Pendragon PLC

For immediate release

5 August 2022

 Pendragon PLC ("Pendragon" or the "Company")

Termination of Discussions

The Board of Pendragon announces that, following a period of due diligence, a large international corporate (the "Bidder") presented a board-approved non-binding offer for the entire issued and to be issued share capital of Pendragon at a price of 29 pence per share, in cash (the "Proposal").

The Proposal was contingent on receipt of irrevocable commitments from all of Pendragon's major shareholders. The Board of Pendragon concluded that the Proposal merited engagement with its five largest shareholders and received strong support for the Proposal from four of these shareholders who were willing to sign irrevocable commitments. However, Pendragon was unable to engage with one of these shareholders and therefore, given this lack of certainty, the Bidder has withdrawn its non-binding offer and both parties have terminated discussions.

Pendragon continues to believe strongly that its market-leading proposition positions the Company to capitalise on the growth opportunities and navigate near term market headwinds. On 20 July 2022, Pendragon published a post-close trading update for the six months to 30 June 2022 where it outlined its expectation to deliver Group underlying profit before tax of c.£33m in H1 FY22 (H1 FY21: £35m). The robust performance was underpinned by continued delivery of the Company's strategy to unlock value in the franchised UK motor division, grow and diversify Pinewood and disrupt standalone used car retail.

The Company continues to expect to deliver group underlying profit before tax in line with Board expectations. The Board has full confidence in the Company's strategy and in management to continue to deliver significant value for all stakeholders.

Enquiries:

Notice related to financial adviser

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Pendragon and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to any persons other than Pendragon for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, in any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is deemed authorised and regulated by the FCA in the United Kingdom, is acting for Pendragon and no one else in connection with the matters set out in this Announcement. In connection with such matters, Berenberg will not regard any other person as their client, and will not be responsible to any persons other than Pendragon for providing the protections afforded to clients of Berenberg or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Berenberg nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, in any statement contained herein or otherwise.