13 January 2023               

RS GROUP PLC

2022 AGM VOTE OUTCOME UPDATE STATEMENT

RS Group plc (the "Company") today provides an update in respect of the results of its Annual General Meeting ("AGM") held on 14 July 2022.  At the Company's AGM, all resolutions were duly passed by poll with the requisite majority. The Board notes that the resolution in respect of the Remuneration Policy received a vote of more than 20% against (as a percentage of total number of votes cast). The votes cast in favour of this resolution was 60.77%.

In advance of the 2022 AGM, the Company undertook an extensive multi-phased consultation process with over 20 major shareholders (representing around 80% of the register) in respect of the proposed changes to the Remuneration Policy, and in particular the one-off Journey to Greatness long-term incentive award ("J2G LTIP").  Through the consultation process, we received valuable feedback and insights from all those we spoke to, with much of this directly influencing the shape of the final proposals (for example - on the J2G LTIP performance measures framework). The shareholders who did raise concerns were primarily focused on the potential maximum quantum under the J2G LTIP and actions required to deliver the maximum pay out awards possible.

The Committee and the Board believe it is important to align the remuneration for our top leaders and the wider workforce with our high-performance, purpose-led culture and strategy and the outcomes experienced by all stakeholders. We firmly believe that the introduction of the J2G LTIP under the 2022 Remuneration Policy provides an effective framework to incentivise senior leadership to deliver truly exceptional performance which would deliver significant sustained and value creative growth and is right for our business and its stakeholders, including our people, customers and shareholders, at this stage in the Group's evolution.   Whilst recognising that there are wider social sensitivities with regard to potential quantum, the Committee remains committed to ensuring that any payments under the J2G LTIP reflect the delivery of exceptional and very stretching stakeholder outcomes and retains the discretion to adjust awards if they are not deemed appropriate in the circumstances.

Further to the announcement made on 16 December 2022 regarding Lindsley Ruth stepping down as Chief Executive Officer, we have confirmed that all J2G LTIP awards held by Lindsley have lapsed in full.

We would like to thank shareholders that took part in the engagement process and value the feedback provided. As part of our ongoing commitment to open and ongoing dialogue, a follow up engagement process is being conducted, where shareholders have been offered the chance to further share perspectives on the Remuneration Policy and maintain a dialogue on investor attitudes to remuneration. A further update will be provided in the 2022/23 Directors' Remuneration Report.

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