Result of AGM
Grainger plc announced that all resolutions presented at its Annual General Meeting on February 4, 2026, were passed by shareholders, with 569,930,280 proxy votes representing 76.85% of ordinary shares in issue. Key resolutions, including the approval of the directors' report and audited financial statements for the year ended September 30, 2025, received overwhelming support, with 99.74% of votes cast in favour. The directors' remuneration report and policy also passed with significant majorities of 95.27% and 98.34% respectively. The declaration of a dividend received 99.99% approval, and the re-election of directors and re-appointment of auditors also saw strong shareholder backing, generally above 95%.
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At the Annual General Meeting of Grainger plc held on Wednesday 4 February 2026, all of the resolutions set out in the Notice of Meeting dated 16 December 2025 were passed by Shareholders by a poll and details of the votes cast are set out below. 569, 930,280 proxy votes were received representing 76.85% of the total number of ordinary shares in issue (excluding treasury shares).
The following table gives details of the proxy votes lodged with Grainger's registrar:
| Resolutions | Total Votes For/Discretion | % [1] | Total Votes Against | % | Total votes cast | Total Votes Withheld [2] | |
|---|---|---|---|---|---|---|---|
| 1 | To approve and adopt the directors' report and the audited financial statements for the year ended 30 September 2025 | 568,465,167 | 99.74 | 25,181 | 0.01 | 568,490,348 | 1,448,838 |
| 2 | To approve the Directors' remuneration report for the year ended 30 September 2025 | 542,996,609 | 95.27 | 26,855,190 | 4.71 | 569,851,799 | 87,387 |
| 3 | To approve the Directors' Remuneration Policy set out on pages 103 to 109 of the Annual Report. | 560,472,242 | 98.34 | 6,845,513 | 1.20 | 567,317,755 | 2,621,431 |
| 4 | To declare a dividend | 569,903,011 | 99.99 | 14,959 | 0.01 | 569,917,970 | 21,216 |
| 5 | To elect Simon Fraser | 545,599,548 | 95.73 | 13,005,885 | 2.28 | 558,605,433 | 11,333,753 |
| 6 | To re-elect Helen Gordon | 565,660,705 | 99.25 | 4,220,025 | 0.74 | 569,880,730 | 58,456 |
| 7 | To re-elect Robert Hudson | 569,691,856 | 99.96 | 203,698 | 0.04 | 569,895,554 | 43,632 |
| 8 | To re-elect Justin Read | 569,776,386 | 99.97 | 110,272 | 0.02 | 569,886,658 | 52,528 |
| 9 | To re-elect Janette Bell | 568,943,196 | 99.83 | 951,803 | 0.17 | 569,886,999 | 44,187 |
| 10 | To re-elect Carol Hui | 565,627,864 | 99.24 | 4,254,708 | 0.75 | 569,882,572 | 56,614 |
| 11 | To re-elect Michael Brodtman | 562,431,115 | 98.68 | 7,464,106 | 1.31 | 569,895,221 | 43,965 |
| 12 | To reappoint KPMG LLP as auditors of the Company | 547,912,620 | 96.14 | 21,984,966 | 3.86 | 569,897,586 | 41,600 |
| 13 | To authorise the directors to determine the remuneration of the auditors | 558,499,456 | 97.99 | 11,403,520 | 2.00 | 569,902,976 | 36,210 |
| 14 | To authorise the directors to allot shares | 552,399,940 | 96.92 | 17,499,141 | 3.07 | 569,899,081 | 40,105 |
| 15 | To authorise the directors to issue shares for cash* | 554,610,251 | 97.31 | 15,287,241 | 2.68 | 569,897,492 | 41,694 |
| 16 | To authorise the directors to issue shares for cash in relation to the acquisition or other capital investment * | 548,909,728 | 96.31 | 20,993,864 | 3.68 | 569,903,592 | 35,594 |
| 17 | To authorise the Company to purchase own shares* | 569,764,502 | 99.97 | 39,363 | 0.01 | 569,803,865 | 135,321 |
| 18 | To reduce the notice period for general meetings (other than an Annual General Meeting) to not less than 14 clear days' notice. * | 553,728,125 | 97.16 | 16,164,565 | 2.84 | 569,892,690 | 46,496 |
| 19 | To authorise political donations up to £50,000 in aggregate. | 562,353,522 | 98.67 | 7,548,234 | 1.34 | 596,901,756 | 37,430 |
| 20 | To approve the 2017 LTIP Plan. | 566,843,151 | 99.46 | 3,025,240 | 0.53 | 569,868,391 | 70,795 |
(* special resolutions)
As at the date of the Annual General Meeting, there were 741,609,008[3] ordinary shares of 5p each in issue (excluding treasury shares).
Copies of all the resolutions passed, other than ordinary business, will be submitted to the FCA/UKLA and will be available for inspection through the National Storage Mechanism.
[1] These are votes received supporting the resolution or granting the Chairman or another third-party discretion to vote on their behalf in respect of the resolution.
[3] As at close of business on Monday 2 February 2026, Grainger plc holds 1,506,300 shares in Treasury and has 741,609,008 ordinary shares in issue (excluding treasury shares).
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