Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY

Grant of award under the FirstGroup plc Executive Annual Bonus Plan

FirstGroup plc (the Company) announces that, as set out further below, Matthew Gregory was granted an award for no consideration, on 24 March 2016 over 359,098 ordinary shares of £0.05 each in the capital of the Company (Shares) under the FirstGroup Executive Annual Bonus Plan (Award). This notification is being made in accordance with DTR 3.1.4.

Purpose of Award

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.

On 17 December 2015 the Company announced that certain awards were made to Mr Gregory, replacing awards under the Essentra Deferred Annual Share Bonus Plan for 2013 and 2014 and under the Essentra Long Term Incentive Plan for 2014 and 2015, plus other losses forfeited as a result of his resignation from Essentra plc.

The Award now made is in respect of compensation for the value of Mr Gregory's 2013 award forfeited under the Essentra Long Term Incentive Plan which was due to vest in March 2016. As agreed with Mr Gregory, and as announced to the market on 17 December 2015, this Award was only due to be made once performance under the Essentra Long Term Incentive Plan was known.

Having calculated the value of Mr Gregory's forfeited 2013 Essentra Long Term Incentive Plan award (as verified by the Remuneration Committee) as £337,696, the Award was made in respect of 359,098 Shares. The number of shares was calculated using the average of the mid-market closing price of a Share over the twenty business day immediately prior to the grant of the Award.

The Award is structured as a nil-cost option, is not subject to further performance conditions and vested immediately with effect from grant. However, if Mr Gregory were to tender his resignation within 12 months of the grant of the Award, to the extent it remains unexercised, the Award will lapse. To the extent the Award has been exercised, the Committee may clawback the number of Shares over which it was exercised or the amount of any proceeds of sale.

In addition, Shares, net of tax, received by Mr Gregory following the exercise of the Award 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.

The rules of the FirstGroup plc Executive Annual Bonus Plan applies to the Award in all other respects.

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]