Foresight Sustainable Forestry : Scheme Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

This Document contains a proposal which, if implemented, will result in the cancellation of the listing of FSFC Shares on the Official List and of the trading of FSFC Shares on the London Stock Exchange's main market for listed securities.

If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under FSMA, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your FSFC Shares, please forward this Document together with the accompanying pre-paid envelope(s) (but not the accompanying forms personalised to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted (in whole or in part) in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of FSFC Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred FSFC Shares in certificated form, notwithstanding receipt of this Document from the transferor, you should contact FSFC's registrar, Computershare, through the Shareholder Helpline (details of which appear on page 15 of this Document) to obtain personalised Forms of Proxy and (where relevant) a personalised Form of Election and any other replacement documents.

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document and/or the accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

Neither this Document nor any of the accompanying documents do, or are intended to, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities (including, without limitation, Rollover Shares) or the solicitation of any vote or approval pursuant to the Acquisition, the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document.

Recommended acquisition of

Foresight Sustainable Forestry Company plc ("FSFC")

by

Arizona Bidco Limited ("Bidco")

a newly formed vehicle, wholly-owned, indirectly, by Averon Park Limited ("Averon Park")

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy and (where relevant) the Form of Election. Your attention is drawn to Part I (Letter from the Chairman of FSFC) of this Document, which contains the unanimous recommendation of the FSFC Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting. A letter from Stifel explaining the Scheme appears in Part II (Explanatory Statement) of this Document, which constitutes an explanatory statement in compliance with section 897 of the Companies Act.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET on 16 July 2024, are set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document respectively. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned.

The action to be taken by Scheme Voting Shareholders, FSFC Shareholders and Scheme Shareholders (as relevant) in respect of the Acquisition and the Scheme is set out on pages 10 to 15 and in paragraph 21 of Part II (Explanatory Statement) of this Document.

Scheme Voting Shareholders and FSFC Shareholders are asked to complete and return the enclosed blue and white Forms of Proxy respectively (or appoint a proxy online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) in accordance with the instructions set out in this Document and on the Forms of Proxy as soon as possible, but in any event so as to be received by Computershare not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

Alternatively, if not returned by 10.00 a.m. on 12 July 2024, Scheme Voting Shareholders may hand the blue Form of Proxy for the Court Meeting (but not the white Form of Proxy for the General Meeting) to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof. If the white Form of Proxy for the General Meeting is not lodged (or an electronic proxy appointment is not transmitted online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) by 10.15 a.m. on 12 July 2024, it will be invalid. Forms of Proxy returned by fax will not be accepted.

Scheme Voting Shareholders and FSFC Shareholders are strongly encouraged to appoint "the Chair of the Meeting" as their proxy in connection with the Court Meeting and the General Meeting respectively.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Voting Shareholders and FSFC Shareholders before the Meetings through FSFC's website https://fsfc.foresightgroup.eu/offer-fsfc and, where appropriate, by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of Scheme Voting Shareholders. Whether or not you intend to attend, speak and/or vote at the Meetings, you are therefore strongly encouraged to either sign and return your Forms of Proxy by post or transmit a proxy appointment electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform as soon as possible.

The return of a completed Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting and/or the General Meeting (or any adjournment of such Meeting) in person if you so wish and are so entitled.

If you are an eligible Scheme Shareholder who holds Scheme Shares in certificated form (that is, not in CREST) and you wish to make an election under the Alternative Offer, please complete the green Form of Election in accordance with the instructions printed on such form and return it by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom, or, if you hold your Scheme Shares through CREST, submit a TTE Instruction in respect of all of your Scheme Shares, in each case so as to reach Computershare by no later than the Election Return Time. In respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a pre-paid envelope has been provided with this Document which may be used (within the United Kingdom) for the return of the Form of Election.

Scheme Shareholders who are in a Restricted Jurisdiction or otherwise do not satisfy the eligibility criteria set out in paragraph 10 of Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document are only eligible to receive the Cash Offer and are not eligible to elect for the Alternative Offer. Full instructions as to how to make an Alternative Offer Election are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

If you wish to receive cash for the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of the Scheme Shares you hold under the Alternative Offer, you are not required to return the green Form of Election or make a TTE Instruction electing for the Alternative Offer.

Scheme Shareholders, and any underlying indirect owners who hold Scheme Shares through a nominee or similar arrangement, who wish to elect for the Alternative Offer may, at the sole discretion of Bidco, be required to deliver KYC Information to Bidco or its agent at or prior to the Election Return Time. Details of the required KYC Information will be notified to the relevant Scheme Shareholder and/or underlying indirect owner by or on behalf of Bidco prior to the Election Return Time. Failure to deliver such KYC Information, if requested, in a form satisfactory to Bidco at or prior to the Election Return Time will result in a purported election for the Alternative Offer being treated as invalid by Bidco.

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy or Form of Election or to submit a TTE Instruction, please call FSFC's registrar, Computershare, on [phone]. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Certain terms used in this Document are defined in Part XIII (Definitions) of this Document. References to times in this Document are to London, United Kingdom time unless otherwise stated.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 financial adviser exclusively to FSFC and no one else in connection with the matters described in this Document and will not regard any other person as its client in respect thereof or be responsible to anyone other than FSFC for providing the protections afforded to clients of Stifel or its affiliates nor for providing advice in connection with any matter referred to in this Document. Neither Stifel nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel or its affiliates in connection with this Document, any statement contained herein, the Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this Document.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Bidco, Blackmead and Averon Park and no one else in connection with the matters described in this Document and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bidco, Blackmead or Averon Park or their respective affiliates for providing the protections afforded to clients of Singer Capital Markets or its affiliates nor for providing advice in connection with any matter referred to in this Document. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets or its affiliates in connection with this Document, any statement contained herein, the Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Document.

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon as having been authorised by FSFC, the FSFC Directors, Bidco, the Bidco Director, Averon Park, the Averon Park Directors or by Stifel, Singer Capital Markets or any other person involved in the Acquisition. Neither the delivery of this Document nor the holding of the Meetings, the Court Sanction Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the FSFC Group or the Bidco Group since the date of this Document or that the information in, or incorporated into, this Document is correct as at any time subsequent to its date.

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IMPORTANT NOTICE

Neither this Document nor any of the accompanying documents do, or are intended to, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities (including Rollover Shares) or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document.

The statements contained in this Document are made as at the date of this Document, unless some other time is specified in relation to them, and service of this Document shall not give rise to any implication that there has been no change in the facts set forth in this Document since such date. Nothing in this Document shall be deemed to be a forecast, projection or estimate of the future financial performance of FSFC, Bidco or Averon Park.

The summary of the principal provisions of the Scheme contained in this Document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part IV (The Scheme of Arrangement) of this Document. Each FSFC Shareholder is advised to read and consider carefully the text of the Scheme itself. This Document, and in particular the letter from the Chairman of FSFC in Part I (Letter from the Chairman of FSFC) and the letter from Stifel in Part II (Explanatory Statement) of this Document, has been prepared solely to assist Scheme Voting Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting, to assist FSFC Shareholders in respect of voting on the Special Resolution to be proposed at the General Meeting and to assist Scheme Shareholders in respect of considering the Alternative Offer. Nothing in this Document should be construed as legal, business, financial or tax advice and FSFC Shareholders should consult with their own advisers as to the matters described in this Document.

Overseas Shareholders

This Document and the accompanying documents have been prepared in accordance with and for the purpose of complying with English law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. The availability of the Acquisition (including the Alternative Offer) to Scheme Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens, and the ability of persons who are not resident in the United Kingdom to vote their Scheme Voting Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition (including the Alternative Offer) shall not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Document and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with

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the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notice to US investors in FSFC

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information included in this Document has been prepared in accordance with UK IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States, which differ in certain significant respects from UK IFRS.

If, in the future, Bidco exercises its right to implement the Acquisition by means of a Takeover Offer which is to be made into the United States, such a Takeover Offer would be made in compliance with all applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, FSFC Shares or other securities of FSFC outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme and/or Takeover Offer (as relevant) becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the United States and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the SEC nor any US state securities commission nor any other US regulatory authority has approved or disapproved of the Alternative Offer nor the securities to which it relates or determined if this Document is accurate or complete or adequate. Any representation to the contrary is a criminal offence in the United States.

The Rollover Shares that may be issued under the Alternative Offer have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Accordingly, the Rollover Shares may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the US Securities Act and any applicable state securities laws. Bidco expects to issue the Rollover Shares in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If Bidco exercises its right to implement the

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acquisition of the Scheme Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.

US holders who are or will be affiliates of the Bidco Group or FSFC prior to, or of Bidco Group after, the Effective Date will be subject to certain US transfer restrictions relating to any Rollover Shares received pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act in respect of the Rollover Shares issued pursuant to the Alternative Offer afforded by Section 3(a)(10), Bidco will advise the Court that its sanctioning of the Scheme will be relied upon by Bidco as an approval of the Scheme following a hearing on its fairness to Scheme Shareholders.

The receipt of cash by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described in this Document. Each FSFC Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

FSFC and Bidco are each incorporated under the laws of England. Some or all of the officers and directors of Bidco and FSFC, respectively, are residents of countries other than the United States. In addition, some or all of the assets of Bidco and FSFC are located outside the United States. As a result, it may be difficult for US holders of FSFC Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of FSFC Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Forward-looking statements

This Document (including information incorporated by reference into this Document), any oral statements made regarding the Acquisition, and other information published by Bidco, Averon Park and FSFC contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Averon Park and FSFC about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Document include statements relating to the expected effects of the Acquisition on Bidco, the Bidco Group, FSFC and the FSFC Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements may include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's business.

Although Bidco, Averon Park and FSFC believe that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Averon Park or FSFC can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

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There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and timetable; changes in the global and domestic political, economic, business and competitive environments and in market and regulatory forces, circumstances or conditions; changes in future exchange and interest rates; changes in tax law or rates; future business combinations or disposals; and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Bidco, Averon Park nor FSFC, nor any of their respective associates or directors, officers, managers, partners or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Document will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this Document. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or FSFC or any member of the Wider FSFC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of Bidco, Averon Park or FSFC is under any obligation, and Bidco, Averon Park and FSFC expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this Document, or incorporated by reference into this Document, is intended to constitute a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Document should be interpreted to mean that earnings or earnings per share for FSFC or Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for FSFC or Bidco, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than

3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosure must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Document and the documents required to be published under Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's website at https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no later than 12 noon (London time) on the first Business Day following the date of this Document.

For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this Document.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, FSFC Shareholders and persons with information rights may request a hard copy of this Document (and any such information incorporated into it by reference to another source) by contacting FSFC's registrar, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on [phone] or by submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by FSFC Shareholders, persons with information rights and other relevant persons for the receipt of communications from FSFC may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or paragraphs may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of figures that precede them.

Incorporation of information by reference into this Document

Part V (Financial and ratings information) of this Document refers to sections of certain documents which are incorporated by reference into, and form part of, this Document.

This information is available on FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre. FSFC Shareholders and persons with information rights may request a hard copy of such documents incorporated by reference. A copy of any such documents or information incorporated by reference will not be sent to

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such persons unless requested, free of charge, by calling FSFC's registrar, Computershare, between

8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on [phone] or by submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom stating your name, and the address to which the hard copy should be sent. You will not receive a hard copy of this information unless you so request. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Time

All times shown in this Document are London times, unless otherwise stated.

General

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining FSFC Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase FSFC Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Scheme process

In accordance with section 5 of Appendix 7 of the Code, FSFC will announce through a Regulatory Information Service key events in the Scheme process including the outcomes of the Meetings and the Court Sanction Hearing.

In accordance with section 7 of Appendix 7 of the Code, unless otherwise consented to by the Panel and (if required) approved by the Court, any revision to the Scheme will be made no later than the day which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned).

This Document is dated 25 June 2024.

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TABLE OF CONTENTS

ACTION TO BE TAKEN	10
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	16
PART I LETTER FROM THE CHAIRMAN OF FSFC	18
PART II EXPLANATORY STATEMENT	28
PART III CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE ACQUISITION
AND THE SCHEME	53
PART IV THE SCHEME OF ARRANGEMENT	62
PART V FINANCIAL AND RATINGS INFORMATION	74
PART VI RULE 29 VALUATION REPORT	76
PART VII UNITED KINGDOM TAXATION	95
PART VIII ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS	97
PART IX ADDITIONAL INFORMATION ON FSFC, BIDCO AND AVERON PARK	100
PART X ADDITIONAL INFORMATION ON THE AVERON PARK GROUP AND THE BIDCO SHARES	113
PART XI HOW TO MAKE AN ELECTION FOR THE ALTERNATIVE OFFER	118
PART XII RULE 24.11 ESTIMATE OF VALUE LETTER	123
PART XIII DEFINITIONS	128
PART XIV NOTICE OF COURT MEETING	138
PART XV NOTICE OF GENERAL MEETING	143

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ACTION TO BE TAKEN

For the reasons set out in this Document, the FSFC Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the FSFC Directors, Stifel has taken into account the commercial assessments of the FSFC Directors. Stifel is providing independent financial advice to the FSFC Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the FSFC Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the FSFC Directors have irrevocably undertaken to do in respect of their own beneficial holdings of FSFC Shares, and that you take the action described below.

Eligible Scheme Shareholders may also elect for the Alternative Offer and detailed instructions on the action to be taken by those Scheme Shareholders who wish to, and are permitted to, make an election under the Alternative Offer are set out in paragraphs 10 to 12 of Part II (Explanatory Statement) and Part XI (How to make an election for the Alternative Offer) of this Document. The description in the paragraph titled "Elections for the Alternative Offer" below is a summary of such instructions.

Stifel is unable to advise the FSFC Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because Stifel has not had any involvement in the development and validation of any financial projections for Bidco. As a result, Stifel is unable to assess any plans Bidco may have for the development of FSFC to the degree necessary to form an assessment of the value of the Alternative Offer. Stifel also notes the significant and variable impact that the disadvantages and advantages of the Alternative Offer described in this Document may have for individual eligible Scheme Shareholders.

Accordingly, the FSFC Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to eligible Scheme Shareholders as to whether or not they should elect for the Alternative Offer.

In deciding whether or not to elect for the Alternative Offer, eligible Scheme Shareholders are strongly encouraged to take their own independent financial, tax and legal advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer and the risk factors and other investment considerations relating to the Alternative Offer (including, but not limited to, those set out in paragraphs 10 and 12 of Part II (Explanatory Statement) of this Document) in the light of their own financial circumstances and investment objectives. Eligible Scheme Shareholders should also ascertain whether acquiring or holding Bidco Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Bidco Shares are a suitable investment in the light of their own personal circumstances.

This section should be read in conjunction with the rest of this Document, and in particular, paragraph 21 of Part II (Explanatory Statement) of this Document and the notices of the Court Meeting and the General Meeting set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document, respectively.

1. Documents

Please check that you have received with this Document:

• a blue Attendance Card and Form of Proxy for the Court Meeting to be held at 10.00 a.m. on 16 July 2024;
• a white Attendance Card and Form of Proxy the General Meeting to be held at 10.15 a.m. on 16 July 2024 (or as soon thereafter as the Court Meeting concludes or is adjourned);
• in respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a green Form of Election for use by Scheme Shareholders who are eligible for, and wish to make elections under, the Alternative Offer in relation to Scheme Shares held in certificated form only;

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