Holding(s) in Company

For filings with the FCA 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                                      
of existing shares to which voting rights are                              Pendragon PLC
attached:ii                                                                             
                                                                                        
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                                 Schroders plc  
notification obligation:iii                                                             
                                                                                        
4. Full name of shareholder(s)                                                          
 (if different from 3.):iv                                                              
                                                                                        
5. Date of the transaction and date on                                                  
which the threshold is crossed or                                          19.05.15     
reached: v                                                                              
                                                                                        
6. Date on which issuer notified:                                          20.05.15     
                                                                                        
7. Threshold(s) that is/are crossed or                                     11% - 10%    
reached: vi, vii                                                                        
                                                                                        


 

8. Notified details:                                                                       
                                                                                           
A: Voting rights attached to shares viii, ix                                               
                                                                                           
Class/type   Situation previous           Resulting situation after the triggering         
of           to the triggering            transaction                                      
shares       transaction                                                                   
                                                                                           
             Number           Number      Number      Number of voting   % of  voting      
if possible  of               of          of shares   rights             rights x          
using        Shares           Voting                                                       
the ISIN                      Rights      Direct      Direct Indirect    Direct Indirect   
CODE                                                  xi     xii                           
                                                                                           
Ordinary                                                                                   
               210,315,862    168,690,734 190,712,674  N/A   151,991,882  N/A     10.408%  
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 price  Expiration Exercise/    Number of voting     % of voting     
financial                     date xvii  Conversion   rights instrument    rights xix, xx  
instrument                               period xviii refers to                            
                                                                                           
                                                                                           
                                                                                           
                                                                           Nominal Delta     
CFD           N/A             N/A        N/A               4,098,616                       
                                                                           0.281% 1         
                                                                                           
                                                                                           
                                                                                           
Total (A+B+C)                                                                              
                                                                                           
Number of voting rights                          Percentage of voting rights               
                                                                                           
                  156,090,498                                     10.689%                  
                                                                                           


 

9. Chain of controlled undertakings through which the voting rights and/or the          
financial instruments are effectively held, if applicable: xxi                          
                                                                                        
                                                                                        
                                                                                        
Schroders Investment Management Limited     156,090,498          10.689%                
                                                                                        
                                                                                        
                                                                                        
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:                                                                          
                                                                                        
                                                                                        
                                                                                        
                              The shares referred to in section 9 are held in portfolios
13. Additional information:   managed by those firms on a discretionary basis for       
                              clients under investment management agreements.           
                                                                                        
14. Contact name:                                                        Richard Maloney
                                                                                        
15. Contact telephone number:                                               01623 725119
                                                                                        


 

Note: Annex should only be submitted to the FCA not the issuer                          
                                                                                        
Annex: Notification of major interests in sharesxxii                                    
                                                                                        
                                                                                        
                                                                                        
A: Identity of the persons or legal entity subject to the notification                  
obligation                                                                              
                                                                                        
Full name                                                                               
                                                                                        
(including legal form of legal entities)                                                
                                                                                        
                                                                                        
                                                                                        
Contact address                                                                         
                                                                                        
(registered office for legal entities)                                                  
                                                                                        
                                                                                        
                                                                                        
Phone number & email                                                                    
                                                                                        
                                                                                        
                                                                                        
Other useful information                                                                
                                                                                        
(at least legal representative for legal persons)                                       
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
B: Identity of the notifier, if applicable                                              
                                                                                        
Full name                                                                               
                                                                                        
                                                                                        
                                                                                        
Contact address                                                                         
                                                                                        
                                                                                        
                                                                                        
Phone number & email                                                                    
                                                                                        
                                                                                        
                                                                                        
Other useful information                                                                
                                                                                        
(e.g. functional relationship with the person or legal entity subject to the            
notification obligation)                                                                
                                                                                        
                                                                                        
                                                                                        
C: Additional information                                                               
                                                                                        
                                                                                        
                                                                                        
For notes on how to complete form TR-1 please see the FCA website.