Conditional awards for 2023 under the LTIP

Pendragon PLC

11 July 2023

 

11 July 2023

Pendragon PLC ("the Company")

Conditional awards for 2023 under the Pendragon Long Term Incentive Plan ("LTIP")

The Remuneration Committee (the "Committee") of the Company granted awards in the form of nil cost share options ("Awards") over ordinary shares of the Company of £0.05 each pursuant to the Company's LTIP on 10 July 2023 to the executive directors listed below:-

Director	Number of performance awards
W R Berman	4,632,749
M S Willis	2,548,012

Vesting of the Awards under the LTIP is subject to the satisfaction of certain performance conditions, 70% of which is based on achieving a defined earnings per share target over a 3-year performance period, commencing on 01 January 2023 and measured at year end 2025, with the remaining 30% based on the achievement of certain strategic performance metrics (including the introduction of an ESG metric and diversity metric) aligned to the Company's strategic milestones to be delivered by year end 2025.  The maximum potential opportunity as at grant is equivalent to 150% of base salary.

Financial & ESG Metrics
Performance Condition & Weighting	Threshold (16.66% of Max Potential)	Target (66.66% of Max Potential)	Maximum/Stretch (100% of Max Potential)
EPS Year End 2025 Weighting: 70%	3.6p (Target EPS minus 20%)	4.5p (Target EPS)	5.6p  (Target EPS plus 25%)
ESG Metric Carbon Weighting: 3%	Overall Carbon Emissions Reduction of 4% by 2025 (Target minus 20%) from 2022 YE actual	Overall Carbon Emissions Reduction of 5% by 2025 from 2022 YE actual	Overall Carbon Emissions Reduction of 6.25% by 2025 from 2022 YE actual (Target plus 25%)
ESG Metric Diversity Weighting: 3%	Increase female representation ratio at Board minus 5 levels to 1:6 v 2022 YE headcount	Increase female representation at Board minus 5 levels to 1:5.8 v 2022 YE headcount	Increase female representation ratio at Board minus 5 levels to 1:5 v 2022 YE headcount
Business Strategic Financial Metrics
Strategic Metric: Expand new car representation weighting: 8%	1 new OEM signed and at least one store trading	2 new OEM's signed and at least one store trading in each	3 new OEM's signed and at least one store trading in each
Strategic Metrics: Used Car Weighting: 8%	Deliver year end 2025 Gross Profit of £176m	Deliver year end 2025 Gross Profit of £220m	Deliver year end 2025 Gross Profit of £275m
Strategic Metrics: Pinewood Weighting: 8%	Deliver Operating Profit of £14.2m by year end 2025	Deliver Operating Profit of £17.8m by year end 2025	Deliver Operating Profit of £22.2m  by year end 2025
1.        Vesting achieved in a Straight Line between target points; 2.        Remuneration Committee retains discretion to adjust Gross Profit targets both up and down if market conditions are materially different to those considered at the time of grant. 3.        Award is subject to the operating expenses being in line with the 2024 Board approved budget.  Remuneration Committee retain discretion to adjust the budget for material adverse/positive events; 4.        Award is subject to Capital investment being in line with the 2020 Strategy plan cumulatively to 2025.  Remuneration Committee retain discretion to review Capital expenditure for material changes in manufacturer and other non-discretionary items.

The LTIP Award shares will only vest in the proportion by which the performance conditions are satisfied. The strategic milestones reflect those strategic milestones the Company considers able to achieve by year end 2025.  Delivery against the 2025 strategic milestone performance conditions will be assessed by the Committee at year end; the specific metrics of the strategic milestone targets are considered to be commercially sensitive and are therefore not included here.  More detail on the metrics and achievement against them will be disclosed, once the level of vesting has been determined.

The Committee retains discretion over all elements of the Awards granted and vesting, including the right to effect forfeiture or clawback of the awards for a period of two years following the vesting date and the ability to adjust the number of Award shares vesting, for example if events occur which mean that the formulaic outcome is not an accurate reflection of overall business performance.

The Awards were granted based on a share price of £0.17808 per Ordinary Share, being the average quoted closing mid-market price of the Company's Ordinary Share on the five trading days from 3 July 2023 to 7 July 2023.   The normal vesting date of the LTIP Awards will be 10 July 2026, being the third anniversary of the award date.

Following the grant of the above Awards, the executive directors' respective beneficial holdings in Pendragon PLC ordinary shares remains unchanged as detailed below:-

Director	Number of Shares	Percentage of issued capital
W Berman	1,462,114	0.10
M S Willis	804,163	0.06

The notifications are made in accordance with the requirements of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).

1	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	William Berman
2	Reason for notification
a)	Position/Status	Chief Executive Officer
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code		Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction		Award of conditional LTIP shares as nil cost options
c)	Price(s) and volume(s)		Price(s) Volume(s) £ 0.17808 4,632,749
d)	Aggregated Information		Aggregate Price Aggregate Volume Aggregate Total £0.17808 4,632,749 £825,000
e)	Date of transaction		10 July 2023
f)	Place of transaction		London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Mark Willis
2	Reason for notification
a)	Position/Status	Chief Finance Officer
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code		Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction		Award of conditional LTIP shares as nil cost options
c)	Price(s) and volume(s)		Price(s) Volume(s) £ 0.17808 2,548,012
d)	Aggregated Information		Aggregate Price Aggregate Volume Aggregate Total £ 017808 2,548,012 £453,750
e)	Date of transaction		10 July 2023
f)	Place of transaction		London Stock Exchange (XLON)

RICHARD MALONEY

GROUP GENERAL COUNSEL & COMPANY SECRETARY

11 July 2023

Enquiries:                            Headland                                             Henry Wallers                    Tel: [phone]           

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