A 25 YEAR, UNBROKEN INDEXED LEASE

THE Co-Operative Group Head Office Sale and Leaseback

One Angel Square manchester 1 A 25 YEAR, UNBROKEN INDEXED LEASE to one of the world s largest consumer co-operatives

One Angel Square 2 3 Investment Summary Prime office investment located in city centre Substantial island site comprising 1.27 acres (0.51 hectares) situated at the heart of the NOMA scheme: www.noma53.com One Angel Square forms the first phase of NOMA, which comprises 4,000,000 sq ft (371,600 sq m) of mixed-use accommodation Iconic corporate head office building providing a total net internal area of approximately 327,643 sq ft (30,439 sq m) over basement, lower ground, ground and 14 upper floors One Angel Square is due to complete in September 2012 and will be one of the most sustainable buildings in Europe with a BREEAM rating of Outstanding highly specified floorplates with excellent natural light Freehold Securely let to The Co-operative Group Holdings (2011) Limited, with lease obligations guaranteed by The Co-operative Group Limited 25 year inflation-linked lease expiring in 2037 5 yearly upward only rental uplifts to the CPI (Consumer Price Index), with annual collar and caps of 1.5% and 4% compounded Initial rent of 9,000,000 per annum reflecting an average rent of 26.15 per sq ft ( 281.45 per sq m), excluding cars

One Angel Square manchester 4 5 EXECUTIVE Summary Location One Angel Square is a landmark head office for The Co-operative Group. Located within city centre, it forms part of NOMA, the leading next generation mixed-use development scheme in the United Kingdom. Description Designed by 3DReid Architects, One Angel Square is an iconic new office building, completing in September 2012. The property comprises a total of 327,643 sq ft (30,439 sq m) of high quality office accommodation arranged over basement, lower ground, ground and 14 upper floors. There are 146 secure car parking spaces located at basement level, in addition to 105 bicycle racks and 23 motorcycle spaces. Sustainability One Angel Square is one of the most sustainable buildings in Europe. The building will comprise the first BREEAM Outstanding regional office building in the UK and will be EPC A Rated. Tenure Freehold. Tenancy The property is to be let in its entirety to The Co-operative Group Holdings (2011) Limited, guaranteed by The Co-operative Group Limited, on full repairing and insuring terms for a term of 25 years from September 2012 (Lease expiry 2037). The tenant will have the right to extend the lease. Initial Income The initial rent of 9,000,000 per annum, equates to an average overall rent of 26.15 per sq ft ( 281.45 per sq m) and 3,000 per car space. Rent Review The lease provides for 5 yearly upward only rent reviews based on the increase in Consumer Price Index (CPI), which is subject to a minimum increase of 1.5% per annum and a maximum increase of 4% per annum, compounded over each 5 year review period. Capital Allowances It is the Vendor s intention to retain all plant and machinery Capital Allowances. VAT The property is elected for VAT purposes and therefore VAT will be payable on the transaction. Investment Proposal Offers are invited for the freehold interest in One Angel Square, subject to contract and exclusive of VAT. Projected Income Profile The rent will be inflation indexed to CPI within the following range during the term of the lease: Minimum Rent ( ) Maximum Rent ( ) Years Per Annum Per sq m Per sq ft Per Annum Per sq m Per sq ft 1-5 9,000,000 281.45 26.15 9,000,000 281.45 26.15 6-10 9,695,556 303.20 28.17 10,949,876 342.42 31.81 11-15 10,444,867 326.63 30.34 13,322,199 416.61 38.70 16-20 11,252,089 351.87 32.69 16,208,492 506.87 47.09 21-25 12,121,695 379.07 35.22 19,720,108 616.68 57.29

One Angel Square 6 7 Contents 8 Location/Communications 12 Situation 16 Noma 20 Description 26 Professional Team/warranties 29 Specification 30 Sustainability 32 Accommodation 34 Floor plans 36 Tenure 38 Tenancy 40 PLANNING AND TAX 41 Covenant 42 Appendices 47 Investment Proposal 54 Contact Information 56

One Angel Square 8 9 MANCHESTER THE UK S SECOND CITY LOCAL OCCUPIERS THE ECONOMIC AND CULTURAL CAPITAL OF THE NORTH-WEST is the largest and fastest growing regional capital in the UK, generating wealth equal to that of Leeds, Liverpool and Sheffield combined. It comes second only to London both in business terms and the quality of its city environment, retail and leisure amenities. A dynamic series of public/private partnerships has delivered an unrivalled track record of development across the built environment. Greater has a population of 2.5 million, a welleducated, skilled workforce of 1.3 million and a GDP of 28 billion. The workforce 65% of it aged under 45 has excellent language, technical and customer service skills. The university population is one of the largest in Europe. These factors combine to make an ideal location for corporates. greater is the largest commercial finance centre outside London in terms of venture capital and corporate finance activity. the region has 350,000 employers the highest number for UK regional business centres. is rated best city in the UK by the Economist Intelligence Unit. 80 members of FTSE 100 are based in. Over 3 billion committed to major real estate infrastructure projects in. rapid access to London and other financial centres by road, rail and air. status as a cultural centre reinforced by BBC relocation from London. financial services credentials proven by relocation of Bank of New York Mellon. readily accessible pool of financial talent, and a larger labour force within a 60-minute drive-time than any other comparable city. 80 members of the ftse 100 are based in manchester the bbc s recent move to manchester marks a large-scale decentralisation from London

One Angel Square 10 11 MANCHESTER LIFESTYLE Cultural And Creative Centre has always been known for the vitality of its cultural life, from Barbirolli to Morrissey, from Lowry to Madchester, and the capital of the north continues that tradition in new and established venues across the city. The Arena is Europe s busiest indoor concert arena. The Hallé orchestra thrives in its architecturally stunning new home, the Bridgewater Hall, and the Camerata plays at the Royal College of Music. s thirteen theatres create the UK s best theatre repertory scene outside London s West End and host top touring companies at the Royal Exchange Theatre, Opera House and Palace Theatre. Retail and Leisure Market currently sits in fourth place in the CACI retail rankings, providing approximately 3,250,000 sq ft (301,925 sq m) of retail accommodation. NOMA is situated adjacent to the Arndale Centre. With 1.4 million sq ft (130,060 sq m) of retail floor area and 38 million visitors annually, the Arndale Centre is the UK s largest inner city shopping centre and the most visited in the north-west. The city centre has a substantial leisure provision ranging from mass market bars and restaurants within The Printworks, through to destination locations including Spinningfields, Deansgate, King Street and The Northern Quarter. With NOMA delivering 500,000 sq ft (46,450 sq m) of retail, leisure and hotel accommodation to the market, the city s offering continues to strengthen. International Sporting Destinations is recognised the world over for its sporting achievements home to United, City, Bolton Wanderers and Wigan Athletic football clubs and in 2002 host of the Commonwealth Games. The region s sporting star is in the ascendant: recent major sporting events include the Paralympics World Cup, the UEFA Cup Final, the FINA World Swimming Championships and UCI Track Cycling World Championship as well as the BUPA Great Run. The thing about is it all comes from here Noel Gallagher has been at the forefront of many social movements: England s professional football league, the trade union movement, the Suffragettes, vegetarianism, and of course it is the birthplace of the global Co-operative Movement. 3.25 million Sq ft of retail accommodation 21,000 The arena is a large indoor arena with a capacity of 21,000, larger than the 20,000 O2 Arena in London 38 million Visitors to the Arndale Centre per annum the UK s largest inner city retail centre Thirteen Theatres

One Angel Square 12 13 Location/COMMUNICATIONS is located in the heart of the United Kingdom, 181 miles (290 km) north-west of London and benefits from a world class, multi-modal integrated transport infrastructure that provides fast and affordable connectivity throughout the conurbation and beyond. Edinburgh 217 miles (347 km) Glasgow 215 miles (344 km) Road Bus/Tram Rail Air has excellent road links including one of the most comprehensive motorway networks in the country with orbital and linear motorways providing direct access to Leeds, Liverpool, Sheffield, Glasgow, Edinburgh, London and Bristol. The Shudehill Transport Interchange is situated adjacent to NOMA and receives buses from s Northern environs and trams heading to and from Piccadilly Railway Station, Salford Quays and the affluent South suburbs. Victoria lies directly adjacent to NOMA, which together with the city s expanding Metrolink tram service, facilitates easy commuting. Since its upgrade, the West Coast Mainline train service has a reduced journey time to London Euston of just two hours, with three trains per hour. Airport is located only 5 miles (8 km) to the south-west of and is the north s only major international gateway and the UK s third largest air hub. The Airport was awarded best UK Airport 2010 in the business travel awards and presently it offers routes to over 225 destinations on all five continents including 65 flights per week to the US. Dublin 165 miles (266 km) Liverpool 34 miles (54 km) Leeds 40 miles (64 km) road network Preston and M6 M62 M61 Liverpool Warrington J12 M60 J15 Salford M602 M60 M66 Bury J18 M62 A627(M) Oldham M60 Leeds and M1 J24 Stockport M62 Sheffield M67 Train times from London Edinburgh Glasgow Birmingham Bristol Leeds Liverpool Sheffield Source: National Rail.co.uk 2hrs 7mins 3hrs 23mins 3hrs 11mins 1hr 31mins 2hrs 59mins 54mins 47mins 48mins International flight times Abu Dhabi Amsterdam Brussels Chicago Dubai Dublin Frankfurt Geneva Milan Munich New York Paris 7hrs 25mins 1hr 25mins 1hr 30mins 9hrs 30mins 7hrs 50mins 1hr 1hr 40mins 1hr 50mins 2hrs 20mins 2hrs 8hrs 1hr 30mins a world class, multi-modal integrated transport infrastructure Birmingham 83 miles (133 km) Bristol 165 miles (264 km) Sheffield 39 miles (62 km) London 196 miles (314 km) Source: Airport J3/1 Chester Birmingham M56 Altrincham J5 Airport

One Angel Square manchester PICCADILLY STATION international conference centre 14 15 Beetham TOWER Shudehill Transport interchange THE ARNDALE SHOPPING CENTRE selfridges harvey nichols THE PRINTWORKS The National Football Museum One Angel Square forms part of NOMA, the leading next generation mixed-use development scheme in the UK ANGEL MEADOWS MANCHESTER VICTORIA STATION METROLINK Arena

www.oneangelsquare.co.uk One Angel Square manchester Angel Meadows Residential Quarter Arena Victoria Station Medieval Quarter 16 Central Salford Lowry Hotel Salford Central Station Printworks Cathedral Harvey Nichols 17 SITuation Selfridges Retail Core The 20 acre (8.08 hectare) NOMA scheme is situated between the city centre s largest park (Angel Meadows), its main shopping and leisure destination (the Arndale Centre and Exchange Square) and two major transport hubs ( Victoria Station and the Shudehill Transport Interchange). Northern Quarter Arndale Centre Royal Exchange One Angel Square is adjacent to Victoria railway station and is prominently situated in the heart of NOMA, bounded by Miller Street, Angel Street and Corporation Street. Construction to narrow Miller Street and upgrade Angel Street is underway which will further enhance permeability, for pedestrians. House of Fraser Piccadilly Gardens Law Courts Spinningfields Town Hall Art Gallery Left Bank Great Northern Hilton Hotel Castlefield Piccadilly Gateway Central Business Core China Town The Village Midland Hotel Central Pedestrian access will be provided via an attractive public realm to the north of Miller Street, that will integrate One Angel Square with the wider NOMA scheme. Piccadilly Station Eastern Gateway Peter s Fields / The Conference Quarter Deansgate Station Oxford Road Station Higher Education Precinct Southern Gateway Proposed second City Metrolink Crossing

One Angel Square manchester Angel Meadows 18 19 Arena 1.2 million Visitors Victoria Station 6.4 million Passengers rising to 12/14 million Angel Meadows Residential Quarter City Buildings Hotel CGI Chetham s School of Music Medieval Quarter City Buildings Hotel Angel Square CGI Cathedral National Football Museum 350,000 Visitors Printworks 9.4 million Visitors Shudehill Transport Interchange Crowne Plaza Hotel & Holiday Inn Express 420 Beds Triangle Northern Quarter The Shambles Next Harvey Nichols Ring Road Traffic flow around the NOMA District Selfridges Arndale Centre 38 million Visitors M&S Retail Core

One Angel Square manchester 20 21 NOMA The Vision Computer Generated Image NOMA s sustainable City Centre district This vision has been facilitated through the combination of The Co-operative s unique land ownership and the application of The Co-operative s founding principles of progressive forward-thinking and social responsibility. Designed by 3DReid, One Angel Square forms the centrepiece of this 800 million development scheme that will deliver: 2.5 million sq ft Prime New/Refurbished Office Space A key strength of NOMA is that detailed plans for new build office space can be flexibly implemented to suit a range of market needs. Refurbished space will also accommodate prospective occupiers changing requirements. 300,000 sq ft Retail and Leisure NOMA will incorporate the city centre s largest open green park, Angel Meadows, with a quarter of the entire site accessible to public. Progressive architecture with historic buildings will create a hugely enjoyable shopping experience. 1.0 million sq ft Residential NOMA s residential offer will be for people from all backgrounds and will be developed for everyone from families to older people and those starting out in life. 200,000 sq ft Hotel A new cylindrical 14-storey, 176 bed hotel on the site of the former post office will provide additional amenity for NOMA visitors with more hotel space to come.

One Angel Square manchester 22 23 NOMA The Implementation NOMA will deliver an integrated DEVELOPMENT PROGRAMME over the next ten years With planning consent already granted for a 176 bedroom 4* hotel and restaurant with construction starting in September 2012 alongside the submission of a detailed planning application for a 100,000 sq ft (9,290 sq m) Grade A office refurbishment, NOMA is gaining significant momentum. Phase 1 of the Public Realm will complete in September 2012 with Phase 2 set to follow, helping to create a sense of place within NOMA and provide a platform for further development within the next 1-3 years. Further developments will include a multistorey car park the implementation of the retail masterplan and further new build and refurbished office product. A major part of creating the infrastructure for s sustainable city centre district has been the re-routing of the city s inner ring road along Angel Street around One Angel Square. The new road network will include the narrowing of Miller Street to two lanes and the introduction of extensive traffic calming measures to increase the prominence of One Angel Square and thereby knitting the NOMA district into the fabric of city centre. CREST STREET LITTLE NELSON ST NEW BRIDGE STREET In Development 1 3 years MILLOW ST ASPIN LANE CROWN LANE DANTZIC ST MINCING ST ASPIN LANE ANGEL MEADOWS OLD MOUNT ST 3 5 years 5+ years Estimated delivery time CORPORATION STREET MUNSTER STREET DANTZIC ST ANGEL STREET STYLE STREET NAPLES STREET SCHOOL ST NEW MOUNT ST VICTORIA STATION MILLER STREET BESWICK ROW PUBLIC REALM ANGEL STREET LUDGATE STREET SIMPSON ST DYCHE ST Computer Generated Image VICTORIA STATION APPROACH LONG MILLGATE TODD STREET P P LONG MILLGATE CORPORATION STREET PUBLIC REALM FEDERATION STREET REDFERN STREET MAYES STREET MAYES STREET DANTZIC STREET HANOVER STREET MILLER STREET NEWBECK ST PUBLIC REALM ROCHDALE ROAD SWAN STREET HIGHER OSWALD ST CABLE STREET

One Angel Square manchester 24 25 NOMA Infrastructure Investment NOMA at the centre of a major transformation of s connectivity Northern Hub Network Rail and regional partners are committed to the Northern Hub scheme that will create a projected 4.2 billion of benefits and create an additional 23,000 jobs. The electrification of the route between Victoria and Liverpool Lime Street is a key part of this project and is in development at an estimated cost of 124 million. Victoria Station The 26 million project to transform Victoria station into a major regional interchange. Funding has been secured to substantially redesign and rebuild the roof, improve the connectivity to the Arena, redesign platform arrangements to accommodate increased capacity and provide an improved retail and leisure offer. Contractors are now on-site and the station should be completed by 2014. The Ordsall Chord The initial funding of 85 million has been agreed to directly connect Victoria and Piccadilly Railway Stations for the very first time to allow faster and more frequent services in the North. This would see most fast trans-pennine services going via Victoria as soon as 2016. Metrolink Second City Crossing (2CC) In addition to new lines recently opened to MediaCityUK and Chorlton, there are proposals for a further extension from the Deansgate-Castlefield stop through to the existing MetroLink line at Victoria station. This will triple the existing capacity by 2016, making Metrolink the largest tram system in the UK. The city centre will be connected to Airport with services every 12 minutes. Already located at the centre of excellent transport connections, NOMA is set to benefit from wider plans. Infrastructure investment could total in excess of 700 million. 14 million Up to 700 more trains per day accommodating up to 14 million rail passengers per annum Six fast trains Six fast trains per hour between Leeds and Direct service A new direct service to Airport Faster Computer Generated Image of Transport for Greater s proposed second Metrolink route across the city centre River Medlock WHITWORTH STREET WEST Deansgate ALBION STREET LIVERPOOL ROAD Beetham Tower Deansgate- Castlefield (Skypark) GREAT BRIDGEWATER ST WHITWORTH STREET WEST QUAY STREET PETER STREET PETER STREET DEANSGATE DEANSGATE Great Northern Central LOWER MOSLEY STREET Bridgewater Hall GREAT B RIDGEWATER STREET BARBIROLLI SQUARE WINDMILL STREET CHEPSTOW SPINNINGFIELDS Opera House BOOTLE STREET SOUTHMILL STREET MUSEUM ST MOUNT ST Midland Hotel LLOYD STREET CENTRAL ST Friends Meeting House LIBRARY WALK Central Library St Peter s Square BRAZENNOSE STREET LLOYD STREET BRIDGE STREET Statues PRINCES STREET JOHN DALTON STREET TASLE ALLEY ALBERT SQUARE Town Hall SOUTH KING STR ET FOUR BOW LANE BOOTH STREET KING STREET Parsonage Gardens DEANSGATE ST ANN STREET St Ann s Church YARDS CROSS STREET KING STREET ST ANN S SQUARE CHAPEL WALKS ESSEX STREET CHEAPSIDE CHINATOWN OLD BANK ST HALF MOON ST MARSDEN ST NEWMARKET BLACKFRIAR STREETS ST MARY S GATE MARKET ST Royal Exchange Mosley Street River Irwell NEW CATHEDRAL ST M&S MARKET ST Market Street CHAPEL STREET VICTORIA BR ST Selfridges EXCHANGE SQ Arndale GREENGATE Cathedral The Triangle Exchange Square CHURCH STREET FENNEL ST HIGH STREET HUNT S BANK Chetham s School of Music Urbis TODD ST STATION APPROACH CORPORATION STREET The Printworks BALLOON ST ST Shudehill Shudehill Transport Interchange SHUDEHILL NEW BRIDGE STREET Arena Victoria LONG MILLGATE STREET HANOVER Victoria NORTHERN QUARTER SWAN STREET LER MI STREET CHEETHAM HILL ROAD ROCHDALE ROAD ADDINGTON STREET Rochdale Canal PORTLAND STREET PORTLAND STREET Journey times to Sheffield, Yorkshire and the North East and west to Chester Computer Generated Image of the redesigned Victoria Station entrance Oxford Road OXFORD STREET Palace Theatre WHITWORTH STREET PRINCES STREET Piccadilly Gardens AYTOUN STREET Piccadilly Gardens PICCADILLY DALE STREET LEVER STREET NEWTON STREET OLDHAM STREET Second City Crossing Second City Crossing & proposed new stop location Existing Metrolink & stop N

One Angel Square manchester 26 27 Description Designed by 3DReid, One Angel Square is an iconic new office building completing in September 2012. The building is of steel and concrete frame construction with concrete topping floor slabs, a double skin glazed façade and incorporates a series of winter gardens on floors 2-11 providing break out spaces and a greatly enhanced working environment. The building comprises the first BREEAM Outstanding regional office building in the UK and comprises a total of 327,643 sq ft (30,439 sq m) of prime office accommodation arranged over basement, lower ground, ground and 14 upper floors. Typical office floors range up to approximately 29,000 sq ft (2,694 sq m) and provide column free accommodation enabling maximum occupational efficiency and flexibility. The configuration of the cores permit an extensive range of options for letting and subdivision from a full floorplate down to suites of 3,000 sq ft (279 sq m). Each floor is capable of sub-division up to six zones. The building benefits from a large full height atrium, providing excellent natural light throughout. There are 146 parking spaces at basement level including 8 accessible spaces, 23 motorbike spaces and 105 cycle storage stands. Vehicular access to the lower ground and basement levels is via Angel Street. Computer Generated Image of the public realm

One Angel Square 28 29 PROFESSIONAL TEAM and CONSTRUCTION WARRANTIES The cost of construction is approximately 105 million and the professional team includes: Developer The Co-operative Group Main Contractor BAM Construct UK Architect 3DReid Project Management Gardiner & Theobald Engineering Buro Happold The benefit of the Vendor s rights in respect of the construction contract and professional appointments can be assigned. AWARD-WINNING HEAD OFFICE 2011 North West Insider Awards 2012 Property Week Awards Design Patron of the Year 2011 Builder and Engineer Awards Sustainability Achievement Award 2012 Green Apple Award Sustainable Project of the Year Client of the Year Architect of the Year: 3DReid Bronze Award Large Private Project of the Year

One Angel Square 30 31 Specification The specification includes: air cooling/heating is provided via chilled beams utilising concrete reducing cooling load for reduced energy consumption typical finished floor to ceiling heights of 2.80m typical slab to slab height of 4.00m fully accessible raised floors with a clear void of 350mm floor to ceiling glazing lg7 compliant lighting system (300 500 LUX) planning module based on occupancy of 1 person per 8 sq m floor supports imposed loadings of 4kN/m 2 + 1kN/m 2 for partitions 10 x 17 person passenger lifts 3 x 21 person service lifts Male, female and disabled toilets on each floor building Environmental Management System 146 car parking spaces, 105 cycle storage stands Computer Generated Image

One Angel Square manchester 32 33 Sustainability One Angel Square is one of the most sustainable buildings in europe The desire to create a highly innovative, sustainable building was central to the original design brief for architects 3DReid and the design team. Overview The focus on sustainability has been embedded at the heart of the project and has shaped all of the core activity impacting everything from choosing the initial location for the building, the architectural design, throughout the construction process and has also influenced how The Co-operative Group will occupy the building in its entirety. Design Features The building will be powered using a pioneering, bio-fuel cogeneration plant oil fed combined heat and power (CHP) system. Rapeseed oil, which is being grown on The Co-operative s own farmland, will be used to run the engine. Rainwater and greywater harvesting has been employed to guarantee low water consumption and the building has many ground breaking engineering features, including a double skinned façade to minimise heating and cooling throughout the year. Geothermal earth tubes to circulate fresh air and chilled beams throughout to provide natural cooling. Benefits One Angel Square will operate with at least an 80% reduction in carbon emissions and a 50% reduction in energy consumption compared to the current Co-operative head office complex, which in turn will save the Group over 500k per annum. As occupiers, The Co-operative Group have seized the opportunity to introduce a programme of organisational transformation to ensure the building is used in a sustainable way including creating a green travel plan for the site and rolling out virtual desktop technology that not only uses less heat and energy but will also enable flexible working, including home working and hot desking to drive maximum space efficiency. BREEAM RATING Outstanding EPC Rated A DEC Rated A It is the First commercial building of this size and scale to achieve all three of these standards* *Ratings are predicted and based on building designs.

www.oneangelsquare.co.uk One Angel Square 34 35 Accommodation Computer Generated Image of the eighth and ninth floor terraces Computer Generated Image of Angel Square The building is being measured by Plowman Craven Associates in accordance with the RICS Code of Measuring Practice (6th Edition) and will comprise the following approximate net internal areas: Demise Use Net Internal Area sq ft Net Internal Area sq m 14th Floor Offices 6,717 624 13th Floor Offices 9,300 864 12th Floor Offices 11,927 1,108 11th Floor Offices 14,004 1,301 10th Floor Offices 15,855 1,473 9th Floor Offices 16,157 1,501 8th Floor Offices 23,595 2,192 7th Floor Offices 27,480 2,553 6th Floor Offices 28,987 2,693 5th Floor Offices 27,480 2,553 4th Floor Offices 28,987 2,693 3rd Floor Offices 27,480 2,553 2nd Floor Offices 28,987 2,693 1st Floor Offices 5,597 520 Ground Offices 20,613 1,915 Ground Atrium 10,355 962 Ground Reception 5,210 484 Lower Ground Ancillary 18,912 1,757 Basement Parking (146 spaces) Total 327,643 30,439 A duty of care from Plowman Craven will be available to the purchaser. 14th Floor 13th Floor 12th Floor 11th Floor 10th Floor 9th Floor 8th Floor 7th Floor 6th Floor 5th Floor 4th Floor 3rd Floor 2nd Floor 1st Floor Ground Lower Ground Basement

One Angel Square 36 37 Floor plans Loading Bay Atrium LOWER GROUND FLOOR 18,912 sq ft 1,757 sq m Indicative office FLOORS Up to 29,000 sq ft 2,694 sq m Reception Terraces GROUND FLOOR 36,178 sq ft 3,361 sq m Indicative Terrace FLOORS The 8th, 9th, 10th, 11th, 12th, 13th and 14th floors benefit from terraces Not to scale: For indicative purpose only

One Angel Square manchester 38 39 Tenure Freehold. The total site area (indicated red) extends to approximately 1.27 acres (0.51 hectares). Public Realm is shown edged blue. MILLOW ST ASPIN LANE CROWN LANE ASPIN LANE CORPORATION STREET MUNSTER STREET DANTZIC ST STYLE STREET ANGEL STREET BESWICK ROW Public realm MILLER STREET MAYES STREET MILLER STREET The OS plan is not to scale and shows the approximate position of the freehold boundaries edged red. The attached is for identification purposes only and the accuracy of the plan cannot be guaranteed and does not form part of any contract.

One Angel Square manchester 40 41 Tenancy The property is to be let in its entirety to The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R) on full repairing and insuring terms for a term of 25 years from September 2012 (Lease expiry 2037). The Co-operative Group Limited (IP Society number IP00525R) will guarantee the lease obligations for the duration of the lease. PLANNING AND TAX Capital Allowances It is the Vendor s intention to retain all plant and machinery Capital Allowances. VAT The property is elected for VAT purposes and therefore VAT will be payable on the transaction. Planning The local planning authority is City Council. initial Rental Profile Use Rent ( per sq ft) Rent ( per sq m) Lower ground floor 10.00 107.64 Ground floor reception and atrium 13.50 145.32 Ground floor offices 26.00 279.87 Office floors 1-14 28.00 301.40 Basement car parking 3,000 per space PROJECTED Rental Profile The rent will increase within the following range within the term of the lease: Minimum Rent ( ) Maximum Rent ( ) Years Per Annum Per sq m Per sq ft Per Annum Per sq m Per sq ft 1-5 9,000,000 281.45 26.15 9,000,000 281.45 26.15 The initial rent of approximately 9,000,000 per annum equates to an average rent of 26.15 per sq ft or 281.45 per sq m, excluding cars. The precise initial rent will be calculated based on the areas provided by Plowman Craven and using the rental breakdown detailed (see left). The lease provides for 5 yearly upward only rent reviews based on the increase in Consumer Price Index (CPI), which is subject to a minimum increase of 1.5% per annum and a maximum increase of 4% per annum, compounded. There are three tenant options to extend the lease for a further 10 years at an open market rent, each subject to a tenant option to determine on the 5th anniversary. 6-10 9,695,556 303.20 28.17 10,949,876 342.42 31.81 11-15 10,444,867 326.63 30.34 13,322,199 416.61 38.70 16-20 11,252,089 351.87 32.69 16,208,492 506.87 47.09 Please see Appendix 1 for a Summary of the Occupational Lease. 21-25 12,121,695 379.07 35.22 19,720,108 616.68 57.29 20,000,000 15,000,000 10,000,000 Minimum Rent Maximum Rent 5,000,000 0 1-5 6-10 11-15 16-20 21-25 Computer Generated Image of the Atrium

One Angel Square 42 43 Covenant The Co-operative group Overview The Co-operative family of Businesses The Co-operative Group is the UK s largest consumer co-operative, offering a wide range of services including food, financial services, pharmacy, funerals, legal services, life planning, motor vehicles and electrical goods. The UK s fifth largest food retailer with a store in every postal area, serving more than 14 million customers a week. Europe s most sustainable financial services provider, offering banking and insurance services to personal and business customers. Owned and democratically controlled by its members, The Co-operative Group operates according to values and principles that remain as true and relevant today as they did when the business was created more than 150 years ago. As a co-operative, the values of openness, honesty and social / environmental responsibility are integral to the business. Profits are shared with each member according to how much they spend over the year and in 2011, 142 million was paid back to members. In 2011, The Co-operative Group launched its ground breaking ethical plans with industry leading commitments on a range of issues from Fairtrade and climate change, to ethical finance and support for local communities. The UK s third largest pharmacy business, offering community based and online services making us the second largest outpatient dispensary service. The funeral business is considered the UK leader, carrying out over 100,000 funerals each year across a network of 850 funeral homes that s 18% of all funerals in the UK The Co-operative Group also operates commercial activities in security and clothing and have established a joint venture with Thomas Cook, which constitutes the UK s largest travel agency. INVEST IN 150 YEARS OF SOCIAL AND ETHICAL ENTERPRISE 13.3 billion Gross sales 102,000 Employees 5,000+ Retail trading outlets 21 million Customers served every week across the businesses 7.2 million Members

One Angel Square 44 45 Financials The tenant, The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R), is a holding company and shareholder for the major trading companies within the Co operative movement including food, funerals and pharmacy. The directly held subsidiaries to The Co-operative Group Holdings (2011) Limited are substantial operating businesses that contribute over 80% of the Group revenues. The Co-operative Group is being structured as the diagram below illustrates. The Co-operative Group Limited 100% Direct Holding Indirect Holding The Co-operative Group Holdings (2011) Limited The Co-operative Financial Services Limited 100% 100% Funeral Services Limited The Co-operative Group Food Limited 100% Somerfield Stores Limited The Co-operative Group Limited (IP Society number IP00525R) will provide a guarantee in respect of the lease obligations. A permitted assignee is defined as one which either has a Standard & Poor rating of BBB Stable or the equivalent at Moody s or Fitch, or if it does not have such a rating, is of no lesser covenant strength than an entity which does have such a rating and assignment to it would give rise to no loss of reversionary value by the landlord as detailed in Appendix 1. The table below shows the last three years annual accounts for The Co-operative Group Limited: Y/E Dec 2011 Y/E Dec 2010 Y/E Dec 2009 Gross Sales 13.3 billion 13.14 billion 12.04 billion Underlying Operating Profit 526 million 602 million 464 million Members Funds 5.06 billion 4.84 billion 4.52 billion Standard & Poor provides a credit rating for this covenant of BBB-

One Angel Square manchester 46 47 APPENDICES APPENDIX 1 SUMMARY OF OCCUPATIONAL LEASE TERMS APPENDIX 2 SUMMARY SPECIFICATION APPENDIX 3 MARKET COMMENTARY 48 50 52

One Angel Square manchester 48 49 APPENDIX 1 SUMMARY OF OCCUPATIONAL LEASE TERMS Lease Date Initial Rent Alienation Repair The lease is to be put in place upon completion of the sale of the property. Landlord To be agreed with the purchaser. Tenant The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R). Guarantor The Co-operative Group Limited (IP Society number IP525R). Premises The land shown edged red on the Plans together with all buildings and other structures now or at any time during the Term on it, known as 1 Angel Square, NOMA,. Term 25 years from the date of completion of the sale with the benefit of security of tenure and compensation provisions of the Landlord & Tenant Act 1954. The tenant will have the benefit of three rights to extend the lease, in each case for a period of 10 years, on the same terms, except for rent. Each lease will contain an option for the tenant to determine on the 5th anniversary of the lease. The rent under each further lease is to be the then open market rent, and will be subject to 5 yearly upwards only open market rent reviews. 9,000,000 per annum. Rent Review The rent is subject to upwards only rent reviews every 5 years, in line with the growth in the Consumer Price Index (CPI). The lease will provide for a maximum increase over 5 years of 4%PA compounding (1.2167 multiplier) and a minimum increase of 1.5%PA compounding (1.0773 multiplier). Insurance The landlord is to insure against the full commercial risks and fees, including terrorism where available, and loss of rent and estate service charge for a minimum period of 5 years. The uninsured risk loss falls to the landlord who will have the option to reinstate and should they choose to do so is liable for all reinstatement costs. For so long as The Co-operative is the tenant, it will have the right to insure the premises. The lease contains a test on assignment whereby the landlord may withhold its consent to an assignment if the assignee is not a permitted assignee. Landlords consent is not required to an assignment to a permitted assignee. A permitted assignee is one which either has a Standard & Poor rating of no less than BBB stable or the equivalent at Moody s or Fitch or, if it does not have such a rating, is of no lesser covenant strength than an entity which does have such a rating and assignment to it would give rise to no loss of reversionary value by the landlord. There is no Authorised Guarantee Agreement on assignment to a permitted assignee. The lessee is permitted, subject to the lessor s prior consent (which is not to be unreasonably withheld or delayed) to: i. Sublet the entire demise ii. Sublet whole floors or multiples thereof iii. Sublet part floors provided that each sublet unit comprises not less than (3,000 sq ft/279 sq m) and is capable of forming a self-contained unit iv. Sublet up to four floors to a serviced office provider or at an all inclusive rent, or at less than Open Market Rate v. Otherwise, all sublettings will be at Open Market Rental Value vi. All sublettings on part floors will be contracted outside of the Landlord & Tenant Act 1954 as amended. Various sharing arrangements are permitted without control but without compromising security of tenure and the Landlord & Tenant Act 1954 as amended. The tenant is required to keep the premises in good and substantial repair, subject to a fair wear and tear exception in the last 3 years of the term. Yield Up There is no dilapidations or reinstatement liability, save in the case of structural alterations completed during the term which reduce the net internal area by more than 2.00%. Alterations Alterations to the exterior of the building are precluded without landlords consent, other than the conversion of the first floor business lounge and/or the 9th-14th floors terraces to bring them within the floorplate. Internal structural and non structural alterations maybe carried out without landlords consent but are subject to a notification requirement. Estate Service Charge The tenant is to be responsible for payment of the NOMA estate service charge. Naming Rights The lessee has a right to name the building. Use The use is as high class, professional and commercial and/or government offices, conferencing facilities, and ancillary uses and car parking, and any other use subject to landlords consent not to be unreasonably withheld.

One Angel Square manchester 50 51 APPENDIX 2 SUMMARY SPECIFICATION Substructure Substructure is a concrete frame. Superstructure Superstructure consists of a steel and concrete frame supporting concrete topping floor slabs. Internally, the office space is column free. External Finishes External Walls Ground & 1st Floor external double height glazed curtain walling, with spandrel panels to the rear of the external precast columns. Levels 02-07 External walls comprise of full height unitised double skin façade with extended fins to provide solar shading. Within the double skin façade the walkway provides a maintenance route as well as acting as a brise soleil. Levels 08-14 External walls comprise full height unitised double skin façade and full height curtain walling to the terraces. Level 15 (Plant Room) External walls comprise full height utilised double skin façade and a louvered plant room. Finishes Basement Floor Sealed concrete slab with painted blockwork walls, exposed ceiling soffit. Lower Ground Floor Sealed concrete slab to loading bay, plant rooms, circulation areas, cores, security office, Business Centre, reception to be vinyl linoleum floor finish. Ceilings Fully serviced ceiling raft incorporating chilled beams, lighting, sprinklers and PIR sensors within each of the coffers. Chilled beams are factory sprayed white metal panels system. External Terrace Perimeter walls to the terrace consist of double skin glazed façade, atrium roof and glazed stainless steel balustrade. Composite concrete pavers form the finished external surface with pebble borders between double skin façade, office glazing and terrace material. Raised bed planters allow for soft landscaping on Levels 8, 10-14. Dead Loads 0.5 kn/m² raised floors Imposed Loads Office Areas 4 kn/m² inclusive 1 kn/m² for partitions High Load Zones 7.5 kn/m² + 0.5 kn/m² Up to 10 kn/m² in plant areas Column Spacing Minimum 7.5m column free floorplate (max 16m span) Slab to Slab Height Basement 3.0m Lower Ground Floor 5.0m Ground 8.0m (part fit out for level 1) Level 2 14 offices 4.0m Floor to Ceiling Height Air Cooling/Heating Air cooling is provided via chilled beams utilising concrete reducing cooling load for reduced energy consumption. Heating is provided via incoming air through the raised access floor and supplemented with perimeter heating. Fresh Air 12 L/S based on 1 person per 8m² or 10m² Humidity Control Maximum 60% RH Temperature 24 degrees C +/- 2 degree C with chilled beams (21 degrees C in winter) Lighting Design Lighting Level 300-500 lux Fire Alarms L1 system with voice chip sounders Sprinkler System Full sprinkler coverage in compliance with Approved Document part B Emergency Power Uninterrupted power source (UPS) plus standby generators Means of Escape Density one person per 6m², for Fire Escapes/Lifts Car Parking 146 spaces which includes 8 accessible and 23 motorbike spaces. Minimum 2.3m x 4.8m parking bays Minimum 6m width search lines Maximum 1 in 6 ramps 5 contractor spaces Cycle Provision 105 cycle storage stands Ground Floor/Reception Area Porcelain tile floors with walls clad in timber panelling and painted plaster. Typical Office Floor 2.8m Raised Floor Toilet Provision Based on occupancy of average one person to 8m² Upper Floors Typical Office Layout Raised access floors with carpet tile finish (heavy duty grade floor antistatic for IT hub rooms). Server Rooms Heavy Grade antistatic raised floor (500mm) (450mm clear service zones). Auditorium carpet tiles. Mock store terrazzo floor tile. Walls finished in oak veneer acoustic timber panelling. Gym specialised rubberised floor finish. 400mm (350mm clear void) Planning Grid 1.5m x 3m (Chilled Beams dictate 3m centres) Occupancy Generally based on 1 person per 8m², and is capable of upgrading to 1 person per 6m² in certain areas. Noise from Service Open plan offices Cellular offices Meeting/Board Rooms Circulation/Cores Lifts 10 No.17 person passenger lifts 3 No.21 person service lifts (1 in each core) Destination Control System NR38 NR35 NR30 NR40

One Angel Square manchester 52 53 APPENDIX 3 Market Commentary Occupational Market is the largest regional city centre office market with a total stock of approximately 20,000,000 sq ft (1,858,000 sq m). s financial and professional services sector employs over 250,000 people across 29,000 businesses and, with a long history of mergers, consolidations and attracting inward investors, the city records the highest take-up levels across the regions of close to 1,000,000 sq ft (92,900 sq m) per annum. Take-Up continues to outperform the Big 6 regional centres in terms of take-up with 699,050 sq ft 2010 3.9 million sq ft (64,942 sq m) transacted in 2011, that represents a very similar level to the 5 year average take-up figure of circa 800,000 sq ft (74,323 sq m). Edinburgh 12% 18% Edinburgh Birmingham Glasgow Bristol Leeds Birmingham Bristol Glasgow Leeds 1,400,000 1,200,000 1,000,000 2010 17% 3.9 million sq ft 17% 12% 34% 18% 34% Big 6 average 12% 7% Rents Prime rents for city centre now stand at a headline rental level of 30 per sq ft ( 325 per sq m). Prime rents are expected to rise by 8.1% between 2012 and 2016 in driven by continued occupier demand and the gradual erosion of Grade A supply. 12% 7% 22% 2011 3.1 million sq ft 22% 14% city centre 2011 3.1 million sq ft 23% 14% 18% 23% 18% 10% 13% 10% 13% 800,000 700,000 600,000 500,000 400,000 800,000 300,000 700,000 200,000 600,000 100,000 500,000 0 400,000 300,000 200,000 100,000 0 Supply The supply of Grade A stock in currently stands at 500,000 sq ft (46,452 sq m) within the city centre and provides approximately 1.5 years take-up at the historical trend rate. Development Pipeline The development pipeline remains muted with no space currently under construction or speculative starts anticipated this year. The only exception to this is No 1 St Peters Square which is part pre-let and will include approximately 200,000 sq ft (18,581 sq m) of speculative office space due to PC to shell and core in May 2014. 2011 Take-Up by Size 2011 Take-Up by Sector 800,000 700,000 600,000 Other 2011 Take-Up by Size 500,000 2011 Take-Up by Public Sector Administration 2011 Take-Up by Size 2011 Take -Up by Sector 400,000 50,000-100,000 sq ft Manufacturing Industry 800,000 300,000 800,000 800,000 25,000-50,000 sq ft 700,000 Services Industry 200,000 10,000-25,000 sq ft 600,000 OtherProfessional 700,000 Services 700,000 100,000 0-10,000 sq ft 500,000 0 Public Banking Administration 600,000& Finance Services 600,000 Other 400,000 50,000-100,000 sq ft Manufacturing 500,000 Industry 500,000 Public Administration 300,000 25,000-50,000 sq ft Services Industry 200,000 400,000 400,000 10,000-25,000 sq ft Professional Services 50,000-100,000 sq ft Manufacturing Industry 100,000 300,000 300,000 0-10,000 sq ft Banking & Finance Services 0 25,000-50,000 sq ft Services Industry 200,000 200,000 100,000 0 10,000-25,000 sq ft 0-10,000 sq ft 100,000 0 Professional Services Banking & Finance Services 800,000 sq ft 1,400,000 600,000 1,200,000 400,000 1,000,000 200,000 sq ft 800,000 0 600,000 Big 6 average city centre 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1/2012 400,000 200,000

One Angel Square 54 55 Investment Proposal Offers are invited for the freehold interest in One Angel Square, subject to contract and exclusive of VAT.

www.oneangelsquare.co.uk 56 CONTACT For further information or to arrange an accompanied inspection, please contact: Mark Williams mwilliams@whrproperty.co.uk DL: +44 (0)161 819 8220 Dan Crossley dcrossley@whrproperty.co.uk DL: +44 (0)161 819 8221 Michael Hawkins mhawkins@whrproperty.co.uk DL: +44 (0)161 819 8208 WHR The Lexicon 10 Mount Street M2 5NT +44 (0)161 228 1001 Andrew Hawkins andrew.hawkins@eu.jll.com DL: +44 (0)20 7399 5840 Rob Jackson robert.jackson@eu.jll.com DL: +44 (0)20 7399 5029 Jones Lang LaSalle 10 Gresham Street London EC2V 7JD +44 (0)20 7248 6040 Jonathan Mills jonathan.mills@eu.jll.com DL: +44 (0)161 828 6460 Matthew Stretton matthew.stretton@eu.jll.com DL: +44 (0)161 828 6493 Jones Lang LaSalle One Piccadilly Gardens M1 1RG +44 (0)161 828 6460 Dataroom: www.oneangelsquare.co.uk/c/download.php Specification Fact Sheet Occupational Lease Floor Plans Investment Brochure Misrepresentation Act: Jones Lang LaSalle and WHR for themselves and for the vendor as agents for the vendor give notice that: 1. The information in these particulars is intended as a general outline only for the guidance of intending purchasers and neither Jones Lang LaSalle and WHR nor the vendor on whose behalf these particulars are provided accept any responsibility for any inaccuracies the particulars may contain. Any intending purchaser should not rely upon them as statements or representations of fact but should satisfy themselves by inspection or otherwise as to their correctness. All floor areas and other measurements are approximate. 2. These particulars do not form, or form any part of, any offer or contract. 3. Neither Jones Lang LaSalle, WHR, nor any of their employees has any authority, either orally or in writing, to make or give any representations or warranties in relation to the property. 4. Unless otherwise stated, all prices and rents are quoted exclusive of VAT. July 2012. The Code of Practice on Commercial Leases in England and Wales recommends you seek professional advice before agreeing a business tenancy. The Code is available through the website: www.commercialleasecodeew.co.uk Designed and produced by siren +44 (0)20 7478 8300 sirendesign.co.uk S03754 Maps by kind permission of Quest e-design

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