YU GROUP PLC — AGM Information 2014

Jul 24, 2014

Flybe Group plc Annual General Meeting – 23 July 2014

Voting Results

Flybe Group plc is pleased to announce that at the Annual General Meeting ('AGM') which was held at 11am today, 23 July 2014, in the offices of Instinctif Partners at 65 Gresham Street, London, EC2V 7NQ, all resolutions were duly passed on a show of hands. Proxy votes received in advance of the meeting were as follows:

	Resolution	In favour **		Against		Withheld
		Votes	%*	Votes	%*	Votes
1.	Ordinary Resolution to receive and approve the Directors' and auditor's reports and the audited financial statements of the Group and the Company for the financial year ended 31 March 2014.	178,768,187	99.99	3,760	0.01	19,269
2.	Ordinary Resolution to receive and approve the Directors' Remuneration Report for the financial year ended 31 March 2014.	148,044,263	86.79	22,533,863	13.21	8,213,090
3.	To approve the Directors' Remuneration Policy Report, as set out on pages 68 to 72 of the Annual Report and Accounts, for the financial year ended 31 March 2014.	130,301,221	74.87	43,738,314	25.13	4,751,681
4.	To elect Sir Timothy Anderson, who has been appointed as a Director of the Company since the last annual general meeting of the Company, as a Director of the Company.	178,414,454	99.80	349,826	0.20	26,936
5.	To re-elect Saad Hammad as a Director of the Company.	178,182,079	99.67	590,701	0.33	18,436
6.	To re-elect Andrew Knuckey as a Director of the Company.	178,553,799	99.88	217,315	0.12	20,102
7.	To re-elect David Longbottom as a Director of the Company.	177,764,649	99.87	223,131	0.13	803,436
8.	To elect Simon Laffin, who has been appointed as a Director of the Company since the last annual general meeting of the Company, as a Director and Chairman of the Company.	178,403,175	99.79	369,473	0.21	18,568
9.	To re-elect Alan Smith as a Director of the Company.	178,413,486	99.80	359,294	0.20	18,436
	10. To re-elect Charlie Scott as a Director of the Company.	178,401,962	99.79	370,818	0.21	18,436

	Resolution	In favour **		Against		Withheld
		Votes	%*	Votes	%*	Votes
	11. On the recommendation of the Company's Audit Committee, to re-appoint Deloitte LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.	162,552,319	92.39	13,384,170	7.61	2,854,727
	12. To authorise the Directors to determine the remuneration of the auditor.	167,917,976	95.44	8,020,797	4.56	2,854,443
	13. That, in accordance with sections 366 and 367 of the 2006 Act, the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect be authorised, in aggregate:	178,719,050	99.96	68,313	0.04	3,853
(a)	to make political donations to political parties and/or independent election candidates not exceeding £15,000 in total;
(b)	to make political donations to political organisations other than political parties not exceeding £15,000 in total; and
(c)	to incur political expenditure not exceeding £15,000 in total,
	(as such terms are defined in sections 363 to 365 of the 2006 Act) during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting (or, if earlier, until the close of business on 23 October 2015.
	14. That, subject to and in accordance with Article 15 of the Articles of Association of the Company, the Board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the 2006 Act (in substitution for any existing authority to allot shares to the extent unused) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £720,000 provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired; and further, the Board be and it is hereby generally and unconditionally authorised to exercise all	178,555,327	99.88	211,949	0.12	23,940

Resolution	In favour **		Against		Withheld
	Votes	%*	Votes	%*	Votes
powers of the Company to allot equity securities (within the meaning of section 560 of the 2006 Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £720,000 provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
15. That the Board be and is hereby authorised to amend the Flybe Long Term Incentive Plan 2013, the principal terms of which are summarised in the explanatory note to this Resolution 15 below and in the appendix hereto, the full terms of which are produced to this AGM, and the purposes of identification only, initialled by the Chairman of the AGM, and to do all such acts and things which it may consider necessary or desirable to establish and carry it into effect.	147,768,319	84.90	26,275,618	15.10	4,747,279
16. That, subject to the passing of Resolution 14 as set out in this Notice of Annual General Meeting, and in accordance with Article 16 of the Articles of Association of the Company, the Board be empowered pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the said Act) for cash pursuant to the general authority conferred by Resolution 14 as set out in the notice of this meeting and be empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash, as if section 561(1) of the said Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares: (a) in connection with or pursuant to an offer by way of rights, open offer or other pre emptive offer to the holders of shares in the	178,747,716	99.99	20,900	0.01	23,600
Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other

Resolution	In favour **		Against		Withheld
	Votes	%*	Votes	%*	Votes
arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory, and
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £108,000
and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 23 October 2015, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	177,710,752	99.41	1,057,428	0.59	23,036
18. That, the Company be generally and unconditionally authorised, pursuant to Article 9 of the Articles of Association of the Company and pursuant to section 701 of the 2006 Act, to make market purchases (as defined in section 693(4) of the 2006 Act) of up to 21,500,000 Ordinary Shares of 1p each ('Ordinary Shares') in the capital of the Company (being approximately 10 per cent. of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:	178,759,443	99.99	12,337	0.01	19,436
(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent. above the average of the middle market quotation for Ordinary Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the London Stock Exchange Trading system or less than 1p per share; and
(b) the authority herein contained shall expire at the conclusion of the next annual general meeting of the Company to be held in 2015 or on 23 October 2015, whichever is earlier,

Resolution	In favour **		Against		Withheld
	Votes	%*	Votes	%*	Votes
provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

• * Percentage of votes cast excludes Withheld Votes.
• ** Any proxy appointments which gave discretion to the Chairman have been included in the "In favour" column.

The issued share capital was 216,654,801 ordinary shares of which none are held as treasury shares. The number of shares on the register and eligible to be voted on at the AGM was 216,654,801.

A copy of resolutions passed as special business will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at http://www.hemscott.com/nsm.do