Co-Operative Group Limited - Tender Offer - Final Results

Co-Operative Group Limited announces Final Results of tender offer to the holders of its outstanding £300,000,000 5.125% Notes due 2024

27 FEBRUARY 2023

Full announcement available via LONSE.

As at the Expiration Deadline, £180,514,000 in aggregate principal amount of Notes had been validly tendered pursuant to the Offer.

The Society hereby announces that it has decided to accept for purchase an aggregate principal amount of Notes amounting to £100,000,000. The pro-ration factor is 87.385 per cent., and is only applicable to Tender Instructions received that are equal to the Purchase Price.

The Purchase Price the Society will pay for those Notes accepted for purchase pursuant to the Offer is 99.00 per cent. of the principal amount of Notes. The Offeror will also pay Accrued Interest in respect of such Notes.

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Co-Operative Group Limited announces a tender offer to the holders of its outstanding £300,000,000 5.125% Notes due 2024

17 FEBRUARY 2023

Full announcement available via LONSE.

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:

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"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."