Grafton : Proxy Form for 2023 AGM

GRAFTON GROUP plc

FORM OF PROXY

To be used for the Annual General Meeting of Grafton Group plc (the "Company") to be held on 4 May 2023 at 10:30am

Please indicate with an 'x' in the boxes below how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting as he/she thinks fit.

				RESOLUTIONS
				(The resolutions are set out in full in the Notice of Annual
				General Meeting)
			1	To receive and consider the financial statements for the year
			ended 31 December 2022.
			2	To declare a final dividend of 23.75 pence per Ordinary Share
			for the year ended 31 December 2022.
			3	(a) To re-elect Paul Hampden Smith as a Director.
				(b) To re-elect Susan Murray as a Director.
I/We*, the person(s) named above, being (a) member(s) of the Company,		(c) To re-elect Vincent Cr	wley as a Direct r.
	(d) To re-elect Rosheen McGuckian as a Direct r.
HEREBY APPOINT
........................................................................................................................................		(e) To re-elect Avis Darzi	s as a Direct r.
of
		(f) To re-elect David Ar old as a Director.
........................................................................................................................................
	(g) To elect Er c B rn as a Director.
or failing him/her
of			(h) To re-elect M chael R	ney as a Director.
........................................................................................................................................	4	To c ns der he c ntinuati	n in office of PricewaterhouseCoopers
or failing him/her the Chair of the meeting, as my/our proxy to vote for me/ us on		s Aud ors of the Company.
5	To	u horise he Directors to fix the remuneration of the Auditors
my/our behalf at the Annual General Meeting of the Company to be held on 4 M y		for	he year ended 31 December 2023.
2023 and at any adjournment thereof. I/We direct the proxy to vote for/ag inst the	6	To receive and consider the Chair's Annual Statement and the
resolutions to be proposed at such meeting, or to abstain from voting, as indic ted.	Annu l Report on Remuneration of the Remuneration Committee
(Delete as appropriate)				for the year ended 31 December 2022.
This proxy may be exercised in respect of ……………...…. O dina y Shares	7	To receive and consider the 2023 Remuneration Policy.
registered in my/our name(s).			8	To approve the convening of an Extraordinary General Meeting
(Delete as appropriate)			on 14 clear days' notice.
		9	To authorise the Directors to allot relevant securities.
Note: Unless otherwise instructed the proxy will v te abstain	m voting as he/
	To authorise the Directors to dis-apply statutory pre-emption
she thinks fit.			10
Signature		rights and allot up to five per cent of the issued ordinary share
		capital of the Company.
Dated	.., 2023		11	To authorise market purchases of the Company's own shares.
		To determine the price range for the re-issue of treasury shares
PLEASE NOTE THAT COMPLETED FORMS MUST BE RETURNED	12
off-market.
NO LATER THAN 10:30am	(IRISH TIME) ON 2 MAY 2023
	information

FOR

AGAINST

ABSTAIN

GRA TON GROUP plc

Holder Ref:

Please do not post this section of the form but present it personally to gain admittance at the meeting.

ATTENDANCE FORM	Detach here
Annual General Meeting 2023 at the IMI Conference Centre,
Sandyford Road, Dublin 16, D16 X8C3, Ireland on 4 May 2023
at 10:30 am
Signature of Shareholder
To be completed if you are a proxy
Name of proxy (Block letters)
Number of units in respect of which the proxy is appointed
Signature

NOTES

(6) In respect of CDI Holders, Euroclear UK &

International

Limited

(1)

Shareholder participation and engagement remains important to us and

("EUI"), the operator of CREST, has arranged for voting instructions

as a result we are pleased to be able to provide a facility for shareholders

relating to the CDIs held in CREST to be received by Broadridge. Further

to view and listen to the business of the meeting and raise questions

details on this service are set out on the "All you need to know about

during the meeting at the invitation of the Chair through the Company's

SRD II in Euroclear UK & Ireland" webpage of the Euroclear Bank

webcasting platform operated by BRR Media (the "Webcasting

website (www.euroclear.com) which is accessible to CREST participants

Platform"), as described in further detail in the Notes to the Notice of

(see the section entitled "CREST International Service - Proxy

AGM. Shareholders wishing to vote at the AGM will still need to submit

Voting"). If you are a CDI Holder, you will be required to make use

proxy voting instructions by the relevant deadlines before the AGM, as it

of the EUI proxy voting service facilitated by Broadridge Global Proxy

will not be possible to vote at the AGM using the Webcasting Platform.

Voting service in order to receive meeting announcements and send back

(2) Any relevant updates regarding the conduct of the AGM, including

voting instructions as required. To facilitate client set up, if you hold

any changes to the arrangements outlined in the accompanying AGM

CDIs and wish to participate in the Broadridge Global Proxy Voting

Circular, will be announced via a Regulatory Information Service and will

service, you will need to complete the following steps:

be available on the website of the Company at https://www.graftonplc.

•

Register for an account with EUI at the following web address:

com/investors/shareholder-services/shareholder-meetings/.Shareholders

https://www.euroclear.com/users/en/registration-choice.html.

should

monitor

the Company's website

for

update

announcements

•

Complete a

Meetings and

Voting

C ient Set-Up Application

regarding the AGM in the event that circumstances change.

Form (the "EUI Application Form"), which wi

be

available

(3) A member entitled to attend, speak, ask questions and vote is entitled to

at the following link once

you have

ogged in

to

our EUI

appoint a proxy to attend, speak, ask questions and vote on his/her behalf.

account: Meetings and Voting Clie t Set-upForm (CRT408).

A proxy need not be a member of the Company. Appointment of a proxy

•

A copy of the completed EUI Application Form must be returned to

will not preclude a member from attending, speaking, asking questions

EUI by an authorised signatory (i.e. a

omi

ated representative of

and voting at the meeting should the member subsequently wish to do so.

the CDI Holder) with a sec

d auth rised sig atory copied in for

(4) A member may appoint more than one proxy to attend and vote at the

verification purposes (where appr priate) usi

g the following email

meeting provided each proxy is appointed to exercise rights attached to

address: eui.srd2@eur clear.c

m.

information

n Forms will be shared

different shares held by that member. Should you wish to appoint more

•

Fully completed and returned EUI Applicati

than one proxy, please read these explanatory notes carefully. Holders

with Broadridge by EUI. This will enable Broadridge to contact

of CREST Depositary Interests ("CDIs") ("CDI Holders") and/or

you a

d share further detailed information on the service offering

participants of the Euroclear Bank SA/NV ("Euroclear Bank") system

and i

itiate the process for gra ting your access to the Broadridge

(the "EB System") ("EB Participants") wishing to attend, speak or ask

platf

rm. Sh

uld shareholders have any queries on the Broadridge

questions at the AGM must arrange to have themselves appointed as their

serv ce

fferi

g, Br adridge can be contacted by telephone on +1

own proxy as explained in notes 6 and 7 respectively below.

800 353 0103during normal US (Eastern Time) business hours.

(5) For shareholders whose name appears on the register of members of the

Once CDI H

lders have gained access to the Broadridge platform (by

Company (i.e. those who hold their Ordinary Shares in certificated (i.e.

f ll w ng

he

nstructi

ns set out above), they can complete and submit

paper) form and who therefore do not hold their interests in Ordinary

proxy appo ntments

(including

voting

instructions)

electronically.

Shares as Belgian law rights through the EB System or as CDIs through

Bro dr dge w ll process and deliver any such proxy voting instructions

the CREST system ("CREST")), you may appoint a proxy by completing

received from CDI Holders by the Broadridge voting deadline date to

this Form of Proxy, making sure to sign and date the form at the bottom

Eurocle r Bank by its cut-off time and to agreed market requirements.

and return it to the Company's Registrars, Link Registrars Limited t P.O.

Altern tively, a CDI Holder can send a third party proxy voting

Box 7117, Dublin 2, Ireland if delivered by post or at Link Registr rs

instruction through Broadridge in order to appoint a third party (who may

Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07

be a corporate representative or the CDI Holder themselves) to attend and

DP79, Ireland if delivered by hand during no mal business hou s so as

vote at the meeting the number of shares specified in the proxy instruction

to be received by no later than 10:30am (Irish Time) on 2 May 2023 (or,

(subject to the Broadridge voting deadline). There is no facility to offer

in the case of an adjournment, no later than 48 hou s befo e the ti e

a letter of representation/appoint a corporate representative other than

fixed for holding the adjourned meeting)

in the case

f a p ll, at least

through the submission of third party proxy appointment instructions

48 hours before the time appointed

the taking f the p ll. If you are

through Broadridge.

appointing someone other than the Chair

the meeting as your proxy,

Broadridge's voting deadline is expected to be two business days prior

then you must fill in the details of y

ur representative at the meeting

to Euroclear Bank's voting instruction deadline as set out below and is

in the box in the top left corner of the F

rm

Pr xy. If y u appoint

expected to be close of business on Thursday, 27 April 2023. As stated

the Chair of the meeti g or a

other person as a proxy to vote on your

above, CDI Holders should please consult with their stockbrokers to

behalf, please make sure to

d cate how you wish your votes to be

confirm any relevant Broadridge deadlines.

cast by ticking the releva

t boxes on the Form of Proxy. If no specific

CDI Holders should pay close attention to any notices specifically relating

instructions are given, the proxy w ll vote

withhold your vote at his/

to the AGM and are strongly encouraged to familiarise themselves with

For

" opt on s provided to enable you to abstain

the arrangements with Broadridge, including the voting deadlines and

her disc etion. The "Absta

on any pa ticular esolut

. It should be noted, however, that it is not a

procedures and to take, as soon as possible, any further actions required

vote in law and will not be counted

the calculation of the proportion

by Broadridge before they can avail of this voting service.

f v tes f

and against the esolution. Unless otherwise directed and in

The Company understands that Broadridge will use best endeavours to

respect

f any

ther es lutions moved during the AGM, the proxy will

accept late votes, changes and cancellations from a CDI Holder after the

v te as he/she thinks fit

abstain from voting.

voting deadline but there is no guarantee that these will be processed

Alternatively, a member may appoint a proxy or proxies electronically

within the requisite timeframes.

by l gging

n to the website of the registrars, Link Registrars Limited

Should you have any queries in relation to completing and submitting

at www.signalshares.com and entering the Company name, Grafton

proxy appointments (including voting instructions) electronically via

Group plc. You will need to register for the Share Portal by clicking

Broadridge, please contact your dedicated client service representative at

on "registration section" (if you have not registered previously) and

Broadridge.

following the instructions. Shareholders will be asked to enter their

(7) EB Participants can submit proxy appointments (including voting

Investor Code (IVC) as printed on the top of the Form of Proxy and agree

instructions) electronically in the manner described in the document

to certain conditions. Link Registrars Limited, the company's registrar,

issued by Euroclear Bank entitled "Euroclear Bank as issuer CSD

has launched a shareholder app: LinkVote+. It's free to download and

for Irish corporate securities - Service description" and available on

use and gives shareholders the ability to access their shareholding record

the Euroclear Bank website (www.euroclear.com). EB Participants can

at any time and allows users to submit a proxy appointment quickly

either send:

instructions

to instruct

Euroclear

Nominees to

and easily online rather than through the post.

The app is available to

•

electronic voting

download on both the Apple App Store and Google Play, or by scanning

either itself, or by appointing the Chair of the meeting as a proxy:

the relevant QR code below.

•

vote in favour of all or a specific resolution(s);

•

vote against all or a specific resolution(s);

•

abstain for all or a specific resolution(s); or

•

give discretionary vote

to the

Chair

for all

or a specific

resolution(s); or

Apple App Store

Google Play

•	a proxy voting instruction to appoint a third party (other than
	Euroclear Nominees or the Chair of the meeting) (who may be a
	corporate representative or the EB Participant themselves) to attend
	the meeting in respect of 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 9:30am
(Irish time) on Tuesday, 2 May 2023. 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.
(8) In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the
votes of the other registered holder(s) and, for this purpose, seniority will
be determined by the order in which the names stand in the register of
members in respect of the joint holding.
(9) To be effective, all proxy voting instructions (whether submitted directly
or through the EB System or CREST) together with any power of
attorney or other authority under which it is executed, or a notarially
certified copy thereof, must be received by the Company's Registrars,
Link Registrars Limited 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 not less than 48 hours before the time appointed
	for the holding of the meeting or any adjournment thereof or in the case
	of a poll, at least 48 hours before the time appointed for the taking of the
	poll. However, persons holding through the EB System or CREST will
	also need to comply with any additional voting deadlines imposed by
	the respective service offerings. All relevant persons are recommended
	to consult with their stockbroker or other intermediary at the earliest
	opportunity.
(10) The Company, pursuant to Section 1087G of the Companies Act 2014,
	specifies that only those shareholders registered in the Register of
	Members of the Company at close of business (deemed to be 6:00pm
		only
	(Irish Time)) on Sunday, 30 April 2023 (or in the case of an adjournment
	as at close of business on the date that is four da	s before the date of the
	adjourned meeting) shall be entitled to attend, speak, ask questions and
	vote at the meeting in respect of the number of shares registered in their
	names at the time. Changes to entries in the register after that time will
	be disregarded in determining the right of a	person to attend and/or
	vote at the meeting.
(11)	All resolutions at the AGM will be put to a poll. Pursua t to Section
	190(b) of the Companies Act 2014, where a p ll is taken at the AGM, a
	Shareholder, present in pers	n r by pr xy, h ldi g more than one share
	need not cast all his/her v tes in the same way.
(12)	A vote withheld is not a v	te in law and will not be counted in the
	calculation of the proporti	f the v tes f r and against a resolution.