PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE GROUP, INC. dated as of March 27, 2018

Exhibit 22


STRICTLY CONFIDENTIAL		EXECUTION VERSION

PURCHASE AGREEMENT

by and among

MITSUI & CO., LTD.,

MITSUI & CO. (U.S.A.), INC.,

and

PENSKE AUTOMOTIVE GROUP, INC.

dated as of

March 27, 2018

TABLE OF CONTENTS


		Page
	ARTICLE I

SALE AND PURCHASE OF SECURITIES			1

Section 1.1	The Purchase		1
Section 1.2	Purchase Price Per Share		1
Section 1.3	The Closing		2
Section 1.4	Actions at the Closing		2
Section 1.5	Legend		2

	ARTICLE II

REPRESENTATIONS & WARRANTIES CONCERNING THE SELLER			3

Section 2.1	Organization, Power and Authority		3
Section 2.2	Enforceability of this Agreement		3
Section 2.3	No Conflict		3
Section 2.4	Consents		4
Section 2.5	Title to Shares; “Big Boy” Representation		4
Section 2.6	Taxes		4

	ARTICLE III

REPRESENTATIONS & WARRANTIES CONCERNING THE PURCHASER			4

Section 3.1	Representations and Warranties of the Purchaser		4

	ARTICLE IV

SURVIVAL			5

Section 4.1	Survival of Representations		5

	ARTICLE V

MISCELLANEOUS			6

Section 5.1	Notices		6
Section 5.2	Amendments and Waivers		7
Section 5.3	Successors and Assigns		7
Section 5.4	Entire Agreement		7
Section 5.5	Governing Law		7
Section 5.6	Submission to Jurisdiction		7
Section 5.7	Counterparts		7
Section 5.8	Severability		8


Section 5.9	Specific Performance	8
Section 5.10	Further Assurances	8
Section 5.11	Expenses	8

	ARTICLE VI

DEFINITIONS		8

Section 6.1	Definitions	8

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (the “Agreement”) dated as of March 27, 2018 is by and among MITSUI & CO., LTD., a Japanese company (“Mitsui Japan”), MITSUI & CO. (U.S.A.), INC., a New York corporation (“Mitsui USA” and, together with Mitsui Japan, each individually, a “Seller”, and together, the “Sellers”) and PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Purchaser” or the “Company”, as applicable). Capitalized terms used in this Agreement are defined in Section 6.1.

RECITALS

WHEREAS, the Purchaser desires to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, certain of their shares of Common Stock, par value $0.0001 per share, of the Company, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants, representations and warranties and obligations hereinafter set forth, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SECURITIES

Section 1.1 The Purchase. At the Closing, subject to the terms and conditions hereof, (i) Mitsui Japan shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui Japan, 906,413 shares of Common Stock of the Company as further described on Schedule I attached hereto (the “Mitsui Japan Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $40,000,000.00 (the “Mitsui Japan Securities Purchase Price”) and (ii) Mitsui USA shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui USA, 226,603 shares of Common Stock of the Company as further described on Schedule II attached hereto (the “Mitsui USA Securities”; together with the Mitsui Japan Securities, the “Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $10,000,000.00 (the “Mitsui USA Purchase Price”; together with the Mitsui Japan Securities Purchase Price, the “Purchase Price”).

Section 1.2 Purchase Price Per Share . The per share purchase price of each Security shall be $44.13 (the “Per Share Market Value”).

Section 1.3 The Closing. The closing of the sale and purchase of the Securities (the “Closing”) shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ on the date hereof (the “Closing Date”).

Section 1.4 Actions at the Closing. At the Closing, the following actions shall occur (the “Closing Actions”):

(a) Mitsui Japan shall deliver, or cause to be delivered, to Purchaser (i) the Mitsui Japan Securities, evidenced (a) by a stock certificate in the name of Purchaser, duly endorsed for transfer or accompanied by duly executed stock powers or other instruments of transfer duly executed, (b) by a duly executed irrevocable instruction letter to the Company’s transfer agent for the transfer of book entry shares, or (c) in an electronic format acceptable to the Purchaser, and, in each case, bearing or accompanied by all requisite stock transfer stamps and (ii) a certificate meeting the requirements of Section 1.1445-2(c)(3) of the Treasury Regulations to the effect that the Mitsui Japan Securities are not a U.S. real property interest.

(b) Mitsui USA shall deliver, or cause to be delivered, to Purchaser (i) the Mitsui USA Securities, evidenced (a) by a stock certificate in the name of Purchaser, duly endorsed for transfer or accompanied by duly executed stock powers or other instruments of transfer duly executed, (b) by a duly executed irrevocable instruction letter to the Company’s transfer agent for the transfer of book entry shares, or (c) in an electronic format acceptable to the Purchaser, and, in each case, bearing or accompanied by all requisite stock transfer stamps and (ii) a certificate meeting the requirements of Section 1.1445-(2)(b) of the Treasury Regulations to the effect that Mitsui USA is not a foreign person.

(c) Purchaser shall deliver to Mitsui Japan a duly executed certificate meeting the requirements of Section 1.897-2(h) of the Treasury Regulations to the effect that the Mitsui Japan Securities are not a U.S. real property interest.

(d) In consideration for the Mitsui Japan Securities being delivered to Purchaser pursuant to Section 1.4(a), the Purchaser shall pay to Mitsui Japan the Mitsui Japan Purchase Price by wire transfer to the account previously notified in writing by Mitsui Japan to Purchaser.

(e) In consideration for the Mitsui USA Securities being delivered to Purchaser pursuant to Section 1.4(b), the Purchaser shall pay to Mitsui USA the Mitsui USA Purchase Price by wire transfer to the account previously notified by Mitsui USA to Purchaser.

Section 1.5 Legend. The parties hereby acknowledge and agree that each of the certificates representing the Securities shall include that legend as indicated on Schedule I or Schedule II attached hereto, as applicable, and any other legend required by applicable Laws.

ARTICLE II

REPRESENTATIONS & WARRANTIES CONCERNING THE SELLER

Each Seller hereby represents and warrants to the Purchaser as follows as of the date hereof:

Section 2.1 Organization, Power and Authority. Such Seller is duly organized and validly existing under the Laws of the jurisdiction of its organization. Such Seller has full power and authority to execute and deliver this Agreement. The execution and delivery by such Seller of this Agreement, the performance of such Seller’s obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite action of such Seller. Such Seller has duly executed and delivered this Agreement.

Section 2.2 Enforceability of this Agreement. This Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting creditors’ rights generally.

Section 2.3 No Conflict. The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby, and the sale and delivery by such Seller of the applicable Securities will not (a) violate any provision of any applicable Laws (including stock exchange rules), or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to such Seller or any of such Seller’s properties or assets, (b) contravene, conflict with, or result in any violation or breach of any terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any agreement to which such Seller is a party, (c) result in the creation of any mortgage, Lien, security interest, loan, charge or encumbrance, upon any of the properties or assets of such Seller, (d) require any consent or other action by any Person under any provision of any material agreement or other instrument to which such Seller is a party, or (e) conflict with or result in any violation or breach of any provision of any of the Organizational Documents of such Seller or any of its subsidiaries.

Section 2.4 Consents. No permit, authorization, consent or approval of or by, or any notification of or filing of such Seller with any Person is required in connection with the execution and delivery by such Seller of this Agreement or any documentation relating thereto, the consummation by such Seller of the transactions contemplated hereby or thereby, or the sale or delivery of any applicable Securities by such Seller that has not been made and obtained as of the date hereof, except for any Securities Filings that will be made promptly after the date hereof.

Section 2.5 Title to Shares; “Big Boy” Representation. The Securities to be delivered by such Seller pursuant hereto are owned by such Seller legally and beneficially and of record, free and clear of any and all Liens, encumbrances, options and claims. Such Seller has the right and authority to sell such Securities. Such Seller acknowledges that the Purchaser may possess material information not known to such Seller, including without limitation, information received on a confidential basis or information received on privileged basis from the attorneys and financial advisors representing the Company and/or from the attorneys and financial advisors representing the senior creditors of the Company. Such Seller agrees that the Purchaser shall have no liability to such Seller with respect to the non-disclosure of any information in Purchaser’s possession relating either directly or indirectly to the financial condition or prospects of the Company or the value of such Securities. Upon delivery of and payment for such Securities at the Closing, the Purchaser will acquire good and valid title to all of such Securities, free and clear of any and all Liens, encumbrances and claims.

Section 2.6 Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer tax and any similar tax) shall, to the extent imposed on a Seller, be paid by such Seller when due, and to the extent imposed on Purchaser, shall be paid by Purchaser when due. Each of Sellers and Purchaser will, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes and fees, and, if required by applicable Laws, Sellers and the Purchaser will, and will cause their affiliates to, at their own expense, join in the execution of any such tax returns and other documentation. The Purchaser shall promptly furnish to Mitsui Japan a copy of the official receipt for any U.S. tax the Purchaser or its agent withholds from the Purchase Price paid to Sellers.

ARTICLE III

REPRESENTATIONS & WARRANTIES CONCERNING THE PURCHASER

Section 3.1 Representations and Warranties of the Purchaser. The Purchaser represents and warrants to each Seller as of the date hereof as follows:

(a) The Purchaser is duly organized and validly existing under the Laws of the jurisdiction of its organization and has all power and authority to enter into this Agreement.

(b) The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting creditors’ rights generally.

(c) The execution, delivery and performance by the Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated thereby will not (a) violate any provision of any applicable Laws (including stock exchange rules), or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to Purchaser or any of Purchaser’s properties or assets, (b) contravene, conflict with, or result in any violation or breach of any terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any agreement to which Purchaser is a party, including, for the avoidance of doubt, the U.S. Credit Agreement, U.K. Credit Agreement, the Australia Loan Agreements, and the agreements and indentures governing the Vehicle Financing, Mortgage Facilities, 3.75% Senior Subordinated Notes due 2020, 5.50% Senior Subordinated Notes due 2026, 5.375% Senior Subordinated Notes due 2024 and 5.75% Senior Subordinated Notes due 2022, each as defined in the Purchaser’s annual report filed on February 22, 2018 (collectively, the “Debt Agreements”) (c) require any consent or other action by any Person under any provision of any material agreement or other instrument to which Purchaser is a party, including, for the avoidance of doubt, the Debt Agreements, or (d) conflict with or result in any violation or breach of any provision of any of the Organizational Documents of Purchaser or any of its subsidiaries.

(d) Promptly following the delivery of the Securities to the Purchaser in accordance herewith, the Purchaser shall cause the Securities to be cancelled.

ARTICLE IV

SURVIVAL

Section 4.1 Survival of Representations. The representations and warranties made in this Agreement shall survive for a period ending eighteen months after Closing, provided that the representations and warranties of each Seller set forth in Section 2.5 shall survive without limitation.

ARTICLE V

MISCELLANEOUS

Section 5.1 Notices. All notices, requests, consents and other communications hereunder to any party shall be in writing and shall be deemed to be sufficient if delivered in person or by facsimile or email (with confirmation promptly sent by regular mail), nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties in accordance with the procedures set forth in this Section 5.1:

(i)

if to the Sellers, to:.

Mitsui & Co., Ltd.

Nippon Life Marunouchi ▇▇▇▇▇▇ ▇▇▇▇▇

▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇

▇▇▇▇▇, ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

General Manager

Second Motor Vehicles Division

Integrated Transportation Systems Business Unit I

Facsimile: ▇▇▇ ▇-▇▇▇▇-▇▇▇▇

Email: ▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

and

Mitsui & Co. (U.S.A.), Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Senior Vice President

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

with a copy to:

Debevoise & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

(ii)

if to the Purchaser, to:

Penske Automotive Group, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Executive Vice President, General Counsel and Secretary

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

E-mail Address: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

All such notices, requests, consents and other communications shall be deemed to have been given when received.

Section 5.2 Amendments and Waivers. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the party against whom enforcement of such amendment, modification, supplement or waiver is sought.

Section 5.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and the personal representatives and assigns of the parties hereto, whether so expressed or not.

Section 5.4 Entire Agreement. This Agreement (with the documents referred to herein or delivered pursuant hereto and together with this Agreement and with any documents delivered contemporaneously herewith referring to this Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 5.5 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Section 5.6 Submission to Jurisdiction. Each of the Sellers and the Purchaser hereby (i) irrevocably submit to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby, and (ii) agree that service of any process, summons or notice by international courier to the address set forth in Section 5.1 shall be effective service of process for any action or proceeding brought against it in any such court.

Section 5.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. All signatures need not appear on any one counterpart.

Section 5.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

Section 5.9 Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to injunctive relief, including specific performance, to enforce such obligations without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 5.10 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 5.11 Expenses. Each party to this Agreement shall bear its own cost and expenses, including fees of consultant(s), accountant(s), counsel, and any other Person acting on behalf of or for such party.

ARTICLE VI

DEFINITIONS

Section 6.1 Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings specified below:

“Agreement” has the meaning set forth in the first paragraph.

“Closing” has the meaning set forth in Section 1.3.

“Closing Actions” has the meaning set forth in Section 1.4.

“Closing Date” has the meaning set forth in Section 1.3.

“Common Stock” means the common stock, par value $.0001 per share, of the Company, and includes any securities issued with respect to such shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, merger, consolidation or other reorganization or otherwise.

“Company” has the meaning set forth in the first paragraph.

“Debt Agreements” has the meaning set forth in Section 3.1.

“Laws” means all applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees, directives or treaties.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Mitsui Japan” has the meaning set forth in the first paragraph.

“Mitsui Japan Securities” has the meaning set forth in Section 1.1.

“Mitsui Japan Securities Purchase Price” has the meaning set forth in Section 1.1.

“Mitsui USA” has the meaning set forth in the first paragraph.

“Mitsui USA Securities” has the meaning set forth in Section 1.1.

“Mitsui USA Securities Purchase Price” has the meaning set forth in Section 1.1.

“Organizational Documents” means (i) any certificate, articles or memorandum filed with any state or country or other jurisdiction which filing forms a Person and (ii) all agreements, documents or instruments governing the internal affairs of a Person, including such Person’s by-laws, codes of regulations, partnership or limited partnership agreements, limited liability company agreements and operating agreements.

“Per Share Market Value” has the meaning set forth in Section 1.2.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Price” has the meaning set forth in Section 1.1.

“Purchaser” has the meaning set forth in the first paragraph.

“Securities” has the meaning set forth in Section 1.1.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Filing” means any filing under Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934, as amended.

“Seller” has the meaning set forth in the first paragraph.

“Treasury Regulations” means the regulations prescribed under the Internal Revenue Code of 1986, as amended.

[This Section Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.



SELLERS:

MITSUI & CO., LTD.

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: General Manager, Second Motor
		Vehicles Division, Integrated
		Transportation Systems Business Unit I


MITSUI & CO. (U.S.A.), INC.

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title: Senior Vice President

[Signature Page to Purchase Agreement]



PURCHASER:

PENSKE AUTOMOTIVE GROUP, INC.

By:		/s/ ▇. ▇. ▇▇▇▇▇▇▇
		Name: ▇. ▇. ▇▇▇▇▇▇▇
		Title: Executive Vice President and
		Chief Financial Officer

[Signature Page to Purchase Agreement]

Schedule I

Mitsui Japan Securities


From Certificate No.	Format	Issuance Date	No. of Shares	Restricted	Legend
4243UAG	Book Entry (Restricted Class)	October 25, 2006	10,018	Yes	A

3553UAG	Book Entry (Restricted Class)	March 26, 2004	896,395	Yes	B

Legend A

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

Legend B

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

* * *

Certificate Nos. 4243UAG and 3553UAG were issued to Mitsui Japan on October 25, 2006 and March 26, 2004, respectively, when Mitsui Japan acquired 893,215 and 3,240,000 shares of Common Stock of PAG, respectively. Those shares were converted to book entry format in connection with the sale on ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ of 883,197 shares of Common Stock of PAG previously represented by Certificate No. 4243UAG, leaving a remaining balance of 10,018 and 3,240,000 shares of Common Stock of PAG held by Mitsui Japan that were previously represented by Certificate Nos. 4243UAG and 3553UAG, respectively, including the Mitsui Japan Securities. All references to certificate number are for Mitsui Japan’s internal tracking purposes only.

Schedule II

Mitsui USA Securities


From Certificate No.	Format	Issuance Date	No. of Shares	Restricted	Legend
4244UAG	Book Entry (Restricted Class)	October 25, 2006	2,505	Yes	A

3554UAG	Book Entry (Restricted Class)	March 26, 2004	224,098	Yes	B

Legend A

Legend B

* * *

Certificate Nos. 4244UAG and 3554UAG were issued to Mitsui USA on October 25, 2006 and March 26, 2004, respectively, when Mitsui USA acquired 223,304 and 810,000 shares of Common Stock of PAG, respectively. Those shares were converted to book entry format in connection with the sale on October 20, 2017 by Mitsui USA of 220,799 shares of Common Stock of PAG previously represented by Certificate No. 4244UAG, leaving a remaining balance of 2,505 and 810,000 shares of Common Stock of PAG held by Mitsui USA that were previously represented by Certificate Nos. 4244UAG and 3554UAG respectively, including the Mitsui USA Securities. All references to certificate number are for Mitsui USA’s internal tracking purposes only.

PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE GROUP, INC. dated as of March 27, 2018

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