FirstGroup PLC — Proxy Solicitation & Information Statement 2021

May 10, 2021

Voting ID
Task ID
Shareholder Reference Number
Product ID
1623-0076

Please indicate your vote by marking the appropriate boxes in black ink like this: ✘

Please tick here if this proxy appointment is one of multiple appointments being made.

For the appointment of more than one proxy, please refer to Explanatory Note 2.

I/We being (a) shareholder(s) of FirstGroup plc hereby appoint the Chair of the General Meeting ("GM") OR the following person

Name of proxy Number of shares proxy is appointed over

Please leave these boxes blank if you wish to select the Chairman of the GM. Do not enter your own name(s).

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement (as indicated above) on my/our behalf at the GM of FirstGroup plc to be held at 8th Floor, The Point, 37 North Wharf Road, London W2 1AF on Thursday 27 May 2021 at 1.00pm, and at any adjournment thereof.

Resolution

Resolution 1 will be proposed as an ordinary resolution.

		For	Against	Vote Withheld
1	To approve the proposed sale by the Company of First Student and First Transit, as more particularly described in 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, you are strongly advised not to seek to attend the GM in person as you may not be granted access.

I/We would like my/our proxy to vote on the resolution proposed at the GM as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the GM.

162-638-467

Signature	Date
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In the case of a corporation, this Form of Proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. Director, Secretary).

• +

Notice of Availability IMPORTANT, please read carefully

You can now access the Circular, containing the Notice of General Meeting at http://www.firstgroupplc.com/investors.

You can submit your proxy online at www.sharevote.co.uk.

If you would like to follow the meeting electronically please follow the instructions in the Notice of General Meeting contained within the Circular.

You will require the following details:

Meeting ID:

Shareholder reference number (SRN):

PIN: First two and last two digits of your SRN above.

This Form of Proxy is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between (i) different account holders; or (ii) uniquely designated accounts. FirstGroup plc and Equiniti Limited accept no liability for any instruction that does not comply with these conditions.

Explanatory Notes:

• 1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to speak and vote on their behalf at the GM. Shareholders are strongly encouraged to appoint the chairman of the GM as their proxy. If any other person is appointed as proxy, they may not be permitted to attend the GM in person due to the UK Government's restrictions in response to the COVID-19 pandemic. If you wish to appoint a person other than the Chair of the GM, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on telephone number 0371 384 2046 or from overseas on telephone number +44 (0)121 415 7050. Telephone lines are open from 8.30am to 5.30pm, Monday to Friday. Alternatively, you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the appropriate box if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. If you wish your proxy to cast your votes 'For' or 'Against' a resolution you may insert an 'x' in the appropriate box. If you do not wish your proxy to vote on the resolution, insert an 'x' in the 'Vote Withheld' box. The 'Vote Withheld' option overleaf is provided to enable you to abstain on the resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you do not indicate how your proxy is to vote, you will be deemed to have authorised your proxy to vote or withhold your vote as your proxy thinks fit. Your proxy will also be entitled to vote at their discretion on any resolution properly put to the GM.
• 1. Entitlement to attend and vote at the GM, and the number of votes which may be cast at the GM, will be determined by reference to the Register of Members of the Company at 6.30pm (UK time) on 25 May 2021 or, if the GM is adjourned, 6.30pm on the date two business days prior to the adjourned GM (as the case may be). In

each case, changes to the Register of Members after such time will be disregarded.

• 1. You may, if you so wish, register the appointment of a proxy or proxies electronically by any of the following electronic methods:
• (A) By logging onto www.sharevote.co.uk using your Personal Authentication Reference Number (this is the series of 25 numbers being each of the Voting ID, Task ID and Shareholder Reference Number printed on the reverse). Full details of the procedures are given on the website.

Alternatively, if you have already registered with the Registrar's online portfolio service, Shareview, you can submit your proxy electronically by logging onto your portfolio at www.shareview.co.uk using your user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote and then follow the instructions on the screen. Electronic proxy appointments using these methods must be received by the Registrar no later than 1.00pm (UK time) on 25 May 2021 (or, in the event of any adjournment, so as to be received no later than 48 hours, excluding nonworking days, before the time appointed for the GM). A Form of Proxy lodged in this way will be invalid unless it is lodged at the address specified on Equiniti's website detailed above.

(B) By giving an instruction to a proxy (whether previously appointed or otherwise) via the CREST system. CREST messages must be received by the issuer's agent (ID RA19) not later than 1.00pm (UK time) on 25 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.

The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. A corporation must execute this Form of Proxy under its common seal or under the hand of an authorised officer or attorney.
• 1. Voting at the GM will be by way of a poll using a voting card facilitated by the Registrar.
• 1. The details overleaf show how your address appears on the Register of Members. If this information is incorrect please phone the Registrar's helpline on telephone number 0371 384 2046 or from overseas on telephone number +44 (0)121 415 7050. Telephone lines are open from 8.30am to 5.30pm, Monday to Friday to request a change of address form.

The completed Form of Proxy and any photocopies, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, must be completed and returned so as to be received by the Registrar, Equiniti of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, to arrive no later than 1.00pm (UK time) on 25 May 2021.