Ferguson : Result of Extraordinary General Meeting 2024

FERGUSON plc

Resolutions passed by way of Non Routine Business

at the Extraordinary General Meeting held on May 30, 2024

Special resolution

The Merger Proposal

RESOLVED, that the merger agreement entered into by and among Ferguson Enterprises Inc., a newly incorporated corporation under the laws of Delaware, Ferguson(Jersey) 2 Limited, a newly formed Jersey incorporated private limited company and Ferguson plc (as it may be amended from time to time, the "Merger Agreement") and that states, among other things, the terms and means of effecting a merger (the "Merger") of Ferguson (Jersey) 2 Limited and Ferguson plc under Part 18B (Mergers) of the Companies (Jersey) Law 1991 (as amended, modified, or re-enacted from time to time, the "Jersey Companies Law") be hereby approved for all purposes, including (without limitation) for the purposes of Article 127F(1) of the Jersey Companies Law and the directors of Ferguson plc (or a duly authorized committee thereof) be and are authorized to take all such action as they may consider necessary or desirable for the implementation of the Merger pursuant to the terms and subject to the conditions contained in the Merger Agreement.

Ordinary Resolutions

Advisory Organizational Documents Proposals

RESOLVED, that, on an advisory basis, (i) the proposed amended and restated certificate of incorporation (as amended from time to time, the "New TopCo Proposed Certificate of Incorporation") of Ferguson Enterprises Inc. ("New TopCo"), once adopted, may be amended, altered or repealed in the manner prescribed by the Delaware General Corporation Law, as in effect from time to time and (ii) the proposed amended and restated bylaws of New TopCo, once adopted, may be amended, altered or repealed from time to time by the stockholders of New TopCo by the affirmative vote of holders of a majority of the voting power of the then outstanding shares of New TopCo entitled to vote thereon, and such additional vote as may be required by the New TopCo Proposed Certificate of Incorporation.

RESOLVED, that, on an advisory basis, the proposed amended and restated bylaws of Ferguson Enterprises Inc. ("New TopCo"), once adopted, may be amended, altered or repealed from time to time by the board of directors of New TopCo without seeking any approval by the New TopCo stockholders, in accordance with the Delaware General Corporation Law, as in effect from time to time.

RESOLVED, that, on an advisory basis, provisions in the proposed amended and restated bylaws of Ferguson Enterprises Inc. ("New TopCo") and the proposed amended and restated certificate of incorporation of New TopCo that provide that all vacancies on the New TopCo board of directors be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, and not by the stockholders, be, and hereby are, authorized.

RESOLVED, that, on an advisory basis, the provisions in the proposed amended and restated certificate of incorporation of Ferguson Enterprises Inc. ("New TopCo") limiting personal liability for New TopCo directors and certain officers for monetary damages for breach of fiduciary duty as a director or as an officer to the fullest extent permitted under

the Delaware General Corporation Law, as in effect from time to time, be, and are hereby, authorized.

RESOLVED, that, on an advisory basis, the exclusive forum provisions in the proposed amended and restated certificate of incorporation of Ferguson Enterprises Inc. be, and are hereby, authorized.

RESOLVED, that, on an advisory basis, the board of directors of Ferguson Enterprises Inc. ("New TopCo") be, and is hereby, authorized to issue new shares of common stock, par value $0.0001 per share, of New TopCo in the future without offering pre-emptive rights.

Company Secretary