Ferguson plc

Publication of Registration Statement, Proxy Statement, Notice of Special Meeting and U.K. Prospectus - Seite 2

The expected timetable for the Special Meeting is set out below:

SPECIAL MEETING TIMETABLE

2024

Record date for shareholders to attend and vote at the Special Meeting

April 15

Latest time and date for receipt of Form of Instruction (U.K. DI Holders)

May 23 (10:00am Eastern Time/3:00pm UK Time)

Latest time and date for receipt of Proxy Card (registered shareholders)

May 27 (11:59pm Eastern Time) / May 28 (4:59am UK Time)

Special Meeting

May 30 (10:00am Eastern Time/ 3:00pm UK Time)

Additionally, in connection with the proposed listing of New TopCo’s common stock on the London Stock Exchange related to the Merger, New TopCo has prepared a prospectus (as amended, supplemented or otherwise modified, the “U.K. Prospectus”) in accordance with the Prospectus Regulation Rules (the “PRRs”) of the FCA. The U.K. Prospectus was approved by the FCA on April 18, 2024 and has today been made available to the public via the Company’s website, and will shortly be submitted to the FCA’s National Storage Mechanism and available at data.fca.org.uk/#/nsm/nationalstoragemechanism.

Consummation of the Merger remains subject to the satisfaction or waiver of several conditions precedent listed in the Merger Agreement, including, without limitation, that the Merger Proposal contained in the Proxy Statement is passed by at least two-thirds (66²⁄₃%) of the total number of votes cast at the Special Meeting. We currently anticipate that the Merger and the other transactions contemplated by the Merger Agreement will be consummated on August 1, 2024, subject to all such closing conditions being satisfied or waived.

Profit Forecast and Capitalization and Indebtedness

The PRRs require that prospectuses filed with the FCA in connection with the listing of securities on the London Stock Exchange include any “profit forecast” (as such term is used in the PRRs) previously issued by a company that remains outstanding and valid. Consequently, the U.K. Prospectus includes a profit forecast (the “Profit Forecast”) for the fiscal year ending 2024, which was previously announced by the Company as part of its financial results for the six months ended January 31, 2024. Additionally, the U.K. Prospectus includes certain information regarding the capitalization and indebtedness of the Company as of January 31, 2024.