Grainger PLC

AGM Information • Nov 30, 2018

A PUBLIC COMPANY LIMITED BY SHARES

RESOLUTION

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GRAINGER PLC (THE "COMPANY") Registered number 00125575

COMPANIES ACT 2006

(PASSED ON 30 NOVEMBER 2018)

At the General Meeting of the above-named company, duly convened and held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG at 11.00am on 30 November 2018, the following resolution was passed as an ordinary resolution:

ORDINARY RESOLUTION

THAT the proposed acquisition by the Company of the ordinary share capital and $1.$ shareholder loans of GRIP REIT plc ("GRIP") and minority interest in certain subsidiaries of GRIP that the Company does not already own, pursuant to an agreement between the Company and APG dated 14 November 2018 (the "Acquisition") substantially on the terms and subject to the conditions as described in the circular to shareholders of the Company dated 14 November 2018 (the "document"), of which this notice convening this General Meeting forms part be, and is, hereby approved and the directors of the Company (the "Directors") (or a duly authorised committee thereof) be, and are hereby authorised to do or procure to be done, all such acts and things as they consider necessary, expedient or appropriate in connection with the Acquisition and this resolution, and to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition (provided that such modifications, variations, revisions, waivers or amendments do not materially change the terms of the Acquisition for the purposes of the Financial Conduct Authority's Listing Rule 10.5.2) and to any documents and arrangements relating thereto, as the Directors (or a duly authorised committee thereof) may in their absolute discretion think fit.

Company Secretary