Announcement of Exercise of Over-allotment Option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

For immediate release

14 March 2014

Poundland Group plc

Announcement of Exercise of Over-allotment Option and End of Stabilisation Period

Further to the announcements on 12 March 2014 relating to Poundland Group plc's (the "Company" or "Poundland") initial public offering (the "Offer") and the commencement of the stabilisation period in connection with the Offer, the Company is pleased to announce that the Stabilisation Manager, J.P. Morgan Securities plc, has today given notice to the Over-allotment Shareholders and the Company that it wishes to exercise in full the over-allotment option described in the Company's prospectus dated 12 March 2014 (the "Over-allotment Option"). As a result of such exercise the Over-allotment Shareholders will in aggregate provide and sell a further 18,750,000 ordinary shares in Poundland (the "Shares") at the Offer price.

Including the exercise of the Over-allotment Option, the total size of the Offer was 143,750,000 Shares.

The stabilisation period ended on 14 March 2014. No stabilisation transactions were undertaken since the commencement of the stabilisation period and no stabilisation transactions will now be undertaken in connection with the Offer.

Important notices

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada,Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.