Reckitt Benckiser : Notice of Meeting 2021 (PDF)

NOTICE OF ANNUAL GENERAL MEETING 2021

T H I S D O C U M E N T I S I M P O R TA N T A N D R E Q U I R E S YO U R I M M E D I AT E AT T E N T I O N

If you are in any doubt as to any aspect of the proposals referred to in this document or as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent advisor authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in Reckitt Benckiser Group plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2 0 2 1

CH A I R M A N ' S LE T TER

Dear Shareholder

The fourteenth Annual General Meeting (the AGM) of the company will be held at the company's registered office at 103-105 Bath Road, Slough, Berkshire, SL1 3UH on Friday, 28 May 2021 commencing at 3.00pm. The formal notice of AGM (the Notice) is set out on pages 3 to 4 of this document, and an explanation of the business to be considered and voted on at the AGM is set out on pages 5 to 7.

The AGM is an important event in the company's corporate calendar and provides the Board with an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions required for the conduct of the business and company affairs. Our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, at present, the UK Government's current guidance includes restrictions on public gatherings. We are therefore proposing to hold the AGM with the minimum attendance required to form a quorum.

Shareholders will not be permitted to attend the AGM in person but can be represented by the Chair of the meeting acting as their proxy. The health and safety of our shareholders, Directors, employees, and stakeholders is of the greatest importance to us, and these steps will help protect us all.

It is our current intention to webcast the AGM so that shareholders will be able to follow the meeting remotely. This can be done by accessing the meeting via https://web.lumiagm.com. To ensure the Board is able to maintain engagement with shareholders, those who are entitled to attend and speak at the AGM will also be able to ask questions during the meeting via the online facility. Details on how to access the webcast will be available at www.reckitt.com/investors/ annual-general-meetings. Shareholders may also submit written questions in advance of the AGM if they wish. We will endeavour to answer a representative selection of any questions received in advance at the AGM.

We will continue to monitor the evolving impact of the COVID-19 pandemic including the latest government guidance, and how this may affect the arrangements for the AGM. Consequently, AGM arrangements may be subject to change, possibly at short notice. If it becomes necessary or appropriate to revise the current arrangements for the AGM, shareholders will be notified of these changes and further information will be made available on our website at www.reckitt.com/ investors/annual-general-meetings.

For more information on proxy voting, attending and asking questions at the AGM, please refer to pages 8, 9 and 10, respectively, of the Notice.

Amendment to company articles (general changes and hybrid general meetings)

At the AGM, we will be asking shareholders for approval to amend the company's Articles of Association to, amongst other things, allow (but not require) the company to hold "hybrid" general meetings which shareholders can choose to attend and participate in person or via electronic means. These new provisions are in line with best practice, consistent with recent changes proposed by other large listed companies, and do not permit the holding of "virtual only" general meetings. As set out in more detail in the explanatory note, other changes include granting the company greater control and flexibility in relation to postponing general meetings and the treatment of untraced shareholders. The amended articles are available for inspection as set out on page 9 of the Notice.

The Board

At last year's AGM, Warren Tucker retired from the Board after ten years of service on the Board and Audit Committee. I would like to extend our gratitude to Warren for his excellent service and wish him well in his future endeavours.

Throughout the year, the skills and experience of the Board have been reviewed and refreshed through the appointment of two highly skilled Non-Executive Directors: Margherita Della Valle and Olivier

Bohuon. On 1 July 2020, we were pleased to announce that Margherita Della Valle had joined the Board as a Non-Executive Director and member of the Audit Committee. Margherita brings valuable insight, relevant financial and sectoral expertise and rigour to the Board and to the Audit Committee. I am pleased to welcome Margherita to the Board.

In December 2020, we announced that Olivier Bohuon would join Reckitt as a Non-Executive Director and member of the Remuneration Committee in January 2021. He is a successful leader, with many years of experience as CEO of a large global company. Olivier has deep experience in healthcare products and markets and brings great insight to the Board. I would like to welcome Olivier to the Board.

In accordance with the UK Corporate Governance Code 2018 (the Code), all Directors will stand for election or re-election at the AGM. Accordingly, as part of the ordinary business of meeting, Resolutions 4 to 15 inclusive are to elect and re-elect Directors. Biographical details of the Directors together with the importance of their contribution to the long-term success of the company and the reasons for their election or re-election are included on pages 11 to 16 this Notice.

E-Communications

We continue to encourage all shareholders to receive electronic copies of the Annual Report and Financial Statements as part of our commitment to reduce our environmental footprint. If you have not already opted to receive an electronic copy of the Annual Report and Financial Statements, please visit www.investorcentre.co.uk/ecomms.

Recommendation

My fellow Directors and I believe that all the proposals to be considered at the AGM are in the best interests of the company and its shareholders as a whole and are most likely to promote the long-term success of the company. We therefore recommend that you vote in favour of all the proposed resolutions set out on pages 3 to 4 as we intend to do in respect of our own holdings, representing 0.01% of the voting capital of Reckitt Benckiser Group plc.

Shareholders can vote ahead of the AGM by registering a proxy appointment. We are strongly encouraging shareholders to do so online by visiting www.investorcentre.co.uk/eproxy. Alternatively, shareholders can complete the enclosed proxy form, in accordance with the instructions printed thereon and return it to our Registrars. Institutional shareholders can now register their proxy appointment via the Proxymity platform. This platform allows for electronic registration and we are encouraging our institutional shareholders to use this option ahead of the AGM by visiting www.proxymity.io. Proxy appointments, by whichever method you choose, must be received so as to arrive no later than 3.00pm on 26 May 2021.

The recommendation of the Board is that shareholders utilise the option to vote by proxy in advance of the AGM without attending in person. Shareholders are recommended to appoint the Chair of meeting to be their proxy to ensure that their vote is counted even if attendance to the meeting is restricted. The voting results will be announced as soon as practicable via the Regulatory Information Service and published on the company's website.

Please stay safe during this time and we look forward to receiving your vote.

Yours sincerely

Chris Sinclair

Chairman

8 April 2021

Registered office:

103-105 Bath Road, Slough, Berkshire, SL1 3UH

Registered in England and Wales, No. 6270876

02	Reckitt Annual General Meeting 2021

N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2 0 2 1

N OTI CE O F A N N UA L G EN ER A L M EE TI N G

Notice is hereby given that the fourteenth Annual General Meeting (the AGM) of Reckitt Benckiser Group plc (the 'company') will be held at the company's registered office at 103-105 Bath Road, Slough, Berkshire, SL1 3UH on Friday, 28 May 2021 at 3.00pm in order to transact the following business:

To consider and, if thought fit, pass the resolutions set out below. Resolutions 20 to 24 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

Annual Report and Financial Statements

1 To receive and adopt the company's Annual Report and Financial Statements for the year ended 31 December 2020.

Directors' Remuneration Report

2 To approve the Directors' Remuneration Report for the year ended 31 December 2020.

Final Dividend

3 To declare the final dividend recommended by the Directors of 101.6 pence per ordinary share for the year ended 31 December 2020 payable on 14 June 2021 to all shareholders on the register at the close of business on 7 May 2021.

Re-election and Election of Directors

1. To re-elect Andrew Bonfield as a Director.
2. To re-elect Jeff Carr as a Director.
3. To re-elect Nicandro Durante as a Director.
4. To re-elect Mary Harris as a Director.
5. To re-elect Mehmood Khan as a Director.
6. To re-elect Pam Kirby as a Director.
7. To re-elect Sara Mathew as a Director.
8. To re-elect Laxman Narasimhan as a Director.
9. To re-elect Chris Sinclair as a Director.
10. To re-elect Elane Stock as a Director.
11. To elect Olivier Bohuon as a Director.
12. To elect Margherita Della Valle as a Director.

External Auditor's Reappointment and Remuneration

1. To reappoint KPMG LLP as the External Auditor of the company, to hold office until the conclusion of the next general meeting at which accounts are laid before the company.
2. To authorise the Audit Committee to determine the remuneration of the External Auditor of the company.

Political Donations

18 To authorise the company and any UK registered company which is or becomes a subsidiary of the company during the period to which this resolution relates in accordance with section 366 and section

367 of the Companies Act 2006 (the Act) to:

1. make political donations to political parties and/or independent election candidates up to a total aggregate amount of £100,000;

1. make political donations to political organisations other than political parties up to a total aggregate amount of £100,000; and
2. incur political expenditure up to a total aggregate amount of £100,000,

during the period from the date of this resolution until the conclusion of next year's AGM (or, if earlier, until the close of business on 30 June 2022), 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

19 To authorise the Directors generally and unconditionally in accordance with section 551 of 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:

1. up to a nominal amount of £23,768,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum);
2. comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £47,536,000 (such amount to be reduced by any allotments or grants made under paragraph
   (a) above) in connection with an offer by way of a rights issue:

1. to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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 it 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 authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2022), but, in each case, so that the company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended;

1. that, subject to paragraph (d), all existing authorities given to the Directors pursuant to section 551 of the Act be revoked by this resolution; and
2. that paragraph (c) shall be without prejudice to the continuing authority of the Directors to allot shares and to grant rights to subscribe for or convert any security into shares (or relevant securities), 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.

Reckitt Annual General Meeting 2021

03

N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2 0 2 1

N OTI CE O F A N N UA L G EN ER A L M EE TI N G C O N T I N U E D

Special resolutions

Disapplication of Pre-Emption Rights

20 To authorise the Directors, subject to the passing of Resolution 19, such authority to apply until the conclusion of the next Annual General Meeting of the company after the date on which this resolution is passed or, if earlier, 30 June 2022, to allot equity securities (as defined in the Act) for cash under the authority given by that resolution 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 limited:

1. to allotments for rights issues and other pre-emptive issues; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £3,565,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the company as at 15 March 2021, being the latest practicable date prior to the publication of this Notice,

such authority to expire at the end of the next Annual General Meeting of the company, or, if earlier, at the close of business on

30 June 2022, but in each case, prior to the expiry the company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

21 To authorise the Directors, subject to the passing of Resolution 19 and in addition to any authority granted under Resolution 20 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution 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:

1. limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £3,565,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the company as at 15 March 2021, being the latest practicable date prior to the publication of this Notice; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next Annual General Meeting of the company or, if earlier, on 30 June 2022, but in each case, prior to its expiry the company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of Own Shares

22 To generally and unconditionally authorise the company 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:

1. the maximum number of ordinary shares which may be purchased is 71,300,000 ordinary shares, representing less than 10% of the company's issued ordinary share capital (excluding treasury shares) as at 15 March 2021;
2. the maximum price at which ordinary shares may be purchased is an amount equal to the higher of (i) 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and (ii) the higher of the price of the last independent trade and the highest current bid; and the minimum price is 10 pence per ordinary share, in both cases exclusive of expenses;
3. the authority to purchase conferred by this resolution shall expire on the earlier of 30 June 2022 or on the date of the AGM of the company in 2022 save that the company may, before such expiry, 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; and
4. all ordinary shares purchased pursuant to the said authority shall be either:
5. 1. cancelled immediately upon completion of the purchase; or
   2. held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

Amendment of Articles

23 To amend the company's Articles of Association with effect from the conclusion of the AGM, in the manner as set out in Appendix 2 of this Notice and produced to the meeting and, for the purposes of identification, initialled by the Chairman, and that these Articles of Association be adopted as the Articles of Association of the company in substitution for, and to the exclusion of, the company's existing Articles of Association.

Notice of General Meetings Other Than AGMs

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

Voting on all resolutions will be by way of a poll.

By Order of the Board

Rupert Bondy

Company Secretary

8 April 2021

Registered Office:

103-105 Bath Road, Slough,

Berkshire, SL1 3UH

Registered in England and Wales, No. 6270876

0 4	Reckitt Annual General Meeting 2021

N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2 0 2 1

E X PL A N ATO RY N OTE S

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 24 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 - to receive and adopt the Annual Report and Financial Statements

This is a standard resolution, common to all Annual General Meetings, whereby shareholders are asked to receive and adopt the report of the Directors, the report of the External Auditor, and the Financial Statements for the year ended 31 December 2020.

Resolutions 2 - to approve the Directors' Remuneration Report Under UK legislation, listed companies are required to put forward their Directors' Remuneration Report to shareholders. The Directors' Remuneration Report can be found on pages 134 to 157 of the 2020 Annual Report and sets out details of the Directors' remuneration during 2020. The 2020 single total figure of remuneration published in the Annual Report for the Chief Executive Officer is an estimate, as certain information was not available at the time the report was finalised. Following the actual payments being known, the company provided an update to the total figure of remuneration in a news article published on 8 April 2021 which can be viewed at www.reckitt.com/investors/ investor-news.

The vote on this resolution is advisory in nature and therefore not binding on the company.

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 Directors' Remuneration Policy was last approved at the AGM in May 2019 and is set out on pages 98 to 106 of the 2018 Annual Report. No changes are proposed to the Remuneration Policy at this year's AGM.

Resolution 3 - to approve the final dividend

Resolution 3 seeks shareholders' approval of the final dividend of 101.6 pence per ordinary share recommended by the Directors for the year ended 31 December 2020. An interim dividend of 73 pence per ordinary share was paid on 29 September 2020, bringing the total dividend for 2020 to 174.6 pence per ordinary share.

Resolutions 4 to 15 inclusive - election or re-election of Directors These are standard resolutions. In accordance with the Code, all existing Directors who have served since the company's 2020 AGM, will stand for election or re-electionas a Director of the company.

The Nomination Committee plays an important role in ensuring that the composition of the Board is appropriate for the company to achieve its strategic goals. The skills, experience and knowledge held by the Directors continues to be the focus in reviewing the Board and its diversity. Having evaluated individual performance and reviewed external commitments, the Chairman and the Board are satisfied that the Directors standing for election or re-election continue to provide outside knowledge and experience that will serve to benefit the Board and the company as a whole.

The Board is committed to ensuring that the Non-Executive Directors exercise independent judgement and are free from any material interference that may impede their ability to offer an independent perspective. The Nomination Committee reviewed the independence of the Directors that stand for election or re-election and believe that, notwithstanding their external commitments, they can sufficiently fulfil their duties to Reckitt.

Biographical details of those Directors seeking election or re-election including an explanation of the importance 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 11 to 16.

Resolution 16 - to reappoint KPMG LLP ("KPMG") as the company's External Auditor

The External Auditor of the company is subject to reappointment at each Annual General Meeting where the accounts are presented.

The Audit Committee is responsible for recommending an external auditor for appointment to the Board. Resolution 16 proposes the reappointment of KPMG as the company's External Auditor 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 again.

Resolution 17 - to authorise the Audit Committee to agree the External Auditor's remuneration

Resolution 17 is a standard resolution which proposes to authorise the Audit Committee to negotiate and agree the remuneration of the company's External Auditor.

In accordance with the Statutory Audit Services Order 2014, issued by the UK Competition and Markets Authority, the Board delegates the authority to determine the External Auditor's remuneration to the Audit Committee.

Resolution 18 - to renew authority for political expenditure 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 include, for example, bodies concerned with policy review and law reform, with the representation of the business community or sections of it or with the representation of other UK special interest groups 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.

No political donations or expenditure of the type requiring disclosure under the Act were made in the year ended 31 December 2020 nor are any contemplated but (on a precautionary basis) the Directors believe it is appropriate to request this authority.

Resolution 19 - to authorise the Directors 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

1. 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 £23,768,000. This amount represents 237,680,000 ordinary shares of 10 pence each and approximately one-third of the nominal amount of the issued share capital, excluding treasury shares, as at 15 March 2021, being the latest practicable date prior to publication of this Notice.
   In accordance with the Investment Association Share Capital Management Guidelines issued in July 2016 (the Guidelines), paragraph
2. 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 rights issue in favour of shareholders up to an aggregate nominal amount equal to £47,536,000 (representing 475,360,000 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 15 March 2021, being the latest practicable date prior to publication of this Notice.

Reckitt Annual General Meeting 2021

0 5