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 Rulesin 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

Annette Flynn

3

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

Notification relates to the transfer of shares from person named in 2 above into joint names with connected person - Mr David Clancy (spouse)

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

Holding of non-executive director 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

Annette Flynn - 700 Units

Goodbody Stockbrokers Nominees Ltd - 1,000 Units

7

State the nature of the transaction

Transfer of holdings into a Goodbody Stockbrokers Nominees account held in joint names of Annette Flynn and David Clancy

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

1,700 units transferred into joint names with spouse

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

29 October 2015, Dublin (700 Units)

02 November 2015, Dublin (1,000 Units)

12

Date issuer informed of transaction

3 November 2015

13

Any additional information

Not Applicable

14

Name of contact and telephone number for queries

Susan Lannigan

Deputy Company Secretary

Grafton Group plc

Ph: +353 1 216 0600

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

Susan Lannigan

Deputy Company Secretary

Grafton Group plc

Date of notification - 4 November 2015

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)

Annette Flynn - Non Executive Director

16

State whether the notification relates to a single

transaction being notified in accordance with the Market Abuse Rules

2 transactions:

29 October 2015 (700 Units)

02 November 2015 (1,000 Units)

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)

1,700 Grafton units - 0.0007%

20

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

11,700 Grafton Units - 0.005%

21

Date of grant

Not Applicable

22

Period during which or date on which it can be exercised

Not Applicable

23

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

Not applicable

24

Description of shares involved (class and number)

Not applicable

25

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

Not Applicable

26

Total number of shares over which options are held following notification

Not Applicable

Name of duly designated officer of issuer responsible for making notification

Susan Lannigan

Deputy Company Secretary

Grafton Group plc

Date of notification - 4 November 2015

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