Re Share Capital

Grafton Group PLC
3 May 2001

                              Grafton Group plc


                            Annual General Meeting


                    Sub-Division of Share Capital Approved






Shareholders of Grafton Group plc yesterday approved the recommendation of the
Directors to sub-divide each existing Grafton Ordinary Share of Euro0.50 each
into 10 new Grafton Ordinary Shares of Euro0.05 each. The total value of the
authorised ordinary shares in Grafton Group plc and authorised C ordinary
shares in Grafton Group (UK) plc will remain unchanged at Euro10million and
Stg£500 respectively. Consequently, each existing Grafton Unit, comprising one
existing Ordinary Share and one existing C Ordinary Share, will be sub-divided
into 10 new Grafton Units, comprising one new Ordinary Share and one new C
Ordinary Share.


The Directors had proposed the split in view of the significant rise in the
market value of the Group's shares in recent years and to increase the
liquidity and marketability of the shares.


Application has been made to the Irish Stock Exchange and the London Stock
Exchange for the sub-divided Grafton Units to be admitted to the Official List
of both Exchanges. If granted, the last day of dealing in existing Units will
be Friday 11th May 2001 and the effective date for dealing to commence in the
new Grafton Units will be Monday on 14th May 2001.


The Crest accounts of holders of uncertified shares will be credited at the
start of business on Monday 14th May 2001. It is intended that certificates
for new Grafton Units will be despatched by Friday 18th May 2001. Existing
certificates for Grafton Units will cease to be valid with effect from 14th
May 2001.