Rentokil Initial PLC

AGM Information • May 8, 2024

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author: Zoe Jenkins
date: 2024-04-15 14:24:00+00:00

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Rentokil Initial plc

(the “Company)

(Registered in England & Wales No. 5393279)

At the Annual General Meeting of Rentokil Initial plc duly convened and held at, and broadcast from, the Company’s offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 8 May 2024, the following resolutions concerning special business were duly passed.  Resolution 17 was passed as an ordinary resolution and Resolutions 18 to 21 were each passed as special resolutions.

Resolution 17 - Directors’ authority to allot shares

That

pursuant to Article 9 of the Company’s Articles of Association, the Directors be generally and unconditionally authorised to allot relevant securities (as defined in s.551 of the Companies Act 2006) and to grant rights to subscribe for or to convert any security into shares in the Company:

up to an aggregate nominal amount of £8,400,000; and

comprising equity securities (as defined in s.560(1) of the Companies Act 2006) up to an aggregate nominal amount of £16,800,000 (including within such limit any shares issued or rights granted under (a)(i) above) in connection with an offer:

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to holders of other equity securities if this is required by the rights of those securities or, as the Directors otherwise consider it necessary, as permitted by the rights of those securities,

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 2025 (or, if earlier, at the close of business of 8 August 2025) 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;

subject to paragraph (c), all existing authorities given to the Directors pursuant to s.551 of the Companies Act 2006 be revoked by this resolution; and

paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Resolution 18 - Disapplication of pre-emption rights

That, if resolution 17 is passed and in place of the power given to them pursuant to the special resolution of the Company passed on 10 May 2023, the Directors be generally authorised pursuant to s.570 and s.573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 17 as if s.561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority:

shall be limited to:

the allotment of equity securities in connection with an offer of equity securities:

to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

to people who are holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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 arising in connection with such offer;

in the case of the authority given under resolution 17(a)(i), the allotment of equity securities (otherwise than pursuant to paragraph 18(a)(i) and paragraph 18(a)(iii)) up to an aggregate nominal amount of £2,520,000; and

when any allotment of equity securities is or has been made pursuant to paragraph 18(a)(ii) (a paragraph 18(a)(ii) allotment), the allotment of additional equity securities (also pursuant to the authority given under resolution 17(a)(i)) up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph 18(a)(ii) allotment, provided that any allotment pursuant to this paragraph 18(a)(iii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 August 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

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 17’ were omitted.

Resolution 19 - Disapplication of pre-emption rights (additional 5%)

That, if resolutions 17 and 18 are passed and in addition to any power given to them pursuant to resolution 18, the Directors be generally authorised pursuant to s.570 and s.573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 17 in the notice of the meeting, as if s.561(1) of the Companies Act 2006 did not apply to such allotment or sale, such authority:

in the case of the authority given under resolution 17(a)(i), shall be limited to:

the allotment of equity securities (otherwise than pursuant to paragraph 19(a) (ii)) up to an aggregate nominal amount of £2,520,000, provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice; and

when any allotment of equity securities is or has been made pursuant to paragraph 19(a)(i) (a paragraph 19(a)(i) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph 19(a)(i) allotment, provided that any allotment pursuant to this paragraph 19(a)(ii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 August 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

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 17’ were omitted.

Resolution 20 - Directors’ authority to make market purchases of own shares

That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s.693(4) of the Companies Act 2006) of its ordinary shares of 1p each in the capital of the Company, subject to the following conditions:

the maximum number of ordinary shares authorised to be purchased under this authority is 252,000,000;

the minimum price (exclusive of expenses) which may be paid for an ordinary share is 1p (being the nominal value of an ordinary share);

the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS);

this authority shall expire at the end of the next AGM of the Company (or, if earlier, at the close of business of 8 August 2025); and

a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

Resolution 21 - Notice period for general meetings, other than annual general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.