Grainger PLC

AGM Information • Dec 13, 2024

ATTENDANCE CARD Grainger plc – ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.signalshares.com. If not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability – Notice of AGM and Annual Report and Accounts 2024

IMPORTANT – PLEASE READ CAREFULLY

You can now access the 2024 Annual Report and Accounts and the Notice of AGM by visiting this website: https://corporate.graingerplc.co.uk/investors

If you wish to receive a paper copy of the Annual Report and Accounts and/or the Notice of AGM, please contact Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Telephone +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales or via email on shareholderenquiries@linkgroup.co.uk.

Please note the deadline for receiving proxies is 2.00pm on 3 February 2025.

To be held at the registered office of UNW, Citygate, St. James' Boulevard, Newcastle upon Tyne NE1 4JE on 5 February 2025 at 2:00pm.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of

person attending Bar Code:

Investor Code:

FORM OF PROXY Grainger plc – ANNUAL GENERAL MEETING

Bar Code:

Investor Code: Event Code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over)

Name of proxy Number of shares proxy appointed over

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2.00pm on 5 February 2025 and at any adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions:

ORDINARY

If you wish to appoint multiple proxies please see note 2 over. Please also tick here if you are appointing more than one proxy.

	ORDINARY RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Withheld Vote
1		To approve and adopt the Directors' report and the audited financial statements for the year ended 30 September 2024.
2	To approve the Directors' remuneration report.
3	To declare a dividend of 5.01p.
4	To re-elect Mark Clare.
5	To re-elect Helen Gordon.
6	To re-elect Robert Hudson.
7	To re-elect Justin Read.
8	To re-elect Janette Bell.
9	To re-elect Carol Hui.
	10 To re-elect Michael Brodtman.

Signature Date

	RESOLUTIONS
	11 To reappoint KPMG LLP as auditors of the Company.
	12 That the remuneration of KPMG LLP be fixed by the Directors.
	13 To authorise the Directors to allot shares for the purposes of s551 of the Companies Act 2006.
	14 To authorise the Directors to allot equity securities (as per the circumstances in the Notice of Meeting).*
	15 To authorise the Directors to allot equity securities (as per the circumstances in the Notice of Meeting).*
	16 To authorise the Company to make market purchases of its own shares.*
	17 That a general meeting other than an annual general meeting be called on not less than 14 clear days' notice.*
	18 To authorise political donations and incur political expenditure.

*SPECIAL RESOLUTION

You may submit your proxy electronically at www.signalshares.com

For

Please mark 'X' to indicate how you wish to vote

Against

Vote

Withheld

03_Grainger_AR24_Proxy_v6.indd 1 04/12/2024 10:05

Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 3 February 2025. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions. Alternatively, you can vote via the LinkVote+ app or if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform (please refer to the notes to the Notice of AGM).
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. The Form of Proxy over must arrive at Link Group, PXS 1 Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 2.00pm on 3 February 2025. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST, Link Group, PXS 1 Central Square, 29 Wellington Street, Leeds, LS1 4DL.