Conditional Placing and Notice of General Meeting

Crawshaw Group plc

("Crawshaw" or the "Company")

Conditional Placing

Notice of General Meeting

The Company is pleased to announce two conditional placings, through WH Ireland Limited, to raise gross proceeds of approximately £8,820,000 from the issue of 20,999,994 new ordinary shares of 5p each ("Ordinary Shares") at a price of 42p per share (the "Placing Shares").

The issue of the Placing Shares is conditional, amongst other things, on the passing of the Resolutions byShareholders at the General Meeting, which is being convened for 10.00 a.m. on Tuesday 22 July 2014 at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire S60 1BY, to authorise the Directors to allot the Placing Shares for cash on a non pre-emptive basis.

If the Resolutions are passed, 6,547,616 Ordinary Shares, being the First Placing Shares, will be allotted immediately after the General Meeting and 14,452,378 Ordinary Shares, being the Second Placing Shares, will be allotted on 23 July 2014. Admission of the First Placing Shares is expected to occur no later than 8.00am on 28 July 2014, or such later time/and or date as WH Ireland and/or the Company may agree and admission of the Second Placing Shares is expected to occur no later than 8.00am on 29 July 2014, or such later time/and or date as WH Ireland and/or the Company may agree.

Background and Rationale for the Placing and Proposed Use of Proceeds

As announced on 26 June 2014, the Board is focussed on growing the Crawshaw business through identifying new profitable store locations and investing resources in a structured expansion programme, whilst ensuring the core business continues to deliver quality products and excellent customer service at competitive prices.

The plan is to accelerate our store opening programme throughout 2015 and beyond with a view to having an estate of 200 shops within 8 years. We are currently investing in a new processing and distribution centre in Rotherham to support the expansion. We expect the centre to be operational in the 4th Quarter of this year and that it will have capacity to service 60 locations.

This new facility is ideally placed just off the M1 and will be used to service the initial new locations as it has the potential to cover areas such as the North West, the Midlands and the North East.

We have been opening varying sized stores in different locations over the last 5 years. We have learned a number of lessons and believe our new store model, with fit out costs below £250k, is the basis of a profitable roll out plan.

We intend to begin by recruiting a Chief Executive Officer with relevant experience to lead this exciting phase of our growth and to support Kevin Boyd who will remain our Managing Director.

We also believe that further investment will be required in a robust HR resource and to set up a in-house training and development centre to ensure that staff in each new store have the skills required to maintain the service and quality our customers expect.

The gross proceeds from the fundraising are to be used essentially to support the new store fit out, the further development of IT and logistics infrastructure and for working capital.

Principal Terms of the Placing

The Placing Agreement is conditional upon, inter alia, Resolutions 1 and 2 being duly passed at the General Meeting and First Admission becoming effective by no later than 8.00 a.m. on 28 July 2014 (or such later time and/or date as the Company and W H Ireland may agree, being not later than 30 August 2014) and Second Admission becoming effective by no later than 8.00 a.m. on 29 July 2014 (or such later time and/or date as the Company and W H Ireland may agree, being not later than 30 August 2014). If any of the conditions are not satisfied the Placing Shares will not be issued and all monies received from the placees will be returned to them (at the placees risk and without interest) as soon as possible thereafter.

The Placing Agreement contains warranties from the Company in favour of W H Ireland in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Company and its business. In addition the Company has agreed to indemnify W H Ireland in relation to certain liabilities it may incur in relation to the Placing. W H Ireland has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties that W H Ireland in its absolute discretion determines to be material in the context of the Placing.

The Placing Shares will be issued free of all liens charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the issued Ordinary Shares in the capital of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

General Meeting

A document containing a notice convening a General Meeting to be held at 10.00 a.m. on 22 July 2014 at Bradmarsh Business Park, Bow Bridge Close, Rotherham, South Yorkshire, S60 1 BY, together with a Form of Proxy, has been dispatched to our shareholders today. The business of the General Meeting is to propose the Resolutions. The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1 is an ordinary resolution to authorise the Directors to allot the Placing Shares, with such authority to expire three months following the passing of the resolution; and

Resolution 2 is a special resolution to dis-apply Shareholders' statutory pre-emption rights (which require a company to offer new shares for cash first to existing shareholders in proportion to their holdings) in relation to the allotment of the Placing Shares, with such authority to expire three months following the passing of the resolution.

Copies of the circular will also be available from today, from the Company's website www.crawshawbutchers.com.

Definitions

The following definitions apply throughout this Announcement, unless the context requires otherwise:

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