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FirstGroup PLC (FGP)

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Tuesday 15 September, 2020

FirstGroup PLC

Result of AGM

FirstGroup plc

Result of 2020 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 31 March 2020 982,886,516 99.99 131,056 0.01 983,017,572 840,073
2 To approve the Directors’ Annual Report on Remuneration 976,349,874 99.25 7,379,537 0.75 983,729,411 128,233
3 To elect David Martin as a Director 811,701,238 94.30 49,076,934 5.70 860,778,172 123,079,473
4 To elect Sally Cabrini as a Director 811,867,247 94.32 48,871,743 5.68 860,738,990 123,118,655
5 To re-elect Warwick Brady as a Director 802,680,264 93.26 58,050,937 6.74 860,731,201 123,126,444
6 To re-elect Steve Gunning as a Director 792,022,899 80.52 191,651,845 19.48 983,674,744 182,901
7 To re-elect Mathew Gregory as a Director 691,308,920 70.28 292,361,546 29.72 983,670,466 187,179
8 To re-elect Ryan Mangold as a Director 810,847,451 94.20 49,883,944 5.80 860,731,395 123,126,250
9 To re-elect Martha Poulter as a Director 800,780,150 81.41 182,897,941 18.59 983,678,091 179,554
10 To re-elect David Robbie as a Director 811,486,059 82.50 172,173,404 17.50 983,659,463 198,182
11 To re-elect Julia Steyn as a Director 817,346,973 94.96 43,395,647 5.04 860,742,620 123,115,025
12 To approve the appointment of PrincewaterhouseCoopers LLP as auditors 978,323,661 99.45 5,420,824 0.55 983,744,485 113,160
13 To authorise the Directors to determine the remuneration of the auditors 837,349,353 99.96 307,505 0.04 837,656,858 146,200,787
14 To authorise the Directors to allot shares 810,543,908 98.77 10,078,005 1.23 820,621,913 163,235,732
15 To authorise the Directors to disapply pre-emption rights 814,386,118 82.79 169,267,021 17.21 983,653,139 204,506
16 To disapply pre-emption rights for acquisitions or other capital investments 813,479,929 82.70 170,165,945 17.30 983,645,874 211,770
17 To authorise the Directors to make market purchases of the Company’s shares 973,997,468 99.06 9,265,059 0.94 983,262,527 595,117
18 To authorise the Company to make political donations and incur political expenditure 748,497,944 91.21 72,132,509 8.79 820,630,453 163,227,192
19 To adopt new Articles of Association 983,312,195 99.97 304,696 0.03 983,616,891 240,754
20 To authorise the calling of general meetings on 14 clear days’ notice 962,795,298 97.86 21,019,105 2.14 983,814,403 43,242

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 983,857,645 ordinary shares of 5 pence per share, representing 80.60% 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 1,220,859,462 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, and 18 were proposed as Ordinary Resolutions and resolutions 15 to 17, 19 and 20 as Special Resolutions.

Commenting on the voting results, FirstGroup Chairman David Martin said:

“We welcome the support shown by the majority of our shareholders today. I am confident that the Board has the necessary mix of skills, experience and knowledge to unlock material value through the sale of our North American businesses, and we are intent on achieving this as expediently as possible and in the best interests of all shareholders.

“As noted in the trading statement issued this morning, the Group has delivered a stronger than expected financial performance so far this year, has increased its available liquidity and continues to take all necessary action to protect the business for the longer term.

“The Board takes seriously its responsibility to understand the views and perspectives of shareholders, and as part of this ongoing commitment, we engaged widely ahead of this AGM. We are disappointed but aware of the views of certain investors who represent more than 20% of the issued share capital, who voted against resolution 7 today. We are 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

Silvana Glibota-Vigo, 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.

About FirstGroup

FirstGroup plc (LSE: FGP.L) is a leading provider of transport services in the UK and North America. With £7.8 billion in revenue in 2020 and around 100,000 employees, we transported 2.1 billion passengers. Whether for business, education, health, social or recreation – we get our customers where they want to be, when they want to be there. We create solutions that reduce complexity, making travel smoother and life easier. We provide easy and convenient mobility, improving quality of life by connecting people and communities. Each of our five divisions is a leader in its field: in North America, First Student is the largest provider of home-to-school student transportation with a fleet of 43,000 yellow school buses, First Transit is one of the largest providers of outsourced transit management and contracting services, while Greyhound is the only nationwide operator of scheduled intercity coaches. In the UK, First Bus is one of Britain's largest bus companies with 1.4 million passengers a day in 2020, and First Rail is one of the country's most experienced rail operators, carrying 340 million passengers in the year.  Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on Twitter.


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