FOXTONS GROUP PLC

AGM Information • May 13, 2020

National Storage Mechanism | Additional information

RNS Number : 8286M

Foxtons Group PLC

13 May 2020

Foxtons Group plc

(the "Company")

13 May 2020

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.	276,815,154	100.00%	0	0.00%	518,747		276,815,154
2. To approve the Directors' Remuneration Policy.	217,451,038	78.41%	59,873,876	21.59%	8,986		277,324,914
3. To approve the annual statement from the Remuneration Committee Chairman and the Annual Report on Remuneration.	275,286,935	99.27%	2,038,238	0.73%	8,728		277,325,173
4.   To elect Patrick Franco as a Director.	277,322,854	99.99%	2,319	0.01%	8,728		277,325,173
5.   To elect Alan Giles as a Director.	277,321,854	99.99%	3,339	0.01%	8,728		277,333,921
6. To elect Richard Harris as a Director	277,322,854	99.99%	2,319	0.01%	8,728		277,325,173
7.   To elect Rosie Shapland as a Director.	277,321,854	99.99%	3,319	0.01%	8,728		277,325,173
8.  To re-elect Ian Barlow as a Director	274,298,738	98.91%	3,026,435	1.09%	8,728		277,325,173
9.   To re-elect Nicholas Budden as a Director.	277,323,498	99.99%	1,675	0.01%	8,728		277,325,173
10. To re-elect Sheena MacKay as a Director.	274,298,738	98.91%	3,026,435	1.09%	8,728		277,325,173
11.            To appoint BDO LLP as auditors of the Company.	277,324,529	99.99%	644	0.01%	8,728		277,325,173
12. To authorise the Audit Committee to determine the remuneration of the Company's auditors.	277,324,107	99.99%	1,066	0.01%	8,728		277,325,173
13.            To authorise the Company to make political donations.	274,703,863	99.05%	2,630,038	0.95%	0		277,333,901
14. To approve the Foxtons Group plc 2020 Bonus Banking Plan	274,294,416	98.91%	3,029,082	1.09%	10,403		277,328,498
15.To approve the Foxtons Group plc 2020 Restricted Share Plan	242,839,095	87.57%	34,484,402	12.43%	10,403		277,323,497
16. To authorise the Directors to allot ordinary shares.	257,878,336	92.98%	19,455,565	7.02%	0		277,333,901
17. To disapply pre-emption rights.*	253,167,170	91.29%	24,166,731	8.71%	0		277,333,901
18. To authorise the Company to purchase its own ordinary shares.*	277,321,432	99.99%	12,469	0.01%	0		277,333,901
19. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.*	276,377,764	99.66%	947,409	0.34%	8,728		277,325,173

*Special Resolution

The Board is pleased that all Resolutions were passed and would like to thank our shareholders for their continued support.  While the Board is satisfied with the level of support achieved for Resolution 2 (to approve the Directors' Remuneration Policy), which was passed with a substantial majority of 78.41%, it is acknowledged that a number of shareholders voted against the proposal. 

As explained in the Company's Annual Report for the year ending 31 December 2019, in preparing the 2020 Directors' Remuneration Policy, the Remuneration Committee carried out an extensive shareholder consultation exercise with its largest shareholders and their representative bodies, the results of which are explained fully in the 2019 Annual Report. The Committee was pleased that the majority of our largest shareholders were supportive of our original proposals, with some changes made to the final Policy to reflect shareholder feedback.  The Board believes that as a result of this consultation exercise it has a good understanding of the reasons why some shareholders were not supportive of the Policy, the main reasons for which are explained fully in the 2019 Annual Report and are summarised below:

·    Unconventional incentive structure, in particular the use of Restricted Shares

·    Quantum of award under the Restricted Share Plan

·    Discretionary nature of the underpins on incentives

The Committee believes that a vote of 78.41% in favour is a satisfactory outcome in the circumstances and that the proposed Policy is the best structure to provide strong alignment with shareholders' interests in a highly cyclical business such as Foxtons.  We therefore do not intend to make any changes to the Policy.  However, in line with the provisions of the UK Corporate Governance Code, the Remuneration Committee will seek to engage with those shareholders who did not support the Policy to confirm its understanding of the reasons for their voting. The Remuneration Committee will provide an update on this process within six months.

NOTES:
1.	All resolutions were passed.
2.	Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
3.	Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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.
5.	The number of shares in issue at close of business on 11 May 2020 was 330,097,758 (the "Share Capital") and at that time, the Company did not hold any shares in treasury.
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).
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.
8.	A copy of resolutions 16 to 19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
9.	The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk
For further information please contact:
Foxtons Group plc
Christopher Hough, Company Secretary			+44 20 7893 6322 investor@foxtonsgroup.co.uk
Teneo
Robert Morgan / Anthony Di Natale			+44 7557 413 275

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