REG-FirstGroup PLC: Board Changes

FirstgroupAnnouncement

01/06/2018 14:40

FirstGroup plc

1 June 2018

FirstGroup Plc Board Changes

FirstGroup plc (the 'Group'), a leading transport operator in the UK and North
America, announced yesterday a number of Board changes with Tim O’Toole
stepping down as Chief Executive and from the Board, Wolfhart Hauser taking on
the interim role of Executive Chairman and Matthew Gregory taking on the
interim role of Chief Operating Officer in addition to his full-time role as
Chief Financial Officer.

Set out below are the details of Tim’s agreed termination arrangements and
the temporary remuneration increases for Wolfhart and Matthew.

Tim O’Toole

The following arrangements comply with FirstGroup’s Directors’
remuneration policy approved by the shareholders at the 2015 AGM.

Payment and benefits

In order to assist with a period of transition, Tim has agreed to be placed on
garden leave until his employment with the Company ends on 30 September 2018.
He will continue to receive his current salary, benefits and pension until 30
September 2018. A maximum payment of £699,167 in lieu of Tim’s salary,
pension, car allowance and medical insurance for the unexpired period of his
notice will then be made in eight equal monthly instalments beginning with the
Company’s October payroll. The instalments will be subject to mitigation.

The Company will reimburse Tim, up to a maximum of £9,000 per year, for
expenses relating to taxation advice for years 2017/18 and 2018/19. He will
also receive a capped contribution towards reasonable legal fees incurred in
connection with his departure.

Share awards

Tim’s awards under the FirstGroup Long-Term Incentive Plan will lapse on the
termination of his employment with the Company. No further Long-Term Incentive
Plan awards will be made.

The Remuneration Committee having considered the matter carefully has
determined that Tim’s deferred bonuses under the FirstGroup plc Executive
Annual Bonus Plan, which were awarded in 2016 and 2017 and reflect past
performance, will vest on their normal vesting dates. The vesting of the 2017
award in 2020 will remain conditional upon a determination of the Committee
following the conclusion of appropriate investigations into the 2016 Croydon
tram incident. If it is determined that any shares should vest, a full
explanation will be provided in the Directors’ remuneration report. Tim will
not receive a bonus in respect of 2018 and will not be eligible for
participation in any 2019 bonus scheme.

Wolfhart Hauser

In recognition of Wolfhart agreeing to act as Executive Chairman pending the
arrival of a new Chief Executive, he will receive additional remuneration of
£300,000 on a per annum basis during this period.  This brings his total
fees on a per annum basis to £595,000 for the interim period. Wolfhart will
use the majority of the additional fees he receives each month to purchase
shares in the Company. He will not participate in any executive incentive
arrangements or receive any executive benefits.

Matthew Gregory

As Matthew will be taking on the additional role of interim Chief Operating
Officer, with the operating divisions reporting to him, his salary during this
period will be increased from £437,000 to £500,000. His bonus under the
Executive Annual Bonus Plan for 2018/19 will be based on his average salary
during the year and  the payment of his monthly personal pension allowance
will be based on his actual salary for that month.  However, the current
intention is that his Long-Term Incentive Plan award for 2018/19 will remain
based on his salary of £437,000.

Contacts at FirstGroup:

Michael Hampson, Group General Counsel and Company Secretary

Tel: +44 (0) 20 7725 3354

Contacts at Brunswick PR:

Jonathan Glass / Andrew Porter / Alison Kay, Tel: +44 (0) 20 7404 5959

FirstGroup plc (LSE: FGP.L) is a leading transport operator in the UK and
North America. With £6.4 billion in revenue and around 100,000 employees, we
transported 2.1 billion passengers last year. Each of our five divisions is a
leader in its field: In North America, First Student is the largest provider
of student transportation with a fleet of 42,000 yellow school buses, First
Transit is one of the largest providers of outsourced transit management and
contracting services, while Greyhound is the only nationwide operator of
scheduled intercity coaches. In the UK, First Bus is one of Britain's largest
bus operators, transporting 1.6 million passengers a day, and First Rail is
one of the country's largest and most experienced rail operators, carrying
more than 260 million passengers last year.

Our vision is to provide solutions for an increasingly congested world...
keeping people moving and communities prospering.

Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on
Twitter.

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per
DGTR 6 Annex 1R: 2.2 and 3.1



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