Director/PDMR Shareholding

FirstGroup plc

6 July 2018

Director/PDMR Shareholding

Grant of awards under the Long-Term Incentive Plan (“LTIP”)

FirstGroup plc (the “Company”) announces that Matthew Gregory, Chief Financial Officer and Interim Chief Operating Officer, was granted an award, for no consideration, on 5 July 2018 over 909,550 ordinary shares of £0.05 each in the capital of the Company under the LTIP.

LTIP awards will normally vest following the end of the three-year performance period commencing on 1 April 2018, subject to the satisfaction of performance conditions relating to earnings per share (“EPS”) growth, relative total shareholder return (“TSR”) and road return on capital employed (“ROCE”), and provided participants remain in their roles within FirstGroup. The targets for these performance conditions are set out below:

Vesting (% of max)	EPS growth (40% weighting)	Relative TSR (40% weighting)	Road ROCE (20% weighting)
0%	<4% CAGR	<Median	<30 bps improvement
Threshold: 20%	4% CAGR	Median	30 bps improvement
Maximum: 100%	11% CAGR	Upper Quartile	+ 150 bps improvement

Relative TSR will be measured relative to the following comparator group of companies:

Aggreko	Hays
Babcock International Group	Interserve
Balfour Beatty	IWG
Bunzl	Kier Group
Capita	Mitie Group
Carnival	National Express
DCC	Rentokil Initial
easyJet	Serco Group
Electrocomponents	SIG
Ferguson	Smith (DS)
G4S	Stagecoach Group
Galliford Try	Thomas Cook Group
Go-Ahead Group	Travis Perkins
Grafton Group	Wizz Air Holdings
	Wood Group (John)

The Remuneration Committee retains the discretion to alter the LTIP vesting outcome in light of the underlying performance of the Company during the performance period.

The award granted to Matthew Gregory is structured as a nil-cost option and may be exercised for up to 12 months following vesting. The award is subject to clawback and malus, and a two-year post vesting holding period, as per the rules of the LTIP.

The information below is provided in accordance with the requirements of the Disclosure Guidance and Transparency Rule (DGTR) 6.2.2AR:

Legal Entity Identifier:  549300DEJZCPWA4HKM93

Classification as per DGTR 6 Annex 1R: 2.2

In addition, the notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Enquiries:

Silvana Glibota-Vigo, Deputy Company Secretary

Mike Katz, Head of Policy & Public Affairs

Tel: [phone]

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated
a)	Name	Matthew Gregory
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	FirstGroup plc
b)	LEI	549300DEJZCPWA4HKM93
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5p each -     -     GB0003452173
b)	Nature of the transaction	Grant of a nil-cost option to acquire shares under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil         909,550
d)	Aggregated information	£0.00
e)	Date of the transaction	5 July 2018
f)	Place of the transaction	London Stock Exchange (XLON)