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.

Read the Frequently Asked Questions regarding Dividend Withholding Tax