MCCOLL'S RETAIL GROUP PLC — AGM Information 2016

Sep 19, 2016

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTION

of

MCCOLL'S RETAIL GROUP PLC

(Passed 19 September 2016)

At a General Meeting of the above-named Company, duly convened and held at McColl's House, Ashwells Road, Brentwood, Essex, CM15 9ST on 19 September 2016 at 2.00 p.m. the following resolution was passed as an Ordinary Resolution.

ORDINARY RESOLUTION

"That the proposed acquisition by the Company of the Convenience Store Business as defined in the Circular (the "Acquisition") substantially on the terms and subject to the conditions of the sale and purchase agreement between the Company and Co-operative Group Limited (the "Sale and Purchase Agreement") and all agreements and arrangements made or entered into, or which may in the future be made or entered into, by the Company or any of its subsidiaries in connection with, or which are ancillary to, the Acquisition or the Sale and Purchase Agreement, be and are hereby approved and the directors of the Company (or any duly constituted committee thereof) be and are hereby authorised to take all such steps as they consider necessary, desirable or expedient to effect the Acquisition and to waive, amend, vary, revise or extend (to such extent as will not constitute a material waiver, amendment, variation, revision or extension in the context of the Acquisition as a whole) any such terms and conditions as they may consider appropriate and to do or procure to be done all such other things as they may consider necessary, desirable or expedient in connection with the Acquisition."

Tuesday Chairman