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* | ||
| 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 expenditure | 373,888,864 | 95.43% | 17,908,037 | 4.57% | 391,796,901 | 56,782 |
| 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.
Clare Underwood
Company Secretary
13 July 2023
LEI: 549300KVXDURRKVW7R37
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