29 November 2006


                  Pendragon plc ("Pendragon" or the "Company")
   Proposed sale and leaseback by Pendragon of Properties to PPH1 and related
                        transactions (the "Transaction")
             Proposed sub-division of Existing Ordinary Shares and
       renewal of authority to make market purchases (the "Share Split")


Pendragon has today published a shareholder circular in connection with the proposed Transaction and 
Share Split which was announced on 28 November 2006. The circular is being sent to shareholders today.

Enquiries:

Pendragon plc


Trevor Finn, Chief Executive                                       01625 725114


David Forsyth, Finance Director

Finsbury Group


Gordon Simpson                                                    020 7251 3801


General

Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the Financial Services 
Authority for designated investment business, is acting exclusively for Pendragon plc and for no one 
else in relation to the Transaction and will not be responsible to anyone other than Pendragon plc for 
providing the protections afforded to clients of Ernst & Young LLP or for giving advice in relation to 
the Transaction or any other matter referred to in this announcement.

The distribution of this announcement in certain jurisdictions may be restricted by law and therefore 
persons into whose possession this announcement comes should inform themselves about and observe any 
such restrictions. Any failure to comply with these restrictions may constitute a violation of the 
securities laws of any such jurisdiction.

The information contained herein is not for publication or distribution in or into the United States 
of America, Canada, Australia or Japan. These materials are not an offer of securities for sale in the 
United States of America, Canada, Australia or Japan. The securities referred to herein have not been 
and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, 
and may not be offered or sold in the United States absent registration under the Securities act or any 
available exemption from registration. No public offering of the securities referred to herein will be 
made in the United States.

Certain statements contained in this announcement constitute "forward-looking statements". In some cases, 
these forward-looking statements can be identified by the use of forward-looking terminology, including 
the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will", 
or "should" or, in each case, their negative or other variations or comparable terminology. Investors 
should specifically consider the factors identified in this announcement which could cause actual results 
to differ before making an investment decision. Such forward-looking statements involve known and unknown 
risks, uncertainties and other factors, which may cause the actual results, performance or achievements of 
Pendragon or industry results, to be materially different from any future results, performance or 
achievements expressed or implied by such forward-looking statements. Such forward-looking statements 
are based on numerous assumptions regarding Pendragon's present and future business strategies and the 
environment in which Pendragon will operate in the future. These forward-looking statements speak only 
as at the date of this announcement. Except as required by the Listing Rules, the Prospectus Rules, the 
Disclosure Rules, the London Stock Exchange or applicable law, the Company expressly disclaims any 
obligations of undertaking to release publicly any updates or revisions to any forward-looking statements 
contained in this announcement to reflect any change in the Company's expectations with regard thereto 
or any change in events, conditions or circumstances on which any such statement is based.