Exhibit 10.1

THE FERGUSON GROUP

DEFERRED BONUS PLAN 2019

Approved by resolution of the Board

on 22 March 2019 and amended by resolution of the Board of the Company on

27 January 2021

CONTENTS

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THE FERGUSON PLC DEFERRED BONUS PLAN 2019

The Ferguson Deferred Bonus Plan 2019 is intended to align the interests of executives with those of shareholders by providing a mechanism for Group Companies to defer a proportion of such persons’ annual bonuses in the form of Shares for a period of time, under the terms of this Plan.

1.1 In this Plan references to the following words shall bear the following meanings:

Adoption Date means 22 March 2019;

Award means an award granted under Rule 2 in the form of a Conditional Award, an Option or a Phantom Award as the Committee may determine, which is for the time being subsisting;

the Board means the board of directors of the Company;

Committee means the Remuneration Committee of the Company or some other duly authorised committee of the Board;

Company means the company incorporated in Jersey as Ferguson plc, with registered number 128484;

Compulsory Participant means an Executive who as at the Test Date is an executive director of the Company who has not achieved the Shareholding Requirement;

Conditional Award means an Award which takes the form of a contingent right to receive Shares or a conditional allocation of Shares;

Control has the meaning given to that word by section 995 of the UK Income Tax Act 2007;

Date of Grant means the date on which the Committee grants an Award;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Deferral Period means the period(s) specified by the Committee pursuant to Rule 2.3(b);

DI means a depositary interest representing an ordinary share in the capital of the Company;

DRS statement means the direct registration system statement of account representing certificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

DTC means the Depository Trust Company, being the system used to settle trades of uncertificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

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Executive means any employee or executive director of any member of the Group;

Financial Year means a financial year of the Company within the meaning of section 390 of the UK Companies Act 2006;

Grant Letter means the notification to a Participant setting out the terms of an Award;

Grant Period means the period of 42 days commencing on:

Group means the Company and the Subsidiaries from time to time and the expressions member of the Group and Group Company shall be construed accordingly;

Legal Representative means a deceased Participant’s duly appointed legal personal representative, or equivalent representative in jurisdictions other than the UK, as evidenced by such representative to the satisfaction of the Committee;

Listing Rules means the UK Listing Rules published by the Financial Conduct Authority (as amended from time to time);

London Stock Exchange means London Stock Exchange plc or any successor body thereto;

Market Abuse Regulation means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (or any equivalent or successor legislation);

Market Value means, in relation to a Share on any day:

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NASDAQ means Nasdaq, Inc. or any successor body thereto;

New York Stock Exchange means New York Stock Exchange, Inc. or any successor body thereto;

Notional Share means a share equal in value to a Share, but having no legal rights attributable to a Share;

Option means an Award which takes the form of an option to acquire Shares at either nil cost or at Market Value, to be determined at the discretion of the Committee;

Participant means an Executive who has been granted an Award (including, where the context permits his personal representatives) which has not lapsed or been surrendered or forfeited;

Phantom Award means a conditional right to receive a cash amount determined by reference to the Market Value of the Notional Shares subject to the Award on the Vesting Date;

Plan means the Ferguson Group Deferred Bonus Plan 2019 as set out in these rules (as amended from time to time);

Restricted Period means any period in which dealings in shares would be prohibited by law;

Scheme of Arrangement means the scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to introduce the Company as a new, Jersey-incorporated holding company to the Group;

Scheme of Arrangement Effective Date means 10 May 2019 being the date on which the Scheme of Arrangement became effective in accordance with its terms;

Shareholding Requirement means the shareholding ownership policy approved by the Committee pursuant to which an Executive is expected to own a minimum value of Shares;

Shares means:

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and schedule 6 to the UK Companies Act 2006 (or its equivalent under applicable law) over which the Company has Control;

Target Bonus means the amount of annual bonus payable to an Executive in respect of “on target” performance;

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Tax Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which a member of the Group or former member of the Group would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant tax authority;

Test Date means the date during the Grant Period on which an Executive’s compliance with the Shareholding Requirement shall be tested and which shall be determined by the Committee prior to commencement of the Grant Period;

Trustee means the trustee or trustees of any employee benefit trust established by the Company (or any Group Company);

United States Stock Exchange means the New York Stock Exchange, NASDAQ or such other recognised stock exchange in the United States, on which the Shares are listed; and

Vesting Date means the date on which an Award (or part thereof) Vests.

1.2 An Award Vests when the Participant becomes entitled to the transfer of Shares or the payment of cash (as the case may be), under Rule 11. The terms Vested and Vesting shall have corresponding meanings.

1.3 References to any statute or statutory instrument of UK Parliament, the legislative bodies of Jersey, the United States of America or the European Union (the EU) shall include any modification, amendment or re-enactment thereof for the time being in force (and shall, in respect of any EU legislation, include any UK legislation enacted in replacement thereof following the UK’s departure from the EU).

1.4 Words of the masculine gender shall include the feminine and vice versa and words in the singular shall include the plural and vice versa unless in either case the context otherwise requires or is otherwise stated.

Compulsory Participants

2.1 Subject to Rules 2 and 3, the Committee shall, during a Grant Period, grant an Award to any Compulsory Participant who at any time during the Financial Year immediately preceding the proposed Date of Grant (the Bonus Year) was a participant in any annual bonus plan operated by the Company or any Group Company.

2.2 An Award shall be granted in the form of an Option, a Conditional Award or a Phantom Award as the Committee may determine in its absolute discretion.

2.3 The Committee shall on or prior to the Date of Grant determine:

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and any fraction of a Share shall be rounded down to the nearest whole Share;

2.4 Awards shall be granted by the execution of a deed of grant by the Committee. A single deed of grant may be executed in favour of any number of Executives. As soon as reasonably practicable after the Date of Grant, the Company will notify each Participant of the grant of his Award by means of a Grant Letter.

2.5 The Company may require a Participant to sign and return such notification acknowledging their agreement to be bound by the terms of the Plan and may determine that failure to do so within any period specified in that notification shall cause the Award to lapse and be treated as if it had never been granted.

2.6 No payment shall be required for the grant of an Award.

2.7 Subject to Rules 2 and 3, the Committee may, during a Grant Period, make an Award to any Executive who is not a Compulsory Participant but who was a participant in any annual bonus plan operated by the Company or any Group Company in the Bonus Year.

2.8 Rules 2.2 to 6 shall apply to any Award granted pursuant to Rule 2.7 save that the Committee may determine the number of Shares or Notional Shares subject to the Award in its absolute discretion and without regard to the fractions specified in Rule 2.3(a).

3.1 No Award may be granted to subscribe for unissued Shares or Shares transferred from treasury and the Vesting of an Award may not be satisfied by the issue of new Shares or the transfer of Shares from treasury.

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4.1 Subject to any other provision in these Rules, Awards will Vest in full on the expiry of the Deferral Period.

4.2 Notwithstanding any other provision in these Rules, if dealing in Shares by the Company is precluded by law, the Listing Rules, the Market Abuse Regulation and any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other UK or overseas regulation or enactment on the date on which the Deferral Period expires, an Award shall not Vest and an Option may not be exercised until the date on which any such restriction is lifted.

5.1 An Award shall be personal to a Participant and shall not (except to the extent necessary to enable a Legal Representative to realise the Award following the death of a Participant) be capable of being transferred, changed or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award or if he is declared bankrupt.

5.2 A Participant will have no rights in respect of any Shares subject to an Award until the Shares are transferred to him pursuant to Rule 11.

6.1 If, before an Award has Vested, a Participant ceases to be an employee of a member of the Group by reason of misconduct or after a Participant has ceased to be an employee of a member of the Group the Company becomes aware of facts or circumstances that would have entitled it to dismiss the Participant for misconduct, then the Award shall lapse on the date of such cessation or the date the Company becomes so aware.

6.2 If, before an Award has Vested, a Participant ceases to be an employee of a member of the Group for any reason other than one mentioned in Rule 6.1, then the Participant’s Award shall continue subject to the rules of the Plan and will vest subject to and in accordance with Rule 4, save that in the event of a Participant’s death or other circumstances which the Committee considers sufficiently exceptional the Committee may, in its absolute discretion, determine that the Award shall instead Vest at the date of death or cessation of employment (as applicable).

7.1 Save as provided in Rule 7.3, if any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making:

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7.2 Save as provided in Rule 7.3, if any person becomes bound or entitled to give notice to acquire Shares under Part 18 of the Companies (Jersey) Law 1991 or an equivalent under applicable law; all Awards shall Vest on the date on which such person becomes so bound or entitled.

7.3 The Committee may, acting fairly and reasonably and having regard to the circumstances of the change of Control or compulsory acquisition, determine, at any time before Awards Vest, that the Participant may agree to exchange any Award or that Awards will not Vest under Rule 7.1 or 7.2 (as appropriate) but shall be automatically exchanged, in either case, under Rule 10 below.

8.1 Save as provided in Rules 8.2 and 8.3, if any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Article 125 of the Companies (Jersey) Law 1991 or its equivalent under applicable law, an Award shall Vest on the scheme of arrangement being sanctioned by the court.

8.2 The Committee, may, acting fairly and reasonably and having regard to the circumstances of the scheme of arrangement, determine, at any time before Awards Vest, that the Participant may agree to exchange any Award or Awards will not Vest under Rule 8.1 but shall be automatically exchanged, in either case, under Rule 10 below.

8.3 If the Committee, in its absolute discretion, considers that the purpose and effect of the scheme of arrangement is to create a new holding company for the Company and the holding company has substantially the same shareholders and proportionate shareholdings as those of the Company immediately before the scheme of arrangement, Awards will not Vest under Rule 8.1 and shall be automatically exchanged under Rule 10 below.

9.1 If notice is duly given of a resolution for a voluntary winding-up of the Company then the Committee, acting fairly, reasonably and objectively, may in its absolute discretion allow some or all Awards to Vest.

10.1 Where Awards are to be exchanged under this Rule, any Award (the Old Right) will be surrendered in consideration of the grant to the Participant of a new award (the New Right) which, in the opinion of the Committee, is equivalent to the Old Right but relates to shares in a different company. The provisions of the Plan shall be construed in relation to the New Right as if:

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11.1 Subject to Rule 4.2 and 15, the Committee shall, as soon as reasonably practicable following Vesting of an Award, procure that:

11.2 Shares transferred pursuant to the Plan will rank pari passu in all respects with the Shares then in issue except for any rights attaching to Shares by reference to a record date before the date of such transfer.

11.3 Any transfer of Shares under the Plan shall be subject to such consent of any of the authorities wherever situated as may from time to time be required and the Participant shall be required, so far as he is able, to procure compliance with the requirements of, or to obtain or obviate the necessity for, such consents.

11.4 The Participant shall have no rights in respect of any Shares which are the subject of an Award until such Shares are transferred to him. The Participant shall be entitled to all rights in respect of Shares transferred to him with effect from the date of transfer (save for rights in respect of which the record date was prior to that date).

12.1 Participants shall, if the Committee so determines at the Date of Grant, be entitled either:

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12.2 The Committee shall determine at the Date of Grant whether the amount of the cash dividend shall be the amount net of any associated tax credit or the gross amount. This Rule 12.2 shall not apply in respect of any super dividend, dividend in specie or other distribution paid by the Company (each being a Distribution) which would otherwise materially affect the value of an Award and for which an Award is adjusted pursuant to Rule 14. For the purpose of this rule 12.2 and rule 14, a Distribution shall not materially affect the value of an Award or attract dividend equivalents if the Company undertakes a share consolidation in conjunction with the Distribution that has the effect that the Market Value of a Share before and after the Distribution is substantially equivalent.

12.3 For the purpose of this Rule 12, a Notional Share shall be treated as carrying a right to dividends as if it was a Share.

The Trustee may acquire Shares in the market in order to satisfy Awards and for this purpose any Group Company and the Trustee may enter into an agreement or agreements governing the funding of the Trust by a Group Company.

14.1 If there is a rights issue, super dividend, demerger, dividend in specie or any capitalisation issue or sub-division or consolidation of or other variation in the share capital in respect of Shares or the Company, the Committee may adjust the number of Shares subject to an Award in such manner as it, in its absolute discretion, thinks fit.

14.2 If a demerger or super dividend, dividend in specie or other distribution paid by the Company or any capitalisation issue or sub-division or consolidation of or other variation in the share capital in respect of Shares or the Company which, in the opinion of the Committee, would materially affect the value of an Award, the Committee may, in its absolute discretion, permit Awards to Vest as at the date of such event.

15.1 Any liability of a Participant to taxation or social security contributions in respect of an Award shall be for the account of the relevant Participant and the transfer of any Shares subject to a Participant’s Award having discharged the Tax Liability which arises on Vesting or exercise to the satisfaction of the Company, or otherwise having complied with any arrangements specified by the Company to secure that such Tax Liability is satisfied including irrevocably authorising the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting Date on his behalf to ensure that any relevant member of the Group receives the amount required to discharge the Tax Liability which arises as a result of the Vesting or exercise of his Award and by participating in the Plan a Participant is deemed to have given such authorisation.

15.2 The Committee may require the Participant, as a condition to the grant or Vesting of any Award or the transfer of any Shares, to enter into an election under Chapter 2 of Part 7 of the Income Tax (Earnings & Pensions) Act 2003 in respect of any Shares to which he is or may become entitled under the Plan.

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16.1 Nothing in these Rules, the operation of the Plan or in a Participant’s or Executive’s contract of employment shall be construed as giving to any Participant or Executive a right to be considered for participation in the Plan to receive the grant of any Award.

16.2 Neither an Award nor the Shares nor the Notional Shares nor cash the subject of an Award shall be pensionable for any purpose.

16.3 The rights and obligations of any Participant under the terms of his office or employment shall not be affected by his participation in the Plan. Each Participant shall be deemed to waive all and any rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment shall be deemed to be varied accordingly.

17.1 Notwithstanding any other rule of the Plan, if one or more of the circumstances set out in Rule 17.2 occur, the Committee may: (a) at any time, where the circumstances fall within Rule 17.2(d) below; or (b) prior to the second anniversary of the Vesting Date in all other circumstances, determine (acting fairly and reasonably having taken into account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to or any one or more Participants:

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17.2 The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under Rule 17.1 are the following:

save that if the number of Shares is reduced to nil, the Award shall be treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any cash amount, Shares, Notional Shares or Dividend Equivalents.

18.1 The Committee may make such amendments to the Rules as it considers necessary or desirable from time to time. However, no amendment will be made under this Rule that would adversely and materially affect the existing rights of a Participant unless such amendment is made with his written consent or with the written consent of a majority of the Participants affected by the amendments.

18.2 Notwithstanding Rule 18.1, the Committee may make minor amendments to the Rules:

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19.1 By accepting the grant of an Award, a Participant acknowledges that the Company or any member of the Group may hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them (whether within or outside of the European Economic Area (EEA) and that personal data may also be processed outside the EEA by the Company or any member of the Group or by one or more held or of its or their service providers) for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in accordance with the Company’s Share Plan Data Protection Protocol and applicable law.

20.1 Any member of the Group may provide money to the Trustee or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law.

20.2 The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

20.3 Any notice or other document required to be given under or in connection with the Plan may be delivered to a Participant or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Company to be appropriate. Notices sent by post shall be deemed to have been given on the day following the date of posting. Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its corporate services office at 11020 Eskdale Road, Winnersh, Wokingham RG41 5TS (or such other place or places as the Committee may from time to time determine and notify to Participants).

20.4 The Company, or where the Committee so directs any Subsidiary, shall pay the appropriate stamp duty on behalf of the Participants in respect of any transfer of Shares on the Vesting or exercise of the Awards.

20.5 Benefits under this Plan shall not be pensionable.

20.6 These rules and any contractual and non-contractual obligations arising from them shall be governed by, and construed in accordance with, the laws of England. Neither the Plan nor any Grant Letter shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Grant Letter to be drafted.

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20.7 Unless specifically stated otherwise, each Participant, the Company and any other member of the Group submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with the Plan. By accepting the grant of an Award and not renouncing it, Participants are deemed to have agreed to submit to such jurisdiction.

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APPENDIX 1

US

1.1 This Appendix 1 shall apply to all US Taxpayers and the rules of the Plan and the terms of Awards held by US Taxpayers shall at all times be construed and interpreted in a manner consistent with this Appendix 1.

In the event that a Participant becomes a US Taxpayer subsequent to the Date of Grant of an Award under the Plan, then, pursuant to Rule 18 of the Plan, such Award shall immediately be deemed to be amended in a manner consistent with this Appendix 1.

1.2 In this Appendix 1, the following expressions shall have the following meanings respectively:

Code means the US Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder;

US means the United States of America;

US Tax means federal income taxation by the US;

US Taxpayer means a Participant who is subject to US Tax at the Date of Grant, is expected to become subject to US Tax following the Date of Grant or does become subject to US Tax following the Date of Grant but prior to the date upon which any part of an Award is paid.

1.3 References to a Rule shall be to the rules of the Plan.

2.1 A new Rule 2.9 shall be added to Rule 2 of the Plan to read in full as follows:

“2.9 For the avoidance of doubt and notwithstanding any other provisions of this Rule 2 to the contrary, (a) participation in, and the grant of Awards under, the Plan to any US Taxpayer shall be at the sole discretion of the Committee and (b) no US Taxpayer shall have any unilateral right to elect to defer any compensation under the Plan.”

2.2 A new Rule 11.5 shall be added to Rule 11 of the Plan to read in full as follows:

“11.5 Notwithstanding any other provision of the Plan or individual Award agreement to the contrary, the transfer of Shares (in the case of a Conditional Award), payment in cash (in the case of a Phantom Award) or automatic exercise (in the case of an Option) under an Award, as well as the payment of any dividend equivalent amounts, shall occur on the earliest of the following events:

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provided, however, that, with respect to any Award payable in, or exercisable for, Shares, in the event that any trading, dealing or other securities law restrictions under the Listing Rules, the Market Abuse Regulation and any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other UK or overseas regulation or enactment would prevent the issuance or transfer of Shares on the applicable date specified above, such issuance or transfer may be delayed and made upon the lapse of all such restrictions, but in no case later than the last day of the US Taxpayer’s taxable year which includes the date specified above, or, if later, the 15th day of the third calendar month following the date specified above, so long as the US Taxpayer is not permitted, directly or indirectly, to designate the taxable year of the issuance or transfer of the Shares.

2.3 A new Rule 21 shall be added as follows:

“21. Section 409A of the United States Internal Revenue Code

21.1 Awards granted to US Taxpayers are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and the Plan and any Award granted to a US Taxpayer shall be interpreted, operated and administered in a manner consistent with such intention.

21.2 No setoffs or deductions against any amounts owed to a US Taxpayer by the Company or any member of the Group may be made hereunder to satisfy the clawback contemplated by Rule 17.2 to the extent that such setoff or deduction would result in adverse tax consequences to a US Taxpayer under Section 409A of the Code.

21.3 To the extent that any exchange of an Award occurs under Rule 7, 8 or 10 of the Plan, the terms and conditions of any New Right shall not modify the timing or schedule of payments in effect under the corresponding Old Right or otherwise result in any change to the terms and conditions applicable under the Old Right if such modification or change would result in adverse tax consequences to a US Taxpayer under Section 409A of the Code.

21.4 Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify

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the Plan, this Appendix 1 and any Award granted under the Plan so that the Award is exempt from, or complies with, the requirements of Section 409A of the Code; provided, however, that the Committee makes no representations that Awards granted under the Plan will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.”

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Exhibit 10.2

THE FERGUSON GROUP

EMPLOYEE SHARE PURCHASE PLAN 2019

Approved by an ordinary resolution of the shareholders of

the Company on 25 April 2019 and amended by resolution of the Board of the

Company on 27 January 2021

CONTENTS

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INTRODUCTION

This Ferguson Group Employee Share Purchase Plan 2019 has been established for the benefit of those employees of Subsidiaries of the Company located in the U.S. or Canada who meet the requirements to participate hereunder. Where permitted by local law, the Company may establish similar plans for employees of the Company or of Subsidiaries of the Company located in jurisdictions outside of the U.S. and Canada, which plans shall be established under, and operate in conformance with, the laws of such other jurisdictions.

ARTICLE I – DEFINITIONS

Act means the United Kingdom Income Tax (Earnings and Pensions) Act 2003, as it may be amended from time to time.

Board means the Board of Directors of the Company or a duly authorised committee thereof.

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company.

Code means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time, and regulations thereunder. References to any section of the Code shall be to that section as it may be renumbered, amended, supplemented or re-enacted. For this purpose, “regulation” means a regulation, ruling or other interpretation or guidance, validly promulgated by the U.S. Department of Treasury and in effect at the time in question. Reference to a regulation or section thereof includes that regulation or section and any comparable regulation or section that amends, supplements or supersedes that regulation or section.

Company means the company incorporated in Jersey as Ferguson plc, with registered number 128484.

Control shall have the meaning given to that word by section 995 of the United Kingdom Income Tax Act 2007 as it may be amended from time to time.

Date of Exercise means the date prescribed by the Board as the date on which each Option is deemed to be exercised. The Date of Exercise shall be no later than 60 days following the first anniversary of the Date of Grant.

Date of Grant means the date prescribed by the Board as the date on which Options are deemed to be granted. Notwithstanding the preceding sentence (a) there may not be more than one Date of Grant during a calendar year and (b) each Date of Grant must be within the forty-two day period following: (i) the shareholders’ approval of the Plan in accordance with Article XVI, (ii) an Annual General meeting of the Company or (iii) the Company’s announcement of its results to the London Stock Exchange.

DI means a depositary interest representing an ordinary share in the capital of the Company.

DRS statement means the direct registration system statement of account representing certificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the U.S..

DTC means the Depository Trust Company, being the system used to settle trades of uncertificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the U.S.

Election Date means the last business day of the Enrollment Period or such other date as the Board may determine.

Eligible Employee means a person who on the Date of Grant is an employee of a Participating Company (even if he or she also serves as a director of the Company or a Subsidiary) and who satisfies the following requirements:

The preceding sentence to the contrary notwithstanding, an individual who is a Five Percent Shareholder is not an Eligible Employee.

Notwithstanding the preceding, otherwise Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are U.S. citizens or are resident aliens within the meaning of Code Section 7701(b)(1)(A)) shall be excluded from coverage under the Plan if the Board determines that: (i) the grant of an Option under the Plan to a citizen or resident of the non-U.S. jurisdiction is prohibited under the laws of such jurisdiction, or (ii) compliance with the laws of the non-U.S. jurisdiction would cause the Plan or offering to violate the requirements of Code Section 423.

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Enrollment Form means the form, prescribed by the Board, that a Participant uses to authorise deductions from his or her compensation in accordance with Article V.

Enrollment Period means the period prescribed by the Board during which an Eligible Employee may elect to participate in the Plan with respect to that Offering Period.

Fair Market Value means, on any given date, the closing middle market quotation of a Share as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars. If, on any given date, no Shares are traded on the London Stock Exchange or the relevant United States Stock Exchange, then Fair Market Value shall be determined with reference to the closing middle market quotation as derived from the Daily Official List of the London Stock Exchange or as reported by the relevant United States Stock Exchange on the next preceding day that Shares were so traded.

Five Percent Shareholder means any individual who, immediately after the grant of an Option, owns or would be deemed to own more than five percent (5%) of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company. For this purpose, (i) an individual shall be considered to own any stock owned (directly or indirectly) by or for his brothers, sisters, spouse, ancestors or lineal descendants and shall be considered to own proportionately any stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust of which such individual is a shareholder, partner or beneficiary, and (ii) stock of the Company or any Subsidiary of the Company that an individual may purchase under outstanding options (whether or not granted under this Plan) shall be treated as stock owned by the individual.

Holding Company has the meaning assigned to it by Section 1159 of the United Kingdom Companies Act 2006.

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New York Stock Exchange, Inc. or any successor body thereto.

NASDAQ means Nasdaq, Inc. or any successor body thereto.

Offering Period means the period beginning on each Date of Grant and ending on the Date of Exercise relevant to that Offering Period.

Old Ferguson means Ferguson Holdings Limited, a company incorporated in Jersey with registered number 106605.

Old Ferguson Plan means the Old Ferguson Group Employee Share Purchase Plan 2011 (as amended from time to time).

Old Ferguson Share or Old Ferguson Shares means fully paid ordinary shares in the capital of Old Ferguson;

Option means an option that entitles the holder to purchase a stated number of Shares in accordance with, and subject to, the terms and conditions prescribed by the Plan.

Participant means an Eligible Employee, including an Eligible Employee who is a member of the Board, who satisfies the requirements of Article IV and who elects to receive an Option.

Participating Company means a Subsidiary of the Company located in the U.S. or Canada and designated by the Board as a Participating Company, provided that such Subsidiary is a “subsidiary corporation” (within the meaning of Code Section 424) of the Company, including a corporation that becomes a Subsidiary of the Company after the adoption of this Plan. It is anticipated that any Subsidiary located in the U.S. or Canada will be designated by the Board as a Participating Company.

Plan means the Ferguson Group Employee Share Purchase Plan 2019 as provided herein and as it may be amended from time to time.

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Relevant Date means:

If a Relevant Event occurs on account of a series of transactions, the “Relevant Date” is the date of the last of such transactions.

Relevant Event shall have the meaning given to that term in Section 10.01.

Scheme of Arrangement means the scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to introduce the Company as a new, Jersey-incorporated holding company to the Group.

Scheme of Arrangement Effective Date means 10 May 2019 being the date on which the Scheme of Arrangement became effective in accordance with its terms.

Share or Shares means fully paid ordinary shares of 10 pence each in the capital of the Company, whether held in certificated or uncertificated form, via a DRS statement or via the DTC. References to “Share” or “Shares” include (i) Shares; (ii) where appropriate the DIs representing such shares; and/or (iii) shares or DIs representing those shares or DIs following any reorganisation of the share capital of the Company.

Subsidiary has the meaning assigned to it by Section 1159 of the United Kingdom Companies Act 2006.

United States Stock Exchange means the New York Stock Exchange, NASDAQ or such other recognised stock exchange in the United States, on which the Shares are listed.

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U.S. means the United States of America.

ARTICLE II – PURPOSES

The Plan is intended to assist the Participating Companies in recruiting and retaining individuals with ability and initiative by enabling such persons to participate in the future success of the Company and its Subsidiaries and to associate their interests with those of the Company and its shareholders. The Plan is intended to permit the grant of Options qualifying under Code Section 423, but no Option shall be invalid for failure to qualify under Code Section 423. The proceeds received by the Company from the sale of Shares issued pursuant to this Plan shall be used for general corporate purposes.

ARTICLE III – ADMINISTRATION

The Plan shall be administered by the Board. The Board shall have complete authority (subject to Article XIV hereof) to: (i) interpret all provisions of this Plan; (ii) adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and (iii) make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Board shall not be construed as limiting any power or authority of the Board. Any decision made, or action taken, by the Board in connection with the administration of this Plan shall be final and conclusive. Neither the Board nor any member thereof shall be liable for any act done in good faith with respect to this Plan or any Option. All expenses of administering this Plan shall be borne by the Company.

The Board, in its discretion, may delegate to one or more officers of the Company all or part of the Board’s authority and duties. The Board may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Board’s delegate or delegates that were consistent with the terms of the Plan.

ARTICLE IV – ELIGIBILITY

Each person who is or will be an Eligible Employee on the Date of Grant may elect to participate in the Plan by completing an Enrollment Form in accordance with Section 5.01(a) and returning it on or before the Election Date to such person as the Board may nominate.

ARTICLE V – PARTICIPANT CONTRIBUTIONS

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A recordkeeping account shall be established for each Participant with respect to each Offering Period. Amounts deducted from a Participant’s compensation for that Offering Period under Section 5.01(a) and, if applicable, amounts contributed by personal cheque with respect to that Offering Period under Section 5.01(b), shall be credited to his or her account for such Offering Period.

ARTICLE VI – OPTION GRANTS

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The price per Share for Shares to be purchased on the exercise of an Option shall be the amount prescribed by the Board; provided that such price shall not be less than eighty-five percent (85%) of the Fair Market Value on the Date of Grant. In no event shall the price per Share for Shares to be purchased on the exercise of an Option be less than the nominal value of a Share.

ARTICLE VII – EXERCISE OF OPTION

Subject to the provisions of Articles VIII, IX and X, and except as provided below in this Article VII, each Option shall be exercised automatically as of the Date of Exercise for the lesser of:

If, at the Date of Exercise, the Participant is subject to any dealing restrictions under the Financial Conduct Authority’s Listing Rules, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse or any equivalent or successor legislation or any relevant share dealing code of the Company, exercise shall be suspended until such later date as those dealing restrictions lift.

Notwithstanding any other provision of this Plan, if a Relevant Event occurs, except as provided in Section 10.03 the Date of Exercise for all outstanding Options shall be the Relevant Date.

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Each Option granted under this Plan shall be nontransferable other than by will or the laws of descent and distribution. During the lifetime of the Participant to whom the Option is granted, the Option may be exercised only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. A Participant’s Option will lapse immediately if he or she purports to transfer it or to create any interest in it in favour of a third party or if a bankruptcy order is made in respect of him or her or a similar event occurs under the laws of any country other than England.

Leaves of absence not exceeding three (3) months shall not be deemed interruptions of continuous employment. However, a leave of absence exceeding three (3) months shall be deemed an interruption of continuous employment unless the individual has a right to reemployment provided either by statute or by contract.

Subject to the provisions of Articles IX and XII, the Company shall procure the delivery to each Participant for each Offering Period of the certificate or certificates evidencing the Shares purchased by such Participant with respect to that Offering Period.

A Participant’s interest in the Shares purchased upon the exercise of an Option shall be immediately vested and nonforfeitable.

Any new Shares issued on the exercise of an Option must rank equally in all respects with other Shares then in issue except for rights which attach to Shares by reference to a record time or date prior to the time or date of issue.

The Company must apply to the Financial Conduct Authority to have any new Shares issued under the Plan admitted to the Official List and to the London Stock Exchange to have the Shares admitted to trading. The Company need not do so, however, if the Shares are not traded on the London Stock Exchange. If the Shares are traded on any other stock exchange, the Company shall apply to the relevant authorities to have the Shares issued under the Plan admitted to trading on such exchange.

The Company, by action of its Board, may cancel all existing Options and return all Participant contributions (without interest thereon) to Participants if the Board determines, in its sole discretion, that the price per Share under Section 6.02 for Shares to be purchased on the exercise of an Option is expected to be more than the Fair Market Value of Shares on the Date of Exercise. Such determination shall be made not less than 5 business days prior to the Date of Exercise.

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ARTICLE VIII – WITHDRAWAL AND TERMINATION OF EMPLOYMENT

A Participant may revoke his or her Enrollment Form for an Offering Period and withdraw from participation in the Plan for that Offering Period by giving written notice to that effect to the Board or its nominee at any time before the Date of Exercise. In that event, (i) the entire amount credited to his or her account will be paid to him or her without interest as soon as administratively practicable after receipt of the notice of withdrawal, (ii) no further payroll deductions will be made from his or her compensation for that Offering Period and (iii) no amount may be contributed by him or her to the Plan thereafter pursuant to Section 5.01(b) for that Offering Period. Except as provided in Section 8.03, a Participant shall be deemed to have elected to withdraw from the Plan in accordance with this Section 8.01 if he or she ceases to be an Eligible Employee for any reason and, in such event, the Participant shall not have any claim against the Company or any Subsidiary of the Company on account of his or her deemed withdrawal from the Plan.

A Participant who has withdrawn his or her participation in the Plan under Section 8.01 may submit a new Enrollment Form to the Board and resume participation in the Plan for any later Offering Period, provided that he or she then satisfies the requirements of Article IV and the Board or its nominee receives his or her Enrollment Form on or before the applicable Election Date.

Subject to Sections 7.04 and 7.09, if a Participant ceases his or her continuous employment as an Eligible Employee on account of:

such Participant (or his or her executor or heir) shall, if the date of cessation of his or her employment is no more than three (3) months prior to the Date of Exercise, have the right to continued participation in the Plan (without any further contributions) and to exercise any Option on or before the Date of Exercise, using the amount credited to his or her account on the date of his or her termination of employment. If a Participant ceases to be continuously employed as an Eligible Employee under any other circumstances, his or her Option will terminate concurrently and all funds credited to his or her account under Section 5.02 will be returned without interest to him or her as soon as administratively practicable.

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ARTICLE IX – SHARES SUBJECT TO PLAN

For the purposes of this Plan, the maximum aggregate number of Shares and Old Ferguson Shares that may be issued or transferred pursuant to the exercise of options (whether granted under this Plan or the Old Ferguson Plan) is 50,000,000. The maximum aggregate number of Shares and Old Ferguson Shares that may be issued or transferred under this Plan shall be subject to adjustment as provided in Article XI.

If an Option is terminated, in whole or in part, for any reason other than its exercise, the number of Shares allocated to the Option or portion thereof may be reallocated to other Options to be granted under this Plan.

The number of Shares over which Options to subscribe for unissued Shares may be granted under the Plan on any date shall be limited so that, when aggregated with:

the total number of Shares and Old Ferguson Shares shall not exceed 10% of the issued ordinary share capital of the Company on that date. In this Section, “issue” means the allotment and issue of Shares or Old Ferguson Shares forming part of the authorised but unissued share capital of the Company or Old Ferguson and derivative expressions shall be construed accordingly.

ARTICLE X – TAKE-OVER AND LIQUIDATION

This Article X applies if:

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(each a Relevant Event).

Where this Article X applies and subject to Section 10.03 and Article XI below, all outstanding Options will (unless the Board determines otherwise prior to the Relevant Date) be automatically exercised on the Relevant Date (to the extent of the amount credited to each Participant’s account under Section 5.02), provided that the price per Share under Section 6.02 is not expected (as determined by the Board) to be in excess of the relevant offer price or consideration for Shares, if applicable. Where this Article X applies, and subject to Section 10.03 below, any outstanding Options that are not fully exercised on the Relevant Date shall lapse automatically, and any amounts credited to the Participant’s account under Section 5.02 (and not applied for such exercise) shall be returned to him or her without interest as soon as administratively practicable.

If a Relevant Event occurs and notice of a replacement option is given to Participants (with the consent of the entity which has obtained Control of the Company), then, on the Relevant Date, any Option which has not lapsed (the old option) shall automatically be released and shall be replaced by an option (the new option) which, in the opinion of the Board, is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor).

Upon such replacement, the provisions of the Plan shall be construed as if:

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It is intended that any such replacement of the old options shall be made in accordance with Code Sections 424(a) and (h)(3).

Without prejudice to the operation of Article XI, Options shall not be exercisable without the consent of the Board under the foregoing provisions of this Article X if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Board determines otherwise in its absolute discretion, an Option will in such circumstances be exchanged for equivalent options in accordance with Article XI below.

ARTICLE XI – ADJUSTMENT OF OPTIONS

In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend which would otherwise materially affect the value of an Option), the price per Share under Section 6.02, the description of Shares and the number of Shares comprised in an Option may be adjusted in such manner as the Board may determine, provided that:

It is intended that any such adjustment shall be made in accordance with Code Sections 424(a) and (h)(3).

The relevant Participants shall be notified of any adjustment to Options made pursuant to this Article 11.02.

ARTICLE XII – COMPLIANCE WITH LAW AND APPROVAL OF

REGULATORY BODIES

No Option shall be exercisable, no Shares shall be issued or acquired, no certificates for Shares shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), the laws of England, the laws of Jersey, any listing agreement to which the Company is a party, and the rules of all stock exchanges on which the Company’s Shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Shares for which an Option is exercised may bear such legends and statements as the Board may deem advisable to assure compliance with

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federal and state laws and regulations. No Option shall be exercisable, no Shares shall be issued or acquired, no certificate for Shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Board may deem advisable from regulatory bodies having jurisdiction over such matters.

ARTICLE XIII – GENERAL PROVISIONS

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any individual any right to continue in the employ of the Company or of any Subsidiary of the Company or in any way affect any right and power of the Company or any Subsidiary of the Company to terminate the employment of any individual at any time with or without assigning a reason therefor.

The Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation or statutory instrument of UK Parliament or the legislative bodies of Jersey, the U.S. or the European Union (the EU), shall include any modification, amendment, re-enactment or successor of such provision of law (and shall, in respect of any EU legislation, include any UK legislation enacted in replacement thereof following the UK’s departure from the EU).

By accepting the grant of an Option, a Participant acknowledges that the Company or any member of the Group may hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them (whether within or outside of the European Economic Area (EEA) and that personal data may also be processed outside the EEA by the Company or any member of the Group or by one or more held or of its or their service providers) for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in accordance with the Company’s Share Plan Data Protection Protocol and applicable law.

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ARTICLE XIV – AMENDMENT

The Board may amend or terminate this Plan from time to time; provided, however, that no amendment may become effective until shareholder approval is obtained if: (i) the amendment increases the aggregate number of Shares that may be issued under the Plan, (ii) the amendment changes the class of individuals eligible to become Participants, (iii) the amendment changes the corporations whose employees may be granted an Option or the Shares that may be issued upon exercise of an Option, (iv) or, except for immaterial amendments designed to facilitate the administration of the Plan or amendments which the Board considers necessary or desirable to obtain or retain favourable tax, exchange control or regulatory treatment for Participants or for the Company or any Subsidiary, the amendment benefits employees or Participants or increases any individual or Plan limit. No amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option outstanding at the time such amendment is made. For the avoidance of doubt, any amendment deemed by the Board to be necessary to comply with regulatory requirements or to avoid disqualification under Code Section 423 shall not be adverse for this purpose. Furthermore, shareholder approval of any amendment shall be sought to the extent such approval is necessary and required for the Plan to satisfy the requirements of Code Section 423 or other applicable laws.

Notwithstanding Section 14.01, without shareholder consent and without regard to whether such an action may be adverse to any Participant rights, the Board shall be entitled to shorten the length of any ongoing offerings, limit the frequency and/or number of changes in the amount withheld during an offering, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. or Canadian dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s or a Subsidiary’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from his or her compensation, and establish such other limitations or procedures as the Board determines in its sole discretion advisable and which are consistent with the Plan.

ARTICLE XV – DURATION OF PLAN

No Option may be granted under this Plan after 25 April 2029. Options granted before that date shall remain valid in accordance with their terms and the terms of the Plan.

ARTICLE XVI – EFFECTIVE DATE OF PLAN

Options may be granted under this Plan upon its approval by a majority of the votes entitled to be cast by the Company’s shareholders, voting either in person or by proxy, at a duly held shareholders’ meeting within twelve months after this Plan is adopted by the Board.

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Exhibit 10.3

THE FERGUSON GROUP INTERNATIONAL

SHARESAVE PLAN 2019

Approved by resolution of the shareholders of the Company in a general meeting held

on 25 April 2019 and amended by resolution of the Board of the Company on

27 January 2021

Appendix A (UK SAYE) registered with HMRC with reference

XH1100000156799

Approved by resolution of the shareholders of the Company in a general meeting held

on 25 April 2019 and amended by resolution of the Board of the Company on

27 January 2021

THE FERGUSON GROUP INTERNATIONAL SHARESAVE PLAN 2019

1.1 In this Scheme, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

the Act means the UK Income Tax (Earnings and Pensions) Act 2003;

Adoption Date means 25 April 2019 or, if applicable, the date that approval for the Scheme is renewed by the Company’s shareholders in general meeting;

Associated Company means an associated company of the Company within the meaning given to those words by paragraph 47 of Schedule 3 to the Act;

the Board means the board of directors of the Company or a duly authorised committee thereof;

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company;

the Company means the company incorporated in Jersey as Ferguson plc, with registered number 128484;

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007;

the Date of Grant means the date on which an Option is granted;

DI means a depositary interest representing an ordinary share in the capital of the Company;

DRS statement means the direct registration system statement of account representing certificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

DTC means the Depository Trust Company, being the system used to settle trades of uncertificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

Eligible Employee means any employee (including an executive director) who is eligible to participate in the Scheme under the provisions of rule 2.3;

Exercise Price means the price per Share, expressed in sterling, payable on the exercise of an Option as determined under rule 2.5 (subject to adjustment under rule 11);

Grant Period means the period of 42 days commencing on:

the Group means the Company and the Subsidiaries and member of the group shall be construed accordingly;

the Invitation Date means the date on which an invitation to apply for an Option is issued;

London Stock Exchange means London Stock Exchange plc or any successor body thereto;

Market Value means, in relation to a Share on any day the middle market quotation for a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) on the dealing day before the Date of Grant or, if the Committee so determines, the average of the middle-market quotations for a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) during such period as the Committee may determine but not exceeding 30 dealing days ending with the dealing day before the Date of Grant provided that such dealing day(s) fall within a Grant Period;

the Maturity Date means in relation to any Option or application for an Option, such date as is stipulated by the Board in the invitation to apply for the Option or in any explanatory material relating to the Option (which shall not normally be less than three years from the Date of Grant of an Option);

Maximum Savings Contribution means £500 or such greater amount as is for the time being permitted by the Board under the UK SAYE or (where the Savings Contribution is expressed in a Nominated Currency) the Nominated Currency equivalent thereof where the equivalent amount has been calculated by reference to the rate of exchange determined at the Invitation Date pursuant to rule 2.2 or such other rate as the Board may from time to time determine pursuant to rule 7.6;

Minimum Savings Contribution means £10 or such other minimum amount as the Board shall from time to time determine or (where the Savings Contribution is expressed in a Nominated Currency) the Nominated Currency equivalent thereof where the equivalent amount has been calculated by reference to the rate of exchange determined at the Invitation Date pursuant to rule 2.2 or such other rate as the Board may from time to time determine pursuant to rule 7.6;

Monthly Contribution means the monthly sum which shall not be less than the Minimum Savings Contribution nor more than the Maximum Savings Contribution which an Option Holder has elected to save under his Savings Arrangement which may be expressed either in whole sterling pounds or, at the discretion of the Board, in specified units of a Nominated Currency;

NASDAQ means Nasdaq, Inc. or any successor body thereto;

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New York Stock Exchange means New York Stock Exchange, Inc. or any successor body thereto;

Nominated Currency means any currency nominated by the Board pursuant to rule 2.2;

Non-UK Company Reorganisation Arrangement shall have the meaning given to that term in Appendix A to this Scheme;

Option means a right granted under the Scheme to subscribe for or purchase Shares, which is for the time being subsisting

Option Holder means any individual who holds a subsisting Option (including, where the context permits, the legal personal representatives of a deceased Option Holder);

Old Ferguson means Ferguson Holdings Limited, a company incorporated in Jersey with registered number 106605;

Old Ferguson Shares means fully paid ordinary shares in the capital of Old Ferguson;

Participating Company means the Company and each Subsidiary which has been nominated by the Board as a Participating Company for the purposes of the Scheme;

Relevant Date means:

Relevant Event shall have the meaning given to that term in rule 9.1;

Savings Arrangement means a savings arrangement relating to an Option which has been approved by the Board for the purposes of the Scheme;

Schedule 3 means Schedule 3 to the Act;

Schedule 3 SAYE Option Scheme has the meaning given to that term by paragraph 49 of Schedule 3;

Scheme of Arrangement means the scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to introduce the Company as a new, Jersey-incorporated holding company to the Group;

Scheme of Arrangement Effective Date means 10 May 2019 being the date on which the Scheme of Arrangement became effective in accordance with its terms;

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the Scheme means this Ferguson Group International Sharesave Plan 2019 as amended from time to time;

Shares means:

Sharesave Scheme means a sharesave scheme established by the Company or Old Ferguson;

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and Schedule 6 to the UK Companies Act 2006 over which the Company has Control;

Tax Year means the calendar year or, if it would result in a longer period for the exercise of an Option, the 12 month period in respect of which the Participant’s employing company is obliged to pay tax;

Trustee means the trustee or trustees of any employee benefit trust established by the Company;

UK SAYE means the UK sub-plan which is set out in Appendix A to the Scheme and which is registered with HM Revenue & Customs as a Schedule 3 SAYE option scheme under which options are granted to employees in the UK;

United States Stock Exchange means the New York Stock Exchange, NASDAQ or such other recognised stock exchange in the United States, on which the Shares are listed;

US Tax means taxation under the rules of the United States of America; and

US Taxpayer means a person who is or becomes subject to US Tax.

1.2 Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine.

1.3 References to any act or statutory instrument of UK Parliament or the legislative bodies of Jersey, the United States of America or the European Union (the EU) shall include any modification, amendment or re-enactment thereof (and shall, in respect of any EU legislation, include any UK legislation enacted in replacement thereof following the UK’s departure from the EU).

1.4 Notwithstanding any other provisions of the Scheme, where an Eligible Employee and/or Option Holder is paid salary other than on a monthly basis:

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2.1 The Board may, during a Grant Period, but otherwise in its absolute discretion, invite such Eligible Employees as it shall determine to apply for Options at the Exercise Price.

2.2 The Board may nominate a currency other than pounds sterling in which Eligible Employees may elect to save pursuant to rule 7.1, and may determine an exchange rate for pounds sterling and such Nominated Currency which shall be used at the Invitation Date for the purpose of calculating the Nominated Currency equivalent of the Monthly Contribution, the Minimum Savings Contribution and the Maximum Savings Contribution. At any time, there may be more than one currency nominated pursuant to this rule.

2.3 Any employee (including an executive director) of a Participating Company who has been continuously employed by a Participating Company for a period of up to 12 months is potentially eligible to join the Scheme, unless he has given, or been given, notice to terminate his contract of employment.

2.4 Subject to the specific provisions contained in these rules, the form, manner and timing of invitations to apply for Options, the form of any Savings Arrangement, the Maturity Dates of the Options, and the maximum number of Shares in respect of which invitations are made on any day (subject to rule 6), shall be at the absolute discretion of the Board. The Board may adopt Appendices setting out specific requirements in relation to particular overseas countries if that is necessary or desirable to take account of local tax, exchange control or securities laws in such overseas countries.

2.5 The Exercise Price shall be determined by the Board but shall not be less than the higher of:

2.6 For the purposes of rule 2.5(b), the International Minimum Price means such amount as is stipulated by the Board at the Invitation Date being an amount not less than 80 per cent. of the Market Value of a Share on the Date of Grant or other preceding date or dates during a Grant Period as may be determined by the Board.

3.1 If an Eligible Employee wishes to apply for an Option he must, within such period after the Invitation Date as is stated in the invitation, deliver to the Company (or its appointed agent) a duly completed form of application as prescribed by the Board together with a duly completed and signed application for a Savings Arrangement.

3.2 The Board may, in its sole discretion, treat late applications as valid unless they are received after the Date of Grant.

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4.1 If valid applications are received for Options over a number of Shares in excess of that which the Board has determined to make available on a particular occasion, the Board may scale down applications, in such manner as it may consider appropriate.

4.2 The Board may, as an alternative, determine in its absolute discretion that no Options shall be granted.

4.3 If, in applying the scaling down provisions contained in rule 4.1, Options cannot be granted within the 30 day period referred to in rule 5.1 below, the Board may extend that period by up to 12 days regardless of the expiry of the relevant Invitation Period.

5.1 Following the receipt by the Company of valid applications the Board may, subject to rules 3.2 and 4, on a single date which shall not be later than 30 days after the earliest date by reference to which the Exercise Price was calculated, grant all (but not some) of the Options for which application has been made on that occasion by Eligible Employees (provided that they comply with the conditions of eligibility in rule 2.3 on the Date of Grant) in consideration of such Eligible Employees agreeing to enter into the Savings Arrangements. As soon as practicable thereafter, the Board shall procure the issue of an option certificate or letter of grant to each Eligible Employee who has been granted an Option. No cash payment shall be made for the grant of an Option.

5.2 No Option shall be granted under the Scheme more than ten years after the Adoption Date.

6.1 No individual may be invited to apply for, or may be granted, an Option over such number of Shares that the granting of such Option and the entry into the related Savings Arrangement would result in the infringement of rules 6.2 or 6.3.

6.2 No Eligible Employee may be granted an Option if his Monthly Contributions under the related Savings Arrangement, when added to the sum of his monthly contributions under any other subsisting Sharesave Scheme, would exceed £250 or such greater amount as is for the time being permitted by the Board under the UK SAYE or (at the discretion of the Board) the Nominated Currency equivalent thereof where the equivalent amount has been calculated by reference to the rate of exchange determined at the Invitation Date pursuant to rule 2.2 or such other rate as the Board may from time to time determine pursuant to rule 7.6. Prior to any Invitation Date, the Board may determine that, for the purposes of calculating the limit in this rule 6.2, any monthly contributions under savings arrangements entered into in connection with options granted under any other subsisting Sharesave Scheme that the Eligible Employee has cancelled (or which has lapsed pursuant to its terms) before the relevant Maturity Date of such option will be deemed to be monthly contributions being made by such Eligible Employee at the Invitation Date.

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6.3 No Option to subscribe for Shares shall be granted if the result of that grant would be that the aggregate number of Shares that could be issued on the exercise of that Option and any other Options granted at the same time, when added to the number of Shares or Old Ferguson Shares that:

would exceed 10 per cent. of the ordinary share capital of the Company for the time being in issue.

6.4 Reference in this rule 6 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares. Where Shares are allotted or issued to the Trustee for the purpose of satisfying Options by way of transfer of Shares by the Trustee, that should be treated as an issue of Shares. Where Shares are transferred or to be transferred from treasury under this Scheme or any other employee share scheme, such Shares shall (for so long as it remains a guideline of institutional shareholders) be treated as an issue of Shares.

6.5 In determining the limit set out in rule 6.3, no account shall be taken of any Shares where the right to acquire the Shares has been surrendered, has lapsed or is otherwise forfeit.

7.1 The Monthly Contribution under an Eligible Employee’s Savings Arrangement shall be subject to the limits in rule 6.2. An Eligible Employee may elect to save in either whole sterling pounds, or (at the discretion of the Board) in an equivalent amount in a Nominated Currency. The equivalent amount of the Nominated Currency shall be calculated by reference to the rate of exchange fixed at the Invitation Date pursuant to rule 2.2 or such other rate as the Board may determine from time to time pursuant to rule 7.6.

7.2 The Monthly Contribution shall, unless the Board agrees to a different method for collection, be deducted from the Eligible Employee’s net pay on a monthly basis.

7.3 If an Option Holder misses more than 12 Monthly Contributions under the Savings Arrangement, the Option shall lapse. If an Option Holder withdraws monies from his Savings Arrangement other than with a view to the exercise of a related Option, that Option shall lapse.

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7.4 If applications are scaled down under rule 4 on any occasion, the Monthly Contributions under Savings Arrangements which Eligible Employees have specified in their applications shall, where necessary, be scaled down to such sums in whole pounds sterling (or whole units of an equivalent amount in a Nominated Currency, as the case may be where the equivalent amount of the Nominated Currency has been calculated by reference to the exchange rate determined at the Invitation Date pursuant to rule 2.2). The resulting Monthly Contribution shall not be less than the Minimum Savings Contribution.

7.5 The Savings Arrangement shall be personal to the Eligible Employee and, regardless of the terms of the Option, any savings arising under it shall be the property of the Eligible Employee concerned.

7.6 Where the Monthly Contribution is paid in a Nominated Currency and the amount is equivalent to a sterling amount calculated on the basis of the exchange rate determined at the Invitation Date pursuant to rule 2.2 (the Original Sterling Amount) the Board may, in exceptional circumstances, and on one or more occasions during the course of the Savings Arrangement, alter the exchange rate fixed at the Invitation Date to take account of general currency movements and may permit the Nominated Currency amount of the Monthly Contribution to be altered from such date so that, calculated by reference to such new exchange rate, it is equivalent to the Original Sterling Amount.

7.7 Unless the provisions in rule 4 apply, an Option shall be granted to an Eligible Employee over such number of Shares (N) as is calculated according to the following formula and any fraction of a Share shall be rounded down to the nearest whole Share:

Where:

MC represents the Monthly Contribution which the Eligible Employee has elected to save under his Savings Arrangement;

Y represents such number of months as the Board may determine prior to the relevant Invitation Date (the Option Period) plus an additional number of months’ Monthly Contributions which the Board estimates to be equivalent to the likely amount of interest (if any) to be earned on the Savings Arrangement;

EP represents the Exercise Price.

For the avoidance of doubt if, at the Maturity Date, the actual proceeds of the Savings Arrangement are less than MC, the Option Holder may not top-up the proceeds from a separate source.

In no event may the Option Holder acquire on exercise a greater number of Shares than that over which the Option is granted (and the excess savings shall be returned to the Option Holder).

8.1 Save as otherwise permitted in these rules, an Option may only be exercised:

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and, if not exercised, shall lapse at the end of the six month period following the Maturity Date. If, during the six months’ exercise period referred to above, the Option Holder is subject to any dealing restrictions under the Financial Conduct Authority’s Listing Rules, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse or any equivalent or successor legislation or any relevant share dealing code of the Company, the six months’ exercise period shall be suspended until such later date as those dealing restrictions lift. The Option Holder may exercise an Option by written notice to the Company in such form as the Board may prescribe. An Option may only be exercised with Monthly Contributions which have been made as at the date of exercise, including any interest as at such date. No account shall be taken of any Monthly Contribution the due date of which arises after the date of exercise, or any interest in respect of that Monthly Contribution. Notwithstanding any other provision in these rules, no Option may be exercised more than 10 years after its Date of Grant.

8.2 Every Option granted under this Scheme shall be personal to the Option Holder and, except to the extent necessary to enable a personal representative to exercise the Option following the death of an Option Holder, neither the Option nor the benefit thereof may be transferred, assigned, charged or otherwise alienated. Any transfer of an Option otherwise than as permitted in this rule 8.2 shall cause the Option to lapse.

8.3 Subject to rule 8.6, where an Option Holder ceases to be an employee of a Participating Company before the expiry of six months after the Maturity Date of any outstanding Options:

he may exercise any outstanding Options within six months of the date on which employment ceased, failing which exercise the Options shall lapse automatically: Provided that the Options may not be exercised more than six months following the relevant Maturity Date; or

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8.4 If an Option Holder ceases to be an employee of a Participating Company before the expiry of six months after the Maturity Date of any outstanding Options:

his Options lapse automatically upon such cessation.

8.5 If an Option Holder dies, Options granted to him may be exercised by his personal representatives at any time within the 12 month period following:

failing which exercise, the Options shall lapse automatically.

8.6 For the purposes of rule 8.3, an Option Holder shall not be treated as ceasing to be an employee of a Participating Company until he ceases to hold an office or employment in the Company or any company over which the Company has Control or any Associated Company.

8.7 Notwithstanding rule 8.1(b), if, at the Maturity Date, an Option Holder’s employing company has ceased to be a Participating Company but is an Associated Company or a company over which the Company has Control, Options may be exercised within (but no later than) six months following the Maturity Date.

8.8 If, before the Option has become exercisable, the Option Holder:

the Option shall automatically lapse.

8.9 If an Option becomes exercisable under any provision of the Scheme before the Maturity Date, it shall be exercisable only over such number of Shares (S) as is calculated according to the following formula and any fraction of a Share shall be rounded down to the nearest whole Share:

Where:

Z represents the accrued savings under the Savings Arrangement relating to an Option as at the date of exercise of such Option;

EP represents the Exercise Price of an Option (subject to any adjustments made pursuant to rule 11);

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8.10 If the actual proceeds of the Savings Arrangement exceeds the amount payable on exercise of the Option to acquire the number of Shares determined under rule 8.9, the excess savings shall be returned to the Option Holder.

8.11 An Option shall lapse immediately after it is first exercised notwithstanding that it shall not have been exercised in respect of the maximum number of Shares over which the Option was granted.

8.12 This rule 8.12 shall apply to US Taxpayers. Notwithstanding anything to the contrary contained in the Scheme, an Option Holder who is a US Taxpayer may only exercise an Option within the shorter of any exercise period specified in the rules of this Scheme and the expiry of two and a half calendar months after the end of the Tax Year in which the Option is no longer subject to a substantial risk of forfeiture, and thereafter, such Option shall immediately lapse and automatically be cancelled and cease to have any further legal force or effect whatsoever. Options granted to US Taxpayers are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, pursuant to the short-term deferral exemption described in Section 1.409A-1(b)(4) of the treasury regulations issued under the Code, and the Scheme and any option certificate in respect of an Option granted to a US Taxpayer shall be interpreted, operated and administered in a manner consistent with such intention.

9.1 This rule 9 applies if:

(each a Relevant Event).

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9.2 Where this rule 9 applies and subject to rules 9.3 and 10 below, all outstanding Options will (unless the Board determines otherwise prior to the Relevant Date) be automatically exercised on the Relevant Date (whether or not the Relevant Event occurs before or within six months of the Maturity Date) provided that the Exercise Price is equal to or less than the relevant offer price or consideration (as determined by the Board), if applicable. Where this rule 9 applies, and subject to rule 9.3 below, any outstanding Options that are not exercised on the Relevant Date shall lapse automatically and any savings under the relevant Savings Arrangement relating to such Options shall be returned to the Option Holder save that in the case of any Option which has become exercisable under rule 8.5, such Option shall not lapse under this rule 9.2 on the expiry of the sixth month period following any of the Relevant Events mentioned in rule 9.1(a), (b), (c) or (e) but shall lapse only on the expiry of the relevant 12 month period under rule 8.5. For the avoidance of doubt, any such Option may lapse on the expiry of the six month period arising under rule 9.1(d) even if this occurs before the expiry of the relevant 12 month period under rule 8.5.

9.3 Without prejudice to the operation of rule 10, Options shall not be exercisable without the consent of the Board under the foregoing provisions of this rule 9 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Board determines otherwise in its absolute discretion, an Option will in such circumstances be exchanged for equivalent options in accordance with rule 10 below.

10.1 If any company (the acquiring company):

and notice of a replacement option is given (with the consent of the acquiring company), then, on the Relevant Date, any Option which has not lapsed (the old option) shall automatically be released and shall be replaced by an option (the new option) which (in the opinion of the Board) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor).

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10.2 The provisions of the Scheme shall be construed as if:

11.1 In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend which would otherwise materially affect the value of an Option), the Exercise Price, the description of Shares and the number of Shares comprised in an Option may be adjusted in such manner as the Board may determine: Provided that:

11.2 Any adjustment to Options made pursuant to this rule 11 shall be notified to the relevant Option Holder.

Subject to any necessary consents, to payment being made for the Shares and to compliance by the Option Holder with the terms of the Scheme, not later than 30 days after receipt of any notice of exercise in accordance with rule 8, the Company shall either allot and issue or procure the transfer of Shares to the Option Holder (or to his nominee). The Company shall or, if applicable, shall procure that the Trustee shall, (unless the Shares are to be issued in uncertificated form) as soon as practicable deliver to the Option Holder (or such nominee) a definitive share certificate or other evidence of title in respect of such Shares. Where the Shares are issued or transferred to a nominee of the Option Holder, the Option Holder shall remain the beneficial owner of the Shares.

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13.1 All Shares allotted or transferred upon the exercise of an Option shall rank pari passu in all respects with the Shares in issue at the date of exercise save as regards any rights attaching to such Shares by reference to a record date prior to the date of exercise.

13.2 Any Shares acquired on the exercise of Options shall be subject to the articles of association of the Company from time to time in force.

14.1 The Company shall at all times keep available for issue sufficient authorised but unissued Shares to permit the exercise of all unexercised Options under which Shares may be allotted or shall otherwise procure that Shares are available for transfer in satisfaction of the exercise of Options.

14.2 If and so long as the Shares are admitted to listing by the Financial Conduct Authority and admitted to trading on the London Stock Exchange, the Company will, at its expense, apply to the Financial Conduct Authority and to the London Stock Exchange for admission to the Official List (unless listing has already been granted) and for trading, respectively, of Shares allotted on the exercise of any Option.

The decision of the Board shall be final and binding in all matters relating to the Scheme and it may at any time discontinue the grant of further Options or amend any of the provisions of the Scheme in any way it thinks fit: Provided that:

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without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of the Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees and Option Holders or any member of the Group;

Any liability of an Option Holder to taxation or social security contributions shall be for the account of the relevant Option Holder and the issue or transfer of any Shares subject to an Option Holder’s Option shall be conditional upon the Option Holder having discharged the amount required to satisfy the taxation or social security contributions which arise in respect of the Option and the Shares subject to the Option to the satisfaction of the Company, or otherwise having complied with any arrangements specified by the Company to secure that such taxation or social security contributions are satisfied including irrevocably authorising the Company to sell or procure the sale of sufficient Shares on or following the exercise of his Option on his behalf to ensure that any relevant member of the Group or former member of the Group receives the amount required to discharge the taxation or social security contributions which arise and by participating in the Scheme an Option Holder is deemed to have given such authorisation.

17.1 Any Participating Company may provide money to the Trustee or any other person to enable them or him to acquire Shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law.

17.2 Notwithstanding any other provision of the Scheme:

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By participating in the Scheme, an Option Holder is deemed to have agreed to the provisions of the Scheme and in particular, this rule 17.2.

17.3 The existence of any Option shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

17.4 Any notice or other document required to be given under or in connection with the Scheme may be delivered to an Option Holder or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Company to be appropriate. Notices sent by post shall be deemed to have been given on the day following the date of posting. Any notice or other document required to be given to the Company under or in connection with the Scheme may be delivered or sent by post to it at its corporate services office at 1020 Eskdale Road, Winnersh, Wokingham RG41 5TS (or such other place or places as the Board may from time to time determine and notify to Option Holders).

17.5 The Company, or where the Board so directs any Subsidiary, shall pay the appropriate stamp duty on behalf of the Option Holders in respect of any transfer of Shares on the exercise of the Options.

17.6 Benefits under this Scheme shall not be pensionable.

17.7 By accepting the grant of an Option, a Participant acknowledges that the Company or any member of the Group may hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them (whether within or outside of the European Economic Area (EEA) and that personal data may also be processed outside the EEA by the Company or any member of the Group or by one or more held or of its or their service providers) for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in accordance with the Company’s Share Plan Data Protection Protocol and applicable law.

17.8 These rules shall be governed by, and construed in accordance with, the laws of England. Unless specifically stated otherwise, each Option Holder, the Company and any other Participating Company or Associated Company submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with the Scheme.

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APPENDIX A

THE UK SAYE

The provisions of this Appendix A should apply to any Eligible Employee of a UK Participating Company.

1.1 In this Appendix A, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

the Act means the UK Income Tax (Earnings and Pensions) Act 2003;

Adoption Date means 25 April 2019 or, if applicable, the date that approval for this Appendix A is renewed by the Company’s shareholders in general meeting;

Appendix A means this Appendix A of the Scheme as may be amended from time to time;

Associated Company means an associated company of the Company within the meaning given to those words by paragraph 47 of Schedule 3 to the Act;

the Board means the board of directors of the Company or a duly authorised committee thereof;

Bonus Date means, in relation to an Option:

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company;

the Company means the company incorporated in Jersey as Ferguson plc, with registered number 128484;

Continuous Service has the same meaning as continuous employment in the Employment Rights Act 1996;

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007;

the Date of Grant means the date on which an Option is granted;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

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DI means a depositary interest representing an ordinary share in the capital of the Company;

Eligible Employee means any employee (including an executive director) who is eligible to participate in this Appendix A under the provisions of rule 2.2;

Exercise Price means the price per Share payable on the exercise of an Option as determined under rule 2.4 (subject to adjustment under rule 11);

Grant Period means the period of 42 days commencing on:

the Group means the Company and the Subsidiaries and member of the group shall be construed accordingly;

HMRC means Her Majesty’s Revenue & Customs;

the Invitation Date means the date on which an invitation to apply for an Option is issued;

London Stock Exchange means London Stock Exchange plc or any successor body thereto;

Market Value means in relation to a Share on any day:

in either case, determining if so required for the purposes of any relevant provision in Schedule 3, the market value of a Share that is subject to a Restriction, as if it were not subject to the Restriction;

Maximum Savings Contribution means £500 or such greater amount as is for the time being permitted under paragraph 25(3) of Schedule 3 and approved by the Board;

Minimum Savings Contribution means the amount of the monthly contribution to be paid under the Savings Contract being not less than £10 or such other minimum amount as may be permitted under paragraph 25 of Schedule 3 and approved by the Board from time to time;

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Monthly Contribution means the monthly sum which shall not be less than the Minimum Savings Contribution nor more than the Maximum Savings Contribution which an Option Holder has elected to save under his Savings Contract;

Non-UK Company Reorganisation Arrangement has the meaning given to that term by paragraph 47A of Schedule 3;

Option means a right granted under this Appendix A to subscribe for or purchase Shares, which is for the time being subsisting;

Option Holder means any individual who holds a subsisting Option (including, where the context permits, the legal personal representatives of a deceased Option Holder);

Old Ferguson means Ferguson Holdings Limited, a company incorporated in Jersey with registered number 106605;

Old Ferguson Shares means fully paid ordinary shares in the capital of Old Ferguson;

Participating Company means the Company and each Subsidiary which has been nominated by the Board as a Participating Company for the purposes of this Appendix A;

Relevant Date means:

Relevant Event shall have the meaning given to that term in rule 9.1;

Restriction means a restriction within the meaning given to that term by paragraph 48(3) of Schedule 3;

Savings Contract means a contract under a certified contractual savings scheme, within the meaning of paragraph 24 of Schedule 3, the terms of which must be the same for each participant;

Schedule 3 means Schedule 3 to the Act;

Schedule 3 SAYE Option Scheme has the meaning given to that term by paragraph 49 of Schedule 3;

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Scheme of Arrangement means the Scheme of Arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to introduce a new, Jersey-incorporated holding company to the Group;

Scheme of Arrangement Effective Date means 10 May 2019 being the date on which the Scheme of Arrangement became effective in accordance with its terms;

the Scheme means the Ferguson Group International Sharesave Plan 2019 as may be amended from time to time;

Shares means:

Sharesave Scheme means a sharesave scheme established by the Company or Old Ferguson;

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and Schedule 6 to the UK Companies Act 2006 over which the Company has Control;

Tax Year means the calendar year or, if it would result in a longer period for the exercise of an Option, the 12 month period in respect of which the Participant’s employing company is obliged to pay tax;

Trustee means the trustee or trustees of any employee benefit trust established by the Company;

US Tax means taxation under the rules of the United States of America; and

US Taxpayer means a person who is or becomes subject to US Tax.

1.2 Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine.

1.3 References to any act or statutory instrument of UK Parliament shall include any modification, amendment or re-enactment thereof.

1.4 Notwithstanding any other provisions of this Appendix A, where an Eligible Employee and/or Option Holder is paid salary other than on a monthly basis:

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1.5 This Appendix A is intended to be a Schedule 3 SAYE Option Scheme for the purposes of the Act and Appendix A and any Option granted under it shall be interpreted, operated and administered in a manner that is consistent with that intention and in the case of any conflict between these Rules and the provisions of sections 516, 517 and 519 of and Schedule 3 to the Act (the legislation), the legislation shall prevail.

2.1 The Board may, during a Grant Period, invite all Eligible Employees to apply for Options at the Exercise Price.

2.2 The following individuals are Eligible Employees:

2.3 Subject to the specific provisions contained in these rules, the form, manner and timing of invitations to apply for Options, the number of Shares in respect of which invitations are made on any date and whether the Options will be three, five or seven year Options (or any of them, at the election of Eligible Employees), shall be at the absolute discretion of the Board. The invitation may either state the Exercise Price or (provided a mechanism exists by which the Exercise Price will be determined by the Date of Grant) invite applications by reference to amounts of monthly savings.

2.4 The Exercise Price shall be determined by the Board but shall not be less than the higher of:

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3.1 If an Eligible Employee wishes to apply for an Option he must, within such period (which shall not be less than 14 days) after the Invitation Date as is stated in the invitation, deliver to the Company (or its appointed agent) a duly completed form of application as prescribed by the Board on which the Eligible Employee must have indicated the Bonus Date on which he intends to apply for repayment, together with a duly completed and signed application for a Savings Contract.

3.2 The application for an Option shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected repayment, including any relevant bonus, under the related Savings Contract at the appropriate Bonus Date.

3.3 The Board may treat all late applications as valid unless they are received fewer than three business days before the Date of Grant.

4.1 If valid applications are received for Options over a number of Shares in excess of that which the Board has determined to make available on a particular occasion, the Board may scale down applications, in accordance with the following steps in this rule 4, in such order and combination as the Board may determine (acting fairly and reasonably):

4.2 If the number of Shares available is insufficient to enable an Option based on Monthly Savings Contributions of the Minimum Savings Contribution and the inclusion of no bonus in the repayment under the Savings Contract to be granted to each Eligible Employee making a valid application, the Board may, as an alternative to selecting by lot, determine in its absolute discretion that no Options shall be granted.

4.3 If, in applying the scaling down provisions contained in rule 4.1, Options cannot be granted within the 30 day period referred to in rule 5.2 below, the Board may extend that period by up to 12 days regardless of the expiry of the relevant Invitation Period.

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5.1 No Option shall be granted to any person if at the Date of Grant that person shall have ceased to be an Eligible Employee.

5.2 Following the receipt by the Company of valid applications the Board may, subject to rules 3.3 and 4, on a single date which shall not be later than the thirtieth day after the earliest date by reference to which the Exercise Price was calculated, grant all (but not some) of the Options for which valid application has been made on that occasion by Eligible Employees in consideration of such Eligible Employees agreeing to enter into the Savings Contracts. As soon as practicable thereafter, the Board shall procure the issue of an option certificate or letter of grant to each Eligible Employee who has been granted an Option. If the Shares which are the subject of an Option are subject to any Restriction, the Company shall as soon as practicable after the Date of Grant notify Option Holders of that fact and the details of any such Restriction. No cash payment shall be made for the grant of an Option.

5.3 No Option shall be granted under this Appendix A more than 10 years after the Adoption Date.

6.1 No individual may be invited to apply for, or may be granted, an Option over such number of Shares that the granting of such Option and the entry into the related Savings Contract would result in the infringement of rules 6.2 or 6.3.

6.2 No Eligible Employee may be granted an Option if his Monthly Contributions under the related Savings Contract, when added to the sum of his monthly contributions under any other subsisting Sharesave Scheme, would exceed the Maximum Savings Contribution. Prior to any Invitation Date, the Board may determine that, for the purposes of calculating the limit in this rule 6.2, any monthly contributions under savings contracts entered into in connection with options granted under any other subsisting Sharesave Scheme that the Eligible Employee has cancelled (or which has lapsed pursuant to its terms) before the relevant Bonus Date of such option will be deemed to be monthly contributions being made by such Eligible Employee at the Invitation Date.

6.3 No Option to subscribe for Shares shall be granted under this Appendix A if the result of that grant would be that the aggregate number of Shares that could be issued on the exercise of that Option and any other Options granted at the same time, when added to the number of Shares or Old Ferguson Shares that:

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would exceed 10 per cent. of the ordinary share capital of the Company for the time being in issue.

6.4 Reference in this rule 6 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares. Where Shares are allotted or issued to the Trustee for the purpose of satisfying Options by way of transfer of Shares by the Trustee, that should be treated as an issue of Shares. Where Shares are transferred or to be transferred from treasury under this Scheme or any other employee share scheme, such Shares shall (for so long as it remains a guideline of institutional shareholders) be treated as an issue of Shares.

6.5 In determining the limit set out in rule 6.3, no account shall be taken of any Shares where the right to acquire the Shares has been surrendered, has lapsed or is otherwise forfeit.

7.1 The Monthly Contribution shall be deducted from the Eligible Employee’s net pay on a monthly basis or via such other method of collection to be determined in accordance with the terms of the Savings Contract and with the approval of HMRC.

7.2 If an Option Holder misses more than 12 Monthly Contributions under the Savings Contract, the Option shall lapse. If an Option Holder withdraws monies from his Savings Contract other than with a view to the exercise of a related Option, that Option shall lapse.

7.3 The Savings Contract shall be personal to the Eligible Employee and, regardless of the terms of the Option, any savings arising under it shall be the property of the Eligible Employee concerned.

8.1 Save as otherwise permitted in these rules, an Option may only be exercised:

and, if not exercised, shall lapse at the end of the six month period following the Bonus Date. The Option Holder may exercise an Option by written notice to the Company in such form as the Board may prescribe.

8.2 Every Option granted under this Appendix A shall be personal to the Option Holder and, except to the extent necessary to enable a personal representative to exercise the Option following the death of an Option Holder, neither the Option nor the benefit thereof may be transferred, assigned, charged or otherwise alienated. Any transfer of an Option otherwise than as permitted in this rule 8.2 shall cause the Option to lapse.

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8.3 Where an Option Holder ceases to be a director or employee of a Participating Company before the expiry of six months after the Bonus Date:

he may exercise any outstanding Options within six months of the date on which employment ceased, failing which exercise the Options shall lapse automatically: Provided that the Options may not be exercised more than six months following the relevant Bonus Date; or

8.4 Subject to rule 8.5, if an Option Holder ceases to be a director or employee of a Participating Company before the expiry of six months after the Bonus Date of any outstanding Options by reason of dismissal for gross misconduct, serious breach or non-observance of his contract of employment or failure or refusal to carry out the duties assigned to him thereunder, his Options lapse automatically upon such cessation.

8.5 If an Option Holder dies, such Options may be exercised by his personal representatives at any time within the 12 month period following:

failing which exercise, the Options shall lapse automatically.

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8.6 For the purposes of rule 8.3, an Option Holder shall not be treated as ceasing to be a director or employee of a Participating Company until he ceases to hold an office or employment in the Company or any company over which the Company has Control or any Associated Company.

8.7 Notwithstanding rule 8.1(b), if, at the Bonus Date, an Option Holder’s employing company has ceased to be a Participating Company but is an Associated Company or a company over which the Company has Control, Options may be exercised within (but no later than) six months following the Bonus Date.

8.8 If, before the Option has become exercisable, the Option Holder:

the Option shall automatically lapse.

8.9 If an Option Holder is declared bankrupt or enters into any general composition with or for the benefit of his creditors including a voluntary arrangement under the Insolvency Act 1986, his Options shall automatically lapse.

8.10 An Option may only be exercised with monies as nearly as possible equal to but not exceeding the amount repaid under the related Savings Contract, including any bonus or interest as at the date of repayment. No account shall be taken of any repayment of any contribution the due date of which arises after the date of repayment, or any bonus or interest in respect of that contribution.

8.11 An Option Holder may exercise his Option on one occasion only, in whole or in part, by giving notice in writing to the Company or to such other person (including, for the avoidance of doubt, the Trustee), as the Company may direct in the prescribed form specifying the number of Shares in respect of which the Option is being exercised and enclosing payment in full of the aggregate Exercise Price of those Shares together with evidence of closure of the related Savings Contract. The date of exercise shall be the date of receipt by the Company (or such other person as the Company may direct) of the notice of exercise. If the Option is exercised in respect of some only of the Shares comprised in the Option, the Option in respect of the balance shall thereupon lapse automatically.

8.12 This rule 8.12 shall apply to US Taxpayers. Notwithstanding anything to the contrary contained in the Scheme, an Option Holder who is a US Taxpayer may only exercise an Option within the shorter of any exercise period specified in the rules of this Scheme and the expiry of two and a half calendar months after the end of the Tax Year in which the Option is no longer subject to a substantial risk of forfeiture.

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9.1 This rule 9 applies if:

(each a Relevant Event).

9.2 Where this rule 9 applies and subject to rules 9.3 and 10 below, all outstanding Options may be exercised within six months of the Relevant Date (whether or not the Relevant Event occurs before or within six months of the Bonus Date) provided that an Option may not be exercised more than six months after the relevant Bonus Date. Where this rule 9 applies, any outstanding Options that are not exercised (including as a result of the application of rule 9.3) within six months of the Relevant Date shall lapse automatically and any savings under the relevant Savings Contract relating to such Options shall be returned to the Option Holder save that in the case of any Option which has become exercisable under rule 8.5, such Option shall not lapse under this rule 9.2 on the expiry of the six month period following any of the Relevant Events mentioned in rule 9.1(a), (b), (c) or (e) but shall lapse only on the expiry of the relevant 12 month period under rule 8.5. For the avoidance of doubt, any such Option may lapse on the expiry of the six month period arising under rule 9.1(d) even if this occurs before the expiry of the relevant 12 month period under rule 8.5.

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9.3 Without prejudice to the operation of rule 10, Options shall not be exercisable under the foregoing provisions of this rule 9 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event.

9.4 For the purposes of rule 9.1(a):

9.5 Notwithstanding any provision to the contrary, where this Rule 9 applies or is expected to apply, and in consequence of a Relevant Event mentioned in rule 9.1(a), (b), (c), or (e), the Shares that may be acquired on the exercise of an Option no longer meet, or are not expected to meet, the requirements of paragraphs 17 to 20 (inclusive) and 22 of Part 4 of Schedule 3 the Board may determine that Options may be exercised within a period of 20 days ending on the Relevant Event (conditional upon and with effect from that Relevant Event occurring) or a period of 20 days after the Relevant Event. The Board shall act fairly and reasonably in exercising its discretion under this rule.

10.1 If any company (the acquiring company):

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and notice of a replacement option is given (with the consent of the acquiring company), then, within six months of the Relevant Date, each Option Holder may release any Option granted under this Appendix A which has not lapsed (the old option) in consideration of the grant to him of an option (the new option) which (for the purposes of paragraph 39 of Schedule 3) is equivalent to the old option but relates to shares (which comply with the conditions in paragraphs 18 to 20 (inclusive) and 22 of Schedule 3) in a different company (whether the acquiring company itself or another company falling within paragraph 18(b) or (c) of Schedule 3) (the new grantor).

10.2 The new option shall not be regarded for the purposes of rule 10.1 as equivalent to the old option unless the conditions set out in paragraph 39(4) of Schedule 3 are satisfied and, in relation to the new option, the provisions of this Appendix A shall be construed as if:

10.3 For the purposes of Rule 10.1(a):

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11.1 In the event of any Capital Reorganisation, the Exercise Price, the description (but not the class) of Shares and the number of Shares comprised in an Option may be adjusted in such manner as the Board may determine: Provided that:

11.2 Any adjustment to Options made pursuant to this rule 11 shall be notified to the relevant Option Holder.

Subject to any necessary consents, to payment being made for the Shares and to compliance by the Option Holder with the terms of this Appendix A, not later than 30 days after receipt of any notice of exercise in accordance with rule 8, the Company shall either allot and issue or procure the transfer of Shares to the Option Holder (or to his nominee). The Company shall or, if applicable, shall procure that the Trustee shall (unless the Shares are to be issued in uncertificated form), as soon as practicable, deliver to the Option Holder (or such nominee) a definitive share certificate or other evidence of title in respect of such Shares. Where the Shares are issued or transferred to a nominee of the Option Holder, the Option Holder shall remain the beneficial owner of the Shares.

13.1 All Shares allotted or transferred upon the exercise of an Option shall rank pari passu in all respects with the Shares in issue at the date of exercise save as regards any rights attaching to such Shares by reference to a record date prior to the date of exercise.

13.2 Any Shares acquired on the exercise of Options shall be subject to the articles of association of the Company from time to time in force.

14.1 The Company shall at all times keep available for issue sufficient authorised but unissued Shares to permit the exercise of all unexercised Options under which Shares may be allotted or shall otherwise procure that Shares are available for transfer in satisfaction of the exercise of Options.

14.2 If and so long as the Shares are admitted to listing by the Financial Conduct Authority and admitted to trading on the London Stock Exchange, the Company will, at its expense, apply to the Financial Conduct Authority and to the London Stock Exchange for admission to the Official List (unless listing has already been granted) and for trading, respectively, of Shares allotted on the exercise of any Option.

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The decision of the Board shall be final and binding in all matters relating to this Appendix A and it may at any time discontinue the grant of further Options or amend any of the provisions of this Appendix A in any way it thinks fit: Provided that:

without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of this Appendix A, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees and Option Holders or any member of the Group;

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Any liability of an Option Holder to income tax shall be for the account of the relevant Option Holder.

17.1 Any Participating Company may provide money to the Trustee or any other person to enable them or him to acquire Shares to be held for the purposes of this Appendix A, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law.

17.2 Notwithstanding any other provision of this Appendix A:

By participating in this Appendix A, an Option Holder is deemed to have agreed to the provisions of this Appendix A and in particular, this rule 17.2.

17.3 The existence of any Option shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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17.4 Any notice or other document required to be given under or in connection with this Appendix A may be delivered to an Option Holder or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Company to be appropriate. Notices sent by post shall be deemed to have been given on the day following the date of posting. Any notice or other document required to be given to the Company under or in connection with this Appendix A may be delivered or sent by post to it at its corporate services office at 1020 Eskdale Road, Winnersh, Wokingham RG41 5TS (or such other place or places as the Board may from time to time determine and notify to Option Holders).

17.5 The Company, or where the Board so directs any Subsidiary, shall pay the appropriate stamp duty on behalf of the Option Holders in respect of any transfer of Shares on the exercise of the Options.

17.6 Benefits under this Scheme shall not be pensionable.

17.7 By accepting the grant of an Option, a Participant acknowledges that the Company or any member of the Group may hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them (whether within or outside of the European Economic Area (EEA) and that personal data may also be processed outside the EEA by the Company or any member of the Group or by one or more held or of its or their service providers) for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in accordance with the Company’s Share Plan Data Protection Protocol and applicable law.

17.8 These rules shall be governed by, and construed in accordance with, the laws of England. Unless specifically stated otherwise, each Option Holder, the Company and any other Participating Company or Associated Company submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with this Appendix A.

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Exhibit 10.4

THE FERGUSON GROUP

LONG TERM INCENTIVE PLAN 2019

Approved by a resolution of the Board on 25 April 2019

As amended by an ordinary resolution of the shareholders of the Company in a

general meeting held on 21 November 2019

Approved by an ordinary resolution of the shareholders of the Company on

25 April 2019 and amended by resolution of the Board of the Company on 27 January 2021

CONTENTS

Page I

Page II

RULES OF THE FERGUSON GROUP

LONG TERM INCENTIVE PLAN 2019

1.1 In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

Adoption Date means 25 April 2019;

Award means an award granted under rule 2 in the form of an Option, a Restricted Share Award, a Conditional Award or a Phantom Award as the Committee may determine, which is for the time being subsisting;

Award Certificate means the certificate or any other document issued in respect of the grant of an Award under rule 2.8;

Board means the board of directors of the Company;

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company;

Committee means the Remuneration Committee of the Board or some other duly authorised committee of the Board;

the Company means the company incorporated in Jersey as Ferguson plc, with registered number 128484;

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007 (UK);

Conditional Award means an Award which takes the form of a contingent right to acquire or receive Shares at no or nominal cost;

the Date of Grant means the date on which the Committee grants an Award;

DI means a depositary interest representing an ordinary share in the capital of the Company;

Dividend Equivalents means the payment of a cash sum or delivery of Shares in accordance with rule 10.12;

DRS statement means the direct registration system statement of account representing certificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

DTC means the Depository Trust Company, being the system used to settle trades of uncertificated ordinary shares listed and traded on the relevant United States Stock Exchange held on the Company’s share register maintained in the United States;

Eligible Employee means any employee (including an executive director) of any member of the Group;

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Employees’ Share Scheme has the meaning given by section 1166 of the Companies Act 2006 (UK);

Employer means the Company or any Subsidiary that, with the consent of the Company, participates under this Plan;

Final Value means, in the case of Vested Shares, their aggregate market value calculated by reference to the closing middle-market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) on the relevant Vesting Date;

Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006 (UK);

Grant Period means the period of 42 days commencing on:

the Group means the Company and its Subsidiaries from time to time and the expression member of the Group shall be construed accordingly;

Holding Period means the period specified in the Company’s share ownership guidelines from time to time during which the Participant must retain either the Shares which Vest under an Award (including any Shares delivered in satisfaction of Dividend Equivalents) or, in the case of a Vested but unexercised Option, the Option itself;

Legal Representative means a deceased Participant’s duly appointed legal personal representative, or equivalent representative in jurisdictions other than the UK, as evidenced by such representative to the satisfaction of the Committee;

Listing Rules means the UK Listing Rules published by the Financial Conduct Authority (as amended from time to time);

London Stock Exchange means the London Stock Exchange Plc or any successor body thereto;

Market Abuse Regulation means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (or any equivalent or successor legislation);

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Market Value means in relation to a Share or a Notional Share:

NASDAQ means Nasdaq, Inc. or any successor body thereto;

New York Stock Exchange means New York Stock Exchange, Inc. or any successor body thereto;

Notional Share means a share equal in value to a Share, but having no legal rights attributable to a Share;

Old Ferguson means Ferguson Holdings Limited, a company incorporated in Jersey with registered number 106605;

Option means an Award which takes the form of an option to acquire Shares at either no or nominal cost or at Market Value, to be determined at the discretion of the Committee;

Option Exercise Value means, in relation to an Option, the aggregate market value of the Vested Shares subject to such Option calculated by reference to the closing middle market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange in the case of a DI priced in Pounds Sterling or from the equivalent such records of the relevant United States Stock Exchange in the case of an ordinary share in the capital of the Company priced in US Dollars) on the last date of the relevant exercise period less any exercise price payable per Share on the exercise of such Option, provided that if the calculation produces a negative number, the Option Exercise Value shall be nil;

Participant means an Eligible Employee who has been granted an Award (including, where the context permits, the Legal Representative) which has not lapsed or been surrendered or forfeited;

Performance Condition means the performance condition or conditions imposed as a condition of the Vesting of an Award under rule 3.1;

Phantom Award means an Award which takes the form of a right to call for a cash payment calculated by reference to the Final Value of a Notional Share on the Vesting Date;

the Plan means this Ferguson Group Long Term Incentive Plan 2019 as amended from time to time;

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Relevant Date means:

Relevant Event shall have the meaning given to that term in rule 8.1;

Restricted Shares means Shares subject to a Restricted Share Award which are subject to restrictions in accordance with rule 4;

Restricted Share Award means an award comprising Restricted Shares;

Salary means an Eligible Employee’s annual gross basic salary in respect of his employment with the Group on the Date of Grant of an Award excluding any other benefits or amounts (or if it is expressed in a currency other than sterling, its sterling equivalent calculated on such basis as the Committee may in its discretion determine);

Scheme of Arrangement means the scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991, as amended, to introduce the Company as a new, Jersey-incorporated holding company to the Group;

Scheme of Arrangement Effective Date means 10 May 2019 being the date on which the Scheme of Arrangement became effective in accordance with its terms;

Shares means:

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of, and Schedule 6 to, the UK Companies Act 2006 (or its equivalent under applicable law) over which the Company has Control;

Tax Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which a member of the Group or former member of the Group would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant tax authority;

Termination Date means the date on which a Participant ceases to be an employee of a member of the Group and, for the avoidance of doubt, where the employee dies, shall be taken to mean the date of death;

Trustee means the trustee or trustees of any employee benefit trust established by the Company or any member of the Group;

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United States Stock Exchange means the New York Stock Exchange, NASDAQ or such other recognised stock exchange in the United States, on which the Shares are listed;

Vest means (i) in the case of an Award granted in the form of an Option, when the Option becomes exercisable, or (ii) in the case of an Award granted in the form of a Restricted Share Award, when the Restricted Shares cease to be subject to forfeiture, or (iii) in the case of an Award granted in the form of a Conditional Award, when the Participant becomes entitled to have the Shares which are the subject of the Conditional Award transferred to him, or (iv) in the case of an Award granted in the form of a Phantom Award, a Participant becoming entitled to call for a cash sum in accordance with rule 10.10, and Vesting and Vested shall be construed accordingly;

Vesting Date means the date on which an Award (or part thereof) Vests which, save as provided for in these rules, shall not be earlier than the third anniversary of the Date of Grant;

Vesting Period means the period from the Date of Grant to the Vesting Date; and

Vested Shares means those Shares, Notional Shares or Restricted Shares in respect of which an Award has Vested.

1.2 Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine.

1.3 References to any act or statutory instrument of UK Parliament or the legislative bodies of Jersey, the United States of America or the European Union (the EU) shall include any modification, amendment or re-enactment thereof (and shall, in respect of any EU legislation, include any UK legislation enacted in replacement thereof following the UK’s departure from the EU).

2.1 Subject to the provisions contained in these rules, the Committee may, during a Grant Period, grant Awards to Eligible Employees selected for participation by the Committee in its discretion on such terms as it shall in its absolute discretion determine. No consideration shall be payable for the grant of an Award. When the Committee grants an Award, it shall decide whether the Award will take the form of an Option, a Restricted Share Award, a Conditional Award or a Phantom Award. An Eligible Employee may be granted any form of Award or any combination of Awards.

2.2 Individual Limit. The maximum total Market Value of Shares over which Awards may be granted to any Eligible Employee in respect of any Financial Year of the Company is 350 per cent. of his Salary.

2.3 Method of satisfying Awards. An Award, other than a Phantom Award, may be satisfied by the issue of Shares, the transfer of Shares from treasury, or by the transfer of Shares purchased on the market including from an employee benefit trust.

2.4 Scheme Limit. No Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting or, in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:

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would exceed 10 per cent. of the ordinary share capital of the Company for the time being in issue.

2.5 No Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting or, in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:

would exceed 5 per cent. of the ordinary share capital of the Company for the time being in issue.

2.6 Reference in this rule 2 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury shall also count towards the percentage limits set out in rules 2.4 and 2.5 above for so long as institutional shareholder guidelines recommend this.

2.7 In determining the above limits no account shall be taken of any Shares attributable to an Award which was released, lapsed or otherwise became incapable of Vesting.

2.8 Award Certificate. The Committee may, in its absolute discretion, enter into a deed poll recording its intention to grant Awards and agreeing to be bound by the Award Certificates issued pursuant to this rule 2.8. As soon as reasonably practicable following the Date of Grant, the Committee shall procure the issue of an Award Certificate in respect of the Award and send it to the Participant. If the Committee has not entered into a deed poll prior to the granting of the Awards, the Committee shall procure that the Award Certificates are issued under the seal of the Company or otherwise to take effect as a deed. An Award Certificate shall state:

2.8.1 whether the Award will take the form of an Option, a Restricted Share Award, a Conditional Award or a Phantom Award;

2.8.2 if the Award is granted subject to the terms of Appendix A – the U.S. Rules;

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2.8.3 the name of the Eligible Employee receiving the Award;

2.8.4 the Date of Grant of the Award;

2.8.5 whether an Award will be granted in respect of ordinary shares or DIs;

2.8.6 the number of Shares or Restricted Shares (or, in the case of an Award granted in the form of a Phantom Award, Notional Shares) comprised in the Award;

2.8.7 the exercise price payable by the Participant on exercise of the Award (if any);

2.8.8 the Vesting Date or Dates which shall not be later than the tenth anniversary of the Date of Grant;

2.8.9 if more than one Vesting Date is specified, the number or proportion of the Shares comprised in an Award which will ordinarily Vest on each of the specified Vesting Dates;

2.8.10 the Performance Condition applicable to the Award;

2.8.11 whether Dividend Equivalents should be paid in respect of an Award;

2.8.12 whether the Participant has an obligation to enter into an agreement, election or arrangement including, without limitation, pursuant to rule 10.14;

2.8.13 details of the Holding Period that shall apply to the Award; and

2.8.14 details of the clawback and malus terms that apply to an Award.

The Committee may require a Participant to sign and return within a specified period a copy of the Award Certificate or other document acknowledging his agreement to be bound by the terms of the Plan and may determine that a Participant’s failure to do so within the specified period shall cause the Award to lapse and shall be treated as if it had never been granted.

Subject thereto, an Award Certificate shall be in such form as the Committee may determine from time to time.

2.9 Duration of Plan. An Award may not be granted:

2.9.1 earlier than the Adoption Date; nor

2.9.2 later than the tenth anniversary of the Adoption Date.

2.10 Non-transferability and bankruptcy. An Award shall be personal to a Participant and shall not (except to the extent necessary to enable a Legal Representative to realise the Award following the death of a Participant) be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award or if he is declared bankrupt.

2.11 Right to Renounce Awards. A Participant may, by notice in writing to the Company within thirty days after the Date of Grant, renounce (in whole but not in part) his rights under the Award. In such a case, the Award shall to that extent be treated, for the purpose of the Plan, as never having been granted. No consideration shall be due for any such renunciation.

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2.12 Approvals and consents. The grant of an Award shall be subject to obtaining any approval or consent required under the Listing Rules, the Market Abuse Regulation or any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other UK or overseas regulation or enactment related to the grant of Awards to Eligible Employees in the jurisdictions in which they are resident.

2.13 Overseas Countries. The Committee may adopt Appendices setting out specific requirements or terms in relation to Awards granted to Eligible Employees in particular countries if that is necessary or desirable to take account of local tax, exchange control or securities laws in such countries.

3.1 The Committee shall impose Performance Conditions which must be satisfied in order for an Award to Vest. Unless the Committee determines otherwise, the Performance Conditions set out in Schedule 1 to this Plan shall apply.

3.2 The Committee can set different Performance Conditions for Awards granted in different years (in terms of the type of condition, the weighting given to that condition and the targets applicable to each condition) provided that, in the reasonable opinion of the Committee, the Performance Conditions for Awards granted in one year is not materially less challenging than the Performance Conditions for Awards granted in any other year.

3.3 The Committee may vary the Performance Conditions applying to existing Awards if an event occurs or there are circumstances (for example, an acquisition or disposal of a business or a significant part of a business) such that the condition is no longer a fair measure of performance provided that, in the reasonable opinion of the Committee, the new condition is not materially less challenging than the original condition would have been but for the event or circumstances in question.

3.4 The Committee shall, as soon as reasonably practicable, notify a Participant of any substitution or variation of the Performance Conditions.

4.1 If an Award takes the form of a Restricted Share Award, the Restricted Shares subject to the Award shall, except to the extent that the Award has Vested, be subject to such restrictions on the transfer, assignment, sale, pledge, charge or other disposal of the Restricted Shares during the Vesting Period as the Committee may prescribe and an Eligible Employee may be required to enter into an irrevocable agreement with the Company and, if necessary, the Eligible Employee’s Employer, in such form as the Committee may prescribe which may include an agreement by the Eligible Employee:

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4.2 If the Eligible Employee does not enter into any required agreement either before the Date of Grant or within such period after the Date of Grant as the Committee may specify, the Award shall not be granted or if it has been granted, such grant shall be ineffective.

4.3 On or before the Date of Grant for an Award which takes the form of a Restricted Share Award, the Company shall transfer or procure the transfer to the Participant or his nominee or such other person as the Committee may determine the number of Restricted Shares which are subject to the Award.

4.4 To the extent that an Award which takes the form of a Restricted Share Award Vests, any restrictions referred to in rule 4.1 shall cease to have effect in relation to the Shares subject to that Award.

4.5 Notwithstanding that the Award has not Vested, a Participant shall be entitled to receive any dividends paid on Restricted Shares in the period between the Date of Grant and the Vesting Date.

5.1 Timing of Vesting. Subject to rules 6, 7, 8 and the satisfaction of the Performance Condition, an Award (or part thereof) shall Vest on the Vesting Date.

5.2 Holding Period. A Participant shall take such steps as the Committee may reasonably require to satisfy the Committee as to the Participant’s observance of the Holding Period. For the avoidance of doubt, in circumstances where Participants are offered and accept a replacement Award in accordance with Rule 9, the new award (as defined in rule 9.1) shall be subject to the Holding Period at such time as it Vests.

6.1 Death. If a Participant dies, Awards granted to him will Vest on the Termination Date in accordance with rule 6.4.

6.2 Other Leavers. Where a Participant ceases to be an Eligible Employee at any time before the Vesting Date applicable to his Award by reason of:

his Award shall continue, and will Vest on the original Vesting Date in accordance with rule 6.3, save that the Committee may determine that an Award shall instead Vest on the Termination Date in accordance with rule 6.4. Where an Award is subject to more than one Performance Condition, the Committee may treat each discrete part of the Award that is subject to a particular Performance Condition as a separate Award with the result that the Committee may determine that part of an Award shall continue and Vest on the original Vesting Date in accordance with rule 6.3 and that part of an Award shall Vest on the Termination Date.

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6.3 Delayed Vesting. Where, by reason of rule 6.2, an Award Vests in accordance with this rule 6.3, the number of Vested Shares shall be determined by the Committee by reference to:

6.4 Immediate Vesting. Where, by reason of rule 6.1 or rule 6.2, an Award Vests in accordance with this rule 6.4 the number of Vested Shares shall be determined by the Committee by reference to:

6.5 If a Participant ceases employment in any circumstances other than those described at rules 6.1 or 6.2, his unvested Awards shall lapse automatically on the Termination Date.

6.6 Meaning of ceasing employment. For the purposes of this rule 6, a Participant shall not be treated as ceasing to be an Eligible Employee until he ceases to be employed by or hold office with the Company or any member of the Group. The reason for the termination of employment of a Participant shall be determined by reference to rule 6.1 and 6.2 regardless of whether such termination was lawful or unlawful (and howsoever caused).

7.1 Notwithstanding any other rule of the Plan, if one or more of the circumstances set out in rule 7.2 occur, the Committee may: (a) at any time, (where the circumstances fall within rule 7.2.4 below); or (b) prior to the fifth anniversary of the Date of Grant in all other circumstances, determine (acting fairly and reasonably having taken into account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to any one or more Participants:

7.1.1 reduce (including to nil) the number of Shares, Notional Shares or Restricted Shares in respect of which any future Award is granted to a Participant; or

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7.1.2 reduce (including to nil) the cash amount payable under an unvested Award held by a Participant or the number of Shares, Notional Shares or Restricted Shares under an unvested Award and/or the number of Shares and/or Dividend Equivalents under a Vested but unexercised Option held by a Participant, by such amount and/or such number as the Committee considers appropriate in the circumstances; or

7.1.3 in relation to a Vested Award, require a Participant to pay to the Company or such other person as the Company may direct within 30 days of a written demand from the Company such number of Shares or such monetary amount with a value to be determined in the Committee’s absolute discretion provided such value on the date of demand is no greater than the value of the Vested Shares and Dividend Equivalents under Award at the Vesting Date, less any amount paid by or in respect of the Participant in respect of a Tax Liability incurred as a result of the Vesting of the relevant Award (except to the extent the Participant is able to recover amounts paid in respect of such Tax Liability).

7.2 The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under rule 7.1 are the following:

7.2.1 a material financial misstatement of the Company’s audited financial accounts (other than as a result of a change in accounting practice);

7.2.2 conduct by a Participant which results in or is reasonably likely to result in significant reputational damage to the Company;

7.2.3 the negligence or gross misconduct of a Participant; or

7.2.4 fraud effected by or with the knowledge of a Participant.

7.3 If the Committee decides to exercise its discretion under this rule 7, it shall confirm this in writing to each affected Participant.

7.4 For the purposes of these rules, if the Committee decides to exercise its discretion under Rule 7.1.2 before an Award Vests:

7.4.1 the Award shall be deemed to have been granted over the reduced number of Shares, Notional Shares or Restricted Shares (as the case may be); and

7.4.2 any subsequent Vesting of the Award shall be determined by reference to this reduced number of Shares, Notional Shares or Restricted Shares,

save that if the number of Shares, Notional Shares or Restricted Shares is reduced to nil, the Award shall be treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any cash amount, Dividend Equivalents, Shares, Notional Shares or Restricted Shares.

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8.1 This rule 8 applies if:

(each a Relevant Event).

8.2 Where this rule 8 applies and subject to rules 8.3, 8.4 and 9 below, all outstanding Awards will automatically Vest and, in the case of an Award granted in the form of an Option shall be automatically exercised on the Relevant Date provided that any exercise price payable by the Participant on exercise is equal to or less than the relevant offer price or consideration (as determined by the Committee). Where this rule 8 applies, and subject to rules 8.3, 8.4 and 9 below, any outstanding Awards granted in the form of Options that are not exercised on the Relevant Date shall lapse automatically.

8.3 Proportion of Award that Vests. The number of Shares in respect of which the Award Vests shall be determined by the Committee by reference to:

8.4 Without prejudice to the operation of rule 9, Awards shall not Vest or be exercised without the consent of the Committee under the foregoing provisions of this rule 8 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Committee determines otherwise in its absolute discretion, an Award will in such circumstances be exchanged for an equivalent award in accordance with rule 9 below and notice of a replacement award shall be issued to each affected Participant accordingly.

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9.1 If any other business entity (the acquiring company):

and the acquiring company notifies Participants of an offer of a replacement Award, then, on the Relevant Date, for any Award which has not lapsed (the old award) a Participant may elect to release and accept in consideration of that release an award (the new award) which (in the opinion of the Committee) is equivalent to the old award but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor).

9.2 The provisions of the Plan shall be construed as if:

9.3 The Committee may make such adjustments to the Performance Condition applicable to the new award as it, in its absolute discretion, considers appropriate.

9.4 Subject to rule 8.4, if notice is given by an acquiring company under rule 9.1 and a Participant does not elect to release an old award and accept in consideration for that release a new award, the old award will vest and be exercised in accordance with rule 8.2.

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10.1 Options. On the Vesting of an Award which takes the form of an Option the Participant may, subject to any shorter period imposed pursuant to the Plan or the Award Certificate, exercise the Option over some or all of the Vested Shares during the period to the tenth anniversary of the Date of Grant.

10.2 If the Award has Vested due to a Participant’s death or if the Participant dies during the exercise period specified in rule 10.1 above, the Award may be exercised by the Legal Representative during the period of 12 months following the date of death.

10.3 If the Award has Vested in accordance with rules 6.2 or 8.2, the Award may be exercised during the period of 6 months following the Vesting Date.

10.4 If a Participant ceases employment in any circumstances other than those described at rules 6.1 or 6.2, his Awards may be exercised in respect of Vested Shares during the period of three months following the Termination Date.

10.5 If, during the period in which an Option may otherwise be exercised under these rules, the Participant is subject to any dealing restrictions under the Listing Rules, the Market Abuse Regulation or any relevant share dealing code of the Company, the applicable period shall be suspended until such later date as those dealing restrictions lift provided that no Option may be exercised more than 10 years after its Date of Grant. Subject to rules 10.11, 10.12, 10.15 and any arrangements to give effect to the Holding Period in accordance with rule 5.2, the Company shall procure the issue or transfer of the Vested Shares to the Participant (or his nominee) as soon as reasonably practicable after the exercise date and in any event not later than 30 days thereafter.

10.6 If a Participant has not exercised his Option before the end of the relevant period mentioned in rules 10.1 to 10.4, the following provisions shall apply:

10.7 The Participant may exercise a Vested Option by written notice to the Company in such form as the Committee may prescribe.

10.8 Conditional Awards. On the Vesting of an Award which takes the form of a Conditional Award a Participant need take no action and the Company shall, subject to rules 10.11, 10.12, 10.15 and any arrangements to give effect to the Holding Period in accordance with rule 5.2, procure the issue or transfer of the Vested Shares to the Participant (or his nominee) as soon as reasonably practicable after the Vesting Date and in any event no later than 30 days thereafter. If the Award has Vested due to a Participant’s death or if the Participant dies during the 30 day period the Shares shall be issued or transferred to the Legal Representative as soon as reasonably practicable after the date of death.

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10.9 Restricted Share Awards. On the Vesting of an Award which takes the form of a Restricted Share Award the Shares shall cease to be subject to all restrictions and any agreement applying to the Restricted Shares shall cease to have effect. For the avoidance of doubt, the Participant shall be required to comply with arrangements in respect of such Shares to give effect to the Holding Period in accordance with rule 5.2.

10.10 Phantom Awards. On the Vesting of an Award which takes the form of a Phantom Award, the Committee shall pay, or procure the payment of, a cash sum to the Participant equal to the Final Value of the Vested Notional Shares to which the Phantom Award relates subject to such deductions for any Tax Liability as are required by applicable law. The Committee may in its discretion pay or procure payment of the cash sum in sterling or the equivalent in a Participant’s local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine). The cash sum will be paid as soon as reasonably practicable following the Vesting Date.

10.11 Restrictions on Vesting. An Award shall not Vest unless and until the issue or transfer of Shares (if relevant) after such Vesting would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment related to the Vesting of an Award in the jurisdictions in which the relevant Participant is resident for tax purposes.

10.12 Dividend Equivalents. Where the Committee has at the Date of Grant determined that Dividend Equivalents shall be paid, within the period of 30 days following the Vesting Date, the Company shall either:

in either case having a value equal to the sum of the dividends that the Participant would have received had the Participant held Vested Shares throughout the period between the Date of Grant and the Vesting Date. An amount equivalent to the Tax Liability may be deducted from such payment or delivery of Shares. This rule shall not apply in respect of any super dividend, dividend in specie or other distribution paid by the Company (each being a Distribution) which would otherwise materially affect the value of an Award and for which an Award is adjusted pursuant to rule 12. For the purpose of this rule 10.12 and rule 12, a Distribution shall not materially affect the value of an Award or attract dividend equivalents if the Company undertakes a share consolidation in conjunction with the Distribution that has the effect that the Market Value of a Share before and after the Distribution is substantially equivalent.

10.13 Payment of Tax Liability. Any liability of a Participant to taxation or social security contributions shall be for the account of the relevant Participant and the issue or transfer of Vested Shares subject to a Participant’s Vested Award shall be conditional upon the Participant having discharged the amount required to satisfy the Tax Liability which arises on Vesting or exercise to the satisfaction of the Company, or otherwise having complied with any arrangements specified by the Company to

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secure that such Tax Liability is satisfied including irrevocably authorising the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting or exercise (as applicable) of his Award on his behalf to ensure that any relevant member of the Group or former member of the Group receives the amount required to discharge the Tax Liability which arises as a result of the Vesting or exercise of his Award and by participating in the Plan a Participant is deemed to have given such authorisation.

10.14 Elections. A Participant shall enter into any agreement, election or arrangement which the Committee may consider appropriate within such period as may be specified by the Committee, in relation to or in connection with any liability to income tax or social security contributions (including, if permitted under local law, any employer’s social security contributions) in respect of the Participant’s Award or the Shares subject to his Award. For example, but without limitation, the Committee may require Participants who are resident in the UK for tax purposes to enter into an agreement or election pursuant to paragraphs 3A or 3B of Schedule 1 to the UK Social Security Contributions and Benefits Act 1992 or a joint election under Section 431 of the UK Income Tax (Earnings and Pensions) Act 2003 by the fourteenth day following the acquisition of any Shares by the Participant.

10.15 Cash settlement. If for any reason the Committee considers that it is impractical or legally onerous to deliver Shares in satisfaction of a Vested Award, it may instead pay or procure the payment to the Participant of a cash sum equal to the Final Value of the Vested Shares, subject to such deductions for any Tax Liability required by applicable law. The Committee may in its discretion pay or procure the payment of any cash sum in sterling or the equivalent in a Participant’s local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine).

11.1 The rights and obligations of a Participant under the terms and conditions of employment shall not be affected by his participation in the Plan or any right he may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of his employment with any member of the Group (or former member of the Group if applicable) for any reason whatsoever (whether lawfully or unlawfully) insofar as those rights arise, or may arise from his ceasing to have rights under or be entitled to exercise any Award under the Plan, as a result of such termination or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this rule 11 and the Participant’s terms of employment, this rule shall take precedence.

11.2 Notwithstanding any other provision of the Plan:

11.2.1 the Plan shall not form part of any contract of employment between the Company or any Subsidiary and a Participant;

11.2.2 no Eligible Employee has any right to be granted an Award and the fact that an Eligible Employee may have participated in the Plan and/or been granted an Award under the Plan shall not entitle any Eligible Employee to future participation or grants;

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11.2.3 the benefit to a Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him) shall not form any part of his contractual remuneration or benefits or count as his contractual remuneration or benefits for any purpose and shall not be pensionable;

11.2.4 nothing in the Plan shall in any way be construed as imposing upon any member of the Group a contractual obligation as between the member of the Group and a Participant to contribute to the Plan; and

11.2.5 by accepting the grant of an Award and not renouncing it a Participant is deemed to have agreed to the provisions of the Plan and in particular, this rule 11.2.

12.1 In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend, dividend in specie or other distribution paid by the Company which would otherwise materially affect the value of an Award), the price payable by a Participant on Vesting (or exercise of an Option) (if any), the description of Shares, Notional Shares or Restricted Shares and the number of Shares, Notional Shares or Restricted Shares comprised in an Award may be adjusted in such manner as the Committee may determine. Any adjustment to Awards made pursuant to this rule 12 shall be notified to the relevant Participant.

13.1 Committee responsible for administration. The decision of the Committee shall be final and binding in all matters relating to the Plan and it may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit, provided that:

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