REG - RS Group PLC - Result of AGM

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RNS Number : 5465R  RS Group PLC  17 July 2025

RS Group plc

 

Results of Annual General Meeting

 

Following the annual general meeting held today at the offices of Slaughter
and May, One Bunhill Row, London, EC1Y 8YY, 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 19 (inclusive) were
passed as ordinary resolutions.  Resolutions 20 to 23 (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*

(including Chair discretion)
 Resolution                                                                    Votes            % of Votes       Votes        % of Votes
 1       Receive Annual Report and Accounts for 2025                           412,727,537      100.00%          10,509       0.00%       412,738,046                              5,903,119
 2       Approve Directors' Remuneration Policy                                264,865,666      65.63%           138,733,440  34.37%      403,599,106                              15,042,059
 3       Approve Directors' Remuneration Report for 2025                       402,826,628      97.90%           8,644,692    2.10%       411,471,320                              7,169,845
 4       Approve Final Dividend for 2025                                       418,629,332      100.00%          7,404        0.00%       418,636,736                              4,429
 5       Re-elect Alex Baldock                                                 403,412,514      96.37%           15,203,148   3.63%       418,615,662                              24,503
 6       Re-elect Louisa Burdett                                               400,167,445      95.59%           18,448,216   4.41%       418,615,661                              24,503
 7       To elect Carole Cran                                                  411,390,362      98.28%           7,214,226    1.72%       418,604,588                              36,577
 8       Re-elect Rona Fairhead                                                407,607,643      97.37%           11,004,739   2.63%       418,612,382                              28,782
 9       Re-elect Bessie Lee                                                   415,242,899      99.19%           3,382,518    0.81%       418,625,417                              15,747
 10      Re-elect Simon Pryce                                                  418,464,558      99.97%           135,312      0.03%       418,599,870                              41,295
 11      Re-elect Kate Ringrose                                                417,043,797      99.63%           1,566,084    0.37%       418,609,881                              31,284
 12      To elect Miles Roberts                                                418,546,866      99.98%           71,624       0.02%       418,618,490                              22,675
 13      Re-elect David Sleath                                                 407,345,063      97.31%           11,275,625   2.69%       418,620,688                              20,476
 14      Re-elect Joan Wainwright                                              380,968,142      91.01%           37,646,230   8.99%       418,614,372                              26,793
 15      Reappoint Deloitte as Auditor                                         418,605,932      100.00%          20,478       0.00%       418,626,410                              12,255
 16      Agree remuneration of the auditor                                     418,616,794      100.00%          13,732       0.00%       418,630,526                              8,139
 17      Limited authority to make political donations and to incur political  409,658,219      97.87%           8,926,559    2.13%       418,584,778                              38,739
         expenditure
 18      Authority to allot shares                                             386,534,586      92.34%           32,077,729   7.66%       418,612,315                              28,850
 19      Approve Restricted Share Incentive Plan 2025                          269,259,110      67.43%           130,031,191  32.57%      399,290,301                              15,052,864
 20      Authority to disapply pre-emption rights up to 12%                    388,289,211      92.76%           30,289,544   7.24%       418,578,755                              62,410
 21      Authority to disapply pre-emption rights for additional 12%           380,543,255      90.91%           38,036,773   9.09%       418,580,028                              61,137
 22      Authority to purchase own shares                                      418,471,314      99.99%           51,754       0.01%       418,523,068                              118,097
 23      Notice Period for General Meetings                                    397,655,485      94.99%           20,972,153   5.01%       418,627,638                              13,527

 

The Board appreciates the support shown by the majority of shareholders for
the resolutions at today's AGM and it notes the outcome of the voting on
Resolutions 2 and 19.  The Board engaged extensively with c.86% of the
shareholder register throughout the development of our remuneration proposals,
which are designed to incentivise high performance and long-term shareholder
value creation through the industrial cycle.  We welcome the support of
65.63% and 67.43% of our shareholders on Resolutions 2 and 19 respectively and
remain committed to continuing a constructive and positive dialogue on
remuneration issues. An update on that engagement will be published within six
months of the AGM, in accordance with the UK Corporate Governance Code.

 

 

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, 17 July 2025 was 474,049,468
ordinary shares in the Company. The Company does not hold any ordinary shares
in Treasury.  Therefore, the total voting rights in the Company were
474,049,468, and the proportion of the Company's issued share capital
represented by those votes cast is approximately 88.31%.

 

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

 

 

Clare Underwood

Company Secretary

17 July 2025

 

 

 

 

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