Ferguson : 2023 Notice of Annual General Meeting and Proxy Statement

Notice of Annual

General Meeting

and Proxy

Statement

2023

Who We Are

Ferguson is a leading value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more.

At Ferguson, we have a very distinctive culture anchored in customer service. We are a relationship business. Together we help build more than homes and office buildings. We help build relationships, trust, confidence and community.

Our Purpose

We exist to make our customers' complex projects simple, successful and sustainable.

Our associates are the driving force of the business and a key differentiator in how we achieve our purpose and

create value. They are guided by our Vision and Values that are a reminder of the goals we are working towards and how we expect to get there.

Our Vision

To be the Ultimate Project Success Company.

Our Values

Safety

We put safety first.

Integrity

We act fairly and honestly.

Service

We build relationships and solve complex problems.

Teamwork

We empower unique and passionate people to make a difference.

Impact

We deliver results and help build a better world.

Dear fellow shareholders,

On behalf of the Ferguson plc Board, you are cordially invited to attend the Annual General Meeting on Tuesday, November 28, 2023 (the "2023 AGM"). Further details about the 2023 AGM and voting can be found on pages 95 to 102 of the accompanying Proxy Statement. You are encouraged to appoint the Chairperson of the 2023 AGM as your proxy. This ensures that your vote will be counted if you are not able to attend the meeting. Your vote matters.

Fiscal 2023 Performance

We delivered a strong performance in fiscal 2023 despite challenging end markets during the year. Our cash generative model and strong balance sheet allowed us to invest for organic growth, sustainably grow our dividend, consolidate our fragmented markets through acquisitions and return capital to shareholders.

During the year we invested $0.4 billion in capital expenditures, paid $0.7 billion of dividends, invested $0.6 billion in eight acquisitions, and repurchased 7.0 million of our outstanding shares equating to $0.9 billion.

The Board declared total annual dividends for the fiscal year of $3.00 per share which reflects 9% growth over the prior year.

Transition to U.S. Domestic Reporting Status

U.S. investors now own over half of Ferguson's outstanding shares. As announced in our second quarter earnings release, we determined that, as of January 31, 2023, we no longer qualify as a foreign private issuer, as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, effective August 1, 2023, we are no longer eligible to use the rules designed for foreign private issuers and we are considered a U.S. domestic issuer. We are required to comply with, among other things, U.S. proxy requirements and Regulation FD and our officers, directors and principal shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements under Section 16 of the Exchange Act.

We are also pleased with the progress made on North American index inclusion, having been admitted to the CRSP Market Indexes in December 2022 and the Russell 1000 Index in June 2023. Ferguson's ambition remains to be included in the S&P 500 Index and the Company believes it meets the criteria for admission to the most widely tracked index of large-cap U.S. companies.

Board Developments in Fiscal 2023

On February 1, 2023, James S. Metcalf, the former Chairman and CEO of Cornerstone Building Brands joined the Board. Mr. Metcalf brings considerable executive leadership, U.S. public company board and industry experience to Ferguson. His specific background in balance sheet management, strategic planning, operational excellence and building organic growth will help Ferguson realize our vision to become the ultimate project success company.

Jacky Simmonds stepped down as a Non-Employee Director at the 2022 Annual General Meeting (the "2022 AGM"). Kelly Baker became the Chairperson of the Compensation Committee after the 2022 AGM in succession to Ms. Simmonds. Also, Suzanne Wood succeeded Alan Murray and became the Chairperson of the Audit Committee after the 2022 AGM. Mr. Murray remains a member of the Audit Committee and has taken over as Chairperson of the Nominations & Governance Committee. Full details of the Committees and their membership can be found on pages 22 and 23 of the accompanying Proxy Statement.

ESG

At Ferguson we are focused on minimizing the environmental impact of our operations, while fostering a culture that is safe, inclusive and engaging where our associates can thrive and grow their careers. This year, we made a significant investment in renewable energy and began piloting our first electric trucks in California as part of our commitment to lowering our fleet emissions and staying ahead of rapidly developing regulations around zero-emission vehicles.

We are committed to helping our customers achieve their sustainability goals through a choice of sustainable products and solutions that span across our customer groups. We continue to prioritize efforts to strengthen the communities we serve with a focus on building water resilient communities and addressing the shortage of skilled trades professionals in North America.

2023 AGM Business

The business to be considered at the 2023 AGM is set out in the Notice of Meeting (the "Notice"). Your Board considers that all of the resolutions set out in the Notice (the "Resolutions") are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favor of each Resolution, as they intend to do in respect of their own shareholdings, including each Director nominee, and that you vote for "one year" as the frequency of future shareholder advisory votes on the compensation of our named executive officers.

In addition to our usual annual resolutions, including those required as a Jersey incorporated company, shareholders are also being asked to approve the Ferguson plc 2023 Omnibus Equity Incentive Plan (the "2023 Omnibus Plan"), unanimously approved and adopted by the Board on September 21, 2023, subject to shareholder approval. A summary of the 2023 Omnibus Plan is included in the accompanying Proxy Statement beginning on page 75. As a more conventional U.S. styled share plan, we believe that our ability to recruit, retain and incentivize top talent will be strengthened by your approval of the 2023 Omnibus Plan.

This year Ferguson will adopt the U.S. practice of Notice and Access. Notice and Access gives us the option to mail a notice (the "Notice of Internet Availability") to shareholders instead of a traditional full set of proxy materials, and direct them to a website to access electronic copies of the materials. As a shareholder, you also have the option to request certain materials after receiving this Notice of Internet Availability. Notice and Access will greatly reduce the paper to print, and fuel to deliver, our proxy materials.

On behalf of the Board, we thank you for your continued investment and support in Ferguson. As always, we remain committed to serving our shareholders.

Regards,

Geoff Drabble

Chairman of the Board

Notice of Meeting

VOTE

Please carefully review the accompanying proxy materials and follow the instructions beginning on page 97 to cast your vote.

2023 Annual General Meeting

Notice is hereby given

that the 2023 Annual General Meeting (the "2023 AGM") of Ferguson plc (the "Company") will be held at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR, United Kingdom at 3:00 p.m. U.K. Time (10:00 a.m. Eastern Time) on November 28, 2023.

Your Vote is

Important

Please carefully review the accompanying proxy materials

and follow the instructions beginning on page 97 of the accompanying Proxy Statement to cast your

vote as soon as possible in advance of the 2023 AGM.

Resolutions 1 to 8 (inclusive) are proposed as ordinary resolutions, which means that for each of those Resolutions to be passed, more than half the votes cast must be cast in favor of the Resolution. Resolutions 9 through 12 (inclusive) are proposed as special resolutions, which means that for each of those Resolutions to be passed, at least two-thirds of the votes cast must be cast in favor of the Resolution.

	BOARD
ORDINARY RESOLUTIONS	RECOMMENDATION	PAGE
Resolution 1: To elect each of the 11 Director nominees	FOR	9
named in the Proxy Statement for a term expiring at the
each Director nominee
next Annual General Meeting of the Company.
Resolution 2: To reappoint Deloitte LLP as the Company's
statutory auditor under the Companies (Jersey) Law 1991	FOR	31
until the conclusion of the next Annual General Meeting of
the Company.
Resolution 3: To authorize the Audit Committee on behalf
of the Board to agree to the compensation of the	FOR	32
Company's statutory auditor under the Companies (Jersey)
Law 1991.
Resolution 4: To receive the Company's Annual Accounts	FOR	33
and Auditors' Report for the fiscal year ended July 31, 2023.
Resolution 5: To approve, on an advisory basis, the
compensation of the Company's Named Executive
Officers as disclosed in the Proxy Statement for the 2023	FOR	73
Annual General Meeting under the heading "Executive
Compensation," including the Compensation Discussion
and Analysis, the compensation tables and the related
narrative discussion included therein ("Say-on-Pay").
Resolution 6: To approve, on an advisory basis, the
frequency of future shareholder advisory votes to approve	FOR every ONE YEAR	74
the compensation of the Company's Named Executive
Officers ("Say-on-Frequency").
Resolution 7: To approve the Ferguson plc 2023	FOR	75
Omnibus Equity Incentive Plan.
Resolution 8: To renew the power conferred on the Board	FOR	85
pursuant to Article 12 of the articles of association of the

Company (the "Articles") or the articles of association produced to the 2023 Annual General Meeting as the new articles of association of the Company (the "New Articles") (as applicable) to allot or sell Equity Securities (as defined in the Articles or the New Articles (as applicable)), and for that purpose, the Authorized Allotment Amount (as defined in the Articles or the New Articles (as applicable)) shall be an aggregate nominal amount of up to £6,799,457 and in addition the Authorized Allotment Amount shall be increased by an aggregate nominal amount of up to £6,799,457 provided that the Board's power in respect of such latter amount may only be used in connection with a pre-emptive issue (as defined in the Articles or the New Articles (as applicable)). This authority shall, unless previously revoked or varied, expire at the conclusion of the Company's next Annual General Meeting (or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this Resolution) save that the Board may, before such expiry, make offers or agreements (whether or not conditional) within the terms of this authority which would or might require Equity Securities to be allotted or sold after such expiry, and the Board may allot or sell Equity Securities pursuant to such offers or agreements as if the authority conferred on them hereby had not expired.