Rentokil Initial PLC

AGM Information • May 11, 2023

---

author: Elle Solomi
date: 2023-05-10 15:58:00+00:00

---

Rentokil Initial plc

(Registered in England & Wales No. 5393279)

At the Annual General Meeting of Rentokil Initial plc duly convened and held at, and broadcast from, the Company’s offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 10 May 2023, the following resolutions concerning special business were duly passed.  Resolutions 3, 4, 17 and 18 were each passed as ordinary resolutions and Resolutions 19 to 23 were each passed as special resolutions.

ORDINARY RESOLUTIONS

Resolution 3 – Share Plan Rules

That the rules of the Rentokil Initial plc Restricted Share Plan (the RSP), initialed by the Chair of the meeting for the purposes of identification and a summary of the main provisions of which is set out in Appendix 2 to the Notice of Meeting dated 4 April 2023, be approved and the Directors be authorised to:

(a) do all such acts and things necessary to establish, implement and give effect to the RSP; and

(b) establish schedules to, or further incentive plans based on, the RSP but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided that any shares in the Company made available under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the RSP.

Resolution 4 – Share Plan Rules

That the rules of the Rentokil Initial plc Deferred Bonus Plan (the DBP), initialed by the Chair of the meeting for the purposes of identification and a summary of the main provisions of which is set out in Appendix 3 to the Notice of Meeting dated 4 April 2023, be approved and the Directors be authorised to:

(a) do all such acts and things necessary to implement and give effect to the DBP; and

(b) establish schedules to, or further incentive plans based on, the DBP but modified to take account of local tax, exchange control or securities laws in other jurisdictions, provided that any shares in the Company made available under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the DBP.

Resolution 17 - Directors’ authority to make political donations

That, in accordance with s.366 of the Companies Act 2006, the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be and is hereby generally authorised to:

(a) make donations to political parties and independent election candidates;

(b) make donations to political organisations other than political parties; and

(c) incur political expenditure, during the period commencing on the date of this resolution and ending at the close of the AGM of the Company to be held in 2024, provided that in each case any such donations and expenditure made by the Company or by any such subsidiary shall not exceed £50,000 per company and together with those made by any such subsidiary and the Company shall not in aggregate exceed £100,000.

Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this resolution.

Resolution 18 - Directors’ authority to allot shares

That

(a) pursuant to Article 9 of the Company’s Articles of Association, the Directors be generally and unconditionally authorised to allot relevant securities (as defined in s.551 of the Companies Act 2006) and to grant rights to subscribe for or to convert any security into shares in the Company:

(i) up to an aggregate nominal amount of £8,400,000; and

(ii) comprising equity securities (as defined in s.560(1) of the Companies Act 2006) up to an aggregate nominal amount of £16,800,000 (including within such limit any shares issued or rights granted under (a)(i) above) in connection with an offer:

(A) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(B) to holders of other equity securities if this is required by the rights of those securities or, as the Directors otherwise consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which it considers 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 authorities shall apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of the AGM of the Company to be held in 2024 (or, if earlier, at the close of business of 10 August 2024) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the Directors may allot relevant securities under any such offer or agreement as if the authority had not ended;

(b) subject to paragraph (c), all existing authorities given to the Directors pursuant to s.551 of the Companies Act 2006 be revoked by this resolution; and

(c) paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

SPECIAL RESOLUTIONS

Resolution 19 - Disapplication of pre-emption rights

That, if resolution 18 is passed and in place of the power given to them pursuant to the special resolution of the Company passed on 11 May 2022, the Directors be generally authorised pursuant to s.570 and s.573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 18 as if s.561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority:

(a) shall be limited to:

(i) the allotment of equity securities in connection with an offer of equity securities:

(A) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

(B) to people who are holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they 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 arising in connection with such offer; and

(ii) in the case of the authority given under resolution 18(a)(i), the allotment of equity securities (otherwise than pursuant to paragraph 19(a)(i) and paragraph 19(a)(iii)) up to an aggregate nominal amount of £2,520,000 and

(iii) when any allotment of equity securities is or has been made pursuant to paragraph 19(a)(ii) (a paragraph 19(a)(ii) allotment), the allotment of additional equity securities (also pursuant to the authority given under resolution 18(a)(i)) up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph 19(a)(ii) allotment, provided that any allotment pursuant to this paragraph 19(a)(iii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

(b) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company (or, if earlier, at the close of business on 10 August 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of s.560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words ‘pursuant to the authority given by resolution 18’ were omitted.

Resolution 20 - Disapplication of pre-emption rights for acquisitions and specified capital investments

That, if resolutions 18 and 19 are passed and in addition to any power given to them pursuant to resolution 19, the Directors be generally authorised pursuant to s.570 and s.573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 18 in the notice of the meeting, as if s.561(1) of the Companies Act 2006 did not apply to such allotment or sale, such authority:

(a) in the case of the authority given under resolution 18(a)(i), shall be limited to:

(i) the allotment of equity securities (otherwise than pursuant to paragraph 20(a)(ii)) up to an aggregate nominal amount of £2,520,000, provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of 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; and

(ii) when any allotment of equity securities is or has been made pursuant to paragraph 20(a)(i) (a paragraph 20(a)(i) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph 20(a)(i) allotment, provided that any allotment pursuant to this paragraph 20(a)(ii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

(b) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company (or, if earlier, at the close of business on 10 August 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of s.560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words ‘pursuant to the authority given by resolution 18’ were omitted.

Resolution 21 - Directors’ authority to make market purchases of own shares

That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s.693(4) of the Companies Act 2006) of its ordinary shares of 1p each in the capital of the Company, subject to the following conditions:

(a) the maximum number of ordinary shares authorised to be purchased under this authority is 252,000,000;

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 1p (being the nominal value of an ordinary share);

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS);

(d) this authority shall expire at the end of the next AGM of the Company (or, if earlier, at the close of business of 10 August 2024); and

(e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

Resolution 22 - Notice period for general meetings, other than annual general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Resolution 23 – Articles of Association

That the Articles of Association of the Company produced to the meeting, and initialled by the Chairman of the meeting for the purpose of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.