Reckitt Benckiser Group PLC — AGM Information 2014

Dec 11, 2014

THE COMPANIES ACT 2006

RESOLUTION OF

RECKITT BENCKISER GROUP PLC

Passed at the General Meeting held on 11 December 2014

ORDINARY RESOLUTION

"THAT:

(i) upon the recommendation and conditional on the approval of the directors of the Company and immediately prior to the ordinary shares ("Indivior Ordinary Shares") of Indivior PLC ("Indivior") (which are issued and to be issued to holders of ordinary shares of the Company, excluding shares held in treasury, ("RB Ordinary Shares") in connection with the Demerger (as defined below)) being admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange ("Admission"), a dividend in specie on the RB Ordinary Shares equal to the aggregate book value of the Company's interest in its subsidiary, RBP Global Holdings Limited, as at the Demerger Record Time be and is hereby declared payable to holders of RB Ordinary Shares on the register of members of the Company at 6.00 p.m. (London time) on Monday 22 December 2014 (or such other time or date as the directors of the Company may determine) (the "Demerger Record Time"), such dividend to be satisfied by the transfer immediately prior to Admission by the Company to Indivior of the entire issued share capital of RBP Global Holdings Limited in consideration for which Indivior has agreed to allot and issue the Indivior Ordinary Shares, effective immediately prior to Admission and credited as fully paid, to such shareholders in the proportion of one Indivior Ordinary Share for each RB Ordinary Share then held by such shareholders (save that, in respect of the two initial subscribers in Indivior (each of whom is, and will at the Demerger Record Time continue to be, a shareholder in the Company), the number of Indivior Ordinary Shares to be allotted and issued to each of them will be reduced by the number of Indivior Ordinary Shares already held by them at the Demerger Record Time) so that immediately prior to Admission all holders of RB Ordinary Shares (including the two initial subscribers in Indivior) will hold one Indivior Ordinary Share for each RB Ordinary Share held at the Demerger Record Time: and

(ii) the directors of the Company be and are hereby authorised to do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as they consider necessary or expedient for the purpose of giving effect to the Demerger (as defined in the circular to shareholders published by the Company and dated 17 November 2014 (the "RB Shareholder Circular")) with such amendments, modifications, variations or revisions thereto as are not of a material nature."

WRMarle

William Mordan Company Secretary

11 December 2014