Director/PDMR Shareholding

FirstGroup plc

25 September 2020

Director/PDMR Shareholding

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

FirstGroup plc (the “Company”) announces that on 24 September 2020, in accordance with the rules of the LTIP, the Company granted nil-cost options over Ordinary Shares of £0.05 each in the capital of the Company to the following Executive Directors:

Director  Number of shares under option

Mr Matthew Gregory (Chief Executive)      3,164,556

Mr Ryan Mangold (Chief Financial Officer)  1,962,274

LTIP awards will normally vest following the end of the three-year performance period commencing on 1 April 2020, provided that participants remain in their roles within FirstGroup and subject to the satisfaction of performance conditions comprising:

• 80%: total shareholder return relative to that of a comparator group consisting of substantially the same comparator companies as in prior years (details of which are available in the Company’s annual report and accounts for financial year ended 31 March 2020); and

• 20%: total shareholder return relative to the FTSE 250 index.

The Remuneration Committee (the “Committee”) is mindful of the continued uncertainties presented by coronavirus and the evolving effect on FirstGroup’s businesses, the transport sector and the wider market as a whole. As is normal practice, the Committee will ensure that any vesting is appropriate in the context of underlying financial performance and the experience of the Group’s wider stakeholders.  The Committee retains the ability to apply discretion when determining remuneration outcomes to ensure that the value at vesting is fully reflective of the performance delivered and the Executive Directors do not receive unjustified windfall gains. 

The awards granted to the Executive Directors are structured as nil-cost options and may be exercised for up to 12 months following vesting. The awards are 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 Rules (“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 Communications
Seema Kamboj, 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 / person closely associated
a)	Name	Matthew Gregory
2	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification /Amendment	Initial
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 nil-cost option to acquire shares under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil    3,164,556
d)	Aggregated information - Price	£0.00
e)	Date of the transaction	24 September 2020
f)	Place of the transaction	London Stock Exchange (XLON)
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

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ryan Mangold
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial
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 nil-cost option to acquire shares under the LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil    1,962,274
d)	Aggregated information - Price	£0.00
e)	Date of the transaction	24 September2020
f)	Place of the transaction	London Stock Exchange (XLON)
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