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FIRSTGROUP PLC - Result of AGM

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FirstGroup plc

Result of 2021 Annual General Meeting (AGM)

FirstGroup plc (the 'Company') announces that, at the AGM held earlier today, all resolutions were passed by the Company’s shareholders on a poll. The results of the poll are shown in the table below and will also be available on the Company’s website.

FOR

AGAINST

TOTAL

WITHHELD

Number of Votes

% of Vote

Number of Votes

% of Vote

Number of Votes

Number of Votes

1

To receive the Annual Report and Financial
Statements for the year ended 27 March 2021

982,781,107

99.91

915,863

0.09

983,696,970

4,311,841

2

To approve the Directors’ Remuneration Policy

943,536,831

95.84

40,940,117

4.16

984,476,948

3,531,863

3

To approve the Directors’ Annual Report on Remuneration

969,027,041

98.43

15,447,237

1.57

984,474,278

3,534,533

4

To re-elect Warwick Brady as a Director

787,355,285

79.71

200,405,646

20.29

987,760,931

247,880

5

To re-elect Sally Cabrini as a Director

979,744,821

99.52

4,705,680

0.48

984,450,501

3,558,310

6

To elect Anthony Green as a Director

981,096,846

99.66

3,355,647

0.34

984,452,493

3,556,318

7

To elect Jane Lodge as a Director

979,496,340

99.50

4,968,595

0.50

984,464,935

3,543,876

8

To elect Peter Lynas as a Director

984,252,046

99.98

194,890

0.02

984,446,936

3,561,875

9

To re-elect Ryan Mangold as a Director

981,154,885

99.66

3,330,832

0.34

984,485,717

3,523,094

10

To re-elect David Martin as a Director

789,813,517

79.96

197,918,257

20.04

987,731,774

277,037

11

To re-elect Julia Steyn as a Director

809,678,504

81.97

178,078,290

18.03

987,756,794

252,017

12

To appoint PricewaterhouseCoopers LLP as auditors

974,183,854

98.95

10,298,561

1.05

984,482,415

3,526,396

13

To authorise the Directors to determine the remuneration of the auditors

974,618,146

99.00

9,862,261

1.00

984,480,407

3,528,404

14

To authorise the Directors to allot shares

972,006,401

98.73

12,529,847

1.27

984,536,248

3,472,563

15

To authorise the Directors to disapply
pre-emption rights

825,041,932

83.80

159,438,692

16.20

984,480,624

3,528,187

16

To disapply pre-emption rights for acquisitions or other capital investments

818,762,517

83.17

165,700,933

16.83

984,463,450

3,545,361

17

To authorise the Directors to make market
purchases of the Company’s shares

982,990,235

99.88

1,155,828

0.12

984,146,063

3,862,748

18

To authorise the Company to make political donations and incur political expenditure

801,568,729

81.42

182,891,168

18.58

984,459,897

3,548,914

19

To adopt the rules of the FirstGroup Share Incentive Plan 2021

984,175,384

99.97

327,651

0.03

984,503,035

3,505,776

20

To authorise the calling of general meetings
on 14 clear days’ notice

969,504,046

98.47

15,036,152

1.53

984,540,198

3,468,613

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 988,008,811 ordinary shares of 5 pence per share, representing 80.81% 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 1,222,699,853 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. Resolutions 1 to 14, 18 and 19 were proposed as Ordinary Resolutions and resolutions 15 to 17 and 20 as Special Resolutions.

The Board is pleased that shareholders voted in favour of all of the resolutions put to today's meeting. The Board takes seriously its responsibility to engage with its shareholders to understand their different perspectives and, accordingly, is aware of the views of certain investors who voted against some of the resolutions today. The Group is committed to continuing a constructive and open dialogue on this and all other matters with our shareholders.

Contacts at FirstGroup:

Faisal Tabbah, Head of Investor Relations

Stuart Butchers, Group Head of Communications

Seema Kamboj, Deputy Company Secretary

Tel: +44 (0) 20 7725 3354

Contacts at Brunswick PR:

Andrew Porter / Simone Selzer, Tel: +44 (0) 20 7404 5959

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 3.1.

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