PENDRAGON PLC

Remuneration Information • Aug 15, 2022

National Storage Mechanism | Additional information

RNS Number : 0367W

Pendragon PLC

15 August 2022

15 August 2022

Pendragon PLC ("the Company")

Conditional awards for 2022 under the Pendragon Long Term Incentive Plan ("LTIP")

The Remuneration Committee (the "Committee") of the Company granted awards in the form of nil cost share options ("Awards") over ordinary shares of the Company of £0.05 each pursuant to the Company's LTIP on 14 August 2022 to the executive directors listed below:-

Director	Number of performance awards
W R Berman	3,478,077
M S Casha	2,026,003
M S Willis	1,912,942

Vesting of the Awards under the LTIP is subject to the satisfaction of certain performance conditions, 70% of which is based on achieving a defined earnings per share target over a 3-year performance period, commencing on 01 January 2022 and measured at year end 2024, with the remaining 30% based on the achievement of certain strategic performance metrics (including the introduction of an ESG metric) aligned to the Company's strategic milestones to be delivered by year end 2024.  The maximum potential opportunity as at grant is equivalent to 150% of base salary.

Financial & ESG Metrics
Performance Condition & Weighting	Threshold (16.66% of Max Potential)	Target (66.66% of Max Potential)	Maximum/Stretch (100% of Max Potential)
EPS Year End 2024 Weighting: 70%	3.2p - 16.66% of max potential	4.0p	5.0p
ESG Metric Carbon Weighting: 5%	Overall Carbon Emissions Reduction of 4% by 2024	Overall Carbon Emissions Reduction of 5% by 2024	Overall Carbon Emissions Reduction of 6.25% by 2024
Business Strategic Metrics
Performance Condition & Weighting	Underpin Metrics: must achieve qualitative metrics to be eligible for payout at Target and Maximum	Target (66.66% of Max Potential)	Maximum/Stretch (100% of Max Potential)
Strategic Metrics: Used Car Weighting: 15%	Deliver qualitative Metrics: ·      Open a minimum of three further standalone, and fifteen small format, CarStore locations; ·      Design, build and implement a used car acquisition, management and pricing platform; ·      Design, build and implement rate- for-risk used finance capability1; ·      Design, build and implement menu-based insurance product pricing for used vehicles1 Note 1 - subject to Stratstone OEM approval	Deliver year end 2024 Gross Profit of £180m	Deliver year end 2024 Gross Profit of £213.7m
Strategic Metrics: Pinewood Weighting: 10%	Revise pricing model to differentiate between core/value add mobile apps	Deliver Revenue of £30m by year end 2024	Deliver Revenue of £32.6m  by year end 2024
1.        Vesting achieved in a Straight Line between target points; 2.        Remuneration Committee retains discretion to adjust Gross Profit targets both up and down if market conditions are materially different to those considered in the 2022 Refresh of 2020 Strategy targets (presented to the Board in June 2022); 3.        Award is subject to the operating expenses being in line with the 2024 Board approved budget.  Remuneration Committee retain discretion to adjust the budget for material adverse/positive events; 4.        Award is subject to Capital investment being in line with the 2020 Strategy plan cumulatively to 2024.  Remuneration Committee retain discretion to review Capital expenditure for material changes in Manufacturer and other non-discretionary items

The LTIP Award shares will only vest in the proportion by which the performance conditions are satisfied. Target EPS is derived from a mix of the most recently available analyst/broker consensus EPS published at or around time of making the Award and our business plan; resulting in an EPS at Target of 4.0p. The strategic milestones reflect those strategic milestones the Company considers able to achieve by year end 2024.  Delivery against the 2024 strategic milestone performance conditions will be assessed by the Committee at year end; the specific metrics of the strategic milestone targets are considered to be commercially sensitive and are therefore not included here.  More detail on the metrics and achievement against them will be disclosed, once the level of vesting has been determined.

The Committee retains discretion over all elements of the Awards granted and vesting, including the right to effect forfeiture or clawback of the awards for a period of two years following the vesting date and the ability to adjust the number of Award shares vesting, for example if events occur which mean that the formulaic outcome is not an accurate reflection of overall business performance.

The Awards were granted based on a share price of £0.2372 per Ordinary Share, being the average quoted closing mid-market price of the Company's Ordinary Share on the five trading days from 8 August 2022 to 12 August 2022.   The normal vesting date of the LTIP Awards will be 14 August 2025, being the third anniversary of the award date.

Following the grant of the above Awards, the executive directors' respective beneficial holdings in Pendragon PLC ordinary shares remains unchanged as detailed below:-

Director	Number of Shares	Percentage of issued capital
M S Casha	11,098,524	0.79
W Berman	1,462,114	0.10
M S Willis	804,163	0.06

The notifications are made in accordance with the requirements of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).

1

Details of the person discharging managerial responsibilities/persons closely associated

a)

Name

William Berman

2

Reason for notification

a)

Position/Status

Chief Executive Officer

b)

Initial notification/amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Pendragon PLC

b)

LEI

213800VRSPZFOGMMIS18

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument and identification code

Ordinary Shares of £0.05 each

ISIN: GB00B1JQBT10

b)

Nature of transaction

Award of conditional LTIP shares as nil cost options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£ 0.2372	3,478,077

d)

Aggregated Information

Aggregate Price	Aggregate Volume	Aggregate Total
£0.2372	3,478,077	£825,000

e)

Date of transaction

14 August 2022

f)

Place of transaction

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities/persons closely associated

a)

Name

Martin Casha

2

Reason for notification

a)

Position/Status

Chief Operating Officer

b)

Initial notification/amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Pendragon PLC

b)

LEI

213800VRSPZFOGMMIS18

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument and identification code

Ordinary Shares of £0.05 each

ISIN: GB00B1JQBT10

b)

Nature of transaction

Award of conditional LTIP shares as nil cost options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£ 0.2372	2,026,003

d)

Aggregated Information

Aggregate Price	Aggregate Volume	Aggregate Total
£ 0.2372	2,026,003	£480,568

e)

Date of transaction

14 August 2022

f)

Place of transaction

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities/persons closely associated

a)

Name

Mark Willis

2

Reason for notification

a)

Position/Status

Chief Finance Officer

b)

Initial notification/amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Pendragon PLC

b)

LEI

213800VRSPZFOGMMIS18

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument and identification code

Ordinary Shares of £0.05 each

ISIN: GB00B1JQBT10

b)

Nature of transaction

Award of conditional LTIP shares as nil cost options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£ 0.2372	1,912,942

d)

Aggregated Information

Aggregate Price	Aggregate Volume	Aggregate Total
£ 0.2372	1,912,942	£453,750

e)

Date of transaction

14 August 2022

f)

Place of transaction

London Stock Exchange (XLON)

RICHARD MALONEY

GROUP GENERAL COUNSEL & COMPANY SECRETARY

15 August 2022

Enquiries:                            Headland                                             Henry Wallers                    Tel: 0203 805 4822

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