Result of AGM

FirstGroup plc

(the “Company”)

Results of Annual General Meeting on 19 July 2016

The Board of FirstGroup plc announces that, at the Annual General Meeting held earlier today, Resolutions 1 to 19 were duly passed by the Company’s shareholders on a poll.  The results of the poll are shown below.

	Resolution	FOR		AGAINST		TOTAL	WITHHELD
		No. of Votes	% of Vote	No. of Votes	% of Vote	No. of Votes	No. of  Votes
1.	To receive the Annual Report and Financial Statements for the year ended 31 March 2016	909,766,866	99.95	426,644	0.05	910,193,510	36,481,689
2.	To approve the Directors’ Annual Report on Remuneration	799,235,216	96.53	28,761,378	3.47	827,996,594	118,668,660
3.	To elect Matthew Gregory as a Director	944,305,319	99.80	1,935,749	0.20	946,241,068	415,817
4.	To re-elect Mick Barker as a Director	944,161,641	99.77	2,166,038	0.23	946,327,679	334,536
5.	To re-elect Warwick Brady as a Director	944,514,813	99.81	1,762,401	0.19	946,277,214	382,427
6.	To re-elect Drummond Hall as a Director	944,330,405	99.79	1,974,153	0.21	946,304,558	354,515
7.	To re-elect Wolfhart Hauser as a Director	924,123,475	98.50	14,082,313	1.50	938,205,788	8,456,485
8.	To re-elect Tim O’Toole as a Director	943,675,821	99.72	2,693,794	0.28	946,369,615	292,996
9.	To re-elect Brian Wallace as a Director	939,847,858	99.32	6,472,307	0.68	946,320,165	342,108
10.	To re-elect Imelda Walsh as a Director	943,512,418	99.70	2,844,191	0.30	946,356,609	303,656
11.	To re-elect Jim Winestock as a Director	944,422,351	99.80	1,876,758	0.20	946,299,109	343,157
12.	To re-appoint Deloitte LLP as auditors	926,533,449	98.77	11,580,912	1.23	938,114,361	8,539,506
13.	To authorise the Directors to determine the remuneration of the auditors	945,636,036	99.91	814,864	0.09	946,450,900	204,666
14.	To authorise the Directors to allot shares	934,880,473	98.78	11,570,492	1.22	946,450,965	214,998
15.	To authorise the Directors to dis-apply pre-emption rights	778,124,190	92.73	60,998,207	7.27	839,122,397	107,536,018
16.	To authorise the Directors to make market purchases of the Company’s shares	935,086,028	98.80	11,371,239	1.20	946,457,267	209,439
17.	To authorise the Company to make political donations and incur political expenditure	822,888,429	86.95	123,453,455	13.05	946,341,884	326,052
18.	To approve the rules of the FirstGroup plc 2016 Sharesave Plan	943,806,605	99.73	2,595,984	0.27	946,402,589	264,455
19.	To authorise the calling of general meetings on 14 clear days’ notice	891,352,135	94.17	55,169,221	5.83	946,521,356	145,349

Votes “For” and “Against” are expressed as a percentage of votes received.

A “Vote withheld” is not a vote in law and is not counted in the calculation of the votes “For” and “Against” a resolution.

The current issued share capital of FirstGroup plc is 1,204,988,509 ordinary shares of 5 pence per share. 77.32% of voting capital was instructed.

In accordance with the Listing Rule 9.6.2, copies of all resolutions other than resolutions concerning ordinary business passed at today’s Annual General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do