Accession of New Guarantor

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

11 December 2014

The accession of a new Guarantor of the £450,000,000 5.625 per cent. Guaranteed Notes due 2020 ISIN XS0629969352 (the "2020 Notes") and the £350,000,000 6.250 per cent. Guaranteed Notes due 2026 ISIN XS0629974352 (the "2026 Notes") and together, (the "Notes").

This serves to notify Noteholders of the above mentioned Notes that on 11 December 2014, Co-operative Group Holdings (2011) Limited agreed to the accession of Co-operative Foodstores Limited as a new Guarantor under the Notes.

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Investor enquiries:

Co-operative Group Holdings (2011) Limited:

Roger Morgan, Group Treasurer - 08437 511953

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Disclaimers

Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of securities law in those jurisdictions. The distribution of this document in other jurisdictions may also be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The availability of the transactions described herein and the distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein 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.