Result of EGM

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN ORINTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THEPUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS AREAPPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. FirstGroup plc 10 June 2013 Results of General Meeting Poll Results A General Meeting of FirstGroup PLC was held on 10 June 2013 at 11.00 a.m. Theresult of the poll on the sole resolution which was proposed at the GeneralMeeting is set out below. Ordinary Resolution To grant the Directors authority to allot shares in connection with theproposed Rights Issue as contemplated by the notice of General Meetingcontained within the Prospectus posted to Shareholders on 22 May 2013. Number of Ordinary Shares Percentage of votes cast (%) For 229,937,694 96.52% Against 8,298,126 3.48% Total votes cast 238,235,820 Votes were cast in respect of approximately 49.44% of the Company's issuedshare capital. The voting figures will be displayed shortly on the Company's corporate websitewww.firstgroup.com. A copy of the ordinary resolution passed at today's General Meeting willshortly be submitted to the National Storage Mechanism and will be availablefor inspection at www.morningstar.co.uk/uk/NSM. The Record Date for entitlement under the Rights Issue was the close ofbusiness on 7 June 2013. Provisional Allotment Letters are expected to beposted today to Qualifying Non-CREST Shareholders, other than (subject tocertain exceptions) Qualifying Non-CREST Shareholders who are ExcludedShareholders. CREST stock accounts of Qualified CREST Shareholders are expectedto be credited with Nil Paid Rights in respect of New Ordinary Shares at oraround 8.00 a.m. on 11 June 2013. It is expected that Admission of the 722,859,586 New Ordinary Shares (nil paid)will occur at or around 8.00 a.m. on 11 June 2013. The latest time and date for acceptance, payment in full and registration ofrenunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on25 June 2013. CONTACTS FirstGroup plcTim O'Toole, Chief Executive +44 (0) 20 7291 0512Chris Surch, Group Finance DirectorRachael Borthwick, Group Corporate Communications Director Goldman Sachs InternationalJoint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate BrokerAnthony Gutman +44 (0) 20 7774 1000Phil RaperEduard van Wyk J.P. Morgan CazenoveJoint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate BrokerMalcolm Moir +44 (0) 20 7742 4000Jonathan WilcoxGuy Marks BofA Merrill LynchJoint BookrunnerRupert Hume-Kendall +44 (0) 20 7628 1000Oliver HolbournDaniel Burton-Morgan END 1. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total. 2. 10,979,186 votes were withheld. A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. IMPORTANT NOTICE This announcement is an advertisement and not a prospectus. Nothing in thisannouncement should be interpreted as a term or condition of the Rights Issue.Investors should not subscribe for or purchase, sell or dispose of any NewOrdinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or theFully Paid Rights in the Company except on the basis of information in theProspectus published by the Company in connection with the Rights Issue. Capitalised terms defined in the Prospectus published on 22 May 2013 shall havethe same meaning when used in this announcement. The Prospectus has been published and is available on the Company's website atwww.firstgroup.com provided that the Prospectus is not available (whetherthrough the website or otherwise) to Shareholders in Excluded Territories,subject to certain exceptions with respect to the United States. The Prospectusprovided further details of the Rights Issue. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights in any jurisdiction in which such an offer or solicitationis unlawful. This announcement cannot be relied upon for any investmentcontract or decision. The information contained in this announcement is not for release, publicationor distribution to persons in the United States, Australia, Canada or Japan andshould not be distributed, forwarded to or transmitted in or into anyjurisdiction where to do so might constitute a violation of local securitieslaws or regulations. This announcement does not constitute or form part of an offer or solicitationto purchase or subscribe for securities of the Company in the United States,Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rightsor the New Ordinary Shares has been or will be registered under the USSecurities Act of 1933 (the "Securities Act") or under the applicablesecurities laws of any state or other jurisdiction of the United States or thesecurities legislation of any province or territory of Australia, Canada orJapan. Accordingly, the Nil Paid Rights, the Fully Paid Rights or the NewOrdinary Shares may not be offered, sold, resold, delivered or distributed,directly or indirectly, in or into the United States absent registration, or anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with state securitieslaws, or in or into Australia, Canada or Japan except in accordance withapplicable law. There will be no public offer of Nil Paid Rights, Fully PaidRights or New Ordinary Shares in the United States, Canada or Japan. The New Ordinary Shares will be issued without disclosure in Australia underChapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer ofthese New Ordinary Shares for resale in Australia within 12 months of theiracquisition may, under section 707 of the Corporations Act, require disclosureto investors. Accordingly the New Ordinary Shares should not, within 12 monthsof their acquisition, be offered, transferred, assigned or otherwise alienatedto investors in Australia except in circumstances where disclosure to investorsis not required. New Ordinary Shares transferred on-market on the London StockExchange are not subject to the Australian disclosure regime. The distribution of this announcement and/or the Prospectus and/or theProvisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully PaidRights and/or New Ordinary Shares into jurisdictions other than the UnitedKingdom may be restricted by law, and, therefore, persons into whose possessionthis announcement and/or the Prospectus and/or the Provisional Allotment Lettercomes should inform themselves about and observe any such restrictions. Anyfailure to comply with any such restrictions may constitute a violation of thesecurities laws of such jurisdiction. In particular, subject to certainexceptions, the Prospectus and the Provisional Allotment Letter should not bedistributed, forwarded to or transmitted in or into the United States, Canadaor Japan. This announcement does not constitute a recommendation concerning the RightsIssue. The price and value of securities can go down as well as up. Pastperformance is not a guide to future performance. The contents of thisannouncement are not to be construed as legal, business, financial or taxadvice. Each Shareholder or prospective investor should consult his, her or itsown legal adviser, business adviser, financial adviser or tax adviser forlegal, financial, business or tax advice. Neither the content of the Company's website nor any website accessible byhyperlinks on the Company's website is incorporated in, or forms part of, thisannouncement.