Statement re First Transit Earnout

FIRSTGROUP PLC
FIRST TRANSIT EARNOUT

In accordance with the terms of the disposal of First Transit by FirstGroup plc ('FirstGroup' or the 'Group') to EQT Infrastructure V ('EQT Infrastructure') in July 2021, the Group has been notified that affiliates of EQT Infrastructure have signed an agreement to sell First Transit to Transdev North America, Inc. (the 'Sale by EQT'). The Sale by EQT is subject to customary conditions, including regulatory and antitrust clearance processes in the US and Canada.

As part of the First Transit disposal to EQT Infrastructure, FirstGroup is entitled to an earnout consideration, which is calculated as a percentage of the realised equity value on the Sale by EQT and contemplating the cash flows generated by First Transit since March 2021 to completion (subject to certain permitted leakage provisions). FirstGroup currently estimates the earnout consideration to be around $85m. Based on this estimate, FirstGroup is expected to record a non-cash loss of c.£30m relative to the carrying value of the earnout of £106m as at 26 March 2022. The final earnout consideration amount will be determined in the period following completion of the Sale by EQT, with receipt expected several months after completion.

Graham Sutherland, FirstGroup CEO, said:

"Receipt of the First Transit earnout proceeds will be another milestone in the transformation that FirstGroup has undertaken in recent years to refocus on our strong positions in UK bus and rail. The earnout proceeds will further strengthen our business, which is now a resilient and robust platform with a range of opportunities for growth and shareholder value creation."

Contacts at FirstGroup: Investor relations: Faisal Tabbah Media: Stuart Butchers [e-mail] Tel: [phone]

Contacts at Brunswick PR: Andrew Porter / Simone Selzer Tel: [phone]

Forward-looking statements

Certain statements included or incorporated by reference within this document may constitute ‘forward-looking statements’ with respect to the business, strategy and plans of the Group and our current goals, assumptions and expectations relating to our future financial condition, performance and results. By their nature, forward-looking statements involve known and unknown risks, assumptions, uncertainties and other factors that cause actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No statement in this document should be construed as a profit forecast for any period. Shareholders are cautioned not to place undue reliance on the forward-looking statements. Except as required by the UK Listing Rules and applicable law, the Group does not undertake any obligation to update or change any forward-looking statements to reflect events occurring after the date of this document.

Notes

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 3.1. This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of FirstGroup is David Blizzard, Company Secretary.

FirstGroup plc (LSE: FGP.L) is a leading private sector provider of public transport services. With £4.6 billion in revenue and more than 30,000 employees, our UK divisions transported nearly 1.5m passengers a day in the last financial year. First Bus is the second largest regional bus operator in the UK, serving two-thirds of the UK’s 15 largest conurbations with a fleet of c.4,900 buses. First Rail is the UK’s largest rail operator, with many years of experience running long-distance, commuter, regional and sleeper rail services. We operate a fleet of c.3,800 rail vehicles through four management fee-based train operating companies (Avanti, GWR, SWR, TPE) and two open access routes (Hull Trains and Lumo). We create solutions that reduce complexity, making travel smoother and life easier. Our businesses are at the heart of our communities and the essential services we provide are critical to delivering wider economic, social and environmental goals. We are formally committed to operating a zero-emission First Bus fleet by 2035 and to cease purchasing further diesel buses after 2022; and First Rail will help support the UK Government’s goal to remove all diesel-only trains from service by 2040. In 2022 FirstGroup was named as one of the world's cleanest 200 public companies for the third consecutive year by sustainable business media group Corporate Knights in partnership with US not-for-profit organisation, As You Sow. Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on Twitter.