RS : Notice of AGM

ONE BRAND.

ONE TEAM. ONE CULTURE.

RS Group plc

NOTICE OF ANNUAL GENERAL MEETING 2023

Contents

Chair's letter to shareholders	2
Notice of Annual General Meeting	3
Explanatory notes to the Resolutions	6
Notes to the Annual General Meeting	9
Annual General Meeting	11
arrangements and facilities
Appendix 1: Directors' biographies	12

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR

IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, it is recommended that you should consult a stockbroker, solicitor, accountant, or other independent professional advisor, authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if you reside elsewhere, another appropriately authorised financial advisor.

If you have received a hard copy version of this document and you have recently sold or otherwise transferred all of your shares in RS Group plc, please pass this document together with the accompanying documents (except for any personalised forms) at once to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

CHAIR'S LETTER TO SHAREHOLDERS

25 May 2023

Dear fellow shareholder

I am delighted to provide details of the Annual General Meeting (AGM) of the Company which will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD at 12.00pm on Thursday,

13 July 2023. The formal Notice of AGM, together with details of the Resolutions to be put to shareholders, are set out on pages 3 to 5 of this document.

This year shareholders are invited to attend the AGM in person. We encourage you to monitor our website rsgroup.com/investors/ corporate-governance/agm-information where we will communicate any changes relating to the AGM arrangements, should the need arise.

Voting at the AGM

We encourage shareholders to submit their vote in advance by appointing either the Chair of the meeting or a named alternative individual to be their proxy to exercise their rights to vote at the AGM, in accordance with their voting instructions. Please complete the proxy form which is being sent to you with this circular and return to our Registrars by post, or complete an eproxy online at www.investorcentre.co.uk/eproxy. Our Registrars must receive your proxy instruction by 12.00pm on Tuesday, 11 July 2023. Completing and returning a proxy form or eproxy will not prevent you from attending and voting at the AGM instead of the proxy if you wish. Voting at the AGM will be on a poll and will reflect all proxy instructions duly received. Further information is on pages 9 and 10.

The results of the votes on the proposed Resolutions will be announced in the normal way as soon as practicable after the conclusion of the AGM.

Raising questions

Shareholders are welcome to submit questions relating to the business to be conducted at the AGM in the following ways:

• in advance, by email to [e-mail], by no later than 12:00pm on Tuesday, 11 July 2023; or
• on the day during attendance at the AGM in person / via a proxy.

The Board will consider all questions received and we will aim to provide answers ahead of the AGM or as soon as reasonably practicable thereafter.

Dividend

The Board is recommending for approval at the AGM a final dividend payment of 13.7p per ordinary share in respect of the financial year ended 31 March 2023. The Company will again be offering shareholders a choice of a share alternative to a cash dividend through its Dividend Reinvestment Plan (DRIP). Shareholders can find out more about the DRIP on page 6.

Your Board of Directors

• am delighted to welcome Simon Pryce, previously Non-Executive Director, to the role of Chief Executive Officer (CEO). Simon is an experienced and proven CEO of high-performing international businesses with strong, effective cultures. He has been an enormously valued member of the Board for the last six years and been highly engaged in the development of the Group's strategy. Simon, along with all remaining Directors, will be standing for re-election at this year's AGM.

Individually, each Director brings a broad range of skills and experience to the Board which collectively provide a comprehensive set of expertise. Full biographical details of each Director seeking re-election can be found on pages 12 to 14.

Authority to allot shares

In previous years we have requested annual shareholder authorities to allot shares limited in line with best practice guidance. This year, we are seeking revised authority (in Resolution 15) which reflects the Investment Association's (IA) share capital management guidelines (IA guidelines) as updated in February 2023. Previously, the IA guidelines stated that the IA would regard as routine an authority to allot up to two-thirds of existing issued share capital, but the updated IA guidelines now permit any amount in excess of one-third of existing issued share capital to be applied to any fully pre-emptive offers (and not just to rights issues, as referred to in the previous IA guidelines). The Board has no current plans to use this authority, or the related authorities sought under Resolutions 16 and 17, but considers it to be in the best interests of shareholders to retain flexibility in the management of the Company's capital in line with the latest guidance. Further explanation is provided on pages 3 and 7.

Voting recommendation

The Directors consider that all the Resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board intends to vote in favour of all of the Resolutions in respect of their own holdings and unanimously recommends that you do so as well.

On behalf of the Board, thank you for your continued support of RS Group plc.

Yours sincerely

Rona Fairhead

Chair

RS Group plc

Registered office: Fifth Floor, Two Pancras Square, London, N1C 4AG, United Kingdom

Registered in England and Wales No: 647788

2 RS Group plc Notice of Annual General Meeting 2023

NOTICE OF

ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of

RS Group plc (the Company) will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on 13 July 2023 at 12.00pm, to consider the business set out below.

Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half the votes cast must be in favour of the Resolution. Resolutions 16 to 19 (inclusive) are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.

Ordinary resolutions

Annual Report and Accounts

1. To receive the Company's accounts and the reports of the Directors and the Auditors for the year ended 31 March 2023.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report for the year ended 31 March 2023 as set out on pages 112 to 132 of the 2023 Annual

Report (excluding the part summarising the Directors'

Remuneration Policy on pages 118 to 122).

Declaration of dividend

3. To declare a final dividend recommended by the Board of Directors of 13.7p per ordinary share for the year ended 31 March 2023 to be paid on 21 July 2023 to all ordinary shareholders who were on the Register of Members on 16 June 2023.

Re-election of Directors

1. To re-elect Alex Baldock as a Director.
2. To re-elect Louisa Burdett as a Director.
3. To re-elect Rona Fairhead as a Director.
4. To re-elect Navneet Kapoor as a Director.
5. To re-elect Bessie Lee as a Director.
6. To re-elect Simon Pryce as a Director.
7. To re-elect David Sleath as a Director.
8. To re-elect Joan Wainwright as a Director.

Auditors' reappointment and remuneration

1. To reappoint PricewaterhouseCoopers LLP (PwC) as Auditors of the Company from the conclusion of the AGM.
2. To authorise the Audit Committee to agree the remuneration of the Auditors.

Political Donations

14.That, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this Resolution has effect are authorised to:

1. make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000, during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 September 2024.

For the purpose of this Resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Directors' authority to allot shares

15. That:

1. the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. up to a maximum nominal amount of £15,760,424 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Companies Act 2006) allotted under paragraph b) below in excess of £15,760,424); and
   2. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a maximum nominal amount of £31,520,848 (such amount to be reduced by any shares allotted or rights granted under paragraph (a) above) in connection with an offer:
   3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
      2. to holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or

any other matter;

RS Group plc Notice of Annual General Meeting 2023

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Notice of Annual General Meeting continued

1. this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, at the close of business on
   30 September 2024;
2. the Company may, before this authority expires, make an offer or agreement which would or might require shares to be allotted or rights to be granted after it expires and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired; and
3. all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this Resolution, which would or might require shares to be allotted or rights to be granted on or after that date).

Special resolutions

Directors' authority to disapply pre-emption rights

16.That:

1. the Directors be given power:
2. 1. subject to the passing of Resolution 15, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that Resolution under section 551 of that Act; and
   2. to allot equity securities as defined in section 560(3) of that
      Act (sale of treasury shares) for cash,

in either case as if section 561 of that Act did not apply to the allotment but this power shall be limited:

1. to the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of:
2. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

1. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and

1. to the allotment of equity securities pursuant to the authority granted under Resolution 15(i)(a) and/or by virtue of section 560(3) of the Companies Act 2006 (in each case otherwise than under paragraph (A) above) up to a maximum nominal amount of £2,364,063;

1. this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, at the close of business on
   30 September 2024; and
2. the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

17. That:

1. in addition to any authority granted under Resolution 16, the
   Directors be given power:
2. 1. subject to the passing of Resolution 15, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that Resolution under section 551 of that Act; and
   2. to allot equity securities as defined in section 560(3) of that
      Act (sale of treasury shares) for cash,

in either case as if section 561 of that Act did not apply to the allotment but this power shall be:

1. 1. limited to the allotment of equity securities up to a maximum nominal amount of £2,364,063; and
   2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of
      Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
2. this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, at the close of business on
   30 September 2024; and
3. the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

4 RS Group plc Notice of Annual General Meeting 2023

Authority to purchase own shares

18.That, in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693 of the Companies Act 2006) of ordinary shares in the capital of the Company (Ordinary Shares) on such terms and in such manner as the Directors of the Company may determine provided that:

1. the maximum number of Ordinary Shares that may be purchased under this authority is 47,281,274;
2. the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
3. 1. an amount equal to 105% of the average of the middle market prices shown in the quotations for the Ordinary Shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
4. the minimum price which may be paid shall be 10p per Ordinary
   Share (exclusive of expenses payable by the Company in connection with the purchase);
5. this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution, or, if earlier, at the close of business on
   30 September 2024, unless renewed before that time; and
6. the Company may make a contract or contracts to purchase
   Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

Notice period for general meetings other than AGM

19. That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

The Directors consider that the passing of each of the Resolutions proposed at the AGM is in the best interests of the Company and its shareholders as a whole and recommend all shareholders to vote in favour of all the Resolutions, as they intend to do in respect of their own beneficial holdings.

By Order of the Board

Clare Underwood

Company Secretary

25 May 2023

RS Group plc Notice of Annual General Meeting 2023

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