FOXTONS GROUP PLC

AGM Information • May 9, 2025

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author: "Kim Panisales"
date: 2025-04-23 14:02:00+00:00
processor: python-docx+mammoth
status: success

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Company No 07108742

Foxtons Group plc

(the “Company”)

Notice of Resolutions passed at AGM

At the Annual General Meeting of the Company duly convened and held on 7 May 2025 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

14. 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 £1,012,917.39 provided that this authority shall expire at the conclusion of the AGM of the Company to be held in 2026 or on 30 June 2026, 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

17. 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 maximum aggregate number of such Ordinary Shares hereby authorised to be purchased by the Company shall not exceed 30,390,561 (being approximately 10% of the issued share capital of the Company (excluding shares held in treasury) as at 25 March 2025 (being the latest practicable date prior to the date of this document));

(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 average closing 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) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.

Unless previously revoked, renewed, extended or varied, the authority hereby conferred shall expire at the conclusion of the AGM of the Company to be held in 2026 or on 30 June 2026, 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.

18. 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 AGM of the Company to be held in 2026 or on 30 June 2026, whichever is the earlier.