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 |
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
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