FERG Ferguson Plc

Incorporation of Documents by Reference.

The Registrant’s Annual Report on Form 10-K filed with the Commission on September 26, 2023 (the “Annual Report”);

The Registrant’s Current Report on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the Commission on November 29, 2023; and

The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 20-F filed with the Commission on February 12, 2021, as updated by the description of the Registrant’s Ordinary Shares filed as Exhibit 4.1 to the Annual Report, including any amendment or report filed for the purposes of updating, changing or otherwise modifying such description.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

Exemption from Registration Claimed.

Exhibits.

Exhibit
Number

Description

Exhibit
Number

Description

Filed herewith.

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

Kevin Murphy

/s/ William Brundage

/s/ Richard Winckler

/s/ Geoffrey Drabble

/s/ Kelly Baker

/s/ Catherine Halligan

/s/ Brian May

/s/ James S. Metcalf

/s/ Alan Murray

/s/ Thomas Schmitt

/s/ Nadia Shouraboura

/s/ Suzanne Wood

Our ref

Your ref

Ferguson plc

13 Castle Street

St Helier

Jersey

JE1 1ES

BACKGROUND

DOCUMENTS EXAMINED

For the purposes of this opinion, we have examined and relied upon copies of the following documents:

the form of the Plan approved by the board of directors of the Company on 21 September 2023 and the shareholders of the Company on 28 November 2023;

the Form S-8 in the form in which it is to be filed with the U.S. Securities and Exchange Commission (the “Commission”);

the public records of the Company available for inspection on the web-site of the Registrar of Companies in Jersey (the “Registrar of Companies”) on the date of this opinion, at the time we carried out such inspection (the “Public Records”);

a copy of the certificate of incorporation of the Company;

the memorandum and articles of association of the Company in force as at the date of this opinion; and

the certificate of the secretary of the Company addressed to us and dated 1 December 2023 (the “Opinion Certificate”).

For the purposes of this opinion, we have not undertaken any exercise that is not described in this opinion.

In this opinion:

“Awards” means any restricted stock units, stock options, stock appreciation rights, restricted awards, performance awards, other awards or rights to acquire Plan Shares (as defined below) granted under the Plan to a Participant (as defined below);

“non-assessable” means, in relation to any Plan Shares (as defined below), that no further sum shall be payable by a holder of those Plan Shares in respect of the issue price of those Plan Shares pursuant to any Awards made under the Plan;

“Ordinary Shares” means ordinary shares of the Company of par value £0.10.

“Participants” the persons granted any Awards under the Plan (each such person being a “Participant”); and

“Plan Shares” means 8,775,000 Ordinary Shares, which consist of 6,750,000 Ordinary Shares reserved and available for issuance to eligible persons under the Plan and an additional 2,025,000 Ordinary Shares that may again become available for issuance to eligible persons under the Plan pursuant to the recycling provisions of the Plan.

In this opinion, headings are for convenience only and do not affect its interpretation.

ASSUMPTIONS

In giving this opinion, we have assumed:

that the Plan has been, and will at all times be, operated in accordance with its terms;

that the Company’s board of directors (or a duly authorised committee or such persons as a duly authorised committee may appoint in accordance with the terms of the Plan):

will duly authorise and grant all Awards relating to the Plan Shares to be granted; and

will resolve to satisfy all Awards relating to the Plan Shares to be granted by the Company in a manner consistent with their fiduciary duties and in accordance with the terms of the Plan and the Company’s articles of association;

that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant Participant in accordance with the terms of the Plan and the Company’s articles of association;

that no allotment and issue of Plan Shares will result, or have resulted, in any limit on the number of shares the Company is permitted to issue pursuant to its memorandum of association being exceeded (it being noted that, as at the date of this opinion, the memorandum of association of the Company permits it to issue an unlimited number of shares);

that prior consent of the Jersey Financial Services Commission pursuant to Article 4 of the Control of Borrowing (Jersey) Order 1958 (the “COBO Law”) will be obtained in connection with the issuance of awards under the Plan to persons who do not fall within the categories of persons set out at Article 6(1) of the COBO Law;

that each party (other than the Company as a matter of Jersey law) has or had at the relevant time the necessary capacity, power, authority and intention and has or had at the relevant time obtained all necessary agreements, consents, licences or qualifications (whether as a matter of any law or regulation applicable to it or any contractual or other obligation binding upon it) to enter into the documents to which it is a party and that each such party (other than the Company as a matter of Jersey law) has duly authorised, executed and delivered those documents and that those documents have been duly dated;

that where we have examined drafts, the drafts as executed does not differ in any material respect from the drafts that we have examined;

the genuineness and authenticity of all signatures, initials, stamps and seals on all documents and the completeness and conformity to original documents of all copies examined by us;

that there is no provision of the law or regulation of any jurisdiction other than Jersey that would have any adverse implication in relation to the opinions expressed in this opinion;

that all documents or information required to be filed or registered by or in relation to the Company with the Registrar of Companies have been so filed or registered and appear on the Public Records and are accurate and complete;

the accuracy, correctness and completeness of the Opinion Certificate and of all statements as to matters of fact contained in the Plan, as at the date of this opinion; and

that each of the above assumptions is accurate at the date of this opinion, and has been and will be accurate at all other relevant times.

We have not independently verified the above assumptions.

OPINION

As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualification set out in this opinion, we are of the opinion that:

in relation to any Plan Shares that are to be allotted and issued to a Participant under the Plan in settlement of the Awards, upon the:

receipt in full by the Company of all amounts payable by the Participant under the Plan in respect of the Awards and/or the Plan Shares; and

entry of the name of the Participant as the holder of those Plan Shares in the Company’s register of members,

in relation to any Plan Shares to be transferred to a Participant under the Plan in settlement of the Awards, upon the:

receipt in full by the Company of all amounts payable by the Participant under the Plan in respect of the Awards and/or the Plan Shares; and

entry of the name of the Participant as the holder of those Plan Shares in the Company’s register of members,

QUALIFICATION

JERSEY LAW

BENEFIT OF OPINION

We assume no obligation to advise you (or any other person who may rely on this opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of this opinion that might affect the opinions expressed herein.

This opinion is addressed to the Company in connection with the registration of the Plan Shares under the Form S-8.

We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the Commission. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Security

Class

Title

Fee

Calculation

Rule

Maximum
Aggregate
Offering

Price

Fee

Rate

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall be deemed to include such additional ordinary shares which become issuable under the Ferguson plc 2023 Omnibus Equity Incentive Plan (the “Plan”) to prevent dilution in the event of any stock dividend, stock split, recapitalization or any other similar transaction pursuant to the terms of the Plan.

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $167.953, the average of the high and low price per ordinary share of Ferguson plc on the New York Stock Exchange on November 24, 2023, a date within five business days prior to the date of filing this Registration Statement.

Represents (i) 6,750,000 ordinary shares reserved and available for issuance to eligible persons under the Plan and (ii) an additional 2,025,000 ordinary shares that may again become available for issuance to eligible persons under the Plan pursuant to the recycling provisions of the Plan.