Annual Report & Accounts / Annual General Meeting

The Go-Ahead Group plc

(the "Group")

Annual Report and Accounts / Annual General Meeting

In compliance with Listing Rule 9.6.1, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do:

1. Annual Report and Accounts for the year ended 1 July 2017

2. Notice of Annual General Meeting 2017

3. Notification of Annual General Meeting and Annual Report and Accounts 2017

4. Form of Proxy

Hard copies have today been mailed to those shareholders who have elected to continue to receive paper communications. The Annual Report and Accounts for the year ended 1 July 2017 and the Notice of Annual General Meeting 2017 are also available on the company's website: www.go-ahead.com.

The Group's 2017 Annual General Meeting will be held at the Hilton Newcastle Gateshead, Bottle Bank, Gateshead, NE8 2AR on Thursday 2 November 2017 at 11:00 hours.

The Group's preliminary announcement was released on 7 September 2017 (RNS Number: 0496Q) and contained a condensed set of the Group's financial statements and information on important events that have occurred during the year and their impact on the financial statements. The announcement also contained the Group's principal risk and uncertainties. That information together with the information set out below, which is extracted from the Group's Annual Report and Accounts 2017, constitute the requirements of DTR 6.3.5 which is to be communicated via an RIS in unedited full text. This announcement is not a substitute for reading the Group's full Annual Report and Accounts 2017. To view the preliminary announcement made on 7 September 2017, visit the Group's website: www.go-ahead.com.

Directors' statement of responsibility

The following statement is extracted from page 99 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5. This statement relates solely to the Group's Annual Report and Accounts 2017 and is not connected to the extracted information set out in this announcement or the Group's Preliminary Announcement released on 7 September 2017:

Directors' statement of responsibilities

The directors are responsible for preparing the Annual Report and Accounts in accordance with applicable United Kingdom law and regulations. Company law requires the directors to prepare Group financial statements for each financial year. Under that law, the directors are required to prepare Group financial statements under International Financial Reporting Standards (IFRS) as adopted by the European Union. Detailed below are statements made by the directors in relation to their responsibilities and disclosure of information to the Group's auditor.

Financial statements and accounting records

Under company law, the directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing the Group financial statements, the directors are required to:

· Present fairly the financial position, financial performance and cashflows of the Group

· Select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently

· Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

· Make judgements and estimates that are reasonable and prudent

· Provide additional disclosures when compliance with the specific requirements in IFRS as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance

· State whether the Group financial statements have been prepared in accordance with IFRS as adopted by the European Union

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group, and enable them to ensure that the Group financial statements comply with the Act and Article 4 of the IAS Regulation. They are also responsible for the system of internal control, for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for preparing the strategic report, directors' report, including the directors' remuneration report and the corporate governance report, in accordance with the Act and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's corporate website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' statement of responsibility under the Disclosure and Transparency Rules 

The directors confirm to the best of their knowledge:

· The financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole

· The strategic report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole together with a description of the principal risks and uncertainties that they face

Directors' statement under the UK Corporate Governance Code

The directors further confirm, to the best of their knowledge, that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Related party disclosures and Group undertakings

The following statement is extracted from pages 156 to 159 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5:

Our subsidiaries listed below each contributes to the profits, assets and cashflow of the Group. The Group has a number of related parties including joint ventures, pension schemes and directors. For accounting policies see 'Interests in joint arrangements' in note 2.

The consolidated financial statements include the financial statements of The Go-Ahead Group plc and the following Group undertakings:

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

2. Held by The Go-Ahead Group plc. All other companies are held through subsidiary undertakings.

3. On Track Retail Limited is a joint venture with Assertis Limited.

The above trading subsidiaries have one class of ordinary shares which carry no right to fixed income, with the exception of On Track Retail Limited, which also has redeemable preference shares.

The registered office of all trading subsidiaries incorporated in the United Kingdom is: 3rd Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Verkehrsgesellschaft Deutschland GmbH is: Jean-Monnaie-Straße 2, D-10557, Berlin, Germany.

The registered office of Go-Ahead Baden Württemberg GmbH is: Büchsenstraße 20, D-73457, Stuttgart, Germany.

The registered office of Go-Ahead Facility GmbH is: Bahnhof 2, D-73457, Essingen, Germany.

The registered office of subsidiaries incorporated in Singapore is: 2 Loyang Way, Singapore 508776.

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

The registered office of all dormant subsidiaries incorporated in the United Kingdom is: 3rd Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Sverige AB incorporated in Sweden is: Mäster Samuelsgatan 20, SE 101 39, Stockholm, Sweden.

The registered office of Go-Ahead Norge AS incorporated in Norway is: Filipstad Brygge 1, NO 0125, Oslo, Norway.

The registered office of all jointly controlled dormant entities is: Kepier House, Belmont Business Park, Durham, DH1 1TH.

All dormant companies listed above are incorporated in the United Kingdom have taken advantage of the UK Companies Act 2006, S480 exemption from audit.

Transactions with other related parties

The Group meets certain costs of administering the Group's retirement benefit plans, including the provision of meeting space and office support functions to the trustees. Costs borne on behalf of the retirement benefit plans amounted to £0.2m (2016: £0.2m).

Joint ventures

The Group's joint venture, On Track Retail Limited 'OTR', has its principal place of business in the United Kingdom. The principal activity of OTR is the development and provision of web ticketing applications for the rail industry. The activities of the joint venture are strategically important to the business activities of the Group. The Group owns 50% of the ordinary share capital of OTR.

Compensation of key management personnel of the Group

The key management are considered to be the directors of the parent company.

1. The long term employee benefits relate to LTIP and DSBP.

Material partly owned subsidiaries

Financial information of subsidiaries that have material non-controlling interests is provided below:

Proportion of equity interest held by non-controlling interests:

1. Subsidiary of Govia Limited.

The summarised financial information of these subsidiaries is provided below. The information is based on amounts before inter-company eliminations:

Summarised income statement of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

Summarised balance sheet of Govia Limited and its subsidiary companies as at 1 July 2017 and 2 July 2016:

These balance sheet amounts are shown before intercompany eliminations.

Summarised cashflow information of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

For further information please contact:

Carolyn Ferguson

Group Company Secretary

0191 232 3123