PDG Pendragon Plc

For filings with the FCA 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 which voting rights are                              Pendragon PLC
attached:ii

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                                 Schroders plc
notification obligation:iii

4. Full name of shareholder(s)
 (if different from 3.):iv

5. Date of the transaction and date on
which the threshold is crossed or                                          24.03.15
reached: v

6. Date on which issuer notified:                                          25.03.15

7. Threshold(s) that is/are crossed or                                     12% - 11%
reached: vi, vii





8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type   Situation previous           Resulting situation after the triggering
of           to the triggering            transaction
shares       transaction

             Number           Number      Number      Number of voting   % of  voting
if possible  of               of          of shares   rights             rights x
using        Shares           Voting
the ISIN                      Rights      Direct      Direct Indirect    Direct Indirect
CODE                                                  xi     xii

Ordinary
               225,107,597    183,007,934 210,315,862  N/A   168,690,734  N/A     11.552%
GB00B1JQBT10



B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of        Expiration      Exercise/               Number of voting        % of voting
financial      date xiii       Conversion Period xiv   rights that may be      rights
instrument                                             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 price  Expiration Exercise/    Number of voting     % of voting
financial                     date xvii  Conversion   rights instrument    rights xix, xx
instrument                               period xviii refers to



                                                                           Nominal Delta
CFD           N/A             N/A        N/A               5,625,128
                                                                           0.385% 1



Total (A+B+C)

Number of voting rights                          Percentage of voting rights

                  174,315,862                                     11.937%





9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi



Schroders Investment Management Limited     174,315,862          11.937%



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:



                              The shares referred to in section 9 are held in portfolios
13. Additional information:   managed by those firms on a discretionary basis for
                              clients under investment management agreements.

14. Contact name:                                                        Richard Maloney

15. Contact telephone number:                                               01623 725119



Note: Annex should only be submitted to the FCA 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 FCA website.