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  • Client area
  • Stewardship policy
  • Annual reports service

Form of Proxy

RS GROUP PLC

Notes

No. Proposition For Against Abstain
1

TO RECEIVE THE COMPANYS ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 MARCH 2025

2

TO APPROVE THE 2025 DIRECTORS REMUNERATION POLICY AS SET OUT ON PAGES 112-118 OF THE 2025 ANNUAL REPORT

3

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)

4

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

5

TO RE-ELECT ALEX BALDOCK AS A DIRECTOR

6

TO RE-ELECT LOUISA BURDETT AS A DIRECTOR

7

TO ELECT CAROLE CRAN AS A DIRECTOR

8

TO RE-ELECT RONA FAIRHEAD AS A DIRECTOR

9

TO RE-ELECT BESSIE LEE AS A DIRECTOR

10

TO RE-ELECT SIMON PRYCE AS A DIRECTOR

11

TO RE-ELECT KATE RINGROSE AS A DIRECTOR

12

TO ELECT MILES ROBERTS AS A DIRECTOR

13

TO RE-ELECT DAVID SLEATH AS A DIRECTOR

14

TO RE-ELECT JOAN WAINWRIGHT AS A DIRECTOR

15

TO REAPPOINT DELOITTE LLP (DELOITTE) AS AUDITORS OF THE COMPANY FROM THE CONCLUSION OF THE AGM

16

TO AUTHORISE THE AUDIT COMMITTEE TO AGREE THE REMUNERATION OF THE AUDITORS

17

TO PROVIDE LIMITED AUTHORITY TO MAKE POLITICAL DONATIONS AND TO INCUR POLITICAL EXPENDITURE

18

TO AUTHORISE THE DIRECTORS POWER TO ALLOT SHARES

19

APPROVAL OF RESTRICTED SHARE INCENTIVE PLAN 2025

20

SUBJECT TO THE PASSING OF RESOLUTION 18, TO AUTHORISE THE DIRECTORS POWER TO DISAPPLY PRE-EMPTION RIGHTS FOR UP TO 12% OF ISSUED SHARE CAPITAL

21

IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 20, TO AUTHORISE THE DIRECTORS POWER TO DISAPPLY PRE-EMPTION RIGHTS FOR ADDITIONAL 12% OF ISSUED SHARE CAPITAL

22

TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF ITS OWN ORDINARY SHARES

23

THAT A GENERAL MEETING, OTHER THAN AN ANNUAL GENERAL MEETING, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE