RS Group PLC

AGM Information • Jul 11, 2024

---

title: Electrocomponents Plc – Annual General Meeting
author: RS Components
date: 2024-07-11 13:55:00+00:00

---

RS Group plc

Results of Annual General Meeting

Following the annual general meeting held today at the offices of Allen Overy Shearman Sterling 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 16 (inclusive) were passed as ordinary resolutions. Resolutions 17 to 20 (inclusive) were passed as special resolutions. A poll was held on each of the resolutions proposed.

The results of the poll are as follows:

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.

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, 11 July 2024 was 474,034,527 ordinary shares in the Company. A total of 91.03% 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

11 July 2024

|   | | Voted For
(Incl. Chair's discretion) | Voted For
(Incl. Chair's discretion) | Votes Against | Votes Against | Total Votes Cast (excl. Votes Withheld) | Votes Withheld |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Resolution | Resolution | Votes | % of Votes | Votes | % of Votes | Total Votes Cast (excl. Votes Withheld) | Votes Withheld |
| 1 | Receive Annual Report and Accounts for 2024 | 420,728,923 | 100.00% | 14,342 | 0.00% | 420,743,265 | 10,758,247 |
| 2 | Approve Directors’ Remuneration Report for 2024 | 375,321,797 | 86.99% | 56,138,542 | 13.01% | 431,460,339 | 41,173 |
| 3 | Approve Final Dividend for 2024 | 431,475,467 | 100.00% | 1,451 | 0.00% | 431,476,918 | 24,594 |
| 4 | Re-elect Alex Baldock | 421,135,712 | 98.63% | 5,861,492 | 1.37% | 426,997,204 | 4,444,308 |
| 5 | Re-elect Louisa Burdett | 421,169,891 | 98.63% | 5,863,346 | 1.37% | 427,033,237 | 4,408,275 |
| 6 | Re-elect Rona Fairhead | 413,892,196 | 99.59% | 1,707,215 | 0.41% | 415,599,411 | 15,842,101 |
| 7 | Re-elect Navneet Kapoor | 431,361,511 | 99.99% | 34,917 | 0.01% | 431,396,428 | 45,084 |
| 8 | Re-elect Bessie Lee | 431,388,765 | 99.99% | 23,439 | 0.01% | 431,412,204 | 29,308 |
| 9 | Re-elect Simon Pryce | 431,355,348 | 99.99% | 52,058 | 0.01% | 431,407,406 | 34,106 |
| 10 | Elect Kate Ringrose | 429,415,060 | 99.54% | 1,996,473 | 0.46% | 431,411,533 | 29,979 |
| 11 | Re-elect David Sleath | 421,179,562 | 98.63% | 5,861,045 | 1.37% | 427,040,607 | 4,400,905 |
| 12 | Re-elect Joan Wainwright | 425,508,949 | 98.64% | 5,885,582 | 1.36% | 431,394,531 | 46,981 |
| 13 | Reappoint Deloitte as Auditor | 431,374,592 | 99.99% | 51,089 | 0.01% | 431,425,681 | 15,831 |
| 14 | Agree remuneration of the auditor | 431,479,966 | 100.00% | 13,797 | 0.00% | 431,493,763 | 7,749 |
| 15 | Limited authority to make political donations and to incur political expenditure | 417,248,108 | 96.71% | 14,184,094 | 3.29% | 431,432,202 | 69,310 |
| 16 | Authority to allot shares | 388,065,167 | 89.94% | 43,416,304 | 10.06% | 431,481,471 | 20,041 |
| 17 | Authority to disapply pre-emption rights up to 12% | 386,711,751 | 89.63% | 44,749,158 | 10.37% | 431,460,909 | 40,603 |
| 18 | Authority to disapply pre-emption rights for additional 12% | 373,437,688 | 86.55% | 58,008,198 | 13.45% | 431,445,886 | 55,725 |
| 19 | Authority to purchase own shares | 427,035,135 | 98.98% | 4,380,238 | 1.02% | 431,415,373 | 86,139 |
| 20 | Notice Period for General Meetings | 397,045,536 | 92.02% | 34,448,112 | 7.98% | 431,493,648 | 7,864 |