EGM Statement

Grafton Group PLC
28 February 2003

FOR IMMEDIATE RELEASE


Grafton Group plc

28 February 2003


GRAFTON GROUP PLC RESULT OF EXTRAORDINARY GENERAL MEETING


                         Grafton Group plc ('Grafton')


        ACQUISTION OF JACKSON BUILDING CENTRES LIMITED AND RIGHTS ISSUE

                    RESULT OF EXTRAORDINARY GENERAL MEETING

Grafton Group plc announces that, at the Extraordinary General Meeting held
today, all the proposed Resolutions, in particular resolutions to, inter alia,
approve the acquisition of Jackson Building Centres Limited and facilitate the
Rights Issue, were passed.


Speaking at the meeting, Michael Chadwick Chairman said:

'The acquisition of Jacksons will considerably strengthen Grafton's market
position in the UK. Jacksons has a quality branch network with regional
strength, and offers clear and deliverable future growth opportunities. The
synergies to be derived from the purchase are considerable and will contribute
significantly to future profits growth,' he said.

'The acquisition increases our UK turnover to more than €1 billion and means
that over 75% of our Group sales will be generated in that market in 2003. With
Jacksons we will have 245 branches covering key areas of the UK market and will
have re-enforced our position as the fourth largest builders merchant in the UK.
The growth potential in that market remains strong and we continue to evaluate
further acquisition opportunities. We are confident that we can continue to
generate superior returns on the capital that shareholders are investing in
Grafton,' he added.


Following the passing of the Resolutions at today's Extraordinary General
Meeting, Provisional Allotment Letters in respect of entitlements to New Grafton
Units pursuant to the Rights Issue will be posted to Qualifying non-CREST
Shareholders (other than certain Overseas Shareholders) today. It is expected
that Nil Paid Rights credited to the stock accounts of Qualifying CREST
Shareholders (other than certain Overseas Shareholders) will be enabled with
effect from 8.00 am on 3 March 2003.


It is expected that dealings in the New Grafton Units, nil paid, will commence
at 8.00 am on 3 March 2003.


The latest time and date for acceptance and payment in full in respect of New
Grafton Units pursuant to the Rights Issue is 9.30 am on 21 March 2003.

Enquiries:


Grafton Group plc

Michael Chadwick                                        Tel. [phone]

Executive Chairman

Colm o Nuallain                                         Tel. [phone]

Finance Director




Additional information:


This announcement should be read in conjunction with the full text of the
Listing Particulars dated 5 February 2003. Words and expressions defined in the
Listing Particulars shall bear the same meanings in this announcement.


Not for release, publication or distribution in or into the United States,
Canada, Australia, South Africa or Japan.


END


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