CENTRAL ENGLAND CO-OPERATIVE LIMITED

MEMBERSHIP TERMS AND CONDITIONS

1 WHO WE ARE

1.1 We are Central England Co-operative Limited, a registered society with company number IP10143R. Our registered office is Central House, Queen Street, Lichfield, Staffordshire, WS13 6QD. Our VAT number is GB 508037563.

1.2 When we say “we”, “us”, “our”, “Central Co-op” or “Society”, we mean Central England Co-operative Limited.

1.3 When we say “you” and “your”, we mean the person whose name is on the front of the membership card (either physical or digital).

1.4 With effect from 26^th January 2026, The Midcounties Co-operative Limited (“Midcounties”) transferred its engagements to Central Co-op. The transfer is referred to in this document as the “Merger”. These terms apply to members of Midcounties with effect from the Merger. There will be a period of transition as we align our practices and processes for members with those of Midcounties. During the period of transition, there will be some dual processes for members as set out in these terms.

2 ABOUT THESE TERMS AND CONDITIONS

2.1 These terms and conditions should be read alongside our rules, which can be found here (Rules).

2.2 Where there is a conflict or discrepancy between these terms and conditions and our Rules, our Rules take precedence.

2.3 These terms and conditions, together with our Rules, outline your rights, obligations, and benefits you receive once you join the Society as a member (Member). Throughout these terms and conditions, we refer to “Membership” to mean your membership to the Society, including the associated rights and to benefits that come with being a Member.

3 MEMBERSHIP

3.1 You can apply to become a Member through Central Co-op mobile app (App), online at www.members.coop (Website), or by contacting our Membership services team using the details in Section 5. To sign up for a Midcounties card while we transition our systems, you can apply online at https://mid.coop/signup

3.2 We welcome membership applications from customers who share our co-operative values of self-help, self-responsibility, democracy, equality, equity and solidarity (covered by Rule 15). You must live in the UK and be aged 16 years or over. As a Member, you are required to hold and retain at least one £1 share in Central Co-op. Full Membership, with associated democratic rights, takes effect six months following the minimum one £1 share being issued to you.

3.3 You will need to pay your £1 share upfront on becoming a Member where you sign-up through the Central sign-up process. If you sign-up through the former Midcounties sign-up process, your £1 will be deducted from your member points.

3.4 If you have previously signed up via the Central or Midcounties route before, we will endeavour to ensure you do not pay the £1 twice. Where you do end up paying twice, you will still have this value held in your share account.

3.5 We reserve the right to refuse any application for Membership where there is evidence that the applicant does not abide by Co-operative values and principles or has a stated aim of seeking to demutualise the Society. This list is not exhaustive, and other similar factors may also be taken into account in deciding to refuse an application.

4 MEMBERSHIP CARD

4.1 Your Membership card is issued on the condition that you accept these terms and conditions and agree to follow our Rules.

4.2 Once you have applied to become a Member (as explained at Section 3) you will be provided with a “One Member ID” which you can use within the App to access your digital membership card. You may also contact us (using the contact details set out at Section 5) to receive a physical card. Both the digital and physical membership card are referred to collectively within these Terms and Conditions as “Membership Card”. You must scan your Membership Card when making a purchase.

4.2 Where you have signed-up with both the Central sign-up process and the Midcounties sign-up process, you may have two membership cards and numbers. We are exploring ways to consolidate dual memberships held by the same member so members only need one membership card and we will keep you informed when we have progressed this further.

4.3 The Membership Card is not a loyalty card, credit card, payment card or cheque guarantee card. It is purely for Membership purposes only.

4.4 The Membership Card remains the property of the Society, who may withdraw the Membership Card at any time in accordance with our Rules.

4.5 The Membership Card is valid in outlets operated by our Society. This includes sites formerly operated by Midcounties that became part of Central following the Merger. The offers and benefits available to you at Central and former Midcounties sites may differ as we align our practices and processes.

4.6 You are entitled to vote at Member meetings. Please present your Membership Card to exercise your voting rights. Although it is possible that following the Merger a member may hold two membership cards and numbers in respect of Central and the former Society, Midcounties, the member will only be entitled to vote once at member meetings.

4.7 The Membership Card can only be used for the benefit of the Member named on the front of the Membership Card and when that person has signed the back of the Membership Card. You may not transfer any of your rights and duties as a member of the Society.

4.8 The Membership Card can only be used in respect of purchases made by and for the individual Member and for their immediate, dependent family.

4.9 You can partner your Membership Card with another person living at the same address as you.

4.9.1 Reward ££s and points earned from purchases made on a partnered card (as explained at Sections 6 and 7) will be accrued onto your Membership Card and you, as the main Membership card holder, will receive the benefits of these reward ££s including any dividends (see Section 6.9).

4.9.2 A partner card holder would not be a Member and, as such, they will not be eligible for any of the benefits available to you as the Member, including any dividends (see Section 6.9), participating in Member democratic voting or attending Members’ meetings.

4.10 As a Member, it is your responsibility to inform us if your details change, such as your name or address. Should this be the case, please update your details on your Membership account Online, via the App, or contact the Membership Team using the contact details at Section 5, so we can update your details. This will ensure we are able to send you any dividend payments (as explained at Section 6.9) and other communications relating to your Membership. Please quote your Membership Card number, or name and postcode to help us to find your Membership record. For a change of name, we may require you to provide relevant documents, such as a marriage certificate or change of name deed.

4.11 If your Membership Card is lost, damaged or stolen, replacement cards can be requested by contacting our Membership Team, using the contact details at Section 5. In respect of a replacement Membership Card:

4.11.1 production of a replacement Membership Card may take up to 14 days; and

4.11.2 we may provide appropriate authorities any information considered important about the loss or theft of a Membership Card.

5 CONTACT DETAILS

5.1 You can contact our Membership Team for any Membership matters or questions about these terms and conditions or our Rules.

5.2 We may monitor or record phone calls for security purposes and to improve the quality of our services to our Members.

5.3 Membership Team:

Tel: 0800 050 1601

Email: members@centralcoop.co.uk

Post: Central England Co-operative, Membership Team, Central House, Queen Street, Lichfield, WS13 6QD.

For Membership queries relating to sign-ups from Midcounties stores (where your membership card says Midcounties or Your Coop) please contact:

Tel: 0800 435 902

Email: member.communications@midcounties.coop

Post: The Midcounties Co-operative, Co-operative House, Warwick Technology Park, Warwick, CV34 6DA

6 EARNING POINTS

6.1 You can earn Membership points when you present your card when carrying out your transaction at a Central England Co-operative outlet. The points you accrue are then converted into a dividend amount as explained at Section 6.10.

6.2 The Membership points earned on qualifying transactions and purchases are determined by the Society and may change from time to time. Subject to the exclusions at 6.7, the rates stated on the Central and Midcounties websites shall apply. We refer to these collectively as “Points” throughout these terms and conditions.

6.3 Please note that during a period of transition following the Merger, there may be differences between rates of Points accrual by business depending on membership card held – being Central or former Midcounties. We aim to standardise Points accrual for members as soon as we reasonably can and will keep you updated.

6.4 If you are unable to produce your Membership Card at the time of purchase, you can still register your purchase and claim Points by contacting our Membership Team. You will require a proof of purchase.

6.5 Central England Co-operative Residential Tenants , excluding those properties formerly owned by Midcounties prior to the Merger.

6.5.1 If your residential property is owned by Central England Co-operative and you are a registered Member, you can earn Points on the rent you pay.

6.5.2 Payments that qualify as rent is the monthly rent amount detailed in the tenancy agreement. No other charges will qualify.

6.5.3 Points will not be awarded if the rent account is more than ten working days in arrears.

6.6 Funeralcare

6.6.1 Points are awarded to the Membership account of the person who pays for the at-need funeral arrangements, not to the person who confirms the wishes and funeral services in conjunction with one of our funeral arrangers or funeral directors. The only exemption to this is when the person confirming the wishes and funeral services is the spouse of the person who pays for the at-need funeral arrangements or a relative who lives at the same address as the person who pays for the at-need arrangements.

6.7 Exclusions

6.7.1 The following transactions do not qualify for Points:

a) Central England Co-operative Food Stores

i Cigarettes & Tobacco

ii Baby Milk

iii Milk Tokens

iv Stamps

v National Lottery Purchases

vi Gift Vouchers

vii Phone cards / top ups

viii In-store concessions

ix Any services provided by a third-party organisation or company

x Fuel from those forecourts formerly operated by Midcounties

xi Purchases made at Post Offices in our stores are excluded

b) Central England Co-operative Funeral Services

i Disbursements or third-party professional services on at-need funeral arrangements.

ii Points are not awarded to the Membership Card of the deceased, as the Membership Team will place the Membership account on hold pending receipt of a death certificate. However, a next of kin or executor may request the transfer of a Membership account upon production of a death certificate to the Membership Team. Additional identification may also be required.

iii Points are awarded at the point of purchase on all funeral plans; therefore Points will not be awarded on a funeral plan at the point of redemption.

c) Co-operative Travel

Foreign Currency Exchange (Bureau de Change) are excluded from our Points scheme.

d) Co-operative Childcare

Childcare Vouchers are excluded from our Points scheme

e) Co-operative Energy

To qualify for earning points you must have been a member of Midcounties and have your membership card linked to your Co-op Energy account.

f) Co-op Mobile & Co-op Broadband

To qualify for earning points you must have been a member of Midcounties and have your membership card linked to your Co-op Mobile or Co-op Broadband account.

6.8 Earning Points through Member activities

6.8.1 There may be times when you can also earn Points for taking part in certain Member activities and events run by the Central Co-op. This is at the discretion of the Society, and we will communicate relevant details at the time of publication of the activity.

6.9 Refund or return of goods

6.9.1 If you purchase goods from us and return them for a refund, we may remove/amend any Points you have earned from your Membership Card. This will not apply where this is because of a valid complaint.

6.10 Converting Points into dividends

6.10.1 As determined by the Society’s Board of Directors, the Points you have earned during the qualifying period will be converted to a dividend value at a rate proposed by the Board to Members, for approval, at either the Society’s Annual Members’ Meeting or Interim Members’ Meeting.

6.10.2 A dividend is your share of the Society’s profits, paid out to you based on the number of Points you have accrued in a qualifying period (Dividend).

6.10.3 Receiving your Dividend:

a) The rate at which your Points are converted into monetary value is subject to: (i) consideration by the Board (after taking into account the Society’s trading surplus) and (ii) the approval of participating, eligible Members at our annual and interim Members’ meetings.

b) We will only pay your Dividends once the value of your Points you have earned is greater than the minimum limit for payment, which the Society sets from time to time. If the Points you have earned is less than the minimum limit for payment, we will carry forward this amount and add it to the Points you earn in the next trading period.

c) Your Dividend share will be paid to you in whole pounds and will be loaded onto your Membership Card during the next available share of the profits pay-out period.

d) You can spend your Dividend on purchases within our Central Co-op food, funeral and florist businesses as a full or part payment for a product or service, by presenting your Membership Card during the transaction. You will not be able to this in former Midcounties Food stores, Early Years, Travel and Utilities. As we integrate the former Midcounties businesses we aim to improve the ability to spend your dividend across our businesses.

e) You can also convert your Dividend payment to cash or a charitable donation by contacting our Membership Team. If you have instructed us, we will pay 100% of your Dividend value to our corporate charity.

f) For former Midcounties membership cards, the first 1,000 Points earned by members are donated to the Share of the Profits Community Fund, which provides support for local communities. This arrangement will continue for those members following the merger. We will confirm our furture plans for the Share of the Profits Community Fund to members when it has been decided.

7 REWARD ££S

7.1 Reward ££s are earned on specific products, as determined by the Society from time to time, during a single transaction. The amount of reward ££s you can earn for each product will be displayed on the shelf edge “Reward ££s”.

7.2 You can earn and spend Reward ££s in both pounds and pence, and they may be used to pay for part of a transaction.

7.3 Reward ££s can be used towards the cost of any goods or services purchased at any Central England Co-operative food outlet.

7.4 Reward ££s cannot be used on the same transaction in which they are earned; they can only be redeemed on a subsequent transaction.

7.5 Reward ££s can be redeemed through the App or by presenting your Membership Card at the point of sale.

7.6 Reward ££s have no cash value and cannot be withdrawn as cash.

7.7 Reward ££s expire 12 months from the date they are earned.

7.8 Your Reward ££s balance can be viewed and managed through the App. You can also inquire about your Reward ££s balance at the point of sale by viewing your receipt or asking a member of staff.

7.9 Reward ££s are only available to Members.

7.10 Reward ££s cannot be earned or spent at other co-operative societies e.g., Southern Co-operative etc.

7.11 Reward ££s cannot currently be earnt or spent at former Midcounties stores. We are working on this and will update members when this changes.

7.12 Members using their Central card will be able to receive Member pricing in former Midcounties stores shortly after the Merger. Members will be updated when this capability has been switched on. Similarly, members using their Midcounties cards will continue to be able to use it in former Midcounties stores to receive member pricing. Unfortunately, due to technical challenges, Midcounties cards used in Central stores will not be able to access member pricing following the Merger. We are working on ways to fix this and will keep members updated.

8 YOUR MEMBER POT

8.1 Your Member pot shows the total monetary value of both your Reward ££s and Dividends. This is the amount you’ve earned through the Membership that you can spend, so you can easily see how much is available to use at any time. You can view your Member pot balance through the App.

9 CANCELLING YOUR MEMBERSHIP

9.1 You can cancel your Membership at any time by contacting the relevant Membership Team.

9.2 Where you choose to cancel your membership, in the event you have a Central membership card and a former Midcounties membership card, we will close both accounts.

9.3 If you hold dual membership for Central and Midcounties and want to continue to be a member, there is nothing you need to do. We will let members know when we have a plan for consolidating dual memberships.

10 SHARES

10.1 All Members must hold at least one £1 share in the Society as explained at Sections 3.2 and 3.3.

10.2 As a Member, you can also invest in Withdrawable Share Capital with the Society (to a maximum of £100,000) by opening a Share Account. This includes and is subject to the requirement of holding the minimum £1 share in the Society for six months.

10.3 For more information on Share Accounts and Withdrawable Share Capital please refer to the terms and conditions which can be found here. To apply for a Share Account, contact the Membership Team.

10.4 In addition, as a member you can invest in the Society to help us grow by making a Fixed Term Equity Investment. The minimum investment value of a Fixed Term Equity Investment is £500 and the maximum is £99,999. You can invest for periods of either 1, 2 or 3 years. When you invest in a Fixed Term Equity Investment the Society will pay you interest on your investment at an agreed rate. More details of how Fixed Term Equity Investments work and their terms and conditions can be found here.

10.5 The Society follows a Code of Practice which applies to shares and Fixed Term Equity Investments in the Society. The Code of Practice can be found here.

10.6 In accordance with the Code of Practice, the Society is obliged to provide the following statement to members of the nature of their financial interest in the Society and any change affecting it. You should consider these points carefully before deciding to invest in the Society’s shares or Fixed Term Equity Investments.

As a member of the Society you are the owner of one or more shares in the Society. If the Society is unable to meet its debts and other liabilities, you risk losing the amount you hold in shares in the Society. Hence the Society’s shares are known as risk capital. This may make it inappropriate for you as a place to keep your savings.

Owning withdrawable share capital (“WSC”) is not the same as investing in the shares of a company. It is primarily for the purpose of supporting the Society in furthering its purpose and objects. There are various important differences between WSC and company shares and these are set out in Appendix 1. For example, WSC held in your share account may receive interest but will not increase in value.

The Financial Services Compensation Scheme, which covers bank, building society and credit union accounts, does not apply to your share account with the Society, so you cannot claim compensation under the Scheme in the event of the Society not being able to meet requests for withdrawal of shares. This is because the Society does not require authorisation under the Financial Services and Markets Act 2000 to operate WSC. Societies are therefore not subject to supervision either by the Prudential Regulation Authority or by the Financial Conduct Authority in relation to WSC.

You may withdraw money from your share account at any time unless the Society’s board of directors has removed this facility under the Society’s rules.

The Financial Ombudsman Service does not apply to your share account or your relationship with the Society but under the Society’s rules any dispute may be the subject of arbitration by an arbitrator agreed between the parties or, in the absence of agreement, to be nominated by the Chief Executive of Co-operatives UK Limited. The arbitrator’s decision will be binding and conclusive on all parties.

If you have any questions regarding the Code of Practice please address them to the Secretary by email: andrew.seddon@centralcoop.co.uk

11 DATA PRIVACY

11.1 We take great care to protect your personal information and only use it in accordance with our Privacy Policy.

12 CHANGES TO THESE TERMS AND CONDITIONS

12.1 In accordance with our Rules (and Sections 12.2 and 12.3 below) these terms and conditions may be amended and then publicised on our Website, through the App, instore signage, email notifications, postal mail, and at the Annual General Meeting, having an immediate effect, replacing previous terms and conditions.

12.2 We can always make changes to these terms and conditions and your Membership without notifying you for the following reasons:

a) to reflect changes in relevant laws and regulatory requirements; and

b) to make minor technical adjustments and improvements. These are changes that do not negatively affect your use of the Membership;

12.3 If we make changes that materially affect these terms and conditions, your Membership, or your consumer rights (e.g., the number of Points you may accrue on a purchase), where practicable we will notify you at least 28 days before the changes take effect. For more significant changes, such as a complete overhaul of Reward ££s, we will aim to give you at least 3 months’ notice, where practicable. Continuing to use your Membership Card after the changes take effect will be considered acceptance of those changes.

13 PROMOTIONS

13.1 The Society may from time to time offer specific promotions that enhance the Reward ££s experience or increase the amount of Reward ££s earned. Details of these promotions will be communicated to Members through appropriate channels, such as the Website, the App, in-store signage, email notifications, SMS and postal mail where consent is acquired.

14 OTHER TERMS

14.1 These terms and conditions are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

14.2 We may transfer these terms and conditions to someone else. We may transfer our rights and obligations under these terms and conditions to another organisation, but this will not affect your rights or our obligations under the terms and conditions or the Membership.

14.3 Nobody else has any rights under these terms and conditions with you. These terms and conditions are just between you and us. No one else has any rights to enforce any of the terms.

14.4 If a court invalidates some of the terms, the rest of it will still apply. Each of the sections of these terms and conditions operate separately. If any part of the terms and conditions cannot be enforced, all other parts will still apply and will continue in force.

14.5 Even if we delay in enforcing these terms and conditions, we can still enforce them later.

These terms and conditions were last updated in January 2026.

Appendix 1

Explanation of withdrawable share capital in a consumer retail co-operative society

Withdrawable share capital (WSC) in a consumer retail co-operative society is fundamentally different from shares in a company.

The following are the key differences, which are explained below:

WSC is turned into cash by withdrawing the funds, not selling the shares

WSC does not increase in value

WSC does not give the member a share in the underlying value of their society

Co-operative shares do not form the basis for the distribution of surplus

Co-operative shares do not carry votes in proportion to the shares

Withdrawal not sale

There needs to be a mechanism for a member to realise (turn into cash) the value of their shares in a society. In companies, this is done by selling the shares to somebody else. Generally, in co-operative retail societies this is different, because the shares are not transferable. Instead, shares are withdrawable, and a member can realise the value of their shares by withdrawing the money held in shares from the society, subject to any restrictions contained in the society’s rules.

No increase in value

Co-operative shares remain at the same (par) value. In other words a member is entitled to their money back, but no more. This is different from a company, where the value of shares can increase or decrease. The reason for this difference is explained in the next point below (Underlying Value).

Underlying value

WSC does not give the member a share in the underlying value of their society, which is why WSC remains at the same value. By contrast, shares in a company do give shareholders a share in the underlying value of the company, which means that if the company was wound up whilst solvent, shareholders would receive a proportionate share of that underlying value (which might be more or less than what was paid for the shares). The Model Rules of UK consumer retail co-operative societies provide that on a solvent winding up, members are entitled to repayment of their WSC, but any remaining surplus after that is transferred to another co-operative society or Co-operatives UK.

Distribution of surplus

The primary mechanism for a co-operative to distribute surplus or profits is via a dividend to members in proportion to their trade with the society. Although a society can pay interest on share capital as compensation to the members for the use of their funds, such interest is not a mechanism to share profits. By contrast, in a company the payment of a dividend to shareholders is the primary mechanism for a company to distribute surplus or profits.

Democratic control

Co-operative societies operate on the basis of one member, one vote, not like companies where there is one vote per share. This means that greater power and influence cannot be achieved in a co-operative by owning more shares.