REG-FirstGroup PLC: Result of AGM

FirstgroupAnnouncement

15/09/2020 14:50

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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