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18 May 2016 14:49
Foxtons Group plc
(the "Company")
18 May 2016
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. | 231,932,542 | 100.00 | 1,500 | 0.00 | 1,500 | 84.31 | |
2. To declare a final dividend. | 231,935,542 | 100.00 | 0 | 0.00 | 0 | 84.31 | |
3. To declare a special dividend. | 231,935,542 | 100.00 | 0 | 0.00 | 0 | 84.31 | |
4. To approve the Directors' Remuneration Report. | 183,576,785 | 79.30 | 47,907,719 | 20.70 | 451,038 | 84.14 | |
5. To re-elect Andrew Adcock as a Director. | 231,406,639 | 99.77 | 528,903 | 0.23 | 0 | 84.31 | |
6. To re-elect Ian Barlow as a Director. | 231,533,388 | 99.83 | 402,154 | 0.17 | 0 | 84.31 | |
7. To re-elect Michael Brown as a Director. | 230,482,889 | 99.37 | 1,452,653 | 0.63 | 0 | 84.31 | |
8. To re-elect Nicholas Budden as a Director. | 230,489,712 | 99.38 | 1,445,330 | 0.62 | 500 | 84.31 | |
9. To re-elect Annette Court as a Director. | 231,532,588 | 99.83 | 401,654 | 0.17 | 1,300 | 84.31 | |
10. To re-elect Gerard Nieslony as a Director. | 230,427,388 | 99.38 | 1,445,330 | 0.62 | 62,824 | 84.29 | |
11. To re-elect Garry Watts as a Director. | 229,995,148 | 99.31 | 1,594,570 | 0.69 | 345,824 | 84.18 | |
12. To re-appoint Deloitte LLP as auditors of the Company. | 231,188,264 | 99.68 | 745,978 | 0.32 | 1,300 | 84.31 | |
13. To authorise the Audit Committee to determine the auditors' remuneration. | 231,533,588 | 99.83 | 400,654 | 0.17 | 1,300 | 84.31 | |
14. To authorise the Company to make political donations. | 231,919,371 | 99.99 | 15,671 | 0.01 | 500 | 84.31 | |
15.To authorise the Directors to allot ordinary shares. | 231,932,827 | 100.00 | 1,200 | 0.00 | 1,515 | 84.31 |
16. To disapply pre-emption rights.* | 231,931,821 | 100.00 | 2,421 | 0.00 | 1,300 | 84.31 |
17. To authorise the Company to purchase its own ordinary shares.* | 231,586,918 | 99.85 | 347,324 | 0.15 | 1,300 | 84.31 |
18. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 219,675,047 | 94.71 | 12,260,495 | 5.29 | 0 | 84.31 |
19. To cancel the share premium account.* | 231,932,336 | 100.00 | 1,500 | 0.00 | 1,706 | 84.31 |
The Board has noted the votes received in respect of resolution 4 (Directors' Remuneration Report).
The Remuneration Committee consulted with the majority of the Company's shareholder base regarding the remuneration policy prior to the AGM and this is reflected in the significant level of support received for the Directors' Remuneration Report. We recognise, however, that not all shareholders have voted in support and we value their feedback. The Remuneration Committee will continue to have a dialogue with major shareholders regarding remuneration matters ahead of the 2017 AGM when the Company's remuneration policy is next scheduled to be put to the vote.
*Special Resolution
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 6:00 p.m. on 16 May 2016 was 275,104,391 (the "Share Capital") and at that time, the Company did not hold any 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) expressed as a percentage of the Share Capital.
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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 16-19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
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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 Investor Relations | ||
Jenny Matthews | Tel: 020 7893 6484 | |
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