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:

Franklin Templeton Institutional, LLC

City and country of registered office (if applicable):

Wilmington, U.S.A.

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

AIB Bank, Dublin

Deutsche Bank AG, Frankfurt Am Main

JPMorgan Chase Bank, N.A., London

State Street Bank and Trust Company, London

The Northern Trust Company, London

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

13 October 2016

6. Date on which issuer notified:

14 October 2016

7. Threshold(s) that is/are crossed or reached:

Above 8%

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

8.04%

8.04%

236,295,887

Position of previous notification (if applicable)

7.98%

7.98%

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

18,993,730

8.04%

SUBTOTAL A

18,993,730

8.04%

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

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

SUBTOTAL B.2

10. Information in relation to the person subject to the notification obligation (please tick the applicable box):

[X] 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

[ ] 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

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: