Director/PDMR Shareholding

Pendragon PLC (“the Company”)

Notification of Transactions by Persons Discharging Managerial Responsibilities (“PDMRs”) & Vesting of 2014 LTIP

The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).

Vesting of 2014 LTIP

The Company was notified on the 21 March 2017 that the following executive directors have received Shares following the vesting of conditional share awards at nil cost on 20 March 2017.  The awards were made to executive directors on 20 March 2014, under the Company’s Long Term Incentive Plan (“LTIP”) and have vested by operation of the conditional award and vesting process.  The Shares will be retained for a minimum period of six months from vesting.  The executive directors retained all vested Shares (net of any sold to discharge tax liabilities arising on vesting) as detailed in the following table:-

Director	Nature of Transaction	Shares Vested	Date Vested & Date sold	Shares Sold (including those sold to discharge tax liability)	Price sold at:	Shares retained by Director or connected person	Beneficial holding following LTIP vesting	Beneficial Holding following LTIP vesting as a % of issued share capital
T G Finn	Vesting of 2014 LTIP	2,411,353	20.03.17	0	n/a	2,411,353	20,627,976	1.44%
M S Casha	Vesting of 2014 LTIP	1,448,820	20.03.17	683,341	£0.3421	765,479	9,559,780	0.67%
T P Holden	Vesting of 2014 LTIP	1,148,838	20.03.17	541,854	£0.3421	606,984	2,131,331	0.15%

Notification of Deal Forms of each PDMR/PCA can be found below.

1.	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Trevor Finn
2.	Reason for notification
a)	Position/Status	Chief Executive
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction	Vesting of conditional share awards at nil cost
c)	Price(s) and volume(s)	Price(s) Volume(s)  n/a 2,411,353
d)	Aggregated Information	n/a
e)	Date of transaction	20 March 2017
f)	Place of transaction	London Stock Exchange (XLON)

1.	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Martin Casha
2.	Reason for notification
a)	Position/Status	Chief Operating Officer
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction	Vesting of conditional share awards at nil cost
c)	Price(s) and volume(s)	Price(s) Volume(s) n/a 1,448,820
d)	Aggregated Information	n/a
e)	Date of transaction	20 March 2017
f)	Place of transaction	London Stock Exchange (XLON)

1.	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Martin Casha
2.	Reason for notification
a)	Position/Status	Chief Operating Officer
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction	Sale of shares following the vesting of conditional shares at nil cost
c)	Price(s) and volume(s)	Price(s) Volume(s)  Â£0.3421 683,341
d)	Aggregated Information	Aggregate Price Aggregate Volume Aggregate Total  Â£0.3421 683,341 £233,770.96
e)	Date of transaction	20 March 2017
f)	Place of transaction	London Stock Exchange (XLON)

1.	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Tim Holden
2.	Reason for notification
a)	Position/Status	Finance Director
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction	Vesting of conditional share awards at nil cost
c)	Price(s) and volume(s)	Price(s) Volume(s)  n/a 1,148,838
d)	Aggregated Information	n/a
e)	Date of transaction	20 March 2017
f)	Place of transaction	London Stock Exchange (XLON)

1.	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Tim Holden
2.	Reason for notification
a)	Position/Status	Finance Director
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction	Sale of shares following the vesting of conditional shares at nil cost
c)	Price(s) and volume(s)	Price(s) Volume(s)  Â£0.3421 541,854
d)	Aggregated Information	Aggregate Price Aggregate Volume Aggregate Total £0.3421 541,854 £185,368.25
e)	Date of transaction	20 March 2017
f)	Place of transaction	London Stock Exchange (XLON)

Directors’ Transaction

Director or Person Closely Associated (PCA)	Nature of Transaction	Date Transferred	Shares Disposed or Acquired	Price per share or value of transaction:	Holding following transfer on 20.03.17:	Holding following transfer as a % of issued share capital on 20.03.17:
T P Holden	Off-market disposal of beneficial interest (inter-spouse transfer)	20.03.17	367,635	£nil	686,984	0.05%
J Holden (PCA)	Off market acquisition of beneficial interest (inter-spouse transfer)	20.03.17	367,635	£nil	1,444,347	0.10%

Following the vesting of the 2014 LTIP and the further directors’ transactions, the executive directors’ respective beneficial holdings in the Shares is as follows:-

Director	Beneficial Holding	Beneficial Holding as a % of share capital
T G Finn	20,627,976	1.44%
M S Casha	9,559,780	0.67%
T P Holden	2,131,331	0.15%

RICHARD MALONEY

COMPANY SECRETARY

21 MARCH 2017

Enquiries:                     Pendragon PLC                         Trevor Finn                  Tel: [phone]

Tim Holden     

                                    RLM Finsbury                          Gordon Simpson           Tel: [phone]

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