Brochure of Particulars

Grafton Group PLC
17 July 2002


                               Grafton Group plc


                           Issue of Redeemable Shares


Shareholders at the AGM on 1st May 2002 approved an increase in the authorised
share capital of the Company by the creation of 2,000,000,000 new Redeemable
Shares of 0.01 cent each and authorised the directors to capitalise sums from
the Company's share premium account (up to a maximum of €200,000 in aggregate)
and to apply such sums on behalf of shareholders in paying up to a maximum of
2,000,000,000 Redeemable Shares in aggregate and to allot such Redeemable Shares
to shareholders on the basis of 10 Redeemable Shares for every one Ordinary
Share held on the relevant record date as determined by the directors.


The Directors have now decided to proceed with the bonus issue of 10 Redeemable
Shares, credited as fully paid, for every one ordinary share held by each
shareholder. This will provide the Board with the flexibility in the future to
redeem the Redeemable Shares from time to time.


Applications have been made to the Irish Stock Exchange and the Financial
Services Authority in the United Kingdom (the 'UK Listing Authority') for the
new Grafton Units comprising the Redeemable Shares to be admitted to the
Official List of the Irish Stock Exchange and the Official List of the UK
Listing Authority and application has been made to the London Stock Exchange for
such shares to be admitted to trading on the Stock Exchange. A timetable of
events is set out below. It is expected that admission to the Official Lists
will become effective and that dealings in the new Grafton Units will commence
on Monday, 29th July 2002 and that, on that basis, the last day for dealing in
existing Grafton Units will be Friday, 26th July 2002.


The Crest accounts of holders of uncertificated shares will be credited at the
start of business on Monday 29 July 2002. It is intended that certificates for
new Grafton Units will be despatched by Friday 2 August 2002. Existing
certificates for Grafton Units will cease to be valid with effect from Monday 29
July 2002.




17 July 2002

For reference:

Colm O Nuallain

Finance Director

Grafton Group plc

Telephone: (++353) [phone]


This statement is also available on our web site www.graftonplc.com

                                            ISSUE OF REDEEMABLE SHARES


Last dealing day in existing Grafton Units                                   Friday, 26 July 2002
Record date for issue of Redeemable Shares                                   Close of business on Friday, 26 July
                                                                             2002
Issue of Redeemable Shares                                                   Close of business on Friday, 26 July
                                                                             2002
Listing of New Grafton Units on the Stock Exchanges                          Monday, 29 July 2002
Dealings commence in new Grafton Units                                       Monday, 29 July 2002
CREST accounts of holders of uncertificated stock credited                   Monday, 29 July 2002
Despatch of certificates for new Grafton Units                               By Friday, 2 August 2002
to holders of certificated stock




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