RTC Share Discussion Threads

[davidosh] 12/6/2026 12:05:14

Nice to see a well known investor buying up stock to support the shareholder group. The directors have been sent a request for a meeting to discuss the next steps following the substantial vote for our two proposed directors and against the directors remuneration.

[castleford tiger] 05/6/2026 15:12:18

thank you. Silly me

[gleach23] 04/6/2026 19:54:07

It's the Interims presentation CT...they are due around 27th July so potentially a 2 day delay

[castleford tiger] 04/6/2026 18:39:32

why an 8 week delay for this presentation?

[davidosh] 04/6/2026 17:31:20

They are always quick to get the results out so cannot complain and now they seem happy to do presentations so that is a good step in the right direction. We shall be consulting shortly on more changes.

[cwa1] 02/6/2026 15:51:30

RTC Group Plc

("RTC", "the Company" or "the Group")

Investor Presentation via Investor Meet Company



RTC Group PLC (AIM: RTC.L) is pleased to announce that Andy Pendlebury, Sarah Dye and Paul Crompton will provide a live presentation relating to the Interim Results via Investor Meet Company on 29 July 2026, 10:30 GMT.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 28 July 2026, 09:00 GMT, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet RTC GROUP PLC via:



Investors who already follow RTC GROUP PLC on the Investor Meet Company platform will automatically be invited.

[cwa1] 28/5/2026 15:16:15

Afternoon David

FWIW, I didn't sell because I had lost hope-or felt that the board has "won"-I sold out because I did not like the look of that AGM trading update one little bit. The "however" section and after was a litany of reasons why things might not look very rosy around the next set of results, or possibly the ones after that. That allied to over generous salaries of the management might make things a bit difficult. Of course I could be wrong and things take a turn upwards and look more palatable in the medium turn-but it's a risk I'm not prepared to take personally given I was able to back out without TOO much fuss.

I wish you and all holders here the very best of luck and hope the board start some constructive dialogue with you(though I wouldn't bet my bottom dollar on that happening!)

[davidosh] 28/5/2026 12:37:58

I do not think you should all lose hope and be selling. We will now be into a consultation phase as the votes were significant and across a very wide shareholder base of at least 37 investors rather than just a handful of supporters for the board.

This will now need the attention of the board as they realise it is just not one shareholder raising the corporate governance issues

[cwa1] 27/5/2026 16:34:05

Summary by AI


RTC Group Plc announced that at its Annual General Meeting, Board-proposed resolutions 1-9 were passed, with significant support ranging from 75.32% to 100.00% for most resolutions, though resolution 2 saw 24.68% against. Shareholder-proposed resolutions 10 and 11 failed to pass, receiving only 33.71% and 30.02% of votes respectively. Despite the passage of Board resolutions, the company noted that over 20% of votes were cast against the Board's recommendation for resolutions 2, 10, and 11, and intends to consult further with investors to understand their feedback.

[bozzy_s] 27/5/2026 15:40:05

Best of luck with shaking things up David.

Too many listed companies like this, directors of microcaps paying themselves FTSE 100 rates.

BISI was the last egregious case I followed - it's delisted and presumably worth zero. Everything except the directors made it appear a good investment. Massive discount to NTAV. But with overpaid and selfish directors, good companies can fail.

Hope your efforts can help reign in, or better still, boot out, the greedy RTC exec(s), before they milk the company to death. It's one that looks a good investment on paper, but could become a 0 due to the CEO.

[myopia] 27/5/2026 12:44:01

Yes, it was a bit of a yin and yang statement, really. At first glance I too thought it was a profit warning even though the first half of the statement sounded quite positive. I really don't know what action to take on this, and quite what affect the governance issues might have had on the statement that was put out, if any. ?

[cwa1] 27/5/2026 10:01:53

Morning All

Time to fess up...I thought that was a fairly horrible statement overall this morning and it looks to me like a profit warning with the potential of more to come.

I had expected the price to be clobbered first thing-but was pleasantly surprised when it wasn't. So I've taken my opportunity to exit the building stage left with a healthy return on initial investment prices and wish all and sundry all the best going forward, especially with the push for greater representation, I think it's badly needed.

I may well be back!

I should say, for the record, I've held on to one modest holding due to circumstances beyond my control but I would have sold that one too if I could have!

[advfn news] 27/5/2026 08:40:01

Read the latest news on RTC here: RTC Group Warns on Rising Cost Pressures Despite Positive Start to 2026 (RTC)

[davidosh] 21/5/2026 14:59:28

You can always attend the Agm and vote in person and there are quite a lot of us attending.

I cannot contact everyone that holds shares and it has been a Herculean task getting this far but it is very clear that the vast majority of the shareholders by number that are voting actually want the changes

[goatman] 21/5/2026 12:19:07

Hi everyone.

I hold RTC as does my cousin for whom I have power of attorney.

This morning I calculated how much of the company we hold and it is 0.33%.

The 0.03% is with HL and I voted in support on their website in the small hours of this morning. Today is their cut-off date.

The 0.3% is with Barclays Smart Investor and I voted by phone today, although they are processing this on a best endeavours basis only as their deadline has officially passed.

Barclays told me that they don't get notified about AGMs and so notifications are not sent to holders.

I am not always looking on here, so Dave had you sent me a personal reminder I would have acted sooner.

I haven't picked my tickets up yet, but I hope to see you all at Mello in June.

G

[castleford tiger] 21/5/2026 08:51:19

I fully support these changes with my 2% holding.

Votes placed

tiger

[davidosh] 20/5/2026 16:00:21

I appreciate it is a bit lengthy but just copying my statement in full...

In accordance with its obligations under the Companies Act the board is obliged to release the statement below from Mr Stredder.

A Case for Improved Corporate Governance at RTC Group plc

To the Shareholders of RTC Group plc ("RTC"),

I am David Stredder, a 5.08% shareholder in RTC. I am writing to you because I believe our company stands at a crossroads. While the underlying business of RTC remains sound and sustainable, I am deeply concerned that the current board structure prioritises the personal interests of directors over those of the shareholders. My goal is not to be disruptive, but to return RTC to being the long-term sustainable business it once was, ensuring that the executive team is appropriately remunerated based on performance and benchmarked against peers.

To this end, I have requested two resolutions for the upcoming AGM on May 27, 2026, to elect Paul Hooper and Gerard Oates as Independent Non-Executive Directors (NEDs).

The Governance Deficit

In the 2025 Annual Report, the Chairman states that the Board has chosen to comply with the Quoted Companies Alliance (QCA) Corporate Governance Code. However, the current structure deviates significantly from these best-practice benchmarks for AIM-listed companies

· The Joint Chairman/CEO Role: Since the passing of Bill Douie in July 2023, Andy Pendlebury has acted as both Chairman and CEO. The QCA Code explicitly states these roles should be separate to ensure no single individual has "unfettered powers of decision".

· Lack of Independence: There is currently only one independent NED, whereas the QCA Code recommends at least two. Furthermore, the current NED, Nick Spolier, is employed by the company's broker, Zeus Capital, compromising his strict independence.

· Remuneration Committee Flaws: The committee currently includes Andy Pendlebury (an Executive). Best practice dictates that this committee should consist exclusively of non-executive directors to ensure objective oversight of executive pay.

· Lack of Shareholder Engagement: For several years, the company has failed to hold regular presentations or results meetings, leaving shareholders in the dark regarding strategic direction.

· Minimal Outreach: Aside from one very recent "Investor Meet Company" presentation, there has been a total absence of formal forums where investors can query management on performance. It is noted that the recent Investor Meet Company event is an exception to an otherwise poor track record.

· Market Visibility: The board's reluctance to provide market guidance or comment on analyst consensus reduces the visibility of RTC shares to potential investors.

The Cost of Poor Oversight

This lack of independent oversight has led to a startling disconnect between performance and pay. As highlighted in the Investors Chronicle "No Free Lunch" article published on May 7, 2026, RTC's governance issues have reached a critical testing point for AIM.

· Skyrocketing Pay: Since July 2023, directors' remuneration as a percentage of revenue has increased by 40%.

· Peer Comparison: RTC's director remuneration is 1.81% of revenue, which is 5.7x the average (0.32%) of our competitors, including SThree, Hays, and Staffline.

· Market Cap Metric: Using Hercules as a close peer, RTC's CEO remuneration (at 3.95% of market cap) and CFO remuneration (at 2.35%) are roughly double those of their Hercules counterparts.

· Transparency: The annual report fails to detail how bonuses are calculated or what performance hurdles must be met.

Furthermore, the board's reluctance to provide market guidance or comment on analyst consensus reduces the visibility of RTC shares to potential investors, potentially stifling the share price.

The Proposed Solution: Paul Hooper & Gerard Oates

The board may argue that these appointments are "disruptive" or that these candidates are not independent because of their professional relationship with me. I want to tackle this head-on: I have known Paul and Gerard professionally for years and can attest to their independence of mind. In fact I have only physically met Paul 4 times. They are not "proxies" for my shareholding; they are seasoned professionals who understand their fiduciary duties to act in the best interests of all shareholders.

Paul Hooper (Proposed Chairman)

Paul is a highly experienced leader who would be available to step into the role of Chairman, finally separating that role from the CEO.

· Market-Leading Performance: As CEO of The Alumasc Group plc, he oversaw exceptional growth. In 2024, Alumasc was the number one performing share in the listed Housing, Building Materials, and Merchants sector (out of approximately 40 companies).

· Track Record: Recently retired after 23 years as CEO of The Alumasc Group plc, where he delivered a record 2025 performance and a 6-year UPBT CAGR of 13.6%.

· Governance Excellence: Under his leadership, Alumasc won the Corporate Governance Award at the AIM Awards in 2025.

· Accessibility: As an independent Chairman, Paul would be accessible to all shareholders outside the executive forum, providing true stewardship.

Gerard Oates (Independent NED)

Gerard brings essential financial rigor and digital transformation expertise to the board.

· Experience: A PwC-qualified Chartered Accountant with an extensive background in insolvency and executive leadership (MBO of Arcadia Products plc).

· Board Roles: Currently a Board Advisor and NED for multiple firms, specialising in manufacturing, ERP systems and digital strategy.

Board Proposed Independent NED

Furthermore, the Board's proposed post-AGM appointment of Andrew Kitchingham does not solve the governance deficit. Mr. Kitchingham is already the Chairman of two PLCs and a major regulatory body, alongside three other directorships. Under any standard 'overboarding' metric, he is significantly overcommitted. RTC requires a dedicated, independent Chairman who has the time to enact real change, not a 'portfolio director' with limited capacity for oversight.

Conclusion and Action

The Board has recommended that you vote against these appointments, claiming they are unnecessary. However, note that I am not seeking to remove any current directors-only to strengthen the board with much-needed independence at a time when the company is already holding its AGM.

I urge you to consider the company's financial results and the clear governance deficiencies. Please support me in voting IN FAVOUR of Resolutions 10 and 11.

If you have already voted, you can still change your vote prior to the proxy cut-off date or attend the AGM in person to voice your opinion. I welcome the opportunity to discuss these matters further with any shareholder. Please contact me at [e-mail].

Sincerely,

David Stredder

[cwa1] 20/5/2026 13:51:06

20 May 2026

RTC Group Plc

("RTC", "the Company" or "the Group")

Response to Shareholder Letter

The Company's notice of general meeting contained two resolutions that were proposed by Mr David Stredder, a member representing at least 5% of the total voting rights of all members of the Company. The Board is now required to release the statement set out below from Mr Stredder.

In the Board's opinion this statement contains a number of inaccuracies. However, your directors have no desire to enter into a public spat with a shareholder through a line-by-line rebuttal.

RTC is already a long-term sustainable business due to the strategic choices and management actions of your directors. This is well documented through the Company's total shareholder return which has outperformed both the wider sector and direct comparisons Mr Stredder chooses to compare the Group with.

The Board's focus will remain on delivering for all shareholders by continuing RTC's strong out-performance relative to the wider sector and building on the current record £300m order book that demonstrates the capabilities of the Group Board and the current management structure.

The Board has made its views very clear on the rationale behind its decision to recommend shareholders reject the Stredder resolutions. However, it will of course abide by the decision of shareholders at the AGM and would encourage Mr Stredder to do the same.

[davidosh] 18/5/2026 15:43:40

That director appointment is to try and appease the shareholders who have said to the board there are not enough NEDs if you only have ONE. There were no NEDs at all for three years.

The newly appointed NED is starting in post after the AGM to avoid being up for re-election and he does not pass the QCA ruling on the number of other roles he has. He is already the chair at three other companies and we badly need an independent chair

[shanklin] 14/5/2026 13:29:15

Looks like a dodgy way of avoiding two genuinely independent directors

[ih_372028] 12/5/2026 10:22:40

I am not avoiding the question, merely unable to tell you any voting figures as only the registrars will know that information.

Our group is made up of at least 40 shareholders on my list with shareholdings from 3000 to nearly 3%, and there are a few with nearly 3% so it is a bit like election day and not knowing until the results are announced.

There will be quite a large number of shareholders attending the Agm and there is an argument for the company allowing shareholder nominated directors because 25% of the shareholder base should be allowed to have one.

In my view the board has very little support from external shareholders beyond the late chairman's shareholding so it is important to vote and for ALL shareholders to have a say. We are the owners.

[cwa1] 12/5/2026 10:01:00

I totally agree, I use AJB, ii.co.uk and iWeb as well as iDealing and the latter are the only ones that charge for voting as far as I can recall. You might say: "just leave them then" but it's a lot more nuance than that as iDealing provide me with a lot of services that the others don't, so...

[gleach23] 12/5/2026 09:46:17

CWA1....that really is shocking.

With AJ Bell, I receive an email for any share I have a holding in as their AGM approaches. The email has a 'Vote Now' button which takes me to my account where I sign in and click the buttons to vote. Done. So easy and no additional charge.

[herbert0] 12/5/2026 09:34:59

The important thing is that inquisitive people think about the issue and vote. Many people won’t vote, or they will take the Board’s advice.