FOXTONS GROUP PLC

AGM Information • May 17, 2017

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES

Notice of Resolutions passed of Foxtons Group plc (the "Company")

At the Annual General Meeting of the Company duly convened and held on 17 May 2017 at the Company's head office at Building One, Chiswick Park,566 Chiswick High Road, London, W4 5BE, the following resolutions were duly passed:

Ordinary Resolutions

• 1. THAT the rules of the Foxtons Group Share Option Plan (the "SOP"), summarised in Schedule 1 to the Notice of Annual General Meeting dated 6 April 2017 and produced in draft to the meeting and, for the purposes of identification, initialed by the Chairman, be approved and the Board of Directors of the Company (the "Board") be authorised to adopt the SOP as an employees' share scheme within the meaning of section 1166 of the Companies Act 2006 and the Board be authorised to:
• (a) make such minor modifications to the proposed form of the SOP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the proposed SOP and to approve and adopt the SOP in the form as so modified and to do all such other acts and things as they may consider appropriate to give effect to such changes; and
• (b) establish further plans based on the SOP in the proposed form but modified to take account of local tax, exchange control rules, regulations or securities laws in overseas territories, as and to the extent the Board determine, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the SOP.
• 1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the "Board") be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £916,922.93 provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in

2018 or on 30 June 2018, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Special resolutions

• 1. THAT, subject to the passing of Resolution 15 proposed at the Annual General Meeting of the Company convened for 17 May 2017 and in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the "Board") be and it is hereby generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares")) for cash either pursuant to the authority conferred on it by such Resolution 15 or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act) as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
• a. the allotment of equity securities for cash in connection with a rights issue, open offer or other pre-emptive offer in favour of the holders of Ordinary Shares on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other preemptive offer as the Board deems necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange); and
• b. the allotment (otherwise than pursuant to sub-paragraph (a) of this resolution) of equity securities up to an aggregate nominal amount of £137,552.19;

and provided that this power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2018 or on 30 June 2018, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

• 1. THAT the Company be and it is hereby generally authorised pursuant to section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Board of Directors may from time to time determine, provided that:
• a. the number of such Ordinary Shares hereby authorised to be purchased by the Company shall not exceed 27,510,439;
• b. the minimum price (exclusive of expenses) which may be paid for any Ordinary Share shall be £0.01, being the nominal value of each Ordinary Share;
• c. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall be the higher of:
  • (i) an amount equal to 105% of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is purchased; and
  • (ii) an amount equal to the higher of the price of the last independent trade of any Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; and
• 1. unless previously revoked, renewed, extended or varied, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2018 or on 30 June 2018, whichever is the earlier, provided that the Company may effect purchases following the expiry of such authority if such purchases are made pursuant to contracts for purchases of Ordinary Shares which are entered into by the Company on or prior to the expiry of such authority.THAT the Company be and it is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on not less than 14 clear days' notice, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2018 or on 30 June 2018, whichever is the earlier.