Result of AGM

Pendragon PLC (“the Company”)

Results of Annual General Meeting

The Annual General Meeting of the Company was held on Wednesday 02 May 2018 at 10.30am.  The results of each resolution are set out in the table below. 

Resolution	Votes for	% For (to 2 d.p)	Votes Against	% Against (to 2 d.p)	Votes Withheld
1. To receive the annual accounts and Directors’ and Auditors Reports for year ended 31 December 2017	902,130,042	99.97	252,407	0.03	2,150
2. To approve the annual report on directors’ Remuneration for year ended 31 December 2017	739,947,663	82.88	152,840,583	17.12	9,596,353
3. To declare a final dividend of 0.80 pence per ordinary share	902,320,449	100	0	0.00	64,450
4. To re-elect Mr T G Finn as a director	896,342,929	99.38	5,570,767	0.62	471,203
5. To re-elect Mr C M Chambers as a director	660,806,731	74.06	231,442,597	25.94	10,135,571
6. To elect Mr M D Wright as a director	901,261,324	99.95	419,685	0.05	703,890
7. To appoint KPMG LLP as auditors of the Company	861,232,550	95.45	41,081,195	4.55	71,154
8. To authorise directors to determine remuneration of the auditors	900,970,773	99.86	1,219,382	0.14	194,744
9. To authorise the Directors to allot shares in the Company	899,053,264	99.68	2,866,354	0.32	465,281
10. To authorise the directors to call a general meeting on not less than 14 clear days’ notice	880,242,417	97.55	22,094,106	2.45	48,376
11. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment	901,239,611	99.91	788,138	0.09	357,150
12. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months	885,931,010	98.22	16,094,614	1.78	359,275
13. To authorise the Company to make market purchases of its shares	901,645,896	99.96	332,350	0.04	406,653

All resolutions were passed.  Resolutions 10 to 13 were passed as special resolutions.

RICHARD MALONEY

COMPANY SECRETARY

02 MAY 2018

Enquiries:                           Pendragon PLC                                 Trevor Finn                         Tel: [phone]

Tim Holden       

                                                RLM Finsbury                                     Gordon Simpson              Tel: [phone]

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