RS Group PLC

Proxy Solicitation & Information Statement • Jun 16, 2020

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 16 July 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: https://www.electrocomponents.com/investor-centre

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 July 2020 at 11.00 am.

Explanatory Notes:

• 1. In light of the COVID-19 pandemic and in response to the UK Government's restrictions on public gatherings and travel, the arrangements and format of this year's AGM will differ from previous years. In the interest of the health and safety of our employees, shareholders and other stakeholders, this year's AGM will take place as a closed meeting and shareholders should therefore not attend the AGM in person. All shareholders are encouraged to vote by way of proxy via a designated voting platform. You should appoint the Chair of the Meeting as your proxy (any other proxy will not be allowed to attend the meeting unless it is for the purpose of forming the quorum). Should the government relax the restrictions on public gatherings and travel, or other measures prior to the AGM, alternative arrangements will be considered. Shareholders are therefore advised to check the Company's website for up-to-date information in relation to the AGM.
• 2. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the Meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

4. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Control Number: 916551

• 5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 0199 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 6. Any alterations made to this form should be initialled.

PIN: SRN:

All Named Holders

Shareholder Questions

If you would like to raise a question relating to the business of the Meeting, please provide your question below:

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________

Questions can also be sent by email to RCompanySecretarial@electrocomponents.com

Responses to questions will be made available after the AGM on the Company website: www.electrocomponents.com.

Form of Proxy

I/We hereby appoint the Chair of the Meeting as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Electrocomponents plc to be held on 16 July 2020 at 11.00 am, and at any adjourned Meeting.

							Please use a black pen. Mark with an X inside the box as shown in this example.
		For	Against	Vote Withheld				For	Against	Vote Withheld
1.	Ordinary Business To receive the Company's accounts and the reports of the Directors and the Auditor for the year ended 31 March 2020.				11.	To re-elect Lindsley Ruth as a Director
2.	To approve the Directors' Remuneration report for the year ended 31 March 2020.				12.	To re-elect David Sleath as a Director.
3.	To elect Joan Wainwright as a Director.				13.	To reappoint PricewaterhouseCoopers LLP as Auditor of the Company from the conclusion of the AGM.
4.	To re-elect Bertrand Bodson as a Director				14.	To authorise the Directors to agree the remuneration of the Auditor.
5.	To re-elect Louisa Burdett as a Director.				15.	To authorise the Directors power to allot shares. Special Business
6.	To re-elect David Egan as a Director.				16.	To authorise the Directors power to dissapply preemption rights for up to 5% of Issued Share Capital.
7.	To re-elect Karen Guerra as a Director.				17.	To authorise the Directors power to dissapply preemption rights for additional 5% of Issued Share Capital.
8.	To re-elect Peter Johnson as a Director.				18.	To authorise the Company to make market purchases of its own ordinary shares.
9.	To re-elect Bessie Lee as a Director.				19.	That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
10.	To re-elect Simon Pryce as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

Signature	Date

	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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