Result of AGM

RS Group PLC

16 July 2026

 

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

 

END