Grafton Group Regulatory News (GFTU)

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)i

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:

Grafton Group plc

2. Reason for the notification (please tick the appropriate box or boxes):

[X] An acquisition or disposal of voting rights

[ ] An acquisition or disposal of financial instruments

[ ] An event changing the breakdown of voting rights

[ ] Other (please specify)iii:

3. Details of person subject to the notification obligationiv :

Name:

The Capital Group Companies, Inc. ("CGC")

City and country of registered office (if applicable):

Los Angeles, California 90071 U.S.A.

4. Full name of shareholder(s) (if different from 3.)v:

See Box 10

5. Date on which the threshold was crossed or reachedvi:

22 November 2016

6. Date on which issuer notified:

23 November 2016

7. Threshold(s) that is/are crossed or reached: Above 12% - Aggregate of voting rights from shares

8. Total positions of person(s) subject to the notification obligation:

% of voting rights attached to shares (total of 9.A)

% of voting rights through financial instruments(total of 9.B.1 + 9.B.2)

Total of both in % (9.A + 9.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

12.7666%

0.0000%

12.7666%

236,295,887

Position of previous notification (if applicable)

11.0476%

0.0000%

11.0476%

9. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii:

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

Indirect

Direct

Indirect

IE00B00MZ448

30,167,005

12.7666%

SUBTOTAL A

30,167,005

12.7666%

B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations

Type of financial instrument

Expirationdatex

Exercise/Conversion Periodxi

Number of voting rights that may be acquired if the instrument is exercised/converted.

% of voting rights

Not applicable

SUBTOTAL B.1

B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations

Type of financial instrument

Expirationdatex

Exercise/Conversion Period xi

Physical or cash settlementxii

Number of voting rights

% of voting rights

Not applicable

SUBTOTAL B.2

10. Information in relation to the person subject to the notification obligation

[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii

[ X ] Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv:

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

The Capital Group Companies, Inc.

Holdings by CG Management companies are set out below:

12.7666%

0.0000%

12.7666%

Capital Research and Management Company1

12.7666%

0.0000%

12.7666%

American Funds Fundamental Investors2

(Direct shareholding that does not exercise its own voting shares. Voting shares are exercised by CRMC)

American Funds Insurance Series - Growth Fund2

(Direct shareholding that does not exercise its own voting shares. Voting shares are exercised by CRMC)

1. Wholly-owned subsidiary of The Capital Group Companies, Inc.

2. Mutual fund managed by Capital Research and Management Company.

11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

12. Additional informationxvi:

CGC is the parent company of Capital Research and Management Company ("CRMC"). CRMC is a U.S.-based investment management company that manages the American Funds family of mutual funds. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC in turn is the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of five investment management companies ("CGII management companies"): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. The CGII management companies primarily serve as investment managers to institutional clients.

Neither CGC nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

American Funds Fundamental Investors ("FI") is a mutual fund registered in the United States under the Investment Company Act of 1940. FI is the legal owner of 15,037,000 units (6.3636% of the outstanding shares).

American Funds Insurance Series - Growth Fund ("VIG") is a mutual fund registered in the United States under the Investment Company Act of 1940. VIG is the legal owner of 7,866,000 units (3.3289% of the outstanding shares).

Both FI and VIG have granted proxy voting authority to its investment adviser CRMC.

FI has made a separate notification disclosing its holdings as of 1 January 2010.

VIG has made a separate notification disclosing its holdings as of 11 August 2010.