Grainger : Additional Guarantor Notice

GRAINGER PLC

ADDITIONAL GUARANTOR NOTICE TO THE HOLDERS OF

£350,000,000 3.375 per cent. Guaranteed Secured Notes due 2028 (ISIN: XS1790055229; Common Code: 179005522) (the Notes)

Dated: 24 September 2019

1. This Additional Guarantor Notice is delivered to you in accordance with Condition 3.2 (Additional Guarantors) and Condition 14 (Notices) of the Terms and Conditions of the Notes (the Terms and Conditions) as set out in Schedule 4 of the trust deed dated 24 April 2018 (and as further amended or supplemented from time to time, the Trust Deed) and made between Grainger plc (the Issuer), the various subsidiaries of Grainger plc named therein as guarantors (the Guarantors) and HSBC Corporate Trustee Company (UK) Limited (the Trustee).

2. Terms defined in the Trust Deed shall have the same meaning in this Additional Guarantor Notice unless given a different meaning in this Additional Guarantor Notice.

3. Pursuant to Condition 3.2 (Additional Guarantor) and Condition 14 (Notices) of the Terms and Conditions, the Issuer hereby notifies the Noteholders of the accession of each of the following entities as an Additional Guarantor:

Name of Relevant Entity	Registered Number
GRAINGER SEVEN SISTERS LIMITED	06111428
GRAINGER NEWBURY LIMITED	03904336

4. As of the Issuer's audited consolidated financial statements for the year ended 30 September 2018, (1) the Issuer, (2) the Issuer's guarantor subsidiaries (including the Additional Guarantors) and (3) the Issuer's non-guarantor subsidiaries represented 163.0% (£202.0 million), 99.5% (£123.3 million) and (162.5)% (£(201.4) million), respectively, of consolidated EBITDA and 57.3% (£467.6 million), 177.3% (£1,446.0 million) and (134.6)% (£(1,098.0) million), respectively, of consolidated net assets.

5. Each Additional Guarantors results were included in the Issuer's audited consolidated financial statements for the year ended 30 September 2018.

6. A copy of this Additional Guarantor Notice is being sent to all holders of record of the Notes.

7. Questions regarding this Additional Guarantor Notice should be directed to the Company at:

Grainger plc
Citygate
St James' Boulevard
Newcastle upon Tyne
NE1 4JE

For the attention of: Mark Whitehead

This Additional Guarantor Notice is given by:

Grainger Plc

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.