Reckitt Benckiser Group PLC — AGM Information 2022

May 20, 2022

Company Number: 06270876

THE COMPANIES ACT 2006

RESOLUTIONS OF RECKITT BENCKISER GROUP PLC

In accordance with LR 9.6.2R, Reckitt Benckiser Group plc (the "Company") confirms that the resolutions listed below relating to special business were passed at the Annual General Meeting of the Company held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Friday 20 May 2022 at 2pm. Resolutions 19 and 20 were passed as ordinary resolutions and resolutions 21, 22, 23 and 24 were passed as special resolutions. The full text of each of the resolutions is below:

Political Donations

• 1. That in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company be authorised to:
  2. a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
  3. b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
  4. c) incur political expenditure not exceeding £100,000 in total,

during the period from the date of this resolution until the conclusion of next year's AGM (or, if earlier, until the close of business on 30 June 2023), 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 £100,000.

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 section 363 to section 365 of the Act.

Authority to Allot Shares

• 1. That the Directors be generally and unconditionally in accordance with section 551 of the Act, in substitution of all subsisting authorities, 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:
  2. a) up to a nominal amount of £23,828,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum);
  3. b) comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £47,656,000 (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 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 may 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

such authority will expire at the conclusion of the Company's AGM to be held in 2023 or, the close of business on 30 June 2023, whichever is sooner, unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of offers and entering into agreements that would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the expiry of the authority, 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 expired.

Disapplication of Pre-Emption Rights

• 1. That subject to the passing of Resolution 20, the directors be authorised to allot equity securities (as defined in the 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 Act did not apply to any such allotment or sale, such authority to be limited:
  2. a) to allotments for rights issues and other pre-emptive issues; and
  3. b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £3,574,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 8 April 2022, being the latest practicable date prior to the publication of this Notice,

such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 30 June 2023, but in each case, prior to the expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That, subject to the passing of Resolution 20, the Directors be authorised, in addition to any authority granted under Resolution 21 to allot equity securities (as defined in the 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 Act did not apply to any such allotment or sale, such authority to be:
  2. a) limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £3,574,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 8 April 2022, being the latest practicable date prior to the publication of this Notice; and

b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, on 30 June 2023, but in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of Own Shares

• 1. That the Company is authorised, for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company provided that:
  2. a) the maximum number of ordinary shares which may be purchased is 71,480,000 ordinary shares;
  3. b) the maximum price (exclusive of expenses) at which ordinary shares may be purchased is an amount equal to the higher of

(i) 5% above the average market value of ordinary shares for the five business days preceding the date of purchase; and

(ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and

• c) the minimum price (exclusive of expenses) at which ordinary shares may be purchased is
• 10 pence per ordinary share;

such authority to expire on the earlier of 30 June 2023 or on the date of the AGM of the Company in 2023 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.

Notice of General Meetings Other Than AGMs

1. That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

…………………………………………. CATHERYN O'ROURKE COMPANY SECRETARY