Go Ahead : AGM Update

The Go-Ahead Group plc

The Go-Ahead Group plc (the "Company") held its Annual General Meeting ("AGM") on 21 December 2021. All resolutions set out in the Notice of AGM dated 17 November 2022 were voted on by way of a poll. The results of that poll were announced on 21 December 2021 and are set out below:

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	26,396,520	99.22	207,112	0.78	61.61%	24,515
shares (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)

On 19 January 2022, the Company announced that it had been informed by its registrar, Equiniti, that they had discovered an error in the collection of certain proxy votes submitted in relation to the AGM. As a result of Equiniti's error, approximately 3.2 million proxy votes (the "affected votes") were not included in the vote count for the poll held on 21 December. If the affected votes had been included in the result of the poll conducted at the AGM, the voting outcomes would have been 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	29,814,724	99.78	66,450	0.22	69.21%	4,343
2	To elect Gordon Boyd as a director	29,812,254	99.77	69,251	0.23	69.21%	4,012
3	To re-elect Clare Hollingsworth as a director	29,281,188	97.99	599,304	2.01	69.20%	5,025
4	To re-elect Adrian Ewer as a director	6,741,242	44.47	8,416,159	55.53	35.10%	14,728,116
5	To re-elect Harry Holt as a director	29,435,873	98.51	445,117	1.49	69.21%	4,527
6	To re-elect Leanne Wood as a director	29,467,922	98.62	413,068	1.38	69.21%	4,527
7	To authorise the Company to make political donations and incur political	29,656,995	99.83	50,664	0.17	68.80%	177,858
expenditure
8	To authorise the directors to allot shares	29,590,431	99.03	290,040	0.97	69.20%	5,046
9	To authorise the directors to disapply pre-emption rights (special resolution)	29,828,422	99.83	51,118	0.17	69.20%	5,977
10	To give authority to the Company to make market purchases of its own	29,560,440	98.99	300,562	1.01	69.16%	24,515
shares (special resolution)
11	To authorise the calling of general meetings of the Company by notice of 14	28,891,031	96.69	990,340	3.31	69.21%	4,146
clear days (special resolution)

The voting outcomes set out above do not affect or replace the results of the poll announced on 21 December 2021. Given that Resolution 4 to re-elect Adrian Ewer as a director of the Company would have received fewer than 50% of votes in favour if the affected votes had been counted in the poll, Adrian Ewer stepped down from the Board with effect from 19 January 2022.