Co-operative Group Holdings (2011) Limited

26 May 2026

Co-operative Group Holdings (2011) Limited hereby notes the following announcement made today by its parent entity, Co-operative Group Limited.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CO-OPERATIVE GROUP LIMITED.

Co-operative Group Limited

Proposed Refinancing Transaction

Co-operative Group Limited ("Co-op" or the "Group") announces that it has launched a bond offering (the "Offering") of £350 million sterling-denominated fixed rate sustainability senior notes due 2031 (the "Notes").

The Offering is a leverage-neutral refinancing transaction aimed at proactively extending the Group's debt maturity profile and maintaining headroom to support Co-op's future planning.

If completed, the net proceeds of the Offering are expected to be used to redeem the Group's existing £350 million aggregate principal amount of senior notes due July 2026 at maturity.

In April 2026, pursuant to an amendment and restatement of the relevant financing agreements, Co-op upsized its existing revolving credit facility from £400 million to £600 million with a maturity of November 2029 and reduced the commitments under its existing term loan from £350 million with a maturity of June 2030 to £150 million. Co-op intends to utilise the existing term loan to increase liquidity headroom and fund cash on the balance sheet.

The Notes are expected to be guaranteed on a pari passu basis with the Group's existing term loan and revolving credit facility.

The principal amount, interest rate, issue price and certain other terms of the Notes will be determined at the time of pricing of the Offering, subject to market conditions. An update will be provided as appropriate in due course.

Enquiries

Important notices

This announcement does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities, including any securities of Co-op or any subsidiary or affiliate related to Co-op, nor should it form the basis of, or be relied upon in connection with, any contract or commitment to purchase or subscribe for any securities of Co-op or otherwise. Any offer of debt securities of Co-op will be made by means of an offering memorandum that will contain detailed information about the issuer and its management, risks as well as financial statements. Any person considering the purchase of any debt securities of Co-op or any subsidiary or affiliate related to Co-op must inform themself independently based solely on such offering memorandum (including any supplement thereto) and advice from its own legal, accounting and tax advisers as it deems relevant.

This announcement is for informational purposes only and is directed only at. persons located outside the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in "offshore transactions" to persons outside the United States in accordance with Regulation S under the U.S. Securities Act. There is no assurance that the offering of the Notes will be completed or, if completed, as to the terms on which it will be completed.

This release relates to the disclosure of information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended, "UK MAR") encompassing information relating to Co-op.

This announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (the "EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish an Offering Circular for offering of the Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, "retail investor" means a person who is one (or more) of the following: (a) "retail client" as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This announcement has been prepared on the basis that any offer of the Notes in the United Kingdom will be made pursuant to an exemption under the PRM from the requirement to publish an Offering Circular for offering of the Notes. The expression "PRM" means the Financial Conduct Authority Prospectus Rules: Admission To Trading On A Regulated Market Sourcebook.  

This announcement is directed only at persons who: (i) are outside the United Kingdom; (ii) 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 "Financial Promotion Order"); (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc." of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) ("FMSA") in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, "retail investor" means a person who is  not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act ("EUWA"). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Certain statements made in this announcement are "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this announcement are made as of the date hereof and Co-op and its affiliates, and any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This announcement is being issued by and is the sole responsibility of Co-op. 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 or on behalf of, Co-op (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by its affiliates or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Co-op or any of its affiliates or any of its Representatives in connection with Co-op and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

About Co-operative Group Limited

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.

For more information see the Group's website: www.co-operative.coop.

LEI: 213800TAO69X5H284Q39