Grafton : Notice of AGM 2024

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland or the Investment Intermediaries Act, 1995 of Ireland (as amended), or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 of the United Kingdom or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

If you have sold or otherwise transferred all of your shares in Grafton Group plc, please send this document and the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

GRAFTON GROUP PLC

(the "Company")

Notice of 2024 Annual General Meeting

A letter from the Chair of Grafton Group plc is set out on pages 8 to 10 of this document.

Your attention is drawn to the Notice of the Annual General Meeting ("AGM") to be held at 10:30am (Irish Time) on Thursday, 2 May 2024 at the Irish Management Institute (IMI) Conference Centre, Sandyford Road, Dublin 16, D16 X8C3, Ireland which is set out on pages 11 to 14 of this document.

A Form of Proxy for use at the meeting is enclosed. The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your Ordinary Shares in the Company.

For shareholders whose names appear on the register of members of the Company (i.e. those who hold ordinary shares of the Company ("Ordinary Shares") in certificated form and who therefore do not hold their interests in Ordinary Shares as Belgian law rights through the Euroclear Bank SA/NV ("Euroclear Bank") system (the "EB System") ("EB Participants") or as CREST Depositary Interests ("CDIs") through the CREST system ("CREST")), the Form of Proxy must be completed and returned to the Company's registrars, Link Registrars Limited (the "Registrar") at P.O. Box 7117, Dublin 2, Ireland if delivered by post or to Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland if delivered by hand during normal business hours so as to be received by no later than 10:30am (Irish Time) on 30 April 2024. Alternatively, you may appoint a proxy electronically by visiting the website of the Company's Registrars at www.signalshares.comand entering the Company name, Grafton Group plc. You will need to register for the Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions. You will need your Investor Code ("IVC") which can be found at the top of your proxy form.

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Additionally, the Registrar has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Further instructions on how to appoint a proxy are set out on the Form of Proxy.

Persons who hold their interests in Ordinary Shares as Belgian law rights through the EB System or as CDIs through CREST should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.

For the avoidance of doubt, all resolutions at the AGM will be decided on a poll at the demand of the Chair in accordance with the provisions of the Articles of Association of the Company and in line with current market practice.

Further Information for shareholders who hold their interests in Ordinary Shares as CDIs ("CDI Holders")1

In respect of CDI Holders, Euroclear UK & International Limited ("EUI"), the operator of CREST, has arranged for voting instructions relating to the CDIs held in CREST to be received via a third party service provider, Broadridge Financial Solutions Limited ("Broadridge"). Further details on this service are set out on the "All you need to know about SRD II in Euroclear UK & Ireland" webpage of the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants (see the section entitled "CREST International Service - Proxy Voting").

If you are a CDI Holder, you will be required to make use of the EUI proxy voting service facilitated by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions, as required. To facilitate client set up, if you hold CDIs and wish to participate in the Broadridge Global Proxy Voting service, you will need to complete the following steps:

• Register for an account with EUI at the following web address:https://www.euroclear.com/users/en/registration-choice.html.
• Complete a Meeting and Voting Client Set-Up Application Form (the "EUI Application Form"), which will be available at the following link once you have logged in to your EUI account: Meetings and Voting ClientSet-upForm (CRT408).
• A copy of the completed EUI Application Form must be returned to EUI by an authorised signatory (i.e. a nominated representative of the CDI Holder) with a second authorised signatory of the CDI Holder also copied in for verification purposes using the following email address:eui.srd2@euroclear.com.
• Fully completed and returned EUI Application Forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on its service

1 Please note that all expected times and dates referenced in this Circular are indicative only. CDI Holders should please consult with their stockbroker or other intermediary to confirm voting instruction deadlines.

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offering and initiate the process for granting your access to the Broadridge platform. Should shareholders have any queries on the Broadridge service offering, Broadridge can be contacted by telephone on +1 800 353 0103during normal US (Eastern Standard Time) business hours.

Once CDI Holders have gained access to the Broadridge platform (by following the instructions set out above), they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver any such proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank by its cut-off time and to agreed market requirements. Alternatively, a CDI Holder can send a third party proxy voting instruction through the Broadridge platform in order to appoint a third party (who may be a corporate representative or the CDI Holder themselves) to attend and vote at the meeting for the number of Ordinary Shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions through Broadridge.

Broadridge's voting deadline is expected to be two business days prior to Euroclear Bank's voting instruction deadline, as set out below, and is expected to be close of business on Friday 26 April 2024. As stated above, CDI Holders should please consult with their stockbrokers to confirm any relevant Broadridge deadlines.

CDI Holders should pay close attention to any notices specifically relating to the AGM and are strongly encouraged to familiarise themselves with Broadridge's arrangements, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

The Company understands that Broadridge will use best endeavours to accept late votes, changes and cancellations from a CDI Holder after their voting deadline but there is no guarantee that these will be processed within the requisite timeframes.

Should you have any queries in relation to completing and submitting proxy appointments (including voting instructions) electronically via Broadridge, please contact your dedicated client service representative at Broadridge.

Further Information for shareholders who hold their interests in Ordinary Shares as EB Participants2

Shareholders who hold their interests in Ordinary Shares as EB Participants can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank and entitled "Euroclear Bank as issuer CSD for Irish corporate securities

• Service description" and available on the Euroclear Bank website (www.euroclear.com) (the "Euroclear Bank Service Description"). EB Participants can either send:
• electronic voting instructions to instruct Euroclear Nominees Limited (i.e. the nominee of Euroclear Bank) ("Euroclear Nominees") or the Chair (as proxy) on the instruction of Euroclear Nominees to:
• 1. vote in favour of all or a specific resolution(s);
  2. vote against all or a specific resolution(s);
  3. abstain for all or a specific resolution(s); or

2 Please note that all expected times and dates referenced in this Circular are indicative only. EB Participants should please consult with their stockbroker or other intermediary to confirm voting instruction deadlines.

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• 1. give discretion to the Chair to vote for all or a specific resolution(s); or
• a proxy voting instruction to appoint a third party (other than Euroclear Nominees or the Chair of the AGM) (who may be a corporate representative or the EB Participant themselves) to attend the meeting and vote for the number of Ordinary Shares specified in the proxy voting instruction by providing Euroclear Bank with the proxy details as requested in its notification (e.g. proxy first name, proxy last name, proxy address, nationality code). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions.

Euroclear Bank's voting instruction deadline is expected to be 9:30 am (Irish Time) on Tuesday 30 April 2024. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.

EB Participants are strongly encouraged to familiarise themselves with the arrangements with Euroclear Bank, including the voting deadlines and procedures.

Remote attendance at the AGM via the Webcasting Platform:

In order to view and listen to the AGM remotely, shareholders will need to connect to the Webcasting Platform via a link (URL) on the home page of the Company's website www.graftonplc.comwhich will be made available from 24 hours before the AGM start time. If you wish to raise a question verbally at the AGM, you must dial-in to the conference call number which will be accessible once you have logged in to the Webcasting Platform. If you dial into the conference call, please ensure that you mute your webcast connection to avoid any potential interference.

Once shareholders have accessed the Webcasting Platform, they will be asked to enter an email address, as well as their unique "Login Code" and "PIN". Your Login Code is your 11-digit IVC, including any leading zeros. Your PIN is the last 4 digits of your IVC. This will authenticate the identity of shareholders.

Your IVC can be found on the enclosed proxy form, your attendance card or your share certificate.

Signal Shares users (www.signalshares.com), operated by the Company's Registrars, will find the IVC under "Manage your account" when logged in to the Signal Shares portal. Shareholders can also obtain the IVC by contacting Link Registrars Limited on +353 1 553 0050. Lines are open from 9:00am to 5:00pm (Irish Time) Monday to Friday, excluding Irish bank holidays.

CDI Holders or EB Participants wishing to access the Webcasting Platform should arrange to have themselves appointed as their own proxy, as explained in Notes 6 and 7 of the Notice of AGM. Any CDI Holders or EB Participants who have not had themselves appointed as their own proxy, but who nevertheless wish to access the AGM via the Webcasting Platform, should contact Link Registrars Limited by email to RMSupportDublin@linkgroup.ie.

If any shareholder encounters difficulties in obtaining their IVC, please contact the Company's Registrars by email to RMSupportDublin@linkgroup.ie.

Access to the Webcasting Platform for the purpose of the AGM will be via a link (URL) on the home page of the Company's website (www.graftonplc.com) which will be available from 24 hours before the AGM start time. During the AGM, shareholders (or their proxy) must ensure that they are connected to the internet at all times in order to view and listen to the Chair and ask questions at the meeting. Therefore, it is the shareholders' (or their proxy's (as the case may be)) responsibility to ensure connection to the internet for the duration of the AGM.

There is no requirement for shareholders to give notice of their intention to log in to the AGM via the Webcasting Platform, save that persons appointed as proxy or as a corporate representative to represent

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a shareholder at the AGM should contact Link Registrars Limited by 10:30am (Irish Time) on Tuesday 30 April 2024 by emailing RMSupportDublin@linkgroup.iefor unique log-in credentials in order to access the AGM.

Shareholders will still need to submit their voting instruction by the relevant deadline before the AGM, as it will not be possible to vote using the Webcasting Platform.

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CONTENTS

EXPECTED TIMETABLE OF EVENTS

AGENDA OF ANNUAL GENERAL MEETING

Ordinary Business

1. To receive and consider the Company's financial statements for the year ended 31 December 2023.
2. To declare a final dividend.
3. Election / Re-election of Directors.
4. Advisory vote on the continuation in office of PricewaterhouseCoopers as Auditors of the Company.
5. Authorisation to fix the remuneration of the Auditors for the year ending 31 December 2024.
6. Advisory vote on the Annual Statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration of the Remuneration Committee for the year ended 31 December 2023.
7. Authorisation to retain the power to convene an Extraordinary General Meeting by at least fourteen clear days' notice.

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Special Business

1. Authorisation to allot relevant securities.
2. Authorisation to dis-apply statutory pre-emption rights and allot up to five per cent of the issued ordinary share capital of the Company.
3. Authorisation to make market purchases of the Company's own shares.
4. Determination of the price range for the re-issue of treasury shares off-market.

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__________________________________________________________________________________

GRAFTON GROUP PLC

(the "Company")

I am writing to you to explain the resolutions to be proposed at the forthcoming Annual General Meeting (the "AGM"), all of which the Board is recommending for your approval.

Your attention is drawn to the Notice of the AGM which will be held at 10:30am (Irish Time) on

Thursday 2 May 2024 at the IMI Conference Centre, Sandyford Road, Dublin 16, D16 X8C3, Ireland, which is set out on pages 11 to 14 of this document.

The following briefly explains the business to be transacted at the AGM:

Resolution 1 deals with reviewing the Company's affairs and considering the financial statements for the year ended 31 December 2023, together with the reports of the directors and statutory auditor thereon.

Resolution 2 proposes the approval and payment of a final dividend for the year ended 31 December 2023 of 26.0 pence per Ordinary Share in the capital of the Company to be paid on 9 May 2024 to the holders of Ordinary Shares on the register of members of the Company at the close of business on 12 April 2024.

Resolution 3 proposes the election/re-election of directors. The Board has agreed that all Directors will retire and seek election/re-election at the forthcoming AGM, with the exception of Mr. Paul Hampden Smith and me, as we have indicated that we will step down from the Board at the conclusion of the AGM. This is not required legally or by the Company's Articles of Association but is in line with best practice and the provisions of the 2018 UK Corporate Governance Code. As previously announced, Mr. Mark Robson and Mr. Ian Tyler were appointed as Non-Executive Directors with effect from 1 December 2023 and 1 March 2024 respectively and both will retire and put themselves forward for election by shareholders at this AGM.

I recommend that each of the Directors going forward be re-elected at the 2024 AGM.

Resolution 4 is an advisory, non-binding resolution regarding the continuation in office of PricewaterhouseCoopers as Auditors of the Company.

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Resolution 5 authorises the Directors to fix the remuneration of the Auditors for the year ending 31 December 2024.

In Resolution 6, the Board is proposing to submit the Annual Statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration of the Remuneration Committee, as set out on pages 142 to 145 and 156 to 170 respectively of the 2023 Annual Report, to a non-binding advisory vote.

Resolution 7 is a special resolution which, if adopted, will maintain the existing authority in the Articles of Association which permits the Company to convene an Extraordinary General Meeting by giving at least 14 clear days' notice in writing where the purpose of the meeting is to consider an ordinary resolution. As a matter of policy, the 14 clear days' notice will only be utilised where the Directors believe that it is merited by the business of the meeting and is to the advantage of shareholders as a whole.

Special Business at AGM

In addition to the ordinary business to be transacted at the AGM, there are various items of special business which are described further below:

Resolution 8 - Authority to Allot Relevant Securities

In Resolution 8, shareholders are being asked to renew the Directors' authority to allot and issue shares. If adopted, this authority will authorise the Directors to issue shares up to a maximum aggregate nominal value of €3,374,845 (which represents one third of the nominal value of the existing issued ordinary share capital of the Company as at the latest practicable date before the publication of this AGM Circular). The authority under this resolution will expire at next year's AGM or 15 months after the forthcoming AGM, whichever is the earlier.

Resolution 9 - Authority to Dis-apply Statutory Pre-emption Rights

At the AGM held in 2023, shareholders gave the Directors power to allot shares for cash otherwise than in accordance with statutory pre-emption rights. That power will expire at the close of business on the date of the forthcoming AGM.

The Directors will, at the forthcoming AGM, seek power to allot shares for cash, otherwise than in accordance with statutory pre-emption rights, by way of rights issue or other issue up to the amount of the unissued share capital of the Company, or otherwise up to an aggregate nominal value of €504,976 on the basis that this limit shall apply to all allotments for cash and any treasury shares that may be reissued for cash. This limit is equivalent to approximately five per cent of the nominal value of the issued ordinary share capital of the Company. The power under this resolution will expire (under the Articles of Association of the Company) at next year's AGM or 15 months after the forthcoming AGM, whichever is the earlier.

Save for the allotment of shares in respect of the Company's employee share schemes, as at the date hereof, the Board has no current intention to exercise the authority sought pursuant to Resolutions 8 and 9 (as described above) and will only exercise these authorities if they consider it to be in the best interests of shareholders generally at that time. The number of treasury shares held by the Company as at the date hereof is 500,000, which is equivalent to approximately 0.25 per cent of the issued share capital of the Company (excluding treasury shares) as at the latest practicable date before the publication of this AGM Circular.

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Resolution 10 - Authority to Make Market Purchases of the Company's Own Shares

At the 2023 AGM, shareholders gave the Company and/or any of its subsidiaries authority to make stock market purchases of up to 10 per cent of the Company's own shares. Under Resolution 10 shareholders are being asked to renew this authority.

The Directors monitor the Company's share price and may from time to time exercise this power to make stock market purchases of the Company's own shares, at price levels which they believe would increase the future earnings per share on those shares not purchased and where it would be in the best interests of the Company and of shareholders generally, after taking account of the Company's overall financial position. The minimum price which may be paid for any market purchase of the Company's own shares will be the nominal value of the shares and the maximum price which may be paid will be 105 per cent of the then average market price of the shares. The power under this resolution will expire (under the Articles of Association of the Company) at next year's AGM or 15 months after the forthcoming AGM, whichever is the earlier.

Resolution 11 - Authority to Re-issue Treasury Shares

In Resolution 11, shareholders are being asked to sanction the price range at which any treasury share (that is a share of the Company redeemed or purchased and held by the Company rather than being cancelled) may be re-issued other than on the Stock Exchange. The maximum and minimum prices at which such a share may be re-issued are 120 per cent and 95 per cent, respectively of the average market price of a share calculated over the five business days immediately preceding the date of such re-issue.

Further Action

A Form of Proxy for use at the meeting is enclosed. The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your Ordinary Shares in the Company.

Further information on the conduct of the meeting (including the ability to attend the meeting virtually via the Webcasting Platform) together with the relevant voting/proxy appointment options and deadlines for the various shareholders of the Company are set out on pages 1 to 5 of this Circular and in the notes to the Notice of AGM.

RECOMMENDATION

Your Board considers that the proposals set out above are in the best interests of shareholders as a whole and recommends that you vote in favour of the resolutions at the AGM.

All resolutions at the AGM will be decided on a poll at the demand of the Chair in accordance with the provisions of the Articles of Association of the Company and in line current market practice. The results will be published on the company's website at https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/as soon as possible after the conclusion of the AGM.

If you have any questions, please contact Link Registrars Limited on +353 (0) 1 553 0050. Lines are open 9:00am to 5:00pm (Irish Time) Monday to Friday, excluding Bank or Public Holidays in Ireland.

Yours sincerely,

_______________

Michael Roney Chair

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