All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
Cast your Proxy online...It's fast, easy and secure! https://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.rsgroup.com/investors
Control Number: 920752
SRN: PIN:
Register at https://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 15 July 2025 at 12.00 noon.Explanatory Notes:
Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their 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 Chairman, 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
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.
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.
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.
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.
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 https://www.investorcentre.co.uk to use the online Investor Centre service.
Any alterations made to this form should be initialled.
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.
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Form of ProxyPlease complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
*
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above 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 RS Group plc to be held at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY on 17 July 2025 at 12.00 noon, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Vote
Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld
To receive the Company's accounts and the reports of the Directors and the Auditors for the year ended 31 March 2025.
To re-elect David Sleath as a Director.
For Against Withheld
To approve the 2025 Directors' Remuneration Policy as set out on pages 112-118 of the 2025 Annual Report.
To re-elect Joan Wainwright as a Director.
To approve the Directors' Remuneration Report for the year ended 31 March 2025 as set out on pages 104-131 of the 2025 Annual Report (excluding the Directors' Remuneration Policy as set out on pages 112-118).
To reappoint Deloitte LLP (Deloitte) as Auditors of the Company from the conclusion of the AGM.
To declare a final dividend recommended by the Board of Directors of 13.9p per ordinary share for the year ended 31 March 2025 to be paid on 25 July 2025 to all ordinary shareholders who were on the Register of Members on 13 June 2025.
To authorise the Audit Committee to agree the remuneration of the Auditors.
To re-elect Alex Baldock as a Director.
To provide limited authority to make political donations and to incur political expenditure.
To re-elect Louisa Burdett as a Director. 18. To authorise the Directors power to allot shares.
To elect Carole Cran as a Director.
To re-elect Rona Fairhead as a Director.
Approval of Restricted Share Incentive Plan 2025
Special Resolutions
Subject to the passing of Resolution 18, to authorise the Directors power to dissapply pre-emption rights for up to 12% of Issued Share Capital.
To re-elect Bessie Lee as a Director.
In addition to any authority granted under Resolution 20, to authorise the Directors power to dissapply pre-emption rights for additional 12% of Issued Share Capital.
To re-elect Simon Pryce as a Director.
To authorise the Company to make market purchases of its own ordinary shares.
To re-elect Kate Ringrose as a Director.
That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
To elect Miles Roberts 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 DateIn 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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Disclaimer
RS Group plc published this content on June 09, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 09, 2025 at 10:33 UTC.
