Publication of Prospectus

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR OTHER JURISDICTIONS WHERE THE EXTENSION OR AVAILABILITY OF THE OPEN OFFER AND/OR THE TENDER OFFER DESCRIBED BELOW WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH COUNTRYWIDE PLC REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES, OR CONSTITUTE OR FORM PART OF ANY OFFER TO ACQUIRE VIA TENDER OFFER OR OTHERWISE ANY SECURITIES, IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS THAT IS AVAILABLE ON THE COMPANY'S WEBSITE.

PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

30 October 2020

Countrywide plc

LEI: 213800N1OX24ENZUIK30

Publication of Prospectus

Further to the announcement by Countrywide plc (the "Company") on 22 October 2020 relating to the Proposed Transaction, the Company announces that the combined prospectus and circular in respect of the Proposed Transaction (the "Prospectus") was approved today by the Financial Conduct Authority and has been published on the Company's website at https://www.countrywide.co.uk/corporate/investor-relations/investing-in-countrywide/, subject to certain access restrictions.

The Prospectus, which contains the notice convening a closed General Meeting to be held at Greenwood House 1st Floor, 91-99 New London Road, Chelmsford, Essex, United Kingdom, CM2 0PP at 11:00 a.m. on 18 November 2020, will be posted to Qualifying Shareholders that have elected to receive hard copies of shareholder documentation on 2 November 2020.

A copy of the Prospectus has also been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Prospectus is not, subject to certain exceptions, available (whether through the Company's website or otherwise) to shareholders in the United States or any other Restricted Jurisdiction.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement titled "Strategic investment by Alchemy" made by the Company on 22 October 2020. The person responsible for making this announcement is Gareth Williams, Company Secretary of the Company.

Enquiries:

Countrywide

Jefferies (Sponsor, Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker to Countrywide)

Barclays (Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker to Countrywide)

Brunswick Group (Financial PR)

Further information

This announcement is not intended to, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for or buy, or an invitation to subscribe for or to purchase any securities, or an offer to acquire via tender offer or otherwise any securities, or the solicitation of any vote, in any jurisdiction.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Barclays (as defined below) or Jefferies (as defined below) or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

A copy of the Prospectus is available on the Company's website at https://www.countrywide.co.uk/corporate/investor-relations/investing-in-countrywide/, provided that the Prospectus is not available (whether through the website or, subject to certain exceptions, otherwise) to Shareholders in the United States of America or other Restricted Jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Ordinary Shares being offered pursuant to the Proposed Transaction and is available on the Company's website. This announcement is not a prospectus (or a prospectus equivalent document) but comprises an advertisement for the purposes of paragraph 3.3.1 of the Prospectus Regulation Rules made under Part VI of the Financial Services and Markets Act 2000 ("FSMA"), as amended and has been prepared solely in connection with the Proposed Transaction. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. This announcement is for informational purposes only and does not purport to be complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as Sponsor, Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker to Countrywide and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement. In connection with such matters, Jefferies, its affiliates and its and their respective partners, directors, officers, employees, representatives and agents will not regard any person other than Countrywide as their client, nor will they be responsible to anyone other than Countrywide for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as Joint Financial Adviser, Joint Global Coordinator and Joint Corporate Broker exclusively for Countrywide and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Countrywide for providing the protections afforded to clients of Barclays, nor for providing advice in relation to any matter referred to herein.

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Countrywide and the Group. This announcement includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe," "estimate," "target," "anticipate," "expect," "could," "would," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk", their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Company or the Group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement.

Past performance of the Company cannot be relied on as a guide to future performance. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Group, Jefferies and Barclays and any of their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where required to do so under applicable law.

The New Ordinary Shares have not been, and will not be, registered under the US Securities Act 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

The Firm Placing and the Placing are available only to Alchemy. The Open Offer (subject to certain limited exceptions) and the Tender Offer are only being extended to Qualifying Shareholders, and as such neither the Capital Raising (subject to certain limited exceptions) nor the Tender Offer is being extended into the United States or any other Restricted Jurisdiction. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell, allot or issue, or any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, or an offer to acquire via tender offer or otherwise, any securities of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or in any other jurisdiction where the extension or availability of the Capital Raising and/or the Tender Offer would result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous or otherwise breach any applicable law or regulation. This announcement and any other document relating to the Proposed Transaction may not be sent into, distributed or otherwise disseminated (including by custodians, nominees or trustees or others that may have a contractual or legal obligation to forward such documents) in the United States by use of the mails or by any means or instrumentality of interstate or foreign commerce (including, without limitation, email, facsimile transmission, the internet or other form of electronic transmission) or any facility of a national securities exchange of the United States, and the Tender Offer cannot be accepted by any such use, means or instrumentality, or facility.

Information for Distributers

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that they are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Ends