REG - Foxtons Group PLC - Result of AGM

FoxtonsAnnouncement

07/05/2025 15:45

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RNS Number : 7499H  Foxtons Group PLC  07 May 2025

7 May 2025

 

Foxtons Group plc

(the "Company")

 

 

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held earlier today
all resolutions set out in the Notice of Annual General Meeting, except
resolutions 15 and 16, were passed by the requisite majority.  Further
details on the resolutions which did not achieve the required majority are set
out below. 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                                                                    For               For      Against           Against  Votes Withheld    Total issued share capital instructed

 * indicates Special Resolution                                                (No. of shares)   (%)      (No. of shares)   (%)      (No. of shares)
 1. To receive the Annual Report and Accounts.                                 220,565,058       100.00%  3,862             0.00%    383,936           220,952,856
 2. To declare a final dividend of 0.95 pence per ordinary share.              181,222,179       82.02%   39,724,722        17.98%   5,955             220,952,856
 3. To approve the Annual Statement from the Remuneration Committee Chair and  220,771,700       99.93%   153,625           0.07%    27,531            220,952,856
 the Annual Report on Remuneration.
 4. To re-elect Annette Andrews as a Director.                                 203,657,715       92.20%   17,228,651        7.80%    66,490            220,952,856
 5. To re-elect John (known as Jack) Callaway as a Director.                   203,711,529       92.20%   17,222,818        7.80%    18,509            220,952,856
 6.   To re-elect Guy Gittins as a Director.                                   220,814,310       99.95%   120,556           0.05%    17,990            220,952,856
 7. To re-elect Christopher Hough as a Director                                220,816,031       99.97%   68,835            0.03%    67,990            220,952,856
 8.   To re-elect Nigel Rich as a Director.                                    184,315,847       83.43%   36,618,500        16.57%   18,509            220,952,856
 9. To re-elect Peter Rollings as a Director                                   216,504,832       98.02%   4,381,534         1.98%    66,490            220,952,856
 10. To re-elect Rosie Shapland as a Director.                                 203,663,548       92.18%   17,272,818        7.82%    16,490            220,952,856
 11. To re-appoint BDO LLP as auditors of the Company.                         220,872,928       99.99%   17,938            0.01%    61,990            220,952,856
 12. To authorise the Audit Committee to determine the remuneration of the     220,879,447       99.97%   67,454            0.03%    5,955             220,952,856
 Company's auditors.
 13. To authorise the Company to make political donations.                     165,667,774       75.40%   54,050,082        24.60%   1,235,000         220,952,856
 14. To authorise the Directors to allot ordinary shares.                      141,952,998       67.50%   68,335,248        32.50%   11,955            210,300,201
 15. To authorise the disapplication of pre-emption rights.*                   141,777,180       67.43%   68,486,009        32.57%   27,012            210,290,201
 16. To authorise the additional disapplication of pre-emption rights.*        141,602,776       67.35%   68,660,413        32.65%   27,012            210,290,201
 17. To authorise the Company to purchase its own ordinary shares.*            219,594,527       99.99%   17,906            0.01%    1,340,423         220,952,856
 18. To authorise the Company to hold general meetings on not less than 14     203,441,476       92.08%   17,505,425        7.92%    5,955             220,952,856
 clear days' notice.*

 

The Board acknowledges the significant votes against Resolutions 13 and 14 and
the failure of Resolutions 15 and 16 to pass. The Board is committed to
continuing an open and transparent dialogue with the Company's shareholders
and will continue to engage with those shareholders who voted against these
resolutions to further understand their views and address any specific
concerns. An update will be provided within six months of today's AGM as
required by the UK Corporate Governance Code.

 

Significant Votes Against Resolutions

 

Resolution 13 - The Company does not give any money for political purposes in
the UK nor does it make any donations to UK political organisations or incur
UK political expenditure.  However, in line with UK market practice, the
authority is requested as a precautionary measure as the definitions of
political donations and political expenditure used in the UK Companies
Act 2006 are very wide, to ensure that the Company does not inadvertently
breach the relevant provisions of the UK Companies Act.

 

Resolution 14 - The allotment authority under Resolution 14 falls within the
Investment Association's Share Capital Management Guidelines and was
consistent with the approach taken by the Company at the prior AGM.

 

Resolutions 15 and 16 - The authority to disapply pre-emption rights under
Resolutions 15 and 16 falls within the Pre-Emption Group's Statement of
Principles, as revised in November 2022, and was consistent with the approach
taken by the Company at the prior AGM. The Company notes that one of its
larger shareholders is not supportive of this authority as a matter of general
policy.

 

 NOTES:

 1.      All resolutions proposed to shareholders, except for resolutions 15 and 16
         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 2 May 2025 was
         325,357,668 (the "Share Capital") and at that time, the Company held
         26,005,873 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 (http://www.foxtonsgroup.co.uk) .

 8.      A copy of resolutions 14, 17 and 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 (http://www.foxtonsgroup.co.uk)

 

 Foxtons Group plc                      investor@foxtonsgroup.co.uk (mailto:investor@foxtonsgroup.co.uk)

 Chris Hough, Chief Financial Officer   +44 20 7893 6261

 Muhammad Patel, Investor Relations

 Cardew Group                            Foxtons@cardewgroup.com (mailto:Foxtons@cardewgroup.com)

 Will Baldwin-Charles / Olivia Rosser   +44 7834 524833 / +44 7552 864 250

 MUFG Corporate Governance Limited      Foxtons@cm.mpms.mufg.com (mailto:Foxtons@cm.mpms.mufg.com)

 Company Secretary

 

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