Grainger : Notice of Redemption

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

GRAINGER PLC

NOTICE OF REDEMPTION TO THE HOLDERS OF

£275,000,000 5.00 per cent. Guaranteed Secured Notes due 2020 (ISIN: XS0996777834; Common Code: 099677783) (the Notes)

Dated: 24 APRIL 2018

Reference is made to the principal trust deed dated 28 November 2013 (the Original Trust Deed) in respect of the original issue of the Notes and the supplemental trust deed in respect of the further issue of the Notes dated 7 August 2014 (the Supplemental Trust Deed, and together with the Original Trust Deed, the Trust Deed) each entered into between Grainger plc (the Company), certain subsidiaries of the Company, and Deutsche Trustee Company Limited (the Trustee) as trustee for the Noteholders and the Couponholders, pursuant to which the Company has issued the Notes.

Capitalised terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Trust Deed.

The Company hereby notifies the Noteholders of its intention to redeem the Notes in whole and provides the following information:

(a) Pursuant to Condition 7.4(a) (Redemption at the option of the Issuer) and Condition 14 (Notices) of the Notes, the Company hereby gives notice to the Noteholders of its intention to redeem the Notes in whole.

(b) Pursuant to clause 13(k) and clause 13(r) (Covenants of the Issuer and the Guarantors) of the Original Trust Deed, the Company has given notice to the Trustee of the redemption and obtained the prior written approval of the Trustee of this Notice of Redemption.

(c) The Company intends to redeem the Notes on 3 May 2018 (such date, the Redemption Date).

(d) Upon the expiry of this Notice of Redemption, the Company shall redeem the Notes in accordance with the terms herein.

(e) In accordance with Condition 7.4(a) (Redemption at the option of the Issuer) the Company shall redeem the Notes at the higher of (i) their principal amount; and (ii) the price (as reported in writing to the Company and the Trustee by a financial adviser of international and reputable standing appointed by the Company and approved in writing by the Trustee) expressed as a percentage (and rounded, if necessary, to the third decimal place (0.0005 being rounded upwards)) at which the gross redemption yield on the Notes, calculated on the date falling two Business Days before the day set for redemption, is the same as the gross redemption yield at 3:00 p.m. (London time) on such date of the 3.75 per cent. Treasury Stock due 2020 while that stock is in issue (and thereafter such UK government stock as such financial adviser may specify) plus 0.50 per cent., plus accrued interest (the Redemption Amount).

(f) Pursuant to Condition 7.4(b) of the Notes, the Company's intention to redeem the Notes is not subject to the satisfaction of any conditions precedent.

(g) All Notes redeemed in accordance with this Notice of Redemption shall be cancelled (together with all unmatured Coupons attached to the Notes or surrendered therewith at the time of redemption). All Notes so cancelled (together with all unmatured Coupons cancelled therewith) shall be forwarded to the Principal Paying Agent for cancellation and cannot be reissued or resold.

(h) Accordingly, the Company hereby notifies you of the following:

Redemption Date:	3 May 2018
Principal amount outstanding as at the Redemption Date:	£275,000,000.00
Redemption Amount:	£275,000,000.00
Gross redemption yield of the 3.75 per cent. UK Treasury Stock due 2020:	To be determined at 3:00 p.m. (London time) on 1 May 2018

(i) Deutsche Bank AG, London Branch is the Principal Paying Agent for the Notes and has the following address:

Winchester House
1 Great Winchester Street
London
EC2N 2DB

Attention: Debt and Agency Services

A copy of this Notice of Redemption is being sent to all holders of record of the Notes.

Questions regarding this Notice of Redemption 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 Notice of Redemption is given by:

Grainger Plc

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