RS Group PLC — Proxy Solicitation & Information Statement 2021

Jun 15, 2021

Electrocomponents plc

Attendance Card

Please retain this card should you wish to attend the Meeting electronically.

The Chair of Electrocomponents plc (the Company) invites you to the Annual General Meeting of the Company. To be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on 15 July 2021 at 12.00 pm.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 15 July 2021

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.

Control Number: 917209
SRN:
PIN:

View the Annual Report online: https://www.electrocomponents.com/investors/annual-report-2021

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 13 July 2021 at 12.00 pm.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0199 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. 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.

4. 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.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. 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.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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.

All Named Holders

171957_199589_RUN_ONS/000001/000001/SG625/il

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Instructions to join the AGM electronically

Shareholders are invited to participate at this year's AGM remotely via an electronic audio platform. The platform will enable you to listen to the proceedings and ask questions during the meeting. We encourage all shareholders to make use of this facility. Please ensure you register by 12:00pm on Wednesday, 14 July 2021.

In order to access the electronic audio platform, please use the following link www.electrocomponents.com/agm2021

Shareholders are required to provide the following information to gain access.

• Full Name
• Email Address
• SRN:
• PIN:

The platform will be made live shortly before 12:00pm on Thursday, 15 July 2021.

Any shareholders joining the AGM electronically will not be able to vote via the platform and are strongly encouraged to vote by way of proxy, appointing the Chair of the Meeting.

Questions can be asked via the platform or sent in advance by email to RCompanySecretarial@electrocomponents.com

The Board will consider all questions received and we will aim to provide answers ahead of the AGM or as soon as reasonably practical thereafter.

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 15 July 2021 at 12.00 pm, and at any adjourned Meeting.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the Company's accounts and the reports of the Directors and the Auditor for the year ended 31 March 2021.	☐	☐	☐
2. To approve the Directors' Remuneration Report for the year ended 31 March 2021 (excluding the part summarising the Directors' Remuneration Policy).	☐	☐	☐
3. To declare a final dividend recommended by the Directors of 9.8p per ordinary share for the year ended 31 March 2021.	☐	☐	☐
4. To re-elect Louisa Burdett as a Director.	☐	☐	☐
5. To re-elect David Egan as a Director.	☐	☐	☐
6. To elect Rona Fairhead as a Director.	☐	☐	☐
7. To re-elect Bessie Lee as a Director.	☐	☐	☐
8. To re-elect Simon Pryce as a Director.	☐	☐	☐
9. To re-elect Lindsley Ruth as a Director.	☐	☐	☐
10. To re-elect David Sleath as a Director.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐

11. To re-elect Joan Wainwright as a Director.	For	Against	Vote Withheld
	☐	☐	☐
12. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company from the conclusion of the AGM.	☐	☐	☐
13. To authorise the Audit Committee to agree the remuneration of the Auditor.	☐	☐	☐
14. To provide limited authority to make political donations and to incur political expenditure.	☐	☐	☐
15. To authorise the Directors power to allot shares.	☐	☐	☐
Special Resolutions	☐	☐	☐
16. To authorise the Directors power to dissapply preemption rights for up to 5% of Issued Share Capital.	☐	☐	☐
17. To authorise the Directors power to dissapply preemption rights for additional 5% of Issued Share Capital.	☐	☐	☐
18. To authorise the Company to make market purchases of its own ordinary shares.	☐	☐	☐
19. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.	☐	☐	☐
20. To approve the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.	☐	☐	☐

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

DD/MM/YY

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).

H1048
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