RS Group Regulatory News (RS1)

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

RS GROUP PLC

("RS Group" or the "Company")

Commencement of Share Buyback Programme

As separately announced today in its full-year results for the financial year ended 31 March 2026, RS Group is today commencing a share buyback programme to purchase ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") for up to a maximum consideration of £100,000,000 (excluding stamp duty and expenses) (the "Buyback").

In line with our capital allocation policy and disciplined approach to deploying capital across both organic and M&A opportunities, the Board has reviewed the strength and efficiency of the balance sheet and intends to continue to pursue a progressive dividend policy alongside the Buyback. The Buyback will be conducted over a 12-month period, and the Board will continue to review efficient deployment of capital in line with the capital allocation policy.

The Company has entered into an agreement with Barclays Bank PLC ("Barclays") to manage the Buyback. Barclays will carry out the acquisition of Ordinary Shares (on a riskless principal basis) for subsequent repurchase by the Company.

Barclays will make trading decisions in relation to the Buyback independently of the Company with regard to the timing of purchases. Any purchase of Ordinary Shares under the Buyback will be carried out during open and closed periods on the London Stock Exchange.

The purpose of the Buyback is to reduce the share capital of the Company. The Directors consider the Buyback to be in the best interests of the Company and of its shareholders generally.

The Buyback will commence immediately and will end no later than 19 May 2027.

Ordinary Shares purchased under the Buyback will be cancelled.

Any purchases under the Buyback shall also take place in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase Ordinary Shares granted by its shareholders at the annual general meeting on 17 July 2025 (the "Existing Authority") and any subsequent authority ("Subsequent Authority"); chapter 9 of the Financial Conduct Authority's Listing Rules; the Market Abuse Regulation (EU) No 596/2014 (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019); and the Commission Delegated Regulation (EU) No 2016/1052 (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019). The Buyback will be discontinued in the event the Company ceases to have the necessary general authority to repurchase Ordinary Shares.

The maximum number of Ordinary Shares that the Company is authorised to purchase under the Existing Authority is 47,404,946 Ordinary Shares.