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FIRSTGROUP PLC (FGP)

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Monday 13 September, 2021

FIRSTGROUP PLC

Result of AGM

FirstGroup plc

Result of 2021 Annual General Meeting (AGM)

FirstGroup plc (the 'Company') announces that, at the AGM held earlier today, all resolutions were passed by the Company’s shareholders on a poll. The results of the poll are shown in the table below and will also be available on the Company’s website.

FOR AGAINST TOTAL WITHHELD
Number of Votes % of Vote Number of Votes % of Vote Number of Votes Number of Votes
1 To receive the Annual Report and Financial
Statements for the year ended 27 March 2021
982,781,107 99.91 915,863 0.09 983,696,970 4,311,841
2 To approve the Directors’ Remuneration Policy 943,536,831 95.84 40,940,117 4.16 984,476,948 3,531,863
3 To approve the Directors’ Annual Report on Remuneration 969,027,041 98.43 15,447,237 1.57 984,474,278 3,534,533
4 To re-elect Warwick Brady as a Director 787,355,285 79.71 200,405,646 20.29 987,760,931 247,880
5 To re-elect Sally Cabrini as a Director 979,744,821 99.52 4,705,680 0.48 984,450,501 3,558,310
6 To elect Anthony Green as a Director 981,096,846 99.66 3,355,647 0.34 984,452,493 3,556,318
7 To elect Jane Lodge as a Director 979,496,340 99.50 4,968,595 0.50 984,464,935 3,543,876
8 To elect Peter Lynas as a Director 984,252,046 99.98 194,890 0.02 984,446,936 3,561,875
9 To re-elect Ryan Mangold as a Director 981,154,885 99.66 3,330,832 0.34 984,485,717 3,523,094
10 To re-elect David Martin as a Director 789,813,517 79.96 197,918,257 20.04 987,731,774 277,037
11 To re-elect Julia Steyn as a Director 809,678,504 81.97 178,078,290 18.03 987,756,794 252,017
12 To appoint PricewaterhouseCoopers LLP as auditors 974,183,854 98.95 10,298,561 1.05 984,482,415 3,526,396
13 To authorise the Directors to determine the remuneration of the auditors 974,618,146 99.00 9,862,261 1.00 984,480,407 3,528,404
14 To authorise the Directors to allot shares 972,006,401 98.73 12,529,847 1.27 984,536,248 3,472,563
15 To authorise the Directors to disapply
pre-emption rights
825,041,932 83.80 159,438,692 16.20 984,480,624 3,528,187
16 To disapply pre-emption rights for acquisitions or other capital investments 818,762,517 83.17 165,700,933 16.83 984,463,450 3,545,361
17 To authorise the Directors to make market
purchases of the Company’s shares
982,990,235 99.88 1,155,828 0.12 984,146,063 3,862,748
18 To authorise the Company to make political donations and incur political expenditure 801,568,729 81.42 182,891,168 18.58 984,459,897 3,548,914
19 To adopt the rules of the FirstGroup Share Incentive Plan 2021 984,175,384 99.97 327,651 0.03 984,503,035 3,505,776
20 To authorise the calling of general meetings
on 14 clear days’ notice
969,504,046 98.47 15,036,152 1.53 984,540,198 3,468,613

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. Votes were cast for a total of 988,008,811 ordinary shares of 5 pence per share, representing 80.81% of the total number of votes capable of being cast at the AGM. The Company's issued share capital as at today's date is 1,222,699,853 ordinary shares and the number of votes per share is one. The Company held 157,229 shares in Treasury, which do not carry any voting rights. Resolutions 1 to 14, 18 and 19 were proposed as Ordinary Resolutions and resolutions 15 to 17 and 20 as Special Resolutions.

The Board is pleased that shareholders voted in favour of all of the resolutions put to today's meeting. The Board takes seriously its responsibility to engage with its shareholders to understand their different perspectives and, accordingly, is aware of the views of certain investors who voted against some of the resolutions today. The Group is committed to continuing a constructive and open dialogue on this and all other matters with our shareholders.

Contacts at FirstGroup:

Faisal Tabbah, Head of Investor Relations

Stuart Butchers, Group Head of Communications

Seema Kamboj, Deputy Company Secretary

Tel: +44 (0) 20 7725 3354

Contacts at Brunswick PR:

Andrew Porter / Simone Selzer, Tel: +44 (0) 20 7404 5959

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 3.1.


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