Notification of Major Interest in Shares

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

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

X

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

Citigroup Global Markets Limited

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

N/A

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

15-Jul-16

6. Date on which issuer notified:

19-Jul-16

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

7.00%

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

GB00BJ34VB96

18,609,704

18,609,704

1,464,447

1,464,447

0

0.5450%

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

Right to recall lent securities

17,926,891

6.6717%

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

Equity Swap

08-Nov-2016

321,041

Nominal

Delta

0.1195%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

19,712,379

7.3362%

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

Citigroup Global Markets Limited

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

14. Contact name:

15. Contact telephone number:

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

Annex: Notification of major interests in shares (xvi)

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

Full name

(including legal form of legal entities)

Contact address

(registered office for legal entities)

Phone number & email

Other useful information

(at least legal representative for legal persons)

B: Identity of the notifier, if applicable (xvii)

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

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

Citigroup Global Markets Limited Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB United Kingdom

Tel +44 (0) 20 7986 4000 Fax +44 (0) 20 7986 2266

Registered Office: Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB

Registered in England, Registered Number: 2019774, Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority