Annual Report
and Accounts 2013
London’s Estate Agent Foxtons is the leading London estate agency focused on providing 
services to the residential sales and lettings property market. 
After consistent growth and increased profitability, Foxtons listed 
on the London Stock Exchange in September 2013.
Board of Directors 22
Chairman’s introduction 24
Corporate Governance statement 25
Nominations Committee report 28
Audit Committee report 29
Directors’ Remuneration report 31
Directors’ report 43
Directors’ responsibilities 47
STRATEGIC REPORT Financial highlights 1
Chairman’s statement 2
Chief Executive’s review 3
Foxtons overview 4
Market 6
Strategy 8
Business model 10
Business review 12
Key performance indicators 15
Principal risks 16
Corporate social responsibility 18
Contents
GOVERNANCE
Independent Auditor’s report 50
Consolidated statement of comprehensive income 54
Consolidated statement of financial position 55
Consolidated statement of changes in equity 56
Consolidated cash flow statement 57
Notes to the financial statements 58
Parent Company balance sheet 89
Notes to the Company financial statements 90
Financial calendar 92
FINANCIAL STATEMENTS
This Annual Report can be found on our 
website: www.foxtonsgroup.co.uk  1 Foxtons Annual Report and Accounts 2013
FINANCIAL HIGHLIGHTS 
Strong financial performance
0
10
20
30
40
2013 2012 2011 2010
Proﬁt before tax (£m)
13.2
25.6
24.9
38.9
£38.9m
+56.6%
0
10
20
30
40
50
2013 2012 2011 2010
Adjusted EBITDA
1
 (£m)
31.8
37 .7
38.3
49.6
£49.6m
+29.6%
0
20
40
60
80
100
120
140
2013 2012 2011 2010
Revenue (£m)
103. 1
116.4
120.0
139.2
£139.2m
+16.0%
0
10
20
30
40
2013 2012 2011 2010
Adjusted EBITDA margin (%)
30.9
32.4
31.9
35.7
35.7%
+3.8%
0
2
4
6
8
10
12
14
2013 2012 2011 2010
Basic earnings per share (pence)
3.0
7.7
8.0
12.2
12.2p
+52.5%
0
10
20
30
40
2013 2012 2011 2010
Net free cash ﬂow
2
 (£m)
14.8
26.6
25. 1
35.5
£35.5m
+41.1%
1  Adjusted EBITDA is defined as profit before tax, finance costs, finance income, exceptional items, profit on disposal of assets and costs of 
the debt repayment incentive scheme (refer to note 5, page 65 for a reconciliation to profit before tax).
2  Net free cash flow is defined as net cash from operating activities less net cash used in investing activities exclusive of exceptional items.
(Refer to note 32, page 88 for a calculation of net free cash flow). Foxtons Annual Report and Accounts 2013 2
CHAIRMAN’S STATEMENT
It gives me great pleasure to 
introduce the Group’s inaugural 
statement to Shareholders. 
2013 was a notable year in 
Foxtons development with 
its successful flotation in 
September. This success was 
the result of a sound strategy 
which has achieved strong 
growth in revenues and 
profitability over a period of 
some years. Growth has been 
achieved despite somewhat 
lacklustre macroeconomic 
conditions and a continuing 
shortage of property sales 
transactions throughout the UK, 
and in London in particular. 
Overview
Total revenue and Adjusted EBITDA in 2013 were 
16.0% and 29.6% ahead of 2012 respectively. Basic 
earnings per share grew by 52.5%. It is a testament 
to the quality of the management team that these 
results were achieved concurrently with a very 
successful IPO process. 
The strength of the Group’s balance sheet improved 
with the £55 million primary proceeds of the IPO 
being used to repay fully all outstanding debt. 
Cash generation continues to be strong which, I am 
delighted to say, allows the Board to recommend the 
payment of the first dividend as a listed company.
New branches opening
Central to our growth strategy is the organic 
expansion of the Foxtons estate agency brand 
throughout London. Since the start of 2010 we have 
opened 20 new branches in London, with seven in 
the last year. We now operate from 44 branches and 
we plan to continue to expand with the addition of 
between five and 10 new branches each year. I am 
pleased to note that all of the new branches opened 
in 2013 are performing in line with our expectations.
Board and governance
Ahead of the IPO, Foxtons appointed an experienced 
new Board which I am proud to lead as Chairman. 
We have already established appropriate Corporate 
Governance standards and these are discussed fully in 
the Corporate Governance section on pages 20 to 47. 
Dividend – return to Shareholders
The Group’s dividend policy is to pay between 35% to 
40% of profit after tax with the potential for special 
dividends to return excess cash to Shareholders. For 
2013 a final dividend for the year of 1.70p per share 
plus a special dividend of 3.74p per share will, subject 
to Shareholders’ approval at the AGM on 21 May 
2014, be paid on 30 May 2014, to Shareholders on 
the register at 2 May 2014. The final dividend is 
an apportioned payment from the point of IPO to 
year end.
Summary
Our strategy is designed to deliver profitable growth 
through targeted organic expansion. Although our 
growth is not reliant on any significant improvement 
in the property market, the Group is clearly well 
positioned to take advantage of any further growth 
within the property sales market. The Group has 
performed well; it has a dynamic and dedicated team 
of people all determined to build further on our 
success. I would like to take this opportunity to thank 
them on behalf of the whole Board and with them 
look forward, with some confidence, to the future.
Garry Watts
Chairman
Strong levels of growth 3 Foxtons Annual Report and Accounts 2013
CHIEF EXECUTIVE’S REVIEW
I am delighted to be able to 
report a strong start to Foxtons 
life as a public company.
Overview of strategy
Our successful IPO in September 2013 leaves the 
Group debt free with a clear strategy and a great team 
clearly focused on our overriding objective to deliver 
profitable growth by expanding our business model 
throughout the higher-value, higher-volume London 
property markets.
We have a successful track record of expansion 
over the last 10 years. I am confident that the new 
local London markets we have identified for future 
expansion offer a real opportunity for the Group to 
benefit from the operational leverage inherent within 
our centralised business model, which we have been 
evolving over the last decade.
Review of the year
Group revenue grew 16.0% on 2012 while Adjusted 
EBITDA improved by 29.6% to £49.6 million, reflecting 
a high degree of profitability on incremental business. 
Overall, the Group delivered improved Adjusted 
EBITDA margins of 35.7% (2012: 31.9%), despite the 
impact of the significant ongoing costs of expansion 
and the work involved in the IPO process.
The Group’s newly opened branches during the year 
were delivered on time and to budget and are all 
performing in line with expectations. As they mature, 
we can expect the financial contribution they make 
to grow considerably. 
Our organic expansion strategy together with 
improving market share in our more mature branches 
helped drive excellent performance in our Foxtons 
estate agency business. Against more moderate 
increases in the property sales market, Foxtons 
achieved growth of 22.5% in property sales volumes 
driven by its more mature branches and recently 
opened branches. We also sustained average 
property sales prices at circa £493k (2012: £475k) 
demonstrating our continued focus on the higher-
volume, higher-value mid-market sector of the 
London property market. The percentage growth 
in average revenue was less than the average for 
London due to our expansion out from the centre 
and a greater emphasis on New Homes. 
Our lettings business, which benefits from a strong 
base of recurring revenues, continues to provide 
quality earnings and a healthy balance to naturally 
more cyclical property sales revenues. In 2013, lettings 
revenues grew by 5.2% and accounted for 47.7% of 
total Group revenues.
Alexander Hall Associates Limited (Alexander Hall), 
the mortgage broking arm of Foxtons, benefited 
from the beginnings of what we expect to be an 
improving mortgage market, finishing the year with 
revenues up 42% on 2012, albeit from relatively low 
absolute levels.
The Group achieved an operating cash conversion
1
 
of 83.1% in 2013 (2012: 88.7%). The Group’s 
excellent performance has created cash balances 
sufficient to propose a final dividend payment of 
1.70p per share and a special dividend payment of 
3.74p per share (a total payment of £15.4 million).
As well as achieving solid financial results so far this 
year, Foxtons was proud to win many prestigious 
awards for its service, training, website and marketing 
programmes. In October 2013, Foxtons was named as 
Best Real Estate Agency in the UK at the International 
Property Awards. These awards demonstrate the 
dedication and commitment of our people day in, 
day out to deliver exceptional service to clients.
Looking ahead
Looking ahead, we remain positive about 2014. 
We have a clear strategy focused on the organic 
expansion of our branch network, increasing our 
market share and improving profitability as our larger 
network benefits from our centralised infrastructure 
and bespoke technology platform. We have a 
strong sales pipeline for the start of 2014, our 
newer branches – opened over the past four years 
– are maturing well, and we are well on our way to 
opening a promising group of new branches in 2014. 
Perhaps most importantly, I believe we have the 
hardest-working and most talented staff in the 
industry and are extremely well placed to maximise 
our growth opportunities. 
Michael Brown
Chief Executive Officer
Delivering on our strategy
Note 1: Operating cash conversion is defined as the ratio of 
Adjusted operating cash to Adjusted EBITDA. Adjusted operating 
cash is Adjusted EBITDA less the movement in working capital 
and net capital spend.  Foxtons Annual Report and Accounts 2013 4 4 5 Foxtons Annual Report and Accounts 2013 5 Foxtons Annual Report and Accounts 2013
Foxtons: The market leader
Foxtons Group is the leading London estate agency, offering residential property sales and lettings 
services through its network of 44 branches. The Group offers independent mortgage advice and other 
related services through Alexander Hall. Foxtons was founded in 1981 and the first branch opened in 
Notting Hill Gate in 1982. The Group focuses on the higher-volume, higher-value property markets 
in London. In 2013 Foxtons revenue was £139 million. The Group’s business model enabled it to 
deliver Adjusted EBITDA margins of 35.7%.
The Company is able to generate high 
margins through its business model, 
which combines:
• A strong, single brand;
• High levels of centralisation allowing low 
cost expansion of branches;
• An innovative application of technology; 
and
• A powerful culture of sales and service 
through outstanding training and 
staff development.
The Group has a clear strategy to grow 
profitability by:
• Targeting higher-volume, higher-value 
residential property markets in London;
• Maintaining a balance between sales 
and lettings;
• Providing a premium service which 
supports premium prices;
• Expanding organically to maximise 
return on capital; and
• Positioning itself for sales volume 
market growth.
Organic expansion is a key element of our 
strategy. We have a successful track record 
of opening new branches and our plan is 
to open between five and 10 branches 
each year. 
The Company is in a very strong financial 
position to successfully execute its strategy 
by being both debt free and highly cash 
generative. This combination will also 
allow the Company to generate significant 
returns to our Shareholders.
Foxtons is a multi-award-winning estate 
agency, winning at prestigious events such 
as the Sunday Times Estate Agency of the 
Year and International Property Awards, 
for Best Estate Agency, Lettings Agency, 
Marketing, Website, Training and many 
more. These awards acknowledge our 
work-hard, results-driven attitude and 
dedication to quality service.
FOXTONS OVERVIEW
Map data ©2014 Google Foxtons Annual Report and Accounts 2013 6 7 Foxtons Annual Report and Accounts 2013
Market
The UK property market in terms of value and volume is concentrated in the south-east of the country. 
High property density and resilient prices in London and the south-east create a disproportionately 
valuable market in this area. Based on Land Registry data in 2012, London accounted for 43% of all 
residential property sales transactions by value in England and Wales. London also supports a very 
strong lettings market. Foxtons current and medium-term focus is on the London area with a 
longer-term opportunity in the south-east. 
London focus
The limited geographical area of London, 
combined with low levels of house building 
and tight planning restrictions on new 
building or redevelopment of property, 
have led to a constraint on the supply of 
residential properties. Excess demand 
is primarily driven by high levels of 
economic activity, affluence, domestic 
and international mobility and population 
growth, particularly of young adults. 
London also attracts overseas purchasers 
who buy residential property either as 
homes or for investment purposes.
Potential for growth
Foxtons current and future focus is on 
the higher-volume, higher-value markets 
of London. As at 31 December 2013, the 
Group operated 44 offices (42 located 
in London and two in Surrey). Foxtons 
currently operates in less than half of its 
target market and so there is significant 
scope to expand and to grow revenues 
and profits even without any uplift in the 
overall market. 
Going forward, Foxtons intends to open 
between five and 10 new branches 
each year. Through time we have the 
opportunity to more than double our 
current branch network within the M25. 
Property sales transactions continue to 
be well short of pre-2008 levels, offering 
a potential for accelerated growth.
43%
of all residential property 
sales transactions in 
England and Wales by 
value in 2012 occurred 
within London Foxtons Annual Report and Accounts 2013 8 9 Foxtons Annual Report and Accounts 2013
Strategy 
Foxtons has an impressive track record of 
growing its business by delivering premium 
service levels, which leads to a loyal client 
base and improving market share. The Group’s 
strategic aim is to continue to leverage its brand, 
centralised resources, technology and sales and 
service culture, in order to drive revenue and 
profit growth as it expands its branch network 
through London’s higher-volume, higher-value 
property markets.
Foxtons has five strategic priorities:
Balanced business
The Group places equal importance on its sales and lettings 
businesses, aiming to achieve a relatively even balance between 
the financial contributions made by each over time. The Group’s 
lettings business benefits from a strong base of recurring revenues 
which has supported year-on-year revenue growth and provides 
valuable protection against naturally more cyclical property 
sales markets.
Premium service and prices
The Group delivers high-quality service levels, maximising value 
for clients by selling or letting their properties at the best price 
through the innovative application of technology, the utilisation 
of data and by working harder than competitors. Foxtons branches 
are open 8am to 8pm, 362 days a year, enabling them to work 
around our clients’ busy schedules. 38% of viewings take place 
outside normal working hours, with 97% of asking prices being 
achieved. The Group benefits from client loyalty with 70% of our 
business being repeat business. By maintaining exceptional service 
levels Foxtons will continue to substantiate its premium prices, 
drive up levels of repeat business and improve market share. In 
many of its markets Foxtons is the leading estate agency, often 
accounting for over 20% of local sales.
Organic expansion under a strong single brand
The Group has a long and successful track record of profitable, 
organic expansion. Complemented by the Group’s well-invested 
centralised business model, which enables rapid scaling at low 
incremental cost, new branches typically achieve a cash payback 
within 19 months of opening with a return on capital of circa 
150% in the second year of operation. Future growth will be 
financed by free cash flow.
Positioned for sales market growth
Residential property sales transaction volumes in London have 
been depressed since 2008. Over the last four years, Foxtons has 
almost doubled the size of its branch network, gaining market 
share and positioning it to benefit from any future growth in sales 
volumes. Furthermore, the operational leverage inherent in the 
Foxtons centralised business model means that the incremental 
contribution of any increase in sales revenues will be higher than 
current margins.
Target higher-volume, higher-value residential 
property markets in London 
Foxtons current focus is on the higher-volume, higher-value 
markets of London which represent a disproportionately valuable 
property market. Through time we have the potential to more 
than double the number of existing branches. 10 Foxtons Annual Report and Accounts 2013 11 Foxtons Annual Report and Accounts 2013
Business model
The Group is based around a business model which has been 
refined over 10 years to create a proven, significant and 
sustainable competitive advantage. 
A single brand with 
strong identity
The Foxtons brand has been supported by 
significant levels of expenditure on brand 
and customer marketing communications 
programmes over the past 30 years. 
Foxtons leading property website, 
Foxtons.co.uk, and “0% commission” 
campaign, which support each new branch 
opening, generate strong brand awareness 
and new business growth. Its distinctive 
branches and branded MINI fleet reinforce 
its high street presence and underpin its 
quality credentials.
Business centralisation
The Group’s substantial long-term 
investment in centralised work groups, 
business process engineering and 
technology has created a highly scalable 
business, delivering unparalleled levels of 
productivity and service. This centralised 
approach also delivers significant 
operational leverage, enabling the Group 
to expand its branch network at relatively 
low cost, thereby increasing profit margins.
Innovative application of 
technology
Foxtons development over the last 
30 years has been characterised by the 
innovative application of technology to 
estate agency. The Group is recognised 
as the technology leader in the sector, 
with sophisticated workflow systems, 
web applications and content-rich 
information databases underpinning 
virtually every aspect of its business 
model. These systems enable our internal 
departments to work cohesively together 
to deliver exceptional levels of service 
and productivity and have been a key 
driver in reducing average costs. Foxtons 
systems also provide vital performance 
tools for managers, enabling them to 
monitor employee performance on a 
real-time basis.
Foxtons has also invested heavily in its 
website and web-based applications, which 
are internally developed and maintained, 
and which have received many industry 
awards for their innovative features. 
Foxtons website showcases clients’ 
properties using high-quality images and 
interactive floorplans and allows users 
to search for properties using pioneering 
search criteria. Clients have access to 
web-based applications, such as the 
landlord portal, giving them direct 
access to key tenancy information and 
documents, and applications that enable 
documents to be signed and payments to 
be made online.
Culture and people
Foxtons people are highly motivated 
to deliver exceptional results for clients. 
A wide range of incentives ensures that 
outstanding personal and team results 
are rewarded and recognised across the 
Company. Foxtons recruits high-quality 
individuals and is a true meritocracy. We 
always promote sales people from within 
our current pool of employees, ensuring 
that our best people experience rapid 
career progression into leadership positions 
where they can have the greatest positive 
impact. Our training and development 
goal is to create the finest estate agents 
in the industry with a clear focus on 
professionalism, integrity and work ethic.
Integrated mortgage broker
Foxtons integrated mortgage broker, 
Alexander Hall, benefits from low-cost 
sales leads from the estate agency 
business and has the potential to grow 
as Foxtons expands and as property 
sales transactions increase. 
 
 
Single brand
Business
centralisation
people Culture and
Innovative
application
of technology Foxtons Annual Report and Accounts 2013 12
BUSINESS REVIEW
Segments
The Foxtons Group comprises three business 
segments – Sales, Lettings and Mortgage Broking. 
The majority of operations are in the London area 
with two branches in the adjacent area of Surrey. 
Sales revenue was 48.4% of total revenue while 
lettings revenue was 47.7%, mortgage broking 3.5% 
and all other 0.4%. This balance across the sales and 
lettings segments provides financial strength in the 
Company to withstand fluctuations in the property 
market. Both estate agency segments are highly 
profitable. It is expected that mortgage broking 
operating margins will improve gradually over time 
as the mortgage market continues to improve, 
together with the increasing size of the Foxtons 
branch network. 
Successful year
The Group produced a record year in terms of both 
revenue and profit. Performance accelerated in the 
second half of the year which provides confidence 
going forward, with a strong 2014 first quarter 
sales pipeline.
Organic expansion
The Group has continued its expansion programme, 
opening seven new branches during the year, bringing 
the total opened since the start of 2010 to 20 new 
branches, an increase of 83% on the total number. 
Foxtons has a small, experienced in-house project 
team that works with a small number of external 
professionals to manage the opening of new branches. 
Organic expansion is seen as a low-risk growth route 
with many opportunities available within London over 
the foreseeable future.
Operating highlights
• Increasing volumes
 – Sales increased by 22.5%
 – Lettings increased by 6.7%
 – Mortgage broking increased by 31.9%
• Expansion in London continued with seven new 
branches opened during the year.
Financial highlights
• Increasing Group turnover and profitability
 – Revenue increased by 16.0%
 – Adjusted EBITDA increased by 29.6%
 – Adjusted EBITDA margin increased to 35.7% 
(2012: 31.9%)
 – Operating profit before exceptional items 
increased by 39.9%
 – Operating profit after exceptional items 
increased by 36.9%
 – Profit before tax increased by 56.6%
• Debt free after utilising the proceeds of the IPO 
to repay the debt facilities
• Record EPS: 52.5% growth on prior year
• Continued high cash generation
• Closing cash balance of £23.4 million enables a 
total dividend of £15.4 million equivalent to a 
final dividend of 1.70p per share and a special 
dividend of 3.74p per share.
A successful year
The Group has had a successful year with growth in revenues across all operating segments flowing 
through to increased profits and an increased profit margin. The Group has a high operating cash 
conversion rate and is well positioned to return excess cash to Shareholders. 13 Foxtons Annual Report and Accounts 2013
Revenue
Sales: During the year, sales commissions increased by 
27.0%, which was primarily volume driven by its more 
mature branches and recently opened branches, with 
a 22.5% increase in sales units. This metric compares 
to the total London sales market which increased 
by circa 9% versus prior year. Average commissions 
increased by 3.7% versus prior year which reflects 
underlying London price inflation offset by the 
increasing importance of New Homes at lower 
average commissions and lower average sales prices 
as Foxtons expands out from central London.
Lettings: Lettings revenue increased by 5.2%, which 
was primarily due to new branch openings with 
volumes up 6.7%. Approximately two-thirds of 
lettings revenue comes from new tenancies with the 
remainder from renewals, property management and 
interest received on client funds. All of these increased 
during the year except interest received due to falling 
rates in the market.
Mortgage broking: An improvement in the mortgage 
market during the year led to mortgage revenues 
increasing by 42%. This was primarily volume driven 
(31.9%) but also due to an increase in average 
revenues of 7.6%.
Adjusted EBITDA margins
The growth in sales Adjusted EBITDA margin has 
driven the growth in total Group Adjusted EBITDA 
margin. 
2013 2012
Sales 39.1% 30.2%
Lettings 34.6% 34.8%
Mortgage broking 5.5% 5.9%
Total Adjusted EBITDA margin 35.7% 31.9%
The higher Adjusted EBITDA margin of the Group 
reflects the improving profitability of new branches 
plus the operational leverage of expansion. Total 
revenue increased by 16% versus prior year, while 
administrative expenses increased at a lower rate of 
7%. Higher administrative expenses were primarily 
due to additional staffing costs plus higher building 
operating expenses.
Operating profit after exceptional items
Operating profit after exceptional items of 
£43.0 million (2012: £31.4 million) increased 
by 36.9% due to:
• Increase of £13.1 million in operating profit 
before exceptional items to £46.1 million 
(2012: £33.0 million)
• Partially offset by additional exceptional costs 
as detailed below:
Exceptional items – £m 2013 2012
Property settlement – 1.1
PAYE legal settlement payable – 0.5
One-off IPO costs 3.2 –
Total 3.2 1.6
Full details of the exceptional items are disclosed in 
note 11, page 68.
Profit before tax (PBT)
PBT of £38.9 million (2012: £24.9 million) increased 
substantially by 56.6% for two principal reasons:
• Increase in operating profit before exceptional items 
of 36.9%; and
• Reduced finance costs through the use of the 
primary proceeds from the IPO to repay the 
outstanding debt of the Company (finance costs 
effectively ended in late September 2013 resulting 
in a saving of £2.5 million versus prior year).
Taxation
The tax charge for the year increased to £6.8 million 
(2012: £4.1 million) reflecting:
• Increased profitability;
• Partially offset by the reduction in the UK tax rate; 
and
• Reduction in the deferred tax provision for 
intangibles.
The effective rate of tax for 2013 was 17.5% (2012: 
16.5%). It is lower than the statutory tax rate of 
23.25% for the year primarily due to a reduction 
in the future statutory tax rate which reduced the 
deferred tax provision. Foxtons Annual Report and Accounts 2013 14
BUSINESS REVIEW continued
Earnings per share
EPS of 12.2p (2012: 8.0p) increased by 52.5% versus 
prior year reflecting the profitability improvements 
in the Company together with reduced finance costs 
during the year. Adjusted EPS (after eliminating 
exceptional items) of 13.3p (2012: 8.7p) increased 
by 52.9% versus prior year. 
Cash resources
Year end cash increased to £23.4 million (2012: 
£9.8 million) reflecting improved profitability and 
early repayment of outstanding debt through the use 
of the IPO proceeds. This healthy cash balance will 
allow £15.4 million to be paid, subject to Shareholder 
approval at the AGM on 21 May 2014, to Shareholders 
by way of dividends in respect of 2013, comprising a 
final dividend of 1.70 pence per share and a special 
dividend of 3.74 pence per share. 
Operating cash conversion of 83.1% fell versus prior 
year (2012: 88.7%) as capital spend increased to 
£7.4 million (2012: £6.2 million) due to the opening of 
seven branches plus the Alexander Hall head office in 
2013 versus five branches in 2012. In addition, 2013 
experienced a strong end to the year with an increase 
in sales commission debtors. 
Due to the continued high cash generation of the 
Company, no overdraft facilities are in place.
Share premium account
The share premium account increased to £52.7 million 
during the year reflecting the primary issue of shares 
above nominal value, offset by directly attributable 
one-off IPO costs.
Capital contribution
The capital contribution of £2.1 million reflects the net 
benefit derived from Group tax relief passed down to 
Foxtons Group plc from its pre-IPO parent company.
Net assets
Net assets increased significantly to £142.4 million 
(2012: £55.3 million) due to:
• Profit after tax: £32.1 million; and
• Proceeds of share issue on IPO: £55.0 million.
Risk management
The Group has identified its principal risks and 
uncertainties which are detailed on pages 16 to 17. 
The Board and senior management continuously 
review these in the light of any changed 
circumstances.
Treasury policies and objectives
The Group’s treasury policy is designed to reduce 
financial risk. As the Group is now debt free, financial 
risk has naturally reduced significantly during the year. 
In addition, as the Group is totally UK-based there is 
no foreign currency risk. As a consequence of the 
above the Group has not had to enter into any 
financial instruments to protect against risk. 
Surplus cash balances are held with UK-based, at least 
A rated, banks.
Pensions
The Group does not have any defined benefit 
schemes in place but is subject to the provisions 
of auto-enrolment which requires the Company 
to make certain defined contribution payments 
for its employees.
Gerard Nieslony
Chief Financial Officer 15 Foxtons Annual Report and Accounts 2013
KEY PERFORMANCE INDICATORS
The Group uses a number of KPIs to measure its performance and review the impact of management 
strategies. The Group continues to review the mix of KPIs to ensure that these best measure our 
performance against our strategic objectives.
Measuring our progress
0
1,000
2,000
3,000
4,000
5,000
6,000
2013 2012 2011 2010
Sales volumes
3,645
4,406
4,512
5,525
0
10
20
30
40
2013 2012 2011 2010
Adjusted EBITDA Margin (%)
30.9
32.4
31.9
35.7
35.7%
+3.8%
0
3,000
6,000
9,000
12,000
15,000
18,000
21,000
2013 2012 2011 2010
Lettings volumes
17 ,514
18,904
19,242
20,538
0
10
20
30
40
50
2013 2012 2011 2010
Number of branches at year end
29
32
37
44
44
+7
0
500
1,000
1,500
2,000
2,500
3,000
2013 2012 2011 2010
Mortgage volumes
2,004
1,858
1,938
2,556
0
1,000
2,000
3,000
4,000
2013 2012 2011 2010
Average revenue per branch (£’000)
3,889
3,815
3,477
3,436
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
2013 2012 2011 2010
Average revenue per employee (£)
105,715
108,395
112,353
121,529
0
20
40
60
80
100
2013 2012 2011 2010
Balanced business (% of total revenue)
44.6
51.3
3.8
45.3
51.4
3.2
44.3
52.6
2.9
48.4
47 .7
3.5
Sales Lettings Mortgage broking Other
Approximately a 50:50 split across our sales and 
lettings business segments (Other: less than 1%).
Profile of revenue per branch reflects the significant 
growth in the branch network over the last four years 
with the new branches being in the early stages of 
their maturity.
Increasing revenue per employee (based on 
total employees). Foxtons Annual Report and Accounts 2013 16
PRINCIPAL RISKS
External factors
Risk Impact on Company
Assessment of 
change in risk 
year-on-year Mitigation of risk
Macroeconomic 
conditions
Foxtons business is 
dependent on UK 
macroeconomic 
conditions, including the 
availability of mortgage 
finance and the 
residential property 
market in London and the 
south-east specifically.
The Board regularly reviews market conditions and forward 
indicators to assess whether any action is required to reduce costs 
or vary the pace of office openings.
Property sales prices and rents are relatively high in London and 
are typically considered to be more resilient than elsewhere in the 
UK, making the value of the London market less volatile overall.
The Board endeavours to maintain a generally even balance 
between its sales and lettings revenues and profits in order to 
provide protection against volatility within property sales markets.
Government 
policy
The risk of adverse 
changes in policy, law or 
regulations may decrease 
the number of residential 
property sales and/or 
lettings transactions and 
may increase the cost of 
Foxtons services.
The Group is supported by Compliance and Legal teams who 
monitor regulatory reform proposals and participate in 
industry forums.
Foxtons centralised service structure provides it with a flexible 
platform from which to respond to regulatory change.
Competitor 
challenge
Foxtons operates in a 
highly competitive 
marketplace. New or 
existing competitors 
could develop new 
services or methods of 
working which could 
give them competitive 
advantage over Foxtons, 
including internet portals.
Foxtons continually collects information on competitor 
activity through its branch network and centralised Business 
Development teams. 
Foxtons flat management structure allows this competitor 
intelligence to be fed back to management accurately and quickly 
so that the Company can rapidly consider appropriate responses.
The Board believes that the emotional and complex nature of 
estate agency transactions means that it is unlikely that the 
internet will play a major role in the exchange or completion 
of sales or lettings transactions without the involvement of an 
estate agent. However, the challenge of the internet will be kept 
under review.
Risk management
The Company takes a proactive approach to recognising and mitigating risk with the aim of protecting 
its employees and customers and safeguarding the interests of the Company and its Shareholders in the 
constantly changing environment in which it operates. As set out in the Corporate Governance section on 
pages 20 to 47, the Group has policies and procedures in place to ensure that risks are properly identified, 
evaluated and managed at the appropriate level within the business. The identification of risks, the 
development of action plans to manage the risks, and the monitoring of progress against agreed KPIs 
are integral parts of the business process. Our process for identifying and managing risks is set out in 
detail on page 27 within the Corporate Governance section. 
The table below sets out the principal risks and uncertainties facing the business at the date of this 
Report. These do not comprise all of the risks that the Group may face and are not listed in any order 
of priority. Additional risks and uncertainties not presently known to management or deemed to be 
less material at the date of this Report may also have an adverse effect on the Group. 17 Foxtons Annual Report and Accounts 2013
Internal factors
Risk Impact on Company
Assessment of 
change in risk 
year-on-year Mitigation of risk
Client monies
Foxtons holds large 
amounts of client 
monies, which may 
be at risk in the event 
of a banking failure.
The Group holds all client monies in correctly designated client 
accounts within FCA-approved UK banks (at least A rated).
Potential for 
fraud
Foxtons operations are 
susceptible to fraud and 
bribery, which could lead 
to financial loss and 
reputational damage.
Foxtons has implemented an anti-bribery policy and provides 
appropriate training to all employees. The policy is reviewed on 
a regular basis and risk assessments are carried out periodically.
We currently have procedures in place for whistle blowing. 
However, a more formal system is to be implemented in 2014.
IT systems
Foxtons business 
operations are dependent 
on sophisticated IT 
systems which could fail, 
leading to interruption 
of service or corruption 
of data.
All key IT systems are closely monitored by internal and external 
specialist teams. Dedicated in-house IT development and 
maintenance teams exist to provide rapid response to IT 
service issues.
Business continuity and contingency plans are in place and key 
systems have resilience built in.
Group disaster recovery and business continuity procedures 
are implemented, regularly tested and reviewed. Upgrade plans 
on a physically separate location for critical systems are to 
be implemented.
People
In order to satisfy its 
expansion plans, Foxtons 
will need to ensure that 
sufficient high-quality 
people are recruited, 
trained and retained.
Foxtons structured approach to recruitment using internal 
specialist teams enables it to increase the recruitment of high-
quality people quickly, should it become necessary to do so. 
Foxtons continues to invest in training, development and 
succession planning so that future leaders can be identified 
and nurtured.
Our culture of only promoting from within generates significant 
staff loyalty within senior and mid-management.
Risk increasing 
No change 
Risk reducing
Key Foxtons Annual Report and Accounts 2013 18
Integrity
The Group’s key strategy is to provide a superior quality of service and consequently integrity is core to the Group’s values. Integrity 
is actively promoted in dealings with employees, Shareholders, customers and suppliers. The Group recognises that reputation is a 
valuable and fragile asset gained over a substantial period of time. The Group promotes high ethical standards in carrying out its 
business activities and has clear guidelines for dealing with gifts, hospitality, corruption, fraud and the use of inside information. 
Diversity
As a service business we have a particular focus on our people and we are proud of our diversity throughout the Company and our 
working practices. We recognise that our people are key to the success of the business. Our basic principle is one of meritocracy. We are 
committed to equal opportunities and the creation of an entirely non-discriminatory working environment. The aim of our diversity 
policy is to ensure that no job applicant or employee receives less favourable treatment because of gender, marital status, race, age, 
sexual preference, religion, belief or disability. All decisions are based on the merits of the individual concerned. The Group is dedicated 
to undertaking its business operations in a way which respects individual human rights, treats individuals with dignity and allows 
freedom of association. We value the contribution of each and every one of our colleagues and we have created an inspiring working 
environment where everyone is engaged and motivated.
Our diversity is shown clearly throughout the organisation where 48% of our total staff are female and 25% of our senior staff are 
female. See table below for full analysis of diversity.
Appointments to the Board are made on merit, against objective criteria and with due regard for the benefits of diversity on the Board. 
The table below reveals that 14% of the Board were female at year end.
Training
We are committed to training and developing all of our people to enhance their skills and potential in order to drive the business 
forward. Our policy is to promote from within. Ongoing training is provided throughout an employee’s career in a number of ways, 
through on-the-job coaching, formal training courses and mentoring. We also sponsor a number of our people in studying for 
appropriate professional qualifications.
Communication
Emphasis is placed on effective communication regarding matters that may affect employees and the overall performance of the Group. 
Employee engagement is achieved through a variety of means, including regular briefings and team meetings. 
Health and safety
Foxtons takes the health and safety of its employees very seriously with regular meetings chaired by the COO (Nic Budden) and reports 
back to the Board.
Human rights
This Report does not contain information about any policies of the Company in relation to human rights issues since it is not considered 
necessary for an understanding of the development, performance or position of the Group’s business activities.
End of year figures Male Female Male % Female %
Directors of parent company 6 1 86% 14%
Senior Managers (note 1) 88 29 75% 25%
All other 501 518 49% 51%
Total 595 548 52% 48%
CORPORATE SOCIAL RESPONSIBILITY
We recognise our duty to stakeholders to operate the business in an ethical and responsible manner. 
We are committed to developing our Corporate Social Responsibility agenda, recognising that it can 
play a major part in leading and influencing our people and operations.
Commitment to integrity 
and development
Note 1: Senior managers are defined as direct reports of the CEO and COO plus sales managers and lettings managers. 19 Foxtons Annual Report and Accounts 2013
Greenhouse gas emissions reporting
Being a service company our greenhouse gas emissions are minimal. Full disclosure is given below. We have targeted to reduce our 
emissions per employee by focusing on efficiencies in the Company. In particular, we aim to increase the efficiency of our car fleet 
which is a major element of our CO
2
 emissions.
Foxtons Group plc emission data for period 1 January 2013 to 31 December 2013
1
Emissions from
Tonnes of 
CO
2
e
Combustion of fuel 2,564
Electricity, heat, steam and cooling purchased for own use 2,569
Other (gas, diesel & LPG) 37
Total footprint 5,170
Company’s chosen intensity measurement:
Emissions reported above per employee
2
4.52
1  As this is the first year of Foxtons Group plc reporting on mandatory greenhouse gas emissions there is no year-on-year comparison.
2   This is based on the average number of employees at Foxtons Group plc for the year.
Total CO
2
 by emission type
50%
1%
49%
Electricity, heat & cooling
Combustion of fuel
Other (gas, diesel & LPG)
This is our first greenhouse gas (GHG) emissions report in line with UK mandatory reporting requirements, set out by the Department 
for Environment, Food and Rural Affairs (DEFRA). The mandatory requirement is for the disclosure of scope 1 and 2 emissions only. 
These are direct emissions such as heating, vehicle fuel and indirect emissions, for example purchased electricity. 
Our total GHG footprint in line with DEFRA’s mandatory reporting requirement is 5,170 tonnes CO
2
e.
Working within our local communities
Foxtons reputation and role within the local communities we operate in is very important to us. Whether at Company or individual 
office level, we are actively involved in supporting local communities, schools and charities, as well as larger-scale projects such as 
sponsoring the annual Hounslow Borough Volunteering Awards, recognising the incredible work of volunteers in the area. We believe 
this type of engagement offers not only social benefits, but benefits to our people too within the areas they live and work.
The Strategic Report, from pages 1 to 19, has been reviewed and approved by the Board of Directors on 10 March 2014.
Michael Brown
Chief Executive Officer
10 March 2014 Board of Directors 22
Chairman’s introduction 24
Corporate governance statement 25
Nominations Committee report  28
Audit Committee report 29
Directors’ Remuneration report 31
Directors’ report 43
Directors’ responsibilities 47
Governance
Foxtons Annual Report and Accounts 2013 20 21 Foxtons Annual Report and Accounts 2013 Foxtons Annual Report and Accounts 2013 22
BOARD OF DIRECTORS
Garry Watts 
Non-Executive Chairman
Michael Brown 
Chief Executive Officer
Gerard Nieslony 
Chief Financial Officer
Appointed to 
the Board
August 2013 September 2002 August 2013
Committee 
memberships
Remuneration, Nominations (Chair) None None
Previous appointments: In 1996 Garry 
joined Medeva plc as Finance Director 
and in 2000, following a merger with 
Celltech Chiroscience, he was appointed 
as Director of Celltech Group plc and 
became CEO of its Celltech Medeva 
division. Garry joined SSL International 
plc in 2001 as Finance Director and 
was subsequently appointed as its 
CEO from 2004 to 2010. In addition 
to his executive roles, Garry was a 
non-executive member of the board, 
and chairman of the audit and risk 
committee, of the UK’s Medicines and 
Healthcare Products Regulatory Agency 
from 1991 to 2008. Between 2004 and 
2008, he was a non-executive director 
and chairman of the audit committee 
of Protherics plc.
External appointments: Garry is the 
Chairman of Spire Healthcare Group 
UK Limited and of BTG plc, Deputy 
Chairman of Stagecoach Group plc, 
and a Non-Executive Director and 
member of the audit committee of 
Coca-Cola Enterprises Inc.
Experience: Garry is a chartered 
accountant and a former partner at 
KPMG. During 2007 and 2008 he was 
a member of the Institute of Chartered 
Accountants’ Corporate Governance 
Committee. Garry is a Fellow of the 
Institute of Chartered Accountants in 
England and Wales.
Previous appointments: 
Michael started his career as 
a solicitor at Slaughter and 
May. Prior to joining Foxtons, 
Michael spent six years at 
Enron Europe as General 
Counsel and latterly as Chief 
Operating Officer. Michael 
is a former non-executive 
director of Fitness First 
Limited and Teesside Gas 
Processing Plant Limited.
External appointments: 
None
Experience: Michael Brown 
joined Foxtons in September 
2002 as Chief Operating 
Officer of Foxtons and Chief 
Executive Officer of Alexander 
Hall. He was appointed as 
Chief Executive Officer of 
the Group in 2007 when 
BC European Capital acquired 
a majority interest in the 
Foxtons business. 
Previous appointments: 
None
External appointments: 
None
Experience: Gerard Nieslony 
joined Foxtons in August 
1999 as Group Financial 
Controller and was appointed 
as Chief Financial Officer 
in 2013. Prior to joining 
Foxtons, Gerard spent two 
years at Kvaerner Oilfield 
Products Limited as Financial 
Controller. Prior to Kvaerner 
Oilfield Products Limited, 
Gerard spent 10 years at 
Duracell Batteries, initially as 
an analyst and subsequently 
as Manufacturing Financial 
Manager and then Financial 
Controller of the Duracell 
European Technical Centre. 
Gerard is a qualified 
accountant and holds a 
degree in economics from 
the University of Warwick. 23 Foxtons Annual Report and Accounts 2013
Annette Court 
Senior Independent 
Non-Executive Director
Andrew Adcock
Independent 
Non-Executive Director
Ian Barlow 
Independent 
Non-Executive Director
Stefano Quadrio Curzio
Non-independent 
Non-Executive Director
August 2013 August 2013 August 2013 June 2013 as a 
Non-Executive Director, 
prior to IPO on the Board 
since 2007.
Audit, Remuneration, 
Nominations
Audit, Remuneration (Chair), 
Nominations
Audit (Chair), Remuneration, 
Nominations
None 
Previous appointments: 
Between 2007 and 2010 
Annette was the Chief 
Executive Officer of the 
European General Insurance 
division of the Zurich 
Financial Services group. 
Prior to this, from 2001 to 
2006 she was Chief Executive 
Officer of the insurance 
division, and a member of the 
group executive management 
committee, of The Royal Bank 
of Scotland Group plc.
External appointments: She 
is a Non-Executive Director 
and a member of the risk and 
audit committees of Admiral 
Group plc and Jardine Lloyd 
Thompson Group plc and a 
Director of Skydox Ltd. In 
addition, she is a business 
mentor for Merryk & Co. Ltd 
and sits on the advisory board 
of StreetGames, a charity 
that helps disadvantaged 
young people.
Experience: Annette holds a 
degree in engineering from 
the University of Oxford.
Previous appointments: 
Andrew was, until July 
2011, managing partner of 
Brompton Asset Management 
and, until 2009, vice-
chairman of Citigroup 
Corporate Finance. He was 
previously a partner at 
Lazard LLC.
External appointments: 
Andrew is Chairman of 
Majedie Investments plc 
and a Non-Executive Director 
of F&C Global Smaller 
Companies plc, JP Morgan 
European Growth and 
Income plc, Kleinwort Benson 
Group Limited and Kleinwort 
Benson Bank Limited. He 
is also a Director of the 
Courtauld Institute of Art 
and Chairman of The Samuel 
Courtauld Trust.
Experience: Andrew has 
over 30 years of experience 
in the City of London and 
holds an MA in law and 
history of art from the 
University of Cambridge.
Previous appointments: 
Ian is a past chairman of 
WSP Group plc. He retired 
from KPMG LLP in 2008 as 
Senior Partner, London.
External appointments: He 
is a Non-Executive Director of 
Smith & Nephew plc and The 
Brunner Investment Trust PLC 
and the lead Non-Executive 
Director of HM Revenue & 
Customs. He is also Chairman 
of The Racecourse Association 
Limited and a board member 
of the China-Britain 
Business Council. 
Experience: Ian is a chartered 
accountant and a chartered 
tax adviser. He holds an MA 
in engineering science from 
the University of Cambridge.
Previous appointments: 
None
External appointments: 
Stefano joined BC Partners 
in 1996 as an investment 
executive and has been a 
director since 2004. He has 
served as an investor director 
of a number of portfolio 
companies of funds advised 
by BC Partners.
Experience: Stefano Quadrio 
Curzio has been involved 
with the Foxtons business 
since 2007 when BC 
European Capital acquired 
a majority interest. Prior to 
joining BC Partners, Stefano 
spent six years at the Boston 
Consulting Group in London. 
Stefano holds an MBA from 
Stanford University and a BA 
and MA in economics from 
the University of Cambridge. Foxtons Annual Report and Accounts 2013 24
CHAIRMAN’S INTRODUCTION
Welcome to our first corporate 
governance report
Dear Shareholders
The Board places significant importance on Corporate 
Governance and all Directors are fully aware of their duties and 
responsibilities. Committees in place include Audit, Nominations 
and Remuneration as required by the UK Corporate Governance 
Code. The Committees are working effectively with further details 
included later in this report.
The Company implemented a robust governance structure ahead 
of admission to the London Stock Exchange in September 2013 
to ensure compliance with the UK Corporate Governance Code. 
The following are some key points:
• The Board consists of three independent Non-Executive 
Directors, one Non-Executive Chairman, one non-independent 
Non-Executive Director and two Executive Directors;
• Each Non-Executive Director has a proven track record 
in business at a high level and expertise of relevance to 
the Company;
• The interests of Foxtons Executive Directors as Shareholders 
are aligned closely with those of other Shareholders;
• The Board and its committee structure, as required for a listed 
company, have been effectively implemented in practice, with 
Board committees conducting their duties rigorously and 
thoroughly. The Non-Executives have provided critical challenge 
and support to the areas of the Group which they believe are of 
particular importance;
• We will review regularly and implement as necessary any 
developments in Corporate Governance best practice and seek 
to apply them appropriately to Foxtons; and
• The Remuneration Committee utilised Deloitte as remuneration 
advisers as they were best placed to offer advice prior to and 
shortly after the IPO. However, as Deloitte are also the Group’s 
Auditor, new advisers will be engaged to provide advice going 
forward in order to ensure there can be no conflict of interest.
Fair, balanced and understandable
The Board recognises its duty to ensure that the Annual 
Report and Accounts, taken as a whole, are fair, balanced and 
understandable and provide the information necessary for 
Shareholders to assess the performance, strategy and business 
model of the Company. 
The Board has placed reliance on the following to form 
this opinion:
• A verification process dealing with the factual content of the 
Reports and to ensure consistency across the various sections;
• A common understanding amongst senior management which 
ensures consistency and overall balance; and
• The Audit Committee reviewed the Annual Report and 
Accounts and its compliance with the new requirements 
and recommended their approval by the Board.
Garry Watts
Chairman, Foxtons Group plc
10 March 2014 25 Foxtons Annual Report and Accounts 2013
Board governance
Overview
This Report sets out the Company’s governance structure and how 
it complies with the UK Corporate Governance Code (the “Code”), 
published in September 2012 by the Financial Reporting Council 
and highlights areas of focus during the year. The Report also 
includes items required by the Disclosure and Transparency Rules. 
The Code is available on the Financial Reporting Council website 
at www.frc.org.uk. 
The disclosures in this Report relate to our responsibilities for 
preparing the Annual Report (including compliance with the Code 
to the extent required), our report on the effectiveness of the 
Group’s risk management and internal control systems, and the 
functioning of our committees. 
Compliance with the Code
Since listing, the Company has complied with all the relevant 
provisions set out in the Code.
The Board
The Board comprises three independent Non-Executive Directors, 
one Non-Executive Chairman, one non-independent Non-
Executive Director and two Executive Directors. A list of the 
Directors, with brief biographical details, is provided on pages 22 
to 23. The Board is responsible for the effective oversight of the 
Company. It also agrees the strategic direction and governance 
structure that will help achieve the long-term success of the 
Company and deliver Shareholder value. The Board takes the 
lead in areas such as strategy, financial policy and making sure 
we maintain a sound system of internal control. The Board’s full 
responsibilities are included in a schedule of matters reserved 
for the Board, as set out below and available on our website.
Chairman and Chief Executive Officer
Foxtons has established a clear division between the respective 
responsibilities of the Non-Executive Chairman of the Board and 
the Chief Executive Officer. The Non-Executive Chairman is Garry 
Watts who is responsible for leading the Board’s discussions and 
decision-making. The Chairman promotes a culture of openness 
and debate by facilitating the effective contribution of Non-
Executive Directors in particular and ensuring constructive 
relations between Executive and Non-Executive Directors. 
The Chief Executive Officer is Michael Brown who, through 
delegation from the Board, is responsible for leading Foxtons 
operating performance and day-to-day management of the 
Group. This separation of responsibilities between the Chairman 
and the Chief Executive Officer, coupled with the schedule of 
reserved matters described below, ensures that no individual has 
unfettered powers of decision-making.
The matters reserved for the Board are:
• Agreeing the Group’s strategy and objectives;
• Changes to the structure and capital of the Group;
• Approval of the Annual Report and Accounts, Interim Reports 
and Interim Management Statements;
• Approval of the Group’s dividend policy and declaration 
of dividends;
• Reviewing the effectiveness of the Board;
• Reviewing the effectiveness of internal controls;
• Approving significant expenditure and material transactions 
and contracts;
• Ensuring a satisfactory dialogue with the Group’s Shareholders;
• Appointment and removal of Directors; 
• Determining the remuneration policy for the Executive 
Directors and the Chairman;
• Review of the Company’s overall Corporate Governance 
arrangements;
• Delegation of authority to the Group Chief Executive; and
• Each year, the Board will meet to set annual objectives for the 
business in line with the current Group strategy. The Board will 
monitor the achievement of the Company’s objectives through 
monthly Board reports which include updates from the Group 
Chief Executive (Group CEO), Chief Financial Officer (CFO) and 
other functions. The Board has a rolling agenda of items that 
regularly need to be considered by the Board and this agenda 
will be continually updated to include any topical matters 
that arise.
Senior Independent Director 
The Senior Independent Director (SID) is Annette Court, who 
is available to Shareholders if they have concerns that cannot 
be addressed through normal channels. The SID also acts as 
an internal sounding board for the Chairman and serves as 
intermediary for the other Directors with the Chairman when 
necessary. Neither the Chairman nor the SID are employed as 
Executives of the Group. 
Non-Executive Directors
The Company’s Non-Executive Directors provide a broad range 
of skills and experience to the Board which assists both in their 
roles in formulating the Company’s strategy and in providing 
constructive challenge to the Executive Directors. All of the 
Non-Executive Directors, except for Stefano Quadrio Curzio, 
are regarded by the Company as independent Non-Executive 
Directors within the meaning defined in the Code and free from 
any business or other relationship which could materially interfere 
with the exercise of their independent judgement. 
CORPORATE GOVERNANCE STATEMENT Foxtons Annual Report and Accounts 2013 26
Stefano Quadrio Curzio is not considered independent due to his 
position in BC Partners and its relationship with the funds which, 
prior to IPO, controlled the Company, and now holds shares 
totalling approximately 22% of the total share capital. Under the 
terms of the Relationship Agreement, BC European Capital VIII 
(the BCP fund which indirectly controls Adnams BBPM Holdings’ 
shareholding) has the right to nominate one person to be a 
Director of Foxtons Group plc for so long as the fund is interested 
in at least 15% of the Company’s ordinary shares.
Board Committees
The Board delegates authority to its Committees to carry out 
certain tasks on its behalf, so that it can operate efficiently and 
give the right level of attention and consideration to relevant 
matters. The Board has established the following Committees: 
Audit, Nominations and Remuneration. A report from each 
Committee is set out on pages 28 to 42. Each Committee reports 
to, and has its terms of reference approved by, the Board and 
the minutes of Committee meetings are reviewed by the Board. 
The terms of reference are available at www.foxtonsgroup.co.uk
Board meetings
2013 was obviously an unusual year given that the Company was 
listed in September 2013 and for the remainder of the year the 
current Board held three meetings. In future the Board plans to 
have six meetings a year with additional ad hoc meetings as 
required. The Board and its Committees have standing agenda 
items to cover their proposed business at their scheduled 
meetings which, in the Board’s case, includes a review of the latest 
financial position and current trading and an analysis of the work 
being undertaken by its Committees. The Chairman seeks to 
ensure that the very significant work of the Committees feeds 
into, and is influenced by the full Board. Most Board meetings also 
benefit from a presentation by the head of a division and technical 
and investor relations updates. The Chairman will hold meetings 
with the Non-Executive Directors without the Executive Directors 
present, and at least once a year the Senior Independent Director 
will chair a meeting of the Non-Executive Directors without the 
Chairman present to discuss the performance of the Chairman.
Attendance from listing to 31 December 2013 for all scheduled Board and Board Committee meetings is given in the table below:
Board/Committee: Board
1
Audit Nominations Remuneration
Number of meetings held 3211
Garry Watts 3 1 1
Michael Brown 3
Gerard Nieslony 3
Stefano Quadrio Curzio 3
Ian Barlow 2 2 1 1
Annette Court 3 2 1 1
Andrew Adcock 2 1 1 1
1 Excludes meetings held in relation to the IPO.
Appointment and election of Directors
The Board considers all Directors are effective, committed to their 
roles and have sufficient time available to perform their duties. 
Accordingly, all members of the Board will be offering themselves 
for election at the Company’s first Annual General Meeting to be 
held on Wednesday 21 May 2014.
All of the Directors have service agreements or letters of 
appointment and the details of their terms are set out in the 
Remuneration Report. The service agreements and letters of 
appointment are available for inspection at the Company’s 
registered office during normal business hours. No other contract 
with the Company or any subsidiary undertaking of the Company 
in which any Director was materially interested subsisted during 
or at the end of the financial year other than the relationship 
agreement mentioned on page 26. Under the relationship 
agreement BC European Capital VIII has the right to nominate 
one person to the Board of Foxtons Group plc for so long as its 
shareholding is at least 15% of the Company’s ordinary shares.
Information and professional development
It is considered of great importance that the Non-Executive 
Directors:
(1)  Attain good knowledge of the Company and its business; and
(2)  Allocate sufficient time to discharge their responsibilities to 
Foxtons effectively. 
New Directors receive a full, formal and tailored induction on 
joining the Board, including meeting with senior management and 
advisers and visits to the Group’s operational locations. The Board 
calendar is planned to ensure that Directors are briefed on a wide 
range of topics, including updates on Corporate Governance and 
regulatory matters. Directors are also given the opportunity to 
visit the Group’s branches and discuss aspects of the business with 
employees, and regularly meet the heads of the Group’s main 
departments. As well as internal briefings, Directors will attend 
appropriate external seminars and briefings. 
CORPORATE GOVERNANCE STATEMENT continued 27 Foxtons Annual Report and Accounts 2013
All Directors have access to the advice and services of the 
Company Secretary (Gerard Nieslony), who is responsible to the 
Board for ensuring the Board procedures are complied with, and 
that Directors have access to independent and professional advice 
at the Company’s expense, where they judge this to be necessary 
to discharge their responsibilities as Directors.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which 
they have or may have interests that conflict with those of the 
Company, unless that conflict is first authorised by the Directors. 
This includes potential conflicts that may arise when a Director 
takes up a position with another company. The Company’s 
Articles of Association allow the Board to authorise such potential 
conflicts, and there is in place a procedure to deal with any 
actual or potential conflict of interest. The Board deals with each 
appointment on its individual merit and takes into consideration 
all the circumstances. 
Board evaluation and effectiveness
As the Board has only been in existence for a short period of time 
an evaluation of performance has not been undertaken. The first 
full evaluation is scheduled for 2014 and will be annual thereafter.
Remuneration
Remuneration is covered in the Remuneration Report on 
pages 31 to 42 which includes a description of the work of the 
Remuneration Committee.
Accountability and audit
Financial reporting
The Group has in place a comprehensive financial review cycle, 
which includes a detailed annual budgeting process where 
budgets are prepared for approval by the Board. The Group uses 
a number of KPIs to measure both operational and financial 
activity within the business. Depending on the measure, these are 
reported and reviewed on a weekly or monthly basis. In addition, 
management receives a weekly and monthly pack of indicators 
which are the basis of regular operational meetings, where 
corrective action is taken if necessary. At a Group level a well-
developed comprehensive management accounts pack, including 
income statements, balance sheets, cash flow statements as well 
as key ratios, is reviewed monthly by management. A re-forecast 
of the current year numbers is carried out quarterly. Management 
monitors the publication of new reporting standards. 
Internal control and risk management
The Board has responsibility for establishing and maintaining 
the Group’s system of risk management and internal control to 
safeguard Shareholders’ investments and the Group’s assets and 
for reviewing the effectiveness of this system. As part of preparing 
for operating in a listed environment, a review of the existing 
controls in place was performed and additional controls were 
implemented to ensure compliance with the UK Corporate 
Governance Code. The Directors confirm that these processes 
have been in place since the date of listing and up to the date 
of approval of the Annual Report and Accounts. However, such 
a system is designed to manage rather than eliminate the risk 
of failure to achieve business objectives and can provide only 
reasonable and not absolute assurance against material 
misstatement or loss. Key elements are: 
• A system for planning, reporting and reviewing performance as 
described above;
• The Group has established processes for the identification, 
review and mitigation of risks that are reviewed regularly by 
the Executive team. These have been reviewed by the Audit 
Committee including the Group’s compliance programmes 
which support these and reflect the Group’s commitment to 
conduct its business responsibly and in accordance with all 
relevant laws and regulations. The Board has reviewed the 
Company’s strategic risks arising from the processes described; 
and 
• The Group has in place comprehensive financial controls which 
are well established and documented. On the basis of the above 
and following the guidance in “Internal Control: Guidance to 
Directors” per the Turnbull Report, the Board, advised by the 
Audit Committee, has concluded that the systems of internal 
control are effective.
The Board, having reviewed the effectiveness of the system of 
internal control, can confirm that necessary actions have been 
taken to remedy any significant failings or weaknesses identified. 
Whistle blowing 
Through initial induction and ongoing training the Group 
encourages staff to report any concerns which they feel need 
to be brought to the attention of management concerning any 
possible impropriety, financial or otherwise. A more formal whistle 
blowing system is being implemented.
Relations with Shareholders
Responsibility for Shareholder relations rests with the Chairman, 
Chief Executive and Head of Investor Relations. They ensure that 
there is effective communication with Shareholders on matters 
such as governance and strategy, and are responsible for ensuring 
that the Board understands the views of major Shareholders. Foxtons Annual Report and Accounts 2013 28
The Board aims to present a balanced and clear view of the 
Group in communications with Shareholders and believes that 
being transparent in describing how we see the market and the 
prospects for the business is extremely important. We intend to 
communicate with Shareholders in a number of different ways. 
The formal reporting of our full and half year results will be a 
combination of presentations, group calls and one-to-one 
meetings. The full and half-year reporting will be followed by 
investor meetings in a variety of locations where we have 
institutional Shareholders. We will also regularly meet with 
existing and prospective Shareholders to update them on our 
latest performance or to introduce them to the Company and 
periodically arrange a visit to the business to give analysts and 
major Shareholders a better understanding of how we manage 
our business. These visits and meetings are principally undertaken 
by the CEO, COO, CFO and Head of Investor Relations with any 
relevant material being uploaded to the corporate website so 
being available to all Shareholders.
The Board intends to receive regular updates on the views of its 
Shareholders from the Head of Investor Relations and its brokers, 
which will be a standing agenda item for all Board meetings. 
In addition, the Senior Independent Director is available to 
meet Shareholders if they wish to raise issues separately from 
the arrangements as described above. 
Annual General Meeting
The Company’s first AGM since listing will be held at 10 am on 
21 May 2014 at Building One, Chiswick Park, 566 Chiswick High 
Road, London W4 5BE. Full details of the meeting are set out in 
the Notice of Annual General Meeting sent with this Report. 
All Shareholders have the opportunity to attend and vote at the 
AGM and those Shareholders unable to attend are encouraged 
to vote using the proxy card enclosed with this Report, or 
electronically, by following the instructions set out in the 
Notice of Meeting. All documents relating to the AGM are 
available on the Company’s website at: www.foxtonsgroup.co.uk.
The AGM is the Company’s principal forum for communication 
with private Shareholders. In addition to the formal business, 
there will be a presentation by the CEO, COO and CFO on 
the performance of the Company and its future development. 
The Chairman of the Board and the Chairman of the Committees, 
together with the Executive Directors, will be available to answer 
Shareholders’ questions at the AGM.
Nominations Committee
Chairman: Garry Watts
Other members: Ian Barlow, Andrew Adcock, Annette Court
Biographies are detailed on pages 22 and 23.
Welcome to the Company’s first Nominations Committee Report.
All of the members of the Committee are Non-Executive 
Directors. 
The Committee met once during the year with attendance 
disclosed on page 26.
Roles and responsibilities
The main responsibilities of the Committee are to assist the 
Board with succession planning and with the selection process 
for the appointment of new Directors, both Executive and 
Non-Executive, including the Chairman, and to have oversight 
of senior management succession planning. 
This involves:
• Evaluating the balance and skills, knowledge and experience 
on the Board and identifying the capabilities required for a 
particular appointment; 
• Overseeing the search process; and 
• Evaluating an annual succession planning report from the CEO 
in relation to senior management. 
The full terms of reference of the Committee are available on our 
website at www.foxtonsgroup.co.uk.
The Group’s policy on diversity is detailed within our Corporate 
Social Responsibility report on page 18.
Main activities
During the short period since IPO, the Committee had one 
meeting with the principal work being to review its terms of 
reference and set out an agenda for 2014.
Garry Watts
Chairman of the Nominations Committee
10 March 2014
CORPORATE GOVERNANCE STATEMENT continued 29 Foxtons Annual Report and Accounts 2013
Audit Committee
Chairman: Ian Barlow
Other members: Annette Court, Andrew Adcock
Biographies are detailed on pages 22 and 23.
Welcome to the Company’s first Audit Committee Report. 
All members of the Committee were appointed in August 2013. 
Each member is an independent Director and deemed to be 
financially literate by virtue of their business experience with the 
Chairman, Ian Barlow, being a chartered accountant and chartered 
tax adviser. The Committee met twice during the year with 
attendance disclosed on page 26.
Role and responsibilities
The primary function of the Audit Committee is to assist the 
Board in fulfilling its responsibilities to protect the interests of the 
Shareholders with regard to the integrity of the financial reporting, 
audit, risk management and internal controls. This comprises:
Financial reporting
• Monitoring and reviewing the Group’s accounting policies, 
practices and significant accounting judgements; and
• Receiving the annual and half yearly financial statements and 
any public financial announcements and advising the Board on 
whether the Annual Report and Accounts are fair, balanced 
and understandable.
External audit
• Approving the appointment and nominating the reappointment 
of the external Auditor and their terms of engagement and fees;
• Considering the scope of work to be undertaken by the external 
Auditor and reviewing the results of that work;
• Reviewing and monitoring the independence of the external 
Auditor and approving their provision of non-audit services; and
• Reviewing the effectiveness of the external Auditor.
Internal controls
• Ensuring compliance with the UK Corporate Governance Code;
• Reviewing whether the Company should have an internal audit 
function; and
• Overseeing the Group’s procedures for detecting fraud.
Risk management
• Monitoring the effectiveness of the risk management systems 
and processes; and
• Assessing and advising the Board on the internal financial, 
operational and compliance controls.
Governance processes
The Audit Committee usually invites the full Board, plus the COO 
and the external Auditor, to attend each meeting. Other members 
of management attend as and when requested. The Committee 
held a private session with the external Auditor without members 
of management being present at the February 2014 meeting.
Main activities
During 2013, in the short period since IPO, the Committee had 
two meetings, with the principal work being: 
• Adopting the Committee’s terms of reference; these are set out 
on our website at: foxtonsgroup.co.uk;
• Reviewing drafts of the 2013 Annual Report and Accounts; 
• Reviewing the quarter 3 Interim Management Statement;
• Reviewing the Group’s accounting policies and key accounting 
judgements with particular focus on:
• Accounting for intangibles and the annual impairment review, 
where there is very significant headroom;
• Revenue recognition including the deferred lettings provision 
for which policy and practice is considered appropriate and is 
unchanged from previous periods; and
• Capitalisation of expenditure principally on new branches 
where the policy is unchanged as set out in the accounting 
policy notes to the accounts. 
• Reviewing the need for an internal audit function, concluding 
that this is not presently required because of the simplicity 
of the Group’s centralised business model combined with 
existing assurance activity in the key control areas. This will 
be reviewed annually; 
• Agreeing the Audit Committee rolling agenda for 2014;
• Agreeing the policy for approval of non-audit services 
provided by the external Auditor – details are on our website: 
www.foxtonsgroup.co.uk;
• Considering the risk assessment, mitigation actions and 
assurance activities produced by management; 
• Receiving a report on the IT function and how its risks are 
managed with particular focus on IT security; and
• Reviewing and approving the external audit plan. Foxtons Annual Report and Accounts 2013 30
In February 2014, the Committee had one further meeting which 
covered the following:
• Reviewing the Annual Report and Accounts for 2013 and 
recommending to the Board their adoption as fair, balanced 
and understandable. In fulfilling this task the Audit Committee 
reviewed the process undertaken to produce the Annual Report 
and Accounts, which included guidance given to contributors, 
internal verification processes and content approval procedures. 
The Committee also reviewed supporting papers to ensure the 
Annual Report and Accounts are factually correct;
• Receiving the external Auditor’s Report to the Audit Committee;
• Reviewing the effectiveness and recommending the 
reappointment of the external Auditor; and
• Reviewing the effectiveness of the whistle blowing policy 
(see pages 17 and 27).
External Auditor 
The external Auditor, Deloitte LLP, has audited the accounts of 
the Group since 2009 under the same partner, Richard Muschamp. 
No tender has been conducted since their appointment. As a 
FTSE 250 group, we will comply with the new provisions being 
introduced by Order of the Competition Commission requiring an 
audit tender at least every 10 years and our approach to this will 
be considered during 2014. There are no contractual obligations 
on the Company which restrict the choice of Auditor. 
As noted, we reviewed the effectiveness of the external Auditor. 
We did this by:
• Reviewing their proposed plan for the 2013 audit;
• Discussing the results of their audit including their views on 
material accounting issues and key judgements and estimates 
and their audit report;
• Considering the robustness of the audit process;
• Reviewing the quality of people and service provided by 
Deloitte; and
• Confirming their independence and objectivity.
We concluded that we were satisfied with their performance and 
independence and recommended their reappointment.
Non-audit services
Total non-audit services provided by Deloitte LLP for the year 
ended 31 December 2013 were £1.1 million (2012: £0.1 million). 
Clearly 2013 was an unusual year due to the involvement of 
Deloitte in the IPO process (IPO fees: £0.9 million). 
The details of our policy are set out on our website 
www.foxtonsgroup.co.uk. In brief, there are certain services 
termed “excluded services” that are not permitted to be provided 
by the external Auditor. Excluded services refers to the situation 
where the Auditor could audit their own work or work to which 
they have contributed. All other non-audit services provided by 
the external Auditor are subject to prior approval by the Audit 
Committee. The Audit Committee approves in advance an annual 
budget for tax compliance services and will delegate authority. 
The Committee also delegates authority to the Chief Financial 
Officer for engagements, other than excluded services, that 
individually do not exceed £50,000 and cumulatively for the 
year will not exceed £100,000. Any engagement where the 
fee is contingent must always be approved in advance by the 
Audit Committee. 
Annual evaluation of the Audit Committee’s performance
As the Audit Committee has only been in existence for a short 
period of time, an evaluation of performance has not been 
undertaken. The first full evaluation is scheduled for 2014 and 
will be annually thereafter.
Ian Barlow
Chairman of the Audit Committee
10 March 2014
CORPORATE GOVERNANCE STATEMENT continued 31 Foxtons Annual Report and Accounts 2013
DIRECTORS’ REMUNERATION REPORT
Annual statement from the 
Remuneration Committee Chairman
On behalf of the Board, I am pleased to present our first 
Remuneration Report since listing in September 2013, which 
has been prepared in accordance with the relevant provisions of 
the Listing Rules, section 421 of the Companies Act 2006 and 
Schedule 8 of the Large and Medium-sized Companies and 
Groups (Accounts and Reports) Regulations 2008 (as amended). 
This Report is set out in two parts:
• Policy Report – This sets out our Remuneration Policy for 
all Directors of the Group and will be subject to a binding 
Shareholder vote at our 2014 AGM.
• Annual Report on Remuneration – This sets out how our 
Directors were paid in 2013 and how we will apply our Policy 
in 2014. There will be an advisory Shareholder vote on this 
section of the Report at the 2014 AGM.
Our approach to remuneration 
In the second half of 2013, we undertook a full review of our 
remuneration framework to ensure that, post listing, it was 
aligned with best practice while continuing to attract and secure 
the right people. The result is a framework which delivers market 
competitive packages that are aligned with the interests of 
our Shareholders. 
For the avoidance of doubt, as a Committee, we are mindful of 
the need to pay no more than is necessary to attract and retain 
high-quality talent and have kept the remuneration framework 
simple and transparent to ensure full alignment with our business 
operating model. A significant portion of the remuneration 
packages for our Executive Directors is linked to the medium and 
long-term performance of the Group and incorporates our key 
performance indicators including earnings performance, organic 
expansion and a sustainable increase in Shareholder value. 
Remuneration decisions in respect of 2013
No bonus or LTIP arrangements were put in place for the 2013 
financial year due to the uncertainty created by the IPO process. 
As a result, total remuneration paid to the Executives Directors in 
2013 was £0.8 million lower than in 2012. 2014 will therefore be 
the first year the new arrangements set out on page 39 apply.
Remuneration decisions for 2014
On IPO, the CEO’s basic salary was reduced from £650k to £420k 
as part of the restructuring of his remuneration package to bring 
it more in line with typical listed practice. In keeping with that 
philosophy, we are proposing that his salary will be increased in 
line with inflation by 2.7% to £431,340 for 2014.
Prior to IPO, the CFO’s package was very heavily focused on 
variable pay. However, following our remuneration review the 
Committee determined that his package should be re-balanced 
to bring it more in line with typical listed practice. This process 
began by increasing his salary from £110k to £200k on listing. 
We completed this process by further increasing his salary to 
£275k from 1 January 2014, thus bringing his total package in line 
with the market.
The report that follows gives full details of all aspects of Directors’ 
remuneration in line with latest guidance and requirements. 
In summary, the Chairman will receive fees at an annualised 
rate of £175,000. The CEO will receive an annualised salary 
of £431,340 and the CFO will receive an annualised salary 
of £275,000. No performance related payments were made 
or awards granted in respect of 2013.
At our forthcoming AGM, we will be seeking Shareholder approval 
for a below Board long-term share plan. Individuals who are key to 
the success of Foxtons will be invited to participate in this plan on 
a periodic basis. No Executive Director will participate in this plan.
Looking to the future
Our new remuneration framework ensures that we are now well 
placed to incentivise and motivate our Executive Directors to 
achieve the business objectives of the Group and thereby to 
continue our strong performance since listing. 
We value all feedback from Shareholders and hope to receive your 
support at the forthcoming AGM.
Andrew Adcock
Chairman of the Remuneration Committee
10 March 2014 Foxtons Annual Report and Accounts 2013 32
Policy Report (non-audited)
This Remuneration Policy will come into legal effect from 21 May 2014 subject to Shareholder approval at the 2014 AGM, although in 
practice the Policy has been applied since 1 January 2014.
Policy table for Executive Directors
Component Purpose and link to strategy Operation Maximum Performance framework
Base salary Core element of 
remuneration set at a 
level to attract and retain 
Executive Directors of 
the required calibre to 
successfully deliver 
Foxtons strategy.
•  Fixed cash amount 
paid monthly.
• A number of factors are 
taken into account when 
setting salary, including:
• Scope and 
responsibilities of role;
• Skills, experience and 
circumstances of 
individual;
• Appropriate market 
data; and
• Pay and conditions 
elsewhere in Foxtons.
•   Salary levels are 
typically reviewed on 
an annual basis. 
• Although the Committee 
does not consider it 
appropriate to set a 
defined maximum limit 
on pay increases, the 
intention is that ordinarily 
the Executive Directors’ 
increases will be in line 
with those given to our 
employees whose pay is 
non-commission based.
•   Increases may be made 
above this in certain 
circumstances, including:
• Progression within 
the role;
• Increase in scope and 
responsibility of the 
role; and
• Increase in experience 
where an individual has 
been recruited on a 
lower salary initially.
N/A
Benefits To provide Executive 
Directors with market 
competitive benefits 
consistent with the role.
•   Various cash/non-cash 
benefits are provided to 
Executive Directors which 
may include a company 
car (or cash equivalent), 
life assurance, private 
medical insurance, 
health club membership 
and other benefits 
as appropriate.
•   Executive Directors would 
also be able to participate 
in any all-employee 
share plans on the same 
basis as other eligible 
employees, should such 
plans be implemented by 
the Company.
•   Although the Committee 
does not consider it 
appropriate to set a 
maximum benefits level, 
they are set at an 
appropriate level for the 
specific nature of the role.
N/A
DIRECTORS’ REMUNERATION REPORT continued 33 Foxtons Annual Report and Accounts 2013
Policy table for Executive Directors (continued)
Component Purpose and link to strategy Operation Maximum Performance framework
Retirement 
benefits
To provide funding for 
Executive Directors’ 
retirement at market 
competitive levels 
consistent with the role.
• Pension contributions 
are made to a personal 
pension scheme or cash 
allowances in lieu of 
contributions paid.
• 20% of base salary. N/A
Annual 
bonus
Variable pay opportunity 
set at a market competitive 
level designed to motivate 
and reward Executive 
Directors for the 
achievement of business 
objectives on an 
annual basis.
•  Payments are typically 
made in cash based on 
annual performance 
against targets set 
and assessed by 
the Committee. 
The Committee may 
determine that an 
element of the bonus 
is deferred into shares.
• All payments are at 
the discretion of the 
Committee who can 
therefore adjust them 
to ensure payouts are 
reflective of performance.
• Usual maximum of 
125% of base salary.
• Absolute maximum of 
150% of base salary 
provided for in plan rules.
• Performance measures are 
determined with reference 
to Foxtons key strategic 
business objectives for 
the year.
• No less than 50% of the 
bonus will be dependent 
on financial measures and 
the remainder will be 
based on non-financial 
measures that are aligned 
to the strategic priorities 
of the business.
• At threshold performance, 
25% of the maximum 
pays out. Below this level 
of performance, no bonus 
pays out.
LTIP Variable pay opportunity 
set at a market competitive 
level designed to motivate 
and reward Executive 
Directors for the 
achievement of business 
objectives over the 
longer term.
• Usually a contingent 
award of shares or grant 
of nil cost options is 
made annually.
• Vesting of the award 
is dependent on the 
achievement of 
performance targets, 
typically measured over 
a three-year period.
• In certain circumstances 
such as an individual 
engaging in misconduct or 
a material misstatement 
of results, the Committee 
has discretion to:
• Reduce or cancel 
unvested awards;
• Delay vesting;
• Impose additional 
conditions; and
• Amend performance 
conditions.
• Usual maximum of 
150% of base salary.
• Absolute maximum of 
200% of base salary 
provided for in plan rules.
• At least 50% of the LTIP 
will be based on financial 
measures with the 
remainder based on share 
price related measures.
• For threshold levels of 
performance, 25% of the 
award will vest. Below 
this level of performance, 
the award will not vest. 
100% of the award will 
vest for maximum 
performance. Vesting 
between these points will 
be on a straight-line basis. Foxtons Annual Report and Accounts 2013 34
Discretion
The Committee reserves the right to make any remuneration 
payments and payments for loss of office (including exercising 
any discretions available to it in connection with such payments) 
that are not in line with the Policy set out above where the terms 
of the payment were agreed:
(i) before the Policy came into effect; or
(ii) at a time when the relevant individual was not a Director 
of the Company and, in the opinion of the Committee, the 
payment was not in consideration for the individual becoming 
a Director of the Company. 
For these purposes “payments” includes the Committee satisfying 
awards of variable remuneration and an award over shares is 
“agreed” at the time the award is granted.
The Committee will operate the annual bonus and LTIP in 
accordance with the relevant plan rules. The Committee retains 
discretion as to the operation and administration of these plans 
as follows:
Annual bonus
• The Committee may settle an award in shares; and
• The Committee may amend the performance targets 
applying to an award in exceptional circumstances if the new 
performance targets are considered fair and reasonable and are 
neither materially more nor materially less challenging than the 
original performance targets.
LTIP
• The Committee may settle an award in cash;
• The Committee may amend the performance conditions 
applying to an award in exceptional circumstances if the new 
performance conditions are considered fair and reasonable and 
are neither materially more nor materially less challenging than 
the original performance conditions; and
• In the event of a variation of share capital, demerger, special 
dividend, distribution or any other corporate event which may 
affect the current or future value of an award, the Committee 
may adjust the number of shares or the option price. 
Any use of the above discretions would, where relevant, be 
explained in the Annual Report on Remuneration and may, as 
appropriate, be the subject of consultation with the Company’s 
major Shareholders.
Takeover or other corporate event
For LTIP awards, on a takeover or other corporate event, generally 
the performance period will end on the date of the event. The 
Committee will determine the extent to which performance 
conditions have been achieved at this point taking into account 
relevant factors given the shortened period. Such early vesting 
would generally be on a time pro-rata basis. 
Alternatively, in certain circumstances the Committee may allow 
awards to continue in line with the original terms of the LTIP.
The Committee has the discretion to take other action as 
appropriate if other events occur which may have an effect 
on awards.
In the event that all-employee plans are operated, they would 
be expected to vest on a takeover or other corporate event and 
those which have to meet requirements to benefit from tax 
benefits would vest in accordance with those requirements.
Minor changes
The Committee may make minor amendments to the Policy set 
out above (for regulatory, exchange control, tax or administrative 
purposes or to take account of a change in legislation) without 
obtaining Shareholder approval for that amendment.
Performance measures and target setting
The annual bonus is based on both financial and non-financial 
performance measures which are aligned with Foxtons annual 
strategic plan. 
The LTIP is based on a combination of financial and share price 
measures chosen to motivate and reward Directors for the 
successful achievement of long-term sustainable performance 
and to ensure maximum alignment with Shareholders. 
Targets for both incentive plans are set on an annual basis by 
the Committee and take into account a number of internal and 
external reference points including historic performance, internal 
expectations and broker forecasts.
DIRECTORS’ REMUNERATION REPORT continued 35 Foxtons Annual Report and Accounts 2013
Policy table for Chairman and Non-Executive Directors
Purpose and link to strategy Operation Other items
To enable Foxtons to attract and retain 
Non-Executive Directors of the required 
calibre by offering market competitive fees.
• The Chairman is paid an all-inclusive fee 
for all Board responsibilities.
• Non-Executive Directors receive a basic 
Board fee.
• Additional fees may be payable for 
additional Board responsibilities such 
as chairmanship or membership of 
a Committee.
• The Committee reviews the fees paid to 
the Chairman and the Board reviews the 
fees paid to Non-Executive Directors, 
periodically. The Committee or the Board 
(as the case may be) may increase the 
fees, and any such increases will take 
into account factors including:
• Scope and responsibility of the role; 
and
• Appropriate market data.
• No Director plays a role in determining 
their own remuneration.
• The fees set out in this table are the sole 
element of Chairman and Non-Executive 
Director remuneration.
The Committee does not consider it appropriate to set a maximum limit on increases in the fees of the Chairman and Non-Executive 
Directors. However, the fees have been and will be set within the aggregate limits set out in the Company’s Articles of Association as 
approved by Shareholders. Foxtons Annual Report and Accounts 2013 36
Illustrations of Remuneration Policy
The charts below illustrate the application of the Remuneration Policy set out in the Policy table for the Executive Directors. 
£0
£250,000
£500,000
£750,000
£1,000,000
£1,250,000
£1,500,000
£1,750,000
Maximum
performance
In line with
expectations
Minimum
performance
£0
£250,000
£500,000
£750,000
£1,000,000
£1,250,000
£1,500,000
£1,750,000
Maximum
performance
In line with
expectations
Minimum
performance
Fixed remuneration Annual variable remuneration Long-term variable remuneration
CEO CFO
100%
£515,000
54%
30%
32%
38%
£1,701,000
29%
17%
£946,000
30%
100%
£326,000
54%
32%
38%
£1,082,000
29%
17%
£601,000
The assumptions used for these charts are as follows:
Levels of performance Assumptions
Fixed pay All scenarios • Total fixed pay comprises base salary, benefits and pension.
• Base salary – effective as at 1 January 2014.
• Benefits – effective as at 1 January 2014.
• 15% of base salary pension contributions.
Variable 
pay
Minimum 
performance
• No payout under the annual bonus.
• No vesting under the LTIP.
Performance in line 
with expectations
• 50% of the maximum potential payout under the annual bonus (i.e. 62.5% of salary).
• 25% vesting under the LTIP (i.e. 37.5% of salary).
Maximum 
performance
• 100% of the maximum potential payout under the annual bonus (i.e. 125% of salary).
• 100% vesting under the LTIP (i.e. 150% of salary).
LTIP awards have been shown at face value with no share price growth, dividends or discount rate assumptions.
DIRECTORS’ REMUNERATION REPORT continued 37 Foxtons Annual Report and Accounts 2013
Approach to remuneration on recruitment
Overarching principle
In order to maintain Foxtons competitive advantage, it is 
important that we are able to recruit Directors of the calibre 
required to successfully deliver our strategic priorities.
Recruitment of Executive Directors
When determining the remuneration arrangements of a new 
appointment to the Board (including internal promotions), the 
Committee would seek to apply the following principles:
• Although we operate in a competitive market for talent, we are 
mindful to pay no more than is necessary to attract and retain 
high-quality talent;
• The remuneration package of a new Executive Director will be 
consistent with the Policy table set out above. However, at 
recruitment, the Committee would retain the discretion to flex 
the balance between annual and long-term incentives and the 
measures used to assess performance for these elements, with 
the intention that a significant portion would be delivered 
in shares;
• The maximum level of variable remuneration is 350% of salary 
(excluding buy outs), in line with the Policy as set out in the 
table above;
• It may be necessary to “buy out” remuneration arrangements 
forfeited on leaving a previous employer on appointment. Such 
payments or awards could include cash as well as performance 
and non-performance related share awards, and would be in 
such form as the Committee considers appropriate taking into 
account all relevant factors such as the form, expected value, 
anticipated vesting and timing of the forfeited remuneration. 
The Committee’s intention is that the value awarded would 
be equivalent to the value forfeited;
• An Executive Director may initially be hired on a contract 
requiring 24 months’ notice which then reduces pro-rata over 
the course of the first year of the contract, to requiring 12 
months’ notice;
• Appropriate relocation costs and support may be provided as 
appropriate; and
• Where an Executive Director is appointed from within the 
organisation, the normal policy of the Company is that any 
legacy arrangements would be honoured in line with the 
original terms and conditions. Similarly, if an Executive Director 
is appointed following Foxtons acquisition of or merger 
with another company, legacy terms and conditions would 
be honoured.
The Committee retains discretion to make appropriate 
remuneration decisions outside the standard Policy to meet 
the individual circumstances of recruitment when:
• An interim appointment is made to fill an Executive Director 
role on a short-term basis; and
• Exceptional circumstances require that the Chairman or a 
Non-Executive Director takes on an executive function on 
a short-term basis.
Recruitment of Chairman and Non-Executive Directors
On the appointment of a new Chairman or Non-Executive 
Director, the fee will normally be consistent with the Policy 
set out above. Where specific cash or share arrangements are 
delivered to the Chairman or Non-Executives, these will not 
include share options or any other performance related elements.
Service contracts
The current service contracts of the CEO and CFO can be 
terminated by not less than 12 months’ and six months’ notice 
respectively given in writing by either party to the contract. 
The appointment of the Chairman and each of the Non-Executive 
Directors is for an initial period of three years, which is renewable, 
and is terminable by the Chairman/Non-Executive Director 
(as applicable) or the Company on three months’ notice. 
No contractual payments would be due on termination. 
Policy on payment for loss of office 
Where an Executive Director leaves employment, the 
Committee’s approach to determining any payment for loss 
of office will normally be based on the following principles:
• The Committee’s objective is to find an outcome which is in 
the best interests of both Foxtons and its Shareholders while 
taking into account the specific circumstances of cessation 
of employment;
• The Committee must satisfy any contractual obligations 
agreed with the Executive Director. This is dependent on the 
contractual obligations (i) not being in contradiction with 
the Policy set out in this Report, or (ii) if so, not having been 
entered into on a date later than 27 June 2012, in accordance 
with the relevant legislation; and
• Other than in circumstances where the Company is entitled 
to terminate employment summarily, if the employment of 
an Executive Director is terminated with immediate effect, 
a payment in lieu of notice may be made which would not 
exceed 12 months’ base salary for the current CEO and six 
months’ base salary for the current CFO. This payment may 
be subject to mitigation if alternative employment is taken 
up during this period. Foxtons Annual Report and Accounts 2013 38
The treatment of outstanding incentive awards will be governed by the relevant plan rules as set out in the table below:
Plan Automatic Good Leaver categories Treatment for Good Leavers
Treatment for all other reasons 
for leaving
Annual 
bonus
• Death
• Ill-health, injury or disability
• Employing company being 
transferred to a person which is 
not a Group member
• Transfer of undertaking
• Any other reason, except 
summary dismissal, as the 
Committee determines
• The participant will normally retain 
their entitlement to the bonus to 
the extent that the performance 
targets have been met.
• Bonuses will normally be subject 
to time pro-rating to reflect the 
period in employment, although 
the Committee has the discretion 
to vary this.
• The Committee may determine 
that the bonus payment is 
calculated and made, at their 
discretion, at cessation 
instead of at the end of the 
performance period.
• All other leavers will forfeit 
their entitlement to an annual 
bonus payment.
LTIP • Death
• Ill-health, injury or disability
• Employing company being 
transferred to a person which is 
not a Group member
• Transfer of undertaking
• Any other reason, except 
gross misconduct, as the 
Committee determines
• Awards will normally vest on a 
time-apportioned basis taking into 
account the achievement of the 
relevant performance conditions 
at the vesting date.
• The vesting date for such awards 
will normally be the original vesting 
date, although the Committee has 
the flexibility to determine that 
awards can vest upon cessation 
of employment.
• On death, the Committee may 
exercise discretion to allow 
awards to vest, as soon as 
practicable, taking into account 
performance achieved.
• On vesting, shares will be 
transferred to the participant as 
soon as practicable. For options, 
participants will have up to six 
months from the date of vesting 
to exercise their awards. 
• Awards will normally lapse in full 
(unless otherwise determined by 
the Committee).
In the event that a buyout award is made on recruitment, the leaver provisions would be determined at the time of the award.
Differences in remuneration policy for Executive Directors 
compared with other employees
As for our Executive Directors, the remuneration for the 
majority of our employees is weighted towards variable pay. 
However, unlike our Executive Directors, where their variable 
pay is linked to a mixture of short- and long-term Group 
wide performance measures, the majority of our employees’ 
remuneration is linked to individual / team performance measured 
over the shorter term. This is consistent with their focus on the 
selling and letting of properties within particular geographical 
areas. Selected individuals may be chosen to participate in a 
below Board long-term share plan as and when appropriate. 
No Executive Director will participate in this plan. 
Consideration of employment conditions elsewhere 
in Foxtons
Although pay and employment conditions elsewhere in the 
Company are taken into account to ensure the relationship 
between the pay of Executive Directors and employees remains 
appropriate, the Committee does not consult with employees 
when formulating the Remuneration Policy set out in this Report.
Consideration of Shareholder views
The Committee takes an active interest in Shareholder views and 
these help shape the structure of the Directors’ remuneration 
arrangements at Foxtons. The Committee also monitors published 
Shareholder guidelines and will incorporate further best practice 
features as appropriate.
DIRECTORS’ REMUNERATION REPORT continued 39 Foxtons Annual Report and Accounts 2013
Annual report on remuneration
Foxtons Group plc listed on the London Stock Exchange on 
20 September 2013. As such, there are a number of disclosures 
for which we are only required to report “part-year” figures. 
However, given the introduction of the new remuneration 
disclosure regulations, and the spirit of transparency that they 
are trying to achieve, we have set out full-year numbers 
wherever possible.
We are committed to maintaining an open and transparent 
dialogue with our Shareholders and hope that the level of 
disclosure we have provided this year will ensure that decisions 
made on remuneration are fully explained, thereby helping us 
to build a positive relationship with our Shareholders.
Implementation for 2014 (non-audited)
Base salary
As explained in the Remuneration Committee Chairman’s 
statement set out above, prior to IPO we reviewed the salaries 
of our Executive Directors against other companies comparable 
to Foxtons. The results of that review are set out below.
2013 salary* 2014 salary
Michael Brown £420,000 £431,340
Gerard Nieslony £200,000 £275,000
* From September 2013. Prior to this date Michael Brown’s basic salary was 
£650,000 and Gerard Nieslony’s was £110,000.
Benefits
For 2014, Executive Directors will be provided with a company 
car (or cash equivalent), health club, life assurance and private 
medical insurance.
Annual bonus
In recent years, Foxtons business model has generated high 
levels of revenue growth and profitability. Through our focus 
on higher-volume, higher-value markets combined with the real 
competitive advantage that our business model provides we 
will continue to strive to achieve high levels of profitability. 
For this reason, Adjusted EBITDA is an important measure of 
annual performance.
The remainder of the bonus will be based on non-financial targets 
which will be aligned to the key strategic priorities of Foxtons for 
that year. These may change from year to year to respond to the 
dynamic market in which we operate. 
We have a proven track record of expansion. Consequently, 
opening new branches will create significant opportunities for the 
Group. For 2014, the opening of new branches on time and within 
budget is key to the successful delivery of our ambitious growth 
plan and so has been included as an important component of the 
annual bonus.
For 2014, 80% of the bonus opportunity will be dependent on 
Foxtons annual Adjusted EBITDA performance compared to 
our internal plan. The non-financial element, representing the 
remaining 20% of the total bonus, will be dependent on the 
planned number of new branches opening on time and to budget 
during the year.
Shareholders will recognise that we operate in a very competitive 
market and so we will not be disclosing prospective bonus 
performance targets for reasons of commercial sensitivity. We 
will, however, provide a full retrospective rationale each year of 
why bonuses were paid to ensure that Shareholders can clearly 
identify the close link between pay and performance at the Group.
LTIP
To ensure a focus on the longer-term performance of Foxtons, we 
will be making LTIP awards for the first time in 2014. We have 
given careful consideration to the appropriate measures by which 
to assess performance while being mindful that we need to 
align our Executive Directors as closely as possible with the 
Shareholder experience.
For 2014, 70% of the LTIP will be based on Earnings Per Share 
(EPS) performance. We believe that this is an important measure 
of the Group’s financial performance and so will incentivise 
Executive Directors towards the sustainable long-term growth 
of the business. 
Following careful consideration to ensure that this element 
of the award is sufficiently stretching to incentivise superior 
performance, the Committee has set the targets as follows 
for 2014:
Basic EPS growth required over the 
three-year performance period
Threshold (25% vesting) 19%
Maximum (100% vesting) 44%
There will be straight-line vesting between these performance 
points.
The remaining 30% of the 2014 award will be based on relative 
Total Shareholder Return performance against the FTSE 250 
(excluding financial services and oil & gas companies). We have 
chosen TSR as a measure as we believe that this is aligned to 
Shareholder value creation and is a very transparent measure.
The relative TSR targets for 2014 will be as follows:
Relative TSR performance against the 
comparator group over the three-year 
performance period
Threshold (25% vesting) Median
Maximum (100% vesting) Upper quartile
There will be straight-line vesting between these performance 
points.
Pension
For 2014, contributions of 15% of salary will be made to the 
Executive Directors’ personal pension schemes. Alternatively, 
a cash allowance equal to this value may be paid.
Non-Executive Director fees
For 2014, the fees for the Chairman and Non-Executive Directors 
will be as follows:
Chairman of Company £175,000
Basic fee for other Non-Executive Directors £60,000 Foxtons Annual Report and Accounts 2013 40
Single total figure of remuneration (audited)
The tables below set out the total remuneration for the Directors for 2012 and 2013. The figures disclosed for the Non-Executive 
Directors are only in respect of their services since appointment on 23 August 2013.
£’000
2013 
Salary 
and fees Benefits Bonus LTIP Pension
Payments 
in lieu of 
pension Other
1
Total
Executive
Michael Brown 589 19 – – – 16 – 624
Gerard Nieslony 134 7–– 9–– 150
Non-Executive
Garry Watts 62 – – – – – 25 87
Ian Barlow 21 – – – – – 25 46
Annette Court 21 – – – – – 25 46
Andrew Adcock 21 – – – – – 25 46
Stefano Quadrio Curzio ––––––––
FA Corp Sarl 15 –––––– 15
Total 863 26 – – 9 16 100 1,014
£’000
2012
Salary 
and fees Benefits Bonus LTIP Pension Total
Executive
Michael Brown 650 18 660 – – 1,328
Gerard Nieslony 110 6 107 – 1 224
Non-Executive
Garry Watts – – – – – –
Ian Barlow – – – – – –
Annette Court – – – – – –
Andrew Adcock – – – – – –
Stefano Quadrio Curzio – – – – – –
FA Corp Sarl 56 – – – – 56
Yagnish Chotai 14 – – – – 14
Matthew Turner 9 – – – – 9
Total 839 24 767 – 1 1,631
Notes to the table
The benefits paid in respect of 2012 and 2013 related to the provision of a car for Michael Brown and a car allowance for Gerard Nieslony.
The 2012 bonus was paid under the provisions of the “Debt Repayment Incentive Scheme” which is no longer in existence. Under this scheme management were paid a bonus 
based on early repayments of the debt which existed in the Company at the time.
No bonus or LTIP payments were made in respect of 2013. 2014 will be the first year of operation for the annual bonus and LTIP described on page 39. 
1 On listing, the Non-Executive Directors and Chairman agreed to acquire shares from their own funds. Foxtons agreed to partially match their investments by issuing 
additional shares to them at a subscription price of £0.01 per share. Accordingly 10,869 shares each were issued to Garry Watts, Annette Court, Andrew Adcock and 
Ian Barlow.
Statement of Directors’ shareholding and share interests (audited)
We strongly believe that Directors should have sizeable shareholdings in Foxtons to ensure that they are as closely aligned as possible 
with the Shareholder experience. As such, Executive Directors are required to hold Foxtons shares equal to two times their gross 
base salary.
DIRECTORS’ REMUNERATION REPORT continued 41 Foxtons Annual Report and Accounts 2013
Since no share awards had been granted to Executive Directors as at 31 December 2013, at that date they held no shares that were 
subject to continued employment or performance conditions.
The tables below show the Directors’ current share ownership as against the guidelines as at 31 December 2013:
Shareholding 
guideline 
(% of basic 
salary)
Actual share 
ownership 
(number of 
shares)
Actual share 
ownership 
(% of base
salary)*
Michael Brown 200% 22,730,022 12120%
Gerard Nieslony 200% 666,512 557%
* The shareholding as a percentage of basic salary has been calculated based on the share price at listing of £2.30 per share.
The table below shows the Non-Executive Directors’ shareholdings as at 31 December 2013:
Shares 
held as at 
31 December 
2013
Garry Watts 43,477
Ian Barlow 86,955
Annette Court 32,608
Andrew Adcock 43,477
Stefano Quadrio Curzio nil
Performance graph and table (non-audited)
The chart below illustrates Foxtons TSR performance against the FTSE 250 since listing because Foxtons is a constituent of that index. 
Note that this does not represent either the comparator group or the time period against which performance is assessed under the LTIP.
60
70
80
90
100
110
120
130
140
Foxtons
Value of hypothetical £100 holding
20/09/2013 31/12/2013
FTSE 250
Total shareholder return
The table below shows the total remuneration paid to the CEO in 2013. Note that this relates to the whole of the 2013 financial year 
and so is not directly comparable to the period used above for TSR purposes. 
2013
£’000
CEO single figure of remuneration 624
Annual bonus payout (% of maximum) N/A
LTIP vesting (% of maximum) N/A Foxtons Annual Report and Accounts 2013 42
Percentage change in remuneration of Director undertaking the role of Chief Executive Officer (non-audited)
The table below illustrates the percentage change in salary, benefits and annual bonus for the CEO as against all other employees 
who do not participate in Foxtons commission arrangements and whose remuneration structures are thus comparable to the 
Executive Directors.
% change in 
base salary 
(2013/2012)
% change in 
benefits 
(2013/2012)
% change in 
annual bonus 
(2013/2012)
CEO (9.3)% +3.6% n/a
All other employees (at Head office) +0.9% (5.0)% n/a
Relative importance of spend on pay (non-audited)
The charts below illustrate the year-on-year change in total remuneration for all employees and total Shareholder distributions. 
Since Foxtons only listed in September 2013, no distributions have yet been made to Shareholders.
0
10,000,000
20,000,000
30,000,000
40,000,000
50,000,000
60,000,000
2013 2012 2013 2012
Total remuneration Shareholder distributions
£55,576,049
£nil £nil
£50,701,766
Consideration by Directors of matters relating to Directors’ 
remuneration (non-audited)
The Remuneration Committee is responsible for reviewing 
and making recommendations to the Board regarding the 
Remuneration Policy of the Group and for reviewing compliance 
with the Policy. During 2013, the Remuneration Committee 
consisted of the following Directors as from their dates of 
appointment to the Board: Andrew Adcock (Chairman), Ian 
Barlow, Annette Court and Garry Watts.
In addition, the CEO, COO and CFO attended Committee 
meetings to provide valuable input. No individual was present 
when their own remuneration was being discussed.
Deloitte LLP, who have voluntarily signed up to the Remuneration 
Consultants’ Code of Conduct, provided advice on executive 
remuneration in 2013 and their total fees for advice provided 
to the Remuneration Committee were £89,750. 
Deloitte also provided audit services to the Group in 2013. 
Deloitte’s advice is developed with use of established 
methodologies and the advisers are not involved in the decision-
making process. Advisory partners and staff have no involvement 
in audit and are not involved in the preparation of audited 
information. The Committee is satisfied that the remuneration 
advice it receives from Deloitte is independent. Notwithstanding 
this, in line with best practice, the Committee has concluded 
that during 2014 alternative advisers should be appointed.
Andrew Adcock
Chairman of the Remuneration Committee
10 March 2014
DIRECTORS’ REMUNERATION REPORT continued 43 Foxtons Annual Report and Accounts 2013
Directors’ report
Corporate structure
Foxtons Group plc is a public company limited by shares, 
incorporated in England and Wales and its shares are traded on 
the main market of the London Stock Exchange.
The Board
The names, roles and biographical details of the Directors of the 
Company at the date of this report are given on pages 22 and 23. 
FA Corp Sarl was a Corporate Director until resignation on 
26 June 2013.
The Company shall appoint (disregarding any alternate 
Directors) no fewer than two and no more than 12 Directors. 
The appointment and replacement of Directors may be made 
as follows:
• The Shareholders may by ordinary resolution elect any person 
who is willing to act to be a Director;
• The Board may elect any person who is willing to act to be a 
Director. Any Director so appointed shall hold office only until 
the next Annual General Meeting and shall then be eligible 
for election;
• Each Director is required under the Articles of Association to 
retire from office at the third Annual General Meeting after the 
Annual General Meeting at which he or she was last elected or 
re-elected although he or she may be re-elected by ordinary 
resolution if eligible and willing. However, to comply with the 
principles of best Corporate Governance, the Board intends that 
each Director will submit himself or herself for re-election on an 
annual basis;
• The Company may by special resolution remove any Director 
before the expiration of his or her period of office or may, by 
ordinary resolution, remove a Director where special notice has 
been given and the necessary statutory procedures are complied 
with; and
• There are a number of other grounds on which a Director’s 
office may cease, namely voluntary resignation, where all the 
other Directors (being at least three in number) request his or 
her resignation, where he or she suffers physical or mental 
incapacity, where he or she is absent from meetings of the 
Board without permission of the Board for six consecutive 
months, becomes bankrupt or compounds with his or her 
creditors, or is prohibited by law from being a Director.
Dividends
The Board recommends a final dividend of 1.70p per share in 
respect of the 2013 financial year and a special dividend of 
3.74p per share representing a total return to Shareholders 
of approximately £15.4 million. Shareholders will be asked 
to approve the dividend at the Annual General Meeting on 
21 May 2014, for payment on 30 May 2014 to ordinary 
Shareholders whose names are on the register on 2 May 2014. 
Post balance sheet events
There are no material post balance sheet events to report.
Future developments in the business of the Company
Information in respect of likely future developments in the 
business of the Company can be found in the Strategic Report 
on pages 1 to 19 and forms part of this report by reference.
Corporate Governance
A report on Corporate Governance and compliance with the 
UK Corporate Governance Code is set out on pages 24 to 42 
and forms part of this report by reference.
Health and safety
An overview of health and safety is provided in the Strategic 
Report on page 18 and forms part of this report by reference. 
Greenhouse gas emissions
Information on the Group’s greenhouse gas emissions is set out 
in the Corporate Social Responsibility statement on page 19 and 
forms part of this report by reference.
Political donations
No political donations were made in 2013 (2012: nil).
Employee policies and involvement
Foxtons operates an equal opportunities policy that aims to treat 
individuals fairly and not to discriminate on the basis of sex, race, 
ethnic origin, disability or on any other basis. Applications for 
employment are fully considered on their merits, and employees 
are given appropriate training and equal opportunities for career 
development and promotion. The Group places considerable value 
on the involvement of its employees, which is reflected in the 
principles of Foxtons Corporate Practice and its related guidance, 
which require regular, open, fair and respectful communication, 
zero tolerance for human rights violations, fair remuneration and, 
above all, a safe working environment.
DIRECTORS’ REPORT Foxtons Annual Report and Accounts 2013 44
Directors’ indemnity
The Company has granted third-party indemnities to each of its 
Directors against any liability that attaches to them in defending 
proceedings brought against them, to the extent permitted by 
English law. In addition, Directors and officers of the Company 
and its subsidiaries are covered by Directors’ & Officers’ 
liability insurance.
The names of the Company’s Directors who served during 
the year, together with their biographical details and other 
information, are shown on pages 22 and 23. 
Directors’ interests
Details of interests in the ordinary shares of the Company of those 
Directors who held office at 31 December 2013 are given below:
Name of Director
Ordinary 
shares held 
as at 
31 December 
2013
Percentage 
of issued 
share capital
Executive
Michael Brown 22,730,022 8.06%
Gerard Nieslony 666,512 0.24%
Non-executive
Garry Watts 43,477 0.02%
Andrew Adcock 43,477 0.02%
Ian Barlow 86,955 0.03%
Annette Court 32,608 0.01% 
No Director has any other interest in the share capital of the 
Company whether pursuant to any share plan or otherwise. 
No changes in Directors’ interests have occurred between 
31 December 2013 and 10 March 2014.
Each of Michael Brown and Gerard Nieslony have executed a 
Lock-Up Deed, pursuant to which they have agreed, subject 
to certain customary exceptions, that during the period from 
September 2013 to September 2014 they will not dispose of the 
ordinary shares held by them at IPO. There is also a requirement 
for Michael Brown, Gerard Nieslony and the COO, Nic Budden, 
to continuously hold shares to the value of at least two times 
their respective gross basic salaries.
Major interests in shares
As at 10 March 2014, Foxtons had been notified of the following 
interests representing 3% or more of the issued ordinary share 
capital of the Company:
Institution
Number 
of shares %
Adnams BBPM Holdings 62,970,059 22.32
Caledonia Investments 23,751,286 8.42
Michael Brown 22,730,022 8.06
BlackRock Investment Mgt (UK) 21,801,102 7.73
Fidelity Worldwide Investment 15,350,251 5.44
Old Mutual Global Investors 15,304,747 5.42
Blackrock Financial Management Ltd 11,078,743 3.93
Capital Research Global Investor 9,610,590 3.41
JP Morgan Asset Management UK Ltd 8,712,718 3.09
Share capital
The rights attaching to the Company’s ordinary shares, being the 
only share class of the Company, are set out in the Company’s 
Articles of Association (the “Articles”), which can be found at 
www.foxtonsgroup.co.uk. 
Subject to the recommendation of the Board, holders of ordinary 
shares may receive a dividend. On liquidation, holders of ordinary 
shares may share in the assets of the Company. At any general 
meeting, on a show of hands every member who is present shall 
have one vote and on a poll every member present, in person or 
by proxy, shall have one vote for every share of which they are 
the holder. Holders of ordinary shares are also entitled to receive 
the Company’s Annual Report and Accounts (or a summarised 
version) and, subject to certain thresholds being met, may 
requisition the Board to convene a general meeting (GM) or 
propose resolutions at AGMs. None of the ordinary shares carry 
any special rights with regard to control of the Company.
There are no restrictions on transfers of ordinary shares 
other than:
• Certain restrictions which may from time to time be imposed 
by laws or regulations such as those relating to insider dealing;
• Pursuant to the Company’s Share Dealing Code whereby the 
Directors and designated employees require approval to deal 
in the Company’s shares; and
DIRECTORS’ REPORT continued 45 Foxtons Annual Report and Accounts 2013
• Where a person with an interest in the Company’s shares has 
been served with a disclosure notice and has failed to provide 
the Company with information concerning interests in 
those shares.
The Company is not aware of any arrangements between 
Shareholders that may result in restrictions on the transfer 
of securities or voting rights.
Powers of Directors
The general powers of the Directors are set out in Article 108 of 
the Articles. It provides that the business of the Company shall be 
managed by the Board which may exercise all the powers of the 
Company whether relating to the management of the business 
of the Company or not. This power is subject to any limitations 
imposed on the Company by applicable legislation. It is also 
limited by the provisions of the Articles and any directions given 
by special resolution of the Shareholders of the Company which 
are applicable on the date that any power is exercised.
Amendment to the Company’s Articles of Association
The Company may alter its Articles of Association by special 
resolution passed at a general meeting of Shareholders.
Authority for the Company to purchase its own shares
Prior to the IPO, the Company was granted authority by its 
Shareholders to purchase up to 28,217,646 of its ordinary shares. 
As at the date of this report, no ordinary shares have been 
purchased under this authority and, therefore, the Company may 
purchase up to 28,217,646 ordinary shares under its existing 
authority. This authority will expire at the conclusion of the 2014 
Annual General Meeting unless revoked, varied or renewed prior 
to that meeting. A resolution will be proposed at the 2014 Annual 
General Meeting that the Company be authorised to purchase 
up to approximately 10% of its ordinary shares at the Directors’ 
discretion. If the resolution is passed, the new authority will 
replace the existing authority and will lapse at the conclusion 
of the 2015 Annual General Meeting.
Authority to allot shares
Prior to the IPO, the Company was granted a general authority 
by its Shareholders to allot shares up to an aggregate nominal 
amount of £940,588 and, in addition, an authority to allot shares 
up to an aggregate nominal amount of £1,881,176 in connection 
with a rights issue or other pre-emptive offer. The Company also 
received authority to allot shares for cash on a non pre-emptive 
basis up to a maximum nominal amount of £141,088. As at the 
date of this report, no shares have been issued under these 
authorities. These authorities will expire at the conclusion of the 
2014 Annual General Meeting unless revoked, varied or renewed 
prior to that meeting. Resolutions will be proposed at the 2014 
Annual General Meeting to renew these authorities.
Going concern
The financial position of the Group, its cash flows and liquidity 
position are set out in the Business review section. Furthermore, 
note 28, page 82 to the consolidated financial statements includes 
the Group’s objectives and policies for managing its capital, its 
financial risk management objectives, details of its financial 
instruments and its exposure to credit and liquidity risk. 
In September 2013, the Company’s shares were admitted to 
trading on the main market of the London Stock Exchange. 
Concurrently with this admission process, the Company 
implemented a placing of new ordinary shares. Pursuant to this 
placing, 23,956,520 ordinary shares were issued, representing 
8.49% of the Group’s post admission issued share capital, raising 
gross proceeds of £55 million. The primary proceeds were then 
used to repay the outstanding debt of the Company leaving 
it debt free post IPO. As a consequence, the Directors believe 
the Group is now in a very strong financial position due to 
its profitable operations and strong cash generation and that 
the Group has adequate resources to continue in operational 
existence for the foreseeable future. For this reason, they continue 
to adopt the going concern basis in preparing the financial 
statements. The Directors have made this assessment after 
consideration of the Company’s budgeted cash flows and related 
assumptions and in accordance with the Going Concern and 
Liquidity Risk: Guidance for Directors of UK Companies 2009 
published by the UK Financial Reporting Council.  Foxtons Annual Report and Accounts 2013 46
DIRECTORS’ REPORT continued
Auditor
Each of the persons who is a Director at the date of approval of 
this Annual Report confirms that:
(a) So far as the Director is aware, there is no relevant audit 
information of which the Company’s Auditor is unaware; and
(b) The Director has taken all the steps that he/she ought to 
have taken as a Director in order to make himself/herself 
aware of any relevant audit information and to establish 
that the Company’s Auditor is aware of that information.
Deloitte LLP have expressed their willingness to continue in office 
as Auditors and a resolution to reappoint them will be proposed 
at the forthcoming Annual General Meeting.
Annual General Meeting
Your attention is drawn to the Notice of Annual General Meeting 
accompanying this Annual Report which sets out the resolutions 
to be proposed at the forthcoming Annual General Meeting. The 
meeting will be held at Chiswick Park on 21 May 2014 at 10am.
On behalf of the Board
 
Michael Brown  Gerard Nieslony
Chief Executive Officer  Chief Financial Officer
10 March 2014 47 Foxtons Annual Report and Accounts 2013
DIRECTORS’ RESPONSIBILITIES
Directors’ responsibilities statement
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulations.
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the Directors 
are required to prepare the Group financial statements in 
accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union and Article 4 of the 
IAS Regulation and have elected to prepare the parent company 
financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom 
Accounting Standards and applicable law). Under company law 
the Directors must not approve the accounts unless they are 
satisfied that they give a true and fair view of the state of affairs 
of the Company and of the profit or loss of the Company for 
that period. 
In preparing the parent company financial statements, the 
Directors are required to:
• Select suitable accounting policies and then apply them 
consistently;
• Make judgments and accounting estimates that are reasonable 
and prudent;
• State whether applicable UK Accounting Standards have been 
followed, subject to any material departures disclosed and 
explained in the financial statements; and
• Prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Company will 
continue in business.
In preparing the Group financial statements, International 
Accounting Standard 1 requires that Directors:
• Properly select and apply accounting policies;
• Present information, including accounting policies, in a 
manner that provides relevant, reliable, comparable and 
understandable information; 
• Provide additional disclosures when compliance with the 
specific requirements in IFRS are insufficient to enable users to 
understand the impact of particular transactions, other events 
and conditions on the entity’s financial position and financial 
performance; and
• Make an assessment of the Company’s ability to continue as a 
going concern.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the Company and enable them to ensure 
that the financial statements comply with the Companies Act 
2006. They are also responsible for safeguarding the assets of the 
Company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
Company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions.
Responsibility statement 
Each of the Directors, whose names and functions are listed on 
pages 22 and 23, confirms that:
• To the best of their knowledge, the financial statements, 
prepared in accordance with the relevant financial reporting 
framework, give a true and fair view of the assets, liabilities, 
financial position and profit or loss of the Company and the 
undertakings included in the consolidation taken as a whole;
• To the best of their knowledge, the Annual Report and Accounts 
includes a fair review of the development and performance of 
the business and the position of the Company on a consolidated 
and individual basis, together with a description of the principal 
risks and uncertainties that it faces; and
• They consider, having taken advice from the Audit Committee, 
that the Annual Report and Accounts, taken as a whole, is fair, 
balanced and understandable and provides the information 
necessary for Shareholders to assess the Company’s 
performance, business model and strategy.
By order of the Board
 
Michael Brown  Gerard Nieslony
Chief Executive Officer  Chief Financial Officer
10 March 2014 Foxtons Annual Report and Accounts 2013 48 Independent Auditor’s report 50
Consolidated statement of comprehensive income 54
Consolidated statement of financial position 55
Consolidated statement of changes in equity 56
Consolidated cash flow statement 57
Notes to the financial statements 58
Parent Company balance sheet 89
Notes to the Company financial statements 90
Financial calendar 92
Financial statements
49 Foxtons Annual Report and Accounts 2013 Foxtons Annual Report and Accounts 2013 50
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC
Opinion on financial statements of Foxtons Group plc 
In our opinion: 
• The financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 
2013 and of the Group’s profit for the year then ended; 
• The consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union; 
• The parent company financial statements have been properly prepared in accordance with United Kingdom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice); and 
• The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the 
consolidated financial statements, Article 4 of the IAS Regulation. 
The financial statements comprise the consolidated statement of comprehensive income, the consolidated statement of financial 
position, the consolidated statement of changes in equity, the consolidated cash flow statement and the related notes 1 to 32 and the 
parent company balance sheet and related notes 33 to 38. The financial reporting framework that has been applied in the preparation of 
the Group financial statements is applicable law and IFRS as adopted by the European Union. The financial reporting framework that has 
been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice). 
As required by the Listing Rules, we have reviewed the Directors’ statement contained within the Directors’ Report on page 45, that the 
Group is a going concern. We confirm that: 
• We have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements  
is appropriate; and 
• We have not identified any material uncertainties that may cast significant doubt on the Group’s ability to continue as a  
going concern. 
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability  
to continue as a going concern. 
   51 Foxtons Annual Report and Accounts 2013
Our assessment of risks of material misstatement 
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation 
of resources in the audit and directing the efforts of the engagement team: 
Risk  How the scope of our audit responded to the risk 
Impairment of goodwill and other intangible assets 
The Group’s assessment of impairment of goodwill and other 
intangible assets is a judgemental process which requires 
estimates of future cash flows and associated discount rates  
and growth rates. 
 We have used internal valuation specialists to assess the 
appropriateness of the discount calculation model. We have 
challenged management’s key assumptions relating to the 
estimated future cash flows, growth rates and the discount  
rate applied to the separate cash-generating units through 
benchmarking against comparator businesses, comparison 
against the prevailing Group cost of capital and our 
understanding of the future prospects of the business,  
with particular focus on assessment of forecasts against  
historical forecast accuracy. 
Revenue recognition in respect of lettings commission 
A significant volume of lettings contracts include break clauses. 
The Group recognises revenue from lettings commission based on 
its estimate of the period of the tenant’s occupation of the lease. 
This requires management judgement in respect of the likelihood 
of a break clause being exercised.  
 We have tested the controls in relation to the lettings business 
cycle and reporting systems used. We have challenged 
management’s judgement of the likelihood of a break clause 
being exercised by reference to historic average lease lengths, 
including reviewing a sample of lettings contracts, to assess  
that the overall level of revenue recognised at the year end  
was within a tolerable threshold. 
The Audit Committee’s consideration of these risks is set out on page 29. 
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not 
to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any 
of the risks described above, and we do not express an opinion on these individual matters. 
Our application of materiality 
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions 
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work 
and in evaluating the results of our work. 
We determined materiality for the Group to be £1.8m, which is below 5% of profit before tax, and below 2% of equity. 
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £36,000, as well as 
differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee 
on disclosure matters that we identified when assessing the overall presentation of the financial statements. 
An overview of the scope of our audit  
Our Group audit scope covers 100% of the Group companies, all of which are UK legal entities with the procedures performed entirely 
by the central audit team using a statutory materiality appropriate for the entity. At the parent entity level, we also tested the 
consolidation process. 
   Foxtons Annual Report and Accounts 2013 52
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC continued
Opinion on other matters prescribed by the Companies Act 2006 
In our opinion: 
• The part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 
2006; and 
• The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are 
prepared is consistent with the financial statements. 
Matters on which we are required to report by exception 
Adequacy of explanations received and accounting records 
Under the Companies Act 2006 we are required to report to you if, in our opinion: 
• We have not received all the information and explanations we require for our audit; or 
• Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received 
from branches not visited by us; or 
• The parent company financial statements are not in agreement with the accounting records and returns. 
We have nothing to report in respect of these matters. 
Directors’ remuneration 
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not 
been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. 
We have nothing to report arising from these matters or our review. 
Corporate Governance Statement 
Under the Listing Rules we are also required to review the part of the Corporate Governance Statement relating to the Company’s 
compliance with nine provisions of the UK Corporate Governance Code. We have nothing to report arising from our review. 
Our duty to read other information in the Annual Report 
Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the 
Annual Report is: 
• Materially inconsistent with the information in the audited financial statements; or 
• Apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of 
performing our audit; or 
• Otherwise misleading. 
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during  
the audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the 
Annual Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should  
have been disclosed. We confirm that we have not identified any such inconsistencies or misleading statements. 
   53 Foxtons Annual Report and Accounts 2013
Respective responsibilities of Directors and Auditor 
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. We also comply with the Auditing Practices 
Board’s Ethical Standards for Auditors. We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit 
methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls 
and systems include our dedicated professional standards review team, strategically focused second partner reviews and independent 
partner reviews. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them 
in an Auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we  
have formed. 
Scope of the audit of the financial statements 
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have  
been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors;  
and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the 
Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is 
apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing  
the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 
 
 
 
 
Richard Muschamp (Senior Statutory Auditor) 
for and on behalf of Deloitte LLP 
Chartered Accountants and Statutory Auditor 
London, United Kingdom 
10 March 2014 Foxtons Annual Report and Accounts 2013 54
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2013
Continuing operations Notes
2013  
£’000 
2012 
£’000
Revenue  
Sales 67,416 53,084
Lettings 66,360 63,089
Mortgage broking 4,938 3,478
Other income 467 304
Total revenue 139,181 119,955
Administrative expenses (93,054) (86,973)
Operating profit before exceptional items 46,127 32,982
Exceptional items 11 (3,155) (1,588)
Operating profit 42,972 31,394
Finance income 9 104 115
Finance costs 10 (4,128) (6,634)
Profit before tax 38,948 24,875
Tax 12 (6,800) (4,101)
Profit and total comprehensive income for the year 6 32,148 20,774
Earnings per share  
Basic and diluted (pence per share) 14 12.2 8.0
Adjusted basic and diluted (pence per share) 14 13.3 8.7 55 Foxtons Annual Report and Accounts 2013
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2013
Notes 
2013  
£’000 
2012 
£’000
Non-current assets   
Goodwill 15 19,168 19,168
Other intangible assets 15 99,000 99,000
Property, plant and equipment 16 21,337 18,131
Deferred tax assets 20 666 537
  140,171 136,836
Current assets   
Trade and other receivables 18 12,731 10,715
Prepayments  6,768 6,630
Cash and cash equivalents 26 23,352 9,774
  42,851 27,119
Total assets  183,022 163,955
Current liabilities   
Trade and other payables 22 (10,388) (10,028)
Current tax liabilities  (5,558) (3,171)
Obligations under finance leases 19, 21 – (310)
Provisions 23 (157) (127)
Deferred revenue  (4,671) (4,322)
  (20,774) (17,958)
Net current assets  22,077 9,161
Non-current liabilities   
Borrowings 19 – (67,165)
Obligations under finance leases 19, 21 – (80)
Deferred tax liabilities 20 (19,800) (23,500)
  (19,800) (90,745)
Total liabilities  (40,574) (108,703)
Net assets  142,448 55,252
Equity   
Share capital 24 2,822 –
Other capital reserve  2,582 –
Share premium 25 52,727 –
Retained earnings  84,317 55,252
Total equity   142,448 55,252
The financial statements of Foxtons Group plc, registered number 07108742, were approved by the Board of Directors on  
10 March 2014. 
Signed on behalf of the Board of Directors 
 
 
Gerard Nieslony 
Chief Financial Officer  Foxtons Annual Report and Accounts 2013 56
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2013
 Notes
Share 
capital 
£’000
Other 
capital 
reserve 
£’000
Share 
premium  
£’000 
Retained 
earnings  
£’000 
Total 
equity 
£’000
Balance at 31 December 2012 – – – 55,252 55,252
Total comprehensive income for the year – – – 32,148 32,148
Bonus issue of shares  24 5,164 – – (5,164) –
Operation of ratchet  24 (2,582) 2,582 – – –
Issue of share capital – IPO 240 – 54,761 – 55,001
IPO issue costs charged directly to equity – – (2,034) – (2,034)
Capital contribution (group relief) 12 – – – 2,081 2,081
Balance at 31 December 2013 2,822 2,582 52,727 84,317 142,448
 
 
 
 
Share 
capital 
£’000
Other 
capital 
reserve 
£’000
Share 
premium  
£’000 
Retained 
earnings  
£’000 
Total 
equity 
£’000
Balance at 1 January 2012 – – – 34,478 34,478
Total comprehensive income for the year – – – 20,774 20,774
Capital reduction – – (32,000) 32,000 –
Dividends ––– (32,000) (32,000)
Issue of share capital – – 32,000 – 32,000
Balance at 31 December 2012 – – – 55,252 55,252 57 Foxtons Annual Report and Accounts 2013
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2013
Note 
2013  
£’000 
2012 
£’000
Net cash from operating activities 26 37,090 29,140
Investing activities   
Interest received  104 115
Proceeds on disposal of property, plant and equipment  457 514
Purchases of property, plant and equipment  (7,390) (6,236)
Net cash used in investing activities  (6,829) (5,607)
Financing activities   
Dividends paid  – (32,000)
Interest paid  (2,611) (4,645)
Repayments of borrowings  (68,683) (22,000)
Repayments of obligations under finance leases  (390) (852)
Proceeds on issue of shares  55,001 32,000
Net cash used in financing activities  (16,683) (27,497)
Net increase/(decrease) in cash and cash equivalents  13,578 (3,964)
Cash and cash equivalents at beginning of year  9,774 13,738
Cash and cash equivalents at end of year  23,352 9,774 Foxtons Annual Report and Accounts 2013 58
NOTES TO THE FINANCIAL STATEMENTS
1. General information 
Foxtons Group plc (the “Company”) is a company incorporated in the United Kingdom under the Companies Act. The address of the 
Company’s registered office is Building One, Chiswick Park, 566 Chiswick High Road, London W4 5BE. The principal activity of the 
Company and its subsidiaries (collectively, the “Group”) is the provision of services to the residential property market in the UK. 
These financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the 
Group operates.  
2. Adoption of new and revised standards 
At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied  
in these financial statements were in issue but not yet effective (any other standards not listed below have been applied in these 
financial statements): 
IFRS 9 Financial Instruments 
IFRS 10 Consolidated Financial Statements 
IFRS 11 Joint arrangements 
IFRS 12 Disclosure of Interests in Other Entities 
IAS 28 (amended) Investments in Associates and Joint Ventures 
IAS 27 (amended) Separate Financial Statements 
IFRS 10, IFRS 12 and IAS 27 (amended) Investment Entities 
IAS 32 (amended) Offsetting Financial Assets and Financial Liabilities 
IAS 36 (amended) Recoverable Amount Disclosures for Non-Financial Assets 
IAS 39 (amended) Novation of Derivatives and Continuation of Hedge Accounting 
IFRIC 21 Levies 
The Directors of the Company (the “Directors”) expect that the adoption of the standards listed above will not have a material impact. 
Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed 
review has been completed. 
3. Significant accounting policies 
Compliance with International Financial Reporting Standards 
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the 
European Union (“EU”) and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation. IFRS includes the 
standards and interpretations approved by the International Accounting Standards Board (“IASB”) including International Accounting 
Standards (“IAS”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). 
This is the Group’s first set of consolidated financial statements that comply with IFRS. Please refer to note 31 for the disclosures 
required by IFRS 1, First-Time Adoption of International Financial Reporting Standards.  
The accounting policies set out below have been applied in preparing the financial statements for the years ended 31 December 2012 
and 2013. 
Basis of preparation 
These financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the 
consideration given in exchange for the assets.  
   59 Foxtons Annual Report and Accounts 2013
3. Significant accounting policies (continued) 
Basis of consolidation 
The financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) 
made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating 
policies of an investee entity so as to obtain benefits from its activities. 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive  
income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, 
adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the 
Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
Going concern 
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future, having considered the Company forecasts and projections, taking account of reasonably possible 
changes in trading performance and the current economic uncertainty. Accordingly, they have adopted the going concern basis in 
preparing the financial statements. Further detail is contained in the Directors’ Report on page 45. 
Business combinations  
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition  
is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity 
instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the consolidated 
statement of comprehensive income as incurred. 
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008) are 
recognised at their fair value at the acquisition date.  
Goodwill 
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date).  
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the 
acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net of the acquisition-date  
fair value of the identifiable assets acquired and the liabilities assumed. 
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated 
to each of the Group’s cash-generating units (“CGUs”) expected to benefit from the synergies of the combination. CGUs to which 
goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be 
impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to 
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the 
carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. 
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 
Other intangible assets 
Intangible assets other than goodwill that are acquired by the Group, representing the acquired Foxtons brand name, are stated at cost 
less accumulated impairment losses. The brand name is considered to have an indefinite economic life because of the institutional 
nature of the brand name, its proven ability to maintain market leadership and profitable operations over long periods of time, and  
the Group’s commitment to develop and enhance its value. The carrying value of the brand is subject to an annual impairment review, 
and adjusted to its recoverable amount if required. 
Revenue recognition 
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services 
provided in the normal course of business, net of discounts (if any) and VAT. Revenue is generated from the Group’s operations which 
are wholly based in the UK.  Foxtons Annual Report and Accounts 2013 60
NOTES TO THE FINANCIAL STATEMENTS continued
3. Significant accounting policies (continued) 
Rendering of services 
Commission earned on sales of residential property is recognised on exchange of contract. 
In connection with lettings, the Group offers the following services:  
(1) Securing the letting for the landlord including rent collection; and 
(2) Managing the letting on behalf of the landlord.  
Commissions earned on the above services are recognised as follows:  
(1) Commissions on securing the letting are recognised immediately subject to a deferral of revenue in recognition of the following: 
(a) percentage of contracts have break clauses and may require a refund if the tenant breaks early; and 
(b) the Group is contracted to provide a rent collection service for the estimated duration of the outstanding tenancies, and the 
related fees are recognised on a straight-line basis over that period. 
(2) The management fee is billed and recognised monthly at a fixed percentage of the monthly rental.  
Commission earned on financial services is recognised when insurance policies go on risk and when mortgage contracts complete. 
Income from other services is recognised in the period or periods when the services are provided. Commission is recognised at fair  
value which takes account of expected future cancellations. 
Interest income  
The Group deposits its cash with reputable financial institutions. Interest income is recognised when it is probable that the economic 
benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by 
reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated 
future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. 
The Group earns interest income on own funds which is shown as finance income. It also earns interest on client funds which, as 
required by IAS 18, is included within Lettings revenue. See note 30.  
Borrowing costs 
All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 
Leases 
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to  
the lessee. All other leases are classified as operating leases. 
Finance leases 
Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the 
minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the 
balance sheet as obligations under finance leases. 
Finance lease payments are apportioned between interest and reduction of the lease obligation so as to achieve a constant rate  
of interest on the remaining balance of the liability. Interest on obligations under finance leases is recognised in the consolidated 
statement of comprehensive income.  
   61 Foxtons Annual Report and Accounts 2013
3. Significant accounting policies (continued) 
Operating leases 
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease except  
where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are 
consumed. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability.  
The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another 
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. 
Exceptional items 
As permitted by IAS 1: Presentation and Disclosure, certain items are presented separately in the consolidated statement of 
comprehensive income as exceptional where, in the judgement of the Directors, they need to be disclosed separately by virtue of  
their nature, size or incidence in order to obtain a clear and consistent presentation of the Group’s underlying business performance. 
Examples of items which may give rise to disclosure as exceptional items are property settlement costs, IPO costs and legal expenses. 
See note 11, page 68. 
Taxation 
The tax expense represents the sum of the tax currently payable and deferred tax. 
Current tax 
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income 
statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes  
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted  
or substantively enacted by the balance sheet date. 
Deferred tax 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance 
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are 
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can  
be utilised.  
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial 
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit 
nor the accounting profit. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments except where the Group is able to control 
the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer 
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised 
based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or 
credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case  
the deferred tax is also dealt with in other comprehensive income. 
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax 
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax 
assets and liabilities on a net basis. 
   Foxtons Annual Report and Accounts 2013 62
NOTES TO THE FINANCIAL STATEMENTS continued
3. Significant accounting policies (continued) 
Property, plant and equipment 
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
Depreciation is recognised so as to write off the cost of assets (other than land and assets under construction) less their residual values 
over their useful lives, using the straight-line method, on the following bases: 
Leasehold improvements Over the term of the lease 
Fixtures, fittings and equipment Between 20% and 25% straight-line 
Motor vehicles 25% straight-line 
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of 
any changes in estimate accounted for on a prospective basis. 
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, 
over the term of the relevant lease. 
The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the 
carrying amount of the asset and is recognised in the consolidated statement of comprehensive income. 
Impairment of tangible and intangible assets excluding goodwill 
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is 
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is 
estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent 
from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible 
asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may  
be impaired. 
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash 
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value  
of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount  
of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the 
consolidated statement of comprehensive income. 
Financial instruments 
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes party to the contractual 
provisions of the instrument. 
Financial assets 
All financial assets are recognised and derecognised on a trade date where the purchase or sale of the financial asset is under a contract 
whose terms require delivery of the financial asset within the timeframe established by the market concerned and are initially measured 
at fair value plus transaction costs.  
All financial assets, other than cash and cash equivalents, are classified as loans and receivables. 
Loans and receivables 
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are 
classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any 
impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition 
of interest would be immaterial. 
   63 Foxtons Annual Report and Accounts 2013
3. Significant accounting policies (continued) 
Impairment of financial assets 
Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is 
objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated 
future cash flows of the investment have been affected.  
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in 
addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the 
Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit 
period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables. 
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade 
receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered 
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited 
against the allowance account. Changes in the carrying amount of the allowance account are recognised in the consolidated statement 
of comprehensive income. 
Financial liabilities and equity 
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual 
arrangement.  
Equity instruments 
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.  
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. 
Financial liabilities  
Financial liabilities are classified as either financial liabilities ‘at Fair Value Through Profit and Loss’ or ‘other financial liabilities’. 
Other financial liabilities  
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.  
Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense 
recognised on an effective yield basis.  
Effective interest method 
The effective interest method is used in calculating the amortised cost of a financial liability and of allocating interest expense over the 
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life 
of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. 
Derecognition of financial liabilities 
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. 
Provisions 
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that 
the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance 
sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash 
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. 
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable  
is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be  
measured reliably.   Foxtons Annual Report and Accounts 2013 64
NOTES TO THE FINANCIAL STATEMENTS continued
4. Critical accounting judgements and key sources of estimation uncertainty 
In the application of the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements, 
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.  
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 
Actual results may differ from these estimates. 
Critical judgements in applying the Group’s accounting policies 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the 
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the 
revision affects both current and future periods. 
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the 
Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts 
recognised in the financial statements. 
Revenue recognition 
Estimate of deferred revenue 
For those contracts with break clauses, there is judgement involved in determining the appropriate point at which to recognise the 
potentially refundable portion of the commission. Since the Group uses standard terms for its letting contracts, and its lettings business 
is focused in one geographical area (London), management considers its lettings portfolio to be a homogenous population and estimates 
the amount of the commission that will be refunded based upon historical data for all lettings contracts, which is considered reliable 
evidence supporting this judgement. The Group maintains robust data which demonstrates that patterns of rental behaviour do not 
change significantly period by period, and thus the Group believes that historical data is a relatively accurate proxy for future trends  
and circumstances.  
Initial recognition and useful economic life of the brand 
The Company completed the acquisition of 100% of the equity of Foxtons Intermediate Holdings on 30 March 2010. The Directors 
identified one material intangible asset: the Foxtons brand, which was deemed to have an indefinite life as there is no foreseeable  
limit to the period over which the asset is expected to generate cash inflows. The excess earnings methodology was used to value  
this intangible asset, employing the following key assumptions in the valuation: 
• Cash flow forecasts for the years 2009 to 2013; 
• Revenue growth rate after 2013 of 2% per annum; 
• Contributory asset charges of (0.05)%, 1.4% and 1.6% for the working capital, fixed assets and workforce, respectively; 
• Discount rate of 25%; and 
• Tax amortisation benefit of 25 years. 
Whilst these assumptions are all judgemental in nature, the Company believes they are all reasonable in the context of the facts and 
circumstances at the time, and thus the valuation and conclusion of indefinite life is appropriate. See note 3 “Accounting Policies – 
intangible assets”. 
The Directors also identified and considered other intangible assets in connection with the acquisition but concluded that they were 
immaterial in the context of the overall Group.  
Key sources of estimation uncertainty 
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a 
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are 
discussed on the following page. 
   65 Foxtons Annual Report and Accounts 2013
4. Critical accounting judgements and key sources of estimation uncertainty (continued) 
Impairment of goodwill and intangible assets 
Determining whether goodwill and intangible assets are impaired requires an estimation of the value in use of the CGUs to which 
goodwill has been allocated, and the group of CGUs to which intangible assets (i.e. the Foxtons brand) have been allocated. The value  
in use calculation requires the entity to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in 
order to calculate present value. The carrying amount of goodwill and intangible assets at each balance sheet date was £118 million. 
There have been no impairments to the value of goodwill and intangible assets. See note 15 for details of the tests for impairment. 
5. Business and geographical segments 
Products and services from which reportable segments derive their revenues 
Management has determined the operating segments based on the monthly management pack reviewed by the Directors, which is  
used to assess both the performance of the business and to allocate resources within the entity. Management has identified that  
the Directors are the chief operating decision-makers in accordance with the requirements of IFRS 8 ‘Operating segments’. 
The operating and reportable segments of the Group are (i) Sales, (ii) Lettings and (iii) Mortgage Broking.  
The Sales segment generates commission on sales of residential property. The Lettings segment earns fees from the letting and 
management of residential properties and income from interest earned on tenants’ deposits. As these two segments operate out of the 
same premises and share support services, a significant proportion of costs have to be apportioned between the segments. The basis of 
apportionment used is headcount in each segment. 
The Mortgage Broking segment receives commission from the arrangement of mortgages and related products under contracts with 
financial service providers and receives administration fees from clients. 
Income/costs not allocated to an operating segment primarily relate to solicitors’ referral fees and rental of unused office space.  
The accounting policies of the operating segments are the same as the Group’s accounting policies described in note 3. Adjusted EBITDA 
represents the profit for the period earned by each segment before allocation of depreciation, finance income, finance costs, exceptional 
items and debt repayment incentive scheme expense. This is the measure reported to the Directors for the purpose of resource 
allocation and assessment of segment performance. 
All revenue for the Group is generated from within the UK and there is no intra-group revenue. 
Segment revenues and results 
The following is an analysis of the Group’s revenue and results by reportable segment for the year ended 31 December 2013: 
 
Sales 
£’000
Lettings 
£’000
Mortgage 
Broking 
£’000
Total 
reportable 
segments  
£’000 
Other  
£’000 
Consolidated 
£’000
Revenue 67,416 66,360 4,938 138,714 467 139,181
Adjusted EBITDA  26,376 22,983 270 49,629 3 49,632
Depreciation    (3,687)
Profit on disposal of property, plant  
and equipment   (41)
Exceptional items   (3,155)
Debt repayment incentive scheme
1
   223
Finance income   104
Finance costs   (4,128)
Profit before tax   38,948
1 The debt repayment incentive scheme was introduced in the capital reorganisation of March 2010 in order to incentivise management to repay the senior debt as quickly 
as possible. The scheme was limited to a maximum payment of £5 million plus employers’ national insurance. The whole of this amount has been recorded as a charge to 
comprehensive income in the four years ended 31 December 2013. 
   Foxtons Annual Report and Accounts 2013 66
NOTES TO THE FINANCIAL STATEMENTS continued
5. Business and geographical segments (continued) 
The following is an analysis of the Group’s revenue and results by reportable segment for the combined year ended 31 December 2012: 
 
Sales 
£’000
Lettings 
£’000
Mortgage 
Broking 
£’000
Total 
reportable 
segments  
£’000
Other  
£’000 
Combined 
£’000
Revenue  53,084 63,089 3,478 119,651 304 119,955
Adjusted EBITDA  16,049 21,966 207 38,222 78 38,300
Depreciation  (3,603)
Profit on disposal of property, plant  
and equipment  126
Exceptional items  (1,588)
Debt repayment incentive scheme  (1,841)
Finance income  115
Finance costs  (6,634)
Profit before tax  24,875
Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets, are not reported to the 
Directors on a segmental basis and are therefore not disclosed. Goodwill and intangible assets have been allocated to reportable 
segments as described in note 15.  
6. Profit and total comprehensive income for the period 
Profit and total comprehensive income for the period has been arrived at after charging/(crediting): 
2013  
£’000 
2012 
£’000
Operating leases 10,801 9,752
Depreciation of property, plant and equipment 3,495 3,152
Depreciation – finance leases 192 451
Loss/(gain) on disposal of property, plant and equipment 40 (125)
Impairment loss on trade receivables 1,749 2,131
Staff costs (see note 8) 55,711 50,702
 
   67 Foxtons Annual Report and Accounts 2013
7. Auditor’s remuneration 
 
2013  
£’000 
2012 
£’000
Fees payable to the Company’s Auditor and its associates for the audit of the Company’s  
annual accounts  
Fees payable to the Company’s Auditor and its associates for other services to the Group  
  
The audit of the Company 49 18
The audit of the Company’s subsidiaries 86 62
Total audit fees 135 80
Taxation compliance services 46 75
Other taxation advisory services 159 194
Other assurance services 3 5
Corporate finance services 878 –
Other services 48 –
Total non-audit fees 1,134 274
Details of the Company’s policy on the use of Auditors for non-audit services, the reasons why the Auditor was used rather than another 
supplier and how the Auditor’s independence and objectivity was safeguarded are set out in the Audit Committee report on page 30.  
No services were provided pursuant to contingent fee arrangements. The corporate finance services figure relates to a one-off expense 
for services in relation to the IPO. 
8. Staff costs 
The average monthly number of full-time equivalent employees (including Executive Directors) was: 
 
2013  
Number 
2012 
Number
Sales  722   667
Administration  423   401
 1,145  1,068 
Their aggregate remuneration comprised: 
 
2013  
£’000 
2012 
£’000
Wages and salaries 50,124 45,364
Social security costs 5,587 5,338
 55,711 50,702
   Foxtons Annual Report and Accounts 2013 68
NOTES TO THE FINANCIAL STATEMENTS continued
9. Finance income 
2013  
£’000 
2012 
£’000
Interest income on bank deposits 104 115
Total 104 115
10. Finance costs 
2013  
£’000 
2012 
£’000
Interest on loans 4,111   6,537 
Interest on obligations under finance leases  7   22 
Commitment fee 10   62 
Other interest and similar charges payable –   13 
Total 4,128 6,634
11. Exceptional items 
The following table provides a breakdown of exceptional items: 
2013  
£’000 
2012 
£’000
Exceptional expense  
IPO costs  3,155  – 
Property settlement –  1,118 
PAYE legal settlement payable –  470
Total exceptional items 3,155   1,588
None of the above costs are deductible for tax so there is no tax impact of exceptional items in 2013 or 2012. 
One-off IPO costs 
In September 2013, Foxtons Group plc floated on the London Stock Exchange. One-off IPO costs totalled £5.2 million of which  
£3.2 million was charged to the income statement and £2.0 million charged to the share premium account as being directly related  
to the newly issued shares. See note 25. 
Property settlement 
Foxtons Limited was contractually committed, as part of the sale of the business in 2007, to redeveloping its Notting Hill Gate branch, 
which would have involved significant capital expense and disruption to the operations of the branch. Management decided not to 
proceed with the project and a £1.1 million settlement was made with the landlord. Additional project costs were also expensed in the 
latter half of 2012, including design costs. 
PAYE legal settlement payable 
On 4 April 2011, a legal settlement was agreed for inadequate professional advice given to Foxtons Limited prior to the sale of the 
business in 2007 in relation to historical accounting for PAYE taxes, for which the original claim was submitted during 2010. The total 
settlement was for £3.0 million, of which £1.2 million was initially repaid to the vendors of Foxtons Operational Holdings Limited 
pursuant to the terms of the tax deed of covenant in force from 2007, resulting in a net credit to Foxtons Limited’s profit and loss 
account of £1.8 million in 2010. The total sum ultimately repayable to the vendors was £1.7 million, but due to uncertainty over 
whether corporation tax would be payable on this amount a sum of £470,000 was initially withheld. Subsequently, once the tax 
position was resolved with no tax being due on the original amount, the £470,000 became payable to the vendors in 2012. 
   69 Foxtons Annual Report and Accounts 2013
12. Tax 
 
2013  
£’000 
2012 
£’000
Current tax  
Current period UK corporation tax 10,767 6,007
Group relief paid for – 800
Adjustments in respect of prior periods (138) (1,181)
Total current tax 10,629 5,626
Deferred tax  
Origination and reversal of temporary differences (1,127) 479
Impact of change in tax rate (2,869) (1,963)
Adjustment in respect of prior periods 167 (41)
Total deferred tax (3,829) (1,525)
Tax on profit on ordinary activities 6,800 4,101
Corporation tax for the year ended 31 December 2013 is calculated at 23.25% (year ended 31 December 2012: 24.5%) of the estimated 
taxable profit for the period.  
On 1 April 2012, the UK corporate tax rate was reduced from 26% to 24% (rather than 25% as previously announced). From 1 April 
2013, the UK corporate tax rate fell to 23%. 
The Finance Act 2013 provides for a reduction in the UK corporation tax rate to 21% from 1 April 2014 and to 20% from 1 April 2015.  
As a result, the opening deferred tax balances for the year ending 31 December 2013 have been revised from 23% to 20% (as most 
temporary differences are expected to reverse after 1 April 2015), creating a deferred tax credit in the year ending 31 December 2013. 
Group relief is claimed and surrendered between Group companies for consideration equal to the tax benefit with the exception  
of group relief claimed by Foxtons Limited from Adnams BBPM Holdings Limited (Foxtons Group plc’s immediate parent prior to 
completion of the IPO). In the year ended 31 December 2013, the Group received tax losses which generated group relief of £2.1 million. 
A nominal payment of £57k was made for this and the net benefit has been treated as a capital contribution (see consolidated 
statement of changes in equity). 
The charge for the period can be reconciled to profit in the consolidated statement of comprehensive income as follows: 
 
2013  
£’000 
2012 
£’000
Profit before tax 38,948 24,875
Tax at the UK corporation tax rate (see above) 9,047 6,094
Tax effect of expenses that are not deductible in determining taxable profit 1,836 792
Capital allowances in excess of depreciation (16) –
Offset of losses brought forward (44) –
Other short-term timing differences (56) –
Adjustment in respect of previous periods – current tax (138) (1,181)
Adjustment in respect of previous periods – deferred tax 167 (41)
Impact on deferred tax of change in tax rate (2,869) (1,963)
Origination and reversal of timing differences (1,127) –
Group relief paid in excess of tax rate – 400
Tax on profit on ordinary activities 6,800 4,101
   Foxtons Annual Report and Accounts 2013 70
NOTES TO THE FINANCIAL STATEMENTS continued
13. Dividends 
2013  
£’000 
2012 
£’000
Amounts recognised as distributions to equity holders in the period:  
Year ended 31 December 2012: 172p per special ordinary share – 32,000
 – 32,000
For 2013, the Board recommends a final dividend of 1.70p per ordinary share (£4.8 million) and a special dividend of 3.74p per ordinary 
share (£10.6 million) to be paid in May 2014. These financial statements do not reflect this dividend payable. 
The dividend payment in 2012 relates solely to special ordinary shares held by Mizuho. Simultaneously, funds advised by BC Partners 
subscribed for £32.0 million of A-ordinary shares in the Company and the special ordinary shares were converted into deferred shares. 
The resulting share premium was subsequently subject to a capital reduction. See consolidated statement of changes in equity and  
note 24. 
14. Earnings per share 
2013  
£’000 
2012 
£’000
Earnings for the purposes of basic and diluted earnings per share being profit for the year  32,148 20,774
Adjusted for:  
Exceptional items (see note 11)  3,155  1,588 
Adjusted earnings 35,303   22,362 
  
Number of shares  
Weighted average number of ordinary and A-ordinary shares for the purposes of basic and diluted 
earnings per share  264,586,475  258,219,948
Basic and diluted earnings per share (in pence per share)  12.2 8.0
Adjusted earnings per share (in pence per share) 13.3  8.7
Given the changes in capital structure prior to the IPO, the weighted average number of shares for 2012 is based on the shares in issue 
immediately pre IPO as per the requirements of IAS 33: Earnings Per Share. 
   71 Foxtons Annual Report and Accounts 2013
15. Intangible assets 
(a) Goodwill 
 £’000
Cost and carrying amount 
At 1 January 2012, 31 December 2012 and 2013 19,168
Goodwill for the years ended 31 December 2012 and 2013 has been allocated to segments as follows: Sales £9,819, Lettings £9,349 and 
Mortgage Broking (£nil).  
(b) Other intangible assets 
 
Brand 
£’000
Cost and carrying amount 
At 1 January 2012, 31 December 2012 and 2013 99,000
The goodwill and other intangible assets recognised arose on the acquisition of Foxtons Intermediate Holdings Limited and  
its subsidiaries. 
The recoverable amount of the above has been calculated using value in use determined from cash flow projections from formally 
approved budgets and forecasts covering a two year period for each cash-generating unit. The key assumptions in determining the cash 
flows are expected changes in sales and lettings volumes and direct costs to be incurred during the forecast period. These assumptions 
are based upon a combination of past experience of recently observable trends and expectations of future changes in the market.  
To evaluate the recoverable amount of each CGU or group of CGUs, a terminal value has been assumed from the third year and  
includes a growth rate in the cash flows of 2% for the year ended 31 December 2013 (year ended 31 December 2012: 2%) into 
perpetuity. The discount rates used reflect the risks specific to the CGUs.  
The brand asset has been tested for impairment by aggregating the value in use amounts computed in the goodwill impairment test  
for each CGU, being the aggregation of Sales and Lettings. This grouping of CGUs represents the lowest level at which management 
monitors the brand internally, and reflects the way in which the brand asset is viewed as relating to the Sales and Lettings segments  
as a whole, rather than being allocated to each segment on an arbitrary basis.  
The calculated value in use for Sales is £340 million (2012: £170 million), for Lettings £296 million (2012: £191 million) and for the 
aggregation of Sales and Lettings is £636 million (2012: £361 million). The rate used to discount cash flows from Sales is 10.45%  
(2012: 11.86%), from Lettings is 9.95% (2012: 11.86%) and from the aggregation of Sales and Lettings is 10.20% (2012: 11.86%).  
The headroom taken from the calculation was significant, with Sales at £286 million (2012: £151 million), for Lettings £335 million 
(2012: £176 million) and for the aggregation of Sales and Lettings, £522 million (2012: £228 million). There have been no indicators  
of impairment for either goodwill or the brand asset during the periods presented. 
   Foxtons Annual Report and Accounts 2013 72
NOTES TO THE FINANCIAL STATEMENTS continued
16. Property, plant and equipment 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Cost   
At 1 January 2013  16,010 6,733  2,184  1,973   26,900
Additions 6 818 839 5,727 7,390
Disposals (402) – (1,161) – (1,563)
Reclassification/transfer 5,600 1,380 – (6,980) –
At 31 December 2013 21,214 8,931 1,862 720 32,727
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Accumulated depreciation  
At 1 January 2013  4,105 3,638 1,026 –  8,769 
Charge for the period 1,891 1,277 519 – 3,687
Disposals (192) – (874) – (1,066)
At 31 December 2013 5,804 4,915 671 – 11,390
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Carrying amount  
At 31 December 2013 15,410 4,016 1,191 720 21,337
At 31 December 2012  11,905  3,095  1,158  1,973   18,131 
The Group has finance leases with the following carrying values: 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Carrying amount of finance leases  
At 31 December 2013 – – – –  –
At 31 December 2012 – – 387 – 387 
 
   73 Foxtons Annual Report and Accounts 2013
16. Property, plant and equipment (continued) 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000  
Assets under 
construction 
£’000  
Total 
£’000
Cost    
At 1 January 2012  13,206 5,568 2,589  388  21,751
Additions 41608677  4,910  6,236
Disposals –(5)(1,082)  –  (1,087)
Reclassification/transfer 2,763562–  (3,325)  –
At 31 December 2012 16,010 6,733 2,184  1,973  26,900
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000  
Assets under 
construction 
£’000  
Total 
£’000
Accumulated depreciation   
At 1 January 2012 2,443 2,341 1,080  –  5,864
Charge for the period 1,662 1,299 642  –  3,603
Disposals –(2)(696)  –  (698)
At 31 December 2012 4,105 3,638 1,026  –  8,769
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000  
Assets under 
construction 
£’000  
Total 
£000
Carrying amount   
At 31 December 2012 11,905 3,095 1,158  1,973  18,131
At 1 January 2012  10,763 3,227 1,509 388 15,887
The Group has finance leases with the following carrying values: 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000  
Assets under 
construction 
£’000  
Total 
£’000
Carrying amount of finance leases   
At 31 December 2012 – – 387  –   387
At 1 January 2012 – – 1,176  – 1,176
   Foxtons Annual Report and Accounts 2013 74
NOTES TO THE FINANCIAL STATEMENTS continued
17. Subsidiaries 
A list of the investments in subsidiaries is included below: 
Name  
Place of 
incorporation  
and operation Principal activity
Proportion of 
ownership  
interest % 
Proportion of 
voting power 
held %
Foxtons Intermediate Holdings Limited United Kingdom Holding company 100% 100%
Foxtons Operational Holdings Limited United Kingdom Holding company 100% 100%
Foxtons Limited United Kingdom Estate agency 100% 100%
Alexander Hall Associates Limited United Kingdom Mortgage broker 100% 100%
Alexander Hall Direct Limited United Kingdom Dormant 100% 100%
18. Trade and other receivables 
2013  
£’000 
2012 
£’000
Trade receivables 13,997 12,272
Allowance for doubtful debts (1,749) (2,131)
Net trade receivables 12,248 10,141
Other debtors 483 574
 12,731 10,715
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost. 
Trade and other receivables are all current and any fair value difference is not material. Trade receivables are considered past due once 
they have passed their contracted due date.  
Amounts invoiced to customers are due immediately, albeit in the case of lettings they may be collected over time through initial rental 
payments received. The Group has recognised an allowance for doubtful debts of 100% against all receivables over 180 days because 
historical experience has been that receivables that are past due beyond 180 days are not recoverable. Allowances against doubtful 
debts are recognised against trade receivables between 30 days and 180 days based on estimated irrecoverable amounts determined  
by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position.  
The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal right of 
offset against any amounts owed by the Group to the counterparty. 
Trade receivables disclosed above include amounts which are past due at the reporting date but against which the Group has not 
recognised an allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts  
are still considered recoverable.  
Trade debtor days and comparative debtor days at the year end were 32 days (2012: 31 days). 
   75 Foxtons Annual Report and Accounts 2013
18. Trade and other receivables (continued) 
Movement in the allowance for doubtful debts 
Foxtons Group plc 
Allowance 
for doubtful 
debts 
£000
At 1 January 2012 (2,340)
Charged to the consolidated statement of comprehensive income during the period (710)
Amounts utilised during the period 919
At 31 December 2012 (2,131)
Charged to the consolidated statement of comprehensive income during the period (521)
Amounts utilised during the period 903
At 31 December 2013 (1,749)
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from 
the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being 
large and unrelated.  
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. 
Ageing of receivables 
2013 2012 
Gross trade 
receivables
£’000
Impairment 
£’000
Net trade 
receivables
£’000
Gross trade 
receivables 
£’000 
Impairment 
£’000 
Net trade 
receivables
£’000
0 – 30 days 8,439 – 8,439 7,233 – 7,233
30 – 60 days 2,578 – 2,578 1,236 – 1,236
61 – 90 days  705 – 705 679 – 679
91+ days 2,275 (1,749) 526 3,124 (2,131) 993
 13,997 (1,749) 12,248 12,272 (2,131) 10,141
   Foxtons Annual Report and Accounts 2013 76
NOTES TO THE FINANCIAL STATEMENTS continued
19. Borrowings 
2013  
£’000 
2012 
£’000
Secured borrowing at amortised cost  
Loans  
Senior debt – 26,650
Subordinated debt – 40,515
Finance lease liabilities (see note 21) – 390
 – 67,555
Total borrowings  
Amounts due for settlement within 12 months – 310
Amounts due for settlement after 12 months – 67,245
(i) The principal features of the Group’s borrowings were as follows: 
Loans were secured by debentures with a fixed and floating charge over the assets of the Company, Foxtons Intermediate Holdings 
Limited, Foxtons Operational Holdings Limited and Foxtons Limited. These companies provided cross guarantees over their assets as 
security against the loans. 
The senior debt was repayable via an annual cash sweep of excess cash with the balance remaining due in 2015. The cash sweep was 
dependent on cash generation during the year. During 2012, the Group repaid £22 million of senior debt, being: 
• £443,610 – Mandatory repayment under the cash sweep provisions (relates to the year ended 31 December 2011); and 
• £21,536,390 – Voluntary repayment at par. 
For 2012, a cash sweep was not payable due to the significant voluntary repayments during the year. 
The subordinated debt was owned by FSFV Limited (which is wholly owned by funds advised by BC Partners). 
During 2013, the Group made further voluntary repayment totalling £10m before full repayment of the senior and subordinate debt  
was made using the proceeds from the share issue on listing.  
Interest was payable on these loans at the rate of LIBOR plus margin and mandatory costs as prescribed in the loan agreement.  
An element of the subordinated margin was non-cash and rolled up into the loan. 
The loans were variable interest rate debt with repayment periods not exceeding five years. 
(ii) Finance lease liabilities are secured by the assets leased.  
The weighted average interest rates paid during the period were as follows: 
2013  
% 
2012 
%
Senior debt 5.5 5.6
Subordinated debt 10.5 10.6
Finance lease liabilities (see note 21) 2.9 2.9
   77 Foxtons Annual Report and Accounts 2013
20. Deferred tax 
Deferred tax assets and liabilities are only offset where the Group has a legally enforceable right to do so. The following is the analysis  
of the deferred tax balances (after offset) for financial reporting purposes: 
 
2013  
£’000 
2012 
£’000
Deferred tax assets 666 537
Deferred tax liabilities (19,800) (23,500)
  (19,134)  (22,963)
Deferred tax liabilities primarily relate to the intangible asset, the Foxtons brand, which has an indefinite life. This deferred tax liability 
will not reverse unless the Foxtons brand is impaired, in which case the liability would be released to profit and loss, or sold by the 
Group, which would result in a cash outflow. 
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and 
prior reporting periods. 
Foxtons Group plc 
Fixed 
assets
£’000
Other 
temporary 
differences
£’000
Tax losses 
carried 
forward 
£’000 
Intangible 
assets 
£’000 
Total
£’000
At 1 January 2012  685 (516) 93   (24,750)   (24,488) 
(Charge)/credit to profit or loss (336) (120) 1  1,980  1,525
At 31 December 2012  349 (636) 94   (22,770)   (22,963) 
(Charge)/credit to profit or loss (29) 982 (94) 2,970 3,829
At 31 December 2013 320 346 – (19,800) (19,134)
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets  
to the extent that it is probable that these assets will be recovered through future taxable profits. 
No deferred tax asset has been recognised in respect of £1.2 million of unused tax losses in Alexander Hall Associates Limited at  
31 December 2013 (31 December 2012: £1.3 million) as it is not considered probable that there will be future taxable profits available.  
21. Obligations under finance leases 
 Minimum lease payments 
 
2013  
£’000 
2012 
£’000
Amounts payable under finance leases:  
Within one year –   310
In the second to fifth years inclusive  –  80
After five years – –
Total minimum lease payments – 390
During the year the balance on finance leases was fully repaid. The average lease term on inception was three years. For the year ended 
31 December 2013, the average effective borrowing rate was 2.9% (year ended 31 December 2012: 2.9%). Interest rates were fixed at 
the contract date. All leases were on a fixed repayment basis and no arrangements were entered into for contingent rental payments. 
The lease agreement terms included a hire purchase option for the Group to purchase the assets held under finance leases at the end  
of the lease term or prior to the end of the lease term by paying all of the amounts payable to the lessor per the lease agreement. 
   Foxtons Annual Report and Accounts 2013 78
NOTES TO THE FINANCIAL STATEMENTS continued
22. Trade and other payables 
2013  
£’000 
2012 
£’000
Trade creditors and accruals   2,162  2,208
Social security and other taxes  2,672  2,769
VAT  1,892  1,445
Accruals 3,502  2,968
Other creditors  160  638
  10,388   10,028
The Directors consider that the carrying amount of trade payables approximates their fair value. The average trade creditor days as at  
31 December 2013 were 23 days (31 December 2012: 25 days). 
23. Provisions 
Foxtons Group plc 
Sales 
provision
£’000
Other 
provisions 
£’000 
Total 
£’000
At 1 January 2013 63 64 127
Utilisation of provision – (19) (19)
Increase in provision – 49 49
At 31 December 2013 63 94 157
At each consolidated balance sheet date all provisions are classified as current liabilities. 
Sales provision 
This relates to the repayment of commissions within Alexander Hall Associates Limited which are expected to be used within the 
following four years.  
Other provisions 
These are incurred in the ordinary course of business and may be analysed as follows: 
• OFT provision: As at 31 December 2013: £6k (31 December 2012: £18k) relates to a case brought against Foxtons Limited by the OFT 
that resulted in the court deciding that Foxtons Limited’s renewal commission terms were not clear and a provision was established 
for potential claims. 
• Complaints provision: As at 31 December 2013: £88k (31 December 2012: £47k) relates to unresolved client complaints which may 
result in compensation. 
24. Share capital 
2013  
£ 
2012 
£
Allotted, issued and fully paid:  
9,222,141 ordinary shares of £0.00000136 each –   13 
64,554,990 A-ordinary shares of £0.00000136 each –   88 
18,556,942 deferred shares of £0.00000136 each –  25 
282,176,468 ordinary shares of £0.01 each 2,821,765 –
 2,821,765 126 
 
   79 Foxtons Annual Report and Accounts 2013
24. Share capital (continued) 
 
Ordinary 
shares 
number
Ordinary 
shares
A-ordinary 
shares 
Special 
ordinary 
shares 
Deferred 
shares
At 1 January 2012 73,777,131 £13 £88 – –
18,556,942 A-ordinary shares converted  
to special ordinary shares – – £(25) £25 –
18,556,942 A-ordinary shares issued – – £25 – –
18,556,942 special ordinary shares converted  
to deferred shares – – – £(25) £25
At 31 December 2012 73,777,131 £13 £88 – £25
Shares cancelled – – – – £(25)
Consolidation of shares – £88 £(88) – –
Being nominal value £0.00000136 each 73,777,131 £101 – – –
Subdivision of shares – 136 shares for each 
share nominal value £0.00000001 10,033,689,816 £101 – – –
Bonus issue of shares 516,429,883,310,184 £5,164,298 – – –
Total 516,439,917,000,000£5,164,399 – – –
Consolidation of shares 1,000,000 into  
one share at £0.01 each 516,439,917£5,164,399 – – –
Operation of ratchet – shares cancelled (258,219,969)£ (2,582,199) – – –
Shares immediately prior to IPO 258,219,948£2,582,200 – – –
Primary issue of shares at nominal value  
of £0.01 each 23,956,520 £239,565 – – –
At 31 December 2013 – Ordinary shares  
at £0.01 each 282,176,468 £2,821,765 – – –
Prior to IPO the shares were sub-divided, 136 shares for each existing share. A bonus issue was then undertaken and the resulting total 
number of shares consolidated with every million shares converting into a single share of £0.01 each. A ratchet mechanism in the 
Company’s previous articles of association resulted in the entitlements arising from management’s shareholding increasing to 25%  
from the previous 12.5% of the Company’s income, capital and voting rights. This increased entitlement resulted from the value of the 
Group at the time of its IPO. Following the operation of the ratchet, the number of ordinary shares in issue reduced to 258,219,948.  
The IPO primary issue of shares added 23,956,520 to bring the total number of shares in issue to 282,176,468. 
25. Share premium account 
 
Share 
premium 
£’000
Balance at 1 January 2012 –
Issue of share capital 32,000
Capital reduction (32,000)
Balance at 31 December 2012 –
Premium arising on issue of equity shares 54,761
One-off IPO costs charged directly to equity (2,034)
Balance at 31 December 2013 52,727
   Foxtons Annual Report and Accounts 2013 80
NOTES TO THE FINANCIAL STATEMENTS continued
26. Notes to the cash flow statement 
2013  
£’000 
2012 
£’000
Operating profit 42,972 31,394
Adjustments for:  
Depreciation of property, plant and equipment  3,687   3,603 
Gain on disposal of property, plant and equipment  40  (125)
(Decrease)/increase in provisions  30  (42)
IPO costs incurred 3,155 –
Operating cash flows before movements in working capital  49,884  34,830 
Increase in receivables (2,153) (925)
Increase in payables 709 2,309
Cash generated by operations  48,440   36,214 
Expensed IPO costs paid (3,155) –
IPO costs paid taken directly to equity (2,034) –
Income taxes paid  (6,161)  (7,074)
Net cash from operating activities 37,090   29,140 
Cash and cash equivalents 
2013  
£’000 
2012 
£’000
Cash and cash equivalents 23,352 9,774
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of 
outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents 
excludes client monies. See note 30. 
At 31 December 2012, a sum of £455,958 was held in an escrow account. This money was held in escrow pending HMRC finalising the 
Group’s corporation tax computations for 2010. Finalisation would determine whether the money should be paid as tax to HMRC or 
returned to the vendors of Foxtons Operational Holdings Limited in accordance with the warranties relating to the original sale in 2007. 
These monies were subsequently paid to the vendors in January 2013. 
   81 Foxtons Annual Report and Accounts 2013
27. Operating lease arrangements 
The Group as lessee 
 
2013  
£’000 
2012 
£’000
Lease payments under operating leases recognised as an expense in the period 10,801 9,752
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable 
operating leases, which fall due as follows: 
 
2013  
£’000 
2012 
£’000
Within one year 9,810 10,319
In the second to fifth years inclusive 27,359 30,400
After five years 29,155 33,679
 66,324 74,398
Operating lease payments represent rentals payable by the Group for certain of its office properties and cars under contract hire.  
Leases on offices are negotiated for an average term of 15 years and rentals are fixed for an average of five years. 
The Group as lessor 
 
2013  
£’000 
2012 
£’000
Lease receipts under operating leases recognised in the period 317 317
At the balance sheet date, third parties had outstanding commitments due to the Group for future minimum lease payments under 
non-cancellable operating leases, which fall due as follows: 
 
2013  
£’000 
2012 
£’000
Within one year 317 317
In the second to fifth years inclusive 1,091 1,168
After five years 660 900
 2,068 2,385
Operating lease payments represent rentals payable to the Group for certain recharges for rental of a proportion of its office properties. 
   Foxtons Annual Report and Accounts 2013 82
NOTES TO THE FINANCIAL STATEMENTS continued
28. Financial instruments 
Capital risk management 
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the 
return to shareholders. 
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital 
to shareholders, issue new shares or negotiate debt facilities. 
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves  
and retained earnings.  
A regulated subsidiary of the Group, Alexander Hall Associates Limited, is subject to externally imposed capital requirements.  
The required amount is calculated as 2.5% of the subsidiary’s annual revenue as defined by the Financial Conduct Authority.  
As at 31 December 2013, the threshold was £120,000, which is immaterial to the Group. 
Gearing ratio 
The gearing ratio at each period end is as follows: 
2013  
£’000 
2012 
£’000
Loans –  (67,165)
Cash and cash equivalents  23,352  9,774 
Net funds/(debt)  23,352  (57,391)
Equity  142,448   55,252 
Net debt to equity ratio (16)% 104%
Equity includes all capital and reserves of the Group that are managed as capital. 
Categories of financial instruments 
2013  
£’000 
2012 
£’000
Financial assets  
Cash and bank balances 23,352 9,774 
Loans and receivables  12,713  10,715
Financial liabilities  
Financial liabilities recorded at amortised cost (7,717) (74,814)
Financial risk management objectives 
The Group closely monitors cash requirements to ensure sufficient funds are held for the operations of the Group.  
Interest rate risk management 
The Group is exposed to interest rate risk because entities in the Group earn interest on client deposits (see note 30) offset by 
borrowings (if any). The Group had borrowed funds at LIBOR plus margin interest rates. The Group did not have in place any financial 
instruments to hedge against interest rate movements as the Group expected interest rates to remain low. 
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section 
of this note. 
Interest rate sensitivity analysis 
The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the 
balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at balance sheet 
date was outstanding for the whole period.  
If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s profit before tax and total equity for 
the 12 months ended 31 December 2013 would increase/decrease by £0.2 million (year ended 31 December 2012: decrease/increase  
by £nil). This increase in variability is due to the Company now being debt free so that there is no natural hedge against client deposits. 
This contrasts to the prior year where the Group’s exposure to interest rates on its client funds was offset partially by interest paid on 
variable rate borrowings. 
   83 Foxtons Annual Report and Accounts 2013
28. Financial instruments (continued) 
Credit risk management 
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.  
Trade receivables consist of a large number of customers and are monitored on an ongoing basis.  
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar 
characteristics. The Group defines counterparties as having similar characteristics if they are related entities. Concentration of credit  
risk to any counterparty did not exceed 1% of gross monetary assets at any time during the period.  
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-
rating agencies.  
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s 
maximum exposure to credit risk as no collateral or other credit enhancements are held. 
Client funds (see note 30) are held with three reputable financial institutions. The credit risk of banks cannot be totally eliminated. 
However, as the funds are client monies there is the additional protection of the Financial Services Compensation Scheme (FSCS)  
under which the government guarantees amounts up to £85k each. This guarantee applies to each individual client’s deposit monies,  
not the sum total on deposit. 
Liquidity risk management 
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity 
risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management 
requirements. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual  
cash flows, and by matching the maturity profiles of financial assets and liabilities.  
Liquidity and interest risk tables 
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods.  
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the 
Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating 
rate, the undiscounted amount is derived from interest rate curves at the balance sheet date. The contractual maturity is based on the 
earliest date on which the Group may be required to pay. 
 
Weighted 
average 
effective 
interest rate 
% 
Less than 
1 month
£’000
1-3 months
£’000
3 months 
to 1 year
£’000
1-5 years 
£’000 
5+ years
£’000
Total
£’000
31 December 2013   
Senior debt – – – – – – –
Subordinated debt – – – – – – –
Finance lease liability – – – – – – –
  – – – – – –
31 December 2012   
Senior debt 5.5% – – 1,466 28,477 – 29,943
Subordinated debt 10.5% – – 2,227 52,922 – 55,149
Finance lease liability 2.9% 26 78 207 80 – 391
  26783,90081,479 –85,483
The inclusion of information on non-derivative financial assets is necessary to understand the Group’s liquidity risk management as the 
liquidity is managed on a net asset and liability basis.  
   Foxtons Annual Report and Accounts 2013 84
NOTES TO THE FINANCIAL STATEMENTS continued
28. Financial instruments (continued) 
The Group’s non-derivative financial assets consist of cash and trade and other receivables, both of which are non-interest bearing.  
The Group’s expected maturity for its non-derivative financial assets is less than one month as trade receivables are payable  
on exchange.  
 
Less than 
1 month
£’000
31 December 2013 
Cash and cash equivalents 23,352
Trade and other receivables  12,731
 36,083
31 December 2012 
Cash and cash equivalents 9,774
Trade and other receivables  10,715
 20,489
Financial instruments that are measured at fair value in the condensed financial statements require disclosure of fair value 
measurements by level based on the following fair value measurement hierarchy:  
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; 
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,  
as prices) or indirectly (that is, derived from prices); and 
• Level 3: inputs for the asset or liability that are not based on observable market date (that is, unobservable inputs). 
The significant inputs required to fair value all of the Group’s financial instruments are observable. The Group only holds Level 2 
financial instruments and therefore does not hold any financial instruments categorised as either Level 1 or Level 3 financial instruments. 
There have also been no transfers of assets or liabilities between levels of the fair value hierarchy.  
Fair values have been arrived at by discounting future cash flows, assuming no early redemption, or by revaluing forward currency 
contracts to year-end market rates or rates as appropriate to the instrument.  
Management considers that the book value of financial assets and liabilities recorded at amortised cost and their fair value are 
approximately equal.  
The book value and fair value of the Group’s financial assets, liabilities and derivative financial instruments are as follows: 
 
2013 
£’000 
2012
£’000
Cash and cash equivalents 23,352 9,774
Trade and other receivables 12,731 10,715
Trade and other payables  (10,388) (10,028)
Loans and other borrowings  – (67,165)
Fair values have been arrived at by discounting future cash flows, assuming no early redemption, or by revaluing forward currency 
contracts to period-end market rates or rates as appropriate to the instrument. 
   85 Foxtons Annual Report and Accounts 2013
29. Related party transactions 
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation 
and are not disclosed in this note.  
Trading transactions 
During the period, Group companies entered into the following transactions with related parties who are not members of the Group: 
 
2013  
£’000 
2012 
£’000
Interest on loan  
FSFV Limited 3,185 4,180
Mizuho Corporate Bank Ltd 428 1,223
Agency fee  
Mizuho Corporate Bank Ltd 42 60
Commitment fee  
Mizuho Corporate Bank Ltd 10 63
The following amounts were outstanding at the balance sheet date: 
 
Amounts owed to  
related parties 
 
2013  
£’000 
2012 
£’000
FSFV Limited – (40,515)
Mizuho Corporate Bank Ltd – (13,735)
Michael Brown – (14)
Since October 2010, FSFV Limited (“FSFV”) has held 100% of the subordinated debt. FSFV is wholly-owned by funds advised by BC 
Partners. Funds advised by BC Partners also ultimately hold 22.3% of the equity in the Company via Adnams BBPM Holdings Limited. 
During the year ended 31 December 2013, principal repayments of £42.2 million were made on the subordinated debt (year ended  
31 December 2012: nil). 
Mizuho held part of the senior debt and during the year ended 31 December 2013 the outstanding debt was fully repaid, with payments 
totalling £13.7 million (year ended 31 December 2012: £11.4 million). Mizuho owned 25% of the share capital of the Company until  
14 March 2012, at which point it realised its interest.  
Michael Brown is a Director of the Company. 
Security arrangements on these loans are discussed in note 19. 
Remuneration of key management personnel 
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories specified  
in IAS 24: Related Party Disclosures. Key management personnel are defined as the Chief Executive Officer and the Chief Financial 
Officer of the Group as well as the Chief Operating Officer of Foxtons Limited and the Chief Executive Officer of Alexander Hall 
Associates Limited. 
 
2013  
£’000 
2012 
£’000
Directors’ remuneration – short-term employee benefits 1,364 2,422
Remuneration of the highest-paid Director 624 1,328
   Foxtons Annual Report and Accounts 2013 86
NOTES TO THE FINANCIAL STATEMENTS continued
30. Client monies 
At 31 December 2013, client monies (all held by Foxtons Limited) in approved bank and building society accounts amounted to  
£81.1 million (31 December 2012: £77.0 million). Neither this amount nor the matching liabilities to the clients concerned is included  
in the consolidated balance sheet. Foxtons Limited’s terms and conditions provide that interest income on these deposits accrues to  
the Company. 
Client funds are protected by the Financial Services Compensation Scheme (“FSCS”) under which the government guarantees amounts 
up to £85,000 each. This guarantee applies to each individual client’s deposit monies, not the sum total on deposit. 
31. Restatement of prior periods to IFRS 
These are the Group’s first consolidated financial statements prepared in accordance with IFRS as adopted by the EU. The accounting 
policies set out in note 3 have been applied in preparing the financial statements for all periods.  
The last consolidated financial statements prepared under UK Generally Accepted Accounting Principles (“UK GAAP”) for the Group 
were for the period ended 31 December 2012. The date of transition to IFRS for the Group was 1 January 2012.  
IFRS 1, First-time Adoption of International Financial Reporting Standards, sets out the transitional rules for when IFRS are applied for  
the first time. The Group is required to select accounting policies in accordance with IFRS valid at its first IFRS reporting date and  
apply those policies retrospectively. The standard sets out certain mandatory exceptions to retrospective application and certain 
optional exemptions. The Group did not elect to use any optional exemptions. IFRS 3 has been adopted effective 30 March 2010.  
Note
2012  
£’000 
2011
£’000
Total equity under UK GAAP 33,411 22,719
Adjustments to equity to conform with IFRS:  
Goodwill  31(i) (58,469) (65,348)
Other intangibles 31(i) 99,000 99,000
Revenue recognition 31(ii) 4,203 3,809
Net taxation impact 31(iii) (22,893) (25,702)
Total equity under IFRS 55,252 34,478
 
Note 
2012 
£’000
Profit for the year under UK GAAP
1
  10,693
Adjustments to equity to conform with IFRS:  
Goodwill amortisation 31(i) 7,723
Revenue recognition 31(ii) 392
Net taxation impact 31(iii) 1,966
Profit for the year under IFRS
1
  20,774
1 The requirement under IFRS 1 is to reconcile total comprehensive income. However, the consolidated financial statements under UK GAAP did not present total 
comprehensive income and the Group has reported no other comprehensive income under IFRS. Thus only profit for the year has been reconciled.  
   87 Foxtons Annual Report and Accounts 2013
31. Restatement of prior periods to IFRS (continued) 
The balance sheet prepared under IFRS at the date of transition is presented below: 
Balance sheet – 1 January 2012 
  £’000
Non-current assets  
Goodwill  19,168
Other intangible assets  99,000
Property, plant and equipment  15,887
Deferred tax assets  778
  134,833
Current assets  
Trade and other receivables  11,317
Prepayments  5,103
Cash and cash equivalents  13,738
  30,158
Total assets  164,991
Current liabilities  
Trade and other payables  (7,793)
Current tax liabilities  (4,620)
Obligations under finance leases  (563)
Provisions  (169)
Borrowings  (739)
Deferred revenue  (4,248)
  (18,132)
Net current assets  12,026
Non-current liabilities  
Borrowings  (86,459)
Obligations under finance leases  (656)
Deferred tax liabilities  (25,266)
  (112,381)
Total liabilities  (130,513)
Net assets  34,478
Equity  
Share capital  –
Retained earnings  34,478
Total equity   34,478
   Foxtons Annual Report and Accounts 2013 88
NOTES TO THE FINANCIAL STATEMENTS continued
31. Restatement of prior periods to IFRS (continued) 
Adjustments made under IFRS 
Below is a summary of the adjustments made to convert the Group results from UK GAAP to IFRS: 
(i) Goodwill and other intangibles 
Under UK GAAP, goodwill is amortised over its expected useful economic life. Under IAS 38: Intangible Assets, goodwill is no longer 
amortised, but instead is held at its carrying value on the balance sheet and tested annually for impairment. In addition, IAS 38: 
Intangible Assets requires other intangible assets arising on acquisitions after the transition date to be separately identified and 
amortised over their useful economic life to the extent they are finite-lived. Indefinite-lived intangibles are held at carrying value  
on the balance sheet and tested annually for impairment.  
The UK GAAP goodwill amortisation charge in the years ended 31 December 2010, 2011 and 2012 has been reversed along with the 
impairment of goodwill recognised in 2012 under UK GAAP which did not arise under IFRS. The intangible asset arising from the 
acquisition on 30 March 2010 has been recognised as having an indefinite life and there have been no impairments to its value  
identified from annual reviews performed.  
(ii) Revenue recognition 
Under UK GAAP the Group deferred all of the potentially refundable commission earned on lettings contracts until the expiry of the 
refund right. Under IFRS the Group has adopted an accounting policy of estimating the proportion of potentially refundable commission 
at any point in time and recognising the balance immediately because management considers this better reflects the Group’s earnings 
activities. This leads to revenue generally being recognised earlier as compared with UK GAAP. 
(iii) Net taxation impact 
The above taxation adjustment includes the related taxation impacts of the IFRS adjustments for the recognition of intangibles and the 
adjustment for revenue recognition. 
32. Net free cash flow 
Net free cash flow is used as a measure of financial performance and is highlighted on page one. It is defined as net cash from operating 
activities less net cash used in investing activities exclusive of exceptional items. 
Notes
2013  
£’000 
2012 
£’000
Net cash from operating activities 26 37,090 29,140
Investing activities  
Interest received 104 115
Proceeds on disposal of property, plant and equipment 457 514
Purchases of property, plant and equipment (7,390) (6,236)
Net cash used in investing activities (6,829) (5,607)
Excluding exceptional costs paid  
Expensed IPO costs paid (3,155) –
IPO costs paid directly taken to equity (2,034) –
Property settlement – (1,118)
PAYE legal settlement – (470)
Net cash used in exceptional activities (5,189) (1,588)
  
Net free cash flow 35,450 25,121
  89 Foxtons Annual Report and Accounts 2013
PARENT COMPANY BALANCE SHEET
 
Notes 
2013  
£’000 
2012 
£’000
Fixed assets   
Investments 35 31,200 –
  31,200 –
Current assets   
Debtors 36 48,437 234
Prepayments and accrued income  114 –
  48,551 234
Creditors   
Amounts falling due within one year 37 (119) (144)
Net current assets  48,432 90
Total assets less current liabilities  79,632 90
   
Capital and reserves   
Called up share capital  5,404 –
Share premium  52,727 –
Profit and loss account  21,501 90
Shareholders’ funds  38 79,632 90
The financial statements of Foxtons Group plc, registered number 07108742, were approved by the Board of Directors on  
10 March 2014. 
Signed on behalf of the Board of Directors 
 
 
Gerard Nieslony 
Chief Financial Officer  Foxtons Annual Report and Accounts 2013 90
NOTES TO THE COMPANY FINANCIAL STATEMENTS
33. Significant accounting policies 
The accounting policies set out below have been applied in preparing the financial statements for the years ended 31 December 2012 
and 2013. 
Basis of preparation 
The Company’s financial statements are prepared in accordance with the Companies Act 2006 and applicable accounting standards in 
the United Kingdom (UK GAAP). The financial statements have been prepared on the historical cost basis. Historical cost is generally 
based on the fair value of the consideration given in exchange for the assets.  
Investments in subsidiary companies 
Investments in subsidiaries are recognised at cost less provisions for impairment. 
Going concern 
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in 
operational existence for the foreseeable future having considered the Company forecasts and projections, taking account of reasonably 
possible changes in trading performance and the current economic uncertainty. Accordingly, they have adopted the going concern basis 
in preparing the financial statements. 
Related party transactions 
The Company is exempt under the terms of FRS 8 ‘Related Party Disclosure’ from disclosing related party transactions that are part of 
Foxtons Group plc. 
34. Profit for the year 
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account for 
the financial year. The Company’s profit for the year was £26.6 million (2012: £0.1 million).  
The Company has five employees at 31 December 2013 (2012: nil). These are the Non-Executive Directors of Foxtons Group plc; their 
remuneration is paid by Foxtons Limited. The Executive Directors of Foxtons Group plc are employed and paid by Foxtons Limited. 
Details of Directors’ remuneration are disclosed in the Directors’ Remuneration Report and in note 29 to the accounts. 
35. Investment in subsidiary undertakings 
Investments in subsidiary undertakings were as follows: 
 £’000
At 1 January 2012 –
Capital contribution –
At 31 December 2012 –
Capital contribution 31,200
At 31 December 2013 31,200
Investments in subsidiaries are stated at cost, less any provision for impairment. 
The principal trading subsidiary undertakings, all of which are wholly owned and included in the consolidated accounts, are shown in 
note 17. 
   91 Foxtons Annual Report and Accounts 2013
36. Debtors 
 
2013  
£’000 
2012 
£’000
Amounts owed by subsidiary undertakings 48,418 234
Deferred tax asset 19 –
 48,437 234
Amounts owed by subsidiary companies are unsecured and repayable on demand. 
37. Creditors 
 
2013  
£’000 
2012 
£’000
Accruals (119) (144)
 (119) (144)
38. Reconciliation of movements in Shareholders’ funds 
Share 
capital 
£’000
Share 
premium  
£’000 
Retained 
earnings  
£’000 
Total 
shareholders’ 
funds
£’000
Balance at 31 December 2012 – – 90 90
Profit for the year – – 26,575 26,575
Bonus issue of shares 5,164 – (5,164) –
Issue of share capital – IPO 240 54,761 – 55,001
IPO issue costs – (2,034) – (2,034)
Balance at 31 December 2013 5,404 52,727 21,501 79,632
 
Share 
capital 
£’000
Share 
premium  
£’000 
Profit  
and loss  
£’000 
Total 
shareholders’ 
funds 
£’000
Balance at 1 January 2012 –– 6 6
Profit for the year – – 84 84
Issue of share capital – 32,000 – 32,000
Dividends – – (32,000) (32,000)
Capital reduction – (32,000) 32,000 –
Balance at 31 December 2012 – – 90 90 Foxtons Annual Report and Accounts 2013 92
FINANCIAL CALENDAR
2013 Financial Year  
Year end  31 December 2013 
Announcement of preliminary results for 2013  11 March 2014 
Publish Annual Report and Accounts March 2014 
Ex-final dividend date  30 April 2014 
Final record date 2 May 2014 
Annual General Meeting  21 May 2014 
Final/Special dividend payment date  30 May 2014 
 
2014 Financial Year  
1st quarter interim management statement  April 2014 
Interim period end 30 June 2014 
Announcement of interim results  August 2014 
Interim ex-dividend date August 2014 
Interim record date August 2014 
Interim dividend payment date  September 2014 
3rd quarter interim management statement  October 2014 
2014 financial year end  December 2014 
Preliminary announcement February 2015 
Publish Annual Report and Accounts March 2015 
Ex-final dividend date  April 2015 
Final record date May 2015 
AGM May 2015 
Final dividend payment date May 2015 
 
2015 Financial Year  
1st quarter interim management statement  April 2015 
Interim period end 30 June 2015 
Announcement of interim results  August 2015 
Interim ex-dividend date August 2015 
Interim record date August 2015 
Interim dividend payment date  September 2015 
3rd quarter interim management statement  October 2015 
2015 financial year end  December 2015 
Preliminary announcement February 2016 
Publish Annual Report and Accounts March 2016 
Ex-final dividend date  April 2016 
Final record date May 2016 
AGM May 2016 
Final dividend payment date May 2016 
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