AGM Information • Mar 30, 2022
AGM Information
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11 May 2022 3:00pm
While we do not expect the arrangements for the AGM to change, the measures being taken by the UK government to help contain the spread of COVID-19 can be subject to change at short notice and we therefore recommend that shareholders check the Company's website www.rentokil-initial.com/agm in advance of the meeting where any updates will be provided.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other appropriate independent professional adviser. If you have sold or otherwise transferred your Rentokil Initial plc shares, please pass this Notice of AGM together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to whoever now holds the shares.

Richard Solomons Chairman
I have pleasure in enclosing the Notice of the Annual General Meeting (AGM) of Rentokil Initial plc (the Company) which will be held at, and broadcast from, the Company's offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 11 May 2022 at 3:00pm. The formal Notice of the AGM is set out on pages 3 and 4 of this document and an explanation of the business to be considered and voted on at the AGM is set out on pages 5 and 6.
I am pleased, for the first time in three years, to be able to invite shareholders to attend our AGM in person on 11 May 2022. This will take place at our new UK head office in Crawley and will again be a hybrid meeting, with a facility for shareholders to attend, ask questions and vote on the proposed resolutions at the AGM electronically. The AGM is an important event in the Company's corporate calendar, providing an opportunity for the Board to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.
While it is currently anticipated that there will be no restrictions on social contact or meeting format at the time of the AGM, shareholders should carefully consider whether or not it is appropriate to attend the AGM. The health and safety of our shareholders and colleagues is always our utmost priority, and we therefore request that any shareholder who wishes to attend the AGM undertake a lateral flow test on the morning of the meeting and that no one attends if they are experiencing any COVID-19 symptoms or have recently been in contact with anyone who has tested positive. Our full guidance for attending in person can be found on page 7. Tea and coffee will be available after the meeting; however, no other catering will be provided. We continue to encourage our shareholders to join the AGM safely and securely via the live webcast, where they will be able to engage in all elements of the meeting.
I would also encourage shareholders to submit any questions they would like to have answered at the AGM by emailing them to chairman@ rentokil-initial.com in advance, to be received no later than 3:00pm on Monday 9 May 2022. You can also submit questions immediately before and during the meeting by accessing the AGM website at web.lumiagm. com/134412041. Full details of how to join the meeting virtually are set out in Appendix 2 on page 11 of this document.
Where it is not possible to answer any of the questions submitted prior to and during the AGM – for example, due to time constraints – we will endeavour, where appropriate, to answer them both directly to the shareholder by post and by publishing questions and responses on the Company's website at rentokil-initial.com/agm as soon as practicable following the AGM.
While we do not anticipate any changes to the arrangements set out above, it is possible that the Company may be required to change the arrangements for the AGM at short notice should government guidance change or restrictions be reintroduced. While unlikely, in such circumstances the Company may be required to hold the meeting entirely in electronic form, without shareholders being able to attend the meeting in person. If this is the case, we would communicate this to the London Stock Exchange via a Regulatory Information Service announcement and publish the relevant information on the Company's website at rentokil-initial.com/agm.
Your vote, as always, is important to us and, in light of the potential for government restrictions to change at short notice, we strongly encourage you to consider ensuring that your vote is counted by submission of the proxy form online or by post. We would also advise you to appoint me, the Chair of the meeting, as your proxy to ensure that your vote is counted if for some reason you or your proxy are not able to attend on the day. Please complete and submit your form of proxy online or complete the paper proxy that accompanies this Notice and return it to the Company's Registrar, Equiniti. All proxy forms must be received by no later than 3:00pm on Monday 9 May 2022. Information about how to appoint a proxy electronically is given in note 4 on page 7 of this document. Voting by proxy ahead of the meeting will not prevent you from attending and voting either in person or electronically.
Shareholders and their duly appointed representatives and/or proxies are invited to participate remotely via a live webcast which you can access by logging on to web.lumiagm.com/134412041. Online joining instructions can be found on page 11 in respect of the electronic elements of the AGM, including instructions on how to submit your votes on the day along with the relevant contact details if you encounter any issues.
The formal notice of the AGM is set out on pages 3 and 4, with full details of the resolutions to be proposed at the AGM contained in the explanatory notes on pages 5 and 6 of this document. All resolutions are those that are dealt with as a matter of course at each AGM of the Company.
The Board believes that all of the resolutions to be put to the meeting are in the best interests of the Company's members as a whole and will promote the success of the Company for their and its other stakeholders' benefit. The Board unanimously recommends that you vote in favour of the resolutions to be put to the meeting, as members of the Board intend to do in respect of their own beneficial shareholdings. All resolutions will be put to a poll and the voting results will be published via a Regulatory Information Service announcement and on the Company's website as soon as possible following the AGM.
Thank you, on behalf of the Board, for your continued support of Rentokil Initial. If you have any questions please do not hesitate to contact me by email at [email protected].
Yours faithfully
Richard Solomons Chairman
30 March 2022
Rentokil Initial plc Compass House Manor Royal Crawley West Sussex RH10 9PY
Tel: +44 (0)1293 858000 Registered office: as above Registered in England and Wales; Company No. 5393279
rentokil-initial.com
Notice is hereby given that the AGM of Rentokil Initial plc (the Company) will be held at, and broadcast from, the Company's offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 11 May 2022 at 3:00pm for the purposes listed below. Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 19 will be proposed as special resolutions.
during the period commencing on the date of this resolution and ending at the close of the AGM of the Company to be held in 2023, provided that in each case any such donations and expenditure made by the Company or by any such subsidiary shall not exceed £50,000 per company and together with those made by any such subsidiary and the Company shall not in aggregate exceed £100,000.
Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this resolution.
and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
Such authorities shall apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of the AGM of the Company to be held in 2023 (or, if earlier, at the close of business of 11 August 2023) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the Directors may allot relevant securities under any such offer or agreement as if the authority had not ended;
of the authority granted under resolution 15(a)(ii), by way of a rights issue only):
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of s.560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority given by resolution 15' were omitted.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of s.560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority given by resolution 15' were omitted.
By order of the Board
Daragh Fagan Company Secretary 30 March 2022
Registered office:
Rentokil Initial plc Compass House Manor Royal Crawley West Sussex RH10 9PY
Registered in England and Wales; Company No. 5393279
rentokil-initial.com
Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors must present the report of the Directors and the accounts of the Company for the year ended 31 December 2021 to shareholders at the AGM. These include the Financial Statements, together with the Strategic Report, the reports of the Directors and the auditor and those parts of the Directors' Remuneration Report that are capable of being audited. These are all contained in the Annual Report 2021.
Shareholders are invited to approve the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, which may be found on pages 115 to 132 of the Annual Report 2021. It sets out the pay and benefits received by each of the Directors for the year ended 31 December 2021. In line with legislation this vote will be advisory and in respect of the overall remuneration package.
Shareholders must approve the final dividend payable for each ordinary share held. The Board proposes a final dividend of 4.30p per share for the year ended 31 December 2021. If approved, the recommended final dividend will be paid on 18 May 2022 to all shareholders who are on the register of members on 8 April 2022.
Shareholders are reminded that we will no longer be paying dividends by cheque (see note 7 on page 8 for more information).
The Directors shall retire and stand for re-election on an annual basis in accordance with the Company's Articles of Association and the UK Corporate Governance Code. Resolutions 4 to 11 (inclusive) propose such re-election of each of the Directors of the Company, which will take effect at the conclusion of the AGM. The Board is content that each Non-Executive Director proposed for re-election is independent in character and there are no relationships or circumstances likely to negatively affect their character or judgement.
All of the Directors seeking re-election have wide business knowledge and bring valuable skills and experience to the Board. Following the annual evaluation exercise conducted during the year, details of which can be found on page 101 of the Annual Report 2021, the Board considers that each of the Directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. Separate resolutions will be proposed for each of these re-elections. Details of all Directors can be found on pages 9 and 10 of this Notice and in the Company's Annual Report for 2021, with their skills and experience illustrating why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. The Board believes this information is sufficient to enable shareholders to make an informed decision on their re-election.
The auditor of a company must be appointed or re-appointed at each general meeting at which accounts are laid, to hold office until the conclusion of the next general meeting at which the accounts are laid. Resolution 12 proposes the re-appointment of
PricewaterhouseCoopers LLP (PwC) as the Company's external auditor until the conclusion of the next general meeting of the Company at which the accounts are laid. PwC have been in office since their appointment at the AGM in May 2021. The Audit Committee has recommended the appointment of PwC pursuant to resolution 12.
This resolution gives authority to the Directors, in accordance with standard practice, to determine the auditor's remuneration. The Directors will delegate this authority to the Audit Committee.
It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression. However, given the breadth of the relevant provisions in the Companies Act 2006 it may be that some of the Company's activities may fall within the wide definitions under the Companies Act 2006 and, without the necessary authorisation, the Company's ability to communicate its views effectively to political audiences and to relevant interest groups could be inhibited. Such activities may include briefings at receptions or conferences – when the Company seeks to communicate its views on issues vital to its business interests – including, for example, conferences of a party political nature or of special interest groups. Accordingly, the Company believes that the authority contained in resolution 14 is necessary to allow it (and its subsidiaries) to fund activities which it is in the interests of shareholders that the Company should support. Such authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the relevant provisions of the Companies Act 2006, unintentionally commit a technical breach of the Companies Act 2006. Any expenditure which may be incurred under the authority of this resolution will be disclosed in next year's Annual Report.
The Company's Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the Directors at last year's AGM under s.551 of the Companies Act 2006 to allot shares expires on the date of the forthcoming AGM.
Accordingly, this resolution 15 seeks to renew the existing authority under s.551 of the Companies Act 2006 which would otherwise expire at the AGM to, in the case of paragraph (a)(i), give the Directors authority to allot the Company's shares or grant rights to subscribe for, or convert securities into, such shares up to a maximum nominal amount of £6,212,000 and, in the case of paragraph (a)(ii), to give the Directors authority to allot ordinary shares (including the shares referred to in paragraph (a)(i)) up to a nominal amount of £12,424,000 in connection with a pre-emptive offer to existing shareholders by way of a rights issue (including giving Directors the ability to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal or practical problems).
This is in accordance with the latest guidance published by the Investment Association. The amount of £6,212,000 represents approximately one third of the Company's issued ordinary share capital (excluding treasury shares) as at 23 March 2022, being the last practicable date prior to publication of this Notice (the Latest Practicable Date). The amount of £12,424,000 represents approximately two thirds of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date. This renewed authority will remain in force until the AGM to be held in 2023 (or, if earlier, at the close of business of 11 August 2023). The Directors have continued to seek annual renewal of this authority in accordance with best practice and intend to continue to do so. The Company does not hold any treasury shares as at the Latest Practicable Date.
The Directors have no present intention to exercise this authority (other than in connection with the allotment of shares under employee share schemes). However, renewal of this authority will ensure that the Directors have flexibility in managing the Company's capital resources so that the Directors can act in the best interests of shareholders generally.
As announced on 14 December 2021, the Company and Terminix Global Holdings, Inc. (Terminix) have reached an agreement for the acquisition, by a subsidiary of the Company, of the entire common stock of Terminix. A shareholder circular, together with notice of the shareholder meeting to approve the transaction and to seek authorities to implement the transaction, will be distributed to shareholders in due course.
Under s.561(1) of the Companies Act 2006, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into ordinary shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first given a limited waiver of their pre-emption rights. Resolutions 16 and 17, which will be proposed as special resolutions, seek to replace the authority given to the Directors at the last AGM which would otherwise expire at the AGM, to allot equity securities for cash on a non-pre-emptive basis without first offering them to existing shareholders in proportion to their existing shareholdings.
Resolutions 16 and 17 ask shareholders to grant this limited waiver.
Resolution 16 contains a two-part waiver. The first is limited to the allotment of shares for cash in connection with a rights issue to give the Directors the ability to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders. The second is limited to the allotment of shares for cash up to an aggregate nominal value of £931,000 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 5% of the issued ordinary share capital as at the Latest Practicable Date.
The waiver granted by resolution 17 is in addition to the waiver granted by resolution 16. It is limited to the allotment of shares for cash up to an aggregate nominal value of £931,000 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents a further 5% (approximately) of the issued ordinary share capital as at the Latest Practicable Date. This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's March 2015 Statement of Principles (PEG Principles).
The PEG Principles indicate that, in addition to the standard annual disapplication of pre-emption rights up to a maximum equal to 5% of issued ordinary share capital (requested in resolution 16), the PEG is supportive of extending the general disapplication authority by an additional 5% in certain specified circumstances. The PEG has recommended that companies request this additional disapplication authority in a separate resolution. The Directors are therefore seeking authority for a combined limit of 10% under two separate resolutions in accordance with the PEG Principles.
The Directors have continued to seek an annual disapplication of the pre-emption rights in accordance with best practice and intend to adhere to the recommendations in the PEG Principles.
The Directors have no present intention of exercising this authority, but this authority will ensure that the Directors have flexibility in managing the Company's capital resources so that the Directors can act in the best interests of shareholders generally.
The Directors do not intend pursuant to the waiver in resolution 16 to allot shares non-pre-emptively for cash in excess of an amount equal to 7.5% of the issued ordinary share capital (excluding treasury shares) in any rolling three-year period, in accordance with the PEG Principles.
The authorities sought will remain in force until the AGM to be held in 2023 (or, if earlier, at the close of business of 11 August 2023).
Resolution 18, which will be proposed as a special resolution, gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. This renews the authority granted at last year's AGM which expires on the date of the AGM. The authority limits the number of shares that could be purchased to a maximum of 186,300,000 (representing approximately but not more than 10% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date and sets minimum and maximum prices. This authority will expire at the conclusion of the AGM of the Company in 2023 (or, if earlier, at the close of business of 11 August 2023).
The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the cash reserves of the Company, the Company's share price and other investment opportunities. The authority will be exercised only if the Directors believe that to do so will result in an increase in earnings per share and will be in the interests of shareholders generally.
Any purchases of ordinary shares under this authority will be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employee share schemes. As at the Latest Practicable Date, there were options over 25.8 million ordinary shares in the capital of the Company, which represent 1.39% of the Company's issued ordinary share capital (excluding treasury shares).
If the authority to purchase the Company's ordinary shares was exercised in full, these options would thereafter represent 1.54% of the Company's issued ordinary share capital (excluding treasury shares). The authority will only be valid until the conclusion of the next AGM in 2023 (or, if earlier, at the close of business of 11 August 2023). The Company has sought the authority of the shareholders to purchase its own shares by way of special resolution.
The Companies Act 2006 sets the notice period required for general meetings at 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Resolution 19 seeks such approval with respect to general meetings (other than annual general meetings) of the Company. Annual general meetings will continue to be held on at least 21 clear days' notice.
The approval will be effective until the Company's next AGM in 2023, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Companies Act 2006 before it can call a general meeting on 14 clear days' notice. It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.
This Notice of Meeting is being sent to all shareholders who have requested to receive shareholder communications in paper form. It is also available on the Company's website at rentokil-initial.com. A proxy form is enclosed with this Notice.
This year's AGM will be a combined physical and electronic meeting. Shareholders will be able to participate in the meeting remotely via a live webcast which you can access by logging on to web.lumiagm. com/134412041. Online joining instructions can be found in Appendix 2.
While it is currently anticipated that there will be no restrictions on social contact or meeting format at the time of the AGM, shareholders should carefully consider whether or not it is appropriate to attend the AGM. If you are attending the AGM in person, please bring the white paper admission card with you. It authenticates your right to attend, speak and vote at the AGM and will assist your admission. You may also find it useful to bring this Notice of AGM and the Annual Report 2021 so that you can refer to them at the meeting. Shareholders will be able to access the Company's office from 2:00pm and the AGM will start promptly at 3:00pm. Tea and coffee will be available after the meeting; however, no other catering will be provided.
We request that any shareholder who wishes to attend undertake a lateral flow test on the morning of the meeting and that no one attends if they are experiencing any COVID-19 symptoms or have recently been in contact with anyone who has tested positive. Subject to conditions on the day of the meeting, shareholders may be required to wear face masks.
Shareholders will not be permitted to bring guests (with the exception of carers of shareholders). There is wheelchair access and anyone accompanying a shareholder in need of assistance will be admitted to the AGM. If any shareholder with a disability has any questions regarding attendance at the AGM, please contact the Group Company Secretariat at the details below.
The venue is accessible by car or public transport. For more information of how to get to the venue, please visit our website at rentokil-initial.com/agm. If you are coming to the AGM by car, parking is available at our offices. Please contact the Group Company Secretariat by email to [email protected] or telephone 01293 858000 to reserve a parking space.
If you are unable to attend the AGM, you can appoint the Chair of the meeting as your proxy to vote on your behalf in accordance with the procedure set out in the notes below.
Please note that the proceedings will be broadcast live via the Lumi website and a recording of the meeting will be made available on the Company's website for a period of 12 months from the date of the event.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered in the register of members of the Company as at 6:30pm on 9 May 2022, or, if this meeting is adjourned, in the register of members as at 6:30pm two days, excluding non-business days, before any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after 6:30pm on 9 May 2022, or, if this meeting is adjourned, in the register of members after 6:30pm two days, excluding non-business days, before any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
In the case of joint holders of a share, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.
The Company confirms that all resolutions to be proposed at the AGM will be put to the vote on a poll. All of the votes of the shareholders present will be counted, and added to those received by proxy, and the final results of the voting at the AGM will be announced through a Regulatory Information Service and will appear on our website at rentokil-initial.com as soon as possible following the meeting.
Registered shareholders who are unable to attend the meeting may appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company (but must attend the meeting on your behalf) and may be appointed by:
Please note that, due to the current issues surrounding COVID-19 and the related public health guidance, we strongly recommend that you appoint the Chair of the meeting as your proxy, to ensure that your vote is counted even if attendance at the meeting is restricted or you are unable to attend. The return of a completed proxy form online or by post will not prevent a shareholder attending the AGM and voting either in person or electronically if the shareholder wishes to do so.
To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, by following the procedures described in the CREST manual available at www.euroclear.com, the CREST message must be received by the issuer's agent RA19 by 3:00pm on Monday 9 May 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
IMPORTANT: To be effective your proxy form must be received by the Company's Registrar no later than 3:00pm on Monday 9 May 2022. Further details regarding the appointment of proxies are given in the notes to the proxy form. The rights of shareholders in relation to the appointment of proxies as stated above do not apply to a person nominated under s.146 of the Companies Act 2006 to enjoy information rights (a Nominated Person). Such rights can only be exercised by shareholders of the Company.
Corporate shareholders may appoint one or more corporate representatives, who may exercise on its behalf all its powers, provided that if two or more representatives are appointed either:
Any Nominated Person to whom this Notice has been sent may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
Shareholders attending the meeting have a right to ask questions at the AGM relating to the business of the meeting. There will be opportunities to ask questions in person and online via the Lumi platform (see Appendix 2). However, the Board strongly encourages shareholders to submit questions in advance of the AGM to ensure that the Directors can address as many questions as possible.
Pre-submitted questions can be emailed to chairman@rentokil-initial. com or posted to the Group Company Secretariat, Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, UK and should be received by 3:00pm on Monday 9 May 2022. A recording of the meeting, including the questions asked and the answers, will be made available on the Company's website as soon as practicable following the conclusion of the AGM.
If multiple questions on the same topic are received in advance of, or during, the Meeting, the Chairman may choose to provide a single answer to address shareholder queries on the same topic.
A question may not be answered at the meeting if such answers would interfere unduly with the preparation of the meeting, involve the disclosure of confidential information, the answer has already been published on the Company's website or it is not in the interests of the Company or the good order of the meeting that the question be answered. The Chairman may also nominate a representative to answer a specific question after the meeting or refer the questioner to the Company's website.
Under s.527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to request publication on the Company's website of any concerns that they propose to raise at the meeting relating to:
As previously communicated, the Company will no longer be paying dividends by cheque and all dividends will now be credited directly into a shareholder's UK bank or building society account. Shareholders who historically received dividends by cheque and have not yet completed a Dividend Mandate Form will need to contact our Registrar to request a form for completion (see note 11 below for contact details). For any shareholder who has not submitted their dividend mandate by the deadline of 8 April 2022, cash will be held in an account and they will need to contact our Registrar for the cash to be distributed to their UK bank or building society account. If you do not have a UK bank or building society account you may be able to arrange for payments to be converted and paid in your local currency. Please contact our Registrar for more information.
As at the Latest Practicable Date, the Company's issued share capital consisted of 1,863,832,965 ordinary shares, carrying one vote each.
Any documents or information relating to the proceedings at the meeting may only be sent to the Company in one of the ways set out in this Notice of Meeting.
In accordance with s.311A of the Companies Act 2006, a copy of this Notice, and other information required by such section, is available on the Company's website at rentokil-initial.com.
Any enquiries in relation to shareholdings, dividends, or regarding the appointment of a proxy should be directed to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by telephone on 0333 207 6581 or +44 121 415 0077 if calling from overseas. Lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.
Any other enquiries in relation to the AGM should be directed to the office of the Company Secretary at [email protected].
Please note that Daragh Fagan will retire as Company Secretary at the end of March 2022. Fom 1 April 2022, Catherine Stead will be the Company Secretary of Rentokil Initial plc.
Chief Financial Officer Appointed: August 2020
Stuart has extensive experience in senior operational and corporate finance roles, gained at Group level and in key operational businesses since joining Rentokil Initial in May 2007, as well as other leading organisations. Most recently, he was CFO for North America, the Company's largest business, and before that spent several years as Group Financial Controller and Treasurer before four years as Regional Finance Director for Europe, driving organisational change and enhancing growth. A deep operational understanding of key regional businesses, combined with experience at the corporate centre, will enable Stuart to make a broad contribution to the ongoing development and growth of the Group.
After qualifying as an accountant at Stoy Hayward, he worked for organisations including Lex and RAC and joined Rentokil Initial in 2007 as Divisional Finance Director for the global Pest Control business.
Stuart has a degree in Politics and International Studies from the University of Warwick and is a fellow of the Institute of Chartered Accountants in England and Wales.
Current external commitments None
growth, service line extensions and new country entries (including emerging markets in Latin America and Asia). His executive experience has been in complex, geographically dispersed and multi-site businesses operating globally.
Sarosh is Chairman of Sodexo's North American services, which include clinical technology in healthcare settings, SaaS-based digital ecosystems and food-focused delivery. He is also CEO of Sodexo's global Home Care Services business and a member of the listed group's executive committee. Prior to joining Sodexo in 2011, he worked in senior roles in major business-to-business and consumer organisations Compass, Starbucks, Aramark and PepsiCo. Sarosh has a Bachelor's degree from St John's University, Minnesota, and an MBA from the A. Gary Anderson Graduate School of Management, California.
A Chairman, Sodexo North America and CEO, Home Care Services Worldwide
A Board Director, Didi Hirsch Mental Health Services
Appointed: January 2018 and became Senior Independent Director in May 2019
John has a strong track record of developing and implementing global strategies for profitable growth at National Grid, deep experience of running a major US business, a strong economic background and engineering leadership experience. His skillset includes service provision to a large commercial and residential customer base, delivering world-class levels of safety performance and driving transformational change in highly regulated environments. He also has significant experience of M&A in both the UK and US. He has broad experience of dealing with governments and regulators in the UK and US, and leading development of ESG strategies where he has driven the introduction of National Grid's first ever Responsible Business Charter which launched in 2020, and led the company's Principal Partnership of COP26 in Glasgow.
John is Chief Executive of National Grid plc, a fellow of the Institute of Engineering and Technology, and a fellow of the Energy Institute. He is a member of the UK government's Inclusive Economy Partnership, a member of the Edison Electric Institute Executive Committee, a member of the Electric Power Research Institute Board and sits on the President's Committee of the CBI.
Current external commitments
A Chief Executive, National Grid plc
Appointed: May 2008 and became Chief Executive in October 2013
Andy has led Rentokil Initial as Chief Executive since October 2013 and was responsible for the creation of the RIGHT WAY strategy. He brings a focused operational management style, together with a broad range of commercial and strategic skills gained in senior executive positions and legal roles earlier in his career, including several years in the US and Canada. He has over 30 years' experience of creating value through mergers and acquisitions (M&A) around the world, at Rentokil Initial and ICI, and he has a strong record of engaging with stakeholders, from colleagues and customers to investors, as well as creating innovative partnerships with not-for-profit organisations.
He joined Rentokil Initial in 2008 as Executive Director of the global Pest Control business, from ICI where he was part of the executive management team with operational responsibility for ICI's Regional and Industrial Division, after holding various management positions as General Counsel and head of the M&A team since 1987. Andy is a graduate of the University of Southampton (LLB) and a qualified solicitor. He is a patron of Malaria No More UK.

NED Non-Executive Director SID Senior Independent Director
Chairman
Appointed: March 2019 and became Chairman in May 2019
Richard brings to the Board deep operational and financial expertise combined with a strong commercial and strategic development track record. As former Chief Executive Officer of InterContinental Hotels Group plc (IHG), and prior to that Chief Financial Officer, he has broad experience of leading a successful multinational, as well as delivering growth in North America and Greater China, and the effective use of digital tools in service-led global businesses. These attributes enable him to provide the necessary leadership to the Board and to contribute insights relevant to many of the strategic priorities of the business, as well as experience from the key hospitality customer segment.
He is active, in parallel with the Executive Directors, in engaging with investors to ensure that their views and perspectives are considered within Board discussions.
Richard has a BA in Economics from the University of Manchester, trained as a Chartered Accountant with KPMG, and has seven years' investment banking experience in New York and London with Hill Samuel. Until May 2020, Richard was the Senior Independent Director of Aston Martin Lagonda Global Holdings plc.
Non-Executive Director
Appointed: July 2014
Julie has extensive financial experience having had a long, successful career in a number of commercially oriented finance and related roles, working for some of the world's best-known consumer brands. In her non-executive career, she has extensive experience of leading audit committees in companies undergoing rapid growth and change. Through her various roles, Julie has also gained significant exposure to commercial, legal, HR and operational challenges and responsibilities.
She was Chief Commercial Officer of Virgin Atlantic Limited between 2010 and 2013, responsible for the commercial strategy of Virgin Atlantic Airways and Virgin Holidays, having previously been Chief Financial Officer of Virgin Atlantic Limited for 10 years. In addition, Julie was previously Group Finance Director at Porsche Cars Great Britain, and Finance and Operations Director at WH Smith – HJ Chapman & Co. Ltd. She was previously a Non-Executive Director of Stagecoach Group plc, Gategroup AG, Cineworld plc and DFS Furniture plc. Julie is a Chartered Accountant, having trained with Price Waterhouse, and has a BA (Hons) in Economics from Cambridge University.

NED Non-Executive Director SID Senior Independent Director
Non-Executive Director Appointed: April 2020
Cathy is an experienced Non-Executive Director with significant business leadership experience plus a deep knowledge of HR and remuneration matters. Her executive career, at executive committee level at Barclays PLC and Lloyds Banking Group PLC, has included responsibility for strategy, investor relations, HR, corporate affairs, legal, internal audit, brand and marketing. She brings deep experience of leading international customer-focused businesses, operating in complex, highly regulated industries and navigating highly challenging environments such as the 2008 financial crisis.
Her earlier career was in consulting and manufacturing and included roles with major audit and consultancy firms. Cathy graduated in Economics from Lancaster University. Until May 2020, she was a Non-Executive Director at Quilter plc. She is a partner at the senior advisory organisation, Manchester Square Partners.
Non-Executive Director
Appointed: November 2017
As an economist, corporate lawyer and financial broadcaster, Linda brings a diverse range of skills to the Board, including strong commercial experience gained through her work in corporate law and previous non-executive positions, as well as deep insights into the economic environments in the markets in which Rentokil Initial operates, including key emerging and rapidly developing markets.
Linda has acted in various advisory roles, including for the World Bank and the European Commission. Linda has obtained a BA at Yale; Master's at Harvard; Juris Doctorate at New York University; and an MA and doctorate at Oxford. Linda is a fellow at St Edmund Hall, Oxford University and Adjunct Professor of Economics at London Business School as well as Visiting Professor at the London School of Economics and Political Science (LSE). Linda is an Adviser to the UK Board of Trade and a member of the Independent Review Panel on Ring-fencing and Proprietary Trading.
| Date | 11 May 2022 |
|---|---|
| 2:00pm | AGM website opens and questions can be submitted online. |
| 3:00pm | AGM begins; you will be able to vote once the Chair of the meeting declares the poll open. |
| 4:00pm | Estimated time that the meeting will close. The poll will close at the end of the meeting and the results of the poll will be released to the London Stock Exchange once collated. |
For the 2022 AGM, Rentokil Initial plc will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, web.lumiagm.com/134412041.
Shareholders can participate in the meeting remotely, via: https://web. lumiagm.com/134412041. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone. On accessing the meeting platform, you will be asked to enter your unique SRN and PIN (which is the first two and last two digits of your SRN). These can be found printed on your form of proxy.
Access to the Lumi platform will be available an hour prior to the start of the meeting; however, please note that your ability to vote will not be enabled until the Chair of the meeting formally declares the poll open.
If you experience any difficulties please contact Equiniti by emailing [email protected] stating your full name, postcode and Shareholder reference number, if known.
Once logged in, and at the commencement of the meeting, you will be able to follow the proceedings on your device.
Once the Chair has formally opened voting on all resolutions, the list of resolutions will automatically appear on your screen. This means shareholders may, at any time while the poll is open, vote electronically on any or all of the resolutions in the Notice of Meeting. Resolutions will not be put forward separately.
Select the option that corresponds with how you wish to vote. Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button.
To vote on all resolutions displayed, select the 'vote all' option at the top of the Screen.
To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this while the poll remains open and before the Chair announces its closure.
A user guide to joining the Rentokil Initial plc 2022 AGM electronically and accessing the webcast and question facility is also available on our website at rentokil-initial.com/agm.
Questions on the day can be submitted either as text via the Lumi messaging function or verbally via the Virtual Mic. Details of how to access the Virtual Mic will be provided on the day of the meeting, once you are logged into the Lumi platform.
To ask a question via the Lumi messaging function, select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.
Shareholders can also submit questions in advance of the meeting by email to [email protected].
An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and view the broadcast. It is the user's responsibility to ensure that you remain connected for the duration of the meeting.
As well as having the latest internet browser installed, users must ensure that their device is up to date with the latest software release.
Duly appointed proxies and corporate representatives who wish to attend remotely on a shareholder's behalf should contact the Company's Registrar, Equiniti, to receive their unique SRN and PIN by emailing Equiniti at [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.
Mailboxes are monitored 9:00am to 5:00pm Monday to Friday (excluding public holidays in England and Wales).
Rentokil Initial plc Compass House Manor Royal Crawley West Sussex RH10 9PY
Registered office: as above Registered in England and Wales; Company No. 5393279
Tel: +44 (0)1293 858000
rentokil-initial.com
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