Result of AGM

Pendragon PLC (“the Company”)

Results of Annual General Meeting

The Annual General Meeting of the Company was held on Thursday 27 April 2017 at 10.30am.  The results of each resolution are set out in the table below. 

Resolution	Votes for	% For (to 2 d.p)	Votes Against	% Against (to 2 d.p)	Votes Withheld
1. To receive the annual accounts and Directors’ and Auditors Reports for year ended 31 December 2016	985,317,899	99.99	941,694	0.1	3,744,414
2. To approve the annual report on directors’ Remuneration, excluding the part containing the Directors’ remuneration policy	966,066,769	98.60	13,757,503	1.4	10,179,935
3. To approve the Directors’ remuneration policy	546,252,498	55.34	440,789,662	44.66	2,691,847
4. To approve the establishment of the Pendragon Value Creation Plan (VCP)	518,694,863	52.55	468,398,636	47.45	2,910,508
5. To declare a final dividend of 0.75 pence per ordinary share	987,246,336	99.99	45,925	0.01	2,711,746
6. To re-elect Mr M S Casha as a director	982,877,141	99.56	4,356,520	0.44	2,770,346
7. To re-elect Mr J S King as a director	951,364,568	96.37	35,869,093	3.63	2,770,346
8. To appoint KPMG LLP as auditors of the Company	952,868,863	96.52	34,308,836	3.48	2,826,308
9. To authorise directors to determine remuneration of the auditors	980,075,372	99.28	7,074,650	0.72	2,826,308
10. To authorise the Directors to allot shares in the Company	980,388,165	99.36	6,326,878	0.64	3,288,964
11. To authorise the directors to call a general meeting on not less than 14 clear days’ notice	961,998,882	97.44	25,289,884	2.56	2,715,241
12. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment	986,904,037	99.97	295,164	0.03	2,804,806
13. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months	985,390,575	99.82	1,790,626	0.18	2,822,806
14. To authorise the Company to make market purchases of its shares	979,911,063	99.28	7,101,067	0.72	2,991,876

All resolutions were passed.  Resolutions 11 to 14 were passed as special resolutions.

Chris Chambers, Chairman of the Remuneration Committee commented as follows on the outcome of resolutions 3 and 4:

“We note that shareholders approved our new remuneration policy and value creation plan.  The Board believes that this new policy, and the VCP is fundamental in supporting the delivery of our strategy, rewarding both the executives and senior management group driving its successful delivery, on its maturity in four years’ time.  The IMS issued today demonstrates that management are already making significant progress in the implementation of the strategy”. 

RICHARD MALONEY

COMPANY SECRETARY

27 APRIL 2017

Enquiries:      Finsbury                      Philip Walters                 Tel: [phone]

Pendragon PLC                                                                           Tel: [phone]

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