FOXTONS GROUP PLC

AGM Information • Jun 15, 2022

National Storage Mechanism | Additional information

RNS Number : 0379P

Foxtons Group PLC

15 June 2022

Foxtons Group plc

(the "Company" or "Foxtons")

Annual General Meeting ("AGM") Results

15 June 2022

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.	215,035,343	99.99	11,872	0.01	563,874	215,047,215
2. To declare a final dividend of 0.27 pence per ordinary share in respect of the financial year ended 31 December 2021.	215,597,217	99.99	12,372	0.01	1,500	215,609,589
3. To approve the Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration.	177,291,386	84.19	33,305,883	15.81	5,013,820	210,597,269
4.   To elect Nigel Rich as a Director.	215,314,578	99.88	256,999	0.12	39,512	215,571,577
5.	RESOLUTION WITHDRAWN
6. To re-elect Alan Giles as a Director.	122,724,464	56.93	92,852,445	43.07	34,180	215,576,909
7.   To elect Christopher Hough as a Director.	157,351,385	84.98	27,804,496	15.02	30,455,208	185,155,881
8.   To re-elect Sheena Mackay as a Director.	123,506,036	57.29	92,074,373	42.71	30,680	215,580,409
9. To elect Peter Rollings as a Director.	215,335,787	99.89	234,290	0.11	41,012	215,570,077
10. To re-elect Rosie Shapland as a Director.	156,173,242	72.44	59,407,167	27.56	30,680	215,580,409
11. To re-appoint BDO LLP as auditors of the Company.	215,567,675	99.98	39,414	0.02	4,000	215,607,089
12. To authorise the Audit Committee to determine the remuneration of the Company's auditors.	215,575,748	99.99	28,841	0.01	6,500	215,604,589
13. To authorise the Company to make political donations.	190,594,518	89.86	21,504,029	10.14	3,512,542	212,098,547
14. To authorise the Directors to allot ordinary shares.	187,848,105	88.57	24,236,098	11.43	3,526,886	212,084,203
15. To authorise the disapplication of pre-emption rights.*	187,723,737	88.51	24,358,966	11.49	3,528,386	212,082,703
16. To authorise the additional disapplication of pre-emption rights.*	203,621,024	96.01	8,463,179	3.99	3,526,886	212,084,203
17. To authorise the Company to purchase its own ordinary shares.*	215,324,746	99.88	260,179	0.12	26,164	215,584,925
18. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.*	214,391,969	99.44	1,206,760	0.56	12,360	215,598,729

*Special Resolution

The Chairman of the Board, Nigel Rich, has been leading a reset of the Company since his appointment on 1 October 2021. The reset is ongoing, and progress to date includes: the replacement of the CEO and appointment of Guy Gittins as CEO (effective September 2022); accelerating revenue growth by investing in sales negotiators and mortgage advisers; cost management through initiatives such as streamlining the executive Board; increasing the proportion of remuneration paid in shares to increase alignment to shareholders; reducing Chairman and executive base pay; appointing a new non-executive director with significant industry experience; and appointing new advisors.

The Board has been pleased with shareholders reaction to these initiatives, however, the Board notes the level of votes against resolutions 6, 8 and 10: the re-elections of Alan Giles, Sheena Mackay and Rosie Shapland as Directors. The Board takes the views of all of its shareholders seriously and accordingly, following the AGM the Chairman intends to engage further with shareholders on the above resolutions, as well as the ongoing reset of Foxtons. An update will be provided in due course. 

NOTES:
1.	All resolutions proposed to shareholders 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 13 June 2022 was 330,097,758 (the "Share Capital") and at that time, the Company held 12,779,532 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 14 to 18 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.
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

Link Company Matters Limited, Company Secretary

Foxtons@linkgroup.co.uk

TB Cardew

Foxtons@tbcardew.com

Ed Orlebar / Tom Allison

+44 7738 724 630/ +44 7789 998 020

Deborah Goodier

+44 7827 868 860

About Foxtons

Foxtons is London's leading estate agent with the most recognised brand. Founded in 1981, Foxtons operates from a network of interconnected branches, offering a range of residential related services across three revenue streams: lettings, sales and financial services.

Foxtons is confident it can deliver significant shareholder value by delivering against core strategic objectives:

·    Driving organic revenue growth through market share growth, developing new revenue channels and enhancing cross-sell capabilities;

·    Identifying, acquiring, and integrating high quality lettings portfolios; and

·    Achieving profit growth by increasing staff productivity and continuing to streamline infrastructure and management.

To find out more, please visit www.foxtonsgroup.co.uk.

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