2022 AGM - Voting Results Update Statement

RPS Group plc

('RPS' or the 'Group')

2022 Annual General Meeting (AGM) - Voting Results Update Statement

In accordance with the UK Corporate Governance Code, the Company is providing an update in relation to the results of the AGM vote to approve the Remuneration Policy which received a significant minority vote against.

The Remuneration Committee (the 'Committee') understands the sensitivities surrounding remuneration matters. Prior to the AGM, the Committee consulted with its shareholders on its proposed Remuneration Policy and is therefore aware of the concerns that a sizeable minority have with a small number of very specific aspects of the Policy. The Committee previously confirmed that these views would be considered as part of the review of the Remuneration Policy planned for later in 2022.

Due to the recommended acquisition of RPS, the Remuneration Committee has taken the view that the review of the Remuneration Policy should be postponed pending the outcome of the current corporate activity.

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Notes to Editors

Founded in 1970 and built on a legacy of environmental and social engagement, RPS is a diversified global professional services firm of circa 5,000 consultants, designers, planners, engineers, and technical specialists.

As an established technology enabled consultancy, RPS provides specialist services to government and private sector clients.

RPS creates shared value for all stakeholders. Focusing on Natural Resources, Urbanisation, and Sustainability, RPS concentrates its expertise on the parts of project lifecycles that have the biggest impact on project outcomes. Solving problems that matter in a complex, urbanising, resource-scarce world.

Listed on the Main Market of the London Stock Exchange (LSE: RPS.L), RPS is classified within the Professional Business Support Services subsector.

For further information, please visit www.rpsgroup.com.