Disclosure under Code provision E.2.2

18 October 2018

Disclosure under Provision E.2.2 of the UK Corporate Governance Code

At the Company's 2018 Annual General Meeting (AGM), 20.23% of the votes cast on Resolution 17 (disapplication of pre-emption rights in relation to an acquisition or capital investment) were cast against. As indicated in an announcement at the time of the AGM, the Board has contacted all major shareholders who voted against this resolution to seek an understanding of their reasons for doing so.  The feedback received indicated that for some investors, as a matter of principle, they consider that transactions of the magnitude requiring funding from a share issue greater than is possible under the general 5% disapplication of pre-emption rights (which was approved) should be the subject of shareholder consultation and approval on a case-by-case basis.  The Board have considered this feedback and confirm that Directors are committed to undertaking shareholder consultations on significant share issues whenever it is practicable to do so.  The Board will consider this matter further when deciding on the resolutions to be proposed for approval at the 2019 AGM and will provide a statement on this matter at the time.

McColls Retail Group plc

Ashwells Road

Brentwood

Essex

CM15 9ST

About McColl's Retail Group

McColl's is a leading neighbourhood retailer, with an estate of around 1,600 managed convenience stores and newsagents. We operate McColl's branded convenience stores as well as newsagents branded Martin's across the UK, except in Scotland where we operate under our heritage brand, RS McColl. Our dedicated colleagues serve over five million customers every week, and we are the largest operator of Post Offices in the UK, with c.600 in-store counters/branches.

LEI: 213800R1TLR536P8YJ67