Holding(s) in Company

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

POUNDLAND GROUP PLC

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

An acquisition or disposal of voting rights

ü

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

Warburg pincus llc

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

warburg pincus private equity x, l.p. and

warburg pincus partners x, l.p.

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

13 February 2015

6. Date on which issuer notified:

17 February 2015

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

HOLDING HAS GONE BELOW 17%

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

ORDINARY

ISIN: GB00BJ34VB96

warburg pincus private equity x, l.p.

73,636,652

73,636,652

39,721,652

39,721,652

N/A

15.89%

N/A

warburg pincus partners x, l.p.

2,355,765

2,355,765

1,270,765

1,270,765

N/A

0.51%

N/A

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

N/A

N/A

N/A

N/A

N/A

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

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A

Total (A+B+C)

Number of voting rights

Percentage of voting rights

40,992,417

16.40%

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

WARBURG PINCUS LLC IS THE MANAGER OF WARBURG PINCUS PRIVATE EQUITY X, L.P. AND WARBURG PINCUS X PARTNERS, L.P.

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:

SEE BOX 9 ABOVE

14. Contact name:

SIMON CROOKSASSISTANT COMPANY SECRETARYPOUNDLAND GROUP PLC

15. Contact telephone number:

+44 121 526 8758

Note: Annex should only be submitted to the FCA not the issuer

Annex: Notification of major interests in share

A: Identity of the persons or legal entity subject to the notification obligation

Full name

(including legal form of legal entities)

WARBURG PINCUS LLC

Contact address

(registered office for legal entities)

450 Lexington Avenue

New York, NY 10017-3147

United States of America

Phone number & email

+1 (212) 878-9303

[email protected]

Other useful information

(at least legal representative for legal persons)

B: Identity of the notifier, if applicable

Full name

Contact address

Phone number & email

Other useful information

(e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

N/A

For notes on how to complete form TR-1 please see the FCA website.