Company Announcements

GRAINGER PLC

EXCLUDED ENTITY RESIGNATION NOTICE TO THE HOLDERS OF

£350,000,000 3.375 per cent. Guaranteed Secured Notes due 2028 (ISIN: XS1790055229; Common Code: 179005522) (the Notes)

Dated: 24 September 2019

1.             This Excluded Entity Resignation Notice is delivered to you in accordance with Condition 3.6 (Excluded Entities) and Condition 14 (Notices) of the Terms and Conditions of the Notes (the Terms and Conditions) as set out in Schedule 4 of the trust deed dated 24 April 2018 (and as further amended or supplemented from time to time, the Trust Deed) and made between Grainger plc (the Issuer), the various subsidiaries of Grainger plc named therein as guarantors (the Guarantors) and HSBC Corporate Trustee Company (UK) Limited (the Trustee).

2.             Terms defined in the Trust Deed shall have the same meaning in this Excluded Entity Resignation Notice unless given a different meaning in this Excluded Entity Resignation Notice.

3.             Pursuant to Condition 3.6 (Excluded Entities) and Condition 14 (Notices) of the Terms and Conditions, the Issuer hereby notifies the Noteholders of the resignation of each of the following entities as Excluded Entity:

4.             The Issuer has given written notice to the Trustee of such resignation on 10 September 2019 and received notice of confirmation from the Trustee on 10 September 2019, at which point each of the entities referenced in 3 above was automatically designated a Non-Excluded Entity.

5.             A copy of this Excluded Entity Resignation Notice is being sent to all holders of record of the Notes.

6.             Questions regarding this Excluded Entity Resignation Notice should be directed to the Company at:

Grainger plc
Citygate
St James' Boulevard
Newcastle upon Tyne
NE1 4JE

For the attention of: Mark Whitehead

This Excluded Entity Resignation Notice is given by:

Grainger Plc

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.