Governance

The Company places considerable importance on communication with its shareholders, including its employee shareholders. The Group Chief Executive and Chief Financial Officer are closely involved in investor relations and a senior executive has day-to-day responsibility for such matters. The views of our major shareholders are reported to the Board by the Chief Financial Officer and by the Chairman and are discussed at its meetings. The Annual Report and Accounts are available to all shareholders either in paper form or electronically and can be accessed via the Company's website at www.wolseley.com. or via Shareview, an internet service offered by the Company's Registrars, as detailed in Shareholder information.

The Company has regular dialogue with institutional shareholders and meetings with shareholder representatives and promotes communications with private shareholders through attendance at the Annual General Meeting. Contact with institutional shareholders and with financial analysts, brokers and the media is controlled by written guidelines to ensure the protection of sensitive information which could affect the Company's share price and which has not already been made generally available to the Company's shareholders. Contact is also maintained, when appropriate, with shareholders to discuss overall remuneration plans and policies. The Chairman also ensures that the Board maintains an appropriate dialogue with shareholders and, although the Non Executive Directors are not formally asked, at present, to meet the Company's shareholders, their attendance at presentations of the preliminary and interim results is encouraged. The Group's preliminary and interim results, as well as all announcements issued to the London Stock Exchange, are published on the Company's website, www.wolseley.com. The Company issues regular trading updates to the market and these, together with copies of presentations to analysts and interviews with the Group Chief Executive and Chief Financial Officer, are also posted on the Company's website. The Notice of the Annual General Meeting is circulated to all shareholders at least 20 working days before such meeting and it is Company policy not to combine resolutions to be proposed at general meetings. All shareholders are invited to the Company's Annual General Meeting at which they have the opportunity to put questions to the Board and it is standard practice to have the Senior Independent Director and the chairmen of the Audit, Nominations and Remuneration Committees available to answer questions. The proxy votes for and against each resolution, as well as abstentions which may be recorded on the proxy form accompanying the Notice of Meeting, are counted before the Annual General Meeting and the results are made available at the meeting after shareholders have voted on each resolution on a show of hands. The results are also announced to the London Stock Exchange and are published on the Company's website shortly after the meeting.

Annual General Meeting resolutions

The resolutions to be proposed at the Annual General Meeting to be held on 18 November 2008, together with explanatory notes, appear in the Notice of Annual General Meeting which has been posted to each shareholder. This document is also available on the Company's website at www.wolseley.com.

On behalf of the Board
Richard Shoylekov
Group Company Secretary and General Counsel
Wolseley plc, Registered No. 29846
Theale, Reading
22 September 2008

Directors' responsibility statement

The Directors are responsible for preparing the Annual Report, the Remuneration report and the financial statements in accordance with applicable law and regulations. UK company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards ('IFRSs'), as adopted by the European Union, and the parent Company financial statements and the Remuneration report in accordance with applicable law and United Kingdom Accounting Standards (UK GAAP). The Group and parent Company financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing the financial statements the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Group financial statements comply with IFRSs, as adopted by the European Union, and with regard to the parent company financial statements that applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the Group and parent Company financial statements on the going concern basis.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the Group financial statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation and the parent Company financial statements and the Remuneration report comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.