RS Group PLC — Proxy Solicitation & Information Statement 2015

Jun 16, 2015

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 immediately seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser, authorised under the Financial Services and Markets Act 2000.

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 2015

^{}[]

Notice of the Annual General Meeting (AGM) of Electrocomponents plc (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 Thursday 23 July 2015, is set out on page 3 of this circular.

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

---

A

Electrocomponents plc

(incorporated and registered in England under number 647788)

(the Company)

16 June 2015

International Management Centre

8050 Oxford Business Park North

Oxford

OX4 2HW

To the holders of Ordinary Shares

Notice of the Annual General Meeting (AGM) 2015

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 premises on Thursday 23 July 2015 at 12 noon. The formal Notice of the AGM is set out on page 3 of this circular.

If you would like to vote on the resolutions but cannot attend 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 Tuesday 21 July 2015.

Annual Report and Accounts, Directors' remuneration and final dividend (Resolutions 1-3)

Shareholders are being asked to receive the Company's Annual Report and Accounts for the year ended 31 March 2015 (2015 Annual Report and Accounts).

Last year, shareholders overwhelmingly approved our Directors' remuneration policy. The policy can be found in the 2015 Annual Report and Accounts, on pages 69 to 77. This year we are asking shareholders to vote on the statement made by the Chairman of the Remuneration Committee and the Annual Report on Remuneration on pages 67 and 68 and 78 to 89 respectively of the 2015 Annual Report and Accounts. As in previous years, this will be an advisory vote.

You are also requested to approve a final dividend of 6.75p per ordinary share for the year. If the recommended final dividend is approved, this will be paid on 28 July 2015 to all ordinary shareholders who were on the Register of Members on 26 June 2015.

Director re-elections (Resolutions 4 -11)

I am delighted that Lindsley Ruth and Bertrand Bodson have joined the Board as our Group Chief Executive and as Non-Executive Director respectively. They will be standing for election as Directors of the Company at the AGM. Each of the other Directors will stand for re-election, as required by the UK Corporate Governance Code. The biographies of all the Directors are set out on pages 44 to 46 of the 2015 Annual Report, and on pages 5 and 6 of this circular.

Auditor's appointment and remuneration (Resolutions 12 and 13)

PricewaterhouseCoopers LLP (PwC) is just completing its first year as our statutory auditor. We are asking shareholders to re-appoint PwC as our auditor and to authorise the Directors to determine the auditor's remuneration for the current financial year.

Authority for the Company to allot shares and disapply pre-emption rights (Resolutions 14 and 15)

The Company's existing authorities expire on 23 July 2015, and shareholders are being asked to renew them. We are requesting that shareholders authorise the Directors to allot an amount equal to 10% of share capital, and disapply pre-emption rights up to 5% of share capital. The authorities will be renewed on an annual basis. Please see the Explanatory notes on page 7 of this circular for further details.

Authority for the Company to purchase its own shares (Resolution 16)

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 7 of this circular.

General meetings (Resolution 17)

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 7 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

---

Electrocomponents plc | Notice of Annual General Meeting 2015
3

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, International Management Centre, 8050 Oxford Business Park North, Oxford OX4 2HW on Thursday 23 July 2015 at 12 noon to consider the business set out below.

Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half the votes cast must be in favour of the resolution.

Resolutions 15 to 17 (inclusive) are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Ordinary business

Annual Report and Accounts

1. To receive the accounts and the reports of the Directors and the auditor for the year ended 31 March 2015.

Directors' Remuneration Report

1. To approve the Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 March 2015 set out on pages 67 and 68, and 78 to 89 respectively of the 2015 Annual Report and Accounts.

Declaration of dividend

1. To declare a final dividend of 6.75 pence per ordinary share for the year ended 31 March 2015.

Retiring Directors

1. To elect Bertrand Bodson as a Director.
2. To elect Lindsley Ruth as a Director.
3. To re-elect Simon Boddie as a Director.
4. To re-elect Karen Guerra as a Director.
5. To re-elect Paul Hollingworth as a Director.
6. To re-elect Peter Johnson as a Director.
7. To re-elect John Pattullo as a Director.
8. To re-elect Rupert Soames as a Director.

Auditor's appointment and remuneration

1. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company from the conclusion of the Annual General Meeting.
2. To authorise the Directors to agree the remuneration of the auditor.

Special business

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 £4,398,000; 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 2016, 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 shares to be allotted after the authority ends.

Renewal of Directors' authority to disapply pre-emption rights

1. That subject to the passing of Resolution 14 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 14 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 £2,199,000,

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 2016, 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 (i) 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 (ii) 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. That the Company be and is generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693 of the 2006 Act) 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 21,990,700;
b) the minimum price which may be paid for each ordinary share is 10p;
c) the maximum price which may be paid for an ordinary share is an amount equal to the higher of (i) 105% of the average of the closing price of the Company's ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased 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 2016, 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. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

The Directors consider that the passing of each of the resolutions proposed at the Annual General Meeting 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

16 June 2015

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

---

Electrocomponents plc | Notice of Annual General Meeting 2015

Notes

(i) A member entitled to attend and vote at the Annual General Meeting (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 3669(2) of the Companies Act 2006 (the 2006 Act), the Company has specified that only those shareholders registered in the Register of Members of the Company as at 6.00pm on Tuesday 21 July 2015 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 6.00pm on Tuesday 21 July 2015 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 form of proxy 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 6DA by not later than 12 noon on Tuesday 21 July 2015.

(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 Thursday 23 July 2015 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.

(v) 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's 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, the revocation 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 note (iii) above. 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.

(vi) 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.

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 this Notice of the AGM 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.

(vi) Shareholders should note that, under section 527 of the 2006 Act, shareholders meeting the threshold requirements in that section have the right to require the Company 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 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, 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 2006 Act to publish on a website.

(vii) Under sections 338 and 338A of the 2006 Act, shareholders meeting the threshold requirements in those sections have the right to require the Company: (i) to give to shareholders of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with the Company's constitution or otherwise) (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 9 June 2015, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

(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 2006 Act (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 15 June 2015, the latest practicable date prior to the printing of this Notice, the Company's total capital consisted of 439,815,623 Ordinary Shares with a total of 439,815,623 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 44 to 46 of the Annual Report and Accounts for the year ended 31 March 2015 and on pages 5 and 6 of this circular.

(xii) In accordance with section 311A of the 2006 Act, 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 2006 Act, 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 (i) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered; (ii) if to do so would interfere unduly with the preparation of the meeting or involve the disclosure of confidential information; or (iii) the answer has already been given on a website in the form of an answer to a question.

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

---

Electrocomponents plc | Notice of Annual General Meeting 2015
5

Directors' biographies

Bertrand Bodson

Independent Non-Executive Director
Joining in June 2015

External roles
Bertrand is Chief Digital Officer at Home Retail Group (the owner of Argos, Homebase and Habitat).

Past roles
Previously, Bertrand has held a number of senior eCommerce positions, including leading global and digital marketing responsibilities at EMI Music and Amazon. He was also Chief Executive Officer at Bragster, which is now part of Guinness World Records.

Skills and experience
- Digital
- eCommerce
- International operations
- Product development
- Sales and marketing

Committee membership
Member of the Audit, Nomination and Remuneration Committees.

Limbsley Ruth

Group Chief Executive
Joined in April 2015

External roles
None

Past roles
Previously, Limbsley was Executive Vice President of the Future Electronics Group of companies, the fourth largest electronics distributor in the world. He joined them in 2002 and was a key member of their core leadership team. Limbsley has also held senior positions with TTI Inc and Solectron Corporation.

Skills and experience
- Management
- Leadership
- Mergers and acquisitions
- International operations
- Emerging markets
- Distribution
- Sales and marketing
- Manufacturing
- Supply chain and procurement

Committee membership
From April this year, Limbsley was Chairman of the Group Executive Committee and Member of the Treasury Committee.

Simon Boddie

Group Finance Director
Joined in September 2005
Simon will be leaving the Company on 30 September 2015

External roles
Simon is a Non-Executive Director of PageGroup and Chairman of its Audit Committee.

Past roles
Previously, Simon worked for Diageo plc where he held a variety of senior finance positions, latterly as Finance Director of Key Markets.

Skills and experience
- International operations
- Emerging markets
- Recent financial experience
- Distribution
- Manufacturing
- Service industry

Committee membership
Chairman of the Treasury Committee and Member of the Group Executive Committee.

Karen Guerra

Independent Non-Executive Director
Joined in January 2013

External roles
Karen is a Non-Executive Director of Amcor Limited and Davide Campari-Milano S.p.A.

Past roles
Previously, Karen was a Non-Executive Director at Swedish Match AB, Inchcape plc, More Group plc and Samlerhuset Group BV. She has also held senior executive positions at Colgate-Palmolive, including Managing Director and Chairman of both their UK and French businesses.

Skills and experience
- International operations
- Sales and marketing
- Manufacturing
- Service industry

Committee membership
Member of the Audit, Nomination and Remuneration Committees.

---

Electrocomponents plc | Notice of Annual General Meeting 2015

Directors' biographies

Paul Hollingworth

Independent Non-Executive Director
Joined in May 2008

External roles

During the year Paul was appointed as a Non-Executive Director of Volution Group plc and Chairman of its Audit Committee.

Past roles

Previously, Paul was Group Chief Financial Officer of Thomas Cook Group plc and prior to that he was Chief Financial Officer of Mondi Group. He has also held positions as Group Finance Director of BPB plc, De La Rue plc and Ransomes plc.

Skills and experience

• International operations
• Emerging markets
• Recent financial experience
• Mergers and acquisitions
• Corporate law and governance
• Manufacturing
• Service industry

Committee membership

Chairman of the Audit Committee. Member of the Nomination and Remuneration Committees.

Peter Johnson

Chairman
Joined in October 2010

External roles

Peter is Vice-Chairman of the Supervisory Board of Wienerberger AG, having been a Member since 1995.

Past roles

Previously, Peter was Chairman of DS Smith plc, a Non-Executive Director of SSL International plc, Chief Executive of George Wimpey plc and Chief Executive of The Rugby Group plc.

Skills and experience

• International operations
• Emerging markets
• Mergers and acquisitions
• Distribution
• Sales and marketing
• Manufacturing
• Service industry
• Chairman
• Chief Executive Officer

Committee membership

Chairman of the Nomination Committee.

John Pattullo

Independent Non-Executive Director
Joined in January 2013

External roles

John is Chairman of NHS Blood and Transplant, Non-Executive Chairman of Marken Group, Chair of In Kind Direct (a Prince's Charity) and Special Advisor at CEVA Group.

Past roles

Previously, John was on the Board of CEVA Group plc and served as Chief Executive Officer of CEVA Logistics. He was also Chief Executive Officer of the Europe, Middle East and Africa division of Exel and when Exel was acquired by Deutsche Post/DHL he went on to run the combined Exel and DHL contract logistics business in EMEA. He spent most of his early career working in supply chain management roles with Procter & Gamble.

Skills and experience

• International operations
• Emerging markets
• Supply chain and logistics
• Manufacturing
• Service industry
• Chief Executive Officer

Committee membership

Chairman of the Remuneration Committee from August 2014 and Member of the Remuneration Committee up to July 2014. Member of the Audit and Nomination Committees.

Rupert Soames

Senior Independent Director
Joined in July 2007

External roles

Rupert is Group Chief Executive at Serco Group plc.

Past roles

Previously, Rupert was Group Chief Executive of Aggreko plc, Chief Executive of the Banking and Securities Division of Misys plc and a Non-Executive Director of Baggeridge Brick plc.

Skills and experience

• International operations
• Emerging markets
• Digital
• Manufacturing
• Service industry
• Chief Executive Officer

Committee membership

Chairman of the Remuneration Committee up to July 2014 and Member of the Remuneration Committee from August 2014. Member of the Audit and Nomination Committees.

---

Electrocomponents plc | Notice of Annual General Meeting 2015

Explanatory notes to the special business to be considered at the AGM

Resolution 14: Renewal of Directors' authority to allot shares

The purpose of Resolution 14 is to renew the Directors' power to allot shares.

The authority in Resolution 14 will allow the Directors to allot new shares and to grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £4,398,000 which is equivalent to approximately 10% of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 15 June 2015.

At 15 June 2015, 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 2016 and the end of the AGM in 2016.

Resolution 15: 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 15 is to authorise Directors to allot new shares pursuant to the authority given by Resolution 14, or sell treasury shares, for cash (a) in connection with a pre-emptive offer or rights issue or (b) otherwise up to a nominal value of £2,199,000 (equivalent to 5% of the total issued ordinary share capital of the Company as at 15 June 2015), 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 15 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue 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 three-year period without prior consultation with shareholders.

Resolution 16: Renewal of Directors' authority for the purchase by the Company of its own shares

At the 2014 AGM, shareholders gave the Company renewed authority to make market purchases of up to approximately 5% at that time of the Company's issued ordinary share capital. As at the date of this circular, the Company has made no such purchases under this authority. Nevertheless, the Directors believe it advisable to seek renewal of an authority to make market purchases of shares at each AGM.

This resolution is proposed as a special resolution and will authorise market purchases of up to 21,990,700 ordinary shares (being approximately 5% of the issued share capital as at 15 June 2015). 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 15 June 2015, a maximum of 7,600,000 shares would be required to satisfy all outstanding options to subscribe for equity shares and conditional awards of shares. This represents 1.7% 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 1.8% 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 5% of the Company's issued share capital. This would provide the Company with additional flexibility in the management of its capital base. As at 15 June 2015, the Company held no ordinary shares in treasury.

Resolution 17: Resolution to permit Directors to call a general meeting other than an AGM at not less than 14 days' notice

Under the 2006 Act, as amended, the notice period required for all general meetings of the Company is 21 days. Shareholders can, however, approve a shorter notice period for general meetings other than annual general meetings, which cannot be less than 14 clear days. Having passed a similar resolution last year, the Company is currently able to call general meetings (other than its AGM) 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 17 seeks such approval. The approval will be effective until the Company's next AGM, 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.

---

Electrocomponents plc

(Incorporated and registered in England under number 647788)

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