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

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

X

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

Goldman Sachs Asset Management, L.P.

Goldman Sachs International

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

27 May 2016

6. Date on which issuer notified:

01 June 2016

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

Above 4%

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

20,892,890

20,892,890

20,892,890

3.89%

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

Stock Loan (Physical)

Open

846,849

0.16%

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

21,739,739

4.05%

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.; 21,739,739 shares; 4.05%

Goldman Sachs (UK) L.L.C. (Controlled by The Goldman Sachs Group, Inc.); 19,413,646 shares; 3.61%

Goldman Sachs Group UK Limited (Controlled by Goldman Sachs (UK) L.L.C.); 19,413,646 shares; 3.61%

Goldman Sachs Group Holdings (U.K.) Limited (Controlled by Goldman Sachs Group UK Limited); 19,413,646 shares; 3.61%

ELQ Investors VIII Ltd (Controlled by Goldman Sachs Group Holdings (U.K.) Limited); 19,413,646 shares; 3.61%

Uberior Special Situations Limited (Controlled by ELQ Investors VIII Ltd)

The Goldman Sachs Group, Inc. is the parent undertaking of both ELQ Investors VIII Ltd which has 19,413,646 voting rights (3.61%) and Uberior Special Situations Limited which has 1,472,810 voting rights (0.27%).

GSAM Holdings LLC (Controlled by The Goldman Sachs Group, Inc.)

Goldman Sachs Asset Management, L.P. (Controlled by GSAM Holdings LLC)

Goldman Sachs (UK) L.L.C. (Controlled by The Goldman Sachs Group, Inc.)

Goldman Sachs Group UK Limited (Controlled by Goldman Sachs (UK) L.L.C.)

Goldman Sachs International (Controlled by Goldman Sachs Group UK Limited)

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:

Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

General email contact:

[email protected]

14. Contact name:

Joanna Foley

15. Contact telephone number:

+44 207 051 9996