Go Ahead : Proxy Voting Total Report 2021

The Go-Ahead Group plc

At the Annual General Meeting of The Go-Ahead Group plc (the "Group") held at 11:00am on 21 December 2021 all resolutions proposed at the meeting were duly passed on a poll. The total number of votes received on each resolution were as follows:

Resolutions		For		Against	Votes cast as %	Withheld
						of issued share
						capital
		Votes	% of votes cast	Votes	% of votes cast	Votes
1	To elect Christian Schreyer as a director	26,557,354	99.75	66,450	0.25	61.66%	4,343
2	To elect Gordon Boyd as a director	26,554,884	99.74	69,251	0.26	61.66%	4,012
3	To re-elect Clare Hollingsworth as a director	26,117,268	98.10	505,854	1.90	61.66%	5,025
4	To re-elect Adrian Ewer as a director	6,377,853	53.53	5,536,394	46.47	27.59%	14,713,900
5	To re-elect Harry Holt as a director	26,271,953	98.68	351,667	1.32	61.66%	4,527
6	To re-elect Leanne Wood as a director	26,304,002	98.80	319,618	1.20	61.66%	4,527
7	To authorise the Company to make political donations and incur political	26,399,625	99.81	50,664	0.19	61.26%	177,858
expenditure
8	To authorise the directors to allot shares	26,333,061	98.91	290,040	1.09	61.66%	5,046
9	To authorise the directors to disapply pre-emption rights (special resolution)	26,571,052	99.81	51,118	0.19	61.66%	5,977
10	To give authority to the Company to make market purchases of its own shares	26,396,520	99.22	207,112	0.78	61.61%	24,515
(special resolution)
11	To authorise the calling of general meetings of the Company by notice of 14	25,653,064	96.35	970,937	3.65	61.66%	4,146
clear days (special resolution)

Note :

1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total
2. The Group's issued capital (excluding treasury shares) at the date of the meeting was 43,177,390 ordinary shares of 10p each. Each ordinary share carries the right to one vote and, therefore, at the date of the meeting there were 43,177,390 voting rights in the Group
3. A 'vote witheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution
4. All percentages are shown to two decimal places
   UK Corporate Governance Code statement - Resolution 4
   Resolution 4 concerning the re-election of Adrian Ewer as a director of the Company was passed as an ordinary resolution, with 53% of votes in favour. Adrian Ewer is Senior Independent Director and Chair of the Audit Committee and the Group understands that this voting outcome is attributable to concerns in relation to the issues identified in connection with London & South Eastern Railway Ltd (LSER). In accordance with the UK Corporate Governance Code 2018, the Board will consult with shareholders and will consider their feedback in connection with this matter. As recently announced, the Group has appointed Dominic Lavelle and David Blackwood as Independent Non-Executive Directors, with Dominic Lavelle assuming the role of Audit Committee Chair Designate and David Blackwood assuming the role of Senior Independent Director Designate both with effect from 1 January 2022. These appointments reflect the Board's succession planning, with Adrian Ewer reaching a nine year term in April 2022.