Statement re FirstGroup plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

16 August 2022

For immediate release

No intention to make an offer for FirstGroup plc

Further to the announcements made by FirstGroup plc ("FirstGroup") on 26 May 2022, 23 June 2022 and 21 July 2022, I Squared Capital Advisors (UK) LLP ("I Squared") confirms that it does not intend to make an offer for FirstGroup.

This announcement is made in accordance with Rule 2.8 of the Code. As a result of this announcement, I Squared will, except with the consent of the UK Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions contained in Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, I Squared reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:

i. with the agreement or recommendation of the board of directors of FirstGroup;

ii. following the announcement of a firm intention to make an offer for FirstGroup by or on behalf of a third party;

iii. following the announcement by FirstGroup of a Rule 9 waiver proposal (as described in Note 1 on the Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

iv. where the Panel has determined there has been a material change of circumstances.