Director/PDMR Shareholding

FIRSTGROUP PLC

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY

Grant of awards under the FirstGroup plc Long Term Incentive Plan

FirstGroup plc (the Company) announces that the following Directors and other persons discharging managerial responsibilities (PDMRs) were granted an award, for no consideration, on 17 December 2015 over ordinary shares of £0.05 each in the capital of the Company (Shares) under the FirstGroup Long Term Incentive Plan 2008 (Award). This notification is being made in accordance with DTR 3.1.4 as follows:

Name	Position	Number of Shares subject to Award
Tim O'Toole	Director/PDMR	972,728
Constance Baroudel	PDMR	45,053
Rachael Borthwick	PDMR	52,722
Nick Chevis	PDMR	61,454
Giles Fearnley	PDMR	92,002
Dave Leach	PDMR	92,509
Dave Lynch	PDMR	47,929
Jayne Maclennan	PDMR	29,252
Dennis Maple	PDMR	97,066
Steve Montgomery	PDMR	158,167
Louise Ruppel	PDMR	43,878
Brad Thomas	PDMR	84,848
Robert Welch	PDMR	36,568

No consideration was paid for the grant of the Awards. The Awards will normally vest following the end of the three year performance period commencing on 1 April 2015, subject to the satisfaction of performance conditions relating to the growth in the Company's return on capital employed (ROCE) and relative total shareholder return (TSR) compared to a group of comparator companies, and provided the Director/PDMR remains a director or is employed within FirstGroup. The Committee has discretion to vary the proportion of Awards vesting if it considers the outcome would otherwise not be a fair and complete reflection of the underlying performance of the Group over the performance period.

Awards granted to US participants are structured as conditional awards under which, following vesting, the Shares are transferred to the participants for nil payment. Awards granted to UK participants are structured as nil-cost options, which may be exercised for up to 12 months following vesting.

Replacement awards for Matthew Gregory

As set out in the announcement made by the Company on 28 August 2015 in relation to Matthew Gregory's appointment as a Director and Chief Financial Officer with effect from 1 December 2015, Mr Gregory held a number of share incentive awards under certain plans operated by Essentra plc. As part of the recruitment remuneration arrangements agreed with Mr Gregory, certain replacement awards under the Company's share plans are to be granted to him.

In order to enhance alignment with the interests of FirstGroup’s shareholders, the Remuneration Committee decided to use FirstGroup shares, rather than cash, as the medium for the majority of the compensation.  In addition, the Remuneration Committee agreed that replacement awards would not exceed what was considered by the Remuneration Committee to be a fair estimate of the remuneration forfeited by Mr Gregory on leaving Essentra plc and would take into account the nature and time horizons attaching to that remuneration including the impact of any performance conditions.  Mr Gregory’s award under the FirstGroup Long Term Incentive Plan 2008 replaces his Essentra Long Term Incentive Plan awards for both 2014 and 2015 plus other losses forfeited as a result of his resignation from Essentra plc.  The replacement award granted will have a longer performance period and is also subject to an additional two-year holding period than those awards being replaced.  This approach brings the replacement award more immediately into line with FirstGroup’s normal operation of its long term incentive arrangements, creating further alignment with the interests of FirstGroup’s shareholders.

The remaining awards under the FirstGroup Executive Annual Bonus Plan replace the awards made to Mr Gregory under the Essentra Deferred Annual Share Bonus Plan, which were forfeited as a result of his resignation from Essentra plc.

The following nil cost options over Shares were granted to Mr Gregory, for no consideration, on 17 December 2015:

Plan under which nil cost options granted	Awards being replaced	Number of shares over which nil cost options granted	Vesting date
FirstGroup Executive Annual Bonus Plan	Essentra Deferred Annual Share Bonus 2013 award	134,295	1 April 2016
FirstGroup Executive Annual Bonus Plan	Essentra Deferred Annual Share Bonus 2014 award	89,530	1 April 2017
FirstGroup Long Term Incentive Plan 2008	Essentra Long Term Incentive Plan 2015 award plus other losses as a result of resignation	1,222,200	The date on which the Remuneration Committee determines the extent to which the applicable performance conditions are satisfied following the three year performance period ending on 31 March 2018.  Shares (net of tax) arising from the award will be subject to a further two year holding period.

The rules of the FirstGroup Executive Annual Bonus Plan and the FirstGroup Long Term Incentive Plan 2008 (as applicable) apply to the nil cost options set out above.  The awards granted to Matthew Gregory under the FirstGroup Long Term Incentive Plan 2008 were made on the same terms and conditions, including as to performance conditions and performance period, as those granted to other PDMRs as set out above.

Income tax and employee’s national insurance contributions are payable by Matthew Gregory upon exercise of the nil cost options. Shares, net of tax, received by Matthew Gregory under the above nil cost options must be retained by him until the requirements of the Company’s shareholding guidelines as set out in the Directors’ Remuneration Report from time to time are met.

In addition, Matthew Gregory will receive a bonus for the year ending 31 March 2016 under the FirstGroup Executive Annual Bonus Plan in lieu of the amount foregone under the Essentra annual bonus plan (which is based on performance during 2015) as well as a pro rata bonus under the FirstGroup Executive Annual Bonus Plan to reflect his period of service with FirstGroup commencing on 1 December 2015.  Any such bonus will be paid on or around June 2016 as 50 per cent. in cash and 50 per cent. in FirstGroup shares deferred for three years.

Compensation for Matthew Gregory's 2015 Essentra annual bonus and for the 2013 Essentra Long Term Incentive Plan award due to vest in March 2016 will be calculated once performance under those plans is known.

Details and rationale for the entire buyout arrangements will be disclosed in the Company’s 2016 Directors' Remuneration Report.

Name of contact and telephone number for queries: Robert Welch [phone].

Further information, FirstGroup plc:

Faisal Tabbah, Head of Investor Relations

Tel: [phone]

Stuart Butchers, Group Head of Media

Tel: [phone]