Director/PDMR Shareholding

Pendragon PLC (“the Company”)

Notification of Transactions by Persons Discharging Managerial Responsibilities (“PDMRs”)

Awards under the Pendragon Value Creation Plan (“VCP”)

Following approval of the Pendragon Value Creation Plan at the Annual General Meeting on 27 April 2017 the Company has today made awards under the Pendragon Value Creation Plan to the directors of the Company listed below.

Under the awards, participants will be granted a nil cost option over such number of shares that deliver a share in 10% of the value created for shareholders over four years (to 31 December 2020) above a threshold return level of 10% p.a. compound above the starting price of 30.16p, being the average share price for the three months preceding the start of the 2017 financial year.  Any awards which vest after the four year period will be subject to a further one year holding period.

Full details of the Pendragon Value Creation Plan are available in the Company’s 2016 Annual Report available on the Company’s website (www.pendragonplc.com).

The number of shares under the nil cost option will be determined at the end of four years and will be calculated at that time by reference to the director’s percentage entitlement to the growth in value below.

Director	Position	Percentage entitlement of 10% pool	Percentage entitlement of growth in value
Trevor Finn	Chief Executive	30%	3%
Martin Casha	Chief Operating Officer	20%	2%
Tim Holden	Finance Director	10%	1%

Notification of Deal Forms of each PDMR 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 in the capital of Pendragon PLC ISIN: GB00B1JQBT10
b)	Nature of transaction	Grant of options under the Pendragon Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s)  Nil payable on grant Such number of shares as equals 3% of the growth in value above a 10% CAGR over 4 years to 31 December 2020
d)	Aggregated Information	n/a
e)	Date of transaction	26 May 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 in the capital of Pendragon PLC ISIN: GB00B1JQBT10
b)	Nature of transaction	Grant of options under the Pendragon Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil payable on grant Such number of shares as equals 2% of the growth in value above a 10% CAGR over 4 years to 31 December 2020
d)	Aggregated Information	n/a
e)	Date of transaction	26 May 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 in the capital of Pendragon PLC ISIN: GB00B1JQBT10
b)	Nature of transaction	Grant of options under the Pendragon Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil payable on grant Such number of shares as equals 1% of the growth in value above a 10% CAGR over 4 years to 31 December 2020
d)	Aggregated Information	n/a
e)	Date of transaction	26 May 2017
f)	Place of transaction	London Stock Exchange (XLON)

RICHARD MALONEY

COMPANY SECRETARY

26 MAY 2017

Enquiries:                            Pendragon PLC                                  Trevor Finn                         Tel: [phone]

Tim Holden        

                                                RLM Finsbury                                     Gordon Simpson              Tel: [phone]

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