Result of EGM

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. FirstGroup plc 10 June 2013 Results of General Meeting Poll Results A General Meeting of FirstGroup PLC was held on 10 June 2013 at 11.00 a.m. The result of the poll on the sole resolution which was proposed at the General Meeting is set out below. Ordinary Resolution To grant the Directors authority to allot shares in connection with the proposed Rights Issue as contemplated by the notice of General Meeting contained within the Prospectus posted to Shareholders on 22 May 2013. Number of Ordinary Shares Percentage of votes cast (%) For 229,937,694 96.52% Against 8,298,126 3.48% Total votes cast 238,235,820 Votes were cast in respect of approximately 49.44% of the Company's issued share capital. The voting figures will be displayed shortly on the Company's corporate website www.firstgroup.com. A copy of the ordinary resolution passed at today's General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. The Record Date for entitlement under the Rights Issue was the close of business on 7 June 2013. Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are Excluded Shareholders. CREST stock accounts of Qualified CREST Shareholders are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares at or around 8.00 a.m. on 11 June 2013. It is expected that Admission of the 722,859,586 New Ordinary Shares (nil paid) will occur at or around 8.00 a.m. on 11 June 2013. The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 25 June 2013. CONTACTS FirstGroup plc Tim O'Toole, Chief Executive +44 (0) 20 7291 0512 Chris Surch, Group Finance Director Rachael Borthwick, Group Corporate Communications Director Goldman Sachs International Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker Anthony Gutman +44 (0) 20 7774 1000 Phil Raper Eduard van Wyk J.P. Morgan Cazenove Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker Malcolm Moir +44 (0) 20 7742 4000 Jonathan Wilcox Guy Marks BofA Merrill Lynch Joint Bookrunner Rupert Hume-Kendall +44 (0) 20 7628 1000 Oliver Holbourn Daniel Burton-Morgan END 1. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total. 2. 10,979,186 votes were withheld. A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. IMPORTANT NOTICE This announcement is an advertisement and not a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Investors should not subscribe for or purchase, sell or dispose of any New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or the Fully Paid Rights in the Company except on the basis of information in the Prospectus published by the Company in connection with the Rights Issue. Capitalised terms defined in the Prospectus published on 22 May 2013 shall have the same meaning when used in this announcement. The Prospectus has been published and is available on the Company's website at www.firstgroup.com provided that the Prospectus is not available (whether through the website or otherwise) to Shareholders in Excluded Territories, subject to certain exceptions with respect to the United States. The Prospectus provided further details of the Rights Issue. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. This announcement cannot be relied upon for any investment contract or decision. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or Japan and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or the securities legislation of any province or territory of Australia, Canada or Japan. Accordingly, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States absent registration, or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws, or in or into Australia, Canada or Japan except in accordance with applicable law. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Canada or Japan. The New Ordinary Shares will be issued without disclosure in Australia under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer of these New Ordinary Shares for resale in Australia within 12 months of their acquisition may, under section 707 of the Corporations Act, require disclosure to investors. Accordingly the New Ordinary Shares should not, within 12 months of their acquisition, be offered, transferred, assigned or otherwise alienated to investors in Australia except in circumstances where disclosure to investors is not required. New Ordinary Shares transferred on-market on the London Stock Exchange are not subject to the Australian disclosure regime. The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States, Canada or Japan. This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

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