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22 Apr 2021 15:14
Foxtons Group plc
(the "Company")
22 April 2021
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. 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. | 241,536,157 | 99.66 | 820,730 | 0.34 | 2,042,116 | 242,356,887 |
2. To approve the Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration. | 141,561,432
| 60.63
| 91,918,950
| 39.37
| 10,918,621
| 233,480,382
|
3. To re-elect Ian Barlow as a Director. | 236,033,634
| 97.17
| 6,881,739
| 2.83
| 1,483,630
| 242,915,373
|
4. To re-elect Nicholas Budden as a Director. | 202,423,781
| 82.83
| 41,963,362
| 17.17
| 11,860
| 244,387,143
|
5. To re-elect Patrick Franco as a Director | 242,096,143
| 99.66
| 819,230
| 0.34
| 1,483,630
| 242,915,373
|
6. To re-elect Alan Giles as a Director. | 158,001,714
| 67.41
| 76,386,929
| 32.59
| 10,010,360
| 234,388,643
|
7. To re-elect Richard Harris as a Director | 242,097,443
| 99.66
| 819,430
| 0.34
| 1,482,130
| 242,916,873
|
8. To re-elect Sheena Mackay as a Director. | 238,190,280
| 98.05
| 4,726,593
| 1.95
| 1,482,130
| 242,916,873
|
9. To re-elect Rosie Shapland as a Director. | 238,190,480
| 98.05
| 4,726,393
| 1.95
| 1,482,130
| 242,916,873
|
10. To re-appoint BDO LLP as auditors of the Company. | 242,091,586
| 99.66
| 824,287
| 0.34
| 1,483,130
| 242,915,873
|
11. To authorise the Audit Committee to determine the remuneration of the Company's auditors. | 242,096,721
| 99.66
| 819,652
| 0.34
| 1,482,630
| 242,916,373
|
12. To authorise the Company to make political donations. | 238,867,970
| 98.33
| 4,058,763
| 1.67
| 1,472,270
| 242,926,733
|
13. To authorise the Directors to allot ordinary shares. | 241,726,402
| 99.51
| 1,188,833
| 0.49
| 1,483,768
| 242,915,235
|
14. To authorise the disapplication of pre-emption rights.* | 230,820,887
| 95.02
| 12,104,208
| 4.98
| 1,473,908
| 242,925,095
|
15. To authorise the additional disapplication of pre-emption rights.* | 240,799,781
| 99.13
| 2,125,314
| 0.87
| 1,473,908
| 242,925,095
|
16. To authorise the Company to purchase its own ordinary shares.* | 242,072,677
| 99.65
| 844,696
| 0.35
| 1,481,630
| 242,917,373
|
17. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 241,333,983
| 99.35
| 1,583,190
| 0.65
| 1,481,830
| 242,917,173
|
*Special Resolution
The Board notes that a significant number of votes were cast against Resolution 2, an advisory vote on the implementation of the Company's 2020 Remuneration Policy, itself approved by 79% of shareholders at last year's AGM, and against Resolution 6, the reappointment of Alan Giles, the Chairman of the Remuneration Committee. It is clear that a significant proportion of shareholders did not agree with the decision to pay bonuses to Executives under the Bonus Banking Plan, on the basis that the company had benefited from Government support.
This is notwithstanding that discretion had been exercised to reduce bonuses that would otherwise have been earned against agreed performance conditions by 50%, a decision that was supported by the majority of voting shareholders. This resulted in a bonus for the CEO of £389,000, which was 33% lower than the previous year and 53% lower on a cash basis.
The new 2020 remuneration policy was designed to better align executives reward with shareholders' interests. However in light of the votes against Resolutions 2 and 6 the Remuneration Committee will review the remuneration policy and its implementation in consultation with shareholders to ensure executive remuneration drives long-term shareholder value and stakeholder interests. The Committee will provide an update on this in the coming months.
NOTES:
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1. | All resolutions 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 20 April 2021 was 330,097,758 (the "Share Capital") and at that time, the Company held 4,833,745 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 13 to 17 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://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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For further information please contact: |
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Foxtons Group plc | |||
Christopher Hough, Company Secretary | +44 20 7893 6322 investor@foxtonsgroup.co.uk | ||
Sanctuary Counsel | |||
Robert Morgan / Rachel Miller | +44 7557 413 275 / +44 7918 606 667 | ||
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