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Grainger PLC

AGM Information Dec 17, 2025

4678_rns_2025-12-17_26a0fbca-40ac-49f8-a89a-2168b4c50a87.pdf

AGM Information

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ATTENDANCE CARD Grainger plc – ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at signalshares.com. If not already registered for the Share Portal, you will need your Investor Code below.

To be held at the registered office of Grainger plc, Citygate, St. James' Boulevard, Newcastle upon Tyne, NE1 4JE on 4 February 2026 at 2.00pm.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature Date

Notice of AGM and Annual Report and Accounts 2025

IMPORTANT – PLEASE READ CAREFULLY

Resolutions are Ordinary unless indicated to be Special by *

You may submit your proxy electronically at www.signalshares.com

You can now access the 2025 Annual Report and Accounts and the Notice of AGM by visiting this website: corporate.graingerplc.co.uk/investors

If you wish to receive a paper copy of the Annual Report and Accounts and/or the Notice of AGM, please contact MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or call the Shareholder Helpline on 0371 664 0300 between 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate).

Please note the deadline for receiving proxies is 2.00pm on 2 February 2026.

Signature of
person attending
Bar Code:
Investor Code:
FORM OF PROXY Grainger plc – ANNUAL GENERAL MEETING
Bar Code:
I/We being a member of the Company hereby appoint the Chair of the meeting or Investor Code:
(see note 1 over) Event Code:
If you wish to appoint multiple proxies please see note 2 over. Please also tick here if you are appointing more than one proxy.
Please mark 'X' to indicate Please mark 'X' to indicate
RESOLUTIONS how you wish to vote Withheld
Against
Vote
For
RESOLUTIONS how you wish to vote Against
For
1 statements for the year ended 30 September 2025. To receive the Directors' Report and the audited financial 11 To re-elect Justin Read.
2 To approve the Directors' Remuneration Report (excluding 12 To reappoint KPMG LLP as auditors of the Company.
3 the Directors' Remuneration Policy). To approve the Directors' Remuneration Policy set out on 13 That the remuneration of KPMG LLP be fixed by the Directors.
4 pages 103 to 109 of the Annual Report.
To declare a final dividend of 5.46p.
14 To authorise the Directors to allot shares for the purposes
5 To re-elect Janette Bell. 15 of s551 of the Companies Act 2006. To authorise the Directors to allot equity securities (as per
6 To re-elect Michael Brodtman. the circumstances in the Notice of Meeting).*
16 To authorise the Directors to additionally allot equity
7 To elect Simon Fraser. 17 securities (as per the circumstances in the Notice of Meeting).*
To authorise the Company to make market purchases of its
8 To re-elect Helen Gordon. own shares.* 18 That a general meeting other than an annual general meeting
9 To re-elect Robert Hudson. 19 political expenditure. be called on not less than 14 clear days' notice.*
To authorise political donations and to incur

Notes

    1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
    1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
    1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
    1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
    1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 2 February 2026. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions. Alternatively, you can vote via the VOTE+ app if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform (please refer to the notes in the Notice of (AGM)).
    1. The completion and submission of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
    1. The Company is not distributing a hard copy form of proxy unless specifically requested. You can request a hard copy form from MUFG Corporate Markets either via email at [email protected] or on +44 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
    1. The completed hard copy Form of Proxy must arrive at MUFG Corporate Markets, PXS 1,Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanies by any Power of Attorney under which it is executed (if applicable) no later than 2.00pm on 2 February 2026. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney of the company.

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