AGM Update

27 August 2021

Grafton Group plc (“Grafton” or “the Company") announced on 28 April 2021 that while all resolutions put to shareholders at the 2021 Annual General Meeting (“AGM”) of the Company were passed, a minority of shareholders chose not to support resolution 3a which related to the re-election of the Company’s Non-Executive Chair, Michael Roney.

In line with the provisions of the 2018 UK Corporate Governance Code, the Company has reached out to shareholders in order to gain an understanding of the reasons behind their votes and now provides this update on the outcome of the consultation process.

On the basis of the views expressed by shareholders who responded, the level of votes against Mr. Roney’s re-election was influenced by only two of the Board’s seven Directors being female and several shareholders expressed a concern relating to the number of Board appointments held by  Mr. Roney in listed companies.

As noted in the 2020 Annual Report, the Board’s objective is to increase Board diversity and it has initiated a process to appoint an additional female Non-Executive Director which will increase female representation on the Board to more than one-third.

The Board appreciates the increased focus on Directors Board commitments and notes that a number of institutional investors have developed specific guidelines and applied a more stringent voting policy in relation to Directors’ Board commitments.  The Board of Grafton believes that Mr. Roney has always devoted sufficient time to his role as Chair and is confident that he effectively discharges his role. He brings significant international business experience to the role, provides clear direction and leadership of the Board and makes a major contribution to the strategic development of Grafton.  The Board is strongly supportive of the role and guidance that Mr. Roney provides to the Company for the benefit of all stakeholders.

The Nomination Committee continues to monitor all Directors’ external commitments and would take appropriate action in the event of any concerns being raised about their ability to dedicate sufficient time to their roles as Directors of the Company.

The Company will set out further details on these matters in the 2021 Annual Report.