Director/PDMR Shareholding

07 March 2016

Pendragon PLC (“the Company”)

                                                        Conditional awards for 2016 under the Pendragon Long Term Incentive Plan (“LTIP”)

Performance Awards under the LTIP were granted on 07 March 2016 to the executive directors listed below:-

Director	Number of performance awards
T G Finn	1,931,250
M S Casha	1,218,375
T P Holden	920,104
H C Sykes	536,458

Vesting of the Performance Awards under the LTIP is subject to the satisfaction of performance conditions based on achieving defined earnings per share targets measured from the 2015 earnings per share result over a three year performance period, and subject to an underpin of creating absolute total shareholder value:-

Annual EPS Growth (three year performance period)	Vesting Percentage:
Less than RPI +4%	0%
RPI + 4%	25%
RPI + 10%	100%
Straight line vesting between performance points

If the performance condition is not satisfied, none of the LTIP award shares will vest.

Following the award of the above Performance Awards, the executive directors’ respective beneficial holdings in Pendragon PLC ordinary shares remains unchanged, and are as detailed below:-

Director	Number of Shares	Percentage of issued capital
T G Finn	15,482,988	1.06%
M S Casha	7,135,869	0.49%
H C Sykes	2,282,612	0.16%
T P Holden	1,127,015	0.08%

This announcement is intended to satisfy obligations under the Disclosure and Transparency Rules 3.1.4R(1).

HILARY C SYKES

07 MARCH 2016

Enquiries:                   

Pendragon PLC                                   
Trevor Finn                  Tel: [phone]
Tim Holden  

RLM Finsbury                                         
Gordon Simpson          Tel: [phone]

                                                                                                -ENDS-