Reckitt Benckiser Group PLC — Proxy Solicitation & Information Statement 2026

Mar 25, 2026

reckitt

NOTICE OF ANNUAL GENERAL MEETING 2026

Reckitt Benckiser Group plc's
Annual General Meeting will be held at the
London Heathrow Marriott Hotel, Bath Road, Hayes UB3 5AN
Commencing at 2pm on Thursday 21 May 2026

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or if you reside elsewhere, other appropriately authorised financial adviser.

If you have recently sold or transferred all your shares in Reckitt Benckiser Group plc, please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

YOUR VOTE IS IMPORTANT: You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 2pm on Tuesday 19 May 2026. Further details on how shareholders can appoint a proxy are set out in this document.

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Notice of Annual General Meeting
Reckitt Annual General Meeting 2026
1

CHAIR'S LETTER

Dear Shareholder

I am pleased to invite you to our Annual General Meeting (AGM), which will be held on Thursday 21 May 2026 at 2pm at the London Heathrow Marriott Hotel, Bath Road, Hayes UB3 5AN.

This Notice describes the business that will be proposed at the AGM where there will also be an update on performance and an opportunity to ask your questions.

We look forward to welcoming you in person to this year's AGM. In the event you are unable to attend in person, we would encourage you to submit a proxy vote in advance of the AGM. Further details, including the timeframes for submitting such a proxy vote, are set out in further detail in this Notice.

Board changes

We continued to make good progress in strengthening the Board with Patricia Verduin joining in June 2025 and Harry Kirsch and Deepak Nath who will join the Board in April 2026. Mary Harris stepped down from the Board following the 2025 AGM and Mehmood Khan stepped down in July 2025. As previously notified, Margherita Della Valle and Mahesh Madhavan will step down from the Board on 1 April 2026. I would like to thank Mary, Mehmood, Margherita and Mahesh for their service to the Board.

Biographical details for each of the Board members standing for election or re-election at the AGM can be found in Appendix 1 on pages 10 to 12 of this Notice.

Dividend

Your Board is recommending a final dividend of 127.8 pence per ordinary share for the year ended 31 December 2025. Shareholders are asked to approve the dividend, as recommended by the Board.

The Company operates a Dividend Reinvestment Plan (DRIP) through Computershare, our Registrar, and shareholders who elect for the DRIP will automatically receive shares for all future dividends. Shareholders who wish to join or cancel their participation in the DRIP must provide instructions to Computershare by 21 May 2026.

Further details on the DRIP can be found on Computershare's website: computershare.com/Investor.

Voting

Your votes are important to us, and all shareholders are encouraged to vote either in advance or on the day. At the meeting, voting on all resolutions will be conducted by way of poll rather than on a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names. If you will not be participating in the meeting in person you may vote by appointing a proxy in advance of the AGM, as further detailed in this Notice. Please note that completion and return of the proxy form will not preclude you from attending the AGM and voting in person.

Recommendation

The Board believes all proposed resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of all the proposed resolutions.

Voting results

The voting results will be announced through a Regulatory Information Service and will be published on our website at reckitt.com/investors/annual-general-meetings as soon as possible following the AGM.

On behalf of your Board, I would like to thank you for your continued support and look forward to welcoming you to our AGM.

Yours sincerely

Sir Jeremy Darroch
Chair
25 March 2026

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Reckitt Annual General Meeting 2026
Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the AGM) of Reckitt Benckiser Group plc (the Company) will be held at the London Heathrow Marriott Hotel, Bath Road, Hayes UB3 5AN, on Thursday 21 May 2026 at 2pm to consider and, if thought fit, pass the resolutions set out below.

Resolutions 1 to 19 will be proposed as ordinary resolutions, and resolutions 20 to 23 will be proposed as special resolutions. Explanations of the resolutions can be found on pages 4 to 6 of this Notice.

Ordinary Resolutions

Annual Report and Financial Statements

1. To receive the Annual Report and Financial Statements for the year ended 31 December 2025.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report for the year ended 31 December 2025 as set out on pages 84 to 111 of the 2025 Annual Report and Financial Statements.

Final dividend

1. To declare a final dividend of 127.8 pence per ordinary share for the year ended 31 December 2025.

Re-election of Directors

1. To re-elect Sir Jeremy Darroch as a Director.
2. To re-elect Kris Licht as a Director.
3. To re-elect Shannon Eisenhardt as a Director.
4. To re-elect Andrew Bonfield as a Director.
5. To re-elect Elane Stock as a Director.
6. To re-elect Tamara Ingram, OBE as a Director.
7. To re-elect Marybeth Hays as a Director.
8. To re-elect Fiona Dawson, CBE as a Director.
9. To re-elect Stefan Oschmann as a Director.

Election of Directors

1. To elect Patricia Verduin as a Director.
2. To elect Harry Kirsch as a Director.
3. To elect Deepak Nath as a Director.

Re-appointment of Auditor

1. To re-appoint KPMG LLP as Auditor of the Company, to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

1. To authorise the Audit Committee to determine the Auditor's remuneration.

Political donations

1. In accordance with sections 366 and 367 of the Companies Act 2006 (the Act), to authorise the Company and any companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company to:

a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;

b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and

c) incur political expenditure not exceeding £100,000 in total, during the period from the date of this resolution until the conclusion of the Company's AGM 2027 or the close of business on 30 June 2027, whichever is the earlier, 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 and are hereby authorised generally and unconditionally, in accordance with section 551 of the Companies Act 2006 (the Act), 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:

a) up to a nominal amount of £22,393,750 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

b) comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £44,787,500 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a preemptive offer (including by way of a rights issue or an open offer):

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 they 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, such authority to expire at the conclusion of the Company's AGM 2027 or the close of business on 30 June 2027, whichever is the earlier, provided that the Directors shall be entitled to make such offers and enter into agreements that would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted (and treasury shares to be sold) after the expiry of the authority, and the Company may allot shares or grant rights to subscribe for or convert securities into shares (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

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Notice of Annual General Meeting
Reckitt Annual General Meeting 2026
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Special Resolutions

Disapplication of pre-emption rights

1. THAT, the Directors be and are hereby authorised to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 19 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, provided that such authority be limited:

a) to the allotment of equity securities or sale of treasury shares in connection with a pre-emptive offer (including by way of a rights issues or an open offer):

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 they 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

b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £3,358,333,

such authority to expire at the conclusion of the Company's AGM 2027 or the close of business on 30 June 2027, whichever is the earlier, provided that the Directors shall be entitled to make such offers and enter into agreements that would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted (and treasury shares to be sold) after the expiry of the authority, and the Company may allot shares or grant rights to subscribe for or convert securities into shares (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Additional disapplication of pre-emption rights

1. THAT, subject to the passing of Resolution 19 and in addition to any authority granted under Resolution 20, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 19 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:

a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,358,333; and
b) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of the Company's AGM 2027 or the close of business on 30 June 2027, whichever is the earlier, provided that the Directors shall be entitled to make such offers and enter into agreements that would, or

might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted (and treasury shares to be sold) after the expiry of the authority, and the Company may allot shares or grant rights to subscribe for or convert securities into shares (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 be generally and unconditionally 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:

a) the maximum number of ordinary shares which may be purchased is 64,490,000 ordinary shares, representing less than 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 25 February 2026, being the latest practicable date prior to the publication of this Notice;
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 as derived from the Daily Official List of the LSE for the five business days preceding the date of purchase; and
ii. the higher of the price of the last independent trade of a ordinary share and the highest current independent bid for a 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 at the conclusion of the Company's AGM 2027 or the close of business on 30 June 2027, whichever is the earlier, provided that the Directors shall be entitled to 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

1. To authorise the Directors to call a general meeting of the Company, other than an AGM, on not less than 14 clear days' notice.

By Order of the Board

Catheryn O'Rourke

Company Secretary

25 March 2026

Registered Office:

103-105 Bath Road, Slough,

Berkshire SL1 3UH

Registered in England and Wales, No. 6270876

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Reckitt Annual General Meeting 2026

Notice of Annual General Meeting

EXPLANATORY NOTES

Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 20 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Annual Report and Financial Statements

The Directors are required under the Act to present the reports of the Directors and the audited accounts of the Company for each financial year to shareholders at a general meeting. Shareholders are asked to receive the reports of the Directors and the Auditor, the Strategic Report, and the Financial Statements for the year ended 31 December 2025.

Resolution 2 – Directors' Remuneration Report

The Directors' Remuneration Report sets out the pay and benefits received by each of the Directors for the year. The Company is required to seek shareholders' approval in respect of the contents of this report. In line with legislation, this vote is advisory. The Directors' Remuneration Report can be found on pages 84 to 111 of the 2025 Annual Report.

The Company is separately required to seek shareholders' approval of its policy on the remuneration of the Directors (the Directors' Remuneration Policy) at least every three years, unless during that time it is to be changed. The policy, as set out on pages 103 to 109 of the 2024 Annual Report, was last approved by shareholders at the AGM on 8 May 2025. No changes are proposed to the Remuneration Policy at this year's AGM.

Resolution 3 – Final dividend

Resolution 3 seeks shareholders' approval for the final dividend of 127.8 pence per ordinary share, which is recommended by the Directors for the year ended 31 December 2025. An interim dividend of 84.4 pence per ordinary share was paid on 18 September 2025, bringing the total dividend for 2025 to 212.2 pence per ordinary share (excluding the special dividend of 235 pence per ordinary share paid to shareholders on 20 February 2026). If approved at the AGM, the final dividend will be paid on 12 June 2026 to shareholders on the Register of Members by close of business on 10 April 2026.

The Company also operates a Dividend Reinvestment Plan (DRIP). Shareholders who elect for the DRIP will automatically receive shares for all future dividends. The last date for receipt of elections for the DRIP will be 21 May 2026.

Resolutions 4 to 15 inclusive – Re-election and election of Directors

In accordance with the UK Corporate Governance Code, all existing Directors will stand for election or re-election at the AGM with the exception of Margherita Della Valle and Mahesh Madhavan who will step down from the Board on 1 April 2026.

The Board is satisfied that it continues to maintain an appropriate balance of skills, experience and knowledge. Following an external Board performance evaluation, the Board has concluded that each Director standing for election or re-election makes an effective and valuable contribution to the Board and demonstrates commitment to the role, and that there are no circumstances likely to impair any individual Non-Executive Director's independence or judgement, and hence the Board is recommending each Director's election or re-election.

Biographical details of the Directors seeking election or re-election, including an explanation of their contribution to the Board and the reasons for their election or re-election, can be found in Appendix 1 of this Notice, on pages 10 to 12.

Resolution 16 – Re-appointment of Auditor

The Auditor of the Company is subject to re-appointment at each AGM where the accounts are presented. On the recommendation of the Audit Committee, the Board proposes that KPMG LLP be re-appointed Auditor to the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts will be presented before shareholders.

Following a formal and competitive tender process, the Audit Committee recommended, and the Board endorsed, the appointment of PwC as the next External Auditor. Recognising the good progress being made on Reckitt's transformation and to ensure continued focus thereon, it has been decided that KPMG will remain External Auditor for the 2026 reporting cycle with a transition to PwC taking place in 2027.

Resolution 17 – Auditor's remuneration

The Directors may set the remuneration of the Auditor if authorised to do so by the shareholders. Under the Competition and Markets Authority's Statutory Audit Service Order, the Audit Committee has specific responsibility for negotiating and agreeing the statutory audit fee for and on behalf of the Board. This resolution seeks authority for the Audit Committee to set Auditor remuneration for the 2026 financial year.

Resolution 18 – Political donations

Resolution 18 seeks to renew the authority from shareholders to enable the Company or its UK subsidiaries to make political donations or incur political expenditure in accordance with the requirements of Part 14 of the Act.

The Company has no intention of changing its or its UK subsidiaries' current practice of not making political donations. However, the definitions in the Act are broad and it is possible that they may cover activities including, for example, sponsorship, subscriptions, paid leave for employees fulfilling certain public duties and/or bodies concerned with policy review and law reform or with the representation of the business community which may be in the Company's or its UK subsidiaries' interest to support.

In order to allow such activities to continue and avoid inadvertently contravening the Act, the Company considers that the authority sought under this resolution to allow it or its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £100,000 is advisable. This authority is sought for the duration of a year until the next general meeting. In addition, we refer to our Communicating Responsibly with External Stakeholders Policy and the importance we place on our employees and contractors conducting any advocacy activity in a transparent, ethical and responsible way, and consistent with our Code of Conduct and other policies.

No political donations or expenditure of the type requiring disclosure under the Act were made in the year ended 31 December 2025 nor are any contemplated but (on a precautionary basis) the Directors believe it is appropriate to request this authority.

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Notice of Annual General Meeting
Reckitt Annual General Meeting 2026
5

Resolution 19 – Authority to allot shares

This resolution seeks to renew the Directors' authority to allot shares.

Under the Act, the Directors may not allot shares unless authorised to do so by the shareholders in a general meeting. If passed, paragraph (a) of this resolution would give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £22,393,750. This amount represents 214,980,000 ordinary shares of 10% pence each and approximately one-third of the nominal amount of the issued share capital, excluding treasury shares, as at 25 February 2026, being the latest practicable date prior to publication of this Notice.

In accordance with the Investment Association Share Capital Management Guidelines issued in February 2023 (the Guidelines) on directors' authority to allot shares, paragraph (b) of this resolution would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a pre-emptive offer (including by way of a rights issue or an open offer) in favour of shareholders up to an aggregate nominal amount equal to £44,787,500 (representing 429,960,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital, excluding treasury shares, as at 25 February 2026, being the latest practicable date prior to publication of this Notice.

The authority under this resolution will expire at the conclusion of the Company's AGM to be held in 2027 or the close of business on 30 June 2027, whichever is the earlier.

The Directors have no present intention to exercise the authority sought under this resolution. In the event of any exercise of the authority, the Directors intend to follow the Guidelines concerning its use, including as regards the Directors standing for election or re-election. As at 25 February 2026, being the latest practicable date before publication of this Notice, the Company held 29,048,790 ordinary shares in treasury, which represents 4.5% of the Company's issued ordinary share capital.

Resolutions 20 and 21 – Disapplication of pre-emption rights

If the Company issues new shares, or sells treasury shares, for cash (other than in connection with an employee share scheme), the Act requires that these shares are first offered to existing shareholders in proportion to their existing holdings.

At last year's AGM and at the General Meeting of the Company held on 27 January 2026, a special resolution was passed providing the Directors with authority to allot equity securities for cash without first offering them to existing shareholders in proportion to their existing holdings. Resolution 20 proposes that this authority be renewed. If approved, the resolution will authorise the Directors to issue shares in connection with pre-emptive offers (including by way of a rights issues or an open offer), or otherwise to issue shares for cash up to an aggregate nominal amount of £3,358,333 which includes the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. This aggregate nominal amount represents 32,240,000 ordinary shares, being approximately 5% of the ordinary share capital of the Company in issue as at 25 February 2026, the latest practicable date before the publication of this Notice.

The purpose of Resolution 21 is to seek authority for the Directors to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares or sell treasury shares for cash for a further aggregate nominal value of £3,358,333 ordinary shares, being approximately 5% of the ordinary share capital of the Company in issue as at 25 February 2026, the latest practicable date before the publication of this Notice, without first being required to offer such securities to existing shareholders, provided that this authority will only be used for the purposes of:

a) an acquisition; or
b) a specified capital investment (as defined below),

which is announced contemporaneously with the issue or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. The Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets, the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

The maximum nominal value of equity securities which could be allotted if both authorities were used would be £6,716,666 which represents approximately 10% of the issued share capital of the Company (excluding shares held in treasury), as at 25 February 2026 (being the latest practicable date prior to publication of this Notice).

The Directors do not have any present intention to exercise the disapplication authority; however, the Directors consider it is appropriate for them to seek the flexibility that the authority provides and that the authority sought in Resolutions 20 and 21 is in the best interests of the Company.

The powers sought under these resolutions are within the limits recommended by the Pre-Emption Group (PEG) and the Directors confirm that should they utilise the authority in these resolutions, they intend to follow the shareholder protections as set out in paragraph one Part 2B of the PEG Statement of Principles.

The authorities would, unless previously renewed, revoked or varied by shareholders, expire at the conclusion of the Company's AGM to be held in 2027 or the close of business on 30 June 2027, whichever is the earlier.

Resolution 22 – Purchase of own shares

Authority is sought for the Company to purchase up to 10% of its issued ordinary shares, renewing the authority granted by the shareholders at last year's AGM and at the General Meeting of the Company held on 27 January 2026.

Following the completion of the 2023 Share Buyback Programme which returned £1 billion to shareholders, the Company completed the 2024 Share Buyback Programme on 1 July 2025, returning an additional £1 billion to shareholders.

On 24 July 2025, the Company announced, consistent with its capital allocation framework, a further £1 billion share buyback programme to be carried out over 12 months (the 2025 Programme). On 28 July 2025, the Company announced the commencement of the first tranche of the 2025 Programme to return up to £250 million to shareholders, which completed on 21 October 2025. On 26 September 2025, the Company announced the second tranche of the 2025 Programme which finished on 30 January 2026 and returned £206 million to shareholders.

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Reckitt Annual General Meeting 2026
Notice of Annual General Meeting

Explanatory Notes continued

During the financial year ended 31 December 2025, the Company purchased in aggregate 16,382,499 ordinary shares of 10 pence each and subsequently transferred them to treasury. The total cost of the shares purchased during the financial year ended 31 December 2025 was £879 million. A further 3,416,470 ordinary shares have been purchased between 1 January 2026 and 30 January 2026, at a total cost of £206 million excluding transaction costs.

Under authority granted to directors pursuant to section 729 of the Act to cancel shares held in treasury, 30,000,000 shares were cancelled from treasury on 15 December 2025. A further 14 shares were cancelled from treasury on 12 January 2026 in order for the Company's total issued share capital to be exactly divisible by 25 as part of the Share Consolidation approved by shareholders at the General Meeting held on 27 January 2026.

As at 25 February 2026 there are 29,048,790 ordinary shares held in treasury (representing 4.5% of the issued ordinary shares) for the purposes of satisfying the Company's obligations under employee equity incentive schemes. Shares held in treasury are not eligible to participate in dividends and do not carry any voting rights.

Further details of treasury shares and the share buyback programme are set out on page 113 of the 2025 Annual Report. Any ordinary shares purchased by the Company pursuant to this authority would be held as treasury shares or cancelled. The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority, reflecting the requirements of the Listing Rules.

The total number of warrants and options to subscribe for ordinary shares outstanding as at 25 February 2026 was 18,025,476 (representing approximately 2.79% of the issued ordinary share capital of the Company at that date). If the authority to repurchase shares under this resolution was exercised in full, the total number of warrants and options to subscribe for ordinary shares outstanding at 25 February 2026 would, assuming no further ordinary shares are issued after that date, represent 3.11% of the issued ordinary share capital, excluding shares held in treasury.

Resolution 23 – Calling of general meetings on 14 days' notice

Resolution 23 seeks to renew the approval of shareholders to allow the Company to call a general meeting, other than an AGM, on 14 clear days' notice.

As in previous years, it is intended that the Company will only ever use this authority where it is merited by the purpose of the meeting and in the best interests of the Company and shareholders as a whole. The approval of this resolution will be effective until the Company's AGM in 2027, when it is expected that a similar resolution will be proposed.

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Notice of Annual General Meeting
Reckitt Annual General Meeting 2026
7

NOTES TO THE NOTICE OF AGM

Appointment of Proxies

1. Shareholders can vote ahead of the AGM by registering a proxy appointment. We ask, and strongly encourage, all shareholders to utilise the option to vote by proxy in advance of the AGM and to do so online by visiting investorcentre.co.uk/eproxy.

2. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Reckitt shareholder helpline on telephone number 0370 703 0118 or computershare.com/uk/individuals/im-a-shareholder/contact-us. In accordance with section 333A of the Act, a shareholder may appoint a proxy electronically by visiting investorcentre.co.uk/eproxy.

3. To access the service, you will need the Control Number, your Shareholder Reference Number (SRN) and Personal Identification Number (PIN) that appears on your proxy form or by visiting the mobile site via the Quick Response Code. These are shown on the proxy form or the email notification of this Notice (if we communicate with you electronically). Alternatively, complete the enclosed proxy form, in accordance with the instructions printed thereon, and return it to our Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, using the pre-paid envelope provided.

4. Proxy appointments, by whichever method you choose, must be received so as to arrive no later than 2pm on Tuesday 19 May 2026.

5. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrar in each case no later than 2pm on Tuesday 19 May 2026. CREST, internet voting and the use of the Proxymity platform are the only acceptable electronic forms of receiving proxy information.

6. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.

7. The proxy form must be signed and dated by the shareholder or their attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

8. In the case of joint holdings, any one holder may sign the proxy form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding (the first-named being the most senior).

9. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 17 and 18 overleaf) will not prevent a shareholder attending the AGM and voting in person if they wish to do so. If you have appointed a proxy and attend the meeting and vote in person, your proxy appointment will automatically be terminated.

10. As soon as practicable following the meeting, the results of the voting will be announced via the Regulatory Information Service and also placed on the Company's website.

Nominated Persons

1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

2. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2, 3 and 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Voting record date

1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by Tuesday 19 May 2026 (or, in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Total Voting Rights

1. As at 25 February 2026 (being the latest practicable business day prior to the publication of this Notice) the Company's issued share capital consisted of 674,005,752 ordinary shares, 29,048,790 of which were held as treasury shares. Therefore, the total voting rights in the Company as at 25 February 2026 are 644,956,962.

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Reckitt Annual General Meeting 2026
Notice of Annual General Meeting

Notes to the Notice of AGM continued

Appointment of proxies through CREST

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RASO) by the latest time for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

3. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

4. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy through Proxymity

1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. This platform allows for electronic registration and we are encouraging our institutional shareholders to use this option ahead of the AGM by visiting proxymity.io. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 2pm on Tuesday 19 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Corporate Representatives

1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if more than one, they do not do so in relation to the same shares.

Audit concerns

1. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to:

a) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or
b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act.

1. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Inspection of Documents

1. The following documents will be available for inspection at the Company's registered office at 103-105 Bath Road, Slough, Berkshire SL1 3UH, during normal business hours on any weekday (excluding public holidays) from the date of this Notice until the date of the AGM, and will also be available for a period of 15 minutes prior to the AGM and during the meeting:

a) copies of the current service agreements of the Executive Directors;
b) the current terms and conditions of appointment of the Non-Executive Directors;
c) the Register of Directors' Interests;
d) Deed poll of indemnity dated 28 July 2009; and
e) a copy of the Articles of Association of the Company;

1. If you wish to receive electronic copies of the documents, please contact the Company Secretariat by post to the Company Secretary, Reckitt Benckiser Group plc, 103-105 Bath Road, Slough, Berkshire SL1 3UH, or email companysecretary@reckitt.com.

Published Information

1. The Company's 2025 Annual Report and Financial Statements, and a copy of this Notice and other information required by section 311A of the Act are available from the Company's website at reckitt.com.

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Questions

1. Any shareholder attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM, but no such answer need be given if to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information, if the answer has already been given on a website in the form of an answer to a question, or if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

2. Shareholders who wish to ask a question may also submit their questions in advance of the AGM. If you have any such questions, please send them either by post to the Company Secretary, Reckitt Benckiser Group plc, 103-105 Bath Road, Slough, Berkshire SL1 3UH, or by email to companysecretary@reckitt.com to be received no later than 14 May 2026, the fifth business day preceding the date of the AGM. Please ensure that your shareholder details are included with your communication. We will endeavour to answer a representative selection of any questions received in advance of the AGM. Submitting a question in advance of the AGM does not affect your rights as a shareholder to attend, vote and speak at the AGM.

Data Protection Statement

1. Your personal data includes all data the Company holds which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise. A copy of the Company's privacy policy can be found at reckitt.com/privacy-policy.

General queries

1. Except as provided above, shareholders who have general queries about the AGM should use the following means of communication (no other methods of communication will be accepted):

a) calling our shareholder helpline on telephone number 0370 703 0118;
b) contacting our Registrar at computershare.com/uk/individuals/im-a-shareholder/contact-us; and
c) writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.

1. You may not use any electronic address provided either in this Notice or any related documents (including the Chair's Letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

Shareholders' right to give notice of a resolution

1. Shareholders meeting the threshold requirements under sections 338 and 338A of the Act have the right to require the Company: (i) to give shareholders (entitled to receive notice of the AGM) notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be proposed or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person or; (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company by 9 April 2026, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Physical participation

1. If you are attending the AGM in person, please bring your attendance card with you or a copy of the email notification of this Notice (if we communicate with you electronically). It authenticates your right to attend, speak and vote at the AGM and will speed up your admission. You may also be asked to provide proof of identity.

If you have been appointed as proxy for a shareholder, please let the admission staff know. You should bring proof of identity with you, and you will be asked to confirm the details of the shareholder you are representing.

The venue has good disabled access and anyone accompanying a shareholder in need of assistance will be admitted to the AGM. If any shareholder with a disability has any questions regarding attendance at the AGM, please contact the Company Secretariat by emailing companysecretary@reckitt.com.

If you hold shares through a broker or nominee, you can attend the meeting if you have been appointed as a proxy or corporate representative. If the Company's Registrar has not been notified of your appointment as a proxy or you do not have a letter in respect of your corporate representation, you may be denied entry to the meeting and will be unable to vote.

Car parking is available on site. For free parking you will need to provide your vehicle registration on arrival at the venue. Please note that as the venue is within the Ultra Low Emission Zone (ULEZ), you will need to pay a £12.50 charge if your vehicle does not meet the ULEZ emissions standards.

Lunch will be provided prior to the AGM from 1pm.

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Reckitt Annual General Meeting 2026

Notice of Annual General Meeting

APPENDIX 1 - DIRECTORS' BIOGRAPHIES

Sir Jeremy Darroch (63)

Chair

Nationality British

Appointment Appointed as Chair of the Board and the Nomination Committee in May 2024.

Current external appointments

• Non-Executive Director of The Walt Disney Company
• Chair of the National Oceanography Centre
• WWF Ambassador
• Senior Advisor for The MultiChoice Group
• Executive Advisor for KKR

Skills and experience

Sir Jeremy is an outstanding leader with considerable expertise in the consumer retail environment built up over a successful career at some of the UK's most high-profile companies. He has a proven track record of driving business performance and unique insight into what motivates consumers, bringing great value to the Board.

Kris Licht (49)

Chief Executive Officer

Nationality Danish

Appointment Appointed as Chief Executive Officer (CEO) on 1 October 2023.

Current external appointments

• None

Skills and experience

Kris brings over 20 years of strong leadership and transformation experience across consumer health and consumer goods, with a proven track record in delivering growth and driving sustained operating performance. Prior to Reckitt Kris held a number of senior operational and strategic leadership roles at PepsiCo.

Shannon Eisenhardt (51)

Chief Financial Officer

Nationality American

Appointment Appointed as Chief Financial Officer (CFO) on 31 March 2024.

Current external appointments

• None

Skills and experience

Shannon brings extensive experience across consumer and retail, having worked with some of the most globally recognised brands, and an impressive and highly relevant international background. Shannon is a proven strategic and operational leader with a track record of building highly successful teams and delivering strong and consistent performance.

Andrew Bonfield (63)

Senior Independent

Non-Executive Director

Nationality British

Appointment Appointed as a Non-Executive Director in July 2018 and Senior Independent Director in May 2024.

Current external appointments

• CFO of Caterpillar Inc.

Skills and experience

Andrew brings more than three decades of financial expertise to the Board. He is a strong leader with experience gained in large, complex organisations, and has a history of driving strong financial performance in the UK and globally. These skills are valuable to the Board and to his role as Chair of the Audit Committee. He is CFO of Caterpillar Inc. and was Group CFO of National Grid plc, CFO of Cadbury plc and Executive Vice President and CFO at Bristol Myers Squibb.

Committee key

Chair ☐ Audit ☐ Compliance ☐ Nomination ☐ Remuneration

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Fiona Dawson, CBE (59)

Non-Executive Director

Nationality Irish

Appointment Appointed as Non-Executive Director in June 2024.

Current external appointments

• Senior Independent Non-Executive Director of Marks and Spencer Group plc
• Non-Executive Director of LEGO A/S
• Chair designate of Kerry Group PLC

Skills and experience

Fiona was previously Global President Food, Drinks and Multisales at Mars, Inc. In May 2021, Fiona was awarded a CBE for services to women and the economy. She is President of the Chartered Management Institute, a Trustee with the Social Mobility Foundation, and was previously Chair of the Women's Business Council.

Patricia Verduin (66)

Non-Executive Director

Nationality American

Appointment Appointed as a Non-Executive Director in June 2025.

Current external appointments

• Non-Executive Director of Avient
• Non-Executive Director of FMC Corporation
• Non-Executive Director of Ingredion

Skills and experience

Pat holds a PhD in food science, an MBA and a bachelor of science degree in food science. She has extensive experience in global R&D, product safety, quality, regulatory compliance, and sustainability. She has led large teams and navigated complex global regulatory environments. Her expertise includes driving innovation, managing the social and environmental impact of products, and improving sustainability.

Stefan Oschmann (68)

Non-Executive Director

Nationality German

Appointment Appointed as Non-Executive Director in January 2025.

Current external appointments

• Non-Executive Director of Stamm
• Non-Executive Director of Springer Nature
• Chair of AiCuris Anti-Infective Cures

Skills and experience

Stefan is the former CEO and Chair of Merck & KGaA which he joined in 2011 and became CEO and Chair between 2016 and 2021. Prior to that, Stefan spent 21 years at Merck & Co. (MSD) in a number of senior Management roles. Stefan brings strong transformational experience in science, healthcare and technology.

Tamara Ingram, OBE (65)

Non-Executive Director

Nationality British

Appointment Appointed as a Non-Executive Director in February 2023.

Current external appointments

• Non-Executive Director of Marks and Spencer Group plc
• Non-Executive Director of Intertek Group plc
• Non-Executive Director of Marsh & McLennan Companies, Inc.
• Deputy Chair of Ofcom

Skills and experience

Tamara is an outstanding leader with considerable expertise in global marketing services, and has led renowned marketing campaigns for household brands around the world.

Committee key
Chair A Audit C Compliance H Nomination R Remuneration

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Appendix 1 - Directors' Biographies continued

Elane Stock (61)

Non-Executive Director

Nationality American

Appointment Appointed as a Non-Executive Director in September 2018 and as Designated NED for engagement with the Company's workforce in May 2024.

Current external appointments

• Director of Fomento Economico Mexicano SAB de CV

Skills and experience

Elane brings great sector-relevant experience and insight of consumer goods products to the Board, particularly in personal care and wellness. She also brings key knowledge of emerging markets and the changing channels of trade and consumer preferences.

Marybeth Hays (57)

Non-Executive Director

Nationality American

Appointment Appointed as a Non-Executive Director in February 2024.

Current external appointments

• Non-Executive Director of Decowraps
• Non-Executive Director of Leapfrog Brands
• Non-Executive Director of AMS Retail Solutions

Skills and experience

Marybeth has considerable expertise in merchandising, marketing and omnichannel, gained from 25 years of general management experience across global retail, healthcare and consumer goods businesses, including at Walmart.

Harry Kirsch (60)

Non-Executive Director

Nationality German/Swiss

Appointment Appointed as a Non-Executive Director in April 2026.

Current external appointments

• Chief Financial Officer of Novartis
• Non-Executive Director of the Novartis Venture Fund

Skills and experience

Harry brings 35 years of financial expertise to the Board. He is a strong leader, with experience gained in large, pharmaceutical and consumer goods organisations and has a history of driving major transformation, driving growth and enterprise value creation.

Deepak Nath (53)

Non-Executive Director

Nationality American

Appointment Appointed as a Non-Executive Director in April 2026.

Current external appointments

• CEO Smith & Nephew plc
• Director of MDIC and AdvaMed

Skills and experience

Deepak brings global leadership expertise with a track record of large-scale business transformations, most recently having led the turnaround at Smith & Nephew delivering a significant improvement in financial and operational performance. He has scaled businesses across US, UK, Europe, Asia and the Middle East and is recognised for building strong results-focused and engaged cultures, delivering a high-cadence of innovation, and augmenting organic growth through successful M&A.

Committee key

Chair ☐ Audit ☐ Compliance ☐ Nomination ☐ Remuneration

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