Response to Lookers

Pendragon PLC
21 April 2006

Not for release, publication or distribution, in whole or part, in, into or from
                 the United States, Canada, Australia or Japan.


FOR IMMEDIATE RELEASE                                              21 April 2006



                                  FINAL OFFER

                                       by

                 CITIGROUP GLOBAL MARKETS LIMITED ('citigroup')

                                  on behalf of

                          Pendragon plc ('Pendragon')

                                      for

                            LOOKERS PLC ('LOOKERS')





                  POSTING OF CIRCULAR TO LOOKERS SHAREHOLDERS



Pendragon announces that it will today be posting a circular to Lookers
Shareholders (the 'Pendragon Circular') which contains a letter from Sir Nigel
Rudd, the Chairman of Pendragon, as well as a summary of the reasons why
Pendragon believes that its offer for Lookers represents a compelling
opportunity for Lookers Shareholders.

An extract from the Pendragon Circular is included below:

'Dear Sir or Madam

On 6 April 2006, the Board of Pendragon posted a document to the shareholders of
Lookers which detailed the reasons why it believes Pendragon's Offer for Lookers
is a full and fair one and why the Pendragon Board believes it is in your
interests to accept Pendragon's Offer. Since then, the Lookers Board has posted
its defence document which I believe contains a number of optimistic and
unsubstantiated claims.

•        We believe that the three-way combination of Pendragon, Reg Vardy and
Lookers will create substantial value for all shareholders. The Lookers Board's
defence document merely seeks to divert the attention of Lookers Shareholders
away from the merits of what we believe to be an extremely compelling Offer.

As a consequence of Pendragon's current scale, we see scope for considerable and
continuing synergies through the removal of significant parts of Lookers'
central and regional management and leveraging the infrastructure of the
combined Pendragon/Reg Vardy Group. We also believe that additional cost savings
can be generated through reductions in overheads at the Lookers dealership level
as we move from their out-dated decentralised structure to our centralised
approach. Lookers Shareholders will benefit from these synergies as well as from
our recent acquisition of Reg Vardy.

•        Lookers Shareholders should seriously question the achievability of the
profit forecast that Lookers has now produced which predicts adjusted earnings
per share growth nearly five times that of the consensus analyst forecast for
2006.

You have been asked to accept the Lookers profit forecast as an act of faith as
the Lookers Board has provided no clear explanation as to how it expects this
forecast to be achieved. You should ask whether the Lookers Board is taking
short-term actions to meet this forecast at the risk of the group's long-term
prospects. Lookers Shareholders are unlikely to be able to verify this forecast
until this time next year - by which time it may be too late for shareholders to
hold the Lookers Board accountable for advising them to give up an opportunity
to be part of the industry's leading consolidator and to share in the benefits
of the three-way combination of Pendragon, Reg Vardy and Lookers.

•        The Lookers Board has made numerous comments about the risk of
manufacturers terminating their arrangements with Pendragon. We believe this is
simply scaremongering on their part.

In our evaluation of every potential transaction, we explicitly consider whether
certain parts of the acquired businesses may be discontinued. Our evaluation
relates not only to dealerships where we currently do not operate the franchise,
but also to other dealerships and operations that we do not see as being part of
the core business for other reasons. In most cases, we look to either
refranchise the dealership under one of our 33 existing brands or sell the
dealership and reinvest the proceeds into our business. We gave careful
consideration to this Offer for Lookers, including the matters raised by the
Lookers Board regarding franchises being at risk, and concluded that the
transaction would become enhancing to earnings (before exceptionals) during the
first twelve months of ownership after taking into account expected synergies1.

1      This statement should not be interpreted to mean that the earnings per
share of the Enlarged Pendragon Group will necessarily be greater than or equal
to those in prior years.

•        The Pendragon management team has completed and integrated several
large acquisitions and therefore understands the processes and work involved.

Since Pendragon first expressed an interest in acquiring Lookers, the Lookers
Board has claimed that the integration of Lookers would lead to increased risk
for Lookers Shareholders. The Lookers Board has never implemented an integration
of this size; they have never negotiated with manufacturers following an
acquisition on this scale; they have never geared up their balance sheet to make
a major acquisition of this size and then managed the debt down; and they have
never created shareholder value by being able to participate in such a large
scale acquisition.  We have, and we have done all of these things well.

•        The Offer is full and fair.

Pendragon's Offer represents a significant and immediate premium to Lookers'
historical share price. It also compares favourably with the price paid on other
recent deals.

As the deadline for acceptances approaches, I believe that the response to our
proposals from the Lookers Board has focused on trying to convince Lookers
Shareholders of the risks of the Pendragon Offer - risks that we have a proven
track record of managing effectively.

We encourage Lookers Shareholders to participate in a great growth strategy
which I feel certain will continue to deliver superior returns to investors.
Accept the Pendragon Offer now.



Yours faithfully







Sir Nigel Rudd

Chairman





                   THE PENDRAGON OFFER IS A FULL AND FAIR ONE

1.     The Offer Value Represents A Significant And Immediate Premium

The Offer values each Lookers Share at approximately 717 pence.  This is a
substantial premium to any recent Lookers Share price prior to Pendragon's
announcement of a potential Offer for Lookers.

•       93 per cent. to the average Closing Price of 370.7 pence per
        Lookers Share for the twelve months prior to 26 January 20062

•       41 per cent. to the Closing Price of 509.0 pence per Lookers
        Share on 26 January 2006

•       73 per cent. to the Closing Price of 415.5 pence per Lookers
        Share on 15 November 20053

On any of these measures, the Pendragon Offer represents a significant premium
to Lookers' historical share price and Lookers Shareholders have this
opportunity to capture that premium now by accepting this Offer.

2      The day prior to Pendragon's announcement of a possible Offer for Lookers

3      The day prior to Reg Vardy announcing that it was in talks with Pendragon
regarding a possible Offer



2.     The Offer Price Represented A Higher Exit Multiple Than Pendragon's Past
Deals

Pendragon's Offer represents an extremely attractive multiple of adjusted 2005
earnings (which, unlike Lookers' forecast, is a certain figure) and is
consistent with the multiple we paid in our recent acquisition of Reg Vardy. The
Reg Vardy price was established in open competition with Lookers and represented
a full and fair value for Reg Vardy shareholders.
                                                        Offer Price / Earnings
Pendragon / Lookers (as at 4 April 20064)                       19.2x
Pendragon / Reg Vardy                                           19.1x
Pendragon / CD Bramall                                          11.3x



I believe this Offer compares very favourably with other recent deals and
represents full and fair value to Lookers Shareholders.

4      The latest practicable date prior to the publication of the Offer
Document



3.     The Offer Price Represents A Higher Exit Multiple Than Lookers Offered To
Pay For Reg Vardy

The exit multiple that Pendragon is offering for your shares is higher than the
multiple that your Board was willing or able to pay only three months ago in
their failed bid for Reg Vardy. In comparative terms, Reg Vardy was a much lower
geared business than Lookers and therefore, arguably, should command a higher
valuation than Lookers.

Pendragon is able to pay this value for Lookers because of its ability to
extract synergies from the integration of Lookers' dealerships into its existing
infrastructure. We believe that the transaction will become enhancing to
earnings (before exceptionals) during the first twelve months of ownership after
taking into account expected synergies.5

5      This statement should not be interpreted to mean that the earnings per
share of the Enlarged Pendragon Group will necessarily be greater than or equal
to those in prior years.



4.     No One Else Is Offering A Higher Price For Lookers

In a sector which is undergoing consolidation, no other bidders have emerged
since Pendragon announced it was considering an offer for Lookers nearly three
months ago.

The fact that no other offers have emerged reinforces our belief that the
Pendragon Offer is a full and fair one.



5.     The Lookers Profit Forecast Is Risky

The profit forecast of 49 pence per Lookers Share has been made only three
months into the current financial year. This forecast predicts year-on-year
earnings per share growth nearly five times that of the consensus analyst 2006
estimate for Lookers. The Lookers Board have given no indication of how they
intend to meet this forecast. Lookers Shareholders may wonder what short term
actions its management team may need to take to meet this forecast and what
impact these will have on the group's long term prospects.

Lookers Shareholders should ask themselves whether this earnings forecast is
actually achievable and what the impact would be on the Lookers Share price of
not meeting this forecast.



            THE PENDRAGON OFFER IS LOW RISK TO LOOKERS SHAREHOLDERS

1.     Actions By Manufacturers Cannot Impact The Value Of The Business

Within the European Union, the rules that govern the franchising relationship
between retailers like us and motor vehicle manufacturers were fundamentally
changed in 2003 in a way which strengthened the retailers' position. Amongst
other things, we now have the unrestricted right to buy franchises if we already
have a franchise of that particular brand. The rules also protect us from
discrimination at the hands of manufacturers, whether in relation to the supply
of new cars or any other aspect of the retailer/manufacturer relationship. This
means that, in addition to the good working relationships we have with our
manufacturer partners, our franchises are safeguarded by the European Union
rules relating to our industry.

As I have previously stated, we have considered whether certain of the Lookers
dealerships are likely to be discontinued. In the event that some are, we have
the option of refranchising the dealership under another of our 33 existing
brands or sell the dealership and reinvest the proceeds into our business.

On numerous occasions, the Lookers Board has tried to raise concerns about the
actions that manufacturers may take following a successful acquisition by
Pendragon. We believe that these concerns are simply without merit and reflect
their lack of experience with large acquisitions.

2.     The Lookers Acquisition Is Low Risk With Regard To Integration

Consistent with Pendragon's previous acquisitions, we have developed a detailed
plan for the integration of Lookers in conjunction with that of Reg Vardy.
Pendragon's dealership support structure has been developed with the specific
objective of allowing the effective and efficient integration of new
dealerships. In addition, Pendragon is organised along franchise lines and
within that structure, where appropriate, there is also a regional structure.

Combining Pendragon with Lookers should be looked upon as a series of small
integrations created by splitting the Lookers business down into manageable
pieces, normally along franchise lines. These smaller parts of Lookers will be
allocated across a group of highly experienced Pendragon operational managers
and accountants. The integration process is coordinated and monitored by senior
management through a real-time electronic integration task list.

Pendragon's integration systems worked extremely well with CD Bramall which at
the time of its acquisition was a business almost the same size as Pendragon -
in terms of relative sizes, the combination of Lookers plus Reg Vardy with
Pendragon is very similar.



   THE SUCCESS OF PENDRAGON'S STRATEGY HAS BEEN REFLECTED IN OUR PERFORMANCE

1.     Pendragon Has Consistently Outperformed Lookers

Pendragon's operational structure and strategy has delivered significant and
demonstrable outperformance in terms of value creation compared to the returns
that Lookers Shareholders have received. Whilst our approach is ground-breaking,
theirs is outdated. The fact that our strategy works is borne out by our
results:


                                             Pendragon                Lookers
3 Year Total Shareholder Return                448%                     291%
3 Year Compound Annual Dividend Growth          24%                      15%
Rate
3 Year Compound Annual EPS Growth Rate          33%                      25%
2005 Adjusted Operating Profit Margin          3.0%                     2.2%



2.     A Consistent Strategy Is Vital For Management Accountability

Pendragon's stated strategy is to grow its relationships with select
manufacturing partners and to deliver the benefits of increased scale through a
combination of organic growth and further industry consolidation, consistent
with its acquisitions of CD Bramall and Reg Vardy and its Offer for Lookers.

The Board of Lookers has a confused strategy. On the one hand it says that it
wishes to participate in the consolidation of the industry, on the other hand it
says that it wants to return value to shareholders. In order to participate in
consolidation, businesses like Lookers need to have the financial resources to
make acquisitions.

The fact that the Lookers proposed return of capital is conditional on them not
being able to 'secure suitable acquisitions before declaring its next annual
dividend' demonstrates that these two strategies are incompatible. In addition,
we question whether the Lookers Board is confident in its ability to secure
meaningful acquisitions. If it is, why does it need the fall-back of the special
dividend or share buyback?

I believe a company has to be able to communicate a clear, consistent strategy
so that shareholders can judge management's performance and ultimately hold them
accountable if, as a consequence of an ill-conceived strategy, the company does
not achieve its true potential.



3.     Lookers Lacks A Consistent Strategy On Gearing

Lookers' management seems not to have a consistent view on what level of gearing
is appropriate for a motor vehicle retailer. They warn Lookers Shareholders
about the risk of a transaction that will increase to 153 per cent. the gearing
that they are exposed to. However, just three months ago, the Lookers Board was
unanimously recommending that Lookers Shareholders agree to a transaction that
would have increased gearing to over 650 per cent. Lookers Shareholders should
ask whether their board had a change of heart in the meantime or would their
proposed but unsuccessful acquisition of Reg Vardy have exposed their company to
unmanageable levels of gearing.



However, it seems that Lookers Shareholders will have to put up with increased
gearing in any event as the Lookers Board has admitted that it is seeking to
leverage the Lookers asset base in order to provide funds to make further
acquisitions (or return capital if their acquisition strategy fails again) and
pay dividends. Therefore, presumably being exposed to increased gearing is not
such a bad thing after all.



The Lookers Board is now trying to raise concerns about gearing levels that are
less than what they were only recently proposing for their own shareholders.'





Please see Appendix I to this announcement for further information on the
sources and bases of certain statements set out in the extract above.

Responsibility

The directors of Pendragon accept responsibility for the information contained
in this announcement, save that the only responsibility accepted by them in
respect of information in this announcement relating to Lookers and its group,
which has been compiled from public sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the directors of Pendragon (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.



ENQUIRIES
Pendragon PLC                                                 Tel: [phone]
Trevor Finn, Chief Executive

David Forsyth, Finance Director

Citigroup Global Markets Limited                              Tel: [phone]
Philip Robert-Tissot

Sam Small

Chris Zeal (Corporate Broking)

Finsbury Group
Rupert Younger                                                Tel: [phone]

Gordon Simpson



Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Pendragon and no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Citigroup Global Markets Limited or for providing advice in relation
to the Offer.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

The contents of this announcement have been approved, solely for the purposes of
section 21 of the Financial Services and Markets Act 2000, by Citigroup Global
Markets Limited of Citigroup Centre, Canada Square, Canary Wharf, London E14
5LB.

The Offer is not being and will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or telephone)
of interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facility, directly or indirectly from or within the United States, Canada,
Australia or Japan. Accordingly, neither this Announcement nor the Pendragon
Circular nor the Information Memorandum nor the Offer Document nor the Form of
Acceptance is being, and must not be, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the United States of America,
Canada, Australia or Japan. Doing so may render invalid any purported acceptance
of the Offer.  All Lookers Shareholders or other persons, (including nominees,
trustees or custodians) who would or otherwise intend to, or may have a
contractual or legal obligation to, forward this Announcement and/or the
Pendragon Circular and/or the Information Memorandum and/or the Offer Document
and/or the Form of Acceptance to any jurisdiction outside the United Kingdom,
should refrain from doing so and seek appropriate professional advice before
taking any action.

The Offer is not an offer of securities for sale in the United States of America
or in any jurisdiction in which such an offer is unlawful.  The New Pendragon
Shares to be issued in connection with the Offer have not been, nor will they
be, registered under the US Securities Act of 1933, as amended, or under the
securities laws of any state of the United States of America and may not be
offered or sold in the United States of America, absent registration or an
applicable exemption from registration.  No public offering of the securities
will be made in the United States of America.  The relevant clearances have not
been, and will not be, obtained from the securities commission of any province
or territory of Canada; no prospectus or a prospectus equivalent has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments  Commission or the Japanese Ministry of Finance and the New
Pendragon Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities  laws of any state, province,
territory or jurisdiction in Canada, Australia or Japan. Accordingly, Pendragon
Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction outside the United
Kingdom if to do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for the account or
benefit of, a person located in Canada, Australia or Japan.

This Announcement contains a number of forward-looking statements relating to
Pendragon and Lookers with respect to, among others, the following: financial
conditions; results of operation; the businesses of Pendragon and Lookers;
future benefits of the transaction; and management plans and objectives.
Pendragon considers any statements that are not historical facts as '
forward-looking statements'.  They involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested by the
forward-looking statements.  Important factors that could cause actual results
to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Pendragon and Lookers, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the  expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places Pendragon and Lookers do
business are less favourable than expected, and/or conditions in the securities
market are less favourable than expected.  Except as required by the Prospectus
Rules, Listing Rules and Disclosure Rules of the UK Listing Authority, the
London Stock Exchange or applicable law, Pendragon expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in Pendragon's expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.

                                   APPENDIX I

                               SOURCES AND BASES

(a)      Unless otherwise indicated, the statements in this announcement are the
views and beliefs of the directors of Pendragon;

(b)     Unless otherwise indicated, the information in this document is derived
from Lookers' circular to Lookers Shareholders dated 19 April 2006, Lookers'
unaudited first quarter trading update for the three months to 31 March 2006,
Lookers' published audited preliminary results for the year ended 31 December
2005, Lookers' published consolidated annual report and accounts for the years
ended 31 December 2002 to 2004 or from Pendragon's published consolidated annual
report and accounts for the years ended 31 December 2002 to 2005.

(c)      The closing middle market prices of Pendragon Shares and Lookers Shares
have been derived from the Daily Official List.

(d)     Profit Forecast

Lookers has forecast earnings per share of 49 pence in 2006, as sourced from
page 4 of Lookers' circular to Lookers Shareholders dated 19 April 2006. The
analyst consensus earnings estimate in 2006 for Lookers is 40.04 pence as
sourced from the 'Broker Forecast' page in the 'Investor Relations' section of
the Lookers website.

The analyst consensus earnings estimate in 2006 for Lookers of 40.04 pence
divided by 37.7 pence, being Lookers' adjusted earnings per share for the year
ended 31 December 2005, subtracting 1 and multiplying by 100 per cent. (in order
to express solely the increase as a percentage), implies an annual growth rate
of 6.2 per cent. between the 2005 and 2006 financial years. The 2005 adjusted
earnings per share of 37.7 pence is extracted from the 'Consolidated Income
Statement (Summarised)' section of Lookers' audited preliminary results for the
year ended 31 December 2005, and is the earnings per share number stated before
exceptional items, goodwill impairment and amortisation of intangible assets.

Lookers' forecast earnings per share of 49 pence divided by 37.7 pence, implies
an annual growth rate of 30.0 per cent. between the 2005 and 2006 financial
years.

The growth rate implied by Lookers' forecast earnings is therefore 4.8x that
implied by the analyst consensus earnings estimate, as calculated by 30.0 per
cent. divided by 6.2 per cent.

(e)      Premium

Based on the Closing Price of 623.5 pence per Pendragon Share on 20 April 2006,
being the latest practicable date prior to the publication of this announcement,
and the Offer of 1.15 Pendragon Shares for each Lookers Share, the Offer values
each Lookers Share at 717 pence (correct to the nearest whole pence).

The average Closing Price of 370.7 pence per Lookers Share for the year prior to
Pendragon's approach is the average Closing Price for Lookers Shares for the
period from 27 January 2005 to 26 January 2006, being the last business day
prior to the announcement by Pendragon of the terms of a possible offer for
Lookers.

The Offer represents a premium of 93 per cent. to this average price, calculated
using 717 pence divided by 370.7 pence and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage).

The Closing Price for Lookers Shares on 26 January 2006 was 509.0 pence. The
Offer represents a premium of 41 per cent. to this closing price, calculated
using 717 pence divided by 509.0 pence and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage).

The Closing Price for Lookers Shares on 15 November 2005 was 415.5 pence. The
Offer represents a premium of 73 per cent. to this closing price, calculated
using 717 pence divided by 415.5 pence and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage).

(f)      Exit multiples

Pendragon's Offer for Lookers represented an exit price/2005 earnings multiple
of 19.2x, calculated by dividing 724.5 pence, being the implied price of the
Pendragon Offer based on Pendragon's share price of 630 pence on 4 April 2006
and the Offer terms of 1.15 Pendragon Shares for each Lookers Share, by 37.7
pence, being Lookers' adjusted earnings per share for the year ended 31 December
2005, extracted from the 'Consolidated Income Statement (Summarised)' section of
Lookers' audited preliminary results for the year ended 31 December 2005. The
earnings per share number is stated before exceptional items, goodwill
impairment and amortisation of intangible assets.

Pendragon's offer for Reg Vardy represented an exit price/last twelve months'
earnings multiple of 19.1x, calculated by dividing 900 pence, being the
Pendragon offer price for each Reg Vardy share, by 47.1 pence, being Reg Vardy's
adjusted earnings per share for the last twelve months ended 31 October 2005.
Reg Vardy's adjusted earnings per share for the last twelve months ended 31
October 2005 is calculated by adding the adjusted earnings per share for the six
months ended 31 October 2005 of 26.7 pence to the adjusted earnings per share
for the year ended 30 April 2005 of 46.0 pence and subtracting the adjusted
earnings per share for the six months ended 31 October 2004 of 25.6 pence. These
earnings per share numbers are extracted from note 5 of Reg Vardy's Interim
Results for the six months ended 31 October 2005. The earnings per share numbers
are stated before exceptional items and amortisation of intangible assets
arising on acquisition.

Pendragon's offer for CD Bramall represented an exit price/last twelve months'
earnings multiple of 11.3x, calculated by dividing 600 pence, being the
Pendragon offer price for each CD Bramall share, by 53.0 pence, being CD
Bramall's adjusted earnings per share for the last twelve months ended 30 June
2003. CD Bramall's adjusted earnings per share for the last twelve months ended
30 June 2003 is calculated by adding the earnings per share for the six months
ended 30 June 2003 of 31.27 pence to the earnings per share for the year ended
31 December 2002 of 45.29 pence and subtracting the earnings per share for the
six months ended 30 June 2002 of 24.71 pence. To this is added CD Bramall's
amortisation per share for the last twelve months ended 30 June 2003, calculated
by adding the amortisation per share for the six months ended 30 June 2003 of
0.7 pence (being amortisation for the six months ended 30 June 2003 of £269,000,
assumed to equal half that of the twelve months to 31 December 2003, divided by
the weighted average number of ordinary shares in issue of 38,204,809) to the
amortisation per share for the year ended 31 December 2002 of 0.9 pence (being
amortisation for the twelve months ended 31 December 2002 of £328,000 divided by
the weighted average number of ordinary shares in issue of 37,820,920) and
subtracting the amortisation per share for the six months ended 30 June 2002 of
0.4 pence (being amortisation for the six months ended 30 June 2002 of £164,000,
assumed to equal half that of the twelve months to 31 December 2002, divided by
the weighted average number of ordinary shares in issue of 37,705,005). Earnings
per share numbers are extracted from page 38 of Pendragon's Offer Document in
relation to its acquisition of CD Bramall, amortisation numbers are extracted
from page 15 of CD Bramall's 2003 Report and Accounts. The weighted average
number of ordinary shares for the six months ended 30 June 2003 and the six
months ended 30 June 2002 are extracted from page 41 of Pendragon's Offer
Document in relation to its acquisition of CD Bramall, and the weighted average
number of ordinary shares for the twelve months ended 31 December 2002 is
extracted from page 19 of the same document. The earnings per share numbers are
stated before amortisation.

Lookers' offer for Reg Vardy represented an exit price/last twelve months'
earnings multiple of 18.6x, calculated by dividing 875 pence, being the Lookers
offer price per Reg Vardy share, by 47.1 pence, being Reg Vardy's adjusted
earnings per share for the last twelve months ended 31 October 2005 as detailed
above.

(g)      Total shareholder return

The three year total shareholder return percentages for Pendragon and Lookers
are calculated using the Datastream return index ('RI') for Pendragon and
Lookers over the period from 27 January 2003 to 26 January 2006, being the last
business day prior to the announcement by Pendragon of the terms of a possible
offer for Lookers. Total shareholder return is the theoretical growth in value
of a shareholding over a specified period, assuming that dividends are
re-invested to purchase additional units of an equity at the closing price
applicable on the ex-dividend date. Pendragon's total shareholder return of 448
per cent. is calculated as 3,901 pence, being Pendragon's RI on 26 January 2006,
divided by 712 pence, being Pendragon's RI on 27 January 2003, subtracting 1 and
multiplying by 100 per cent. (in order to express solely the increase as a
percentage). Lookers' total shareholder return of 291 per cent. is calculated as
59,085 pence, being Lookers' RI on 26 January 2006, divided by 15,099 pence,
being Lookers' RI on 27 January 2003, and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage).

(h)     Dividend growth rate

Pendragon's 3 year compound annual dividend growth rate of 24 per cent. is
calculated using 13.20 pence, being the total dividend per share attributable to
the year ended 31 December 2005, extracted from page 1 of Pendragon's Annual
Report and Accounts 2005, divided by 6.88 pence, being the adjusted total
dividend per share attributable to the year ended 31 December 2002, taking the
third root (representing the three annual periods) and subtracting 1 and
multiplying by 100 per cent. (in order to express solely the increase as a
percentage). The total dividend per share attributable to the year ended 31
December 2002 of 6.88 pence is calculated using the reported total dividend per
share of 17.2 pence, extracted from page 1 of Pendragon's 2002 Annual Report and
Accounts, divided by 5/2, reflecting the 3 for 2 bonus share issue which
occurred on 15 July 2003, extracted from page 4 of Pendragon's 2003 Annual
Report and Accounts.

Lookers' 3 year compound annual dividend growth rate of 15 per cent. is
calculated using 15.25 pence, being the total dividend per share attributable to
the year ended 31 December 2005, extracted from the '2005 Results Highlights'
section of Lookers' 2005 audited preliminary results for the year ended 31
December 2005, divided by 10.00 pence, being the total dividend per share
attributable to the year ended 31 December 2002, extracted from page 2 of
Lookers' 2002 Annual Report and Accounts, taking the third root (representing
the three annual periods) and subtracting 1 and multiplying by 100 per cent. (in
order to express solely the increase as a percentage).

(i)       EPS growth rate

Pendragon's 3 year compound annual EPS growth rate of 33 per cent. is calculated
using 33.4 pence, being the adjusted earnings per share for the year ended 31
December 2005, divided by 14.3 pence, being the adjusted earnings per Pendragon
Share for the year ended 31 December 2002, taking the third root (representing
the three annual periods) and subtracting 1 and multiplying by 100 per cent. (in
order to express solely the increase as a percentage). Both EPS numbers are
extracted from page 1 of Pendragon's Annual Report and Accounts 2005.

Lookers' 3 year compound annual EPS growth rate of 25 per cent. is calculated
using 37.7 pence, being the adjusted earnings per Lookers Share for the year
ended 31 December 2005, extracted from the 'Consolidated Income Statement
(Summarised)' section of Lookers' audited preliminary results for the year ended
31 December 2005, divided by 19.3 pence, being the adjusted earnings per share
for the year ended 31 December 2002, extracted from page 34 of Lookers' Annual
Report and Accounts 2003, taking the third root (representing the three annual
periods) and subtracting 1 and multiplying by 100 per cent. (in order to express
solely the increase as a percentage).

(j)       Gearing

Lookers' net debt to net assets ratio had it acquired Reg Vardy would be 673 per
cent. This is calculated using the sum of Lookers' net debt at 31 December 2005
of £71.6m, Reg Vardy's equity value of £492.2m as implied by Lookers' offer
price of 875 pence per Reg Vardy share, Reg Vardy's net debt at 31 October 2005
of £21.5m and Lookers' estimated acquisition costs for the Reg Vardy transaction
of £22.0m, divided by £90.2m, being Lookers' net assets position at 31 December
2005.

Lookers' net debt is calculated as the sum of £21.3m and £52.7m, which were
Lookers' short term and long term debt positions respectively, subtracting
£2.4m, which was Lookers' cash and cash equivalents position. Lookers' debt,
cash and net assets numbers are extracted from the 'Consolidated Balance Sheet
(Summarised)' section of Lookers' audited preliminary results for the year ended
31 December 2005.

Reg Vardy's net debt at 31 October 2005 of £21.5m is the sum of £7.1m and
£56.1m, which were Reg Vardy's short term and long term debt positions
respectively, subtracting £41.8m, which was Reg Vardy's cash and cash
equivalents position. Reg Vardy's equity value of £492.2m and Lookers' estimated
acquisition cost for the Reg Vardy transaction of £22.0m are extracted from the
'Unaudited Pro Forma Net Asset Statement as at 30 June 2005' section on page 61
of Lookers' Circular to Shareholders on its proposed acquisition of Reg Vardy
dated 27 January 2006. Reg Vardy's debt and cash numbers are from the page 50 of
the same document.


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