REG-FirstGroup PLC: Result of General Meeting
25/06/2019 16:30
FIRSTGROUP PLC
RESULT OF GENERAL MEETING
Following the General Meeting held earlier today, the results of the poll are
shown in the table below and will also be available on the Company’s website
shortly.
The FirstGroup Board is pleased that shareholders voted decisively against
Coast Capital’s attempt to take control of the Company by defeating all of
the resolutions that were put to today’s meeting, and notes that, on
average, other shareholders voted more than 4 to 1 against Coast Capital’s
resolutions.
The Board also notes that more than 20% of shareholders voted in favour of
several resolutions against the Board’s recommendation. The Board takes
seriously its responsibility to understand shareholders’ opinions and will
continue to engage with our investors over the coming weeks to discuss any
views they may have, as reflected in the votes on those resolutions, as part
of its ongoing programme of engagement.
We welcome the support from, and engagement we have had with, our shareholders
over recent weeks. The Board is confident that the clear path forward for the
business that was announced on 30 May 2019 is the right strategy to deliver
enhanced sustainable value to all shareholders. The Board also believes it has
the right management to execute this strategy effectively and at pace. This
team is committed to unlocking value for shareholders and, under Matthew
Gregory’s leadership, is already delivering the operational progress and
momentum that will be the foundation for FirstGroup’s future direction.
Resolution FOR AGAINST TOTAL WITHHELD
No. of Votes % of Votes No. of Votes % of Votes No. of Votes No. of Votes
a. That Wolfhart Gunnar Hauser be and is with effect from the end 297,518,781 29.33 716,798,141 70.67 1,014,316,922 2,210,603
of the meeting removed as a director of the Company.
b. That Matthew Gregory be and is with effect from the end of the 253,698,435 25.15 755,140,465 74.85 1,008,838,900 7,688,625
meeting removed as a director of the Company.
c. That Imelda Mary Walsh be and is with effect from the end of the 316,638,360 31.39 692,174,521 68.61 1,008,812,881 7,714,644
meeting removed as a director of the Company.
d. That Stephen William Lawrence Gunning be and is with effect from 253,060,305 25.09 755,651,678 74.91 1,008,711,983 7,815,542
the end of the meeting removed as a director of the Company.
e. That James Frank Winestock be and is with effect from the end of 459,649,808 45.57 549,099,102 54.43 1,008,748,910 7,778,615
the meeting removed as a director of the Company.
f. That Martha Cecilia Poulter be and is with effect from the end 253,057,834 25.09 755,648,248 74.91 1,008,706,082 7,821,443
of the meeting removed as a director of the Company.
g. That any person appointed as a director of the Company since the 154,783,870 15.35 853,886,788 84.65 1,008,670,658 7,856,867
date of the requisition (excluding for the avoidance of doubt,
Ryan Mangold) of the general meeting of the Company at which
this resolution is proposed, and who is not one of the persons
referred to in the resolutions numbered (a) to (f) (inclusive)
above, be and is with effect from the end of the meeting removed
as a director of the Company.
h. That Steven John Norris be and is hereby appointed as an 368,820,591 36.36 645,417,831 63.64 1,014,238,422 2,289,103
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
i. That Bob Vincent Stefanowski be and is hereby appointed as an 364,142,233 35.90 650,107,292 64.10 1,014,249,525 2,278,000
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
j. That David Robert Martin be and is hereby appointed as an This resolution was not put to the General Meeting as the Company did not receive confirmation from Mr David Martin of his willingness to be appointed as a director of the Company. Accordingly, Mr Martin was not eligible to be appointed as a director of the Company at the General Meeting
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
k. That Jim Edward Compton be and is hereby appointed as an 215,317,265 21.23 798,956,792 78.77 1,014,274,057 2,253,468
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
l. That Elizabeth Jill Filkin be and is hereby appointed as an 154,613,429 15.24 859,673,459 84.76 1,014,286,888 2,240,637
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
m. That Patricia Carol Barron be and is hereby appointed as an 162,532,604 16.02 851,742,620 83.98 1,014,275,224 2,252,301
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
n. That Uwe Rolf Doerken be and is hereby appointed as an 364,800,967 35.97 649,435,293 64.03 1,014,236,260 2,291,265
additional director of the Company (and the maximum number of
directors of the Company be increased to the extent necessary
for such purpose).
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 1,016,527,525 ordinary shares of 5 pence per share,
representing 83.69% 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 1,214,819,144
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. Each of the
resolutions were proposed as ordinary resolutions.
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 / Alison Lea, Tel: +44 (0) 20 7404 5959
Classification as per DTR 6 Annex 1R: 3.1. Legal Entity Identifier (LEI):
549300DEJZCPWA4HKM93.
About FirstGroup
FirstGroup plc (LSE: FGP.L) is a leading provider of transport services in the
UK and North America. With £7.1 billion in revenue and around 100,000
employees, we transported 2.2 billion passengers last year. 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 42,500 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 1.6 million
passengers a day, and First Rail is one of the country's largest and most
experienced rail operators, carrying 345 million passengers last year.
Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on
Twitter.
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