Firstgroup Regulatory News (FGP)

TR-1 (i) NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Identity of the issuer or the underlying issuer of existing shares to whichvoting rights are attached: FirstGroup plc 2. Reason for the notification State Yes/No An acquisition or disposal of voting rights Yes An acquisition or disposal of financial instruments which mayresult in theacquisition of shares already issued to which voting rights areattached An acquisition or disposal of instruments with similar economiceffect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify): 3. Full name of person(s) subject to the notification Franklin Mutualobligation (iii): Advisers, LLC 4. Full name of shareholder(s) (if different from 3.) JPMorgan Chase Bank,(iv): N.A., London Bank of New York, London 5. Date of the transaction (and date on which the 17 September 2014threshold is crossedor reached if different) (v): 6. Date on which issuer notified: 18 September 2014 7. Threshold(s) that is/are crossed or reached: Below 5% 8. Notified details: A: Voting rights attached to shares Class/type of Situation Resulting situation shares previous to the after the triggering if possible Triggering transactionusing the ISIN transaction CODE Number Number Number Number of voting % of voting of of of rights rights Shares Voting shares Rights Direct Direct Indirect Direct Indirect ORD GBP .05 60,595,200 60,595,200 Below GB0003452173 5% B: Financial Instruments Resulting situation after the triggering transaction Type of Expiration Exercise/ Number of voting % of voting financial date Conversion rights that may be rights instrument Period/ Date acquired if the instrument is exercised/ converted C: Financial Instruments with similar economic effect to Qualifying FinancialInstruments Resulting situation after triggering transaction Type of Exercise Expiration Exercise/ Number of % of votingfinancial date Conversion voting rightsinstrument price Period/ Date rights that may be acquired if the instrument is exercised/ converted Nominal Delta Total (A+B+C) Number of voting rights % of voting rights Below 5% 9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments areeffectively held, if applicable: Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will ceaseto hold: 12. Date on which proxy holder will cease to holdvoting rights: 13. Additional information: 14. Contact name: Lori A. Weber Assistant Secretary Franklin Resources, Inc. 15. Contact telephone number: 954-847-2283 Annex Notification Of Major Interests In Shares (xvi) A: Identity of the person or legal entity subject tothenotification obligation Full name (including legal form forlegal entities) Contact address (registered office forlegal entities) Phone number Other useful information (at least legalrepresentative for legal persons) B: Identity of the notifier, if applicable (xvii) Full name Contact address Phone number Other useful information (e.g. functionalrelationshipwith the person or legal entity subject to thenotificationobligation) C: Additional information Notes i. This form is to be sent to the issuer or underlying issuer and to be filedwith the competent authority. ii. Either the full name of the legal entity or another method for identifyingthe issuer or underlying issuer, provided it is reliable and accurate. iii. This should be the full name of (a) the shareholder; (b) the personacquiring, disposing of or exercising voting rights in the cases provided forin DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to inDTR5.2.1 (a), or (d) the direct or indirect holder of financial instrumentsentitled to acquire shares already issued to which voting rights are attached,as appropriate. In relation to the transactions referred to in points DTR5.2.1 (b) to (h), thefollowing list is provided as indication of the persons who should bementioned: - in the circumstances foreseen in DTR5.2.1 (b), the person that acquires thevoting rights and is entitled to exercise them under the agreement and thenatural person or legal entity who is transferring temporarily forconsideration the voting rights; - in the circumstances foreseen in DTR 5.2.1 (c), the person holding thecollateral, provided the person or entity controls the voting rights anddeclares its intention of exercising them, and person lodging the collateralunder these conditions; - in the circumstances foreseen in DTR5.2.1(d), the person who has a lifeinterest in shares if that person is entitled to exercise the voting rightsattached to the shares and the person who is disposing of the voting rightswhen the life interest is created; - in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking and,provided it has a notification duty at an individual level under DTR 5.1, underDTR5.2.1 (a) to (d) or under a combination of any of those situations, thecontrolled undertaking; - in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of theshares, if he can exercise the voting rights attached to the shares depositedwith him at his discretion, and the depositor of the shares allowing thedeposit taker to exercise the voting rights at his discretion; - in the circumstances foreseen in DTR5.2.1 (g), the person that controls thevoting rights; - in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he canexercise the voting rights at his discretion, and the shareholder who has givenhis proxy to the proxy holder allowing the latter to exercise the voting rightsat his discretion. iv. Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This shouldbe the full name of the shareholder or holder of financial instruments who isthe counterparty to the natural person or legal entity referred to in DTR5.2. v. The date of the transaction should normally be, in the case of an onexchange transaction, the date on which the matching of orders occurs; in thecase of an off exchange transaction, date of the entering into an agreement. The date on which threshold is crossed should normally be the date on which theacquisition, disposal or possibility to exercise voting rights takes effect(see DTR 5.1.1R (3)). For passive crossings, the date when the corporate eventtook effect. [DEL::DEL] These dates will usually be the same unless the transaction is subject to acondition beyond the control of the parties. vi. Please refer to the situation disclosed in the previous notification, Incase the situation previous to the triggering transaction was below 3%, pleasestate `below 3%'. vii. If the holding has fallen below the minimum threshold , the notifyingparty should not be obliged to disclose the extent of the holding, only thatthe new holding is less than 3%. For the case provided for in DTR5.2.1(a), there should be no disclosure ofindividual holdings per party to the agreement unless a party individuallycrosses or reaches an Article 9 threshold. This applies upon entering into,introducing changes to or terminating an agreement. viii. Direct and indirect ix In case of combined holdings of shares with voting rights attached `directholding' and voting rights `indirect holdings', please split the voting rightsnumber and percentage into the direct and indirect columns-if there is nocombined holdings, please leave the relevant box blank. x Voting rights attached to shares in respect of which the notifying party is adirect shareholder (DTR 5.1) xi. Voting rights held by the notifying party as an indirect shareholder (DTR5.2.1) xii If the holding has fallen below the minimum threshold, the notifying partyshould not be obliged to disclose the extent of the holding, only that the newholding is below 3%. xiii date of maturity / expiration of the finical instrument i.e. the date whenthe right to acquire shares ends. xiv If the financial instrument has such a period-please specify the period-for example once every three months starting from the [date] xv. The notification should include the name(s) of the controlled undertakingsthrough which the voting rights are held. The notification should also includethe amount of voting rights and the percentage held by each controlledundertaking, insofar as individually the controlled undertaking holds 3% ormore, and insofar as the notification by the parent undertaking is intended tocover the notification obligations of the controlled undertaking. xvi. This annex is only to be filed with the competent authority. xvii. Whenever another person makes the notification on behalf of theshareholder or the natural person/legal entity referred to in DTR5.2 andDTR5.3.