Director/PDMR Shareholding

Pendragon PLC
09 May 2006


                                    ANNOUNCEMENT 

                              Pendragon PLC ('Pendragon')


Pendragon Long Term Incentive Plan 2006


Following approval by shareholders of the introduction of a new Long Term
Incentive Plan ('LTTP') at the Pendragon Annual General Meeting held on 28 April
2006, the 2006 matching awards and performance awards under the LTIP have been
granted on 9 May 2006 to the executive directors listed below. All references to
shares are to Pendragon ordinary shares of 25p each.


Director                         Number of matching        Number of performance
                                 shares awarded               shares awarded

T G Finn                             65,820                          71,804
M S Casha                            32,471                          39,891
D R Forsyth                          25,450                          27,924
H C Sykes                            17,200                          19,945


The vesting of the matching awards and performance awards under the LTIP is
subject to the satisfaction of performance conditions. The performance
conditions reflect the company's performance over a single fixed three year
period ('the performance period')) beginning on the first day of the financial
year in which the awards are granted. For the above grants, the performance
conditions will be based on the company's normalised earnings per share ('EPS')
growth in excess of the retail price index ('RPI'), over the performance period
and the vesting schedule will be:


EPS growth of the company per annum   Percentage of Award that will vest over  
he performance period


less than RPI +4                           0%
RPI + 4%                                   30%
RPI + 10% or more                          100%
Between RPI+4% and RPI + 10%             Between 30% and 100% pro-rata on  a
                                          straight-line basis



In addition, these EPS growth targets will be underpinned by a requirement that
the company's total shareholder return ('TSR') outperforms the FTSE 350 total
return index over the performance period. TSR calculations will be averaged over
a three monthly period prior to both the beginning and the end of the
performance period.


Matching awards are an award over a fixed number of shares that 'matches' the
number of shares that the directors have chosen to purchase using their annual
bonus for 2005. The executive directors have today notified the company that
they have all invested their total net annual bonus for 2005 in Pendragon
shares, in each case at a purchase price of £6.20 per share. The number of
shares acquired is as follows:



Director           Number of shares acquired      Percentage of share
                                                  capital
T G Finn             39,254                         0.03%
MS Casha             19,365                         0.01%
D R Forsyth          15,178                         0.01%
H C Sykes            10,258                        0.008%


Exercise of Share Options


The company has been notified that on the 9th May 2006, the following directors
of the company exercised the following options over Pendragon shares pursuant to
the Pendragon 1999 Approved and Unapproved Executive Share Option Schemes, at
the subscription price of £1.172 per share:-

Director     Number Exercised      Percentage of share
                                   capital

T G Finn         750,00              057%
M S Casha       375,000              0.29%
D R Forsyth       175,000              0.1 3%
H C Sykes       125,000              0.10%



The directors have also notified the company that following these exercises, 
they have today sold the following shares, in each case at a price of £6.20 per 
share:-

Director         Number         Percentage of
                                share capital
T G Finn         750,000             0.57%
M S Casha        375,000             0.29%
D R Forsyth      175,000             0.13%
H C Sykes         25,000            0.02%
 
Following the transactions, the details of which are set out above, the 
executive directors' respective holdings of Pendragon shares are as follows:-

Director               Total held               Percentage of share capital
T G Finn               2,942,381                        2.24%
M S Casha                843,202                        0.64%
D R Forsyth              316,480                        0.24%
H C Sykes                323,585                        0.25%


This announcement is intended to satisfy obligations both under section 329 of 
the Companies Act 1985 and the Disclosure Rules 3,1.4R (1).

HILARY C SYKES
9 May 2006     


Enquiries:-Pendragon PLC


Hilary Sykes, Company Secretary         Tel: [phone]


Finsbury Group
(Public relations adviser to Pendragon)


Gordon Simpson                          Tel: [phone]








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