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Reckitt Benckiser Group PLC AGM Information 2012

Mar 30, 2012

4872_agm-r_2012-03-30_4620cb94-343f-4b95-970e-9fbcea63d5df.pdf

AGM Information

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This document is important and requires your immediate attention.

When considering what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or transferred all your ordinary shares in Reckitt Benckiser Group plc, please send this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Dear Shareholder

The fifth Annual General Meeting of the Company is to be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Thursday, 3 May 2012 at 11.15 am. The formal Notice of Meeting will be found on pages 4 to 6 of this document. In addition to the routine business of an Annual General Meeting (AGM) there are a number of items of special business to be transacted at the meeting.

Ordinary Resolutions

Resolutions 1 to 17 and 20 are to be 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.

Annual Report

Resolution 1 is to receive the Company's accounts for the financial year ended 31 December 2011 together with the reports of the Directors and the Auditors.

Remuneration Report

Resolution 2 is to approve the policies set out in the Directors' Remuneration Report.

Final Dividend

Resolution 3 seeks Shareholders' approval for the final dividend recommended by the Directors for the year ended 31 December 2011 of 70p per share. An interim dividend of 55p per share was paid on 30 September 2011, making a total dividend for the year of 125p per share. If approved, the final dividend will be paid on 31 May 2012 to those Shareholders on the register at the close of business on 24 February 2012.

Re-election and election of Directors – Resolutions 4 to 13

The Company's Articles of Association require its Directors to retire by rotation and submit themselves for re-election every three years. Directors appointed since the 2011 AGM are also required to submit themselves for election by the Shareholders. The UK Corporate Governance Code (the Code) which became effective for accounting periods beginning on or after 29 June 2010 recommends that all Directors of FTSE 350 companies should offer themselves for re-election on an annual basis.

The Board provided an explanation in respect of the 2011 AGM that it was taking a 'wait and see' approach as the Code recommendation was not universally supported by the key institutional bodies. In keeping with its stated aim of maintaining high corporate governance standards, the Board has decided that it will henceforth comply with the Code recommendation and therefore all Directors of the Company will offer themselves for election or re-election at this year's AGM.

The current composition of the Board is diverse (incorporating diversity of gender, race, thought, experience, skills, understanding and perspective) and reflects the Board's belief that diversity is a matter of organisational culture which to a large extent is set by example from the top. Information on the Company's diversity credentials at executive and senior management level is discussed in my Statement on Corporate Governance in the Corporate Governance Report in the Annual Report (pages 23 –27) together with the steps we are taking to establish a policy on boardroom diversity which reflects the Company's strong foundations on diversity.

Biographical details of all the Directors are set out in the Company's Annual Report 2011 (page 18).

Auditors

Resolutions 14 and 15 deal with the re-appointment and remuneration of the Auditors.

Political donations

Resolution 16 is a new one for the Company and seeks authority from Shareholders to enable the Company or its UK subsidiaries to make political donations or incur political expenditure in accordance with the requirements of the Companies Act 2006 (the 2006 Act).

The Company has no intention of changing its or its UK subsidiaries' current practice of not making political donations and will not do so without the specific endorsement of its Shareholders. However, the 2006 Act defines political parties, other political organisations or independent election candidates very widely and it is possible that they may include, for example, bodies concerned with policy review and law reform, with the representation of the business community or sections of it or with the representation of other UK or EU communities or special interest groups which may be in the Company's or its UK subsidiaries' interest to support.

The Company considers that the authority sought under this resolution to allow it or its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £50,000 is advisable, principally to ensure that the Company does not unintentionally breach the 2006 Act because of the uncertainty over which bodies are covered by the definition of an EU political organisation. No donations or expenditure of the type requiring disclosure under the 2006 Act were made in the year ended 31 December 2011 nor are any contemplated but, on a precautionary basis, the Directors believe it is appropriate to request the authority sought.

Authority to allot shares

Resolution 17 seeks to renew the Directors' authority to allot shares. Under the 2006 Act, the Directors may not allot shares unless

authorised to do so by the Shareholders in general meeting. Paragraph (a) of this resolution, if passed, would give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £21,559,809 (representing 215,598,094 ordinary shares of 10p each). This amount represents the authorised but unissued ordinary share capital of the Company as at 9 March 2012, being the latest practicable date prior to publication of this Notice.

In line with guidance issued by the Association of British Insurers, paragraph (b) of this resolution would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £48,660,000 (representing 486,600,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 9 March 2012, the latest practicable date prior to publication of this Notice.

The authorities sought under paragraphs (a) and (b) of this resolution will expire at the earlier of 30 June 2013 and the conclusion of the AGM of the Company held in 2013.

The Directors have no present intention to exercise either of the authorities sought under this resolution other than to fulfil the Company's obligations under its executive and employee share plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise and, in accordance with the recommendations of the Code, all the Directors will submit themselves for re-election at future AGMs.

As at the date of this Notice, no ordinary shares are held by the Company in treasury.

Special Resolutions

Resolutions 18, 19 and 21 will be 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.

Disapplication of pre-emption rights

Resolution 18 will authorise the Directors to allot shares for cash as if Shareholders' statutory pre-emption rights did not apply to such allotment up to an amount of £3,649,000 representing less than 5% of the Company's issued ordinary share capital as at 9 March 2012, being the latest practicable date prior to the publication of this Notice.

In respect of this aggregate nominal amount, 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, where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with Shareholders.

This authority will expire on the earlier of 30 June 2013 or the date of the Company's AGM in 2013.

Purchase of own shares

Authority was given to the Directors at the AGM held in 2011 to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company subject to certain conditions, such authority to expire on the date of the AGM to be held in 2012. Although this authority was not utilised during 2011, the Company has announced that it will commence a share re-purchase programme in 2012 of up to 15 million shares to offset the dilutive impact of employee share schemes and a special resolution will be proposed at the AGM to renew the authority for a further period. Resolution 19 seeks Shareholders' consent to the purchase by the Company of up to a maximum of 72,900,000 ordinary shares (representing less than 10% of the Company's issued ordinary share capital as at 9 March 2012).

The total number of options to subscribe for ordinary shares outstanding as at 9 March 2012 was 26,855,331 (representing approximately 3.68% of the issued ordinary share capital of the Company at that date). If the authority to re-purchase shares under this resolution was exercised in full, the total number of options to subscribe for ordinary shares outstanding at 9 March 2012 would, assuming no further ordinary shares are issued after that date, represent 4.09% of the issued ordinary share capital. The authority is only exercised in circumstances where the Directors expect that such purchases will result in an improvement in earnings per share and will be in the best interests of Shareholders generally.

Amendment to Article 86 (Directors' Fees)

Resolution 20 is a resolution to replace the current limit of £1m payable in respect of Directors' Fees in Article 86(i) of the Company's Articles of Association with a new aggregate limit of £1.5m. The limit was last increased from £750,000 to £1m at the AGM in May 2006. The proposed aggregate limit has been calculated by reference to the current number of Directors of the Company, fees currently paid for the provision of the Chairman's services and the potential to appoint additional Non-Executive Directors to the Board.

The fees to be paid to Directors in respect of the office of Director (such fees are distinct from any remuneration which may be paid to Directors in respect of executive employment or other special services to the Company) are determined by the Directors and the proposed amendment should provide the Directors with additional flexibility and facilitate the effective review and management of the composition of the Board. The next scheduled review of Non-Executive Directors' fees will be for the period after 1 January 2013.

The proposal also recognises the increasing role and responsibilities of Non-Executive Directors and will provide the Board with the flexibility to respond to competitive and market conditions. The total fees paid to the Directors for the year ended 2011 were £972,000.

Notice of general meetings

Resolution 21 is required to renew the authority granted at the AGM in 2011 for the calling of general meetings. The Company is currently able to call general meetings (other than an AGM) on 14 clear days' notice subject to the approval of Shareholders in general meeting. Shareholders passed an enabling resolution at the AGM held in May 2011 and this authority is effective until the AGM to be held in May 2012. The Company will therefore be proposing a renewal of this authority in order to preserve this ability.

Poll voting on AGM resolutions

The Board intends to continue the practice of voting on all Shareholder resolutions by way of a poll rather than voting on a show of hands.

Action to be taken

If you are unable to attend the AGM but wish to register your vote on the business to be transacted at the meeting, please complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Investor Services PLC, Registrar's Office, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive not later than 11.15 am on 1 May 2012, the voting record date. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM if you so wish. Please note that there is the facility to register your proxy vote online if you so wish. Details of how to use this facility are shown on the proxy form. New Shareholders should note that, in order to have the right to attend and vote at the meeting, their holding should be registered on the Company's share register by close of business on 1 May 2012.

Recommendation

The Directors believe that the passing of the resolutions to be proposed at the AGM is in the best interests of the Company and its Shareholders as a whole and is most likely to promote the success of the Company for the benefit of its Shareholders as a whole. They accordingly unanimously recommend that you vote in favour of the resolutions, which they intend to do in respect of their own shareholdings.

Results of voting on all resolutions following completion of the poll procedures will be announced via the Regulatory News Service and will be posted on our corporate website.

Yours sincerely,

Adrian Bellamy Chairman

30 March 2012 Reckitt Benckiser Group plc 103-105 Bath Road, Slough, Berkshire, SL1 3UH

Telephone 01753 217800 Facsimile 01753 217899

Registered in England no. 6270876

Notice of Annual General Meeting

Notice is hereby given that the fifth Annual General Meeting of Reckitt Benckiser Group plc will be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Thursday, 3 May 2012 at 11.15 am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 17 and 20 will be proposed as Ordinary Resolutions and Resolutions 18, 19 and 21 will be proposed as Special Resolutions.

Voting on all resolutions will be by way of a poll.

  • 1 That the Company's accounts and the reports of the Directors and the Auditors for the year ended 31 December 2011 be received.
  • 2 That the Directors' Remuneration Report for the year ended 31 December 2011 be approved.
  • 3 That the final dividend recommended by the Directors of 70p per ordinary share for the year ended 31 December 2011 be declared payable and paid on 31 May 2012 to all ordinary Shareholders on the register at the close of business on 24 February 2012.
  • 4 That Adrian Bellamy (member of the Nomination and Remuneration Committees) be re-elected as a Director.
  • 5 That Peter Harf (member of the Nomination Committee) be re-elected as a Director.
  • 6 That Richard Cousins (member of the Remuneration Committee) be re-elected as a Director.
  • 7 That Liz Doherty be re-elected as a Director.
  • 8 That Ken Hydon (member of the Audit and Nomination Committees) be re-elected as a Director.
  • 9 That André Lacroix (member of the Audit Committee) be re-elected as a Director.
  • 10 That Graham Mackay (member of the Nomination and Remuneration Committees) be re-elected as a Director.
  • 11 That Judith Sprieser (member of the Nomination and Remuneration Committees) be re-elected as a Director.
  • 12 That Warren Tucker (member of the Audit Committee) be re-elected as a Director.
  • 13 That Rakesh Kapoor (member of the Nomination Committee), who was appointed to the Board since the date of the last AGM, be elected as a Director.
  • 14 That PricewaterhouseCoopers LLP be re-appointed Auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
  • 15 That the Directors be authorised to fix the remuneration of the Auditors.
  • 16 That in accordance with sections 366 and 367 of the 2006 Act the Company and any UK registered company which is or becomes a subsidiary of the Company during the period to which this resolution relates be authorised to:
  • a) make political donations to political parties and/or independent election candidates up to a total aggregate amount of £50,000;

  • b) make political donations to political organisations other than political parties up to a total aggregate amount of £50,000; and

  • c) incur political expenditure up to a total aggregate amount of £50,000

during the period from the date of this resolution until the conclusion of the next AGM of the Company in 2013, provided that the total aggregate amount of all such donations and expenditure incurred by the Company and its UK subsidiaries in such period shall not exceed £50,000.

For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the 2006 Act.

  • 17 That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares of the Company:
  • a) up to a nominal amount of £21,559,809 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum; and
  • b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to a nominal amount of £48,660,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
  • i) to ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

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 to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2013),

but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

  • 18 That if resolution 17 is passed, the Directors be given power to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited:
  • a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 17, by way of a rights issue only):

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

  • ii) to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary,

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

b) in the case of the authority granted under paragraph (a) of this resolution and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act, to the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £3,649,000

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2013) but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.

  • 19 That the Company be and it is hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company ('ordinary shares') provided that:
  • a) the maximum number of ordinary shares which may be purchased is 72,900,000 ordinary shares (representing less than 10% of the Company's issued ordinary share capital as at 9 March 2012);
  • b) the maximum price at which ordinary shares may be purchased is an amount equal to the higher of (i) 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and (ii) that stipulated by article 5(1) of the EU Buybackand Stabilisation Regulations 2003 (No. 2273/2003); and the minimum price is 10p per ordinary share, in both cases exclusive of expenses;
  • c) the authority to purchase conferred by this resolution shall expire on the earlier of 30 June 2013 or on the date of the AGM of the Company in 2013 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchase will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract; and
  • d) all ordinary shares purchased pursuant to the said authority shall be either:
  • i) cancelled immediately upon completion of the purchase; or
  • ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the 2006 Act.

  • 20 That in accordance with Article 86(ii) of the Company's Articles of Association, Article 86(i) be amended by deleting the words '£1,000,000 a year' relating to the aggregate annual limit on the fees payable to Directors who do not hold executive office and replacing them with the words '£1,500,000 a year'.

  • 21 That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

By order of the Board

Elizabeth Richardson Company Secretary

30 March 2012

Registered Office: 103-105 Bath Road, Slough, Berkshire SL1 3UH

Notes

  • 1 Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A Shareholder may appoint more than one proxy in relation to the AGM 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. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Reckitt Benckiser Shareholder helpline on 0870 703 0118 or www.investorcentre.co.uk/contactus. In accordance with s333A of the 2006 Act, the completed proxy form can be delivered to the following electronic address www.eproxyappointment.com.
  • 2 To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrar in each case no later than 48 hours before the meeting. CREST and internet voting are the only acceptable electronic addresses for receiving proxy information.
  • 3 No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
  • 4 The proxy form must be signed and dated by the Shareholder or his/her attorney duly authorised in writing. If the Shareholder is a company, it may execute by the signatures(s) of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign the proxy form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 5 The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 10–11 below) will not prevent a Shareholder attending the AGM and voting in person if he/she wishes to do so.
  • 6 Any person to whom this notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a 'Nominated Person') 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 AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
  • 7 The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to

Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders of the Company.

  • 8 To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at 5pm on 1 May 2012 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 9 As at 9 March 2012 (being the last practicable business day prior to the publication of this Notice) the Company's issued share capital consisted of 729,901,906 ordinary shares, none of which were held as treasury shares. Therefore, the total voting rights in the Company as at 9 March 2012 are 729,901,906.
  • 10 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
  • 11 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
  • 12 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  • 13 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.
  • 14 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
  • 15 Shareholders should note that it is possible that, pursuant to requests made by Shareholders of the Company under section 527 of the 2006 Act, the Company may be required to publish on a website

a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

  • 16 The following documents will be available for inspection at the offices of Slaughter and May, the Company's solicitors at One Bunhill Row, London EC1Y 8YY and at the Company's registered office at 103-105 Bath Road, Slough, Berkshire SL1 3UH on any weekday (except Saturdays, Sundays and public holidays) during normal business hours from the date of this Notice until the date of the AGM and at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN for a period of 15 minutes prior to the AGM and during the meeting:
  • i) copies of all service agreements whereunder Directors of the Company are employed by the Company or any of its subsidiary undertakings at the date of this notice (other than contracts expiring or determinable by the employing company within one year without payment of compensation);
  • ii) the terms and conditions of appointment of the Non-Executive Directors;
  • iii) a copy of the Articles of Association; and
  • iv) the Deed Poll of Indemnity dated 28 July 2009.
  • 17 Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):
  • i) calling our Shareholder helpline on 0870 703 0118; or
  • ii) writing to: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY
  • 18 A copy of this Notice and other information required by Section 311A of the 2006 Act is available from the Company's website, www.rb.com.
  • 19 Under Section 319A of the 2006 Act, the Company must answer any question relating to the business being dealt with at the meeting, put by a member attending the meeting, unless:
  • i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
  • ii) the answer has already been given on a website in the form of an answer to a question; or
  • iii) it is undesirable in the interest of the Company or the good order of the meeting that the question be answered.

You may not use any electronic address provided either in this Notice of AGM or any related documents (including the Chairman's Letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.