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RNS Number : 4870D  Foxtons Group PLC  07 May 2026

7 May 2026

 

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 17 and 18, 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 were 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.                                 198,352,104       100.00%  7,897             0.00%    233,790           67.29%
 2. To declare a final dividend of 0.93 pence per ordinary share.              148,927,888       75.04%   49,538,593        24.96%   127,310           67.32%
 3. To approve the Annual Statement from the Remuneration Committee Chair and  164,094,451       82.67%   34,395,711        17.33%   103,629           67.33%
 the Annual Report on Remuneration.
 4. To approve the Directors' Remuneration Policy set out in the Directors'    171,498,669       99.99%   23,817            0.01%    27,071,305        58.18%
 Remuneration Report
 5. To approve the Deferred Bonus Plan                                         198,427,896       99.98%   39,624            0.02%    126,271           67.32%
 6. To re-elect Annette Andrews as a Director.                                 174,911,812       97.89%   3,766,647         2.11%    19,915,332        60.61%
 7. To re-elect John (known as Jack) Callaway as a Director.                   175,010,616       97.89%   3,766,639         2.11%    19,816,536        60.65%
 8.  To re-elect Guy Gittins as a Director.                                    198,222,433       99.86%   280,573           0.14%    90,785            67.34%
 9. To re-elect Christopher Hough as a Director                                198,216,549       99.85%   287,957           0.15%    89,285            67.34%
 10. To re-elect Nigel Rich as a Director.                                     164,070,868       95.63%   7,500,792         4.37%    27,022,131        58.20%
 11. To re-elect Peter Rollings as a Director                                  194,745,665       98.11%   3,757,860         1.89%    90,266            67.34%
 12. To re-elect Rosie Shapland as a Director.                                 178,489,107       99.84%   289,648           0.16%    19,815,036        60.65%
 13. To re-appoint BDO LLP as auditors of the Company.                         198,441,764       99.99%   26,717            0.01%    125,310           67.32%
 14. To authorise the Audit Committee to determine the remuneration of the     198,448,347       99.99%   19,173            0.01%    126,271           67.32%
 Company's auditors.
 15. To authorise the Company to make political donations.                     141,631,910       71.35%   56,871,497        28.65%   90,384            67.34%
 16. To authorise the Directors to allot ordinary shares.                      121,978,472       61.45%   76,523,597        38.55%   91,722            67.34%
 17. To authorise the disapplication of pre-emption rights.*                   121,968,391       61.44%   76,532,309        38.56%   93,091            67.34%
 18. To authorise the additional disapplication of pre-emption rights.*        121,799,797       61.36%   76,700,903        38.64%   93,091            67.34%
 19. To authorise the Company to purchase its own ordinary shares.*            198,474,463       99.98%   30,313            0.02%    89,015            67.34%
 20. To authorise the Company to hold general meetings on not less than 14     189,262,386       95.34%   9,242,833         4.66%    88,572            67.34%
 clear days' notice.*

*Special Resolution

 

The Board notes that Resolutions 2 (final dividend), 15 (political donations),
and 16 (authority to allot shares) passed, but with more than 20% of votes
against. Resolutions 17 and 18 (disapplication of pre-emption rights) were not
passed.

 

The Board has actively engaged with shareholders throughout 2025 and 2026 to
better understand shareholder views, including in relation to those
resolutions which received more than 20% votes against at the Company's 2025
AGM. The Board also notes that certain larger shareholders are not supportive
of the disapplication of pre-emption rights authority as a matter of general
policy.

 

The Board remains committed to maintaining an open and transparent dialogue
with shareholders and will continue to engage with shareholders to further
understand their views and address any specific concerns. An update will be
provided within six months of today's AGM detailing the outcome of this
engagement, including any actions taken, in accordance with the UK Corporate
Governance Code.

 

 

 NOTES:

 1.      All resolutions proposed to shareholders, except resolutions 17 and 18, 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 5 May 2026 was
         319,186,271 (the "Share Capital") and at that time, the Company held
         24,393,520 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 16, 19 and 20 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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