Results of General Meeting

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 May 2014

RPC Group Plc

("RPC" or the "Company")

Results of General Meeting

RPC announces that, at the General Meeting held earlier today, the Resolution to approve the acquisition of ACE Corporation Holdings Limited ("ACE"), details of which were set out in the notice of General Meeting included in the prospectus and circular dated 1 May 2014 (the "Prospectus"), was duly passed without amendment on a show of hands by the requisite majority of shareholders present.

Details of the votes received in relation to the Resolution (which is described in the Notice of General Meeting set out in the Prospectus) are as follows:

As at 12 noon on 17 May 2014 the total number of Existing Ordinary Shares eligible to be voted at the General Meeting was 179,069,906.

The Acquisition is conditional, amongst other things, on the German competition law approval. The Acquisition is expected to complete by early June 2014. A total of 8,509,841 Consideration Shares are expected to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at the same time as Completion.

For full details of the Acquisition and the Consideration Shares, please refer to the Prospectus, which is available on the Company's website www.rpc-group.com. Copies of the Resolution passed at the General Meeting are being submitted to the National Storage Mechanism and will be shortly available for viewing at www.morningstar.co.uk/uk/nsm.do and the Company's web-site www.rpc-group.com.

Terms used in this announcement shall have the same meanings as set out in the Prospectus.

IMPORTANT NOTICE

This announcement does not constitute or form part of any offer on invitation to buy or to subscribe for, or the solicitation of an offer to sell, otherwise dispise of, issue, purchase, otherwise buy or subscribe for, any securities in any jurisdiction.

The Consideration Shares have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws outside of the United Kingdom. The Consideration Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States (as defined in Rule 902 under Regulation S). There will be no public offer of the Consideration Shares in the United States. None of the Consideration Shares, the Form of Proxy, this announcement or any other document connected with the Acquisition has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the Consideration Shares, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with. Any representation to the contrary is a criminal offence in the United States.

This announcement is not for release, publication or distribution (directly or indirectly) into in the United States, Australia, Canada, Japan, South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. There will be no public offer of the Consideration Shares mentioned herein in any country, state, territory or jurisdiction.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to the Acquisition and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, or the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Rothschild accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

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