Director/PDMR Shareholding

FIRSTGROUP PLC

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY

FirstGroup plc (the Company) announces that the following Directors and other persons discharging managerial responsibilities (PDMRs) were granted an award, for no consideration, on 28 June 2016 over ordinary shares of £0.05 each in the capital of the Company (Shares) under the FirstGroup Long Term Incentive Plan (“LTIP”) and the FirstGroup plc Executive Annual Bonus Plan (“EABP”).

Grant of awards under the LTIP

Name	Position	Number of shares subject to award
Tim O'Toole	Director/PDMR	1,042,694
Matthew Gregory	Director/PDMR	764,231
Constance Baroudel	PDMR	72,441
Rachael Borthwick	PDMR	84,771
Giles Fearnley	PDMR	98,619
Dave Leach	PDMR	105,604
Dennis Maple	PDMR	110,807
Steve Montgomery	PDMR	339,087
Brad Thomas	PDMR	105,375

The awards under the LTIP will normally vest following the end of the three year performance period commencing on 1 April 2016, subject to the satisfaction of performance conditions relating to the growth in the Company's return on capital employed (ROCE) and relative total shareholder return (TSR) compared to a group of comparator companies, and provided the Director/PDMR remains a director or is employed within FirstGroup. The Committee has discretion to vary the proportion of awards vesting if it considers the outcome would otherwise not be a fair and complete reflection of the underlying performance of the Group over the performance period.

Awards granted to US participants are structured as conditional awards under which, following vesting, the shares are transferred to the participants for nil payment. Awards granted to UK participants are structured as nil-cost options, which may be exercised for up to 12 months following vesting.

Grant of awards under the EABP

Name	Position	Number of shares subject to award
Tim O'Toole	Director/PDMR	83,126
Matthew Gregory	Director/PDMR	81,399
Constance Baroudel	PDMR	21,666
Rachael Borthwick	PDMR	25,353
Giles Fearnley	PDMR	21,844
Dave Leach	PDMR	36,117
Dennis Maple	PDMR	20,322
Steve Montgomery	PDMR	46,022
Brad Thomas	PDMR	35,095

The awards under the EABP were made after set performance conditions were achieved during the financial year 2015/16: The awards will vest at the end of a three year deferral period on 27 June 2019.

Awards granted to US participants are structured as conditional awards under which, following vesting, the shares are transferred to the participants for nil payment. Awards granted to UK participants are structured as nil-cost options, which may be exercised up to the day preceding the tenth anniversary of the grant date.

The transaction took place in London. This notification is being made in accordance with DTR 3.1.4(R)(1)(a).

Further information, FirstGroup plc:

Faisal Tabbah, Head of Investor Relations

Tel: [phone]

Stuart Butchers, Group Head of Media

Tel: [phone]