Board Changes

FirstGroup plc

1 June 2018

FirstGroup Plc Board Changes

FirstGroup plc (the 'Group'), a leading transport operator in the UK and North America, announced yesterday a number of Board changes with Tim O’Toole stepping down as Chief Executive and from the Board, Wolfhart Hauser taking on the interim role of Executive Chairman and Matthew Gregory taking on the interim role of Chief Operating Officer in addition to his full-time role as Chief Financial Officer.

Set out below are the details of Tim’s agreed termination arrangements and the temporary remuneration increases for Wolfhart and Matthew.

Tim O’Toole

The following arrangements comply with FirstGroup’s Directors’ remuneration policy approved by the shareholders at the 2015 AGM.

Payment and benefits

In order to assist with a period of transition, Tim has agreed to be placed on garden leave until his employment with the Company ends on 30 September 2018. He will continue to receive his current salary, benefits and pension until 30 September 2018. A maximum payment of £699,167 in lieu of Tim’s salary, pension, car allowance and medical insurance for the unexpired period of his notice will then be made in eight equal monthly instalments beginning with the Company’s October payroll. The instalments will be subject to mitigation.

The Company will reimburse Tim, up to a maximum of £9,000 per year, for expenses relating to taxation advice for years 2017/18 and 2018/19. He will also receive a capped contribution towards reasonable legal fees incurred in connection with his departure.

Share awards

Tim’s awards under the FirstGroup Long-Term Incentive Plan will lapse on the termination of his employment with the Company. No further Long-Term Incentive Plan awards will be made.

The Remuneration Committee having considered the matter carefully has determined that Tim’s deferred bonuses under the FirstGroup plc Executive Annual Bonus Plan, which were awarded in 2016 and 2017 and reflect past performance, will vest on their normal vesting dates. The vesting of the 2017 award in 2020 will remain conditional upon a determination of the Committee following the conclusion of appropriate investigations into the 2016 Croydon tram incident. If it is determined that any shares should vest, a full explanation will be provided in the Directors’ remuneration report. Tim will not receive a bonus in respect of 2018 and will not be eligible for participation in any 2019 bonus scheme.

Wolfhart Hauser

In recognition of Wolfhart agreeing to act as Executive Chairman pending the arrival of a new Chief Executive, he will receive additional remuneration of £300,000 on a per annum basis during this period.  This brings his total fees on a per annum basis to £595,000 for the interim period. Wolfhart will use the majority of the additional fees he receives each month to purchase shares in the Company. He will not participate in any executive incentive arrangements or receive any executive benefits.

Matthew Gregory

As Matthew will be taking on the additional role of interim Chief Operating Officer, with the operating divisions reporting to him, his salary during this period will be increased from £437,000 to £500,000. His bonus under the Executive Annual Bonus Plan for 2018/19 will be based on his average salary during the year and  the payment of his monthly personal pension allowance will be based on his actual salary for that month.  However, the current intention is that his Long-Term Incentive Plan award for 2018/19 will remain based on his salary of £437,000.

Contacts at FirstGroup:

Michael Hampson, Group General Counsel and Company Secretary

Tel: [phone]

Contacts at Brunswick PR:

Jonathan Glass / Andrew Porter / Alison Kay, Tel: [phone]

FirstGroup plc (LSE: FGP.L) is a leading transport operator in the UK and North America. With £6.4 billion in revenue and around 100,000 employees, we transported 2.1 billion passengers last year. Each of our five divisions is a leader in its field: In North America, First Student is the largest provider of student transportation with a fleet of 42,000 yellow school buses, First Transit is one of the largest providers of outsourced transit management and contracting services, while Greyhound is the only nationwide operator of scheduled intercity coaches. In the UK, First Bus is one of Britain's largest bus operators, transporting 1.6 million passengers a day, and First Rail is one of the country's largest and most experienced rail operators, carrying more than 260 million passengers last year.

Our vision is to provide solutions for an increasingly congested world... keeping people moving and communities prospering.

Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on Twitter.

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DGTR 6 Annex 1R: 2.2 and 3.1