Director/PDMR Shareholding

30 MARCH 2016

Pendragon PLC (“the Company”)

Notification of Transactions of Directors and Connected Persons & Vesting of 2013 LTIP

In accordance with DTR 3.1.2R and section 793 of the Companies Act 2006, the Company announces that the following transactions took place in London over ordinary shares of 5 pence each in the Company (“Shares”):-

Director’s Transaction

The Company was notified on 30 March 2016 of the following director’s transaction:-

Director or connected person	Nature of Transaction	Date Transferred	Shares Disposed or Acquired	Price per share or value of transaction:	Holding following transfer on 26.03.16:	Holding following transfer as a % of issued share capital on 26.03.16:
T P Holden	Off-market disposal of beneficial interest (inter-spouse transfer)	26.03.16	1,076,712	£nil	50,303	0.003%
J Holden (connected person)	Off market acquisition of beneficial interest (inter-spouse transfer)	26.03.16	1,076,712	£nil	1,076,712	0.07%

Vesting of 2013 LTIP

In addition to the above Director’s transaction, the Company was notified on 30 March 2016 that each of the following executive directors have received Shares following the vesting of conditional share awards at nil cost on 29 March 2016.  The awards were made to executive directors on 25 March 2013, under the Company’s Long Term Incentive Plan (“LTIP”) and have vested by operation of the conditional award and vesting process. The executive directors sold or retained vested Shares as detailed in the following table:-

Director	Nature of Transaction	Shares Vested	Date Vested & Date sold	Shares Sold	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 2013 LTIP	1,736,329	29.03.16	0	n/a	1,736,329	17,219,317	1.18%
M S Casha	Vesting of 2013 LTIP	993,563	29.03.16	0	n/a	993,563	8,129,432	0.56%
H C Sykes	Vesting of 2013 LTIP	482,309	29.03.16	482,309	£0.3534	0	2,282,612	0.16%
T P Holden	Vesting of 2013 LTIP	752,032	29.03.16	354,700	£0.3534	397,332	1,524,347	0.10%

Director’s Transactions

In addition to the above LTIP vesting, the Company was notified on 30 March 2016, that, on the 29 March 2016, the following director’s transaction took place in London over Shares through bed and ISA arrangements:-

Director or connected person	Shares Sold	Average price  sold at:	Shares acquired through personal ISAs or those of connected person:	Average price share acquired at:	Holding, following transaction	Holding as a % of issued share capital following transaction
T P Holden	40,000	£0.3517	40,000	£0.3527	447,635	0.03%
J Holden (connected person)	40,000	£0.3521	40,000	£0.3531	1,076,712	0.07%

Following the vesting of the 2013 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	17,219,317	1.18%
M S Casha	8,129,432	0.56%
H C Sykes	2,282,612	0.16%
T P Holden	1,524,347	0.10%

HILARY C SYKES

30 MARCH 2016

Enquiries:                    Pendragon PLC                                    Trevor Finn                  Tel: [phone]

            Tim Holden  

                                    RLM Finsbury                                         Gordon Simpson          Tel: [phone]

-ENDS-