Proposed Placing

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

 This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction

Intention to Sell Part of Poundland Group plc Holding

Warburg Pincus LLC, through its funds Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P., ("Warburg Pincus") announces that it intends to sell part of its shareholding in Poundland Group plc ("Poundland", the "Company"). The disposal will be through a placing of shares in Poundland ("Placing Shares") to institutional investors (the "Offering").

The Offering will be conducted by means of an accelerated bookbuilt secondary placing to institutional investors. The books for the Offering will open with immediate effect. The timing of closing of the books will be at the absolute discretion of the Joint Bookrunners (as defined below). The sale is subject to demand, price and market conditions.

The Offering is anticipated to comprise approximately 25 million Poundland ordinary shares, equivalent to approximately 10 % of Poundland's issued ordinary share capital.

Following the Offering, if all the ordinary shares available in the Offering are sold, Warburg Pincus' remaining stake is expected to comprise approximately 51 million shares, equivalent to approximately 20.4% of Poundland's issued ordinary share capital.

Warburg Pincus has entered into a placing agreement with JP Morgan Cazenove (JP Morgan Securities plc) and Credit Suisse Securities (Europe) Limited to act as Joint Bookrunners in relation to the Offering.

Warburg Pincus has undertaken not to dispose of any further Poundland shares without the consent of the Joint Bookrunners for a period of 90 days following completion.

Warburg Pincus notes the announcement of the Company on 6 February 2015, in which it announced its proposed acquisition of 99p Stores Ltd, subject to the approval of the Competition and Markets Authority and which the Company intends to part fund by means of an equity placing. Warburg Pincus remains a significant and supportive shareholder of the Company, its management team and strategy.

Enquiries

For further information please contact:

JP Morgan Cazenove +44 207 742 4000

Greg Chamberlain: +44 207 134 3390

Barry Meyers: +44 207 134 3303

Credit Suisse Securities (Europe) Ltd +44 207 888 5392

Nick Williams +44 207 888 2337

George Maddison +44 207 888 6510

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by Warburg Pincus LLC or by J.P. Morgan Securities plc or Credit Suisse Securities (Europe) Limited (together, the "Joint Bookrunners") or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering, the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Joint Bookruners, each of which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, are acting on behalf of Warburg Pincus and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. The Joint Bookrunners will not regard any other person as their client in relation to the offering of the Placing Shares.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Poundland's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.