Foresight Solar & Technology VCT : Circular to Shareholders of Foresight Solar & Technology VCT plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your Shares in Foresight Solar & Technology VCT plc (the "Company"), please send this document and accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or transferee. This Circular and the accompanying documents should not, however, be sent or transmitted in, or into, any Restricted Territory.

BDO LLP ("BDO") is acting for the Company and for no-one else in connection with this Circular and will not be responsible (subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder) to anyone other than the Company for providing the protections afforded to customers of BDO nor for providing advice in relation to the proposals contained in this Circular. BDO is authorised and regulated in the United Kingdom by the FCA.

Circular to Shareholders of

FORESIGHT SOLAR &

TECHNOLOGY VCT PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 07289280)

Regarding a First Special Dividend to the holders of Ordinary Shares of 132 pence per Ordinary Share and, in aggregate, as a class, of approximately £45,700,000 paid on 22nd March 2023 to Ordinary Shareholders on the register on 10th March 2023.

Notices of a General Meeting and Class Meetings to be held on Wednesday 5th July 2023 containing Resolutions which, if approved by Shareholders and taken together, would result in the closure of the Ordinary Share Fund following the payment of a Second Special Dividend referred to below, by the:

• Redesignation of a pro rata number of Ordinary Shares for each Ordinary Shareholder, equal in value to the nominal Ordinary Share capital and other non-distributable reserves of approximately £600,000 as FWT Shares with an aggregate net asset value of approximately £600,000;
• Redesignation of the remaining Ordinary Shares as Deferred Convertible Preferred Shares ("DCP Shares");
• Payment of a Second Special Dividend of approximately 5.5p per Ordinary Share and, in aggregate, as a class, of approximately £1,900,000 to be paid on or around Tuesday 25th July 2023 to Ordinary Shareholders on the register on Friday 30th June 2023 (before the redesignation of Ordinary Shares as FWT Shares and DCP Shares);
• Attribution of £2 plus the benefit of certain Overseas Claims, currently attributed to the Ordinary Shares, to the DCP Shares;
• Attribution to and pooling with the other assets attributable to the FWT Shares of the remaining assets attributable to the Ordinary Shares of approximately £600,000; and
• Consequential amendments to the Company's articles of association.

Your attention is drawn to the letter from the chairman of the Company set out in Part 2 of this document which contains a recommendation to vote in favour of the Resolutions. Your attention is also drawn to the risk factors set

out in Part 1 of this document.

Copies of this document are also available from the Company's website, at www.foresightgroup.euand are also available for collection, free of charge, during normal business hours on any Business Day from the registered office of the Company until the date of the Meetings.

You will find set out at the end of this document notice of the General Meeting to be held at 10.30 a.m. on Wednesday 5th July 2023 and notices of separate Class Meetings of the holders of Ordinary Shares and FWT Shares to be held respectively at 10.35 a.m. and 10.40 a.m. or, in each case, so soon after each of the preceding meetings (or any adjournment thereof) as may be practicable on Wednesday 5th July 2023; all such Meetings to be held at The Shard, 32 London Bridge Street, London SE1 9SG to approve the Resolutions.

To be valid, the forms of proxy enclosed with this document should be returned not less than 48 hours before the Meetings (excluding weekends and public holidays), either by post or by hand (during normal business hours) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6ZY.

CONTENTS

EXPECTED TIMETABLE	3
CORPORATE INFORMATION	4
PART 1	RISK FACTORS	5
PART 2	LETTER FROM THE CHAIRMAN	7
PART 3	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION	13
PART 4	ADDITIONAL INFORMATION	18
PART 5	DEFINITIONS	28
NOTICES OF THE GENERAL MEETING AND CLASS MEETINGS	31
FORMS OF PROXY	SEPARATE FORMS

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EXPECTED TIMETABLE

Dealings suspended for the ordinary shares	7:30 am on
	Wednesday 28th June 2023
Ex-dividend date for the entitlement to the Second Special	7.30 am on
Dividend	Thursday 29th June 2023
Record Date for the entitlement of Ordinary Shareholders to the	6.00 pm on
Second Special Dividend	Friday 30th June 2023
Record Date for the entitlement of holders of Ordinary Shares to	6.00 pm on
their new holdings of FWT Shares and DCP Shares	Friday 30th June 2023
Latest time and date for receipt of forms of proxy for the General	10.30 a.m., 10.35 a.m. and
Meeting, Ordinary Share FWT Share Class Meeting	10.40 a.m. respectively on
	Monday 3rd July 2023
General Meeting of the Company	10.30 a.m. on Wednesday
	5th July 2023
Class Meeting of the holders of Ordinary Shares	10.35 a.m. on Wednesday
	5th July 2023
Class Meeting of the holders of FWT Shares	10.40 a.m. on Wednesday
	5th July 2023
Announcement of the results of the Meetings	Wednesday 5th July 2023
First FWT Calculation Date	Wednesday 5th July 2023
Date on which the Company announces the numbers of New	Wednesday 5th July 2023
FWT Shares and DCP Shares arising from the redesignation of
Ordinary Shares
CREST accounts credited with the New FWT Shares	Friday 7th July 2023
Dispatch of share certificates for New FWT Shares and DCP Shares	by Friday 21st July 2023
Expected date of the payment of the Second Special Dividend	by Tuesday 25th July 2023

If any of the above times and/or dates materially change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange.

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	CORPORATE INFORMATION
Directors (Non-executive)	Registered Office and Head Office
Ernie Richardson (Chairman)	Foresight Group LLP
Tim Dowlen	The Shard
Carol Thompson	32 London Bridge Street
	London SE1 9SG

Investment Manager	Company Registration Number
and Company Secretary	07289280
Foresight Group LLP
The Shard	Website
32 London Bridge Street	www.foresightgroup.eu
London SE1 9SG
	Telephone Number
	020 3667 8100
Investment Adviser	Registrars
Foresight Group CI Limited	Computershare Investor Services PLC
PO Box 156	The Pavilions
Dorey Court	Bridgwater Road
St Peter Port	Bristol BS99 6ZY
Guernsey GY1 4EU
Sponsor	Broker
BDO LLP	Panmure Gordon (UK) Limited
55 Baker Street	One New Change
London W1U 7EU	London EC4M 9AF
Auditors	Bankers
Deloitte LLP	Barclays Bank plc
20 Castle Terrace	54 Lombard Street
Edinburgh EH1 2DB	London EC3P 3AH
Receiving Agent	Solicitors and VCT Tax Advisers
Woodside Corporate Services Limited	RW Blears LLP
4th Floor, 50 Mark Lane	6 Kinghorn Street
London EC3R 7QR	London
	EC1A 7HT

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PART 1

RISK FACTORS

Shareholders should carefully consider the following risk factors in addition to the other information presented in this document. If the risks described below were to occur, they could have an effect on the Company's business, financial condition or results of operations. Shareholders should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000. The risks and uncertainties described below are not the only ones the Company or its Shareholders will face.

Completion of the proposals described in this Circular is dependent upon the passing of the Special Resolution by Shareholders at the General Meeting and of the Class Resolutions by each class of Shareholders at each of the separate Class Meetings. There can be no guarantee that the Resolutions will be passed or that the proposals set out in this Circular will be effective and the resulting benefits realised. In such circumstances, the costs of these proposals will have been borne by the Company.

The value of Shares in the Company, and the income from them, can fluctuate and Shareholders in the Company may not get back the amount they invested. The proposals in this Circular contemplate the closure of the Ordinary Shares Fund on a basis which involves the redesignation of approximately £600,000 worth of Ordinary Shares as FWT Shares of equal value. The FWT Shares Fund invests principally in early stage UK unquoted disruptive UK technology companies, not in companies that generate electricity from solar panels. Consequently, the potential future risks attaching to an investment in FWT Shares are greater than the risks that have been managed during the life of the Ordinary Shares Fund but potentially so are the prospective rewards. In addition, there is no certainty that the market price of FWT Shares will fully reflect their underlying NAV nor that any dividends will be paid. Shareholders in the Company should not rely upon any share buyback policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV.

The existing FWT Shares have been (and it is anticipated that the FWT Shares as increased by the New FWT Shares resulting from the Redesignation will remain) admitted to the premium segment of the Official List and are (and will remain) traded on the London Stock Exchange's market for listed securities. The secondary market for VCT shares is generally illiquid (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares generally bought in the secondary market and because VCT shares usually trade at a discount to NAV) and Shareholders in the Company may find it difficult to realise their investment. An investment in the Company should, therefore, be considered as a long-term investment.

The Board's policy is to buy back FWT Shares in the market at a 10% discount to their Net Asset Value for the first five years following the launch of the FWT Share Fund in June 2020, with an intention to reduce to a 5% discount thereafter, in each case less transaction costs payable to market makers and stockbrokers. Further particulars of the buyback policy are given in Part 2 of this Circular. The Company has not yet had occasion to use this policy. The operation of this policy is subject to the Company having sufficient liquidity and distributable reserves and Shareholders should not rely upon any share buyback policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV.

There is no guarantee the Company will meet its objectives. The past performance of the Company is no indication of the future performance of the Company. The return received by Shareholders in the Company will be dependent on the performance of the underlying investments. The value of such investments, and interest income and dividends therefrom, may rise or fall and Shareholders in the Company may not get back the full amount invested when sold.

Although the Company may receive customary venture capital rights in connection with some of its unquoted investments, as a minority investor it may not be in a position fully to protect its interests.

The Company's investments will generally be in companies whose securities are not publicly traded or freely marketed and may, therefore, be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Company.

It can take a period of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Company invests, to be fully reflected in their market values and their

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