Release of Guarantor

NOTICE OF RELEASE OF GUARANTOR

given by

CO-OPERATIVE GROUP HOLDINGS (2011) LIMITED((previously known as CRS (Properties) Limited), a registered societyregistered in England and Walesunder the Co-operative Community and Benefits Societies Act 2014with 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)

Constituted by a trust deed dated 25 May 2011 as amended, restated and supplemented from time to time (the Series A Trust Deed)

and

£350,000,000 6.250 PER CENT. GUARANTEED NOTES DUE 2026(ISIN: XS0629974352)

Constituted by a trust deed dated 25 May 2011 as amended, restated and supplemented from time to time (the Series B Trust Deed and, together with the Series A Trust Deed, the Trust Deeds)

of the Issuer presently outstanding(the "Noteholders" and the "Notes" respectively).

NOTICE IS HEREBY GIVEN pursuant to Condition 13 of the Notes that Somerfield Stores 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 14 December 2015.