RWS Holdings plc
Annual General Meeting: 13 February 2012

The Company confirms that at its Annual General Meeting all resolutions were passed unanimously on a show of hands.
For information the proxy votes received were as follows:
Resolution 1

To receive and adopt the Company's annual accounts and the reports of the directors and auditor
for the year ended 30 September 2011:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,783,669
100,000
93,00075,000including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 2To approve the directors' remuneration report for the year ended 30 September 2011:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,863,269
19,90093,00075,000including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 3

To declare the final dividend for the year ended 30 September 2011:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,883,669
093,000
75,000including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 4

To reappoint Andrew Brode as a director:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

29,724,496
465,659
93,0002,768,514

including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 5

To reappoint Reinhard Ottway as a director:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,883,669
0
93,00075,000including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.

Resolution 6To reappoint BDO LLP as auditors and authorise the directors to determine
their remuneration:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,865,169
18,50093,00075,000including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 7

To authorise the directors to allot shares:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,350,194
093,000608,475

including

11,575 left to the discretion of the Chairman

The resolution was passed as an Ordinary Resolution.
Resolution 8To authorise the directors to disapply statutory pre-emption rights:
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,649,694
231,075
93,00077,9000 left to the discretion of the Chairman

The resolution was passed as a Special Resolution.
Resolution 9To grant authority to purchase the Company's shares
Votes forVotes against
Left to the discretion of a third party
Votes withheld

32,883,669
093,000
75,000including

14,575 left to the discretion of the Chairman

The resolution was passed as a Special Resolution.
Resolution 10 To approve the Rule 9 waiver
Votes forVotes against
Left to the discretion of a third party
Votes withheld

11,498,609
3,338,673
93,00075,00011,575 left to the discretion of the Chairman but hewas unable to exercise that discretion

The resolution was passed as an Ordinary Resolution.
2012 02 13.xls