8 February 2017

Grainger plc ('Grainger'/ the 'Company')

Result of AGM

At the one hundred and fourth Annual General Meeting of Grainger plc held on Wednesday 8 February 2017, the following resolutions set out in the Notice of Meeting dated 6 January 2017 were passed by Shareholders on a show of hands. Proxies were received by the Company from Shareholders in advance of the Annual General Meeting as follows (* special resolutions):

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 2016

310,003,578

99.9%

203,219

0.1%

310,206,797

129,931

2

To approve the Directors' remuneration report for the year ended 30 September 2016

288,285,863

98.6%

4,033,378

1.4%

292,319,241

18,017,487

3

To declare a dividend

310,335,728

100.0%

0

0.0%

310,335,728

1,000

4

To re-elect Nick Jopling

310,068,693

99.9%

268,035

0.1%

310,336,728

0

5

To re-elect Belinda Richards

310,116,417

99.9%

220,311

0.1%

310,336,728

0

6

To re-elect Tony Wray

310,120,740

99.9%

215,988

0.1%

310,336,728

0

7

To re-elect Andrew Carr-Locke

309,780,346

99.8%

556,382

0.2%

310,336,728

0

8

To re-elect Helen Gordon

310,047,373

99.9%

289,355

0.1%

310,336,728

0

9

To re-elect Rob Wilkinson

310,112,040

99.9%

215,688

0.1%

310,327,728

9,000

10

To elect Vanessa Simms

310,042,424

99.9%

293,578

0.1%

310,336,002

726

11

To approve the Directors' remuneration policy

288,973,671

98.9%

3,334,753

1.1%

292,308,424

18,028,304

12

To approve the 2017 Long Term Incentive Plan

288,722,893

97.3%

7,883,890

2.7%

296,606,783

13,729,945

13

To approve the 2017 SAYE scheme

309,855,965

99.8%

477,890

0.2%

310,333,855

2,873

14

To reappoint KPMG LLP as auditors of the Company

305,130,938

99.8%

637,418

0.2%

305,768,356

4,568,372

15

To authorise the directors to determine the remuneration of the auditors

310,331,286

100.0%

5,442

0.0%

310,336,728

0

16

To authorise the directors to allot shares

296,539,476

95.6%

13,792,755

4.4%

310,332,231

4,497

17

To authorise the directors to issue shares for cash*

309,498,131

99.7%

824,100

0.3%

310,322,231

14,497

18

To authorise the directors to issue shares for cash in relation to the acquisition or other capital investment *

286,574,219

92.4%

23,695,961

7.6%

310,270,180

66,548

19

To authorise the Company to purchase own shares*

304,835,625

98.2%

5,491,103

1.8%

310,326,728

10,000

20

To reduce the notice period for general meetings (other than an Annual General Meeting) to not less than 14 clear days' notice.*

287,739,328

92.7%

22,597,400

7.3%

310,336,728

0

21

To authorise political donations up to £50,000 in aggregate

307,511,585

99.1%

2,780,179

0.9%

310,291,764

44,964

As at the date of the Annual General Meeting, there were 416,920,383 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 athttp://morningstar.co.uk/uk/nsmand also via the Company's website athttp://www.graingerplc.co.uk/.

Adam McGhin

Group General Counsel and Company Secretary

Grainger plc published this content on 08 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 08 February 2017 16:25:09 UTC.

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