Notice of General Meeting

Countrywide plc

("Countrywide" or the "Company")

15 December 2014

Proposed Waiver of Rule 9 of the Takeover CodeNotice of General Meeting

Countrywide announced on 1 October 2014 that it had commenced a share repurchase programme pursuant to the authority (the "Buyback Authority") obtained from shareholders at the Company's annual general meeting held on 30 April 2014. As set out in the 1 October 2014 announcement, given the shareholding of affiliates of Oaktree Capital Management (UK) LLP ("Oaktree") in Countrywide, market purchases by the Company of its own shares pursuant to the Buyback Authority could increase the percentage of voting rights in which Oaktree is interested to more than 30% of Countrywide's voting rights as Oaktree is not expected to participate in any buyback. Such market purchases could therefore technically trigger a mandatory offer by Oaktree under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code"). As stated in the Company's 2014 AGM notice and repeated in the 1 October 2014 announcement, Countrywide would not carry out a market purchase of its own shares having such effect without prior consultation with the Panel on Takeovers and Mergers (the "Panel") and obtaining further shareholder approval. 

The Panel has agreed to grant a waiver of the obligations which would otherwise arise upon Oaktree pursuant to Rule 9 of the Takeover Code (the "Waiver") following the exercise by the Company of the Buyback Authority, subject to approval of the Waiver by the independent shareholders of Countrywide (being shareholders other than Oaktree) voting on a poll.

Countrywide announces that it has today posted to shareholders a circular (the "Circular") containing a notice of general meeting (the "General Meeting") to approve the Waiver.

The General Meeting will be held at 10.00 am on 8 January 2015 at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ.

The letter from the Chairman contained in the Circular includes the background to and reasons for the Waiver. In accordance with Listing Rule 9.6.1, a copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm and on the Company's website, www.countrywide.co.uk/investor-relations/. 

Copies of the Circular will also be available from the Company's registered office at 17 Duke Street, Chelmsford, Essex, CM1 1HP. 

For further information, please contact:

Jim Clarke, Group Chief Financial Officer +44 (0) 7970 477 299