Save As You EarnIt’s all for you!

Welcome to Save As You EarnDear Colleague

I am delighted to invite you to the FirstGroup Save As You Earn (SAYE) scheme for 2017. SAYE offers you a convenient, risk-free way to save, directly from your net salary, and gives you the opportunity to buy FirstGroup plc shares at a 20% discounted price.

FirstGroup is dependent on the commitment, hard work and dedication of our employees, and we want you to have the chance to share in the company’s success, which you have helped to create.

Please click here to see how your colleagues have benefited from previous SAYE schemes.

Tim O’TooleChief Executive

Why should you join SAYE? • Opportunity to become a shareholder in FirstGroup plc;

• Potential to buy FirstGroup plc shares at a 20% discounted price;

• An easy and affordable way to save – from as little as £5 per month.

Who is eligible?

SAYE is offered to all UK employees of FirstGroup plc and its subsidiaries that were employed on 19 May 2017.

How does it work?It’s as easy as 1,2,3....

1Make savings directly from your pay - save between £5 and £500 per month Your chosen savings amount will automatically be deducted from your net pay (the pay you receive after Income Tax and National Insurance has been deducted).

Please remember that the amount you choose to save cannot be changed during the three-year savings period. Therefore, it is important you only choose to save an amount you can comfortably afford.

How does it work?It’s as easy as 1,2,3....

1

Save for three years At the end of the three-year savings period (the Maturity), you have the opportunity to buy FirstGroup plc shares at the price that is fixed at the start of the offer and has also been discounted by 20%. This is known as the option price and is shown on your invitation documents.

Make savings directly from your pay - save between £5 and £500 per month Your chosen savings amount will automatically be deducted from your net pay (the pay you receive after Income Tax and National Insurance has been deducted).

Please remember that the amount you choose to save cannot be changed during the three-year savings period. Therefore, it is important you only choose to save an amount you can comfortably afford.

2

How does it work?It’s as easy as 1,2,3....

1

Save for three years At the end of the three-year savings period (the Maturity), you have the opportunity to buy FirstGroup plc shares at the price that is fixed at the start of the offer and has also been discounted by 20%. This is known as the option price and is shown on your invitation documents.

Make savings directly from your pay - save between £5 and £500 per month Your chosen savings amount will automatically be deducted from your net pay (the pay you receive after Income Tax and National Insurance has been deducted).

Please remember that the amount you choose to save cannot be changed during the three-year savings period. Therefore, it is important you only choose to save an amount you can comfortably afford.

2

How does it work?It’s as easy as 1,2,3....

1

It’s simple, buy the shares or take back your savings If the FirstGroup plc share price at the end of the savings period is greater than the option price, you may choose to buy the shares. Or, if the share price is below the option price, you can take your savings back in full.

Save for three years At the end of the three-year savings period (the Maturity), you have the opportunity to buy FirstGroup plc shares at the price that is fixed at the start of the offer and has also been discounted by 20%. This is known as the option price and is shown on your invitation documents.

Make savings directly from your pay - save between £5 and £500 per month Your chosen savings amount will automatically be deducted from your net pay (the pay you receive after Income Tax and National Insurance has been deducted).

Please remember that the amount you choose to save cannot be changed during the three-year savings period. Therefore, it is important you only choose to save an amount you can comfortably afford.

2

3

What do your FirstGroup colleagues say about SAYE?

“I’ve done SAYE as long as I’ve been at FirstGroup. I knew I couldn’t lose out, at the least I’d get my savings back but there’s a good chance of making a profit. That’s what happened this year - I made a nice gain of over £400 and the savings and profit paid for my holiday to Japan!”

David Beattie

HR and PensionsJoanne Spagnol

Team Performance

Manager

Rusholme Depot

“In the past I’ve found it hard

to save, the usual temptations

I guess, but with SAYE I didn’t

miss the money as it’s all done

via payroll. The money I saved

helped towards buying our

house. You can track your

money online easily. And when I

needed the money it was in my

account in days.”

Martin McGowan Marketing Manager (Midlands)

“I’ve joined all the SAYE schemes since I was eligible. It’s an excellent way of saving for bigger purchases, such as holidays or car insurance, with a chance that you could make extra cash without any risk. It’s handy how easy it is to sign up to and great that the scheme is administered through payroll.”

Key SAYE Dates

20November 2017

Invitations issued

4December 2017

Deadline for applications by 5pm

12December 2017

FirstGroup plc grants your option

21December 2017

Option certificates issued

January 2018

First deduction from payroll

1February 2018

Contract start date

How do I join? It’s easy to apply, you will need your User ID that can be found on your invitation communication which will be sent to you on 20 November 2017. If you haven’t received this, please contact the FirstGroup Share Plan helpline on 0344 472 6011*.

Online1

Visit: www.computershare.com/firstgroupshareplans

2 Enter your User ID which was included on your invitation, and PIN**

3 Follow the simple instructions

You will receive an email confirming that your application has been accepted.

*Lines are open 8.30am - 5.30pm Monday to Friday (excluding Bank Holidays). Calls to 03 numbers cost no more

than a national rate call to a 01 or 02 number and will count towards any inclusive minutes in the same way as 01

and 02 calls. These rules apply to calls from any type of line including mobile, BT, other fixed line or payphone.

**If you have never used the Computershare online service please use your date of birth in a six digit

format as your PIN (e.g. 2 June 1980 will be 020680). You will immediately be asked to change your PIN.

If you have previously used the Computershare online service but cannot

remember your PIN, log onto the website using your User ID, click

“Forgotten PIN?” and follow the instructions to receive a new one.

Important informationPlease read the terms and

conditions for participating in the FirstGroup plc SAYE scheme

2017 and the text message application terms (SMS Terms

& Conditions) if applying by text. They can also be found at

www.computershare.com/ firstgroupshareplans under

‘Plan Documentation’ or alternatively by calling the

helpline on 0344 472 6011* to request a copy. You will be

deemed to have read these documents and that you agree

to all terms and conditions if you apply.

OR

OR

Text messageTo join by SMS text, simply type the following:

1 SAYE followed by a space

2 Your User ID, shown in your invitation email/letter, followed by a space

3 Add the number 3 followed by a space (This indicates the savings period of three years)

4 How much you want to save each month, in whole pounds

so as an example if you wish to save £100 your text would look like this:

SAYE C0123456789 3 100

5 Then send this message to: 07507 319784

You will receive a text message confirming that your application has

been accepted. If you have not received a text confirmation within

2 hours, please call the helpline on 0344 472 6011*

*Lines are open 8.30am - 5.30pm

Monday to Friday (excluding Bank Holidays). Calls to 03 numbers cost no more than a national rate call to a 01 or 02 number and will count towards any inclusive minutes in the same

way as 01 and 02 calls. These rules apply to calls from any type

of line including mobile, BT, other

fixed line or payphone.

How do I join? It’s easy to apply, you will need your User ID that can be found on your invitation communication which will be sent to you on 20 November 2017. If you haven’t received this, please contact the FirstGroup Share Plan helpline on 0344 472 6011*.

How many shares can I buy? This depends on:

• How much you save• The option price • Whether you are already contributing to other SAYE plans• If scale back is applied (please see the next page for more details on scale back)

Deductions from pay will start during January 2018

Already in SAYE? If you are already taking part in another SAYE plan, your total monthly contributions under all contracts must not exceed £500 per calendar month.

Example 1 Example 2

Monthly Saving Monthly Saving

Existing savings under SAYE 2015/16 £200 £50

Existing savings under SAYE 2016/17 £100 £90

Maximum you can save this year £200 £360

TOTAL SAVINGS over all 3 plans £500 £500

Please note that the savings for the 2014/15 plan (which are due to mature on 1 February 2018) do not need to be taken into account.

Example:David decides to save £10 per month for three years at an option price of £0.95

3 years x 12 months = 36 months

£10 x 36 months = £360 £360 ÷ £0.95 = 378 so David has the option to buy 378 shares

What is scale back and what does it mean?If a large number of employees wish to join SAYE 2017, we may have to reduce or ‘scale back’ the amount that you can save each month. This is because FirstGroup want as many people as possible to join SAYE but we only have a limited number of shares available.

The Company hopes that we will not have to scale back your savings amount for 2017, however should scale back need to be applied, we will let you know.

Scale back Example:

Due to the popularity of the plan the Company has to scale back all savings over £130 per month to £130 per month:

Before scale back: After scale back:

Kate saves £150 per month for three years at an option price of £0.95. 36 x £150 = 5,4005,400 ÷ £0.95 = 5,684 share options

Kate saves £130 per month for three years at an option price of £0.95. 36 x £130 = 4,6804,680 ÷ £0.95 = 4,926 share options

What happens at the end of the scheme? The end of the savings period is called the Maturity.

At Maturity, you will have six months to decide what you would like to do. You can either:

1 Buy shares at the fixed option price set in 2017 (this is known as exercising your option to buy shares) - you can sell them or keep them and become a shareholder of FirstGroup plc

- If you decide to sell your shares they will be free from Income Tax and National Insurance

2 Take your savings back as cash and not receive any shares

Don’t worry, you don’t have to decide until nearer the end of the three years. Closer to the Maturity date you will receive more information on the choices available to you. You can see how much your savings could be worth by using the calculator here

Remember – if the share price is lower than the option price, then you do not have to buy the shares, you can have your savings returned to you.

How much could your savings be worth?

Option Price: £

1. Type in the amount you want to save per month:

Total 3 year saving: £

Total share Options available after 3 years:

2. Enter a Maturity price below to see how much your shares could be worth after 3 years!

£

Share value at Maturity after 3 years: £

Potential gain after 3 years: £

This is for guidance only. Share prices can go down as well as up. If you are having trouble viewing this page click here

£

Calculator

Frequently Asked QuestionsCan I stop my savings for a month? You can suspend monthly payments for up to a maximum of six months during the savings period. This is useful if you go on maternity leave, a career break or have an unexpected cost one month.

Remember – you can only suspend your contributions for six months – you must advise your payroll that you wish to start saving again. Otherwise, you will not be able buy shares at the maturity.

Can I stop participating in SAYE? Yes, you are free to stop saving into SAYE at any time you wish. Just contact Computershare who will close your account and arrange for payroll to stop deductions from your pay.

Remember – once you have cancelled your savings contract you cannot re-join until the next SAYE offer.

Can I make payments from my bank account rather than through payroll? Only if you are on maternity leave, sabbatical or on secondment. Please contact Computershare for further information.

Is there any interest paid on the savings? The bonus and interest rates applied to SAYE contracts are set by HMRC. No bonus or interest is payable on 2017 contracts.

What happens if I leave FirstGroup plc?If you leave FirstGroup plc, Computershare will notify you of the specific choices available to you. Please see below for general information:

If you have any other questions, call the FirstGroup Share Plans helpline: 0344 472 6011*

Resignation You will lose your right to buy shares, your options will lapse and you will have your savings returned

Leave because of:Redundancy/Injury/DisabilityRetirementTUPE

You can either: (a) Continue to save privately (for up to six payments) and buy a reduced number of shares within

six months of leaving the company. The number of shares you can buy will depend on your balance when you exercise.

(b) Do not make any more contributions but buy a reduced number of shares within six months of leaving using your savings to date

(c) Request that your savings are returned to you

Death Your personal representatives will be able to buy a reduced number of shares within 12 months of your death or have your savings returned. If you had reached the Maturity date, then they would have 12 months from the Maturity date to decide to buy all your shares or have the savings returned.

After the Maturity date If your account has reached Maturity and you subsequently leave, your options may lapse depending on your reason for leaving

* Lines are open 8.30am - 5.30pm Monday to Friday (excluding Bank Holidays). Calls to 03 numbers cost no more than a national rate call to a 01 or 02 number and will count towards any inclusive minutes in the same way as 01 and 02 calls. These rules apply to calls from any type of line including mobile, BT, other fixed line or payphone.

Frequently Asked Questions Continued

Don’t forget about Buy As You Earn (BAYE) You can also join our Buy As You Earn plan. This plan enables you to buy FirstGroup plc shares every month from your gross salary.

This means you save on paying Income Tax and National Insurance as the monthly purchase amount comes from your pre-tax salary.

You can save between £5 and £150 each month and for every three shares you buy, you receive two free on the first £30 of your monthly contribution.

For more information or to join click here.

SAYEContributions from after tax salary

Save between £5 and £500 per month

20% discounted option price

No risk – savings can be returned

3 year saving period

Sale of shares free from Income Tax and National Insurance at maturity

Only a shareholder if you buy shares at the end of 3 years

BAYEContributions from before tax salary

Contribute between £5 and

£150 per month

For every 3 shares you buy, you’ll get

2 extra matching shares on the first £30

invested per month

Risk – investing in shares

3 year holding period only for matching shares

Sale of shares free from

Income Tax and National

Insurance if held for 5 years

Instantly a shareholder

SAYE or BAYE - what’s the difference? FirstGroup employees can choose to invest in SAYE, BAYE or both. But what are the main features and differences between the plans?

Need more information? If you have any questions, please get in touch with our specialist team at Computershare.0344 472 6011*firstgroup@computershare.co.ukwww.computershare.com/firstgroupshareplans*Lines are open 8.30am - 5.30pm Monday to Friday (excluding Bank Holidays). Calls to 03 numbers cost

no more than a national rate call to a 01 or 02 number and will count towards any inclusive minutes in the

same way as 01 and 02 calls. These rules apply to calls from any type of line including mobile, BT, other

fixed line or payphone.

Jargon buster Share A piece of the company.

Shareholder Someone who owns shares becomes a shareholder which means they ‘own a piece’ of the company. This entitles them to have a say in how the company is run through voting at the Annual General Meeting. A shareholder may also receive dividends.

Dividends Part of the profits a company makes may be given to shareholders to say thank you for holding shares. A company doesn’t have to pay a dividend.

Option A right (should you wish) to buy shares in the future at a fixed price.

Exercise When an option is converted into a share. You will ‘exercise your option’ to buy shares at the option price, if you wish.

Lapse This can happen to an option and means you lose your right to buy shares and normally happens if you do not exercise your options within six months of Maturity.

About Computershare The FirstGroup Save As You Earn scheme is administered by Computershare Plan Managers. You can find out more about them at www.computershare.com.

Does this booklet tell me everything I need to know about the FirstGroup Save As You Earn (SAYE) scheme?

This brochure is only a general guide to how Save As You Earn works. The plan is governed by the FirstGroup Save As You Earn scheme Rules and, in respect of your savings contract, a prospectus (a copy of which can be found online at www.computershare.com/firstgroupshareplans under ‘Plan Documentation’).

In the event of any conflict between this brochure, the Save As You Earn scheme Rules and any applicable legislation, the Save As You Earn Rules and applicable legislation will take precedence. Specific provisions in Save As You Earn mean that you waive any claim to compensation in respect of Save As You Earn when you leave employment. No financial or investment advice is provided in this booklet. If you are in any doubt as to whether or not you should participate in Save As You Earn you should seek advice from your own independent financial adviser. The value of shares may go down as well as up.

12EHBH D08