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Rentokil Initial PLC

Proxy Solicitation & Information Statement Sep 7, 2022

5305_agm-r_2022-09-07_c1398782-85da-4c7f-a256-ec3097e4376d.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

General Meeting in relation to the acquisition of Terminix Global Holdings, Inc. (the Transaction)

NOTICE OF GENERAL MEETING

Dear Shareholder

You can now access the combined shareholder circular and prospectus (the Combined Document) containing the Notice of General Meeting by visiting the Company's website at https://www.rentokil-initial.com/ generalmeeting.

Explanatory notes on all the resolutions can be found in the Notice of General Meeting contained in the Combined Document.

Please note that the deadline for receiving proxies is 1.30 pm on 4 October 2022.

The General Meeting of Rentokil Initial plc (the Company) will be held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR, United Kingdom on 6 October 2022.

If you wish to attend the meeting please bring this attendance card with you. It will help to ensure that you gain admission as quickly as possible.

Signature of person attending:

Shareholder Reference:

Rentokil Initial plc (the Company) General Meeting – 6 October 2022 + +

I/We being a member(s) of the Company hereby appoint the Chair of the meeting or

Number of shares proxy appointed over

FORM OF PROXY

Voting ID:

Task ID:

(see note 1)

Shareholder reference number:

as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held at 1.30 pm on 6 October 2022 and at any adjournment thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions and I/we direct that any proxy will vote (or abstain from voting) as he or she thinks fit for me/us and on my/our behalf on any other matter which may properly come before the meeting or any adjournment thereof.

Please tick here if this proxy is one of multiple appointments being made. For the appointment of multiple proxies, please refer to note 2.

Please mark 'X' to indicate how you wish to vote

RESOLUTIONS

  1. To approve the Transaction

    1. To authorise the Directors to allot shares in connection with the Transaction
    1. To authorise the Directors to borrow up to £5 billion in connection with the Transaction
    1. To adopt the Terminix Share Plan
For Against Withheld
Vote
To assist with arrangements, if you intend to attend the meeting in person please place a 'X' in the box opposite You may submit your proxy
electronically at sharevote.co.uk
Signature: Date: 5860-0032
  • +

    1. Only holders of ordinary shares or their duly appointed representatives are entitled to attend, speak and vote at the meeting. You can appoint the Chair of the meeting or another person as your proxy to exercise all or any of your rights to attend, speak and vote on your behalf. Please insert the full name of your appointed proxy in the space provided if you wish to appoint someone other than the Chair of the meeting. A proxy need not be a member of the Company. Unless otherwise indicated the proxy will vote as he or she thinks fit or at his or her discretion, including in respect of any other resolution properly put to the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter under the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or in the case of a corporate shareholder, the full voting entitlement for each relevant designated account).
    1. To appoint more than one proxy, either photocopy the Form of Proxy or obtain additional proxy forms by contacting the Company's Registrar, Equiniti (0333 207 6581 from the UK 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). Please indicate the proxy holder's name and the number of shares in relation to which you authorise them to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
    1. A corporation may appoint more than one corporate representative. A corporation's Form of Proxy must be executed under either its common seal or the hand of a duly authorised officer or attorney (stating the officer's capacity).
    1. In the case of joint shareholders the signature of any shareholder will suffice, but the names of all joint holders should be shown. The vote of the senior holder who tenders the vote, in person or by proxy, shall be accepted to the exclusion of the votes of the other joint members. For this purpose seniority is determined by the order in which names stand on the register of members.
    1. The Form of Proxy is for use in respect of the shareholder account specified and should not be amended or submitted in respect of a different account.
    1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of votes 'For' and 'Against' a resolution.
    1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. Neither the appointment of a proxy nor the submission of a CREST voting instruction will preclude a registered shareholder from attending or voting in person. Please refer to the Notice of General Meeting contained in the Combined Document or the Company's website at https://www.rentokilinitial.com/generalmeeting for more information on the General Meeting and the Transaction.
    1. Alternatively, Electronic Proxy Appointment (EPA) is available for this meeting. To use this facility you must visit sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the front of your Form of Proxy will be required to complete the procedure. Please refer to the Combined Document for further details.
    1. To be valid, the Form of Proxy must be signed and received at Equiniti not later than 48 hours (excluding non-business days) before the time set for the meeting. Please use the enclosed business reply paid envelope to return your Form(s) of Proxy. If you wish to use another envelope to return the Form(s) of Proxy please address it to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. There is no postage to pay in the UK. If you submit more than one proxy in respect of the same share, the last appointment received before the latest time for receipt of proxies will take precedence.

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