THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser. This document comprises a circular and a prospectus relating to FirstGroup and the Rights Issue, prepared in accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of FSMA. This document has been approved by the FCA in accordance with section 85 of FSMA. A copy of this document has been filed with the FCA in accordance with paragraph 3.2.1 of the Prospectus Rules. This document will be made available to the public in accordance with paragraph 3.2.1 of the Prospectus Rules by the same being made available at www.firstgroup.com. This document can also be obtained on request from the Receiving Agent. Subject to the restrictions set out below, if you sell or transfer or have sold or transferred all of your Existing Ordinary Shares (other than ex- rights) held in certificated form before 8.00 a.m. on 11 June 2013 (the “Ex-Rights Date”), please send this document, together with any Provisional Allotment Letter, if and when received, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. This document and/or the Provisional Allotment Letter should not, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to (subject to certain exceptions), the Excluded Territories. Please refer to Sections 8 and 9 of Part IV (Terms of the Rights Issue) of this document if you propose to send this document and/or the Provisional Allotment Letter outside the United Kingdom. If you sell or have sold or transferred all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected immediately. Instructions regarding split applications are set out in Part IV (Terms of the Rights Issue) of this document and in the Provisional Allotment Letter. The distribution of this document, any other offering or public material relating to the Rights Issue and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document (and/or any accompanying documents) comes should inform themselves about and observe any such restrictions. In particular, subject to certain exceptions, this document and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories or into any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Existing Ordinary Shares have been admitted to the premium listing segment of the Official List, and to trading on the London Stock Exchange’s main market for listed securities. Application will be made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00 a.m. on 11 June 2013. FirstGroup plc (Incorporated as a public limited company in Scotland with registered number SC157176) Rights Issue of 722,859,586 New Ordinary Shares at 85 pence each and Notice of General Meeting Goldman Sachs International J.P. Morgan Cazenove Joint sponsor, joint global co-ordinator and Joint sponsor, joint global co-ordinator and joint bookrunner joint bookrunner BofA Merrill Lynch HSBC Joint bookrunner Joint lead manager Banco Santander BNP PARIBAS Crédit Agricole Co-lead manager Co-lead manager Corporate and Investment Bank Co-lead manager Your attention is drawn to the letter from the chairman of the Company which is set out in Part III (LetterfromtheChairman)ofthis document. You should read the whole of this document and any documents incorporated herein by reference. Shareholders and any other persons contemplating acquisition of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares should refer to Part II (Risk Factors) for a description of certain important factors, risks and uncertainties that may affect the Group’s business, the Rights Issue and the New Ordinary Shares and which should be taken into account when considering whether to take up rights under the Rights Issue. The latest time and date for acceptance and payment in full of entitlements under the Rights Issue is 11.00 a.m. on 25 June 2013. The procedure for acceptance and payment is set out in Part V (Terms of the Rights Issue) of this document and, for Qualifying Non- CREST Shareholders only, will also be set out in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to Section 9(b) of Part IV (Terms of the Rights Issue) of this document. Subject to the passing of the Resolution at the General Meeting, it is expected that Qualifying Non-CREST Shareholders (other than Excluded Shareholders) will be sent Provisional Allotment Letters on 10 June 2013 and that Qualifying CREST Shareholders (other than Excluded Shareholders) will receive a credit note to the appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 11 June 2013. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear as soon as practicable after Admission. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Rights Issue. J.P. Morgan Cazenove, Goldman Sachs International and Merrill Lynch International (the “Joint Bookrunners”) and HSBC Bank plc (together with the Joint Bookrunners, the “Underwriters”), which are authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, are acting exclusively for FirstGroup and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of the Underwriters nor for providing advice in connection with the Rights Issue or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility whatsoever or makes any representation or warranty, express or implied, for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them in connection with the Company, the New Ordinary Shares or the Rights Issue and nothing in this document is or shall be read as a promise or representation in this respect, whether as to the past or future. The Underwriters accordingly disclaim all and any liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which either of them might otherwise have in respect of this document or any such statement. The Underwriters may engage in trading activity other than short selling for the purpose of hedging their commitments under the Underwriting Agreement or otherwise. Such activity may include purchases and sales of securities of the Company and related and other securities and instruments (including Ordinary Shares, Nil Paid Rights and Fully Paid Rights). In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.