Co-operative Group Limited

April 16, 2014

Co-operative Group Limited (the Society) (Incorporated and registered in England and Wales under the Industrial and Provident Societies Act 1965 to 2003 with registered number IP525R)


to the holders of those of the ₤50,000,000 7.625 per cent. First Mortgage Debenture Stock due 2018 of the Society presently outstanding (ISIN GB0002224060) (the "Stockholders" and the "Stock" respectively)

NOTICE IS HEREBY GIVEN to the holders of the above Stock that, at the Meeting of such holders convened by the Notice published on the website of the London Stock Exchange on 24 March 2014 and held on 16 April 2014, the Extraordinary Resolution set out in such Notice was duly passed. Accordingly, the modifications referred to in the Extraordinary Resolution will be implemented with effect on and from 16 April 2014.

This Notice is given to Stockholders by
Co-operative Group Limited
Dated 16 April 2014.