THE IRISH TAX CONSIDERATIONS SUMMARISED BELOW ARE FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER SHOULD CONSULT HIS/HER OR ITS OWN TAX ADVISER AS TO THE PARTICULAR IRISH AND NON-IRISH TAX CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

Prior to the Simplification of the Grafton Unit, no Irish or UK dividend withholding tax (“DWT”) applied to dividends paid in respect of the ‘C’ Ordinary Shares in Grafton Group (UK) plc, however following Simplification of the Grafton Unit, which took effect on 7 March 2021, Irish DWT (currently 25%) will now apply to dividends or other relevant distributions (“Dividends”) paid by Grafton Group plc. The Irish DWT requirements will not apply to dividends paid to certain categories of Irish resident shareholders or to dividends paid to certain categories of non-Irish resident shareholders, subject to those shareholders attending to the appropriate administrative requirements.

Set out below are details of how DWT, where applicable, may be credited against the Irish income tax liability of non-Irish resident and Irish resident shareholders:

Non-Irish Resident Shareholders

Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and is entitled to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person who is neither resident nor ordinarily resident in Ireland is subject to withholding tax on the dividend received due to not benefiting from any exemption from such withholding, the amount of that withholding will generally satisfy such person’s liability for Irish tax, however individual shareholders should confirm this with their own tax adviser.

Irish Resident Shareholders

Companies resident in Ireland, other than those taxable on receipt of dividends as trading income, are exempt from corporation tax on distributions received on the Ordinary Shares. Shareholders that are “close” companies for Irish taxation purposes may, however, be subject to a 20% corporation tax surcharge on undistributed investment income. Individual shareholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross dividend at their marginal tax rate, but are entitled to a credit for the tax withheld by the Company. The dividend will also be subject to the universal social charge. An individual shareholder who is not liable or not fully liable for income tax by reason of exemption or otherwise may be entitled to receive an appropriate refund of tax withheld. A charge to Irish social security taxes can also arise for such individuals on the amount of any dividend received from the Company.

If a shareholder is not tax resident in Ireland, they will be exempt from DWT provided that they fall within one of the following categories and also provided that on a timely basis in advance of the payment of any dividend, they make an appropriate declaration of entitlement to exemption to the Company:

- persons (other than a company) who: (i) are neither resident nor ordinarily resident in Ireland; and (ii) are resident for tax purposes in: (a) a country which has signed a double taxation agreement with Ireland (a “Tax Treaty Country”); or (b) an EU member state other than Ireland;

- companies not resident in Ireland which, by virtue of the law of an EU member state or a Tax Treaty Country, are resident in an EU member state or a Tax Treaty Country and are not controlled, directly or indirectly, by an Irish resident or Irish residents;

- companies not resident in Ireland which are directly or indirectly controlled by a person or persons who are, by virtue of the law of a Tax Treaty Country or an EU member state, resident for tax purposes in a Tax Treaty Country or an EU member state other than Ireland and which are not controlled directly or indirectly by persons who are not resident for tax purposes in a Tax Treaty Country or EU member state;

- companies not resident in Ireland, the principal class of shares of which is substantially and regularly traded on a recognised stock exchange in a Tax Treaty Country or an EU member state including Ireland or on an approved stock exchange; or

- companies not resident in Ireland that are 75% subsidiaries of a single company, or are wholly owned by two (2) or more companies, in either case the principal classes of shares of which is or are substantially and regularly traded on a recognised stock exchange in a Tax Treaty Country or an EU member state including Ireland or on an approved stock exchange.

In the case of an individual non-Irish resident shareholder who is resident in an EU member state or Tax Treaty Country, the declaration must be accompanied by a current certificate of tax residence from the tax authorities in the shareholder’s country of residence. In the case of both an individual and corporate non-Irish resident shareholder resident in an EU member state or Tax Treaty Country, the declaration must also contain an undertaking that he, she or it will advise the Company accordingly if he, she or it ceases to meet the conditions to be entitled to the DWT exemption. No declaration is required if the shareholder is a 5% parent company in another EU member state in accordance with section 831 of the Taxes Consolidation Act 1997.

If a shareholder is tax resident in Ireland, they will be exempt from DWT provided that they fall within one of the following categories and also provided that on a timely basis in advance of the payment of any dividend, they make an appropriate declaration of entitlement to exemption to the Company:

- pension schemes approved by the Irish Revenue Commissioners (“Revenue”);

- qualifying fund managers or qualifying savings managers in relation to approved retirement funds or approved minimum retirement funds;

- Personal Retirement Savings Account (“PRSA”) administrators who receive the relevant

- distribution as income arising in respect of PRSA assets;

- qualifying employee share ownership trusts;

- collective investment undertakings;

- tax-exempt charities;

- designated brokers receiving the distribution for special portfolio investment accounts;

- any person who is entitled to exemption from income tax under Schedule F on dividends in respect of an investment in whole or in part of payments received in respect of a civil action or from the Personal Injuries Assessment Board for damages in respect of mental or physical infirmity;

- certain qualifying trusts established for the benefit of an incapacitated individual and/or persons in receipt of income from such a qualifying trust;

- any person entitled to exemption to income tax under Schedule F by virtue of section 192(2) of the Taxes Consolidation Act 1997 (the “TCA”);

- unit trusts to which section 731(5)(a) of the TCA applies; and

- certain Irish Revenue-approved amateur and athletic sport bodies.

Investors who hold their shares through a qualifying intermediary should make the appropriate declaration of entitlement to exemption on a timely basis to that intermediary.

Prior to the simplification, no Irish or UK dividend withholding tax (“DWT”) applied to dividends paid in respect of the “C” Ordinary Shares in Grafton Group (UK) plc, which is a UK company. All of the more recent Grafton Unit dividends have been paid in respect of these Grafton Group (UK) plc shares.

Following the simplification of the Grafton Unit which took effect from 7 March 2021, dividends will be paid in respect of the Ordinary Shares in Grafton Group plc, which is an Irish company. Irish DWT will apply to any dividends paid by Grafton Group plc.

The standard rate of DWT is currently 25%. This rate may change in future.

You will be entitled to a credit for the DWT deducted against your Irish income tax liability and, if the DWT deducted is greater than your tax liability, a refund may be claimed for the excess. The credit may be claimed in your annual tax return or through MyAccount after end of each calendar year.

No upfront DWT exemptions are widely available for Irish tax resident individuals.

If you are not Irish tax resident, you may qualify for an exemption from DWT.

A DWT exemption is available to individuals who are tax resident in a country with which Ireland has a double tax agreement (“DTA”). Ireland has DTAs with many countries, including the UK, the USA and all of the EU Member States. A list of the DTAs that Ireland has in place can be found on the Irish Revenue Commissioners (“Revenue”) website here.

If you are tax resident in a DTA country, you will need to complete a declaration process to qualify for the exemption.

In addition to completing the declaration process, if you are an investor whose shares are held through an intermediary (e.g. a broker or custodian), your ability to avail of the upfront DWT exemption also depends on whether the intermediary (and any other intermediaries in the chain) is a Revenue approved qualifying intermediary.

Where you hold physical share certificates in Grafton Group plc, you need to do two things – we recommend that you begin the process for both as soon as possible:

8. Complete a declaration form – the Form V2A – and have the form stamped by the tax authority in your country of residence (e.g. by HM Revenue & Customs if you are UK tax resident). The declaration form can be found on the Revenue website. More details about the Form V2A are provided in FAQs 6-8.
9. Provide the completed Form V2A on a timely basis to Grafton Group plc’s Registrar. While you are waiting to receive the stamped form back from the tax authorities, we recommend that you contact the Registrar to confirm the timeframe which they need to update their records to reflect your DWT exempt status.

Where you are an investor in Grafton Group plc through an intermediary (e.g. a broker or custodian), including where you are a UK resident investor through an ISA (Individual Savings Account) we recommend that you contact that intermediary as soon as possible – they will advise you on the next steps. The next steps will depend in part on whether or not the intermediary is a Revenue approved qualifying intermediary ("QI").  A list of currently approved QIs is available here.

If the intermediary:

-is a QI, it is likely that the FAQs regarding the DWT exemption declaration process are relevant to you; or

-is not a QI, it is likely that you will need to claim DWT refunds, as outlined in FAQs 10 and 11.  To claim full DWT refunds, you will need to obtain a stamped DWT exemption declaration form, as outlined in FAQs 6 and 7.

The Form V2A declaration is generally valid for 5 years from 31 December following the date of certification by the local tax authority. For example, if your declaration is certified in March 2021, the declaration should generally be valid until 31 December 2026.

The Form V2A, as with all relevant forms for DWT, can be obtained from the Revenue website. A copy of the form is available here.

The Form V2A is split into two sections. One must be completed by you and the second must be completed by the tax authorities of the country of which you are tax resident.

Details that are required for section one (to be completed by you) are as follows:

• Your personal details (name, address, tax reference number in your country of residence and Irish tax reference number if any);
• The name of the country whose tax authorities are confirming your residence (e.g. the UK);
• Your signature and the date; and
• Confirmation of whether the declaration is being signed under a Power of Attorney (yes or no response required).

You should send the completed form by post to the tax authorities of the country of which you are tax resident so that the tax authorities can complete the second section.

A sample cover letter to use if you are UK tax resident is available here. We understand that HM Revenue & Customs may take a minimum of 6-8 weeks at present to process these requests. Correspondence with HM Revenue & Customs in this regard must be by post (email applications are not being accepted at this time).

In the case of claimants resident in the United States, attaching a Form 6166, issued by the US Internal Revenue Service (IRS) to the Form V2A is an acceptable alternative to having the Form V2A stamped by the IRS.

Where you hold physical share certificates in Grafton Group plc, you should provide the completed declaration to Grafton Group plc’s Registrar.

Where you are an investor in Grafton Group plc through an intermediary (e.g. a broker or custodian), please consult that intermediary.

Generally, DWT will be deducted from dividends where a properly completed declaration has not been received by the relevant person by the record date for a dividend.

If DWT was deducted from your dividend and you were otherwise entitled to an exemption, you can apply to Revenue to claim a full refund.

The claim form can be found on the Revenue website (link here). The claim form must be submitted along with the following documentation:

• the dividend vouchers/subsidiary tax certificates that you received from your intermediary or Grafton Group plc showing the amount of DWT deducted (further details are provided on the form for dividends paid after March 2021), and
• a copy your completed and certified DWT exemption declaration form (Form V2A for non resident individuals)

The completed claim form and supporting documentation should be submitted to Revenue by post to the DWT Unit (the full address is provided on page 2 of the claim form).

A sample cover letter for your DWT refund claim is available here.

Alternatively, you may be entitled to claim a partial credit for the 25% DWT against your tax liability
under the double tax relief provisions of Ireland’s DTA with the country in which you are tax
resident. For example, a credit for Irish DWT of 15% may be available against your UK income tax
liability on that dividend, leaving you entitled to claim a refund for the remaining 10% DWT by
following a similar claim process to that outlined above.

Claims for DWT refunds may be made to Revenue in the same year as the DWT has been withheld (e.g. claims may be made in 2021 for DWT deducted during 2021).

The claims must be received by Revenue within four years from the end of the calendar year in which the tax was deducted (e.g. by 31 December 2025 in respect of DWT deducted in 2021).

No upfront DWT exemption is available in this case, but we suggest that you clarify whether you qualify for any relief in your country of residence for the Irish DWT withheld.

Irish tax companies generally qualify for an Irish DWT exemption where the company completes a declaration process.

In addition to completing the declaration process, if your company is an investor whose shares are held through an intermediary (e.g. a broker or custodian), the company’s ability to avail of the upfront DWT exemption also depends on whether the intermediary (and any other intermediaries in the chain) is a Revenue approved qualifying intermediary.

The Form V3 declaration can be found on the Revenue website and a copy of the declaration is available here.

The details that are required to complete the declaration are as follows:

• Company details (name, address, Irish tax reference number);
• Signature and date from an authorised signatory; and
• Confirmation of the relationship of the signatory to the company.

Where your company holds physical share certificates in Grafton Group plc, you should provide the completed declaration to Grafton Group plc’s Registrar.

Where your company is an investor in Grafton Group plc through an intermediary (e.g. a broker or custodian), please consult that intermediary regarding the next steps.

Generally, the declaration remains valid until such a time as the company is no longer an Irish tax resident company (i.e. the declaration does not automatically expire after a given period of time).

If DWT is deducted from your company’s dividend, a refund can be claimed using a similar process to that set out for individuals in this FAQ (the Form V3 is provided to Revenue instead of the Form V2A), or through the company’s Form CT1 corporation tax return for the period.

UK tax resident companies controlled by UK tax resident individuals generally qualify for an Irish DWT exemption where the company completes a declaration process.

In addition to completing the declaration process, if your company is an investor whose shares are held through an intermediary (e.g. a broker or custodian), the company’s ability to avail of the upfront DWT exemption also depends on whether the intermediary (and any other intermediaries in the chain) is a Revenue approved qualifying intermediary.

The Form V2B declaration form can be found on the Revenue website and a copy of the form is available here.

The details that are required to complete the declaration are as follows:

• Company details (name, address, local tax reference number);
• Basis for the DWT exemption;
• Signature and date from an authorised signatory;
• Confirmation of relationship of the signatory to the company;
• Confirmation of whether the declaration is being signed under a Power of Attorney (yes or no response required).

Where your company holds physical share certificates in Grafton Group plc, you should provide the completed declaration to Grafton Group plc’s Registrar.

Where your company is an investor in Grafton Group plc through an intermediary (e.g. a broker or custodian), please consult that intermediary regarding the next steps.

The Form V2B declaration is generally valid for 5 years from 31 December following the date of the certificate. For example, if your company’s declaration is signed and dated in March 2021, the declaration should generally be valid until 31 December 2026.

If DWT is deducted from your company’s dividend, a refund can be claimed using a similar process to that set out for individuals in this FAQ (the Form V2B is provided to Revenue instead of the Form V2A).

A number of different DWT exemptions are available for non-Irish tax resident companies. Please consult the Revenue website here and the notes to the Form V2B here for further guidance.

A number of different DWT exemptions are available for certain non‐Irish tax residents other than
individuals and companies, e.g. unincorporated bodies of persons, such as a charity, trust or
superannuation fund. Please consult the Revenue website here and the notes to the Form V2C here
for further guidance.

If you are a UK resident individual with a SIPP (self‐invested personal pension), please refer your SIPP
administrator to the Form V2C in relation to obtaining an upfront DWT exemption for the SIPP and
the opportunity to claim DWT refunds in respect of the SIPP.

Since September 2019, dividends have been paid in Euro or Pounds Sterling by electronic funds transfer rather than by cheque. Where a bank mandate is notified to the Company after the market deadline for a particular payment, your payment will be held until the next dividend payment date and then paid to your mandated bank account.

Link Asset Services

PO Box 1110, Maynooth, Co. Kildare, Ireland

+353 (0) 1 553 0050

[email protected]

https://www.linkassetservices.com/shareholders-and-investors/shareholder-services-ireland

• How do I contact the Company’s Registrars?: Shareholder FAQs | Grafton Group plc - https://www.graftonplc.com/
• MyAccount which is Revenue’s single access point for secure online services for individuals: https://www.ros.ie/myaccount-web/sign_in.html?execution=e1s1
• A list of the DTAs that Ireland has in place: https://www.revenue.ie/en/tax-professionals/tax-agreements/double-taxation-treaties/tax-treaties-by-country.aspx
• A list of Revenue approved Qualifying Intermediaries (QIs) together with Associated Nominee
  Companies for the purposes of Irish Dividend Withholding Tax:
  https://www.revenue.ie/en/companies‐and‐charities/documents/dwt/list‐of‐authorisedwithholding‐
  agents‐and‐qualifying‐intermediaries.pdf
• Form V2A (exemption declaration for qualifying non-Irish resident individuals): https://www.revenue.ie/en/companies-and-charities/documents/dwt/dwt-non-res-v2a.pdf
• DWT refund claim form: https://www.revenue.ie/en/companies-and-charities/documents/dwt/dwt-claim-for-refund.pdf
• Form V3 (exemption declaration for Irish resident companies): https://www.revenue.ie/en/companies‐and‐charities/documents/dwt/dwt‐resv3.pdf
• Form V2B (exemption declaration for qualifying non‐Irish resident companies): https://www.revenue.ie/en/companies‐and‐charities/documents/dwt/dwt‐non‐resv2b.
  pdf
• Form V2C (exemption declaration for qualifying non‐resident persons (not being an individual or
  a company): https://www.revenue.ie/en/companies‐and‐charities/documents/dwt/dwt‐nonres‐
  v2c.pdf