Statement under s.430(2B) Companies Act 2006

The Go-Ahead Group plc

("the Company")

Further to the statements issued on 9 July 2015 and 2 November 2015, Keith Down ("Mr Down") stepped down as Group Finance Director of the Company with effect from 13 November 2015. He remained an employee of the Company until 6 December 2015 (the "Termination Date"). The following information is provided in accordance with section 430(2B) of the Companies Act 2006:

1. Mr Down has not and will not receive any loss of office payments; and,

2. The remuneration payable to Mr Down is in accordance with the Company's policy, as approved by shareholders at the 2015 Annual General Meeting. Particulars of his remuneration payments are as follows:

a) Salary and benefits: Mr Down will be paid his base salary, pension contribution and benefit contributions (private medical insurance and life insurance) up to the Termination Date, including pay for any accrued but untaken holiday.

b) Incentives: Mr Downs' outstanding share incentives have been treated in accordance with the rules of the applicable plans and will remain subject to the terms contained therein.

Long Term Incentive Plan ("LTIP"): In accordance with, and to the extent that performance conditions were met, the shares granted under the 2012 award vested on 5 November 2015, and were exercised and sold in full. The cash equivalent value of the gross cumulative dividends was also payable. The unvested shares granted under the 2013 and 2014 LTIP awards lapsed upon the Termination Date, with no dividend equivalents payable.

Annual performance related bonus (cash and shares): In accordance with, and to the extent that performance conditions were met, the cash bonus for the year ended 27 June 2015 was paid to Mr Down on 20 November 2015. Mr Down will not receive the deferred share element of this award on account of his cessation of employment and the fact that these shares automatically lapsed on the Termination Date. Mr Down forfeited any entitlement to a bonus for the year ending 2 July 2016.

Performance-related Deferred Shares: The performance-related deferred shares granted in 2012 vested on 13 November 2015, having been held for a period of three years. The cash equivalent value of the gross cumulative dividends was also payable. The unvested deferred shares granted in 2013 and 2014 lapsed on the Termination Date, with no dividend equivalents payable.

Save As You Earn (Sharesave Scheme): Mr Down was participating in the 2013 Sharesave Scheme. His option to purchase shares at a discounted price lapsed on the Termination Date. Mr Down will receive a refund of the monthly savings accrued up to the Termination Date.

Share Incentive Plan: Following the Termination Date, Mr Down will have the option to sell his shares held under the award, subject to the applicable Tax and NI contributions deductions.

The Company's Annual Report and Accounts for the financial year ended 27 June 2015 contains further details of the Company's treatment of Mr Down's remuneration following his announced departure. The Company's Annual Report and Accounts for the year ending 2 July 2016 will include full details of the remuneration earned by Mr Down as an executive director during the relevant period.

For further information please contact:

Carolyn Ferguson, Company Secretary - 0191 232 3123