FOXTONS GROUP PLC

AGM Information • Apr 22, 2021

National Storage Mechanism | Additional information

RNS Number : 3525W

Foxtons Group PLC

22 April 2021

Foxtons Group plc

(the "Company")

22 April 2021

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.	241,536,157	99.66	820,730	0.34	2,042,116	242,356,887
2. To approve the Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration.	141,561,432	60.63	91,918,950	39.37	10,918,621	233,480,382
3.   To re-elect Ian Barlow as a Director.	236,033,634	97.17	6,881,739	2.83	1,483,630	242,915,373
4.   To re-elect Nicholas Budden as a Director.	202,423,781	82.83	41,963,362	17.17	11,860	244,387,143
5. To re-elect Patrick Franco as a Director	242,096,143	99.66	819,230	0.34	1,483,630	242,915,373
6.   To re-elect Alan Giles as a Director.	158,001,714	67.41	76,386,929	32.59	10,010,360	234,388,643
7.  To re-elect Richard Harris as a Director	242,097,443	99.66	819,430	0.34	1,482,130	242,916,873
8.   To re-elect Sheena Mackay as a Director.	238,190,280	98.05	4,726,593	1.95	1,482,130	242,916,873
9. To re-elect Rosie Shapland as a Director.	238,190,480	98.05	4,726,393	1.95	1,482,130	242,916,873
10. To re-appoint BDO LLP as auditors of the Company.	242,091,586	99.66	824,287	0.34	1,483,130	242,915,873
11. To authorise the Audit Committee to determine the remuneration of the Company's auditors.	242,096,721	99.66	819,652	0.34	1,482,630	242,916,373
12. To authorise the Company to make political donations.	238,867,970	98.33	4,058,763	1.67	1,472,270	242,926,733
13. To authorise the Directors to allot ordinary shares.	241,726,402	99.51	1,188,833	0.49	1,483,768	242,915,235
14. To authorise the disapplication of pre-emption rights.*	230,820,887	95.02	12,104,208	4.98	1,473,908	242,925,095
15. To authorise the additional disapplication of pre-emption rights.*	240,799,781	99.13	2,125,314	0.87	1,473,908	242,925,095
16. To authorise the Company to purchase its own ordinary shares.*	242,072,677	99.65	844,696	0.35	1,481,630	242,917,373
17. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.*	241,333,983	99.35	1,583,190	0.65	1,481,830	242,917,173

*Special Resolution

The Board notes that a significant number of votes were cast against Resolution 2, an advisory vote on the implementation of the Company's 2020 Remuneration Policy, itself approved by 79% of shareholders at last year's AGM, and against Resolution 6, the reappointment of Alan Giles, the Chairman of the Remuneration Committee. It is clear that a significant proportion of shareholders did not agree with the decision to pay bonuses to Executives under the Bonus Banking Plan, on the basis that the company had benefited from Government support.

This is notwithstanding that discretion had been exercised to reduce bonuses that would otherwise have been earned against agreed performance conditions by 50%, a decision that was supported by the majority of voting shareholders. This resulted in a bonus for the CEO of £389,000, which was 33% lower than the previous year and 53% lower on a cash basis.

The new 2020 remuneration policy was designed to better align executives reward with shareholders' interests. However in light of the votes against Resolutions 2 and 6 the Remuneration Committee will review the remuneration policy and its implementation in consultation with shareholders to ensure executive remuneration drives long-term shareholder value and stakeholder interests. The Committee will provide an update on this in the coming 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 20 April 2021 was 330,097,758 (the "Share Capital") and at that time, the Company held 4,833,745 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 13 to 17 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://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
Christopher Hough, Company Secretary			+44 20 7893 6322 investor@foxtonsgroup.co.uk
Sanctuary Counsel
Robert Morgan / Rachel Miller			+44 7557 413 275 / +44 7918 606 667

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