Grainger PLC

AGM Information • Feb 8, 2023

Company number: 00125575

The Companies Act 2006

Public Company Limited by Shares

Resolutions of

Grainger plc (the "Company")

At the Annual General Meeting of the above-named Company, duly convened and held on 8 February 2023, the following resolutions were passed as ordinary and special resolutions of the Company, namely:

Ordinary Resolutions

• 1. That the Directors be generally and unconditionally authorised for the purpose of section 551 of the Act to exercise all the powers of the Company to:
  2. a) allot or grant rights to subscribe for or to convert any security into Shares in the Company up to an aggregate nominal amount of £12,357,974, being approximately one-third of the Company's issued ordinary share capital (excluding treasury shares); and
  3. b) allot equity securities (within the meaning of section 560 of the Act) up to a further aggregate nominal amount of £12,357,974, being approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) provided that they are offered by way of a rights issue to holders of Shares on the register of members at such record date(s) as the Directors may determine, where the Shares or equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective number of Shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of Shares being represented by depositary receipts or any other matter,

provided that in both cases:

• i) (except as provided in paragraph (ii) below) this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution; and
• ii) the Company may before such expiry make an offer or agreement which would or might require Shares or equity securities, as the case may be, to be allotted or such rights granted after such expiry and the Directors may allot Shares or equity securities or grant such rights, as the case may be, in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

All unexercised authorities previously granted to the Directors to allot Shares or equity securities or to grant rights to subscribe for or to convert any security into Shares be and are hereby revoked.

1. That the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are hereby authorised to: a) make political donations to political parties and/or to independent election candidates not exceeding £50,000 in total; b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and c) incur political expenditure not exceeding £50,000 in total, during the period commencing on the date of this resolution and ending on the date of the Company's next annual general meeting, provided that in any event the aggregate amount of any such donations and expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £50,000. For the purposes of this resolution, the terms 'political donations' 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.

Special Resolutions

• 1. That, subject to the passing of resolution 14 above, the Directors be empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash, either pursuant to the authority conferred by resolution 14 or by way of a sale of treasury shares (within the meaning of section 724(5) of the Act), as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:
  2. a) made in connection with an offer of securities, open for acceptance for a fixed period, by the Directors to ordinary shareholders of the Company on the register on a fixed record date in proportion (as nearly as maybe) to their then holdings of such Shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares or any legal or practical problems under the laws or requirements of any recognised regulatory body or any stock exchange in any overseas territory or in connection with fractional entitlements) or by virtue of Shares being represented by depositary receipts or any other matter whatsoever;
  3. b) otherwise than pursuant to paragraph (a) above up to an aggregate nominal value of £3,707,392; and
  4. c) otherwise than pursuant to paragraphs (a) or (b) above, up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a followon offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that in each cases:

i) (except as provided in paragraph (ii) below) this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution; and

• ii) the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
• 1. That, subject to the passing of resolution 14 above, the Directors be empowered, in addition to any authority granted under resolution 15, pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash, either pursuant to the authority conferred by resolution 14 or by way of a sale of treasury shares (within the meaning of section 724(5) of the Act), as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:
  2. a) up to an aggregate nominal value of £3,707,392; such authority to be used only for the purposes of financing (or refinancing, if the power is used within 12 months of the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
  3. b) otherwise than pursuant to paragraphs (a) above, up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a followon offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that in each case:

• i) (except as provided in paragraph (ii) below) this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution; and
• ii) ii) the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

All unexercised authorities previously granted to the Directors to allot equity securities as if section 561 of the Act did not apply be and are hereby revoked.

• 1. That in accordance with the Act, the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act of Shares of 5p each in the capital of the Company provided that:
  2. a) the maximum aggregate number of Shares hereby authorised to be purchased is 74,147,847;
  3. b) the minimum price which may be paid for such Shares is 5p per Share (exclusive of expenses);
• c) the maximum price (exclusive of expenses) which may be paid for each Share is the higher of (i) 5% above the average market value of the Shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the Shares are purchased, and (ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent 7 bid for a Share on the trading venue where the purchase is carried out;
• d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company's next annual general meeting or 15 months from the date of this resolution (whichever is earlier); and
• e) the Company may make a contract or contracts to purchase Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Shares in pursuance of any such contract or contracts.
• 1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

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Company Secretary