REG-FirstGroup PLC: Publication of Circular and Notice of GM

FirstgroupAnnouncement

10/05/2021 14:05

FirstGroup plc
Publication of Circular and Notice of General Meeting

Further to the announcement made on 23 April 2021, FirstGroup plc
('FirstGroup') will today be publishing a circular (the 'Circular') in
relation to the proposed sale of First Student and First Transit to EQT
Infrastructure (the 'Transaction'), having received approval from the
Financial Conduct Authority. The Circular will be sent to FirstGroup's
shareholders (other than those who have elected for notification by electronic
communication) shortly.

The sale of First Student and First Transit to EQT Infrastructure is
conditional on, among other things, the approval of FirstGroup's shareholders.
Accordingly, the Circular contains a notice convening a general meeting of the
Company which is to be held at The Point, 37 North Wharf Road, London W2 1AF
at 1.00 p.m. on 27 May 2021 (the 'General Meeting') at which an ordinary
resolution (the 'Resolution') will be proposed for FirstGroup's shareholders
to approve the sale (the 'Notice of General Meeting').

Given the continued social distancing measures and health and safety guidance
imposed by the UK Government as a result of the COVID-19 pandemic, the General
Meeting will be convened with a minimum quorum of shareholders (which will be
facilitated by FirstGroup’s management) in order to conduct the business of
the General Meeting and shareholders may not be admitted to the General
Meeting. Shareholders will be able to follow the General Meeting via a live
audiocast, which will be broadcast from the Company's offices in London.

We strongly urge shareholders to vote by proxy on the Resolution as early as
possible, and the FirstGroup Board recommends that shareholders appoint the
chairman of the General Meeting as their proxy. Further information as to how
to vote by proxy and access the live audiocast can be found in the Notice of
General Meeting.

The Board considers the Transaction (and the Resolution necessary to implement
the Transaction) to be in the best interests of FirstGroup and its
shareholders as a whole and unanimously recommends that shareholders vote in
favour of the Resolution.

The Board expects that, subject to the satisfaction and/or waiver (where
applicable) of the conditions precedent to the Transaction, completion of the
sale will occur in the second half of the 2021 calendar year. It is envisaged
that, shortly following completion, full details of the proposed return of
value to FirstGroup shareholders described in the Circular will be made
available and, if necessary, a general meeting of the Company will be convened
to seek shareholder approval to effect the proposed return of value.

The Circular, including the Notice of General Meeting, will be submitted to
the Financial Conduct Authority's National Storage Mechanism (the 'NSM') and
will be available for inspection on the NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular,
including the Notice of General Meeting, will also be available for viewing on
FirstGroup's website at https://www.firstgroupplc.com/investors.

Contacts at FirstGroup:

Faisal Tabbah, Head of Investor Relations

Stuart Butchers, Group Head of Communications

corporate.comms@firstgroup.com

+44 (0) 20 7725 3354

Contacts at Brunswick PR:

Andrew Porter / Simone Selzer, Tel: +44 (0) 20 7404 5959

Advisers:

Rothschild & Co

Joint Financial Adviser and Joint Sponsor

Avi Goldberg, Jessica Dale, Alice Squires – London

Lee LeBrun, Markus Pressdee, Jamie Anderson – New York

J.P. Morgan Cazenove

Joint Financial Adviser, Joint Corporate Broker and Joint Sponsor

Charles Harman, Richard Perelman, James Robinson, Ram Anand

Goldman Sachs International

Joint Financial Adviser and Joint Corporate Broker

Eduard van Wyk, Bertie Whitehead, Govind Shanbogue

Notes

FirstGroup plc (LSE: FGP.L) is a leading provider of transport services in the
UK and North America. With £7.8bn in revenue in the year to 31 March 2020 and
around 100,000 employees, we transported 2.1bn passengers. Whether for
business, education, health, social or recreation – we get our customers
where they want to be, when they want to be there. We create solutions that
reduce complexity, making travel smoother and life easier. We provide easy and
convenient mobility, improving quality of life by connecting people and
communities. Visit our website at www.firstgroupplc.com and follow us
@firstgroupplc on Twitter. Classification as per DTR 6 Annex 1R: 3.1. Legal
Entity Identifier (LEI): 549300DEJZCPWA4HKM93.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part
of, any offer to sell or an invitation to purchase or subscribe for any
securities or a solicitation of any vote or approval in any jurisdiction.
FirstGroup shareholders are advised to read carefully the formal documentation
in relation to the Transaction once it has been despatched. Any response to
the Transaction should be made only on the basis of the information in the
formal documentation to follow.

Important information relating to financial advisers

N.M. Rothschild & Sons Limited ('Rothschild & Co') is authorised and regulated
in the United Kingdom by the FCA and is acting exclusively for FirstGroup and
no one else in connection with the contents of this announcement and any other
matters referred to in this announcement and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to
any other matters referred to in this announcement and will not be responsible
to anyone other than FirstGroup for providing the protections afforded to its
clients, or for providing advice, in relation to the contents of this
announcement or any other matter or arrangement referred to in this
announcement.

Goldman Sachs International is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority. Goldman Sachs International is acting exclusively for
FirstGroup and no one else in connection with the Transaction and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to the Transaction and will not be responsible to anyone
other than FirstGroup for providing the protections afforded to Goldman Sachs
International's clients nor for giving advice in relation to the Transaction
or any other arrangement referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ('J.P. Morgan Cazenove'), and which is authorised in
the United Kingdom by the Prudential Regulation Authority (the 'PRA') and
regulated by the PRA and the Financial Conduct Authority,  is acting as
financial adviser exclusively for FirstGroup and no one else in connection
with the Transaction and will not regard any other person as its client in
relation to the Transaction and will not be responsible to anyone other than
FirstGroup for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to the
Transaction or any other matter or arrangement referred to herein.



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