Holding(s) in Company

For filings with the FSA include the annex                                              
                                                                                        
For filings with issuer exclude the annex                                               
                                                                                        

 

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi                                         
                                                                                        

 

1. Identity of the issuer or the underlying issuer of existing shares to      PENDRAGON 
which voting rights are attached:ii                                              PLC    
                                                                                        

 

2 Reason for the notification (please tick the appropriate box or boxes):               
                                                                                        

 

An acquisition or disposal of voting rights                                          X  
                                                                                        
An acquisition or disposal of qualifying financial instruments which may result         
in the acquisition of shares already issued to which voting rights are attached         
                                                                                        
An acquisition or disposal of instruments with similar economic effect to               
qualifying financial instruments                                                        
                                                                                        
An event changing the breakdown of voting rights                                        
                                                                                        
Other (please specify):                                                                 
                                                                                        

 

3. Full name of person(s) subject to the notification         The Royal Bank of Scotland
obligation:iii                                                        Group plc         
                                                                                        
4. Full name of shareholder(s)  (if different from 3.):iv     The Royal Bank of Scotland
                                                                         N.V            
                                                                                        
5. Date of the transaction and date on which the threshold is         14/10/2011        
crossed or reached: v                                                                   
                                                                                        
6. Date on which issuer notified:                                     17/10/2011        
                                                                                        
7. Threshold(s) that is/are crossed or reached: vi, vii                   3%            
                                                                                        


 

8. Notified details:
A: Voting rights attached to shares viii, ix

 

Class/type of    Situation previous                   Resulting situation after                
shares           to the triggering                         the triggering                      
                    transaction                              transaction                       
                                                                                               
if possible      Number     Number        Number             Number of           % of  voting  
using              of         of         of shares             voting              rights x    
the ISIN CODE    Shares     Voting                             rights                          
                            Rights                                                             
                                                                                               
                                          Direct       Direct xi  Indirect xii Direct  Indirect
                                                                                               
Ordinary                                                                                       
Shares                                                                                         
               35,918,426 35,918,426    34,755,027    34,755,027                2.45%          
(GB00B1JQBT10)                                                                                 
                                                                                               
                                                                                               
                                                                                               
                                                                                               
B: Qualifying Financial Instruments                                                            
                                                                                               
Resulting situation after the triggering transaction                                           
                                                                                               
   Type of financial     Expiration         Exercise/          Number of voting    % of voting 
       instrument         date xiii   Conversion Period xiv   rights that may be      rights   
                                                                acquired if the                
                                                                 instrument is                 
                                                             exercised/ converted.             
                                                                                               
                                                                                               
                                                                                               

 

C: Financial Instruments with similar economic effect to Qualifying Financial           
Instruments xv, xvi                                                                     
                                                                                        
Resulting situation after the triggering transaction                                    
                                                                                        
   Type of     Exercise Expiration        Exercise/           Number of     % of voting 
  financial     price   date xvii         Conversion            voting      rights xix, 
  instrument                             period xviii           rights          xx      
                                                              instrument                
                                                              refers to                 
                                                                                        
                                                                                        
                                                                                        
                                                                           Nominal Delta
                                                                                        
   Warrants       5p    30/04/2014 May be exercised at any    7,515,065     0.50%       
                                             time                                       
                                                                                        

 

Total (A+B+C)                                                                           
                                                                                        
        Number of voting rights                    Percentage of voting rights          
                                                                                        
               41,906,092                                     2.95%                     
                                                                                        


 

9. Chain of controlled undertakings through which the voting rights and/or the          
financial instruments are effectively held, if applicable: xxi                          
                                                                                        
The Royal Bank of Scotland Group plc (2.95%)                                            
                                                                                        
RFS Holdings B.V. (2.45%)                                                               
                                                                                        
RBS Holdings N.V. (2.45%)                                                               
                                                                                        
The Royal Bank of Scotland N.V (2.45%)                                                  
                                                                                        
The Royal Bank of Scotland plc (0.50%)                                                  
                                                                                        
West Register (Investments) Ltd (0.50%)                                                 
                                                                                        
                                                                                        
                                                                                        

 

Proxy Voting:                                                                           
                                                                                        
10. Name of the proxy holder:                                                           
                                                                                        
11. Number of voting rights proxy holder will cease to hold:                            
                                                                                        
12. Date on which proxy holder will cease to hold voting rights:                        
                                                                                        

 

13. Additional information:                                                             
                                                                                        
14. Contact name:                                  Richard Maloney, Pendragon PLC       
                                                                                        
15. Contact telephone number:                               01623 725200                
                                                                                        


 

Note: Annex should only be submitted to the FSA not the issuer                          
                                                                                        
Annex: Notification of major interests in sharesxxii                                    
                                                                                        

                                                                               

A: Identity of the persons or legal entity subject to the notification
obligation

Full name                                                                               
(including legal form of legal entities)                                                
                                                                                        
Contact address                                                                         
(registered office for legal entities)                                                  
                                                                                        
Phone number & email                                                                    
                                                                                        
Other useful information                                                                
(at least legal representative for legal persons)                                       
                                                                                        

 

B: Identity of the notifier, if applicable

Full name                                                                               
                                                                                        
Contact address                                                                         
                                                                                        
Phone number & email                                                                    
                                                                                        
Other useful information(e.g. functional relationship with the person or legal          
entity subject to the notification obligation)                                          
                                                                                        

 

C: Additional information                                                               
                                                                                        
                                                                                        
                                                                                        

 

For notes on how to complete form TR-1 please see the FSA website.