Court Meeting and General Meeting

By now all shareholders of Nisa Retail Limited should have received a copy of the Scheme Document

detailing the Co-op offer, along with two Forms of Proxy (one WHITE and one YELLOW). If you believe

that you are a shareholder, but have not yet received these documents in the post, please contact the

Registrar’s helpline on 0370 707 1127 as a matter of urgency, in order for the correct forms to be issued

to you.

This communication comes in two parts:

i. Explanation of what members are voting on

ii. Explanation of how to vote on the Co-op proposals

1. Online before the meetings

2. By post before the meetings

3. In person at the meetings

If you have any questions relating to the voting process, please ring the Registrar’s helpline on 0370

707 1127. Please not that this helpline cannot provide advice on the merits of the Resolutions nor

give any financial, legal or taxation advice.

i. What members are voting on

There are two votes that need to be passed for the Co-op proposals to be approved by the shareholders:

one vote at the Court meeting and the second vote at the General meeting. Your vote is required twice,

once for each of the meetings. Both will take place at the Shareholder meeting on Monday 13th

November 2017 at The Norman Hunter Suite, Leeds United Football Club, Elland Road, LS11 0ES.

The Court meeting The vote proposed at the Court meeting is to approve the Co-op’s proposal

To pass this requires a majority of those shareholders voting and representing 75% shares

voting, to vote in favour.

In practice, this means that in order for the proposal to be approved:

• More than 50% of the shareholders voting have to vote in favour

• And, those shareholders voting in favour must also represent 75% of the shares that

voted.

You can vote at this meeting using the WHITE Form of Proxy that you have received as part of

the scheme documentation.

This vote will take place at 11am on Monday 13th November 2017. Note, however, you can cast your

vote beforehand by appointing a proxy. There are different ways that you can do this and they are

explained in the ‘How to Vote on the Co-op proposals’ section below.

The General meeting If the vote at the Court meeting is passed, then the vote at the General meeting will be

proposed

The vote proposed at the General meeting is (1) to authorise the Nisa Directors to progress

with the Co-op proposals and (2) to approve certain changes to Nisa’s Articles of Association in

order to implement the Co-op proposals, for example, dispensing with the requirement to hold

an AGM, changing the minimum number of directors required for a directors’ meeting to take

place.

To pass this requires 75% of the shares voting, to vote in favour.

You can vote at this meeting using the YELLOW Form of Proxy that you have received as part

of the scheme documentation.

Subject to the vote at the Court meeting being approved, this vote will take place at the General

meeting at 11.15am (or as soon thereafter as the Court meeting is concluded). Note, however, you can

cast your vote beforehand by appointing a proxy. There are different ways you can do this and they

are explained in the ‘How to Vote on the Co-op proposals’ section below.

ii. How to vote on the Co-op proposals

1. Online before the meetings To appoint a proxy online (which effectively amounts to voting online), follow the instructions

on the BOTH the WHITE and YELLOW Forms of Proxy

Shareholders are able to appoint the Chairman of the Shareholder Meetings or, alternatively,

specify another person as their proxy. If a person appoints a person other than the Chairman

of the Shareholder Meetings as their proxy, that person would need to attend the Court

meeting and / or the General meeting in order to exercise your vote.

Shareholders are also able to specify how their proxy should vote on their behalf or,

alternatively, allow their proxy to exercise their discretion

Note, you must complete the process TWICE, once for the Court Meeting (WHITE proxy form)

and once for the General Meeting (YELLOW proxy form).

Shareholders must have nominated their proxy before 11am on Thursday 9th November 2017

for their vote to count in respect of the Court meeting and before 11.15am on Thursday 9th

November 2017 in respect of the General meeting.

Appointing a proxy online will not prevent you from attending and voting at either the Court

meeting or the General meeting. If you do attend the Court meeting and / or the General

meeting in person, your vote in person using the poll card (as explained in section 3 below) will

override the proxy vote.

For the Court Meeting (WHITE form)

A. Log on to www.investorcentre.co.uk/eproxy

Use the Control Number 914663 (also on the front page of your WHITE Forms

of Proxy) - to progress to the Court Meeting eProxy site

B. Use your Shareholder Reference Number (SRN) and PIN to log on

C. You will be asked to read and agree to eProxy terms and conditions

D. Choose who you would like to be your proxy

Note: this DOES NOT give your proxy the power to choose which way you will

vote, merely to cast your chosen vote for you on your behalf, unless you

specifically authorise your proxy to exercise their discretion

If you would like to select the Chairman of the Court Meeting, select “the

Chairman of the Court Meeting”

This would effectively amount to voting directly online

E. Indicate which way you would like your proxy to vote by selecting either For or Against

the member scheme.

If you would like your proxy to decide which way to vote on your behalf, then

please leave this section blank

F. Check that your vote preferences are correctly recorded

G. Insert your email address in the box to receive confirmation

H. Submit form

For the General Meeting (YELLOW form)

A. Log on to www.investorcentre.co.uk/eproxy

i. Use the Control Number 914662 (also on the front page of your YELLOW Forms

of Proxy) - to progress to the General Meeting eProxy site

B. Use your Shareholder Reference Number (SRN) and PIN to log on

C. You will be asked to read and agree to eProxy terms and conditions

D. Choose who you would like to be your proxy

Note: this DOES NOT give your proxy the power to choose which way you will

vote, merely to cast your chosen vote for you on your behalf, unless you

specifically authorise your proxy to exercise their discretion

If you would like to select the Chairman of the General Meeting, select “the

Chairman of the General Meeting”

This would effectively amount to voting directly online

E. Indicate which way you would like your proxy to vote by selecting either For, Against

or Withheld in relation to the member scheme.

If you would like your proxy to decide which way to vote on your behalf, then

please leave this section blank

F. Check that your vote preferences are correctly recorded

G. Insert email into box to receive confirmation

H. Submit form

2. By post before the meetings To appoint a proxy by post (which effectively amounts to voting by post), complete the Form

of Proxy section of the WHITE and YELLOW Forms of Proxy

Shareholders are able to appoint the Chairman of the Shareholder Meetings or, alternatively,

specify another person as their proxy. If a person appoints a person other than the Chairman

of the Shareholder Meetings as their proxy, that person would need to attend the Court

meeting and/ or the General meeting in order to exercise your vote.

Shareholders are also able to specify how their proxy should vote on their behalf or,

alternatively, allow their proxy to exercise their discretion

The proxy forms must be signed in order to be valid

Post the proxy forms using the pre-paid envelope (for use in the United Kingdom only) using

the address on the envelope

The postal proxy forms must be received before 11 am on Thursday 9th November 2017 in order

for shareholders' vote to count in respect of the Court meeting and before 11.15am on

Thursday 9th November 2017 in order for shareholders' vote to count in respect of the General

meeting

Appointing a proxy by post will not prevent you from attending and voting at either the Court

meeting or the General meeting. If you do attend the Court meeting and / or the General

meeting in person, your vote in person using the poll card (as explained in section 3 below) will

override the proxy vote.

For the Court Meeting (WHITE form)

A. Choose who you would like to be your proxy

Note: this DOES NOT give your proxy the power to choose which way you will

vote, merely to cast your chosen vote for you on your behalf, unless you

specifically authorise your proxy to exercise their discretion

If you would like to select the Chairman of the Court Meeting, then leave this

blank

This would effectively amount to voting by post

B. Indicate for how many shares you would like them to have proxy control

C. If you would like to split your voting shares across multiple proxies, then please

check box

D. Indicate which way you would like your proxy to vote by signing in the box either For

or Against the member scheme.

If you would like your proxy to decide which way to vote, then please leave this

section blank

E. Sign and date document

For the General Meeting (YELLOW form)

A. Choose who you would like to be your proxy

Note: this DOES NOT give your proxy the power to choose which way you will

vote, merely to cast your chosen vote for you on your behalf, unless you

specifically authorise your proxy to exercise their discretion

If you would like to select the Chairman of the General Meeting, then leave

this blank

This would effectively amount to voting by post

B. Indicate for how many shares you would like them to have proxy control

C. If you would like to split your voting shares across multiple proxies, then please

check box

D. Indicate which way you would like your proxy to vote by making with an “X” in the box

either For, Against or Vote Withheld in relation to the member scheme.

If you would like your proxy to decide which way to vote, then please leave this

section blank

E. Sign and date document

3. In person at the meetings Bring the poll card on both the WHITE (Court meeting) and YELLOW (General meeting) Forms

of Proxy along to the shareholder meetings at 11am on Monday 13th November 2017 at The

Norman Hunter Suite, Leeds United Football Club, Elland Road, LS11 0ES

You will be instructed as to how to complete the poll cards during the shareholder meetings

Shareholders must be present at the shareholder meetings on time in order for their vote to

count

If you wish to attend any of the shareholder meetings in person, please note that in order to

gain access to the meeting you must bring suitable identification to verify your identity. If you

are representing a shareholder which is a corporate entity, you must be able to demonstrate

that you have authority of that shareholder to attend and vote. You can do this by bringing

with you a letter signed by the shareholder authorising you to act on the shareholder's behalf.

Please note that the company reserves the right to refuse you entry if you do not bring these

documents with you.

The business has made every effort to make it as easy as possible for you to vote. Given the importance

of this vote for both you and for the future of Nisa Retail Limited, we would like to encourage all

shareholders to use their vote.