Notice to Noteholders of Release of Guarantors

NOTICE OF RELEASE OF GUARANTORS

given by

CO-OPERATIVE GROUP HOLDINGS (2011) LIMITED((previously known as CRS (Properties) Limited), an industrial and provident society incorporated and registered in England and Walesunder the Industrial and Provident Societies Act 1965 to 2003with 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, each of Bestway Pharmacy NDC Limited (formerly known as Co-operative Pharmacy National Distribution Centre Limited) and Bestway Panacea Healthcare Limited (formerly known as Co-operative Group Healthcare Limited) has, in accordance with Condition 3.3 of the Notes and Clause 6.12 of the Trust Deed, been released as a Guarantor in respect of the Notes.

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 October 2014.