Director/PDMR Shareholding

FirstGroup plc

15 November 2018

Director/PDMR Shareholding

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

Further to the announcement dated 13 November 2018 regarding his appointment as Chief Executive of FirstGroup plc (the “Company”), Matthew Gregory’s LTIP award opportunity is now 200% in accordance with the Company’s approved Remuneration Policy.

Therefore, the Company confirms that Matthew was yesterday granted an award, for nil consideration, over 232,998 ordinary shares of £0.05 each under the LTIP. This award is in addition to the grant made to Matthew over 909,550 shares on 5 July 2018, at the time of the Company’s annual LTIP awards (which represented 175% of Matthew’s salary as Chief Financial Officer).

The additional award has been made in recognition of Matthew’s appointment as Chief Executive and has been calculated to reflect the period during the year which Matthew, as Chief Executive, is eligible for a 200% LTIP award, taking into account his salary upon promotion.

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

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:

Stuart Butchers, Group Head of Media

Silvana Glibota-Vigo, Deputy Company Secretary

Faisal Tabbah, Head of Investor Relations

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	Chief Executive
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 232,998
d)	Aggregated information	£0.00
e)	Date of the transaction	14 November 2018
f)	Place of the transaction	London Stock Exchange (XLON)

FirstGroup plc

15 November 2018

Director/PDMR Shareholding

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

Further to the announcement dated 13 November 2018 regarding his appointment as Chief Executive of FirstGroup plc (the “Company”), Matthew Gregory’s LTIP award opportunity is now 200% in accordance with the Company’s approved Remuneration Policy.

Therefore, the Company confirms that Matthew was yesterday granted an award, for nil consideration, over 232,998 ordinary shares of £0.05 each under the LTIP. This award is in addition to the grant made to Matthew over 909,550 shares on 5 July 2018, at the time of the Company’s annual LTIP awards (which represented 175% of Matthew’s salary as Chief Financial Officer).

The additional award has been made in recognition of Matthew’s appointment as Chief Executive and has been calculated to reflect the period during the year which Matthew, as Chief Executive, is eligible for a 200% LTIP award, taking into account his salary upon promotion.

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

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:

Stuart Butchers, Group Head of Media

Silvana Glibota-Vigo, Deputy Company Secretary

Faisal Tabbah, Head of Investor Relations

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	Chief Executive
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 232,998
d)	Aggregated information	£0.00
e)	Date of the transaction	14 November 2018
f)	Place of the transaction	London Stock Exchange (XLON)