Non Disposal Undertaking re: Matthew Clark

14 August 2015

Conviviality Retail Plc

("Conviviality" or the "Company")

Non Disposal Undertaking re: Matthew Clark

Further to the announcement made on 9 July 2015 regarding the potential acquisition of Matthew Clark (Holdings) Limited ('Matthew Clark') (the 'Acquisition'), Conviviality Retail Plc is pleased to announce that on 13 August 2015, the Company entered into a non-disposal undertaking (the 'Undertaking') with the current owners of Matthew Clark, being Hertford Cellars Limited and Punch Taverns (Finco) Limited (the 'Sellers').

Pursuant to the Undertaking, the Sellers may not complete a disposal of Matthew Clark to a third party buyer before 4 September 2015 (or a later date, subject to obtaining the Sellers' prior agreement). The Undertaking also contains break fee provisions under which the Company may be liable to pay a break fee of £1m if agreements to effect the Acquisition are not signed within certain agreed parameters by 4 September 2015 (or such later date as referred to above). The Sellers may be liable to pay the Company an aggregate break fee of £1m if they agree to sell Matthew Clark to a third party buyer within 180 days of withdrawing from an agreed deal with Conviviality.

Conviviality will provide shareholders with further updates in due course.