REG-FirstGroup PLC: Result of AGM

FirstgroupAnnouncement

13/09/2021 14:15

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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