Co-operative Group Limited - Tender Offer

17 February 2023

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

17 February 2023

CO-OPERATIVE GROUP LIMITED announces a tender offer to the holders of its outstanding £300,000,000 5.125% Notes due 2024

Co-operative Group Limited (the Society) announces today an invitation to holders of its £300,000,000 5.125% Notes due 2024 (ISIN: XS1910137949) unconditionally and irrevocably guaranteed by each of Co-operative Foodstores Limited, Co-op Funeral Plans Limited, Co-operative Group Food Limited, Co-operative Group Holdings (2011) Limited, Co-op Insurance Services Limited, Funeral Services Limited and Rochpion Properties (4) LLP (each a Guarantor and together, the Guarantors) (the Notes) to tender their Notes for purchase by the Society for cash (the Offer) in an aggregate principal amount up to the Maximum Acceptance Amount (as defined below). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 February 2023 (the Tender Offer Memorandum) prepared by the Society and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. Details of the Notes are set out in the table below:

Description of the Notes ISIN/ Common Code Outstanding Principal Amount Minimum Purchase Price Maximum Purchase Price Purchase Price Maximum Acceptance Amount £300,000,000 5.125% Notes due 2024 XS1910137949 / 191013794 £300,000,000 98.00% of the principal amount of the Notes 99.50% of the principal amount of the Notes To be determined pursuant to a modified Dutch auction process as set out in the Tender Offer Memorandum Subject as set out herein, up to £100,000,000 in aggregate principal amount of the Notes

THE OFFER

Rationale for the Offer

The Offer is being undertaken as part of the Society's proactive balance sheet and debt management, as well as providing liquidity to Holders. The Notes purchased by the Society pursuant to the Offer shall be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding.

Purchase Price

The Society will pay for Notes accepted by it for purchase pursuant to the Offer a cash purchase price (expressed as a percentage of the principal amount of Notes accepted for purchase pursuant to the Offer and rounded to the nearest 0.10%) (the Purchase Price) determined in accordance with the modified Dutch auction procedures described in the Tender Offer Memorandum, and subject to the Minimum Purchase Price and the Maximum Purchase Price in respect of the Notes, as set out above.

Accrued Interest

The Society will also pay accrued interest from (and including) the last interest payment date to (but excluding) the Settlement Date in respect of Notes accepted by it for purchase pursuant to the Offer (the Accrued Interest).

Maximum Acceptance Amount

The Society proposes to accept Notes for purchase up to a maximum aggregate principal amount of £100,000,000 (the Maximum Acceptance Amount) on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Society reserves the right, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount, subject to applicable law. In the event that Tender Instructions are received in respect of an aggregate principal amount of Notes which is greater than the Maximum Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest pursuant to, the Offer, Holders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 24 February 2023 unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline). Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than £100,000, being the minimum denomination of Notes, and may be submitted in integral amounts of £1,000 thereafter (see "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further information).

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only. Events Times and Dates Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available from the Tender Agent. 17 February 2023

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offer. 4.00 p.m. (London time) on 24 February 2023

Announcement of Results

Announcement of whether the Society will accept valid tenders of Notes for purchase pursuant to the Offer and, if so accepted, the aggregate principal amount of the Notes accepted for purchase, together with the Purchase Price and any applicable pro-ration factor. As soon as reasonably practicable on 27 February 2023

Settlement Date

Expected Settlement Date for the Offer. Payment of the Purchase Price and Accrued Interest in respect of the Offer. 1 March 2023

The above times and dates are subject to the right of the Society to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). The Society reserves the right, in its sole discretion and for any reason, to change the Minimum Purchase Price, the Maximum Purchase Price and the Maximum Acceptance Amount. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified above.

FURTHER INFORMATION

Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer. Barclays Bank PLC, ING Bank N.V., London Branch and NatWest Markets Plc are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers: Barclays Bank PLC 1 Churchill Place London E14 5HP Telephone: +44 203 134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com

ING Bank N.V., London Branch 8-10 Moorgate London EC2R 6DA Telephone: +44 20 7767 6784 Attention: Liability Management Team Email: liability.management@ing.com

NatWest Markets Plc 250 Bishopsgate London EC2M 4AA Telephone: +44 207 678 5222 Attention: Liability Management Email: NWMLiabilityManagement@natwestmarkets.com

Questions and requests for assistance in connection with the procedures for participating in the Offer, including the delivery of Tender Instructions, may be directed to the Tender Agent:

The Tender Agent Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Telephone: +44 20 7704 0880 Attention: Harry Ringrose Email: co-op@is.kroll.com Website: https://deals.is.kroll.com/co-op

This announcement is released by Co-operative Group Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the EUWA, this announcement is made by Simon Nuttall, Head of Tax, Treasury & Insurance at Co-operative Group Limited.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. The Dealer Managers are acting exclusively for the Society and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for providing the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer. None of the Society, the Guarantors, the Dealer Managers or the Tender Agent has made or will make any assessment of the merits and risks of the Offer or of the impact of the Offer on the interests of the Holders either as a class or as individuals, and none of them makes any recommendation as to whether Holders should tender Notes pursuant to the Offer. None of the Society, the Guarantors, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.