ADR rights issue fact sheet

1. What was the share reorganisation? Why was the ADR ratio changed?

Wolseley plc conducted a corporate transaction in April 2009 which: - Reorganised its ordinary share capital. - This meant that each 25 pence ordinary became one 10 pence ordinary share and the shares were consolidated on a 10 for 1 basis (so that for every 10 ordinary shares previously held, now equalled 1 new ordinary share). - The ADR ratio which previously was 1 ADR = 1 Ordinary Share, had to be changed 1 th following the share consolidation. Now 1 ADR = /10 New Ordinary Share.

2. What was the Rights Issue?

Wolseley plc offered existing shareholders the ‘right’ to buy more shares at a discounted price (in relation to existing shareholding – eg. for every 5 shares held, shareholders could buy 11 new shares).

The offer was not registered in the US (due to securities restrictions) so US resident shareholders were, generally, unable to participate in the rights issue (ie. were not allowed to take part and could not buy more Wolseley plc shares at the discounted price).

“Rights” could be traded separately from the Ordinary Shares and so each “right” had a value. Those “rights” which were not accepted by shareholders or could not be taken up by US shareholders, were then sold. For “rights” sold by The Bank of New York Mellon, this value is equal to $2.09 per ADR held.

As the “rights” were trading separately from the Ordinary Shares between April 3 rd and April 21 st , the market value of ADRs increased.

3. When did all this happen?

March 6, 2009 - Wolseley plc announced this transaction. For US securities reasons, this information could not be made into the United States. April 1, 2009 - Shareholders of Wolseley plc voted in favour of the transactions at the General Meeting held. - Rights Issue record date (if you held Ordinary Shares on this day and you were not restricted from participation (eg. US securities reasons), you could take part in the rights issue). April 2, 2009 - Capital reorganisation and ADR ratio change took place. April 3, 2009 - Rights issue offered to eligible shareholders. As all ADRs are held by the Bank of New York Mellon (the depositary), they were issued with the shareholder notification on behalf of all ADR holders. - ADRs started to trade “due bills” (with rights attached – this means that if you sold your ADRs you were also selling any rights too). April 21, 2009 - End of Rights issue trading period. April 22, 2009 - Bank of New York Mellon sells all “Rights” in respect of all ADR held as at April 1 st , on behalf of all registered ADR holders. This is equal to $2.09 per ADR held. May 4, 2009 - Bank of New York Mellon payment date for amounts “in lieu of rights’. May 5, 2009 - ADR record date for payments. Bank of New York Mellon pays out $2.09 per ADR to all registered holders with ADRs on this date. - ADRs re-priced and begin to trade at UK equivalent price (eg. the price is adjusted and is lower than the price between April 3 and May 4). May 2009 - Brokers (eg. Wells Fargo, Wachovia, UBS, etc) who hold the ADRs which are registered with the Bank of New York Mellon on behalf of individuals receive cheque directly for all of the holdings. These brokers then issue them to each of the beneficial ADR holders (individuals, associates, etc).

4. Why have I received a cheque? Why have I not received a cheque? Why is this subject to tax?

If you held ADRs on May 4 th then you will be eligible to receive $2.09 per ADR. This is because you were not able to take part in the rights issue for SEC securities reasons, so the Bank of New York Mellon sold those “rights” on your behalf. The amount achieved, after costs, is $2.09 per ADR.

If you have not received a cheque, then this means that you did not hold any ADRs on the US record date of May 4 th . If you sold or transferred your ADRs between April 2 nd and May 4th , you also sold/transferred any rights with the ADRs. This means that whoever you sold or transferred the ADRs to, will now receive the $2.09 per ADR.

As the funds are classed as “income”, the amount received is taxable.

5. How has this changed my shareholding?

If you previously held 100 ADRs before this transaction, you still hold 100 ADRs.

The only change is that these 100 ADRs previously equalled 100 Ordinary Shares. Your 100 ADRs now equal 10 New Ordinary Shares.

Example:

1 April 2009 - Mr Jones held 100 ADRs, which equalled 100 ordinary shares trading at £2.46 2 April 2009 Share consolidation. 100 ADRs now equals 10 ordinary shares trading at £24.60

The market price of Wolseley plc shares and ADRs has changed.