PDG.L Regulatory News (PDG)

9 October 2023

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

Posting of Supplementary Circular and Notice of General Meeting

Further to the announcements by Pendragon dated 18 September 2023 (the "Transaction Announcement") and 20 September 2023 (the "Circular Announcement") in relation to the proposed disposal of Pendragon NewCo 2 Limited, strategic partnership with Lithia and change of company name to Pinewood Technologies plc (the "Transaction"), Pendragon today announces that, further to the announcement by Pendragon dated 2 October 2023 (the "Increased Terms Announcement"), the UK Financial Conduct Authority (the "FCA") has approved a supplementary circular (the "Supplementary Circular") in relation to the Transaction (as amended by the Transaction Amendments (as defined below)).

The purpose of the Supplementary Circular is to provide Pendragon's shareholders with:

a) as noted in the Increased Terms Announcement, the amendments to the terms of the Transaction (the "Transaction Amendments");

b) further to the announcement made by Pendragon on 26 September 2023, information in respect of the unsolicited proposal from AutoNation, Inc. (the "AutoNation Proposal");

c) further to the Increased Terms Announcement, confirmation of the adjournment of the general meeting of Pendragon's shareholders on 6 October 2023 (the "Original General Meeting");

d) further to the Increased Terms Announcement, information in respect of and notice of a new general meeting of Pendragon's shareholders (the "General Meeting); and

e) details on the procedure on how to vote on the resolutions to be proposed at the General Meeting.

The Supplementary Circular will be sent or made available to Pendragon's shareholders shortly (other than those who have elected for notification by electronic communication). Completion of the Transaction (as amended by the Transaction Amendments) is conditional on, among other things, the approval of Pendragon's shareholders at the General Meeting. Accordingly, the General Meeting of Pendragon's shareholders will be held at 10.00 a.m. on 25 October 2023 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF, at which resolutions will be proposed for Pendragon's shareholders to approve the Transaction (as amended by the Transaction Amendments). A notice convening the General Meeting is included in the Supplementary Circular.

The directors of the Company strongly recommend that Pendragon's shareholders vote by proxy as soon as possible and to appoint the Chair of the General Meeting as their proxy. Further information as to how to vote by proxy can be found in the notice of General Meeting. Pendragon's shareholders who have completed and returned a form of proxy, appointed a proxy electronically via the Proxymity platform, registered an online proxy appointment or completed and transmitted a CREST proxy instruction in connection with resolution proposed at the Original General Meeting should note that these votes will be disregarded and will not be counted in respect of the resolutions to be proposed at the General Meeting.

All references to times in this announcement are to London times. The Supplementary Circular will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Supplementary Circular will also be available for viewing on Pendragon's website from the date of the Supplementary Circular up to and including the date of the General Meeting and for the duration of the General Meeting.

Defined terms used on this announcement have the same meaning where used or otherwise defined in the Transaction Announcement.

Enquiries:

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Pendragon.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company, and for no-one else, as financial adviser in connection with the Transaction (as amended by the Transaction Amendments) and as sponsor in connection with the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Disposal and the Transaction (as amended by the Transaction Amendments), the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Jefferies nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, the Group, the Disposal Group, the Continuing Group or the Transaction (as amended by the Transaction Amendments). Jefferies and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders are advised to read carefully the formal documentation in relation to the Transaction (as amended by the Transaction Amendments) once it has been despatched. Any response to the Transaction (as amended by the Transaction Amendments) should be made only on the basis of the information in the formal documentation to follow.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.