Reckitt Benckiser Group PLC — Proxy Solicitation & Information Statement 2011

Mar 29, 2011

Reckitt Benckiser

Computershare

All correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY

Reckitt Benckiser Annual General Meeting 2011

The fourth Annual General Meeting of Reckitt Benckiser Group plc is to be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex, UB3 5AN on Thursday, 5 May 2011 at 11.15 am.

How to find us

Directions from the M25 and the west

Leave the M25 at Junction 16, following the sign to Heathrow Terminals 1, 2 and 3 onto the M4. Exit the M4 at Junction 4 still following the terminal signs. At the slip road bear right, around the roundabout and under the motorway * you will then be at the airport spur road. At the end of the spur road, take the first left, marked A4. This will take you straight onto the A4. The hotel is about half a mile along the road on the left-hand side.

Directions from London

Come off the M4 at Junction 4 and follow the slip road round on the left – follow as from *

Parking at the London Heathrow Marriott Hotel

Visitors should drive in through the front entrance of the hotel and take a ticket at the barrier. There are plenty of parking spaces available. Cost for parking will be paid for by Reckitt Benckiser.

By London Underground

Take the Underground Piccadilly Line trains to Terminals 1 and 3 - take the Terminal 1 exit out of the station. Take the bus at stop number 4 and take the Hotel Hoppa Bus H3** to the hotel.

By train

Take the Heathrow ExpressTrain from London Paddington Station to Terminals 1 and 3 (journey time approx. 15 minutes). Take the bus at stop number 4 and take the Hotel Hoppa Bus H3** to the hotel. This service operates every 10 minutes and the journey to the hotel should take no longer than 15 minutes.

**Please note that you will need to purchase a ticket to use the Hotel Hoppa Bus.

MR A SAMPLE
MR A SAMPLE
DESIGNATION (IF ANY)
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Attendance Card

For use if you are attending the AGM at 11.15 am on Thursday, 5 May 2011 at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex, UB3 5AN. (See above for location map.)

Refreshments prior to the AGM will be available with lunch and soft drinks provided afterwards.

It will be helpful if you detach this slip and hand it in at the reception desk on your arrival at the meeting

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MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
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Form of Proxy - Annual General Meeting to be held on Thursday, 5 May 2011

Kindly note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Explanatory notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. (Or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account.)
2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 703 0118 or you may copy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of securities in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat

will be determined by reference to the Register of Members of the Company at 6pm on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3R450) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 39(5)(a) of the Uncertificated Securities regulations 2001.
2. In the absence of instructions, the person appointed as proxy may vote or refrain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed as proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly comply on the next meeting.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 703 0118 to request a change of address form.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

To be effective, this form must be lodged at the office of the Company's Registrars by 3 May 2011 at 11.15 am

ALTERNATIVELY, YOU CAN LODGE YOUR PROXY USING THE INTERNET 24 HOURS A DAY 7 DAYS A WEEK

All Named Holders:

MR HARLEY DAVIDSON
MR VICTOR ROD
MR SPEED STER
MISS ELECTRA GLIDE

Control Number: 910694

SRN. C1234567890
PIN. 1234

To Lodge a Proxy Using the Internet

Go to the following website:
www.eproxyappointment.com

You will need an Internet enabled computer with minimum web browser of IE4 or Netscape 4. You will be asked to enter the Shareholder Reference Number and PIN Number as printed opposite and agree to certain terms and conditions.

Registered in England & Wales No 3498858, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE
Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority.
Registered Office: 25 The North Colonnade, Canary Wharf, London E14 9HS.

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Form of Proxy

Please use a blank pen. Mark with an X inside the box as shown in this example.

X

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We hereby appoint the Chairman of the Meeting OR the following person

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s),

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of RECKITT BENCKISER GROUP PLC to be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Thursday, 5 May 2011 at 11.15 am, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Resolutions	For	Against	Vote Withheld
1. To receive the 2010 report and financial statements.	☐	☐	☐
2. To approve the Directors' remuneration report.	☐	☐	☐
3. To declare a final dividend.	☐	☐	☐
4. To re-elect Adrian Bellamy.	☐	☐	☐
5. To re-elect Peter Harf.	☐	☐	☐
6. To re-elect Bart Becht.	☐	☐	☐
7. To re-elect Graham Mackay.	☐	☐	☐
8. To elect Liz Doherty.	☐	☐	☐
9. To re-appoint PricewaterhouseCoopers LLP as auditors.	☐	☐	☐
10. To authorise the Directors to determine the auditors' remuneration.	☐	☐	☐
11. To renew the Directors' authority to allot shares.	☐	☐	☐
12. To renew the Directors' power to disapply pre-emption rights. (Special Resolution)	☐	☐	☐
13. To renew the Company's authority to purchase its own shares. (Special Resolution)	☐	☐	☐
14. To approve the calling of General Meetings on 14 clear days' notice. (Special Resolution)	☐	☐	☐
15. To approve changes to the rules of the Company's Share Plans.	☐	☐	☐

I/we instruct my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD / MM / YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

Poll Card

Resolutions	For	Against	Vote Withheld
1. To receive the 2010 report and financial statements.
2. To approve the Directors' remuneration report.
3. To declare a final dividend.
4. To re-elect Adrian Bellamy.
5. To re-elect Peter Harf.
6. To re-elect Bart Becht.
7. To re-elect Graham Mackay.
8. To elect Liz Doherty.
9. To re-appoint PricewaterhouseCoopers LLP as auditors.
10. To authorise the Directors to determine the auditors' remuneration.
11. To renew the Directors' authority to allot shares.
12. To renew the Directors' power to disapply pre-emption rights. (Special Resolution)
13. To renew the Company's authority to purchase its own shares. (Special Resolution)
14. To approve the calling of General Meetings on 14 clear days' notice. (Special Resolution)
15. To approve changes to the rules of the Company's Share Plans.

Notes

1. Where voting as proxy or representative please indicate this to the right of your signature.
2. If all your votes on the resolution are to be cast one way please mark X in the appropriate box. If on the resolution you do not wish to use all your votes or to cast all your votes the same way please insert in the appropriate box the number(s) of votes cast.
3. If you have lodged a proxy form giving voting instructions and wish to vote as indicated on the proxy form it will simplify the count if instead of completing this card you leave your votes to be cast by proxy in accordance with your instructions.
4. The "VoteWithheld" option is provided to enable you to abstain on any resolution. However it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

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Signature

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