Grainger : Guarantor Resignation Notice

GRAINGER PLC

GUARANTOR RESIGNATION 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 Guarantor Resignation Notice is delivered to you in accordance with Condition 3.3 (Release of a Guarantor) 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 Guarantor Resignation Notice unless given a different meaning in this Guarantor Resignation Notice.

3. Pursuant to Condition 3.3 (Release of a Guarantor) and Condition 14 (Notices) of the Terms and Conditions, the Issuer hereby notifies the Noteholders of the resignation and release of each of the following entities as a Guarantor under the Trust Deed but without prejudice to any obligations which may have accrued prior to such release:

Name of Relevant Entity

GRAINGER RURAL LIMITED

GRAINGER SERVICED APARTMENTS LIMITED

4. The Issuer has given written notice to the Trustee of such resignation on 10 September 2019 and received notice of confirmation from the Trustee on 10 September 2019, at which point each of the entities referenced in 3 above was automatically released and relieved of all future obligations under the Notes Guarantee and all of its future obligations as a Guarantor under the Trust Deed but without prejudice to any obligations which may have accrued prior to such release.

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

6. Questions regarding this Guarantor Resignation 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 Guarantor Resignation Notice is given by:

Grainger Plc

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