RS Group plc
Results of Annual General Meeting
Following the annual general meeting held today at the offices of Teneo, The Carter Building, 11 Pilgrim Street, London, EC4V 6RN, RS Group plc (the 'Company') announces that all resolutions put to shareholders at that meeting were duly passed by the requisite majorities. Resolutions 1 to 16 (inclusive) were passed as ordinary resolutions. Resolutions 17 to 20 (inclusive) were passed as special resolutions. A poll was held on each of the resolutions proposed.
The results of the poll are as follows:
Voted For (including Chair discretion) Votes Against Total Votes Cast (excl. Votes Withheld) Votes Withheld* | Resolution Votes % of Votes Votes % of Votes | 1 Receive Annual Report and Accounts for 2026 395,314,711 100.00% 7,908 0.00% 395,322,619 8,009,462 | 2 Approve Directors' Remuneration Report for 2026 294,918,070 80.42% 71,808,560 19.58% 366,726,630 36,605,451 | 3 Approve Final Dividend for 2026 403,323,240 100.00% 7,423 0.00% 403,330,663 1,418 | 4 Re-elect Alex Baldock 403,188,221 99.98% 94,883 0.02% 403,283,104 48,977 | 5 Re-elect Carole Cran 403,159,101 99.97% 102,121 0.03% 403,261,222 70,859 | 6 Re-elect Rona Fairhead 375,753,354 99.03% 3,678,894 0.97% 379,432,248 23,899,833 | 7 Re-elect Bessie Lee 400,507,268 99.31% 2,777,977 0.69% 403,285,245 46,836 | 8 Re-elect Simon Pryce 403,174,350 99.97% 126,055 0.03% 403,300,405 31,676 | 9 Re-elect Kate Ringrose 399,684,581 99.11% 3,593,594 0.89% 403,278,175 53,906 | 10 Re-elect Miles Roberts 398,865,904 98.91% 4,394,315 1.09% 403,260,219 71,862 | 11 Re-elect David Sleath 400,527,981 99.32% 2,753,759 0.68% 403,281,740 50,341 | 12 Re-elect Joan Wainwright 391,131,560 96.99% 12,152,276 3.01% 403,283,836 48,245 | 13 Reappoint Deloitte as Auditor 403,267,117 99.99% 21,485 0.01% 403,288,602 43,479 | 14 Agree remuneration of the auditor 403,315,967 100.00% 4,816 0.00% 403,320,783 11,298 | 15 Limited authority to make political donations and to incur political expenditure 403,011,674 99.92% 310,416 0.08% 403,322,090 9,991 | 16 Authority to allot shares 381,872,792 94.69% 21,433,309 5.31% 403,306,101 25,980 | 17 Authority to disapply pre-emption rights up to 12% 371,978,675 92.24% 31,272,248 7.76% 403,250,923 81,158 | 18 Authority to disapply pre-emption rights for additional 12% 364,188,031 90.31% 39,059,584 9.69% 403,247,615 84,466 | 19 Authority to purchase own shares 403,152,891 99.99% 26,971 0.01% 403,179,862 152,219 | 20 Notice Period for General Meetings 395,008,005 97.94% 8,319,927 2.06% 403,327,932 4,149 |
The RS Group Board is pleased to note that all resolutions were passed with the requisite majority votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.
Notes
The full text of the resolutions, along with the explanatory notes, is set out in the Notice of Meeting, which is available on the Company's website: rsgroup.com
The total number of shares in issue on Thursday, 16 July 2026 was 471,113,601 ordinary shares in the Company. The Company does not hold any ordinary shares in Treasury. Therefore, the total voting rights in the Company were 471,113,601, and the proportion of the Company's issued share capital represented by those votes cast is approximately 85.61%.
*Ordinary shareholders are entitled to one vote per share. A "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
In accordance with Listing Rule 6.4.2., a copy of the Resolutions relating to Special Business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Clare Underwood
Company Secretary
16 July 2026
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END RAGXQLFFQDLZBBQ