FOXTONS GROUP PLC

AGM Information • May 9, 2023

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author: Kim Panisales
date: 2022-06-07 16:12:00+00:00

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Company No 7108742

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 9 May 2023 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, 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 5 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 £1,010,649.53 provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or on 30 June 2024, 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 9 May 2023 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 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

the allotment of equity securities or sale of treasury shares 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 pre-emptive 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 or to deal with any other matter whatsoever); and

the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this resolution) up to an aggregate nominal amount of £303,225.18,

and provided that this power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or on 30 June 2024, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an 6 agreement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Board may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

1. THAT, subject to the passing of Resolution 15, the Board of Directors of the Company

be and it is hereby generally empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (the “Act”), in addition to any authority granted under Resolution 16, 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) for cash either pursuant to the authority conferred on it by that 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 of the Act did not apply to any such allotment or sale, provided that this power shall be:

limited to the allotment of equity securities and the sale of treasury shares up to a nominal amount of £303,225.18; and

used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the Company determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the passing of this resolution,

and shall expire at the conclusion of the Annual General Meeting to be held in 2024 or on 30 June 2024, whichever is earlier (unless previously revoked or varied by the Company in a general meeting), provided that the Company may before that date make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority 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:

the maximum aggregate number of such Ordinary Shares hereby authorised to be purchased by the Company shall not exceed 30,322,518 (being approximately 10% of the issued share capital of the Company (excluding shares held in treasury) as at 28 March 2023 (being the latest practicable date prior to the date of this document));

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;

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 Annual General Meeting of the Company to be held in 2024 or on 30 June 2024, 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.

1. 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 2024 or on 30 June 2024, whichever is the earlier.