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Reckitt Benckiser Group PLC Proxy Solicitation & Information Statement 2015
4872_agm-r_2015-03-31_a190e252-3109-48ee-8256-fa3f00aabac6.pdf
Proxy Solicitation & Information Statement
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HEALTH · HYGIENE · HOME
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chairman of Reckitt Benckiser Group plc invites you to attend the Annual General Meeting of the Company to be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on 7 May 2015 at 11.15 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 7 May 2015
Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
Control Number: 912928
SRN:
PIN:
View the Annual Report and Notice of Meeting online: www.rb.com
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 5 May 2015 at 11.15 am.
Explanatory Notes:
- 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- 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 photocopy this form. Please indicate 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. Please also indicate by marking 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.
- 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.
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.
- 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 close of business on the day which is two days before the day of the 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.
- 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 3RA50) 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 35(5)(a) of the Uncertificated Securities Regulations 2001.
- 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 or go to www.investorcentre.co.uk to use the online Investor Centre service.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders
50155
123711_93178_RUN_ONS/000001/000001/SG150
125572 001
AGM information
The meeting will be held at 11.15 am on Thursday, 7 May 2015 at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN.
Refreshments will be provided prior to and after the AGM.
How to find us
Directions from M25 (East)
- Exit the M25 at Junction 15 onto the M4 following signs to Heathrow Terminals 1 and 3.
- Exit M4 at Junction 4 and follow signs to Terminals 1 and 3 onto the M4 spur road. Keep in the left hand lane and exit M4 spur road onto A4 following signs to central London.
- The hotel is located approximately ½ a mile on the left hand side.
Directions from London (East)
Follow instructions as above from Point 2.
From Heathrow Airport
A Heathrow Hotel "Hoppa Bus" operates between Terminals 1 and 3 to 5 and the Hotel for a nominal charge. Bus H3 runs every 10-15 minutes between Terminals 1 and 3 and Bus H53 runs every 20-25 minutes between Terminals 4 and 5.
By London Underground or by train
Take the Piccadilly Line on the Underground or the Heathrow Express Train from London Paddingdon Station to Terminals 1 and 3 and take the "Hoppa Bus" H3 as above. Alternatively, the Underground runs to Hatton Cross Station where you can take one of three complimentary buses (285, 555 and 557) to Bath Road.
Parking at the London Heathrow Marriott Hotel
There will be plenty of parking spaces available and there is no need to obtain any ticket. Simply advise us of your car's licence plate number at the registration desk and the cost of parking will be paid for by RB.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
| * | |
|---|---|
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full 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 7 May 2015 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 mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example. ☐
Resolutions
| For | Against | Vote Withdrawn | |
|---|---|---|---|
| 1. To receive the 2014 report and financial statements. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report. | ☐ | ☐ | ☐ |
| 3. To declare a final dividend. | ☐ | ☐ | ☐ |
| 4. To elect Jaspal Bindra. | ☐ | ☐ | ☐ |
| 5. To elect Mary Harris. | ☐ | ☐ | ☐ |
| 6. To elect Pamela Kirby. | ☐ | ☐ | ☐ |
| 7. To elect Sue Shim. | ☐ | ☐ | ☐ |
| 8. To elect Christopher Sinclair. | ☐ | ☐ | ☐ |
| 9. To elect Douglas Tough. | ☐ | ☐ | ☐ |
| 10. To re-elect Adrian Bellamy. | ☐ | ☐ | ☐ |
| 11. To re-elect Nicandro Durante. | ☐ | ☐ | ☐ |
| 12. To re-elect Peter Harf. | ☐ | ☐ | ☐ |
| 13. To re-elect Adrian Hennah. | ☐ | ☐ | ☐ |
| 14. To re-elect Kenneth Hydon. | ☐ | ☐ | ☐ |
| 15. To re-elect Rakesh Kapoor. | ☐ | ☐ | ☐ |
| 16. To re-elect André Lacroix. | ☐ | ☐ | ☐ |
| For | Against | Vote Withdrawn | |
| --- | --- | --- | --- |
| 17. To re-elect Judith Sprieser. | ☐ | ☐ | ☐ |
| 18. To re-elect Warren Tucker. | ☐ | ☐ | ☐ |
| 19. To re-appoint PricewaterhouseCoopers LLP as Auditors. | ☐ | ☐ | ☐ |
| 20. To authorise the Directors to determine the Auditors' remuneration. | ☐ | ☐ | ☐ |
| 21. To authorise the Company to make political donations. | ☐ | ☐ | ☐ |
| 22. To renew the Directors' authority to allot shares. | ☐ | ☐ | ☐ |
| 23. To amend the Company's Articles of Association, as set out in the Notice of Meeting. | ☐ | ☐ | ☐ |
| 24. To renew the Directors' power to disapply pre-emption rights. (Special Resolution) | ☐ | ☐ | ☐ |
| 25. To renew the Company's authority to purchase its own shares. (Special Resolution) | ☐ | ☐ | ☐ |
| 26. To approve the Reckitt Benckiser Group 2015 Long Term Incentive Plan (the "LTIP"). (Special Resolution) | ☐ | ☐ | ☐ |
| 27. To approve the Reckitt Benckiser Group 2015 Savings Related Share Option Plan (the "SRS Plan"). (Special Resolution) | ☐ | ☐ | ☐ |
| 28. To authorise the Directors to establish a further plan or plans, as set out in the Notice of Meeting. (Special Resolution) | ☐ | ☐ | ☐ |
| 29. To approve the calling of General Meetings on 14 clear days' notice. (Special Resolution) | ☐ | ☐ | ☐ |
I/We instruct my/our proxy 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).
CCS0352 13
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12557D D01