REG - RS Group PLC - Result of AGM

RSAnnouncement

13/07/2023 14:45

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RNS Number : 9698F  RS Group PLC  13 July 2023

RS Group plc

 

Results of Annual General Meeting

 

Following the annual general meeting held today at the offices of Allen &
Overy LLP, One Bishops Square, London E1 6AD, 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 15 (inclusive) were
passed as ordinary resolutions.  Resolutions 16 to 19 (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*

(Incl. Chair's discretion)
 Resolution                                                                    Votes           % of Votes      Votes        % of Votes
 1       Receive Annual Report and Accounts for 2023                           386,474,848     100.00%         4,493        0.00%       386,479,341                              5,374,905
 2       Approve Directors' Remuneration Report for 2023                       233,063,776     61.59%          145,370,019  38.41%      378,433,795                              13,417,931
 3       Approve Final Dividend for 2023                                       391,599,224     99.94%          248,644      0.06%       391,847,868                              6,378
 4       Re-elect Alex Baldock                                                 371,844,233     95.07%          19,278,915   4.93%       391,123,148                              731,078
 5       Re-elect Louisa Burdett                                               371,558,557     95.00%          19,564,590   5.00%       391,123,147                              731,079
 6       Re-elect Rona Fairhead                                                388,891,633     99.86%          539,548      0.14%       389,431,181                              2,423,045
 7       Re-elect Navneet Kapoor                                               391,557,658     99.93%          263,793      0.07%       391,821,451                              31,775
 8       Re-elect Bessie Lee                                                   391,536,287     99.93%          288,577      0.07%       391,824,864                              29,362
 9       Re-elect Simon Pryce                                                  391,576,939     99.94%          241,934      0.06%       391,818,873                              35,353
 10      Re-elect David Sleath                                                 371,588,804     95.01%          19,533,614   4.99%       391,122,418                              731,808
 11      Re-elect Joan Wainwright                                              359,090,807     91.75%          32,290,313   8.25%       391,381,120                              473,106
 12      Reappoint PwC as Auditor                                              390,742,464     99.73%          1,066,533    0.27%       391,808,997                              30,229
 13      Agree remuneration of the auditor                                     391,701,570     99.97%          116,631      0.03%       391,818,201                              21,025
 14      Limited authority to make political donations and to incur political  373,888,864     95.43%          17,908,037   4.57%       391,796,901                              56,782
         expenditure
 15      Authority to allot shares                                             362,853,596     92.61%          28,962,660   7.39%       391,816,256                              37,970
 16      Authority to disapply pre-emption rights up to 5%                     388,114,045     99.06%          3,686,667    0.94%       391,800,712                              53,514
 17      Authority to disapply pre-emption rights for additional 5%            378,232,167     96.54%          13,566,176   3.46%       391,798,343                              55,883
 18      Authority to purchase own shares                                      391,080,929     99.82%          716,275      0.18%       391,797,204                              57,022
 19      Notice Period for General Meetings                                    367,212,213     93.72%          24,620,625   6.28%       391,832,838                              21,388

 

 

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.

 

The Board notes the outcome of the shareholder vote on resolution 2 (the
Directors' Remuneration Report for 2023). With particular reference to the
2022 Remuneration Policy and its implementation, the Committee has valued the
opportunity to engage extensively with shareholders on matters relating to
executive remuneration, in order to understand and address their perspectives
and any concerns. It intends to maintain this open and transparent dialogue
over the coming months and in the future.  We recognise that executive pay is
a topic which can attract strong and often differing opinions amongst
investors and we will therefore continue to seek an approach which is
balanced, fair, and supports the delivery of the Company's long-term
strategy.  In accordance with the UK Corporate Governance Code we will
publish an update on further engagement within six months of the date of this
AGM.

 

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, 13 July 2023 was 473,413,515
ordinary shares in the Company. A total of 82.8% of the share capital was
voted.

 

*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 9.6.2., 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

Clare Underwood

Company Secretary

13 July 2023

 

 

LEI: 549300KVXDURRKVW7R37

 

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