Grainger plc Regulatory News (GRI)

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Grainger plc

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

An acquisition or disposal of voting rights

ü

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

Type 1 disclosure as per the Transparency Directive II Regulation

ü

3. Full name of person(s) subject to thenotification obligation: iii

Schroders plc

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

Schroder Investment Management Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

23.06.16

6. Date on which issuer notified:

24.06.16

7. Threshold(s) that is/are crossed orreached: vi, vii

From 14% - 13%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

69,512,054

62,262,054

65,103,513

N/A

58,303,513

N/A

13.989%

Ordinary

GB00B04V1276

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

58,303,513

13.989%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Schroder Investment Management Limited 58,303,513 13.989%

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

This notification is being made based on the legal entity position falling below 14%. Schroders Plc's position remains within disclosure thresholds, as per previous disclosure dated 31st May 2016.

The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 416,790,575.

14. Contact name:

Shaheen Hussain

15. Contact telephone number:

+44 207 658 6000

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

78,787,874

66,572,469

73,923,765

N/A

62,108,360

N/A

14.902%

Ordinary

GB00B04V1276

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

62,108,360

14.902%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Schroder & Co. Limited 208,540 0.050%

Schroder Investment Management Limited 59,166,009 14.196%

Schroder Investment Management North America Limited 2,733,811 0.656%

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 416,785,304.

14. Contact name:

Chloe Talbot

15. Contact telephone number:

+44 207 658 6000