FirstGroup PLC — AGM Information 2016

Jul 20, 2016

FIRSTGROUP PLC Registered in Scotland No. SC157176 (the "Company")

At an Annual General Meeting of the Company duly convened and held at 1.30 p.m. on Tuesday 19 July 2016 at Norwood Hall Hotel, Garthdee Road, Aberdeen, AB15 9FX which was adjourned and reconvened at the Aberdeen Exhibition and Conference Centre, Bridge of Don, Aberdeen, AB23 8BL at 2.45 p.m. on Tuesday 19 July 2016 the following resolutions were duly passed:

Ordinary Resolution

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To approve the Directors' Annual Report on Remuneration for the year ended 31 March 2016 set out on pages 70 to 90 (inclusive) in the Annual Report and Financial Statements for the year ended 31 March 2016.

Special Resolutions

• 15 That if Resolution 14 is passed, the Board be given power to allot equity securities (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 such allotment or sale, such power to be limited:
• $(A)$ to the allotment of equity securities and sale of treasury shares for cash in 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 14, by way of a rights issue only):
  • to ordinary shareholders in proportion (as nearly as may be $(i)$ 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

$(B)$ in the case of the authority granted under paragraph (A) of Resolution 14 and/or in 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 £6,024,655,

such power to apply until the end of the next Annual General Meeting of the Company in 2017 (or, if earlier, on 19 October 2017) (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.

• 16 That the Company be authorised for the purposes of section 701 of the 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 aggregate number of 120,400,000 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 as derived from the London Stock Exchange Daily Official List 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 purchase 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 2017 (or, if earlier, on 19 October 2017) (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 Resolution

• $17$ That in accordance with sections 366 and 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 2017 or, if earlier, on 19 October 2017 be and are hereby authorised:
• $(A)$ to make political donations to political parties and/or independent election 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. 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.

• 18 That the rules of the FirstGroup plc 2016 Sharesave Plan (the 'Plan') (a copy of which is produced to the meeting and initialled by the Chairman and the principal features of which are summarised in Appendix 2 to this notice), be approved and established and the Directors of the Company be authorised to:
• $(A)$ do all acts and things which they may consider necessary or desirable to bring the Plan into effect and to adopt the Plan with such modifications as they may consider necessary or desirable to bring it into effect;
• $(B)$ enable the Company to self-certify the Plan as a scheme meeting the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 and/or to take account of the requirements of the UK Listing Authority and best practice; and
• $(C)$ adopt further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Plan.

Special Resolution

That a general meeting other than an Annual General Meeting may be called on 19 not less than 14 clear days' notice.

Company Secretary

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