RS Group PLC — Proxy Solicitation & Information Statement 2017

Jun 4, 2017

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Electrocomponents plc

Shareholder Admittance Card 2017

The Annual General Meeting (AGM) of Electrocomponents plc (the Company) to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.30 am on Thursday, 20 July 2017.

A map showing the location of the AGM:

Shareholder reference number

Attendance at the meeting – Admittance card

If you intend to be present at the AGM please sign this card and present it at the registration desk on arrival. If you appoint a proxy, it is not necessary to hand this card to your proxy.

Dated

Signature

NOTICE OF AVAILABILITY

You can now access the Electrocomponents plc Annual Report and Accounts, and Notice of Meeting, for the year ended 31 March 2017 in the Investor Relations section of the company's website at www.electrocomponents.com.

FUTURE COMMUNICATIONS:

To receive future communications from us by email, simply visit www. shareview.co.uk and register using your shareholder reference number, ensuring you select the electronic delivery preference button. To receive a paper copy of the Annual Report and Accounts, please contact our Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or on 0371 384 2158, quoting your shareholder reference number. Lines are open 8.30am-5.30pm, Monday to Friday, excluding UK public holidays. If you are calling from outside the UK, the number is +44 121 415 7047

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Electrocomponents plc

Form of Proxy 2017 AGM

For use at the Annual General Meeting (AGM) of Electrocomponents plc (the Company) to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.30 am on Thursday, 20 July 2017.

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

I/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 all or any of my/our rights to attend, speak and vote (see note b) in respect of all my shares/in respect of [blank space] shares (see note c) for me/us on my/our behalf at the AGM to be held at 10.30 am on Thursday, 20 July 2017 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. Receive Annual Report and Accounts
2. Approve Directors' Remuneration Report
3. Approve final dividend
4. Elect Louisa Burdett (i)
5. Elect Simon Pryce (ii)
6. Re-elect Bertrand Bodson (ii)
7. Re-elect David Egan (iii)
8. Re-elect Karen Guerra (ii)
9. Re-elect Peter Johnson (iv)
10. Re-elect John Pattullo (v)
11. Re-elect Lindsley Ruth (vi)
12. Re-appoint PriceWaterhouseCoopers as Auditor
13. Power to determine Auditor's remuneration
14. Power to allot shares

Special business (vii)

1. Power to disapply pre-emption rights for up to 5% of ISC (viii)
2. Power to disapply pre-emption rights for additional 5% of ISC
3. Power to purchase own shares
4. Power to call a general meeting at 14 clear days' notice
5. Approve changes to Articles of Association

(i) Chair of the Audit Committee (from 20/07/17) and member of the Nomination and Remuneration Committees. (ii) Member of the Audit, Nomination and Remuneration Committees. (iii) Group Finance Director. (iv) Chairman and Chair of the Nomination Committee. (v) Chair of the Remuneration Committee and member of the Nomination and Audit Committees. (vi) Chief Executive Officer. (vii) To be passed as special resolutions. (viii) ISC means issued share capital of the Company.

Signature [blank space] Dated [blank space]

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 must 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 Tuesday, 18 July 2017; 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.