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Reckitt Benckiser Group PLC Proxy Solicitation & Information Statement 2022

Apr 27, 2022

4872_agm-r_2022-04-27_2166a637-6ddc-4174-99fa-0b05e51bd93c.pdf

Proxy Solicitation & Information Statement

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MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
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If you would like to vote at our Annual General Meeting (AGM), but cannot attend in person, you can appoint a proxy who will vote on your behalf. There are two ways you can appoint a proxy: (i) via the Investor Centre website (www.investorcentre.co.uk/ eproxy); or (ii) complete this proxy form and return it to our Registrar, Computershare, at the address given overleaf, using the enclosed reply-paid envelope.

Further guidance on the methods of appointing a proxy can be found overleaf and in the explanatory notes to the 2022 Notice of AGM, on page 7.

FORMOFPROXY-ANNUALGENERALMEETINGTOBEHELDON20MAY2022

To be effective, all proxy appointments must be lodged with the Company's Registrar, Computershare, by 18 May 2022 at 2pm.

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box below 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 20 May 2022 at 2pm and at any adjourned meeting.

Please leave this box blank if you wish to appoint the Chair of the meeting as your proxy. Please complete this box only if you wish to appoint a third party as your proxy.

*

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

Please mark here if this proxy appointment is one of multiple appointments being made. Please use a black pen. Mark with an X

C1234567890

inside the box as shown in this example. X

Ordinary Resolutions For Vote
Against Withheld
1. That the Annual Report and Financial
Statements for the year ended 31 December
2021 be received.
2. That the Directors' Remuneration Report
be approved.
3. That the Directors' Remuneration Policy
be approved.
4. That a fi nal dividend of 101.6p per ordinary share
be declared.
the Company.
5. That Andrew Bonfi eld be re-elected as
a Director.
6. That Olivier Bohuon be re-elected as a Director. political donations.
7. That Jeff Carr be re-elected as a Director. be renewed.
8. That Margherita Della Valle be re-elected as
a Director.
Special Resolutions
9. That Nicandro Durante be re-elected as
a Director.
10. That Mary Harris be re-elected as a Director.
11. That Mehmood Khan be re-elected as a Director.
12. That Pam Kirby be re-elected as a Director.
13. That Laxman Narasimhan be re-elected as a
Director.
days' notice.
For Vote
Against Withheld
14. That Chris Sinclair be re-elected as a Director.
15. That Elane Stock be re-elected as a Director.
16. That Alan Stewart be elected as a Director.
17. That KPMG LLP be re-appointed as auditor of
the Company.
18. That the Board, acting through the Audit
Committee, be authorised to determine the
auditor's remuneration.
19. That the Company be authorised to make
political donations.
20. That the Directors' authority to allot shares
be renewed.
Special Resolutions
21. That the Directors' power to disapply pre
emption rights in respect of up to 5 per cent of
issued share capital be renewed.
22. That the Directors' power to disapply pre
emption rights in respect of up to an additional
5 per cent of issued share capital be authorised.
23. That the Company's authority to purchase its
own shares be renewed.
24. That the Directors be authorised to call a
general meeting, other than an AGM, on 14 clear

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting.

E

Signature Date

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

XT 6 1 5 1 20 REC

If you would like to appoint a proxy online via the Investor Centre, you can either visit www.investorcentre.co.uk/eproxy or scan the QR code and use the following login details:

Control Number: 917668 SRN: PIN: C1234567890 1234

View the Annual Report and Notice of Meeting online: www.reckitt.com

All enquiries to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

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 Chair of the meeting, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see overleaf) 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).
  • 2. 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 overleaf) the number of shares 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 Reckitt 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.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specifi ed deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. Reckitt may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
  • 6. The address shown on this proxy form is how your address appears on Reckitt's 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.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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