Publication of Circular and Notice of GM

FirstGroup plc
Publication of Circular and Notice of General Meeting

Further to the announcement made on 23 April 2021, FirstGroup plc ('FirstGroup') will today be publishing a circular (the 'Circular') in relation to the proposed sale of First Student and First Transit to EQT Infrastructure (the 'Transaction'), having received approval from the Financial Conduct Authority. The Circular will be sent to FirstGroup's shareholders (other than those who have elected for notification by electronic communication) shortly.

The sale of First Student and First Transit to EQT Infrastructure is conditional on, among other things, the approval of FirstGroup's shareholders. Accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at The Point, 37 North Wharf Road, London W2 1AF at 1.00 p.m. on 27 May 2021 (the 'General Meeting') at which an ordinary resolution (the 'Resolution') will be proposed for FirstGroup's shareholders to approve the sale (the 'Notice of General Meeting').

Given the continued social distancing measures and health and safety guidance imposed by the UK Government as a result of the COVID-19 pandemic, the General Meeting will be convened with a minimum quorum of shareholders (which will be facilitated by FirstGroup’s management) in order to conduct the business of the General Meeting and shareholders may not be admitted to the General Meeting. Shareholders will be able to follow the General Meeting via a live audiocast, which will be broadcast from the Company's offices in London.

We strongly urge shareholders to vote by proxy on the Resolution as early as possible, and the FirstGroup Board recommends that shareholders appoint the chairman of the General Meeting as their proxy. Further information as to how to vote by proxy and access the live audiocast can be found in the Notice of General Meeting.

The Board considers the Transaction (and the Resolution necessary to implement the Transaction) to be in the best interests of FirstGroup and its shareholders as a whole and unanimously recommends that shareholders vote in favour of the Resolution.

The Board expects that, subject to the satisfaction and/or waiver (where applicable) of the conditions precedent to the Transaction, completion of the sale will occur in the second half of the 2021 calendar year. It is envisaged that, shortly following completion, full details of the proposed return of value to FirstGroup shareholders described in the Circular will be made available and, if necessary, a general meeting of the Company will be convened to seek shareholder approval to effect the proposed return of value.

The Circular, including the Notice of General Meeting, will be submitted to the Financial Conduct Authority's National Storage Mechanism (the 'NSM') and will be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular, including the Notice of General Meeting, will also be available for viewing on FirstGroup's website at https://www.firstgroupplc.com/investors.

Contacts at FirstGroup:

Faisal Tabbah, Head of Investor Relations

Stuart Butchers, Group Head of Communications

[e-mail]

[phone]

Contacts at Brunswick PR:

Andrew Porter / Simone Selzer, Tel: [phone]

Advisers:

Rothschild & Co

Joint Financial Adviser and Joint Sponsor

Avi Goldberg, Jessica Dale, Alice Squires – London

Lee LeBrun, Markus Pressdee, Jamie Anderson – New York

J.P. Morgan Cazenove

Joint Financial Adviser, Joint Corporate Broker and Joint Sponsor

Charles Harman, Richard Perelman, James Robinson, Ram Anand

Goldman Sachs International

Joint Financial Adviser and Joint Corporate Broker

Eduard van Wyk, Bertie Whitehead, Govind Shanbogue

Notes

FirstGroup plc (LSE: FGP.L) is a leading provider of transport services in the UK and North America. With £7.8bn in revenue in the year to 31 March 2020 and around 100,000 employees, we transported 2.1bn passengers. Whether for business, education, health, social or recreation – we get our customers where they want to be, when they want to be there. We create solutions that reduce complexity, making travel smoother and life easier. We provide easy and convenient mobility, improving quality of life by connecting people and communities. Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on Twitter. Classification as per DTR 6 Annex 1R: 3.1. Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. FirstGroup shareholders are advised to read carefully the formal documentation in relation to the Transaction once it has been despatched. Any response to the Transaction should be made only on the basis of the information in the formal documentation to follow.

Important information relating to financial advisers

N.M. Rothschild & Sons Limited ('Rothschild & Co') is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for FirstGroup and no one else in connection with the contents of this announcement and any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any other matters referred to in this announcement and will not be responsible to anyone other than FirstGroup for providing the protections afforded to its clients, or for providing advice, in relation to the contents of this announcement or any other matter or arrangement referred to in this announcement.

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Goldman Sachs International is acting exclusively for FirstGroup and no one else in connection with the Transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Transaction and will not be responsible to anyone other than FirstGroup for providing the protections afforded to Goldman Sachs International's clients nor for giving advice in relation to the Transaction or any other arrangement referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ('J.P. Morgan Cazenove'), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the 'PRA') and regulated by the PRA and the Financial Conduct Authority,  is acting as financial adviser exclusively for FirstGroup and no one else in connection with the Transaction and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Transaction or any other matter or arrangement referred to herein.