FirstGroup PLC — AGM Information 2011

Jul 15, 2011

FIRSTGROUP PLC (the "Company") (Registered Number: SC157176)

At an Annual General Meeting of the Company duly convened and held at 11.00 a.m. on Friday 15 July 2011 at the Aberdeen Exhibition and Conference Centre, Bridge of Don, Aberdeen. AB23 8BL the following resolutions were duly passed in connection with special business:

Ordinary Resolution

To approve the Directors' Remuneration Report for the year ended 31 March $\overline{2}$ 2011.

Special Resolutions

• That if resolution 15 is passed, the Board be given power to allot equity securities 16 (as defined in the Companies Act 2006 (the 'Act')) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
• to the allotment of equity securities and sale of treasury shares for cash in $(A)$ connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 15, by way of a rights issue only):
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

in the case of the authority granted under paragraph (A) of resolution 15 and/or in $(B)$ the case of any sale of treasury shares for cash to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £1,205,167,

such power to apply until the end of the next Annual General Meeting of the Company in 2012 (or, if earlier, on 15 October 2012) (unless previously revoked or varied by the Company in general meeting) but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.

That the Company be authorised for the purposes of section 701 of the $17$ Companies Act 2006 (the 'Act') to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 5 pence each, such power to be limited:

• $(A)$ to a maximum number of 47,800,000 ordinary shares; and
• $(B)$ by the condition that the minimum price which may be paid for an ordinary share is 5 pence and the maximum price which may be paid for an ordinary share is the highest of:
• (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
• (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses;

such power to apply until the end of the next Annual General Meeting of the Company in 2012 (or, if earlier, on 15 October 2012) (unless previously revoked or varied by the Company in general meeting) but, in each case, so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Ordinary Resolutions

• 18 That in accordance with sections 366 to 367 of the Companies Act 2006 (the 'Act') the Company and all companies that are subsidiaries of the Company at any time during the period commencing on the date of this resolution and ending at the conclusion of the next Annual General Meeting of the Company in 2012 or, if earlier, on 31 July 2012 be and is hereby authorised:
• to make political donations to political parties and/or independent election $(A)$ candidates;
• $(B)$ to make political donations to political organisations other than political parties; and
• $(C)$ to incur political expenditure;

up to an aggregate amount of £100,000 and the amount authorised under each of paragraphs (A) to (C) shall also be limited to such amount. Words and expressions defined for the purpose of the Act shall have the same meaning in this resolution.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.

• 19 That:
• the rules of the FirstGroup plc Share Incentive Plan (the 'SIP') the principal $(A)$ features of which are summarised in Appendix 2 to this document, a copy of which is produced in draft at this meeting and for the purposes of identification initialled by the Chairman, be approved subject to such modification as the Directors may consider necessary or desirable to maintain or obtain the approval of HM Revenue & Customs or to take account of the requirements of the Financial Services Authority (or its successor(s)) or the London Stock Exchange or otherwise;
• $(B)$ the Directors be authorised to do all things necessary and expedient to operate the SIP; and
• the Directors be authorised to establish or maintain such further plans for the $(C)$ benefit of employees outside the UK based on the SIP subject to such modifications as may be necessary or desirable to take account of any securities laws, exchange controls and tax legislation provided that any shares made available under the SIP are treated as counting against any limits on individual participation in such further plans and any new shares made available under such further plans are treated as counting against any limits on overall participation in the SIP.

Special Resolutions

20 That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Company Secretary

15 July 2011

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