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Reckitt Benckiser Group PLC Proxy Solicitation & Information Statement 2016
4872_agm-r_2016-04-04_ef9f5776-cf70-4fb6-93b6-0aeaca2f0a12.pdf
Proxy Solicitation & Information Statement
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Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Additional Holders:
The Chairman of Reckitt Benckiser Group plc invites you to attend the Annual General Meeting of the Company to be held at No.11 Cavendish Square, London W1G 0AN on 5 May 2016 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 5 May 2016
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: 913547
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 3 May 2016 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 0370 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.
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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.
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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 0370 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.
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.
All Named Holders
AGM information
The meeting will be held at 11.15 am on Thursday, 5 May 2016 at No.11 Cavendish Square, London W1G 0AN.
Tea and coffee will be provided before the meeting, and light refreshments will be available afterwards.
Directions
The entrance to the venue is located in Cavendish Square, accessed via the King's Fund entrance in Dean Mews (between Harley Street and Chandos Street).
The nearest underground station to the venue is Oxford Circus, on the Central, Victoria and Bakerico Lines (Exit number 4). The venue is approximately 5-10 minutes' walk from Oxford Circus underground station.
The nearest car park is Q-Park London Oxford Street (postcode: W1G 0PN), which has 444 spaces and is situated underneath Cavendish Square, just a few minutes' walk from the venue. Alternatively, there is another Q-Park located in Harley Street, via Chandos Street (postcode: W1G 9HF) which has 281 spaces and is approximately three minutes' walk from the venue. Please note that parking for both car parks is charged on an hourly basis at the Shareholder's expense.
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 No.11 Cavendish Square, London W1G 0AN on 5 May 2016 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 | Note | |
|---|---|---|---|
| 1. To receive the 2015 report and financial statements. | ☐ | ☐ | ☐ |
| 2. To receive and adopt the Directors' Remuneration Policy. | ☐ | ☐ | ☐ |
| 3. To receive and adopt the Directors' Remuneration Report. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend. | ☐ | ☐ | ☐ |
| 5. To re-elect Adrian Bellamy. | ☐ | ☐ | ☐ |
| 6. To re-elect Nicandro Durante. | ☐ | ☐ | ☐ |
| 7. To re-elect Mary Harris. | ☐ | ☐ | ☐ |
| 8. To re-elect Adrian Hennah. | ☐ | ☐ | ☐ |
| 9. To re-elect Pam Kirby. | ☐ | ☐ | ☐ |
| 10. To re-elect Kenneth Hydon. | ☐ | ☐ | ☐ |
| 11. To re-elect Rakesh Kapoor. | ☐ | ☐ | ☐ |
| 12. To re-elect Andre Lacroix. | ☐ | ☐ | ☐ |
| 13. To re-elect Chris Sinclair. | ☐ | ☐ | ☐ |
| For | Against | Note | |
| --- | --- | --- | --- |
| 14. To re-elect Judith Sprieser. | ☐ | ☐ | ☐ |
| 15. To re-elect Warren Tucker. | ☐ | ☐ | ☐ |
| 16. To re-appoint PricewaterhouseCoopers LLP as Auditor. | ☐ | ☐ | ☐ |
| 17. To authorise the Directors to determine the Auditor's remuneration. | ☐ | ☐ | ☐ |
| 18. To authorise the Company to make political donations. | ☐ | ☐ | ☐ |
| 19. To renew the Directors' authority to allot shares. | ☐ | ☐ | ☐ |
| 20. To renew the Directors' power to disapply pre-emption rights. (Special Resolution) | ☐ | ☐ | ☐ |
| 21. To renew the Company's authority to purchase its own shares. (Special Resolution) | ☐ | ☐ | ☐ |
| 22. 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
| 01 | 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).
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