Ferguson plc

New Corporate Structure to Achieve U.S. Domicile

On December 5, 2023, Ferguson plc (the “Company”) announced that it was considering a new corporate structure to domicile the Group’s ultimate parent company in the United States, which would better align the Company’s headquarters and governance with its operations and leadership. Having now fully considered the merits and associated steps needed to achieve such an outcome, the Company’s Board of Directors (the “Board”) has concluded that it would be in the best interests of the Company and its shareholders as a whole to proceed with establishing this new corporate structure.

Transaction Process & Timeline

The new corporate structure would be accomplished through a merger process by which the Company would become a direct wholly owned subsidiary of a new Delaware corporation (“US TopCo”). US TopCo would list its common stock on both the New York Stock Exchange (“NYSE”) (primary) and London Stock Exchange (“LSE”) (secondary). Shareholders of the Company would receive one new US TopCo share for each Company share held as of the business day preceding the transaction effective date.

No additional equity would be raised by US TopCo as part of the transaction.

The transaction will require filings, or registration, with US, UK and Jersey regulators, and shareholders of the Company will be asked to vote at a special meeting to approve it and on other ancillary matters. Pursuant to the Company’s Articles of Association and Jersey law, at least two-thirds of the total votes cast by shareholders will be required to approve the transaction.

The overall timeline for the transaction is expected to be:

• Mid/Late April 2024: Proxy Statement and Notice of Meeting issued to shareholders
• Late May 2024: Special meeting of shareholders held in London
• August 1, 2024: Effective date of the transaction; Company shares exchanged for US TopCo shares; US TopCo shares begin trading on the NYSE and LSE

No action is needed by shareholders at this time.

Natural Next Step

Since 2019, the Board has considered North America to be the best long-term location for Ferguson and has worked methodically and transparently with shareholders on this transformative journey, creating an additional listing on the NYSE in 2021, and then moving the Company’s primary listing from London to New York in 2022. During this period, over two-thirds of our shareholding base has become American, and the Company achieved U.S. domestic status under Securities and Exchange Commission (“SEC”) rules as of August 1, 2023.