RS Group PLC

Proxy Solicitation & Information Statement • Jun 14, 2022

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 14 July 2022

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: www.rsgroup.com/investors

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 July 2022 at 12.00 noon.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0199 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Control Number: 917826

PIN: SRN:

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 0199 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

			*
	I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of RS Group plc to be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on 14 July 2022 at 12.00 noon, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X
				Vote		inside the box as shown in this example.			Vote
1.	Ordinary Resolutions To receive the Company's accounts and the reports of the Directors and the Auditors for the year ended 31 March 2022.	For	Against	Withheld	13. To re-elect David Sleath as a Director.		For	Against	Withheld
2.	To approve the 2022 Directors' Remuneration Policy as set out on page 113 to 118 of the 2022 Annual Report.				14. To re-elect Joan Wainwright as a Director.
3.	To approve the Directors' Remuneration Report as set out on pages 108 to 129 of the 2022 Annual Report (excluding the Directors' Remuneration Policy as set out on pages 113 to 118 of the 2022 Annual Report).				15. To reappoint PricewaterhouseCoopers LLP as Auditors of the Company from the conclusion of the AGM.
4.	To declare a final dividend recommended by the Directors of 11.6p per ordinary share for the year ended 31 March 2022.				16. To authorise the Audit Committee to agree the remuneration of the Auditors.
5.	To elect Alex Baldock as a Director.				17. To provide limited authority to make political donations and to incur political expenditure.
6.	To elect Navneet Kapoor as a Director.				18. To authorise the Directors power to allot shares.
7.	To re-elect Louisa Burdett as a Director.				Special Resolutions 19. To authorise the Directors power to dissapply pre-emption rights for up to 5% of Issued Share Capital.
8.	To re-elect David Egan as a Director.				20. To authorise the Directors power to dissapply pre-emption rights for an additional 5% of Issued Share Capital.
9.	To re-elect Rona Fairhead as a Director.				21. To authorise the Company to make market purchases of its own ordinary shares.
	10. To re-elect Bessie Lee as a Director.				22. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
	11. To re-elect Simon Pryce as a Director.				Ordinary Resolution 23. To approve the 2022 Long Term Incentive Plan.
	12. To re-elect Lindsley Ruth as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 7 9 3 0 5 E L T