Holdings in Company and Resignation of Director

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

14 August 2013

Countrywide plc

Holdings in the Company and resignation of director

Countrywide plc (the "Company") has been informed that certain of its significant shareholders have executed agreements for the disposal of part of their respective shareholdings in the Company. These disposals were effected by way of placing of shares to institutional investors (the "Placing"). Full details of these disposals will be announced once they have been received, but in summary:

· The aggregate shareholdings of the Oaktree Affiliates has reduced from 80,930,660 ordinary shares, representing 36.88% of the voting rights of the Company, to 60,534,034 ordinary shares, representing 27.59% of the voting rights of the Company.

· The aggregate shareholdings of the Apollo-Affiliated Funds has reduced from 38,462,205 ordinary shares, representing 17.53% of the voting rights of the Company, to 23,858,831 ordinary shares, representing 10.87% of the voting rights of the Company.

To reflect the reduced size of the shareholdings of the Apollo-Affiliated Funds, Sanjay Patel, the director of the Company appointed by them, has agreed to step down from the board of the Company with immediate effect.

Goldman Sachs International, Jefferies International Limited and Credit Suisse Securities (Europe) Limited acted as Joint Bookrunners on the Placing.

The Company has been advised that, as part of the Placing, the Oaktree Affiliates and Apollo-Affiliated Funds have committed to certain lock-up arrangements precluding additional share sales over the next 90 days, save for certain exceptions. Alchemy Special Opportunities Fund LP, which currently holds 12,896,834 ordinary shares in the Company, has not sold any shares pursuant to the Placing and will remain bound by the original IPO lock-up arrangements (as described in the prospectus published by the Company on 20 March 2013 (the "Prospectus")), which expire on 20 September 2013.

Enquiries:

Jim Clarke, Group Chief Financial Officer, Countrywide 07970 477299

email: [email protected]

Notes:

1. The Oaktree Affiliates comprise OCM Luxembourg Castle Holdings S.á r.l. and OCM Luxembourg EPF III Castle Holdings S.á r.l.

2. The Apollo-Affiliated Funds comprise AIF VI Euro Holdings, L.P. and AAA Guarantor Co-Invest VI, L.P. As described in the Prospectus, the shareholdings of the Apollo-Affiliated Funds include the shares held by Pantheon Europe Fund IV Limited and Pantheon Europe Fund V "A" LP (the "Pantheon Funds") pursuant to a co-investor agreement entered into between Apollo-Affiliated Funds and the Pantheon Funds whereby the Apollo-Affiliated Funds hold a power of attorney over the Pantheon Funds' shares and have agreed to exercise the rights attached to such shares (including voting rights) in the same manner as the Apollo-Affiliated Funds exercise the rights attached to its own shares. The Pantheon Funds hold approximately 0.7% of the voting rights of the Company.

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The Company has been advised that the Placing has been completed.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The Company was advised that there was no public offering of securities in the United States.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.