FirstGroup PLC — AGM Information 2021

Sep 24, 2021

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

At the Annual General Meeting (the "AGM") of the Company duly convened and held at 9.30 a.m. on Monday 13 September 2021 at The Brewery, 52 Chiswell Street, London, EC1Y 4SD the following resolutions were duly passed:

Ordinary Resolutions

• 14 That the Board be authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
  • (A) up to an aggregate nominal amount of £20,374,465 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and
  • (B) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) (the '2006 Act') up to an aggregate nominal amount of £40,748,929 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
    • 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, such authorities to apply until the end of the next AGM of the Company in 2022 (or, if earlier, on 12 December 2022) (unless previously revoked or varied by the Company in a general meeting) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

• 18 That in accordance with sections 366 and 367 of the 2006 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 AGM of the Company in 2022 or, if earlier, on 12 December 2022 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 2006 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 2006 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 Share Incentive Plan 2021 (the 'SIP'), in the form produced to this meeting and for the purposes of identification initialled by the Chairman (a summary of which is set out in Appendix 2 to this Notice) be approved and the Board be authorised to do all such acts and things necessary or desirable to establish the SIP including adopt further plans based on the SIP, 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 shall be treated as counting against any limits on individual or overall participation in the SIP.

Special Resolutions

• 15 That if Resolution 14 is passed, the Board be given power to allot equity securities (as defined in the 2006 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 2006 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):
    • 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 law of, any territory or any other matter; and

(B) in the case of 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 £3,056,170,

such power to apply until the end of the next AGM of the Company in 2022 (or, if earlier, on 12 December 2022) (unless previously revoked or varied by the Company in a 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 arrangement as if the power had not ended.

• 16 That if Resolution 14 is passed, the Board be given power in addition to any power given under Resolution 15 to allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to such allotment or sale, such authority to be:
  • (A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,056,170; and
  • (B) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to apply until the end of the next AGM of the Company in 2022 (or, if earlier, on 12 December 2022) (unless previously revoked or varied by the Company in a 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 arrangement as if the power had not ended.

• 17 That the Company be authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares of 5 pence each, such power to be limited:
  • (A) to a maximum aggregate number of 122,246,788 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 AGM of the Company in 2022 (or, if earlier, on 12 December 2022) (unless previously revoked or varied by the Company in a 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.

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

Company Secretary Date

.................................................... ......................................................... 13 September 2021