PZ Cussons PLC

AGM Information • Sep 11, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other professional advisor duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

If you have sold or transferred your shares in PZ Cussons Plc, please send this document as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted into any jurisdiction in which such an act would constitute a violation of the relevant laws of jurisdiction.

PZ Cussons Plc

(incorporated in England and Wales under company number 19457)

Notice of the 2012 Annual General Meeting

This document should be read in full. Your attention is drawn to the letter from the Chairman of PZ Cussons Plc set out on pages 4 to 7 of this document in which the Board (other than, in the case of Resolutions 4 to 13, the Director proposed for election or re-election in each case) unanimously recommends that you vote in favour of all the Resolutions to be proposed at the 2012 Annual General Meeting referred to below.

Notice of the 2012 Annual General Meeting of PZ Cussons Plc, to be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG at 10.30am on Wednesday 19 September 2012, is set out at the end of this document. A Form of Proxy for use at the 2012 AGM is enclosed with this document. To be valid, a Form of Proxy must be received by the Company's Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or if voting by electronic proxy, the Electronic Proxy Instruction must be completed and transmitted via the Company's Registrars website at www. eproxyappointment.com, in each case as soon as possible and in any event so as to be received by no later than 10.30am on 17 September 2012. If you hold shares in CREST, you may appoint another person, or two or more persons, in respect of different shares held by you, as a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Computershare Investor Services PLC (CREST participant ID 3RA50) so that it is received by no later than 10.30am on 17 September 2012. The return of a completed Form of Proxy or the transmission of an Electronic Proxy Form or a CREST Proxy Instruction will not prevent you from attending the 2012 AGM and speaking and voting in person if you wish to do so.

Contents

	Page
Expected timetable of principal events	2
Definitions	3
Letter from the Chairman of PZ Cussons Plc	4
Notice of 2012 Annual General Meeting	8

Expected Timetable of Principal Events (note 1)

	Expected time/date (2012) (note 1)
Record date for the final dividend on the Ordinary Shares (note 2)	5.00pm on 17 August
Latest time and date for receipt of Forms of Proxy or an Electronic Proxy Instruction or a CREST Proxy Instruction (note 3)	10.30am on 17 September
Annual General Meeting	10.30am on 19 September
Final dividend paid (note 2)	1 October

Notes:

• 1 If any of the times and dates in the expected timetable should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service. All references to times in this document are to London times.
• 2 Subject to the final dividend being declared at the 2012 Annual General Meeting.
• 3 A Form of Proxy must be received by the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by the time and date indicated above. Similarly, if voting by electronic means, an Electronic Proxy Instruction must be completed and transmitted via the Company's Registrars website at www.eproxyappointment.com so as to be received by this time and date. If you hold shares in CREST, you may appoint another person, or two or more persons in respect of different shares held by you as a proxy or proxies by transmitting a CREST Proxy Instruction to the Company's Registrar, Computershare Investor Services PLC (CREST participant ID 3RA50) so as to be received by this time and date.

Definitions

AGM Notice	the notice of the 2012 Annual General Meeting set out on pages 8 to 12 inclusive of this document
Annual General Meeting or AGM	the annual general meeting of the Company convened by the AGM Notice or any adjournment thereof
Annual Report	the Company's annual report and accounts for the financial year ended 31 May 2012
Articles	the articles of association of the Company
Board or Directors	the board of directors of the Company
Company	PZ Cussons Plc, incorporated in England and Wales under company number 19457
Company's Registrar	Computershare Investor Services PLC
CREST	a relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Uncertificated Securities Regulations 2001)
CREST Proxy Instruction	a proxy appointment or a proxy instruction made or effected by Shareholders using the CREST voting service via the appropriate CREST message to appoint one or more proxies to attend and/or speak and/or vote in their place at the AGM
Electronic Proxy Instruction	a proxy appointment or a proxy instruction made or effected by Shareholders to appoint one or more proxies to attend and/or speak and/or vote in their place at the AGM to be lodged electronically via the Company's Registrars website at www.eproxyappointment. com in accordance with the instructions set out therein
Form of Proxy	the Form of Proxy accompanying this document for use by Shareholders to appoint one or more proxies to attend and/or speak and/or vote in their place at the AGM to be returned by post or by hand to the Company's Registrar in accordance with the instructions set out therein
London Stock Exchange	London Stock Exchange plc
Official List	the Official List of the UKLA maintained pursuant to Part VI of The Financial Services and Markets Act 2000
Ordinary Shares	ordinary shares of 1p each in the capital of the Company
PZ Cussons Share Schemes	the PZ Cussons Executive Share Option Scheme, the PZ Cussons Deferred Annual Share Bonus Scheme and the PZ Cussons Performance Share Plan
Resolutions	the resolutions to be proposed at the AGM as set out in the AGM Notice and Resolution shall be interpreted accordingly
Shareholder	a holder of Ordinary Shares
UKLA or UK Listing Authority	the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of The Financial Services and Markets Act 2000

Letter from the Chairman

PZ Cussons Plc Manchester Business Park 3500 Aviator Way Manchester M22 5TG

17 August 2012

To the Shareholders and, for information only, to participants in the PZ Cussons Share Schemes

Dear Shareholder

2012 Annual General Meeting

The 2012 Annual General Meeting is to be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG at 10.30am on Wednesday 19 September 2012. The formal AGM Notice is set out on pages 8 to 12 inclusive of this document and contains the resolutions to be proposed.

The notes below provide an explanation of each of the Resolutions. This letter also gives further information about the AGM and explains the action which you should take.

Resolution 1 – Receipt of the Report and Accounts

The Companies Act 2006 requires the Directors of a public company to lay before the company in general meeting copies of the Directors' report, the independent auditors' report and the audited financial statements of the company in respect of each financial year. In accordance with the UK Corporate Governance Code, the Company proposes, as an ordinary resolution, a resolution on its Annual Report.

Resolution 2 – Approval of the Remuneration Report

In accordance with the Companies Act 2006, Shareholders are invited to vote on the report on Directors' remuneration, which is set out in the Annual Report. The vote is advisory only, however, and the Directors' entitlement to remuneration is not conditional on this ordinary resolution being passed.

Resolution 3 – Declaration of a final dividend

This ordinary resolution proposes the declaration of a final dividend recommended by the Directors. The Directors are proposing a final dividend of 4.487p per Ordinary Share. If approved, the dividend will be paid on 1 October 2012 to shareholders on the register at 5.00pm on 17 August 2012.

Resolutions 4 to 13 – Election and re-election of Directors

Under the Articles, any Director appointed by the Board during the year is required to retire at the next annual general meeting following his or her appointment. Such Director is eligible to stand for election at that meeting. Helen Owers and Ngozi Edozien shall both retire at the AGM, having joined the Board on 1 January 2012. Both shall stand for election.

In accordance with the Articles, all other Directors shall retire from office at the AGM. All Directors shall stand for re-election, with the exception of Derek Lewis.

Each of Resolutions 4 to 13 shall be proposed as an ordinary resolution. Biographical details of all Directors seeking election or re-election can be found in the Annual Report. These details include membership of the principal committees. The Nominations Committee has carried out formal performance evaluations of all the Directors and concluded that each is effective and continues to make a positive contribution to the meetings of the Board and of the Committees on which they sit and they demonstrate commitment to their roles.

Resolutions 14 and 15 – Auditor reappointment and remuneration

At each meeting at which the annual report and accounts are laid, the Company is required to appoint auditors to serve until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue as auditors to the Company. Resolution 14 is an ordinary resolution to reappoint them. Resolution 15 is an ordinary resolution giving the Directors the discretion to determine the auditors' remuneration.

Resolution 16 – Authority to allot shares

This ordinary resolution seeks to renew the general authority previously given to the Directors to allot shares in the Company. Resolution 16, if passed, would grant the Directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company, up to a maximum nominal amount of £1,414,792 representing a maximum number of 141,479,200 Ordinary Shares, which represents approximately 33 per cent. of the Company's issued Ordinary Share capital as at 16 August 2012, being the latest practicable date prior to publication of this document. This authority would expire 18 months after the passing of the resolution or, if earlier, at the conclusion of the annual general meeting of the Company held in 2013. The Directors have no present intention of exercising this authority. The Company holds no treasury shares as at 16 August 2012, being the latest practicable date prior to publication of this document.

Resolution 17 – Disapplication of statutory pre-emption rights

This special resolution would give the Directors limited power to allot equity securities (such as Ordinary Shares) for cash, or sell its own shares out of treasury for cash, without first offering them to existing shareholders under the statutory pre-emption rights. The power relates to 'equity securities' (as defined in section 560 of the Act) – which includes any Ordinary Shares. If Resolution 17 is passed at the AGM, the power would expire 18 months after the passing of the resolution or, if earlier, at the conclusion of the annual general meeting of the Company held in 2013 and would be limited to:

• • allotments being made for a rights issue or similar offering of equity securities to Shareholders; and
• • the allotment of equity securities for cash or the sale of shares out of treasury for cash up to a maximum nominal amount of £214,362 representing a maximum number of 21,436,200 Ordinary Shares, which represents approximately 5 per cent. of the issued Ordinary Share capital of the Company as at 16 August 2012, being the latest date prior to publication of this document.

Treasury shares may be sold for cash, transferred for the purposes of employee share schemes or cancelled. The Company does not currently hold any of its own shares as treasury shares.

Again, the Directors have no present intention of exercising this power but believe that it is in the best interests of Shareholders for the Directors to continue to have this flexibility, in those limited circumstances, to allot shares for cash or sell treasury shares for cash. The Directors intend to seek renewal of this power at future annual general meetings.

The Directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. Those Principles provide that companies should not issue shares for cash representing more than 7.5 per cent. of the company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.

Resolution 18 – Purchase of own shares

This special resolution, if passed, would authorise the Company to make market purchases of its own Ordinary Shares. The Directors have no present intention of exercising this authority but, again, would wish to have the flexibility to do so in the future. Purchases of own shares would only be made through the London Stock Exchange. This should not be taken to imply that Ordinary Shares will be purchased at any particular price or indeed at all. The Directors will only exercise the authority to make purchases of Ordinary Shares granted by this resolution if they believe that to do so would result in an improvement in earnings per share and is in the best interests of Shareholders generally.

Any Ordinary Shares purchased would be cancelled (in which case the number of shares in issue would thereby be reduced) or held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the Shareholders at that time.

The maximum number of Ordinary Shares which may be purchased is 42,872,496 representing approximately 10 per cent. of the Company's issued Ordinary Share capital as at 16 August 2012. The authority would, again, expire 18 months after the date of the resolution or, if earlier, at the conclusion of the annual general meeting of the Company held in 2013. The minimum price which could be paid for an Ordinary Share would be the nominal value of 1p and the maximum price would be the maximum price permitted by the Financial Services Authority's listing rules or in case of a tender offer, 5 per cent. above average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the terms of the tender offer are announced, in each case excluding expenses. The Directors intend to seek renewal of this authority at future annual general meetings.

As at 16 August 2012, options over or rights to subscribe for a total of 1,501,623 Ordinary Shares were outstanding and not exercised. That number of Ordinary Shares represents 0.35 per cent. of the Company's issued Ordinary Share capital as at 16 August 2012. It would represent 0.39 per cent. of the issued Ordinary Share capital if the authority to purchase the Company's own shares had been exercised in full at that date.

Resolution 19 – Notice of general meetings

Resolution 19 seeks to renew an authority granted at the Company's last annual general meeting to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Changes made to the Act by the Companies (Shareholder's Rights) Regulations 2009 increase the notice period for general meetings to 21 clear days' unless shareholder approval is obtained to reduce the period to 14 clear days' notice. The shorter notice period would be used where that is merited by the business of the meeting and that is considered by the Directors to be in the best interests of shareholders as a whole. This special resolution therefore seeks such approval and, if granted, the approval would be effective until the Company's next annual general meeting. The Directors intend to seek the renewal of this approval at future annual general meetings.

Resolution 20 – Political donations

It has always been the Company's policy that it does not make political donations. This remains the Company's policy and the Director's have no intention of changing that policy.

Part 14 of the Act imposes restrictions on companies making political donations to any political party or other political organisation or to any independent election candidate unless they have been authorised to make donations at a general meeting. Whilst the Company has no intention of making such political donations, the Act includes broad and ambiguous definitions of the terms 'political donation' and 'political expenditure' which may apply to some normal business activities which would not generally be considered to be political in nature.

The Board therefore considers that, as a purely precautionary measure, it would be prudent to obtain the approval of Shareholders to make donations to political parties, political organisations and independent election candidates and to incur political expenditure up to the specified limit. The Directors intend to seek renewal of this approval at future annual general meetings but wish to emphasise that the proposed resolution is a precautionary measure for the above reason and that they have no intention of entering into any party political activities.

Proxies

Whether or not you intend to be present at the AGM:

• • unless you hold your shares in CREST you are requested to either (i) complete and return the Form of Proxy or (ii) complete and transmit an Electronic Proxy Instruction, in each case in accordance with the instructions printed on the Form of Proxy or, if relevant, any instructions set out on the Company's Registrars website at www.eproxyappointment.com.
• • if you hold your shares in CREST, you are requested to complete and transmit a CREST Proxy Instruction and transmit it to Computershare Investor Services PLC (CREST participant ID 3RA50) in accordance with the CREST Manual.

The Form of Proxy should be received (or if voting by electronic means, an Electronic Proxy Instruction should be transmitted) and a CREST Proxy Instruction should be transmitted, in each case, as soon as possible and in any event not later than 10.30am on 17 September 2012.

Completion and return of the Form of Proxy or completion and transmission of an Electronic Proxy Instruction or a CREST Proxy Instruction will not prevent you from attending and speaking and voting in person at the AGM, should you wish to do so.

Recommendation

The Board considers that each of the Resolutions set out in the AGM Notice are in the best interests of the Company and the Shareholders as a whole and the Board (other than, in the cases of Resolutions 4 to 13, the Director proposed for election or re-election (as relevant) in such Resolution) unanimously recommends Shareholders to vote in favour of those Resolutions as each of the Directors intends to in respect of their own beneficial holdings of Ordinary Shares.

Yours faithfully

Richard Harvey Chairman

PZ Cussons Plc Notice of 2012 Annual General Meeting

Notice is hereby given that the next annual general meeting of the members of PZ Cussons Plc will be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG on Wednesday, 19 September at 10.30am for the purposes set out below. Resolutions 1 to 16 and Resolution 20 will be proposed as ordinary resolutions and Resolutions 17 to 19 will be proposed as special resolutions.

• 1 To receive the audited financial statements for the year ended 31 May 2012 and the reports of the Directors and the auditor thereon.
• 2 To approve the report on Directors' remuneration for the year ended 31 May 2012.
• 3 To declare a final dividend for the year ended 31 May 2012 of 4.487p per Ordinary Share of 1p each in the Company.
• 4 To elect N Edozien as a Director of the Company.
• 5 To elect H Owers as a Director of the Company.
• 6 To re-elect R J Harvey as a Director of the Company.
• 7 To re-elect G A Kanellis as a Director of the Company.
• 8 To re-elect J A Arnold as a Director of the Company.
• 9 To re-elect C G Davis as a Director of the Company.
• 10 To re-elect S J N Heale as a Director of the Company.
• 11 To re-elect B H Leigh as a Director of the Company.
• 12 To re-elect J Pantelireis as a Director of the Company.
• 13 To re-elect J T J Steel as a Director of the Company.
• 14 To reappoint PricewaterhouseCoopers LLP as the auditor of the Company.
• 15 To authorise the Directors to fix the remuneration of the auditor.
• 16 That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ('Allotment Rights'), but so that:
• (a) the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £1,414,792;
• (b) this authority shall expire on 18 March 2014 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2013;
• (c) the Company may, before such expiry, make any offer or agreement which would or might require shares to be allotted or Allotment Rights to be granted after such expiry; and

• (d) all authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

• 17 That the Directors be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities, as defined in section 560 of that Act, pursuant to the authority conferred on them by resolution 16 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:

• (a) the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Listing Rules of the UK Listing Authority) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of Ordinary Shares in the capital of the Company on the register on any fixed record date in proportion to their holdings of Ordinary Shares in the capital of the Company (and, if applicable, to the holders of any other class of equity security in the capital of the Company in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
• (b) the allotment of equity securities (other than pursuant to paragraph (a) above) with an aggregate nominal value of £214,362,

and shall expire on 18 March 2014 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2013 save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.

• 18 That the Company be and it is hereby generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of Ordinary Shares of 1p each in the capital of the Company on such terms, and in such manner as the Directors may, from time to time, determine provided that:
• (a) the maximum aggregate number of Ordinary Shares of 1p each in the capital of the Company that may be acquired under this authority is 42,872,496;
• (b) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share of 1p in the capital of the Company is the maximum price permitted under the Listing Rules of the UK Listing Authority or, in the case of a tender offer (as referred to in those rules), 5 per cent. above the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the date on which the terms of the tender offer are announced;
• (c) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share of 1p is its nominal value;
• (d) this authority shall expire on 18 March 2014 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2013; and
• (e) before such expiry the Company may enter into a contract to purchase shares that would or might require a purchase to be completed after such expiry.

• 19 That any general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

• 20 That, from the date of this resolution until the earlier of 18 March 2014 and the conclusion of the Company's next annual general meeting, the Company and all companies which are its subsidiaries at any time during such period are authorised:

• (a) to make donations to political parties or independent election candidates;
• (b) to make donations to political organisations other than political parties; and
• (c) to incur political expenditure,

up to an aggregate total amount of £100,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Directors may decide is appropriate. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on 'Control of political donations and expenditure'.

Dated this 17 day of August 2012

By Order of the Board

S P Plant

Secretary, PZ Cussons Plc Manchester Business Park 3500 Aviator Way, Manchester M22 5TG

Notes:

• 1 A member of the Company who is entitled to attend, speak and vote at this meeting is entitled to appoint another person, or two or more persons in respect of different shares held by him, as his proxy (whether a member or not) to exercise all or any of his rights to attend and to speak and vote at the meeting.
• 2 A member wishing to attend and vote at the meeting in person should arrive prior to the time fixed for its commencement. A member which is a corporation can only attend and vote at the meeting in person through one or more representatives appointed in accordance with section 323 of the Companies Act 2006. Any such representative should bring to the meeting written evidence of his appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment.
• 3 Any member wishing to vote at the meeting without attending in person or (in the case of a corporation) through its duly appointed representative must appoint a proxy to do so. A form for the appointment of a proxy which can be used for this purpose is enclosed with this document. To be valid, a Form of Proxy must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such power or authority) to the Company's Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY so as to be received by no later than 10.30am on 17 September 2012.
• 4 Alternatively, a member may submit their proxy vote online by following the instructions for the electronic appointment of a proxy at www.eproxyappointment.com. To log in, you will require the Control Number, your unique PIN and Shareholder Reference Number which are printed on the front of the Form of Proxy. Please note the PIN will expire at the end of the voting period. To be valid, the proxy appointment must be completed and transmitted via the Company's Registrar's website at www. eproxyappointment.com so as to be received by no later than 10.30am on 17 September 2012. Members who hold their shares in uncertificated form may use 'the CREST voting service' to appoint a proxy electronically, as explained in notes 5 and 6 below.
• 5 CREST members who wish to appoint one or more proxies through the CREST system may do so by utilising the procedures described in 'the CREST voting service' section of the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 6 In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited ('Euroclear'), and must contain all the relevant information required by the CREST Manual. To be valid, (regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy) the message must be transmitted so as to be received by the Company's 'issuer's agent' (ID 3RA50) by no later than 10.30am on 17 September 2012. After this time, any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instruction. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on 'Practical limitations of the system'. In certain circumstances the Company may, in accordance with the Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.
• 7 Appointing a proxy (using any of the methods referred to in notes 3 to 6 above) will not prevent a member from attending and voting in person at the meeting should he or she so wish.
• 8 Any person to whom this notice is sent who is currently nominated by a member of the Company to enjoy information rights under section 146 of the Companies Act 2006 (a 'nominated person') may have a right under an agreement between him and such member to be appointed, or to have someone else appointed, as a proxy for the meeting. If a nominated person has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member concerned as to the exercise of voting rights. The statement in note 1 above of the rights of a member in relation to the appointment of proxies does not apply to a nominated person. Such rights can only be exercised by the member concerned.
• 9 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 311 of the Companies Act 2006, the Company specifies that only those shareholders listed on the Register as at 6.00pm on 17 September 2012 (or, if the AGM is adjourned, 6.00pm on the date two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the AGM or at such adjourned meeting, in respect of the number of shares registered in their name at that time. In each case, changes to entries on the Register after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM or at such adjourned meeting.
• 10 As at 16 August 2012 (being the latest practicable date prior to the printing of this document) (i) the Company's issued Ordinary Share capital consisted of 428,724,960 Ordinary Shares of 1p each, all carrying one vote each, and (ii) the total voting rights in the Company were 428,724,960.

• 11 Each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the Companies Act 2006 and subject to some exceptions, the Company must cause to be answered. Information relating to the meeting which the Company is required by the Companies Act 2006 to publish on a website in advance of the meeting may be viewed at www.pzcussons.com. A member may not use any electronic address provided by the Company in this document or with any Form of Proxy or in any website for communicating with the Company for any purpose in relation to the meeting other than as expressly stated in it.

• 12 It is possible that, pursuant to members' requests made in accordance with section 527 of the Companies Act 2006, the Company will be required to publish on a website a statement in accordance with section 528 of the Companies Act 2006 setting out any matter which the members concerned propose to raise at the meeting relating to the audit of the Company's latest audited accounts. The Company cannot require the members concerned to pay its expenses in complying with those sections. The Company must forward any such statement to its auditor by the time it makes the statement available on the website. The business which may be dealt with at the meeting includes any such statement.

• 13 Please note the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that members and other recipients subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company (including the lodgement of an electronic proxy appointment) that is found to contain any virus will not be accepted.