Publication of Circular

Wm Morrison Supermarkets plc

(the "Company" or "Morrisons")

Ratification of Distributions and Publication of Circular

As noted in Morrisons' Annual Report and Accounts for the financial year ended 2 February 2014, the Board of Morrisons has become aware of certain issues in respect of the Company's procedures for the payment of dividends and the purchase of its own shares in the financial years commencing 30 January 2012 and 4 February 2013 (the "Relevant Distributions") which have resulted in a technical infringement of the Companies Act 2006 (the "Act"). Whilst the Company has always filed its statutory accounts on time in accordance with the requirements of the Act, and at all times had sufficient profits and other distributable reserves to justify the Relevant Distributions, the last accounts filed at Companies House in each of the financial years in which the Relevant Distributions were made did not show the requisite level of distributable profits.

The Company has today published a circular convening a general meeting at which a resolution will be proposed which will, if passed, put all potentially affected parties so far as possible in the position which they were always intended to be had the Relevant Distributions been made in accordance with the requirements of the Act (the "Circular").

The resolution will, among other things, seek shareholder approval of a proposed waiver of any claims which the Company may have in respect of the Relevant Distributions against shareholders and the Company's directors. As a result of the proposed waiver of claims against the Company's directors, the resolution will also seek shareholder approval of the proposed waiver under the related party transaction requirements of the listing rules of the Financial Conduct Authority.

The Circular contains further details regarding the consequences of the Relevant Distributions having been made otherwise than in accordance with the Act and the reasons why the Board of Morrisons is proposing the Resolution. The Circular also contains a notice convening a General Meeting of the Company to be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA at 2 p.m. on 6 March 2015.

A copy of the Circular and the accompanying Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM. In addition, the Circular will be available to view on the Company's website (www.morrisons.co.uk/corporate/investors/generalmeetings) and available for inspection at the offices of Wm Morrison Supermarkets plc at Hilmore House, Gain Lane, Bradford West, Yorkshire BD3 7DL and at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA.

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