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 * 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. | 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 the Annual Report on Remuneration. | 220,771,700 | 99.93% | 153,625 | 0.07% | 27,531 | 220,952,856 |
| 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 Company's auditors. | 220,879,447 | 99.97% | 67,454 | 0.03% | 5,955 | 220,952,856 |
| 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 clear days' notice.* | 203,441,476 | 92.08% | 17,505,425 | 7.92% | 5,955 | 220,952,856 |
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:
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| 1. | All resolutions proposed to shareholders, except for resolutions 15 and 16 were passed.
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| 2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
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| 3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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| 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.
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| 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.
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| 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).
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| 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.
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| 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.
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| 9. | The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk
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| Foxtons Group plc
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| Chris Hough, Chief Financial Officer Muhammad Patel, Investor Relations
| +44 20 7893 6261
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| Cardew Group Will Baldwin-Charles / Olivia Rosser
| +44 7834 524833 / +44 7552 864 250
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| MUFG Corporate Governance Limited Company Secretary
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