RS Group PLC — Proxy Solicitation & Information Statement 2016

Jun 16, 2016

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A map showing the location of the AGM:

Electrocomponents plc

Shareholder Admittance Card 2016

The Annual General Meeting (AGM) of Electrocomponents plc (the Company) to be held at the Company's premises, The International Management Centre, 8050 Oxford Business Park North, Oxford, OX4 2HW at 12 noon on Wednesday, 20 July 2016.

Please read the Notice of Annual General Meeting and the notes overleaf carefully before completing this form of proxy.

We being (a) holder(s) of ordinary shares of the Company and entitled to vote at the AGM hereby appoint the Chairman of the meeting or (see note a)

as my/our proxy to exercise a) or any of my/our rights to attend, speak and vote (see note b) in respect of all my shares/in respect of [blank] shares (see note c) for me/us on my/our behalf at the AGM to be held at 12 noon on Wednesday, 20 July 2016 and at any adjournment thereof.

Please indicate with an "X" here if this proxy appointment is one of multiple appointments being made. A separate form of proxy must be completed for each proxy (see note d).

Please indicate with an "X" in the appropriate boxes whether you wish your vote(s) to be cast for or against the resolutions or whether you wish to withhold your vote (see note e).

Ordinary business

1. Annual Report and Accounts
2. Directors' Remuneration Policy
3. Directors' Annual Report on Remuneration
4. Final dividend
5. Elect David Egan (i)
6. Re-elect Bertrand Bodson (ii)
7. Re-elect Karen Guerra (ii)
8. Re-elect Paul Hollingworth (iii)
9. Re-elect Peter Johnson (iv)
10. Re-elect John Pattullo (v)
11. Re-elect Lindsley Ruth (vi)
12. Re-appoint Auditor
13. Remuneration of Auditor

Special business

1. Authority to allot shares
2. Authority to disapply pre-emption rights (vii)
3. Authority to purchase own shares (vii)
4. Authority to call a general meeting at 14 clear days' notice (vii)
5. Approval of Long Term Incentive Plan

(i) Group Finance Director. (ii) Member of the Audit, Nomination and Remuneration Committees. (iii) Chairman of the Audit Committee and member of the Nomination and Remuneration Committees. (iv) Chairman and Chairman of the Nomination Committee. (v) Chairman of the Remuneration Committee and member of the Nomination and Audit Committees. (vi) Chief Executive Officer. (vii) Special resolution.

Signature

Shareholder reference number

Please ensure when posting this form that both the admittance card and proxy notes are detached and retained for your use.

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Business Reply Plus
Licence Number
RTAK-ZYYY-YLBC

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8EJ

Form of Proxy – Notes on completion and use:

a) If any other proxy is preferred please strike out the words “the Chairman of the meeting” and insert the name of the proxy desired in the space provided and initial the alteration. Such other proxy need not be a member of the Company, but must attend the AGM in person to represent the member who appointed him/her.

b) This form of proxy gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies please cross out either or both of the words “speak” or “vote” as you feel appropriate.

c) If you are appointing a single proxy to act in respect of all your shares, please strike out the words “in respect of shares”. If you are appointing more than one proxy, please strike out the words “in respect of all my shares” and indicate the number of shares in relation to which that proxy is authorised to act.

d) To appoint more than one proxy you may photocopy this form or (an) additional proxy form(s) may be obtained by contacting the Registrar’s helpline on 0371 384 2158. Lines are open from 8.30am to 5.30pm, Monday to Friday (excluding UK public holidays). If you are calling from overseas, the number to call is +44 121 415 7047. All forms must be signed and should be returned together in the same envelope. Please also indicate by marking an “X” in the box provided if the proxy instruction is one of multiple instructions being given.

e) If you do not indicate how you wish to vote, the proxy will vote, or abstain from voting, on the shares with respect to which he/she has been appointed as he/she thinks fit on the specified resolution and on any other business (including adjournments and amendments to the resolution) which may properly come before the AGM.

f) In the case of joint holders, only one need sign because the vote of the senior holder who tenders a vote will alone be counted. For this purpose, seniority will be determined by the order in which the holders’ names stand in the Register.

g) In the case of a corporation, the proxy must be executed under its common seal or under the hand of an officer or attorney or other person duly authorised to do so.

h) This form of proxy, to be valid, must be duly completed and signed and must be lodged at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 48 hours before the time of the Meeting or adjourned meeting, together with the authority (if any) under which it is signed or a notarially certified copy of such authority.

i) If you complete and return this form of proxy this will not preclude you from attending and voting at the AGM.

j) Any alterations made in this form of proxy shall be initialled.

k) CREST members who wish to appoint one or more proxies by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual.

l) The “Vote Withheld” option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes “For” or “Against” a resolution.

m) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that:

(i) only those shareholders registered on the Register of Members of the Company as at 6.30pm on Monday 18 July 2016; or

(ii) in the case of an adjourned meeting, only those shareholders registered on the Register of Members of the Company as at 6.30pm two days before the time fixed for the adjourned meeting 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 the dates provided in (i) or (ii) above will be disregarded in determining the rights of any person to attend or vote at the Meeting.

n) Full details of the resolutions to be proposed at the AGM of the Company, with explanatory notes, are set out in the Notice of AGM which can be found on the Company’s website at www.electrocomponents.com.