Result of AGM

Foxtons

07/05/2026 16:27

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
*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.
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 the Annual Report on Remuneration.
164,094,451
82.67%
34,395,711
17.33%
103,629
67.33%
4. To approve the Directors' Remuneration Policy set out in the Directors' Remuneration Report
171,498,669
99.99%
23,817
0.01%
27,071,305
58.18%
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 Company's auditors.
198,448,347
99.99%
19,173
0.01%
126,271
67.32%
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 clear days' notice.*
189,262,386
95.34%
9,242,833
4.66%
88,572
67.34%

 *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 atwww.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 atwww.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 atwww.foxtonsgroup.co.uk

 

Foxtons Group plc
investor@foxtonsgroup.co.uk
Chris Hough, Chief Financial Officer
Muhammad Patel, Investor Relations
+44 20 7893 6261
Cardew Group
Will Baldwin-Charles / Olivia Rosser
Foxtons@cardewgroup.com
+44 7834 524833 / +44 7552 864 250
MUFG Corporate Governance Limited
Company Secretary
Foxtons@cm.mpms.mufg.com

 

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