Shares held by the founding family

Stagecoach Group plc

Shares held by the founding family

Stagecoach Group plc (“the Company”) was notified today that connected parties of Sir Brian Souter, Non-Executive Director, and his sister, Dame Ann Gloag have disposed of 11,568,454 ordinary shares in the Company to institutional shareholders (the “Disposal”).

The shares disposed of represent 2.1% of the Company’s issued share capital (excluding shares held by the Company in treasury) and the Disposal reduced the overall interest of Sir Brian Souter, Dame Ann Gloag and parties connected with them (together the “Family Shareholders”) in the share capital from approximately 27.1% to approximately 25.0% (in each case, excluding shares held by the Company in treasury).

Family Shareholders’ long-term plan

The business of the Company was founded by Sir Brian Souter and Dame Ann Gloag over 40 years ago and the Company has benefited significantly from their energy, long-term support, entrepreneurism and extensive knowledge of the transport sector.

Sir Brian Souter and Dame Ann Gloag are now aged 66 and 78 respectively and their families’ financial plans are evolving. Sir Brian Souter has indicated to the Company that he remains happy to continue as a Non-Executive Director. No other members of the family are involved in the management of the Company. Taking account of those factors, the Family Shareholders now have a ten-year plan to reduce their shareholdings in the Company from the approximately 27% holding immediately prior to the Disposal, to approximately 5% (in each case, excluding any shares held by the Company in treasury).

The Family Shareholders expect to remain long-term shareholders in the Company. Their ten-year plan to reduce their shareholding in the Company reflects financial planning decisions to manage the balance and diversification of their investment portfolios.

As part of the Disposal, for which RBC Europe Limited (“RBC”) acted as Sole Bookrunner, the Family Shareholders have agreed to a customary 90-day lock up (subject to waiver by RBC and customary exemptions) on their remaining shareholding.

Commenting on the plan, Sir Brian Souter, Non-Executive Director, said:

“My sister, Dame Ann Gloag, and I are reducing our families’ shareholdings in Stagecoach as part of a ten-year plan to rebalance our families’ investment portfolios. We remain significant long-term shareholders in Stagecoach and remain supportive of the Company’s strategy and management team.

“I am happy to continue as a Non-Executive Director of Stagecoach. I look forward to supporting the Company as we recover from the impact of COVID-19 and play our part in helping government meet its objectives to grow bus patronage and tackle climate change in the years ahead.”

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Stagecoach Group plc