8 April 2026

Co-operative Group Holdings (2011) Limited

Co-op Group and Southern Co-op to join forces

Co-operative Group Holdings (2011) Limited hereby notes the following announcement made today by its parent entity, Co-operative Group Limited. Co-operative Group Holdings (2011) Limited has made this announcement to ensure that holders of its listed securities are fully appraised of the update.

The Boards of the Co-op Group and Southern Co-op have today announced proposals to join forces to create a co-operative society with greater scale, resilience and impact for members, customers, colleagues and communities across the UK.

If approved, the proposal would result in 300,000 Southern Co-op members joining the 7 million Co-op Group members as members of an enlarged Co-op Group.   Southern Co-op operates more than 300 food, funeral and Starbucks coffee branches across the south of England, with the Co-op Group operating over 2,300 food stores, 800 funeral homes and a wholesale business supplying around 8,000 outlets, as well as a leading legal services and insurance business.

The transaction would also strengthen the co-operative movement, particularly in the South of England, and help continue to grow co-operation, providing even greater value to all members through meeting even more of their needs with a wider co-operative offering.

Debbie White, Chair of The Co-operative Group comments:

"The co-operative model is more important than ever for the health and success of communities across the UK, and a combined co-operative, bringing together over 300 years of co-operative experience, will provide new and strengthened opportunities for members, customers, colleagues and suppliers of both of our co-operatives."

Kate Allum, Interim CEO of The Co-operative Group comments:

"Joining forces across Co-op Group and Southern Co-op will create new opportunities for members to have access to a greater range of benefits across a wider society, with more trading opportunities, and in turn more benefits for them and their communities."

Ben Stimson, CEO of Southern Co-op said:

"The Co-operative Group shares our values and our commitment to democratic membership, ethical sourcing and fair reward, as well as our dedication to supporting local communities. By coming together, we can secure the co-operative future of Southern Co-op as part of a stronger combined Co-op Group, whilst creating an even stronger voice nationally and internationally to advance the co-operative cause."

Janet Paraskeva, Chair of Southern Co-op Board, said:

"This proposal has been carefully considered, and we believe it represents the best path forward for Southern Co-op. We are now asking our members to consider the proposal and have their say. This is their decision, and we are committed to providing all the information they need to make an informed choice about the future of their co-operative."

Both organisations have a proven history of successful co-operation through the Federal Retail Trading Society (FRTS) buying and supply group.

The proposal is subject to approval by Southern Co-op members and mandatory regulatory approvals. Subject to these approvals being received, the transfer of engagements is expected to take place in Q3 2026, at which point Southern Co-op members would become members of an enlarged Co-op Group. However, both businesses are expected to continue to be run independently for a period of time after that point, while we seek CMA approval.  During this period members of each society will continue to receive the separate member benefits currently offered by the two societies when trading.

ENDS

For more information please contact

Co-op Group:

-     Cat Turner - 07834 090 783

-     Russ Brady - 07880 784 442

-     Mark Carrington - 07890 384 471

-     Sabine Pirone - 07903 671 471

-     [email protected]

Southern Co-op:

-     Martin Currie - 07976 291 532, [email protected]

Notes:

The transaction requires approval from Southern Co-op members via Special Resolution. Members will be asked to vote at a Special General Meeting on the 6 May 2026, with a two-thirds majority required at an initial meeting, followed by a simple majority vote at a second meeting on 21 May 2026.

About The Co-operative Group

Co-op Group is one of the world's largest consumer co-operatives, operating across food retail, funerals, insurance and legal services. Owned by 7 million active member-owners, Co-op Group exists to meet their needs and champion the causes they care about. With more than 2,300 food stores, 800 funeral homes and a wholesale business supplying around 8,000 outlets, Co-op Group employs 53,000 colleagues and generates annual revenues of over £11 billion. It is a recognised leader in ethical business and community-led programmes, creating long-term value for members and communities across the UK

About Southern Co-op

Trading since 1873, Southern Co-op is a regional, independent co-operative with more than 300 food, funeral and coffee branches across the South of England.

Owned by more than 340,000 members and supported by 4,500 colleagues, Southern Co-op's purpose is to provide a fair, fresh approach, for all with a focus on building greener, healthier and safer communities through responsible practices and local partnerships.