Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

 This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1

Name of the Issuer

GRAFTON GROUP PLC

2

Name of person discharging managerial responsibilities

DAVID ARNOLD - CHIEF FINANCIAL OFFICER (CFO) OF GRAFTON GROUP PLC

3

State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person

NOT APPLICABLE

4

Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest

NOTIFICATION IN RESPECT OF  CFO REFERRED TO IN 2 ABOVE

5

Description of shares or derivatives or other financial instruments linked to them

GRAFTON UNITS

6

Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder

DAVID ARNOLD 

7

State the nature of the transaction

GRANT OF OPTIONS UNDER SAVINGS-RELATED SHARE SCHEME

8

Number of shares, derivatives or other financial instruments linked to them acquired

NOT APPLICABLE

9

Number of shares, derivatives  or other financial instruments linked to them  disposed of

NOT APPLICABLE

10

Price per share or derivative or other financial instrument linked to them or value of transaction

NOT APPLICABLE

11

Date and place of transaction

16 OCTOBER 2014, DUBLIN

12

Date issuer informed of transaction

16 OCTOBER 2014, DUBLIN

13

Any additional information

NOT APPLICABLE

14

Name of contact and telephone number for queries

BERNADETTE HYLAND, PH: +353 1 216 06 00


Person authorised on behalf of the issuer responsible for making the notification :

Bernadette Hyland, Assistant Company Secretary

Date of notification - 17 October 2014, Dublin

The following additional information is also disclosed by the issuer.

The issuer is not required to submit the information below to the Central Bank in respect of any PDMR who is also a director/secretary/connected persons.

15

Name of director or secretary (if not required to be stated in box 2)

AS PER BOX 2

16

State whether the notification relates to a single

transaction being notified in accordance with the Market Abuse Rules and ISE LR 6.10

YES

17

Description of class of share

GRAFTON UNITS

18

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating  percentage)

NOT APPLICABLE

19

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating  percentage)

NOT APPLICABLE

20

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

DAVID ARNOLD'S INTEREST AFTER THE TRANSACTION IS  8,000  GRAFTON UNITS - 0.0034%

21

Date of grant

16 OCTOBER 2014

22

Period during which or date on which it can be exercised

1ST DECEMBER 2017 TO 30TH MAY 2018

23

Total amount paid (if any) for grant of the option

NIL

24

Description of shares involved (class and number)

3,015 GRAFTON UNITS

25

Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise

£5.97

26

Total number of shares over which options are held following notification

2011 APPROVED SAYE PLAN - OPTION OVER 3,015 GRAFTON UNITS

Name and signature of duly designated officer of issuer responsible for making the notification

Bernadette Hyland, Assistant Company Secretary

Date of notification - 17 October 2014, Dublin


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