Relisting Application

Grafton Group PLC
28 May 2004



                               GRAFTON GROUP PLC


                          ISSUE OF 'A' ORDINARY SHARES


Shareholders of Grafton Group plc (the 'Company') at the annual general meeting
held on 11 May 2004 approved an increase in the authorised share capital of the
Company by the creation of 3 billion new 'A' Ordinary Shares of 0.01 cent each
and, subject to the 'A' Ordinary Shares being admitted to listing, a dividend of
0.125 cent per Ordinary Share and authorised the Directors to apply 0.1 cent of
such dividend on behalf of shareholders in subscribing for 10 'A' Ordinary
Shares for every one Ordinary Share held on the relevant record date as
determined by the Directors.


The Directors have fixed the record date as the close of business on Friday 11
June 2004 (the 'Record Date') and have, subject to the 'A' Ordinary Shares being
admitted to listing, allotted and issued 10 'A' Ordinary Shares, credited as
fully paid, for every one Ordinary Share held by each shareholder on the Record
Date.


Applications have been made to the Irish Stock Exchange and the United Kingdom
Listing Authority (the 'UKLA ') for the new Grafton Units comprising one
Ordinary Share of €0.05 cent in the capital of Grafton Group plc, one ' C'
Ordinary share of stg0.0001p in the capital of Grafton Group (UK) plc and 10 'A'
Ordinary Shares of 0.01 cent each in the capital of Grafton Group plc, to be
admitted to the Official List of the Irish Stock Exchange and the Official List
of the UKLA and application has been made to the London Stock Exchange for such
shares to be admitted to trading on the London Stock Exchange's market for
listed securities. 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 14 June 2004.


The CREST accounts of holders of uncertificated shares will be credited at the
start of business on Monday 14 June 2004. It is intended that certificates for
new Grafton Units will be despatched by Friday 18 June 2004. Existing
certificates for Grafton Units will cease to be valid with effect from Monday 14
June 2004.


28th May 2004

For reference:


Charles Rinn

Grafton Group plc

Telephone (++353) [phone]

                                                  Timetable of Events

Last dealing day for existing Grafton Units                  Friday, 11 June 2004

(subject to listing of new Grafton Units)

Record date for issue of 'A' Ordinary Shares                 Close of business on Friday, 11 June 2004

Issue of 'A' Ordinary Shares                                 Monday, 14 June 2004
Listing of new Grafton Units effective                       Monday, 14 June 2004
Dealings commence in new Grafton Units                       Monday, 14 June 2004

Despatch of certificates for new Grafton Units to            By Friday, 18 June 2004

holders of certificated stock



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