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20 May 2019 18:18
Foxtons Group plc
(the "Company")
20 May 2019
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. | 229,696,433
| 100.00
| 1,500
| 0.00
| 468,819
| 229,697,933
| |
2. To approve the Annual Statement from the Remuneration Chairman and the Remuneration Report | 179,445,331
| 78.37
| 49,531,967
| 21.63
| 1,189,454
| 228,977,298
| |
3. To re-elect Ian Barlow as a Director. | 226,253,630
| 98.30
| 3,911,622
| 1.70
| 1,500
| 230,165,252
| |
4. To re-elect Mark Berry as a Director. | 230,138,321 | 99.99 | 28,431 | 0.01 | 0 | 230,166,752 | |
5. To re-elect Nicholas Budden as a Director. | 230,165,252 | 100.00 | 0 | 0.00 | 1,500 | 230,165,252 | |
6. To re-elect Sheena Mackay as a Director | 220,002,839 | 95.58 | 10,163,913 | 4.42 | 0 | 230,166,752 | |
7. To re-elect Garry Watts as a Director. | 226,253,630 | 98.30 | 3,911,622 | 1.70 | 1,500 | 230,165,252
| |
8. To re-appoint Deloitte LLP as auditors of the Company. | 230,166,752 | 100.00 | 0 | 0.00 | 0 | 230,166,752 | |
9. To authorise the Audit Committee to determine the auditors' remuneration. | 230,166,752 | 100.00 | 0 | 0.00 | 0 | 230,166,752 | |
10. To authorise the Company to make political donations. | 229,058,353 | 99.52 | 1,108,281 | 0.48 | 118 | 230,166,634 | |
11. To authorise the Directors to allot ordinary shares. | 218,114,033 | 94.76 | 12,052,719 | 5.24 | 0 | 230,166,752 | |
12. To disapply pre-emption rights.* | 230,166,752 | 100.00 | 0 | 0.00 | 0 | 230,166,752 | |
13. To authorise the Company to purchase its own ordinary shares.* | 230,165,752 | 100.00 | 1,000 | 0.00 | 0 | 230,166,752 | |
14. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 228,204,877 | 99.15 | 1,961,875 | 0.85 | 0 | 230,166,752 | |
*Special Resolution
Statement regarding voting result
The Board of Foxtons Group plc notes that while a significant majority of Shareholders that voted at today's Annual General Meeting supported Resolution 2 to approve the Directors' Remuneration Report, a notable number of Shareholders opposed this resolution. All other resolutions received substantial support.
The Board acknowledges the concerns raised by Shareholders in particular regarding the FY2018 bonus outcomes. As stated in our Annual Report, the Committee will be conducting a detailed review of the Remuneration Policy later this year, which will be submitted for Shareholders' approval at the 2020 AGM. As part of this review, we will take into account the changes in the UK Corporate Governance Code along with shareholder and UK remuneration governance guidelines.
In line with our commitment to maintaining an open and transparent dialogue with Shareholders, we will be consulting with all major Shareholders in the second half of 2019 to gain their input in this review. We will also consult further on the concerns raised on this resolution and in accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.
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 16 May 2019 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).
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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 11 to 14 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 |
| |
Muhammed Patel | Tel: 020 7893 6261 investor@foxtonsgroup.co.uk | |
Foxtons Group plc |
| |
Nic Budden, Chief Executive Officer Mark Berry, Chief Financial Officer Muhammed Patel, Investor Relations | +44 20 7893 6261 | |
| LEI: 5493001HCMG6R1MYKC59 | ||
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