MCS.L Regulatory News (MCS)

NOTIFICATION OF MAJOR HOLDINGS

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

McCarthy & Stone plc

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Details of person subject to the notification obligation

Name

The Goldman Sachs Group, Inc.

City and country of registered office (if applicable)

Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA

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

Name

Goldman Sachs International

City and country of registered office (if applicable)

Peterborough Court, 133 Fleet Street, London EC4A 2BB, UK

5. Date on which the threshold was crossed or reached:

22/08/2017

6. Date on which issuer notified (DD/MM/YYYY):

24/08/2017

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

2.87%

7.85%

10.72%

537,328,658

Position of previous notification (if

applicable)

1.87%

7.67%

9.53%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rights

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00BYNVD082

15,424,663

2.87%

SUBTOTAL 8. A

15,424,663

2.87%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expirationdate

Exercise/Conversion Period

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

Stock Loan (Physical)

Open

80,314

0.01%

SUBTOTAL 8. B 1

80,314

0.01%

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expirationdate

Exercise/Conversion Period

Physical or cash

settlement

Number of voting rights

% of voting rights

Refer to the annexure

SUBTOTAL 8.B.2

42,114,140

7.84%

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

The Goldman Sachs Group, Inc.

Goldman Sachs (UK) L.L.C.

Goldman Sachs Group UK Limited

Goldman Sachs International

7.85%

8.69%

The Goldman Sachs Group, Inc.

Goldman Sachs & Co. LLC

The Goldman Sachs Group, Inc.

GSAM Holdings LLC

Goldman Sachs Asset Management, L.P.

The Goldman Sachs Group, Inc.

Goldman Sachs (UK) L.L.C.

Goldman Sachs Group UK Limited

Goldman Sachs Group Holdings (U.K.) Limited

ELQ Investors VIII Ltd

10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

N/A

The date until which the voting rights will be held

N/A

11. Additional information

Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

General email contact:

shareholderdisclosures@gs.com

Place of completion

London

Date of completion

24/08/2017

Annexure

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/ Conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

Swap

15-Feb-2018

Cash

16,578,833

3.09%

Swap

5-Feb-2018

Cash

9,826,262

1.83%

Swap

17-Dec-2019

Cash

8,509,981

1.58%

CFD

28-Jul-2027

Cash

2,430,645

0.45%

CFD

25-Nov-2026

Cash

1,918,642

0.36%

CFD

28-Jul-2027

Cash

511,209

0.10%

CFD

13-Aug-2026

Cash

458,713

0.09%

CFD

9-Dec-2026

Cash

449,878

0.08%

CFD

25-Nov-2026

Cash

382,618

0.07%

CFD

23-Jul-2027

Cash

250,320

0.05%

CFD

3-Mar-2027

Cash

225,406

0.04%

CFD

21-Jul-2027

Cash

155,125

0.03%

CFD

25-Nov-2026

Cash

142,383

0.03%

CFD

14-Apr-2027

Cash

72,758

0.01%

Swap

7-Apr-2027

Cash

68,298

0.01%

Swap

18-Jun-2027

Cash

35,270

0.01%

CFD

11-Jun-2027

Cash

24,951

0.005%

CFD

17-Jun-2027

Cash

24,001

0.004%

CFD

17-Aug-2018

Cash

23,800

0.004%

CFD

17-Aug-2018

Cash

15,200

0.003%

CFD

21-Jul-2027

Cash

8,347

0.002%

CFD

13-Aug-2027

Cash

1,500

0.0003%

Total Number of Voting rights and percentage of voting rights

42,114,140

7.84%

Additional information: Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.