RS Group PLC — Proxy Solicitation & Information Statement 2011

May 27, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser, authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents at once to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Electrocomponents plc

(incorporated and registered in England under number 647788)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at the Company's premises, International Management Centre, 8050 Oxford Business Park North, Oxford OX4 2HW, at 12 noon on Friday 15 July 2011, is set out on page 3 of this circular.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the Annual General Meeting.

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27 May 2011

International Management Centre
8050 Oxford Business Park North
Oxford
OX4 2HW

R5
ALLIED ELECTRONICS

To the holders of Ordinary Shares
Notice of Annual General Meeting ("AGM") 2011

www.electrocomponents.com

Dear Shareholder,

I am pleased to be writing to you with details of our AGM which we are holding at the Company's registered office, on Friday 15 July 2011 at 12.00 noon. The formal notice of AGM is set out on page 3 of this circular.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this circular and return it to our registrars as soon as possible. They must receive it by 12 noon on 13 July 2011.

Annual Report and Accounts and Final dividend (Resolutions 1-3)

Shareholders are being asked to receive the Company's Annual Report and Accounts, and approve the Remuneration Report set out on pages 45 to 51 of the Annual Report, for the year ended 31 March 2011. You are also requested to approve a final dividend of 6.5p per ordinary share. If you approve the recommended final dividend, this will be paid on 22 July 2011 to all ordinary shareholders who were on the register of members on 24 June 2011.

Board changes (Resolutions 4-7)

The Board has decided that the Chairman and Non-Executive Directors will all stand for re-election at the AGM on an annual basis. The Executive Directors will continue for the time being to stand for re-election every three years. The biographies of all the Directors are set out on pages 36 to 37 of the Annual Report.

Auditors' appointment and remuneration (Resolution 8)

Shareholders are being asked to re-appoint KPMG Audit Plc as Auditors and authorise the Directors to determine their remuneration for the current financial year. The level of remuneration for the year ended 31 March 2011 by way of audit fees, together with the amounts paid in respect of non-audit fees, are shown in note 3 on page 66 of the Annual Report for the year ended 31 March 2011.

Authority for the Company to allot shares and disapply pre-emption rights (Resolutions 9-10)

The Company's existing authorities expire on 15 July 2011, and shareholders are being asked to renew them. We are requesting that shareholders authorise the Directors to allot an amount equal to one-third of share capital. The authorities will be renewed on an annual basis. Please see the Explanatory Notes for further details.

Authority for the Company to purchase its own shares (Resolution 11)

We are again requesting shareholders to renew our authority to make market purchases of our own shares. Details are set out in the Explanatory Notes on page 5 of this circular.

General Meetings (Resolution 12)

It is a requirement that all general meetings must be held on 21 days' notice unless shareholders agree to a shorter notice period. We are again proposing a resolution at the AGM so that, if necessary, we can continue to call meetings (other than annual general meetings) on a minimum of 14 clear days' notice.

Explanatory notes on the Special Business to be considered at this year's AGM appear on page 5 of this circular.

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board intends to vote in favour of them and unanimously recommends that you do so as well.

Yours sincerely,

Peter Johnson
Chairman

Electrocomponents plc,
International Management Centre, 8050 Oxford Business Park North, Oxford OX4 2HW United Kingdom.
Registered office as above. Registered in England No: 647788.

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Electrocomponents plc will be held at the Company's premises, The International Management Centre, 8050 Oxford Business Park North, Oxford OX4 2HW on Friday 15 July 2011 at 12.00 noon.

The business of the AGM will be:

Ordinary Business

Report and Accounts

1. To receive the accounts and the reports of the Directors and the auditors for the year ended 31 March 2011.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report for the year ended 31 March 2011.

Declaration of Dividend

1. To declare a final dividend of 6.5 pence per ordinary share.

New Directors and Retiring Directors

1. To elect Peter Johnson as a Director.
2. To re-elect Adrian Auer as a Director.
3. To re-elect Paul Hollingworth as a Director.
4. To re-elect Rupert Soames as a Director.

Auditors' appointment and remuneration

1. To reappoint KPMG Audit Plc as auditors of the Company from the conclusion of the AGM and to authorise the Directors to agree their remuneration.

Special Business

To consider and, if thought fit, pass the following resolutions of which resolution 9 will be proposed as an Ordinary Resolution and resolutions 10 to 12 will be proposed as Special Resolutions:

Renewal of Directors' authority to allot shares

1. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares (as defined in Section 551 of the 2006 Act) up to a nominal amount of £14,522,657; such authority to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 September 2012, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends.

Renewal of Directors' authority to disapply pre-emption rights

1. That subject to the passing of Resolution 9 above, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 9 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case:

(i) in connection with a pre-emptive offer; and
(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £2,178,398;

as if Section 561(1) of the 2006 Act did not apply to any such allotment; such power to expire at the end of the next Annual General Meeting or on 30 September 2012, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this Resolution:

a) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
b) references to an allotment of equity securities shall include a sale of treasury shares; and
c) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Renewal of Directors' authority for the purchase by the Company of its own shares

1. To resolve that the Company be and is generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of ordinary shares of 10p each in the Company (ordinary shares) provided that:
   a) the maximum number of ordinary shares hereby authorised to be purchased is 43,567,973;
   b) the minimum price which may be paid for ordinary shares is 10p per ordinary share;
   c) the maximum price which may be paid for ordinary shares is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase or (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (No 2273/2003);
   d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or on 30 September 2012, whichever is earlier, unless such authority is renewed prior to such a time; and
   e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of such contract.

Notice Period for General Meetings

1. To resolve that a general meeting other than an annual general meeting may be called on not less than 14 days' clear notice.

The Directors consider that the passing of each of the resolutions proposed at the AGM is in the best interests of the Company and its shareholders as a whole and recommend all shareholders to vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

By Order of the Board

Ian Haslegrave, Company Secretary

27 May 2011

Registered Office: International Management Centre, 8050 Oxford Business Park, North, Oxford OX4 2HW Registered Number: 647788

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Notes

(i) A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote instead of him/her provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending or voting at the AGM if he/she subsequently wishes to do so.

(ii) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and Section 360B(2) of the Companies Act 2006, the Company has specified that only those shareholders registered in the Register of Members of the Company as at 6.00 pm on 13th July 2011 will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after 6.00 pm on 13th July 2011 will be disregarded in determining the rights of any person to attend or vote at the AGM.

(iii) A form of proxy is enclosed. To be effective a proxy form and the authority (if any) under which it is signed or a notarially certified copy of such authority must be deposited at the offices of the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL by not later than 12.00 noon on Wednesday 13 July 2011.

(iv) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 15 July 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(v) If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast, and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Services Authority. As a result, any member holding 3% or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure and Transparency Rules, need not make a separate notification to the Company and the Financial Services Authority.

(vi) If this notice is sent to you as a person nominated to receive copies of Company communications, the proxy rights described above do not apply to you. The rights described in these paragraphs only apply to shareholders. You may have a right under an agreement with the registered member to be appointed (or have someone else appointed) as a proxy for the AGM, and you are advised to contact them.

(vii) Shareholders should note that, on a request made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM.; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ceasing to hold office since the previous AGM at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

(viii) A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders' Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.

(ix) As at 27 May 2011, the latest practicable date prior to the printing of this Notice, the Company's total capital consisted of 435,679,731 Ordinary Shares with a total of 435,679,731 voting rights.

(x) Copies of the service contracts and terms of appointment of the Directors are available for inspection during business hours at the registered office of the Company and will be available for inspection at the place of the AGM from 15 minutes prior to its commencement until its conclusion.

(xi) Biographical details of the Directors who are proposed for re-election or election at the AGM are set out on pages 36 to 37 of the Annual Report and Accounts.

(xii) In accordance with section 311A of the Companies Act 2006, the contents of this Notice of AGM, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website www.electrocomponents.com.

(xiii) Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

(xiv) You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

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Explanatory Notes to the Special Business to be considered at the Annual General Meeting

Resolution 9: Renewal of Directors' authority to allot shares

The purpose of Resolution 9 is to renew the Directors' power to allot shares.

The authority in Resolution 9 will allow the directors to allot new shares and other 'relevant securities' up to a nominal value of £14,522,657, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 27 May 2011.

At 27 May 2011, the Company did not hold any shares in treasury.

There are no present plans to allot new shares other than in connection with employee share and incentive plans. The directors consider it desirable to have flexibility to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

If the Resolution is passed the authority will expire on the earlier of 30 September 2012 and the end of the Annual General Meeting in 2012.

Resolution 10: Renewal of Directors' authority to disapply pre-emption rights

If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme) company law requires that these shares are offered first to shareholders in proportion to their existing holdings.

The purpose of Resolution 10 is to authorise directors to allot new shares pursuant to the authority given by Resolution 9 or sell treasury shares, for cash (a) in connection with a pre-emptive offer or (b) otherwise up to a nominal value of £2,178,398, equivalent to five per cent of the total issued ordinary share capital of the Company as at 27 May 2011, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The Board considers the authority in Resolution 10 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling 3-year period without prior consultation with shareholders.

Resolution 11: Renewal of Directors' authority for the purchase by the Company of its own shares

At the 2010 AGM, shareholders gave the Company renewed authority to make market purchases of up to approximately 10% at that time of the Company's issued ordinary share capital. As at the date of this report, the Company has made no such purchases under this authority. Nevertheless, the Directors believe it advisable to seek renewal of this authority at each AGM.

This resolution is proposed as a special resolution and will authorise market purchases of up to 43,567,973 ordinary shares (being approximately 10% of the issued share capital as at 27 May 2011). The Directors will only exercise this authority when satisfied it is in the best interests of shareholders and that any purchase will have a beneficial impact on earnings per share, having first considered other investment opportunities open to the Company. As at 27 May 2011, a maximum of 8,000,000 shares would be required to satisfy all outstanding options to subscribe for equity shares and conditional awards of shares. This represents 1.84% of the issued share capital. If this resolution is passed and the full authority to buy back shares were used, then shares required for such purposes would represent 2.04% of the issued share capital.

Listed companies are permitted, subject to certain restrictions, to hold their own shares which they purchase in Treasury for resale or transfer at a later date, rather than being obliged to cancel them. If the Company were to purchase any of its own shares pursuant to the authority referred to above, it would consider holding them as treasury stock, provided that the number does not at any time exceed 10% of the Company's issued share capital. This would provide the Company with additional flexibility in the management of its capital base. As at 27 May 2011, the Company held no ordinary shares in Treasury.

Resolution 12: Resolution to permit Directors' to call a general meeting other than an Annual General Meeting at not less than 14 days' notice

Recent regulations have increased the notice period for general meetings of the Company to 21 days unless certain requirements are satisfied. Having passed a similar resolution last year, the Company is currently able to call general meetings (other than an annual general meeting) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so, shareholders must approve the renewal of this authority. Resolution 12 seeks such approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The Company will also need to meet the requirements for electronic voting under the Shareholders' Rights Directive in order to be able to call a general meeting on 14 clear days' notice.

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Electrocomponents plc
(incorporated and registered in England under number 647788)

International Management Centre
8050 Oxford Business Park North
Oxford
OX4 2HW