RS Group plc

Results of Annual General Meeting

Following the annual general meeting held today at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, RS Group plc (the 'Company') announces that all resolutions put to shareholders at that meeting were duly passed by the requisite majorities. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions. Resolutions 16 to 19 (inclusive) were passed as special resolutions. A poll was held on each of the resolutions proposed.

The results of the poll are as follows:

Voted For

Votes Against

Total Votes

(Incl. Chair's discretion)

Cast (excl.

Votes

Votes

Withheld*

Resolution

Votes

% of

Votes

% of

Withheld)

Votes

Votes

1

Receive Annual Report

386,474,848

100.00%

4,493

0.00%

386,479,341

5,374,905

and Accounts for 2023

Approve Directors'

2

Remuneration Report for

233,063,776

61.59%

145,370,019

38.41%

378,433,795

13,417,931

2023

3

Approve Final Dividend

391,599,224

99.94%

248,644

0.06%

391,847,868

6,378

for 2023

4

Re-elect Alex Baldock

371,844,233

95.07%

19,278,915

4.93%

391,123,148

731,078

5

Re-elect Louisa Burdett

371,558,557

95.00%

19,564,590

5.00%

391,123,147

731,079

6

Re-elect Rona Fairhead

388,891,633

99.86%

539,548

0.14%

389,431,181

2,423,045

7

Re-elect Navneet Kapoor

391,557,658

99.93%

263,793

0.07%

391,821,451

31,775

8

Re-elect Bessie Lee

391,536,287

99.93%

288,577

0.07%

391,824,864

29,362

9

Re-elect Simon Pryce

391,576,939

99.94%

241,934

0.06%

391,818,873

35,353

10

Re-elect David Sleath

371,588,804

95.01%

19,533,614

4.99%

391,122,418

731,808

11

Re-elect Joan Wainwright

359,090,807

91.75%

32,290,313

8.25%

391,381,120

473,106

12

Reappoint PwC as

390,742,464

99.73%

1,066,533

0.27%

391,808,997

30,229

Auditor

13

Agree remuneration of the

391,701,570

99.97%

116,631

0.03%

391,818,201

21,025

auditor

Limited authority to make

14

political donations and to

373,888,864

95.43%

17,908,037

4.57%

391,796,901

56,782

incur political expenditure

15

Authority to allot shares

362,853,596

92.61%

28,962,660

7.39%

391,816,256

37,970

16

Authority to disapply pre-

388,114,045

99.06%

3,686,667

0.94%

391,800,712

53,514

emption rights up to 5%

Authority to disapply pre-

17

emption rights for

378,232,167

96.54%

13,566,176

3.46%

391,798,343

55,883

additional 5%

18

Authority to purchase own

391,080,929

99.82%

716,275

0.18%

391,797,204

57,022

shares

19

Notice Period for General

367,212,213

93.72%

24,620,625

6.28%

391,832,838

21,388

Meetings

The RS Group Board is pleased to note that all resolutions were passed with the requisite majority votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.

The Board notes the outcome of the shareholder vote on resolution 2 (the Directors' Remuneration Report for 2023). With particular reference to the 2022 Remuneration Policy and its implementation, the Committee has valued the opportunity to engage extensively with shareholders on matters relating to executive remuneration, in order to understand and address their perspectives and any concerns. It intends to maintain this open and transparent dialogue over the coming months and in the future. We recognise that executive pay is a topic which can attract strong and often differing opinions amongst investors and we will therefore continue to seek an approach which is balanced, fair, and supports the delivery of the Company's long-term strategy. In accordance with the UK Corporate Governance Code we will publish an update on further engagement within six months of the date of this AGM.

Notes

The full text of the resolutions, along with the explanatory notes, is set out in the Notice of Meeting, which is available on the Company's website: rsgroup.com

The total number of shares in issue on Thursday, 13 July 2023 was 473,413,515 ordinary shares in the Company. A total of 82.8% of the share capital was voted.

*Ordinary shareholders are entitled to one vote per share. A "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

In accordance with Listing Rule 9.6.2., a copy of the Resolutions relating to Special Business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Clare Underwood

Company Secretary

13 July 2023

LEI: 549300KVXDURRKVW7R37

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RS Group plc published this content on 13 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 July 2023 13:39:01 UTC.