Grafton Group plc
Results of 2021 Annual General Meeting
Grafton Group plc ("the Company") confirms that all ordinary and special resolutions proposed at the Annual General Meeting of the Company held on 28 April 2021 were duly passed on a poll.
The results of the poll, certified by the scrutineer Link Registrars Limited, were as follows:
| Resolution | FOR | % | AGAINST | % | VOTE WITHHELD |
| Resolution 1 | 105,269,939 | 98.59 | 1,502,490 | 1.41 | 252,357 |
| Resolution 2 | 105,853,199 | 98.91 | 1,171,309 | 1.09 | 278 |
| Resolution 3a | 57,100,658 | 59.36 | 39,100,540 | 40.64 | 10,823,588 |
| Resolution 3b | 106,721,991 | 99.72 | 300,670 | 0.28 | 2,125 |
| Resolution 3c | 106,723,008 | 99.72 | 299,653 | 0.28 | 2,125 |
| Resolution 3d | 106,700,189 | 99.70 | 322,472 | 0.30 | 2,125 |
| Resolution 3e | 106,722,007 | 99.72 | 300,654 | 0.28 | 2,125 |
| Resolution 3f | 106,111,291 | 99.15 | 911,370 | 0.85 | 2,125 |
| Resolution 3g | 106,949,284 | 99.93 | 73,377 | 0.07 | 2,125 |
| Resolution 4 | 105,731,168 | 98.79 | 1,292,993 | 1.21 | 625 |
| Resolution 5 | 106,964,562 | 99.94 | 59,899 | 0.06 | 325 |
| Resolution 6 | 100,548,542 | 93.95 | 6,475,736 | 6.05 | 508 |
| Resolution 7 | 104,613,345 | 97.75 | 2,410,780 | 2.25 | 661 |
| Resolution 8 | 105,645,432 | 98.71 | 1,378,533 | 1.29 | 821 |
| Resolution 9 | 106,222,908 | 99.26 | 794,140 | 0.74 | 7,738 |
| Resolution 10 | 104,926,025 | 98.14 | 1,986,975 | 1.86 | 111,786 |
| Resolution 11 | 106,895,797 | 99.98 | 20,155 | 0.02 | 108,834 |
| Resolution 12 | 107,009,407 | 100.00 | 2,025 | 0.00 | 13,354 |
| Resolution 13 | 106,892,032 | 99.89 | 119,968 | 0.11 | 12,786 |
| Resolution 14 | 104,524,049 | 97.66 | 2,500,229 | 2.34 | 508 |
The Board notes that while resolution number 3a, the re-election of Michael Roney, was passed with the requisite majority of votes, a significant minority of shareholders chose not to support this resolution. The views of all our shareholders are important to us and we will consult with those shareholders who voted against this resolution to understand their specific concerns and publish an update in due course in accordance with the UK Corporate Governance Code.
The full text of these resolutions is set out in the Notice of 2021 Annual General Meeting which was posted to shareholders on 24 March 2021 and which is available on the Company's website at https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/.
In accordance with Rule 9.6.1 of the Listing Rules, copies of all resolutions other than resolutions concerning ordinary business have been forwarded to the UK's National Storage Mechanism where they will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notes
1. A total of 107,024,786 votes were validly cast.
2. The total number of Ordinary Shares of €0.05 each in issue is 239,720,483. Each Ordinary Share carries one vote. The Company holds 500,000 Ordinary Shares in treasury. Therefore, the total number of voting rights is 239,220,483 and the proportion of the total voting rights represented by those votes validly cast is 44.74%.
3. A vote withheld is not a vote for the purpose of the poll.
Susan Lannigan
Deputy Company Secretary
Grafton Group plc
Telephone: +353 1 2160600
28 April 2021
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