Holding(s) in Company

TR-1 (i) NOTIFICATION OF MAJOR INTERESTS IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which
voting rights are attached:

FirstGroup plc

2. Reason for the notification                                        State    
                                                                     Yes/No    
                                                                               
An acquisition or disposal of voting rights                            Yes     
                                                                               
An acquisition or disposal of financial instruments which may                  
result in the                                                                  
acquisition of shares already issued to which voting rights are                
attached                                                                       
                                                                               
An acquisition or disposal of instruments with similar economic                
effect to qualifying financial instruments                                     
                                                                               
An event changing the breakdown of voting rights                               
                                                                               
Other (please specify):                                                        


3. Full name of person(s) subject to the              Sandell Asset Management 
notification obligation (iii):                                 Corp.           
                                                                               
                                                         Sandell Investment    
                                                           Services, LLC       
                                                                               
                                                           Thomas Sandell      
                                                                               
4. Full name of shareholder(s) (if different from     Bank of America Merrill  
3.) (iv):                                                      Lynch           
                                                                               
                                                          Bank of New York     
                                                                               
                                                           Credit Suisse       
                                                                               
                                                          JP Morgan Chase      
                                                                               
5. Date of the transaction (and date on which the         11 November 2014     
threshold is crossed                                                           
or reached if different) (v):                                                  
                                                                               
6. Date on which issuer notified:                         12 November 2014     
                                                                               
7. Threshold(s) that is/are crossed or reached:      Holding decreased below 3%
           
                                                                    
8. Notified details:                                                           

A: Voting rights attached to shares

Class/type of      Situation                   Resulting situation             
   shares       previous to the               after the triggering             
 if possible      Triggering                       transaction                 
  using the       transaction                                                  
  ISIN CODE                                                                    
                                                                               
                Number    Number   Number     Number of voting    % of voting  
                  of        of       of            rights            rights    
                Shares    Voting   shares                                      
                          Rights                                               

                                    Direct   Direct   Indirect  Direct Indirect
                                                                               
GB0003452173  37,547,745 37,547,745                  35,902,132         2.98%  


B: Financial Instruments

Resulting situation after the triggering transaction

   Type of       Expiration      Exercise/     Number of voting   % of voting  
  financial         date        Conversion    rights that may be     rights    
  instrument                   Period/ Date    acquired if the                 
                                                instrument is                  
                                                  exercised/                   
                                                  converted                    
                                                                               

C: Financial Instruments with similar economic effect to Qualifying Financial
Instruments

Resulting situation after triggering transaction

 Type of   Exercise Expiration  Exercise/     Number of        % of voting     
financial              date     Conversion      voting            rights       
instrument  price              Period/ Date  rights that                       
                                                may be                         
                                             acquired if                       
                                                 the                           
                                            instrument is                      
                                              exercised/                       
                                              converted                        
                                                                               
                                                            Nominal     Delta  
                                                                               

Total (A+B+C)                                                                  
                                                                               
Number of voting rights               % of voting rights                       
                                                                               
35,902,132                            2.98%                                    


9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are
effectively held, if applicable:

Sandell Asset Management Corp. ("SAMC") and Sandell Investment Services, LLC   
("SIS") act on behalf of one or more investment funds who beneficially own the 
securities reported herein.                                                    
                                                                               
Thomas Sandell is the controlling person of SAMC and SIS.                      


Proxy Voting:

10. Name of the proxy holder:                                                  
                                                                               
11. Number of voting rights proxy holder will cease                            
to hold:                                                                       
                                                                               
12. Date on which proxy holder will cease to hold                              
voting rights:                                                                 

13. Additional information:                                                    
                                                                               
14. Contact name:                      Adam Hoffman                            
                                                                               
15. Contact telephone number:          212-603-5814                            

Annex Notification Of Major Interests In Shares (xvi)


A: Identity of the person or legal entity subject to                           
the notification obligation                                                        
                                                                               
Full name (including legal form for                                            
legal entities)                                                                
                                                                               
Contact address (registered office for                                         
legal entities)                                                                
                                                                               
Phone number                                                                   
                                                                               
Other useful information (at least legal                                       
representative for legal persons)                                              
                                                                               
B: Identity of the notifier, if applicable (xvii)                              
                                                                               
Full name                                                                      
                                                                               
Contact address                                                                
                                                                               
Phone number                                                                   
                                                                               
Other useful information (e.g. functional                                      
relationship                                                                   
with the person or legal entity subject to the                                 
notification                                                                   
obligation)                                                                    

C: Additional information

Notes

i. This form is to be sent to the issuer or underlying issuer and to be filed
with the competent authority.

ii. Either the full name of the legal entity or another method for identifying
the issuer or underlying issuer, provided it is reliable and accurate.

iii. This should be the full name of (a) the shareholder; (b) the person
acquiring, disposing of or exercising voting rights in the cases provided for
in DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in
DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments
entitled to acquire shares already issued to which voting rights are attached,
as appropriate.

In relation to the transactions referred to in points DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be
mentioned:

- in the circumstances foreseen in DTR5.2.1 (b), the person that acquires the
voting rights and is entitled to exercise them under the agreement and the
natural person or legal entity who is transferring temporarily for
consideration the voting rights;

- in the circumstances foreseen in DTR 5.2.1 (c), the person holding the
collateral, provided the person or entity controls the voting rights and
declares its intention of exercising them, and person lodging the collateral
under these conditions;

- in the circumstances foreseen in DTR5.2.1(d), the person who has a life
interest in shares if that person is entitled to exercise the voting rights
attached to the shares and the person who is disposing of the voting rights
when the life interest is created;

- in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking and,
provided it has a notification duty at an individual level under DTR 5.1, under
DTR5.2.1 (a) to (d) or under a combination of any of those situations, the
controlled undertaking;

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares allowing the
deposit taker to exercise the voting rights at his discretion;

- in the circumstances foreseen in DTR5.2.1 (g), the person that controls the
voting rights;

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the voting rights
at his discretion.

iv. Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should
be the full name of the shareholder or holder of financial instruments who is
the counterparty to the natural person or legal entity referred to in DTR5.2.

v. The date of the transaction should normally be, in the case of an on
exchange transaction, the date on which the matching of orders occurs; in the
case of an off exchange transaction, date of the entering into an agreement.

The date on which threshold is crossed should normally be the date on which the
acquisition, disposal or possibility to exercise voting rights takes effect
(see DTR 5.1.1R (3)). For passive crossings, the date when the corporate event
took effect. [DEL::DEL]

These dates will usually be the same unless the transaction is subject to a
condition beyond the control of the parties.

vi. Please refer to the situation disclosed in the previous notification, In
case the situation previous to the triggering transaction was below 3%, please
state `below 3%'.

vii. If the holding has fallen below the minimum threshold , the notifying
party should not be obliged to disclose the extent of the holding, only that
the new holding is less than 3%.

For the case provided for in DTR5.2.1(a), there should be no disclosure of
individual holdings per party to the agreement unless a party individually
crosses or reaches an Article 9 threshold. This applies upon entering into,
introducing changes to or terminating an agreement.

viii. Direct and indirect

ix In case of combined holdings of shares with voting rights attached `direct
holding' and voting rights `indirect holdings', please split the voting rights
number and percentage into the direct and indirect columns-if there is no
combined holdings, please leave the relevant box blank.

x Voting rights attached to shares in respect of which the notifying party is a
direct shareholder (DTR 5.1)

xi. Voting rights held by the notifying party as an indirect shareholder (DTR
5.2.1)

xii If the holding has fallen below the minimum threshold, the notifying party
should not be obliged to disclose the extent of the holding, only that the new
holding is below 3%.

xiii date of maturity / expiration of the finical instrument i.e. the date when
the right to acquire shares ends.

xiv If the financial instrument has such a period-please specify the period-
for example once every three months starting from the [date]

xv. The notification should include the name(s) of the controlled undertakings
through which the voting rights are held. The notification should also include
the amount of voting rights and the percentage held by each controlled
undertaking, insofar as individually the controlled undertaking holds 3% or
more, and insofar as the notification by the parent undertaking is intended to
cover the notification obligations of the controlled undertaking.

xvi. This annex is only to be filed with the competent authority.

xvii. Whenever another person makes the notification on behalf of the
shareholder or the natural person/legal entity referred to in DTR5.2 and
DTR5.3.