Ferguson plc

New Corporate Structure to Achieve U.S. Domicile - Seite 2

The Board believes that the establishment of US TopCo is the next natural step and will simplify the Company’s corporate governance requirements.

The Board also does not foresee any material downsides to making this change. Tax reforms in the UK and Switzerland relating to global minimum tax policies are already expected to reduce the benefit of our current structure, such that the Company’s adjusted effective tax rate (“AETR”) for the fiscal year ending July 31, 2025 would be approximately 26%. The Board considers any tax impacts of establishing US TopCo, which will have a US tax domicile, to be immaterial to that prospective AETR and the Company’s financial results as a whole.

Additional Information Forthcoming

More specific details about the transaction and any expected impacts on the Company and its shareholders will be provided later in the US registration statement, which will include a proxy statement for the special meeting, and the UK prospectus.

The Company expects to provide a progress update on the transaction on March 5, 2024 in connection with its Q2 earnings release and conference call.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the US Securities Act of 1933, as amended.

In connection with the transaction described herein, US TopCo and the Company intend to file relevant materials with the SEC, including, among other filings, a US TopCo registration statement on Form S-4 that will include a proxy statement of the Company that also constitutes a prospectus of US TopCo, and a definitive proxy statement/prospectus, which will be mailed to shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by US TopCo or the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by US TopCo or the Company will be available free of charge on Company’s website at corporate.ferguson.com under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting the Company’s Company Secretary in writing by mail at 1020 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS, United Kingdom; by email at [e-mail]; or by telephone at [phone].