Foxtons Group plc
(the "Company")
9 May 2023
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution * indicates Special Resolution | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | Total issued share capital instructed |
| 1. To receive the Annual Report and Accounts. | 183,774,552 | 100.00% | 2,000 | 0.00% | 6,682 | 183,783,234 |
| 2. To declare a final dividend of 0.7 pence per ordinary share in respect of the financial year ended 31 December 2022. | 173,200,810 | 94.24% | 10,582,424 | 5.76% | - | 183,783,234 |
| 3. To approve the Directors Remuneration Policy | 178,726,959 | 97.23% | 5,096,407 | 2.77% | 15,868 | 183,839,234 |
| 4. To approve the Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration. | 183,539,284 | 99.87% | 232,381 | 0.13% | 11,569 | 183,783,234 |
| 5. To re-elect Nigel Rich as a Director. | 179,531,799 | 97.69% | 4,238,135 | 2.31% | 13,300 | 183,783,234 |
| 6. To re-elect Christopher Hough as a Director | 183,823,578 | 100.00% | 3,857 | 0.00% | 11,799 | 183,839,234 |
| 7. To re-elect Peter Rollings as a Director | 181,694,826 | 98.84% | 2,131,109 | 1.16% | 13,299 | 183,839,234 |
| 8. To re-elect Rosie Shapland as a Director. | 181,696,834 | 98.84% | 2,130,601 | 1.16% | 11,799 | 183,839,234 |
| 9. To elect Guy Gittins as a Director. | 183,828,712 | 100.00% | 3,223 | 0.00% | 7,299 | 183,839,234 |
| 10. To elect Annette Andrews as a Director. | 183,623,144 | 99.89% | 208,791 | 0.11% | 7,299 | 183,839,234 |
| 11. To elect John (known as Jack) Callaway as a Director. | 183,827,212 | 100.00% | 3,223 | 0.00% | 8,799 | 183,839,234 |
| 12. To re-appoint BDO LLP as auditors of the Company. | 183,753,170 | 99.99% | 25,765 | 0.01% | 4,299 | 183,783,234 |
| 13. To authorise the Audit Committee to determine the remuneration of the Company's auditors. | 183,829,457 | 100.00% | 2,708 | 0.00% | 7,069 | 183,839,234 |
| 14. To authorise the Company to make political donations. | 182,848,047 | 99.95% | 88,687 | 0.05% | 902,500 | 183,839,234 |
| 15. To authorise the Directors to allot ordinary shares. | 173,208,116 | 94.22% | 10,624,049 | 5.78% | 7,069 | 183,839,234 |
| 16. To authorise the disapplication of pre-emption rights.* | 172,971,435 | 94.09% | 10,860,730 | 5.91% | 7,069 | 183,839,234 |
| 17. To authorise the additional disapplication of pre-emption rights.* | 172,964,233 | 94.09% | 10,867,932 | 5.91% | 7,069 | 183,839,234 |
| 18. To authorise the Company to purchase its own ordinary shares.* | 182,858,605 | 99.99% | 24,629 | 0.01% | 900,000 | 183,783,234 |
| 19. To authorise the Company to hold general meetings on not less than 14 clear days' notice.* | 183,437,140 | 99.81% | 346,094 | 0.19% | - | 183,783,234 |
*Special Resolution
| NOTES:
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| 1. | All resolutions proposed to shareholders were passed.
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| 2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
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| 3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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| 4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.
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| 5. | The number of shares in issue at close of business on 28 March 2023 was 330,097,758 (the "Share Capital") and at that time, the Company held 26,872,575 shares in treasury.
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| 6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution).
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| 7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.foxtonsgroup.co.uk.
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| 8. | A copy of resolutions 15 to 19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
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| 9. | The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk
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| For further information please contact: | | ||
| | | ||
| Foxtons Group plc | |||
| Link Company Matters Limited, Company Secretary |
Foxtons@linkgroup.co.uk | ||
| TB Cardew | Foxtons@tbcardew.com | ||
| Tom Allison / Will Baldwin-Charles / | +44 7789 998 020/ +44 7834 524 833 | ||
| Olivia Rosser | +44 7552 864 250 | ||
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