Grainger PLC

AGM Information • Feb 8, 2017

Grainger plc ("Grainger"/ the "Company") Result of AGM

At the one hundred and fourth Annual General Meeting of Grainger plc held on Wednesday 8 February 2017, the following resolutions set out in the Notice of Meeting dated 6 January 2017 were passed by Shareholders on a show of hands. Proxies were received by the Company from Shareholders in advance of the Annual General Meeting as follows (* special resolutions):

	Resolutions	Votes for	% For	Votes against	% Against	Total votes	Votes withheld
1	To approve and adopt the directors' report and the audited financial statements for the year ended 30 September 2016	310,003,578	99.9%	203,219	0.1%	310,206,797	129,931
2	To approve the Directors' remuneration report for the year ended 30 September 2016	288,285,863	98.6%	4,033,378	1.4%	292,319,241	18,017,487
3	To declare a dividend	310,335,728	100.0%	0	0.0%	310,335,728	1,000
4	To re-elect Nick Jopling	310,068,693	99.9%	268,035	0.1%	310,336,728	0
5	To re-elect Belinda Richards	310,116,417	99.9%	220,311	0.1%	310,336,728	0
6	To re-elect Tony Wray	310,120,740	99.9%	215,988	0.1%	310,336,728	0
7	To re-elect Andrew Carr Locke	309,780,346	99.8%	556,382	0.2%	310,336,728	0
8	To re-elect Helen Gordon	310,047,373	99.9%	289,355	0.1%	310,336,728	0
9	To re-elect Rob Wilkinson	310,112,040	99.9%	215,688	0.1%	310,327,728	9,000
10	To elect Vanessa Simms	310,042,424	99.9%	293,578	0.1%	310,336,002	726
11	To approve the Directors' remuneration policy	288,973,671	98.9%	3,334,753	1.1%	292,308,424	18,028,304
12	To approve the 2017 Long Term Incentive Plan	288,722,893	97.3%	7,883,890	2.7%	296,606,783	13,729,945
13	To approve the 2017 SAYE scheme	309,855,965	99.8%	477,890	0.2%	310,333,855	2,873
14	To reappoint KPMG LLP as auditors of the Company	305,130,938	99.8%	637,418	0.2%	305,768,356	4,568,372
15	To authorise the directors to determine the remuneration of the auditors	310,331,286	100.0%	5,442	0.0%	310,336,728	0
16	To authorise the directors to allot shares	296,539,476	95.6%	13,792,755	4.4%	310,332,231	4,497
17	To authorise the directors to issue shares for cash*	309,498,131	99.7%	824,100	0.3%	310,322,231	14,497
18	To authorise the directors to issue shares for cash in relation to the acquisition or other capital investment *	286,574,219	92.4%	23,695,961	7.6%	310,270,180	66,548
19	To authorise the Company to purchase own shares*	304,835,625	98.2%	5,491,103	1.8%	310,326,728	10,000
20	To reduce the notice period for general meetings (other than an Annual General Meeting) to not less than 14 clear days' notice.*	287,739,328	92.7%	22,597,400	7.3%	310,336,728	0

21	To authorise political donations up to £50,000 in	307,511,585	99.1%	2,780,179	0.9%	310,291,764	44,964
	aggregate

As at the date of the Annual General Meeting, there were 416,920,383 ordinary shares of 5p each in issue (excluding treasury shares).

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the UK Listing Authority and will be available for inspection via the National Storage Mechanism website at http://morningstar.co.uk/uk/nsm and also via the Company's website at http://www.graingerplc.co.uk/.

Adam McGhin

Group General Counsel and Company Secretary