Total Voting Rights

FIRSTGROUP PLC

Announcement of Acquisition of Shares and Total Voting Rights

2 December 2021

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FIRSTGROUP PLC

Acquisition of Shares and Total Voting Rights

Further to its announcement of the results of its Tender Offer earlier today, FirstGroup plc (the “Company”) confirms that, under the terms of the Option Agreement, it has acquired from Goldman Sachs 476,190,476 Ordinary Shares in the Company at the Tender Price of 105 pence per Ordinary Share, representing a total cost of £499,999,999.80. The Ordinary Shares acquired by the Company are today being cancelled. The Ordinary Shares were originally purchased by Goldman Sachs pursuant to the Tender Offer at the Tender Price.

In accordance with Paragraph 5.6.1 of the FCA’s Disclosure Guidance and Transparency Rules, the Company notifies the market of the following:

• The 476,190,476 Ordinary Shares acquired by the Company from Goldman Sachs represented approximately 38.9% of the voting rights attributable to the Ordinary Shares immediately prior to such acquisition.
• Following completion of the Tender Offer and the cancellation of 476,190,476 Ordinary Shares, the Issued Ordinary Share Capital consists of 746,664,464 Ordinary Shares with voting rights. Each of these Ordinary Shares carries one vote. The total number of voting rights, therefore, is 746,664,464. The ordinary shares have a nominal value of 5 pence each.

This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the announcement of the Company dated 27 October 2021 in respect of the Tender Offer.

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]

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 2.5.

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ordinary Shares or other securities.

The full terms and conditions of the Tender Offer are set out in the Circular, which Shareholders were advised to read in full.

J.P. Morgan Securities plc (which conducts its U.K. investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead joint sponsor, joint financial adviser and joint corporate broker exclusively for FirstGroup and for no one else in connection with the Return of Value and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of J.P. Morgan or for providing advice in relation to the matters described in this announcement.

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint sponsor, joint financial adviser and joint corporate broker exclusively for FirstGroup and for no one else in connection with the Return of Value and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan and Goldman Sachs (the "Financial Advisers") under FSMA or the regulatory regime established thereunder: (i) neither of the Financial Advisers or any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, FirstGroup or the Directors, in connection with FirstGroup and/or the Tender Offer; and (ii) each of the Financial Advisers accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement.

Cautionary statement regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect FirstGroup’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations, results of operations and growth strategy. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), FirstGroup is not under any obligation and FirstGroup expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.