Rentokil Initial PLC

Declaration of Voting Results & Voting Rights Announcements • Oct 6, 2022

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author: Chloe Luo
date: 2022-10-06 14:05:00+00:00

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Company number: 5393279

COMPANIES ACT 2006

ORDINARY RESOLUTIONS

OF

RENTOKIL INITIAL PLC

(the “Company”)

(Passed 6 October 2022)

At a General Meeting of Rentokil Initial plc duly convened and held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR, UK at 1.30 p.m. (BST), the following resolutions were each passed as ordinary resolutions.

Resolution 1 – approval of the acquisition of Terminix

THAT:

the proposed acquisition by the Company of Terminix Global Holdings, Inc. and the associated arrangements to be entered into, all as described in the combined circular and prospectus to the shareholders of the Company dated 7 September 2022 and substantially on the terms and subject to the conditions set out in the Merger Agreement dated 13 December 2021 (as amended on 14 March 2022) between the Company and Terminix Global Holdings, Inc. (among others) (the “Transaction”), be and is hereby approved; and

the directors of the Company (the “Directors”) (or any duly constituted committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or procure the implementation or completion of the Transaction and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments of a material nature) as the Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Transaction.

Resolution 2 – authority to allot shares in connection with the Transaction

THAT, subject to and conditional upon the passing of Resolution 1 above and without prejudice to all existing authorities (which will remain in full force and effect), the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of £6,700,000.00 in connection with the Transaction for a period expiring (unless previously renewed, varied or revoked by resolution of the Company) at the conclusion of the Company’s next annual general meeting, provided that the Company may make an offer or agreement before this authority expires which would or might require shares in the Company to be allotted, or rights to subscribe for or convert any security into shares in the Company to be granted, after this authority has expired and the Directors may allot shares in the Company and grant rights in pursuance of that offer or agreement as if this authority had not expired.

Resolution 3 – authority for the Directors to incur borrowings

THAT, subject to and conditional upon Completion, the Directors be and are hereby authorised for the purposes of Article 134 of the articles of association (the “Articles”) of the Company to incur and permit subsidiaries of the Company to incur and have outstanding borrowings (including any refinancings of such borrowings) up to an aggregate total of £5,000,000,000, such amount being in excess of the limit set out in Article 134(b)(a) of the Articles of the Company.

Resolution 4 – adoption of the Terminix Share Plan

THAT, subject to and conditional upon Completion, the Terminix Share Plan, as described in the Circular, be adopted by the Company with effect from completion of the Transaction and the Directors be authorised to take all such action as they may consider necessary or appropriate for carrying the Terminix Share Plan into effect.

……………………………………………………….

Catherine Stead

Company Secretary

Rentokil Initial plc