PDG.L Regulatory News (PDG)

Statement Regarding Media Coverage

(ISSUED 04 May 2020)

The Board of Pendragon plc ("Pendragon" or "the Company") notes recent media coverage regarding a potential merger between the Company and Lookers plc ("Lookers").

The Company confirms that it held outline discussions with Lookers suggesting they might explore the potential benefits of a combination of the two businesses and how this could be attractive to both sets of shareholders.

While Pendragon believed that such an exploration would have proved beneficial, these early discussions have now ceased.

Pendragon remains well-positioned having already taken significant steps to reshape the business and to cut costs both in advance, and as a result, of the recent events which have temporarily curtailed business activity. And, as previously announced, Pendragon continues to benefit from the support of its stakeholders during the current disruption.

This is a statement to which Rule 2.8 of the Takeover Code (the "Code") applies.

Under Note 2 on Rule 2.8 of the Code, Pendragon reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

a) with the agreement of the board of Lookers;

b) if a third party announces a firm intention to make an offer for Lookers;

c) if Lookers announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

d) if there has been a material change of circumstances (as determined by the Takeover Panel).