Director/PDMR Shareholding

5 March 2012

                         Pendragon PLC ("the Company")                         

Investments in LTIP and acquisition of ordinary shares

Following transactions occurring on 5 March 2012, the following directors have
notified the Company that, for the purposes of the Company's Long Term
Incentive Plan ("LTIP") 2012 award, the following nominations of Investment
Shares have been made, representing, in each case, a value equivalent to their
total net bonus for 2011. The number of Pendragon ordinary shares of 5 pence
each becoming Investment Shares as a result of these nominations is as follows:
-

Director            Number of           Percentage of       Share price per    
                    Investment Shares   issued              share at the time  
                                        capital             of nomination                                
                                                                               
T G Finn            1,217,067           0.0857%             £0.1371            
                                                                               
M S Casha           676,148             0.0476%             £0.1371            
                                                                               
H C Sykes           338,076             0.0238%             £0.1371            

The shares remain part of the individual directors' existing holdings and have
been nominated as Investment Shares, dedicated to the LTIP for the purposes of
the 2012 matching award.

The following director has notified the Company of his acquisition on 5 March
2012 of Pendragon ordinary shares as follows:-

Director            Number of Shares    Percentage of       Price per share    
                    acquired            issued                                 
                                        capital                                
                                                                               
T P Holden          479,212             0.0338%             £0.1371            

These represent the total net bonus earned by Mr Holden for 2011, and become
Investment Shares for the purposes of the LTIP.

The executive directors' respective beneficial holdings in Pendragon ordinary
shares are detailed below:-

Director          Number of Shares    Percentage of issued  Percentage of      
                                      capital before        issued capital     
                                      transaction           after transaction  
                                                                               
T G Finn          34,317,691          2.417%                2.417%             
                                                                               
M S Casha         7,135,869           0.50 %                0.50 %             
                                                                               
T P Holden        637,500             0.0449%               0.0787 %           
                                                                               
H C Sykes         2,694,181           0.19%                 0.19%              

This announcement is intended to satisfy obligations under the Disclosure and
Transparency Rules 3.1.4R(1).

Conditional awards for 2012 under the Pendragon Long Term Incentive Plan
("LTIP")

The 2012 matching and performance awards under the LTIP were granted on 5 March
2012 to the executive directors listed below:-

Director                  Number of matching awards  Number of performance     
                                                     awards                    
                                                                               
T G Finn                  2,574,998                  3,433,333                 
                                                                               
M S Casha                 1,430,553                  1,907,407                 
                                                                               
T P Holden                1,013,888                  1,351,851                 
                                                                               
H C Sykes                 715,281                    953,703                   

Matching share awards are an award over a fixed number of ordinary shares that
matches (based on the gross amount a director would have invested were it not
for the deduction of tax and employee national insurance contributions) the
number of ordinary shares that the director has chosen to invest or nominate as
Investment Shares for the purposes of the LTIP, using his annual bonus for
2011.

Vesting of the matching and performance awards under the LTIP is subject to the
satisfaction of performance conditions based on achieving defined earnings per
share targets over a three year period, as follows:-

2014 Cumulative Adjusted EPS*     Percentage vesting                           
                                                                               
Below 5.08 pence                  Nil                                          
                                                                               
5.08 pence                        60%                                          
                                                                               
6.27 pence                        100%                                         
                                                                               
*Cumulative Adjusted EPS will be calculated by adding together the adjusted EPS
for each of the financial years ending 31 December 2012, 2013 and 2014.        
                                                                               
Straight line vesting between performance points                               

If the performance condition is not satisfied, none of the LTIP award shares
will vest.

HILARY C SYKES

5 MARCH 2012

Enquiries: Pendragon PLC Trevor Finn Tel: [phone]

                         Tim Holden

Finsbury Gordon Simpson Tel: [phone]

                                    -ENDS-