Notice of Modification

NOTICE OF MODIFICATION

given by

CO-OPERATIVE GROUP HOLDINGS (2011) LIMITED((previously known as CRS (Properties) Limited), a registered society under the Co-operative and Community Benefit Societies Act 2014with registered number IP28501R)

(the "Issuer")

to the holders of those of the

£450,000,000 5.625 PER CENT. GUARANTEED NOTES DUE 2020

(ISIN: XS0629969352)

and

£350,000,000 6.250 PER CENT. GUARANTEED NOTES DUE 2026(ISIN: XS0629974352)

of the Issuer presently outstanding(the "Noteholders" and the "Notes" respectively).

NOTICE IS HEREBY GIVEN pursuant to Condition 13 of the Notes that the Issuer, the guarantors of the Notes and the Trustee have entered into supplemental trust deeds modifying each of the Trust Deeds constituting the Notes to amend the definition of Excluded Subsidiary appearing in Condition 3.4 of each series of Notes referenced above to read as follows:

Excluded Subsidiary means each of Co-operative Banking Group Limited (company number IP29379R), Co-operative Property Limited (company number 06603222), The Co-operative Bank p.l.c. (company number 00990937), Millgate Insurance Brokers Limited (company number 02033765), CIS General Insurance Limited (company number IP29999R), CFS Management Services Limited (company number 5564787) and The Reclaim Fund Limited (company number 7344884), and each of their respective Subsidiaries.

The amendment to the Excluded Subsidiary definition is clarificatory in nature and does not change the Subsidiaries covered by such definition prior to the amendment.

PRINCIPAL PAYING AGENT

The Bank of New York MellonLondon BranchOne Canada SquareUnited Kingdom

TRUSTEE

BNY Mellon Corporate Trustee Services Limited40th FloorOne Canada SquareLondon E14 5ALUnited Kingdom

This Notice is given by:

Co-operative Group Holdings (2011) Limited1 Angel SquareManchesterM60 0AG

Dated 8 September 2015