Grainger PLC

AGM Information • Feb 6, 2019

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

At the one hundred and sixth Annual General Meeting of Grainger plc held on Wednesday 6 February 2019, the following resolutions set out in the Notice of Meeting dated 21 December 2018 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 2018	488,564,250	99.60	1,950,663	0.40	490,514,913	296,098
2	To approve the Directors' remuneration report for the year ended 30 September 2018	486,197,843	99.55	2,186,503	0.45	488,384,346	2,426,665
3	To declare a dividend	490,764,787	99.99	39,152	0.01	490,803,939	7,072
4	To re-elect Mark Clare	487,355,087	99.30	3,448,175	0.70	490,803,262	7,749
5	To re-elect Helen Gordon	487,939,986	99.42	2,863,276	0.58	490,803,262	7,749
6	To re-elect Vanessa Simms	488,198,493	99.47	2,604,769	0.53	490,803,262	7,749
7	To re-elect Andrew Carr Locke	487,645,219	99.36	3,158,043	0.64	490,803,262	7,749
8	To re-elect Rob Wilkinson	487,203,109	99.27	3,598,687	0.73	490,801,796	7,749
9	To re-elect Justin Read	487,980,059	99.45	2,714,367	0.55	490,694,426	115,119
10	To reappoint KPMG LLP as auditors of the Company	481,189,341	98.04	9,604,177	1.96	490,793,518	16,027
11	To authorise the directors to determine the remuneration of the auditors	479,690,244	97.74	11,086,303	2.26	490,776,547	31,532
12	To authorise the directors to allot shares	462,036,875	94.14	28,758,397	5.86	490,795,272	14,273
13	To authorise the directors to issue shares for cash*	481,853,746	99.32	3,312,736	0.68	485,166,482	5,643,063
14	To authorise the directors to issue shares for cash in relation to the acquisition or other capital investment *	462,138,437	95.26	22,975,993	4.74	485,114,430	5,695,114
15	To authorise the Company to purchase own shares*	486,837,915	99.57	2,078,142	0.43	488,916,057	1,892,021
16	To reduce the notice period for general meetings (other than an Annual General Meeting) to not less than 14 clear days' notice. *	447,757,561	91.23	43,049,406	8.77	490,806,967	2,578
17	To authorise political donations up to £50,000 in aggregate	483,486,095	98.51	7,307,495	1.49	490,793,590	15,955

As at the date of the Annual General Meeting, there were 612,102,022 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