Notice of issuer substitutions

January 04, 2013

Co-operative Group Limited and Co-operative Group Holdings (2011) Limited

Reference is made to the following series of notes:

£450,000,000 Series A 5.625% Guaranteed Notes due 2020 (ISIN: XS0629969352) (the “2020 Notes”) issued by Co-operative Group Limited, guaranteed by Co-operative Group Holdings (2011) Limited (formerly CRS (Properties) Limited), Somerfield Stores Limited, Funeral Services Limited and Co-operative Group Food Limited and constituted pursuant to a Trust Deed dated 25 May 2011 (the “2020 Trust Deed”) made between each of the above companies and BNY Mellon Corporate Trustee Services Limited as Trustee.

£350,000,000 Series B 6.250% Guaranteed Notes due 2026 (ISIN: XS0629974352) (the “2026 Notes”) issued by Co-operative Group Limited, guaranteed by Co-operative Group Holdings (2011) Limited (formerly CRS (Properties) Limited), Somerfield Stores Limited, Funeral Services Limited and Co-operative Group Food Limited and constituted pursuant to a Trust Deed dated 25 May 2011 (the “2026 Trust Deed”) made between each of the above companies and BNY Mellon Corporate Trustee Services Limited as Trustee.

Co-operative Group Limited and Co-operative Group Holdings (2011) Limited HEREBY GIVE NOTICE that, pursuant to the terms and conditions relating to the 2020 Notes and the 2026 Notes (respectively), Co-operative Group Limited has been substituted for Co-operative Group Holdings (2011) Limited, its direct wholly-owned subsidiary and current guarantor in respect of each series of notes (the “Substitute Issuer”), as principal debtor and issuer in respect of each of the 2020 Notes and the 2026 Notes.

The issuer substitutions have been implemented pursuant to Deeds of Amendment to the 2020 Trust Deed and the 2026 Trust Deed, each dated 3 January 2013 and each executed between, among others, Co-operative Group Limited, Co-operative Group Holdings (2011) Limited, Somerfield Stores Limited, Funeral Services Limited, Co-operative Group Food Limited and BNY Mellon Corporate Trustee Services Limited (in its capacity as Trustee for each series of notes).

Somerfield Stores Limited, Funeral Services Limited and Co-operative Group Food Limited will continue to unconditionally and irrevocably guarantee all obligations of the Substitute Issuer in respect of the 2020 Notes and the 2026 Notes.  Co-operative Group Limited has, pursuant to the terms of the Deeds of Amendment and in accordance with the provisions of each of the 2020 Trust Deed and the 2026 Trust Deed (respectively), given an unconditional and irrevocable guarantee of all obligations of the Substitute Issuer in respect of the 2020 Notes and the 2026 Notes.

Co-operative Group Limited
Co-operative Group Holdings (2011) Limited
Registered Office
1 Angel Square
Manchester
M60 0AG

Dated:  4 January 2013

END