Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

McCarthy & Stone plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

The Goldman Sachs Group, Inc.

4. Full name of shareholder(s)  (if different from 3.):iv

ELQ Investors VIII Ltd

Uberior Special Situations Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

11 November 2015

6. Date on which issuer notified:

13 November 2015

7. Threshold(s) that is/are crossed orreached: vi, vii

Above 8%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB00BYNVD082

63,544,005

63,544,005

44,736,427

8.33%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

44,736,427

8.33%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

The Goldman Sachs Group, Inc. is a 99% voting, but non-managing, member of Goldman Sachs Global Holdings L.L.C. and The Goldman, Sachs & Co. L.L.C. is 1% voting, but non-managing, member of Goldman Sachs Global Holdings L.L.C..

The Goldman, Sachs & Co. L.L.C. is wholly-owned by The Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc. is a 75% voting, but non-managing, member of ELQ Holdings (Del) LLC and Goldman Sachs Global Holdings L.L.C. is a 25% voting and managing member of ELQ Holdings (Del) LLC

ELQ Holdings (Del) LLC is the sole shareholder of ELQ Holdings (UK) Ltd

ELQ Holdings (UK) Ltd is sole shareholder of ELQ Investors VIII Ltd

ELQ Investors VIII Ltd is the sole shareholder of Uberior Special Situations Limited

The Goldman Sachs Group, Inc. is the parent undertaking of both ELQ Investors VIII Ltd which has 41,581,835 voting rights (7.74%) and Uberior Special Situations Limited which has 3,154,592 voting rights (0.59%).

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

General email contact:

[email protected]

14. Contact name:

Aadithya Rao

15. Contact telephone number:

+44 207 051 9046