#1TRIAN PARTNERS SOHN CONFERENCE FOUNDATION LONDON FERGUSON 14 November 2019 Brian Baldwin, Partner, Trian Fund Management L.P. IMPORTANT: You must read this disclaimer in its entirety before continuing. This disclaimer applies to the following presentation and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of it. In accessing the following presentation, you agree to be bound by the following terms and conditions. The following presentation is directed only at persons in the United Kingdom who are (i) authorised or exempt persons within in the meaning of the Financial Services and Markets Act 2000, (ii) persons who have professional experience in matters relating to investments falling within the definition of "investments professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth bodies corporate, unincorporated associations and partners and trustees of high value trusts falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person residing in the United Kingdom who is not a Relevant Person should not act on or rely upon the following presentation or any information contained therein. Any investment or investment activity to which the following presentation relates is only available to persons residing in the United Kingdom who are Relevant Persons. By accessing the following presentation document, each recipient who resides in the United Kingdom is deemed to confirm, represent and warrant to Trian Fund Management, L.P. and its affiliates that it is a Relevant Person and accordingly a person to whom the following presentation can be lawfully communicated. © 2019 Trian Fund Management, L.P. All rights reserved.#2Disclosure Statement and Disclaimers CERTAIN CONSIDERATIONS This presentation is directed only at persons in the United Kingdom who are (i) authorised or exempt persons within in the meaning of the Financial Services and Markets Act 2000, (ii) persons who have professional experience in matters relating to investments falling within the definition of "investments professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth bodies corporate, unincorporated associations and partners and trustees of high value trusts falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person residing in the United Kingdom who is not a Relevant Person should not act on or rely upon this presentation or any information contained herein. Any investment or investment activity to which this presentation relates is only available to persons residing in the United Kingdom who are Relevant Persons. This presentation is for general informational purposes only, is not complete, and does not constitute any advice or recommendation to enter into or conclude any transaction or confirmation thereof (whether on the terms shown herein or otherwise). This presentation should not be construed as legal, tax, investment, financial or other advice. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in this presentation represent the opinions of Trian Fund Management, L.P. and certain of its affiliates (collectively, "Trian") and are based on publicly available information with respect to Ferguson plc (the "Company") and the other companies referred to herein. Trian recognizes that there may be confidential information in the possession of the Company and the other companies discussed in this presentation that could lead such companies to disagree with Trian's conclusions. Trian does not endorse third-party estimates or research which are used in this presentation solely for illustrative purposes. Select figures presented in this presentation, including investment values, have not been calculated using generally accepted accounting principles ("GAAP") or International Financing Reporting Standards ("IFRS”) and have not been audited by independent accountants. Such figures may vary from GAAP or IFRS accounting in material respects and there can be no assurance that the unrealized values reflected in this presentation will be realized. Nothing in this presentation is intended to be a prediction of the future trading price or market value of securities of the Company. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of Trian's analyses set forth herein are based on assumptions that Trian believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material. This presentation does not recommend the purchase or sale of any security. This presentation is based upon information reasonably available to Trian as of the date noted herein. Furthermore, the information, which includes information and data used and derived or obtained from filings made with regulatory authorities and from other public filings and third party reports, has been obtained from sources that Trian believes to be reliable; however, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Trian, its principals, partners or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information. Trian reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Trian disclaims any obligation to update the data, information or opinions contained in this presentation.#3Disclosure Statement and Disclaimers (cont'd) FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements. All statements contained in this presentation that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this presentation or otherwise provided to you that are not historical facts are based on current expectations, speak only as of the date of this meeting or presentation and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Trian. Although Trian believes that the assumptions underlying the projected results or forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the projected results or forward-looking statements included in this presentation or otherwise provided to you will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in this presentation or otherwise provided to you, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and plans expressed or implied by such projected results and forward-looking statements will be achieved. Trian will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements in this presentation or otherwise provided to you to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events. NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. The funds managed by Trian are in the business of trading -- buying and selling -- securities. It is possible that there will be developments in the future that cause one or more of such funds from time to time to either purchase or sell shares of the Company in open market transactions or otherwise or trade in options, puts, calls, contracts for difference or other derivative instruments relating to such shares. Consequently, Trian's beneficial ownership of the Company's shares may vary over time depending on various factors, with or without regard to Trian's views of the Company's business, prospects or valuation (including the market price of the Company's common stock), including without limitation, other investment opportunities available to Trian, concentration of positions in the portfolios managed by Trian, conditions in the securities markets and general economic and industry conditions. Trian also reserves the right to take any actions with respect to any investments in the Company as it may deem appropriate, including, but not limited to, communicating with the management of the Company, the Board of Directors of the Company, other investors and shareholders, members, stakeholders, industry participants, and/or interested or relevant parties about the Company or seeking representation on the Board of Directors of the Company, and to change its intentions with respect to any investments made in the Company at any time. CONCERNING INTELLECTUAL PROPERTY All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners and Trian's use hereof does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names.#4Ferguson Overview FERGUSONⓇ Share Price(1): £66 ($85) Market Cap: $19.4bn EV: $20.5bn Valuation Metrics(²) CY 2020 EBITDA: $1.98bn EV/2020 EBITDA: 10.4x CY 2020 EPS: $5.29 Price / 2020 EPS: 16.1x Net Debt / LTM EBITDA: 0.7x > Trian owns approximately 13.9mm shares of Ferguson plc (valued at £920mm / $1.2bn; ~6.1% of shares outstanding)(¹) Leading North American specialty distributor of plumbing & HVAC ("blended branches") and Waterworks / Fire & Fabrication ▪ #1 market share in North American blended branches (plumbing & HVAC) with a mid-to-high teens market share...no clear national rival ▪ #1 market share in North American Waterworks / Fire & Fabrication with low 20% market share... Core & Main is only large national competitor Ferguson is predominantly a North American business (currently ~95% of EBITDA from North America) ▪ 1,708 branches, 11 DC's, and ~$20bn revenue in North America > On September 3, Ferguson announced that it intends to demerge its UK business (³); Kevin Murphy (US CEO) will become Group CEO on November 19; Board will consider most appropriate listing structure for Ferguson going forward Source: Company filings, FactSet. Note: Throughout this presentation: "EV" is defined as enterprise value; "EBITDA" is defined as earnings before interest, taxes, depreciation and amortization; "P/E" is defined as price to earnings ratio; "North America" is defined as US and Canada; "HVAC" is defined as heating, ventilation and air conditioning; "ROIC" is defined as return on invested capital; “DC" is defined as distribution center; "CY" is defined as calendar year; "bps" is defined as basis points; "RMI" is defined as "repair, maintenance, and improvement"; and "MRO" is defined as maintenance, repair, and operations. (1) As of November 5, 2019. (2) Based on Wall Street research consensus estimates for calendar year 2019 as of November 5, 2019. (3) Subject to shareholder approval. 4#5Trian's Investment Thesis ■ ■ ■ 2. Scale = Virtuous Cycle Ferguson is #1 player in highly fragmented North American market We expect Ferguson to be the prudent consolidator (completed 15 acquisitions last year) Scale advantages driven by vendor rebates; private label; DC network; product availability; local market route density - Provides ability to reinvest in growth initiatives such as e-commerce (25% of business) Ferguson has grown US organic revenue at a ~7.5% CAGR since 2014 - outgrowing the market 300-400 bps organically (1) while increasing margins and return on capital ▪ We believe Ferguson can significantly enhance market share over time ■ ■ 1. Attractive North American Business Commercial and residential trade customers value convenience and availability over price...labor costs more than product to end user Branch-driven business: ~80% of sales originated or distributed from a Ferguson branch or showroom (Amazon-resilient business) ~75% of blended branch business is repair, maintenance, and improvement oriented (less cyclical) ■ - 3. We Believe Ferguson is Mispriced as a UK-Listed Equity as 100% of its EBITDA Will Be from North America Following the UK Business De-Merger(²) Leading specialty distributors in the US trade at 17.2x EBITDA versus Ferguson at 10.4x EBITDA Source: Company filings, investor presentations, FactSet. (1) According to Ferguson management. Data sourced from investor presentation dated October 2, 2018. (2) Subject to shareholder approval. LO#6We Believe Ferguson Is an Exceptional Business... Ferguson's US business has organically outgrown the market by an average of 300-400bps while delivering improving operating margins and increasing ROIC to ~23% Ferguson US Business: Historical Performance ■ Revenue ($bn's) ~9.5% CAGR (7.5% Organic; 2.0% M&A) $11.6 2014 Source: Company filings, investor presentations. $18.4 2019 EBITA ($bn's) ~11.0% CAGR (EBITA Margins +50bps) $0.9 2014 $1.5 2019#7...That is Misunderstood and Significantly Undervalued CY 2020 EV / EBITDA 8.3x UK Distributors TP Travis Perkins Grafton Group plc 10.4x FERGUSON We believe Ferguson's blended branch business should be valued in-line with specialty RMI distributors ... 12.3x Broadline MRO GRAINGER FASTENAL FOR THE ONES WHO GET IT DONE (1) MSC KD SUPPLY BUILT TO MAKE YOU BETTER" TOERI 13.4x Home Improvement Retail Specialty RMI Distributors Site One POOLCORP LANDSCAPE SUPPLY Stronger Together watsco(2) COOLING THE AMERICAS HOME SIG Source: FactSet, company filings. Figures represent averages. Valuation metrics calculated off of Wall Street research 2019 calendar year estimates. (1) Deducts Construction & Industrial segment at 8x EBITDA and a pro-rata share of net debt. (2) Minority interest capitalized at 26x net income (Watsco's current P/E multiple) and added to enterprise value. 17.2x LOWE'S Beacon#8Why is Ferguson Mispriced? We Believe Equity Markets Under- Appreciate the Magnitude of Ferguson's Evolution Ferguson EBITA Contribution by Segment □US Building Materials Distribution European Distribution North American Specialty 41% North American Specialty $1,085 $182 $461 $442 2004a Source: Company filings, press releases. (1) Pro forma for de-merger of UK business. 100% North American Specialty $1,537 2019 Pro Forma (1) Notable Divestitures: ***Ferguson exited 25 countries and 31 business units since 2008 ■ ■ I ■ UK (Announced 2019) Netherlands (2019) Nordics (2018) Switzerland (2017) France (2016) US Building Material Distribution (2011) Italy (2011) ∞o#9Why is Ferguson Mispriced? Ferguson's North American Business is Structurally More Attractive than its UK Business but It Trades in the UK Better market I I I structure I I Better economics I I Better Results I I I I I I I I I I I I Ferguson Brand(1) Ferguson Market Share Distribution Hourglass Revenue / Branch Gross Margins(²) Cumulative Organic Growth (5 Years)(³) EBITA Growth (5 Years) (3) North America Market (95% FY 19 EBITDA) FERGUSONⓇ Clear #1... Highly fragmented Attractive...Fragmented supplier and customer base $11.5mm 30% +37% +68% United Kingdom Market (5% of FY 19 EBITDA) W WOLSELEY 4 Players b/w $2bn - $3bn revenue...consolidated Less attractive...Large boiler market and more concentrated customer base $4.1mm 22% +4% -59% Source: Company filings, investor presentations. (1) Ferguson US is ~95% of North America EBITDA (Canada is the other 5%). Ferguson is the go-to-market brand in the US and Wolseley is the go-to-market brand in Canada. (2) Assumes Canada earns same gross margin as US business. (3) Represents US market only as Canada was formerly part of a segment that included Ferguson's divested Wasco division. UK organic sales growth presented on a "like-for- like" basis to remove the impact of closed branches and the exit of low margin business. I I I I I I 1#10Why is Ferguson Mispriced? It Has Minimal US Research Coverage # of U.S.-Based Research Analysts 40 35 30 25 20 15 10 5 0 $0 MSC BUILT TO MAKE YOU BETTER" North American Sales vs. U.S.-Based Equity Research Coverage FASTENAL KD SUPPLY SiteOne LANDSCAPE SUPPLY Stronger Together GRAINGER FOR THE ONES WHO GET IT DONE watsco COOLING THE AMERICAS POOLCORP $5 Beacon Ferguson's North American footprint is >2x the average of the specialty distributor / broadline peer group but only 1 US based research analyst covers the stock (vs. an average of 14 analysts for its peers) FERGUSONⓇ $10 $15 $20 North American Sales ($ in billions) LOWE'S >$70 THE HOME DEPOT HD and Lowe's are often cited as peers for Ferguson's US business and both companies have >30 analysts covering their stocks Source: FactSet, SEC filings, company reports. Note: Trian believes the most relevant peers for Ferguson are specialty building products distributors (Watsco, Pool Corp, SiteOne Landscape Supply, Beacon Roofing Supply) but we include broadline industrial distributors (Fastenal, WW Grainger, HD Supply, MSC Industrial) and home improvement retailers (Home Depot and Lowe's) as two additional peer groups that are frequently used as comparables for Ferguson. 10#11Why is Ferguson Mispriced? It is Under-Owned by U.S. Institutions Top Shareholder Ownership U.S. Industrial Distributor Market(1) Total US Distributor AUM ($ mil) Shareholder 1 The Vanguard Group, Inc. 2 BlackRock, Inc. 3 State Street Corp. 4 Fidelity Investments 5 The Bank of New York Mellon Corp. 6 JPMorgan Chase & Co. 7 T Rowe Price Group, Inc. 8 Northern Trust Corp. 9 Neuberger Berman Group, LLC 10 TIAA-CREF 11 Invesco, Ltd. 12 Geode Capital Management, LLC 13 Bank of America Corp. 14 Ameriprise Financial, Inc. 15 Wells Fargo & Co. 16 Norges Bank 17 ClearBridge LLC 18 Dimensional Fund Advisors LP 19 Kayne Anderson Rudnick Investment 20 The Charles Schwab Corp. 21 The Goldman Sachs Group, Inc. 22 Government Pension Investment Fund 23 The Capital Group Companies, Inc. 24 OppenheimerFunds, Inc. 25 Baillie Gifford & Co. Non-Top 25 Ferguson Owners $ Invested in Sector $7,059 $4,939 $2,275 $1,792 $1,706 $1,116 $1,102 $939 $887 $844 $829 $823 $780 $768 $726 $669 $653 $586 $552 $534 $533 $510 $461 $444 $444 I I I I I I Top 25 Ferguson Holder X X X X X X X X X X X X X Top Shareholder Ownership U.S. Home Improvement Retail Market (²) Shareholder 1 The Vanguard Group, Inc. 2 The Capital Group Companies, Inc. 3 BlackRock, Inc. 4 State Street Corp. 5 Fidelity Investments 6 Wellington Management 7 Northern Trust Corp. 8 UBS AG 9 Bank of America Corp. 10 Geode Capital Management, LLC 11 JPMorgan Chase & Co. 12 Wells Fargo & Co. 13 Norges Bank 14 The Bank of New York Mellon Corp. 15 Government Pension Investment Fund 16 TIAA-CREF 17 AllianceBernstein, LP 18 Morgan Stanley 19 ClearBridge LLC 20 The Charles Schwab Corp. 21 Legal & General Group PLC 22 Deutsche Bank AG 23 Ameriprise Financial, Inc. 24 The Goldman Sachs Group, Inc. 25 Invesco, Ltd. Non-Top 25 Ferguson Owners $ Invested in Sector Total US HI Retailer AUM ($ mil) $26,767 $21,910 $21,771 $16,172 $7,264 $6,272 $5,274 $5,107 $4,913 $4,809 $4,562 $4,013 $3,666 $3,197 $3,009 $2,730 $2,490 $2,360 $2,255 $2,105 $2,019 $1,998 $1,763 $1,715 $1,709 I Top 25 Ferguson Holder X X X X X X X X X X X X $9,420 $67,950 Source: Bloomberg. Note that Bloomberg only captures approximately 60% of outstanding shares as shareholder disclosure requirements are less comprehensive in the UK than they are in the US. (1) Total market value owned of MSC, Grainger, Fastenal, HD Supply, SiteOne, Beacon, Pool Corp., Watsco. (2) Total market value owned of Home Depot and Lowe's. 11#12Why is Ferguson Mispriced? We Believe Its UK Listing Impacts Trading Volumes ▪ Investors in Ferguson's U.S.-listed peers benefit from higher trading volumes and increased liquidity as compared with Ferguson's shareholders 1.3% Share Turnover (90-Day Avg. Daily Volume / Total Shares Outstanding) 1.0% 0.9% MSC FASTENAL GRAINGER Source: FactSet. Data as of November 5, 2019. 0.8% HOD SUPPLY 0.7% 0.7% SiteOne Watsco LANDSCAPE SUPPLY COOLING THE AMERICAS Stronger Together 0.6% 0.5% [i Beacon Peer Average: 0.7% 0.4% 0.4% L I p.3% POOL FERGUSON LOWE'S CORP! THE «ПИОН DEPOT 12#13Why is Ferguson Mispriced? We Believe It is Compared to the Wrong Peers UK-Based Analyst Goldman Sachs UBS citi CREDIT SUISSE Deutsche Bank Jefferies Bank of America Merrill Lynch BARCLAYS RBC RBC Royal Bank UK / European Building Materials x x x x x US Broadline Distribution (1) Source: Wall Street research. (1) Fastenal, WW Grainger, HD Supply, MSC Industrial. (2) Home Depot, Lowe's. (3) Pool Corp., Watsco, SiteOne Landscape Supply, Beacon Roofing Supply. ✓ ✓ x US Home Improvement Retail (2) x I US Specialty I Distribution (³) X I I I I I I I I I I I I x * x x x x * I 13#14We Believe Ferguson is a Far Superior Business to Broadline Industrial Distributors Branch-Oriented Businesses Trade Contractor Oriented Sale Limited Competitive Universe Job-Site Delivery & Next Day Availability Critical Residential & Commercial RMI Oriented Business Gross Margin Trends (4) FERGUSON Broadline Industrial MRO Distributors (1) Source: Company filings. (1) Fastenal is a branch-based distributor but sells broadline MRO products to end-users. (2) Represents HD Supply's facilities maintenance business which constitutes the majority of HD Supply's enterprise value. (3) HD Supply is driven by MRO spend into multi-family and other living spaces. (4) See page 19 for supporting data. FASTENAL HD SUPPLY GRAINGER. MSC FOR THE ONES WHO GET IT DONE X X X X x (2) BUILT TO MAKE YOU BETTER™ Catalogue / Internet Driven Direct sale to end customer Multiple competitors sell broadline Customer less time sensitive Industrial Production driven(³) 14#15We Believe Ferguson Has a More Attractive Market Structure and Growth Profile than Home Depot and Lowe's RMI-Oriented Business Residential / Commercial End Markets Stable Gross Margins Primarily Trade Oriented Customer Fragmented Market #FERGUSON Meaningful Organic and Inorganic Share Gain Opportunity I I 1 I Ferguson has an advantaged market structure & growth profile (1) Weights Home Depot revenue at 55% consumer and Lowe's revenue at 75-80% consumer per public disclosure HOMI DEPOL LOWE'S x x X ~2/3rd of revenue from consumer(1) 15#16Ferguson Compares Favorably to Leading Specialty Distributors Branch-Oriented Businesses Trade Contractor Oriented Sale Limited Competitive Universe Job-Site Delivery & Next Day Availability Critical Residential & Commercial RMI Oriented Business Meaningful Organic and Inorganic Share Gain Opportunity Gross Margin Trends(¹) Source: Company filings. (1) See page 19 for supporting data. FERGUSON RMI-Oriented Specialty Distributors watsco COOLING THE AMERICAS SiteOne™ LANDSCAPE SUPPLY Stronger Together POOLCORP® Beacon Roofing Supply 16#17Ferguson Has Delivered Differentiated Organic Growth... Organic Sales Growth CAGRS (Last 5 Fiscal Years) 8.3% 7.4% 6.6% FASTENALFERGUSON POOLCORP US Segment 90% of Ferguson's EBITDA 6.3% HOME DEPOL 5.5% 5.4% 4.5% 4.2% SUPPLY SiteOne Lowe's Watsco FM(1) LANDSCAPE SUPPLY Stronger Together COOLING THE AMERICAS Specialty, RMI-Oriented Broadline Industrial MRO Home Improvement Retail 4.0% Beacon 3.4% Source: Company filings. (1) Represents HD Supply Facility Maintenance business (~60% EBITDA) and excludes Construction & Industrial business (not comparable to Ferguson). 2.7% GRAINGER MSC FOR THE ONES WHO GET IT DONE BUILT TO MAKE YOU BETTER" 17#18... Strong Gross Margin Performance... 510 130 Gross Margin Change (basis points) (Last 5 Fiscal Years) 110 SiteOne #FERGUSON LANDSCAPE SUPPLY US Stronger Together Segment (¹) Beacon 60 60 (20) POOLCORP watsco HDSUPPLY. COOLING THE AMERICAS N (40) DEPOL (245) Specialty, RMI-Oriented Broadline Industrial MRO Home Improvement Retail (340) (360) LOWE'S FASTENAL MSC BUILT | ΤΟ MAKE YOU BETTER" (510) GRAINGER FOR THE ONES WHO GET IT DONE Source: Company filings. (1) Uses Ferguson's consolidated gross margin as a proxy for US segment. (2) HD Supply consolidated gross margin, which includes the non-comparable Construction & Industrial business. HD Supply does not provide Facility Management gross margins. 18#19...and EBITDA Margin Expansion 275 260 POOLCORP EBITDA Margin Change (basis points) (Last 5 Fiscal Years) HOME DEPOT 170 75 While Ferguson has expanded EBITDA margins over the last 5 years, Trian believes there is an opportunity to better leverage growth and improve margin flow through 60 SiteOne watsco LANDSCAPE SUPPLY COOLING THE AMERICAS Stronger Together FERGUSON US Segment 15 Beacon (25) (35) Source: Company filings. (1) Represents HD Supply Facility Maintenance Business (~60% EBITDA) and excludes Construction & Industrial. Specialty, RMI-Oriented Broadline Industrial MRO Home Improvement Retail (50) (175) (205) LOWE'S SUPPLY FASTENAL GRAINGER MSC FOR THE ONES WHO GET IT DONE BUILT TO MAKE 19#20Ferguson's Management and Board Have Begun to Address The Problem Ferguson's September 3, 2019 Announcement 1) Ferguson intends to demerge its UK operations (1) 2) Kevin Murphy, Ferguson's US CEO, will become Group CEO on November 19, 2019 3) Board considering most appropriate listing structure for Ferguson going forward We believe Ferguson can be one of the leading US RMI-oriented specialty distributors publicly traded in the United States Source: Company press release. (1) Subject to shareholder approval. 20#21There are Precedents for UK-Listed Companies Re-Listing on a US Stock Exchange ▪ Shareholders of UK-listed companies have previously approved transactions involving a United States relisting (by significant margins): Invesco JEWELERS BARRICK RANDGLD RESOURCES Source: Bloomberg; company filings. (1) Invesco September 25, 2007 press release. - ■ ■ ■ ■ I H In September 2007, Invesco plc announced a proposal to move its primary listing from the LSE to the NYSE (and apply for a secondary listing on the LSE). Invesco's stock increased by >5% on the date of the announcement The relisting was partly motivated by the loss of Invesco's foreign private issuer status in the US, but Invesco's CEO also noted that "Invesco's size, scale and global focus results in few natural peers on the London Stock Exchange. A US listing will improve visibility and direct comparability with a more appropriate peer group of large, global investment management companies."1 On November 14, 2007, the transaction was approved by 97% of votes cast In July 2008, Signet Group plc (subsequently renamed Signet Jewelers) announced a proposal to move its primary listing from the LSE to the NYSE (and apply for a secondary listing on the LSE): "The Proposal will align the place of listing with the majority of the Group's business activities. Currently over 70% of the Group's sales, operating profit and net assets are in the US. The Board considers there to be a potentially larger pool of investors in the US than in the UK who are more familiar with the Group's business model.... In addition, the Board expects that the new parent company would benefit from its primary listing being amongst a more appropriate public company peer group." -- Signet Group Press Release (July 10, 2008) On August 19, 2008, the transaction was approved by 94% of votes cast On September 2018, Barrick Gold Corporation and Randgold Resources plc announced a share-for-share merger (with no premiums) in order to create an "industry leading gold company". The merger was well received by shareholders: Share Price Appreciation on Date of Merger Announcement Barrick Gold Randgold Resources 5.4% 6.0% While Randgold formerly traded on the LSE, shares of the combined company were expected to trade exclusively on the TSX and the NYSE On November 7, 2018, Randgold shareholders approved the transaction by 95% of votes cast 21#22We Believe a US-Listed Ferguson Would Be an Attractive Stock to Shareholders of Its US-Listed Peers THE HOME DEPOT $412 billion (1) POOLCORP SiteOne LowE'S LANDSCAPE SUPPLY Stronger Together Market Capitalization ($ in billions) HD SUPPLY FASTENAL GRAINGER FOR THE ONES WHO GET IT DONE watsco COOLING THE AMERICAS Beacon MSC BUILT TO MAKE YOU BETTER" $19 billion FERGUSONⓇ Over 20x Ferguson's market capitalization is held at peers trading in the US at far more expensive valuations than where Ferguson currently trades. We believe Ferguson is an attractive complementary holding once investors understand the Company Source: FactSet. Note: Circles are sized to scale. (1) Represents the combined market cap of Home Depot, Lowe's, Pool Corp., Watsco, SiteOne, Beacon Roofing Supply, HD Supply, Fastenal, WW Grainger, MSC Industrial. 22#23Final Thoughts #FERGUSON 23