Holding(s) in Company

For filings with the FSA include the annex                                              
                                                                                        
For filings with issuer exclude the annex                                               
                                                                                        
                                                                                        
                                                                                        
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi                                         
                                                                                        
                                                                                        
                                                                                        
1. Identity of the issuer or the underlying issuer                     Pendragon plc    
of existing shares to which voting rights are                                           
attached:ii                                                            Ord GBP 0.05     
                                                                                        
2 Reason for the notification (please tick the appropriate box or boxes):               
                                                                                        
An acquisition or disposal of voting rights                                            X
                                                                                        
An acquisition or disposal of qualifying financial instruments which may result         
in the acquisition of shares already issued to which voting rights are attached         
                                                                                        
An acquisition or disposal of instruments with similar economic effect to               
qualifying financial instruments                                                        
                                                                                        
An event changing the breakdown of voting rights                                        
                                                                                        
Other (please specify):                                                                 
                                                                                        
3. Full name of person(s) subject to the          The Royal Bank of Scotland Group plc  
notification obligation:iii                                                             
                                                                                        
4. Full name of shareholder(s)                       The Royal Bank of Scotland N.V.    
 (if different from 3.):iv                                                              
                                                                                        
5. Date of the transaction and date on                                                  
which the threshold is crossed or                               07/09/11                
reached: v                                                                              
                                                                                        
6. Date on which issuer notified:                               09/09/11                
                                                                                        
7. Threshold(s) that is/are crossed or                             3%                   
reached: vi, vii                                                                        
                                                                                        

 
8. Notified details:                                                                         
                                                                                             
A: Voting rights attached to shares viii, ix                                                 
                                                                                             
Class/type   Situation     Resulting situation after the triggering transaction              
of           previous                                                                        
shares       to the                                                                          
             triggering                                                                      
             transaction                                                                     
if possible                                                                                  
using        Number        Number      Number      Number of voting         % of  voting     
the ISIN     of            of          of shares   rights                   rights x         
CODE         Shares        Voting                                                            
                           Rights      Direct      Direct xi  Indirect xii  Direct   Indirect
                                                                                             
Ord GBP 0.05                                                                                 
                                                                                             
             44,394,437    44,394,437  35,032,931  35,032,931               2.47%            
                                                                                             
GB00B1JQBT10                                                                                 
                                                                                             
                                                                                             
                                                                                             
B: Qualifying Financial Instruments                                                          
                                                                                             
Resulting situation after the triggering transaction                                         
                                                                                             
Type of       Expiration    Exercise/             Number of voting         % of voting       
financial     date xiii     Conversion Period xiv rights that may be       rights            
instrument                                        acquired if the                            
                                                  instrument is                              
                                                  exercised/ converted.                      
                                                                                             
                                                                                             
                                                                                             
                                                                                             
                                                                                             
C: Financial Instruments with similar economic effect to Qualifying Financial                
Instruments xv, xvi                                                                          
                                                                                             
Resulting situation after the triggering transaction                                         
                                                                                             
Type of      Exercise Expiration  Exercise/      Number of voting      % of voting rights    
financial    price    date xvii   Conversion     rights instrument     xix, xx               
instrument                        period xviii   refers to                                   
                                                                                             
                                                                                             
                                                                                             
                                                                                             
                                  May be         7,151,065             Nominal Delta         
Warrants     5p       30/04/2014  exercised at                                               
                                  any time                                                   
                                                                       0.50%                 
                                                                                             
                                                                                             
                                                                                             
Total (A+B+C)                                                                                
                                                                                             
Number of voting rights                    Percentage of voting rights                       
                                                                                             
42,183,996                                 2.97%                                             
                                                                                             


 

9. Chain of controlled undertakings through which the voting rights and/or the          
financial instruments are effectively held, if applicable: xxi                          
                                                                                        
                                                                                        
                                                                                        
The Royal Bank of Scotland Group plc (2.97%)                                            
                                                                                        
RFS Holdings B.V. (2.47%)                                                               
                                                                                        
RBS Holdings N.V. (2.47%)                                                               
                                                                                        
The Royal Bank of Scotland N.V. (2.47%)                                                 
                                                                                        
The Royal Bank of Scotland plc (0.50%)                                                  
                                                                                        
West Register (Investments) Ltd (0.50%)                                                 
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
Proxy Voting:                                                                           
                                                                                        
10. Name of the proxy holder:                                                           
                                                                                        
11. Number of voting rights proxy holder will cease                                     
to hold:                                                                                
                                                                                        
12. Date on which proxy holder will cease to hold                                       
voting rights:                                                                          
                                                                                        
                                                                                        
                                                                                        
                                                                                        
13. Additional information:                                                             
                                                                                        
14. Contact name:                       Richard Maloney, Group Legal Advisor (Corporate)
                                                                                        
15. Contact telephone number:            01623 725 119