Grainger PLC

AGM Information • Feb 5, 2020

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

At the one hundred and seventh Annual General Meeting of Grainger plc held on Wednesday 5 February 2020, the following resolutions set out in the Notice of Meeting dated 19 December 2019 were passed by Shareholders by a poll. The results are as follows:

	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 2019	485,228,935	99.99	65,270	0.01	485,294,205	3,159,744
2	To approve the Directors' remuneration report for the year ended 30 September 2019	474,080,067	97.54	11,978,306	2.46	486,058,373	2,394,110
3	To approve the Directors' Remuneration Policy	442,988,159	91.14	43,071,700	8.86	486,059,859	2,394,110
4	To declare a dividend	488,020,755	100.00	0	0.00	488,020,755	431,729
5	To re-elect Mark Clare	483,220,068	99.49	2,488,665	0.51	485,708,733	2,745,216
6	To re-elect Helen Gordon	487,178,795	99.83	842,738	0.17	488,021,533	432,416
7	To re-elect Vanessa Simms	485,629,198	99.51	2,390,056	0.49	488,019,254	433,230
8	To re-elect Andrew Carr Locke	485,463,898	99.48	2,555,295	0.52	488,019,193	433,291
9	To re-elect Rob Wilkinson	485,820,897	99.55	2,200,637	0.45	488,021,534	432,416
10	To re-elect Justin Read	484,963,864	99.37	3,056,004	0.63	488,019,868	432,616
11	To elect Janette Bell	485,812,675	99.55	2,207,040	0.45	488,019,715	432,769
12	To reappoint KPMG LLP as auditors of the Company	471,421,793	97.00	14,581,901	3.00	486,003,694	2,450,256
13	To authorise the directors to determine the remuneration of the auditors	477,856,916	97.86	10,448,233	2.14	488,305,149	147,335
14	To authorise the directors to allot shares	451,796,128	92.51	36,585,551	7.49	488,381,679	72,271
15	To authorise the directors to issue shares for cash*	481,901,365	99.92	372,277	0.08	482,273,642	6,178,842
16	To authorise the directors to issue shares for cash in relation to the acquisition or other capital investment *	471,955,035	97.86	10,320,400	2.14	482,275,435	6,178,514
17	To authorise the Company to purchase own shares*	485,420,856	99.51	2,386,923	0.49	487,807,779	646,170
18	To reduce the notice period for general meetings (other than an Annual General Meeting) to not less than 14 clear days' notice. *	445,770,255	91.27	42,613,133	8.73	488,383,388	69,096
19	To authorise political donations up to £50,000 in aggregate	473,892,709	97.04	14,459,640	2.96	488,352,349	101,601

20	To approve the 2017 LTIP plan	456,709,712	93.52	31,671,022	6.48	488,380,734	73,215

(* special resolutions)

As at the date of the Annual General Meeting, there were 612,288,717 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