Result of AGM

FirstGroup plc

(the “Company”)

Results of Annual General Meeting on 16 July 2015

The Board of FirstGroup plc announces that, at the Annual General Meeting held earlier today, Resolutions 1 to 20 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 2015	870,531,858	99.98	181,428	0.02	870,713,286	890,652
2.	To approve the Directors’ Remuneration Policy	779,923,966	92.82	60,313,189	7.18	840,237,155	31,366,783
3.	To approve the Directors’ Annual Report on Remuneration	800,928,123	95.29	39,629,864	4.71	840,557,987	31,045,951
4.	To elect Wolfhart Hauser as a Director	868,308,475	99.74	2,276,428	0.26	870,584,903	1,019,035
5.	To re-elect Mick Barker as a Director	867,052,269	99.59	3,547,482	0.41	870,599,751	1,004,187
6.	To re-elect Warwick Brady as a Director	867,288,401	99.62	3,303,241	0.38	870,591,642	1,012,296
7.	To re-elect Drummond Hall as a Director	867,615,835	99.66	2,982,691	0.34	870,598,526	1,005,412
8.	To re-elect Tim O’Toole as a Director	866,352,909	99.51	4,279,049	0.49	870,631,958	971,980
9.	To re-elect Chris Surch as a Director	866,820,872	99.57	3,746,416	0.43	870,567,288	1,036,475
10.	To re-elect Brian Wallace as a Director	863,046,885	99.14	7,521,242	0.86	870,568,127	1,035,811
11.	To re-elect Imelda Walsh as a Director	866,752,839	99.55	3,884,858	0.45	870,637,697	971,241
12.	To re-elect Jim Winestock as a Director	867,687,510	99.67	2,900,216	0.33	870,587,726	1,016,212
13.	To re-appoint Deloitte LLP as auditors	853,066,792	98.53	12,755,072	1.47	865,821,864	5,782,074
14.	To authorise the Directors to determine the remuneration of the auditors	869,822,908	99.93	587,941	0.07	870,410,849	1,193,089
15.	To authorise the Directors to allot shares	861,230,082	98.92	9,405,984	1.08	870,636,066	967,872
16.	To authorise the Directors to disapply pre-emption rights	855,960,696	98.33	14,578,356	1.67	870,539,052	1,064,886
17.	To authorise the Directors to make market purchases of the Company’s shares	869,962,824	99.92	700,021	0.08	870,662,845	941,093
18.	To authorise the Company to make political donations and incur political expenditure	758,548,748	87.13	112,041,746	12.87	870,590,494	1,013,444
19.	To approve amendments to the Long Term Incentive Plan to increase the individual limit	816,364,029	97.13	24,113,092	2.87	840,477,121	31,126,817
20.	To authorise the calling of general meetings on 14 clear days’ notice	821,514,435	94.35	49,173,497	5.65	870,687,932	916,006

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 1,204,926,756 ordinary shares of 5 pence per share. 71.87% 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