Notice of modification

September 08, 2015

Notice of modification given by Co-operative Group Limited (a registered society under the Co-operative and Community Benefit Societies Act 2014 with registered number IP525R)

(the "Issuer") to the holders of those of the

£36,653,721.12 INSTALMENT REPAYMENT SUBORDINATED NOTES DUE 2025

(ISIN: GB00BFXWHQ29) (the Instalment Repayment Notes) constituted by a trust deed dated 20 December 2013 (the Instalment Repayment Notes Trust Deed) 

and

£109,062,852 11 PER CENT. SUBORDINATED FINAL REPAYMENT NOTES DUE 2025

(ISIN: GB00BFXW0630) (the Final Repayment Notes) constituted by a trust deed dated 20 December 2013 (the Final Repayment Notes Trust Deed and, together with the Instalment Repayment Notes Trust Deed, the Trust Deeds)

Of the Issuer presently outstanding (the "Noteholders" and the "Notes" respectively).

NOTICE IS HEREBY GIVEN pursuant to Condition 12 and Condition 14.4 of the Instalment Repayment Notes and Condition 13 and Condition 15.4 of the Final Repayment Notes that Issuer, the guarantors of the Notes and the Trustee have entered into supplemental trust deeds modifying each of the Trust Deeds constituting the Notes to amend the definition of Excluded Subsidiary appearing in Condition 4.5 of each series of Notes referenced above to read as follows:

Excluded Subsidiary means each of Co-operative Banking Group Limited (company number IP29379R), Co-operative Property Limited (company number 06603222), The Co-operative Bank p.l.c. (company number 00990937), Millgate Insurance Brokers Limited (company number 02033765), CIS General Insurance Limited (company number IP29999R), CFS Management Services Limited (company number 5564787) and The Reclaim Fund Limited (company number 7344884), and each of their respective Subsidiaries.

The amendment to the Excluded Subsidiary definition is clarificatory in nature and does not change the Subsidiaries covered by such definition prior to the amendment.

This notice is given to Noteholders for information purposes only and no action is required to be taken.

Registrar and paying agent

Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol BS13 8AE
United Kingdom

Tel: 0870 889 4026

Trustee

Law Debenture Trustees Limited
Fifth Floor
100 Wood Street
London EC2V 7EX
United Kingdom