Rentokil Initial : 2023 Notice of Meeting

Richard Solomons

Chairman

Dear Shareholder

I have pleasure in enclosing the Notice of the Annual General Meeting (AGM) of Rentokil Initial plc (the Company) which will be held at, and broadcast from, the Company's offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 10 May 2023 at 3:00pm. The formal Notice of the AGM is set out on pages 3 to 5 of this document and an explanation of the business to be considered and voted on at the AGM is set out on pages 6 to 8.

2023 AGM arrangements

We will once again be holding a hybrid meeting, with a facility for shareholders to attend, ask questions and vote electronically on the proposed resolutions at the AGM. The AGM is an important event in the Company's corporate calendar, providing an opportunity for the Board to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company. We would recommend joining securely via the live webcast which removes the requirement to travel and provides an efficient and effective means for shareholders to engage in all elements of the meeting.

I would also encourage shareholders to submit any questions they would like to have answered at the AGM by emailing me at chairman@ rentokil-initial.com in advance, to be received no later than 3:00pm on Friday 5 May 2023. You can also submit questions immediately before and during the meeting by accessing the AGM website at web. lumiagm.com/129367120. Full details of how to join the meeting virtually are set out in Appendix 4 on page 18 of this document.

Where it is not possible to answer any of the questions submitted prior to and during the AGM - for example, due to time constraints - we will endeavour, where appropriate, to answer them both directly to the shareholder by post and by publishing questions and responses on the Company's website at rentokil-initial.com/agm as soon as practicable following the AGM.

Formal business and Board recommendation

The formal notice of the AGM is set out on pages 3 to 5, with full details of the resolutions to be proposed at the AGM contained in the explanatory notes on pages 6 to 8 of this document. This year we are seeking your approval for two share plans: a Restricted Share Plan for using below Executive Director level in North America which will allow recipients to receive their awards in our newly listed American Depositary Shares; and a Deferred Bonus Plan. The Deferred Bonus Plan has been operating for our Executive Directors for several years using shares purchased from the market but approval is now being sought to add the flexibility to satisfy awards granted under it with newly issued or treasury shares.

In addition, we are seeking approval for some minor amendments to our Articles of Association (the Articles). This is primarily to align the Articles with the increased borrowing limit which was approved by shareholders at the general meeting in October 2022 in relation to

the acquisition of Terminix Global Holdings, Inc. Other changes are intended to reflect developments in market practice since the Articles were last reviewed in 2018.

Since the last AGM David Frear and Sally Johnson have been appointed to the Board as Directors of the Company and will, therefore, be standing for election in accordance with the Company's Articles and the UK Corporate Governance Code (the Code). In accordance with the Code and our usual practice, all other Directors will stand for re-election at the AGM this year with the exception of Julie Southern who will step down following the completion of the AGM having served on the Board for a period of almost nine years.

All other resolutions are those that are dealt with as a matter of course at each AGM of the Company. The Board believes that all of the resolutions to be put to the meeting are in the best interests of the Company's members as a whole and will promote the success of the Company for their and its other stakeholders' benefit. The Board unanimously recommends that you vote in favour of the resolutions to be put to the meeting, as members of the Board intend to do in respect of their own beneficial shareholdings. All resolutions will be put to a poll and the voting results will be published via a Regulatory Information Service announcement and on the Company's website as soon as possible following the AGM.

Voting

Your vote, as always, is important to us and we encourage you to consider ensuring that your vote is counted by submission of the proxy form online or by post. We would also advise you to appoint me, the Chair of the meeting, as your proxy to ensure that your vote is counted if for some reason you are not able to attend on the day. Please complete and submit your form of proxy online or complete the paper proxy that accompanies this Notice and return it to the Company's Registrar, Equiniti. All proxy forms must be received by no later than 3:00pm on Friday 5 May 2023. Information about how to electronically appoint a proxy is given in note 4 on page 9 of this document. Voting by proxy ahead of the meeting will not prevent you from attending and voting either in person or electronically.

Shareholders and their duly appointed representatives and/or proxies are invited to participate remotely via a live webcast which you can access by logging on to web.lumiagm.com/129367120. Online joining instructions can be found on page 18 in respect of the electronic elements of the AGM, including instructions on how to submit your votes on the day along with the relevant contact details if you encounter any issues.

Thank you, on behalf of the Board, for your continued support of Rentokil Initial. If you have any questions please do not hesitate to contact me by email at chairman@rentokil-initial.com.

Yours faithfully

Richard Solomons

Chairman

4 April 2023

Rentokil Initial plc

Compass House

Manor Royal

Crawley

West Sussex RH10 9PY

Tel: +44 (0)1293 858000

Registered office: as above

Registered in England and Wales; Company No. 5393279

rentokil-initial.com

Notice is hereby given that the AGM of Rentokil Initial plc (the Company) will be held at, and broadcast from, the Company's offices at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY on Wednesday 10 May 2023 at 3:00pm for the purposes listed below. Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 23 will be proposed as special resolutions.

Report and Financial Statements

1. To receive the audited Financial Statements of the Company for the year ended 31 December 2022, the Strategic Report and the reports of the Directors and auditor thereon.

Remuneration Report

2. To approve the Directors' Remuneration Report (including the Remuneration Committee Chair's statement but excluding that part containing the Directors' Remuneration Policy) as set out in the Annual Report and Financial Statements of the Company for the year ended 31 December 2022.

Share Plan Rules

1. 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:
2. 1. do all such acts and things necessary to establish, implement and give effect to the RSP; and
   2. 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.
3. 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:
4. 1. do all such acts and things necessary to implement and give effect to the DBP; and
   2. 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.

Dividend

5 To declare a final dividend of 5.15p per ordinary share for the year ended 31 December 2022 as recommended by the Directors. The final dividend will be paid on 17 May 2023 to all shareholders who are in the register of members on 11 April 2023.

Directors

1. To elect David Frear, with effect from the end of the meeting, as a Director in accordance with the Company's Articles of Association.
2. To elect Sally Johnson, with effect from the end of the meeting, as a Director in accordance with the Company's Articles of Association.
3. To re-elect Stuart Ingall-Tombs, with effect from the end of the meeting, as a Director of the Company.

1. To re-elect Sarosh Mistry, with effect from the end of the meeting, as a Director of the Company.
2. To re-elect John Pettigrew, with effect from the end of the meeting, as a Director of the Company.
3. To re-elect Andy Ransom, with effect from the end of the meeting, as a Director of the Company.
4. To re-elect Richard Solomons, with effect from the end of the meeting, as a Director of the Company.
5. To re-elect Cathy Turner, with effect from the end of the meeting, as a Director of the Company.
6. To re-elect Linda Yueh, with effect from the end of the meeting, as a Director of the Company.

Auditor

1. To re-appoint PricewaterhouseCoopers LLP as the Company's auditor to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the Company.
2. To authorise the Directors to agree the auditor's remuneration.

Directors' authority to make political donations

17. 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:

1. make donations to political parties and independent election candidates;
2. make donations to political organisations other than political parties; and
3. 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.

Directors' authority to allot shares

18. That

1. 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:
2. 1. up to an aggregate nominal amount of £8,400,000; and
   2. 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:
   3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      2. 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;

1. 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
2. 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.

Disapplication of pre-emption rights

19. 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:

1. shall be limited to:
2. 1. the allotment of equity securities in connection with an offer of equity securities:
   2. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
      2. 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

1. 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
2. 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

1. 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.

20. 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:

1. in the case of the authority given under resolution 18(a)(i), shall be limited to:
2. 1. 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
   2. 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
3. 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.