Rentokil Initial : Proposed Rentokil Initial plc Deferred Bonus Plan Rules

RULES

OF

RENTOKIL INITIAL PLC DEFERRED BONUS PLAN

Rentokil Initial plc - Deferred Bonus Plan

1. Meaning of words used

1.1 In these rules:

"Acquiring Company" means a person who obtains Control of the Company;

"ADS" means an American depository share representing 5 Shares, which is listed on the New York Stock Exchange;

"Award" means a Conditional Award or an Option or, where relevant, a Phantom Award;

"Award Certificate" means a certificate issued to a Participant pursuant to rule 2.10 (Issue of Award Certificate);

"Board" means the board of directors of the Company or a duly authorised committee of it;

"Bonus" means a discretionary bonus payable to an Employee by a Member of the Group under a Bonus Plan for a particular Financial Year;

"Bonus Plan" means any discretionary cash bonus arrangement or plan operated by a Member of the Group from time to time;

"Business Day" means a day on which the London Stock Exchange (or, if the Committee decides, any other stock exchange on which the Shares are traded) is open for the transaction of business, or if relating to ADSs only it may mean a day on which the New York Stock Exchange (or, if the Committee decides, any other stock exchange on which the ADSs are traded) is open for the transaction of business;

"Committee" means the Remuneration Committee of the Board or such other committee comprising a majority of non-executive directors of the Company to which the Board delegates responsibility for overseeing the operation of the Plan;

"Company" means Rentokil Initial plc with registered number 5393279;

"Conditional Award" means a conditional right to acquire Shares or ADSs granted under the Plan;

"Control" means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association or other document, that the affairs of a body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any applicable restriction or restrictions on dealings or transactions in securities imposed by:

1. any rules, statutory requirements, orders, legal or regulatory code, provision or rule or other requirement or guidance; and/or
2. any code adopted or established by the Company in addition or replacement to (i) above,

in each case in force, and as amended or replaced, from time to time;

"Dividend Equivalents" means an amount equal to the dividend per Share (other than special dividends) for the record date(s) which fall between the Grant Date and the date the Award Vests or is exercised, as applicable, multiplied by the number of Shares (or Shares underlying ADSs) in respect of which the Award has Vested or is exercised (as appropriate);

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"Employee" means any employee or executive director of any Member of the Group;

"Exercise Period" means the period during which an Option may be exercised, commencing on Vesting, and ending on the 10th anniversary of the Grant Date or such earlier date determined by the Committee and specified in the relevant Award Certificate or otherwise determined in accordance with this Plan;

"Financial Year" means a financial year of the Company;

"Grant Date" means the date on which an Award is granted;

"ITEPA" means the UK Income Tax (Earnings and Pensions) Act 2003;

"London Stock Exchange" means London Stock Exchange plc or its successor;

"Malus and Clawback Policy" means the Rentokil Initial plc Malus and Clawback Policy (as amended from time to time) and "Malus" and "Clawback" will be understood accordingly;

"Market Value" means, on any date:

1. when Shares are listed on the London Stock Exchange and ADSs are listed on the New York Stock Exchange (or, if the Committee decides, any other stock exchange on which the Shares or ADSs are traded):
2. 1. the mid-market closing price of a Share on the London Stock Exchange or an ADS on the New York Stock Exchange (as appropriate) for the preceding Business Day; or
   2. if the Committee so determines, the average of the mid-market closing prices of a Share on the London Stock Exchange or an ADS on the New York Stock Exchange (as appropriate) for such number of preceding Business Days as the Committee determines; or

1. whether the Shares or ADSs are listed or not, the market value of a Share or ADS as determined by the Committee;

"Member of the Group" means the Company and its Subsidiaries from time to time, and "Group" will be construed accordingly;

"New Award" means an award which satisfies the requirements of rule 11.2 (Requirements for a New Award);

"New York Stock Exchange" includes any successor to the New York Stock Exchange;

"Option" means a right granted as an option to acquire Shares or ADSs granted under, and exercisable in accordance with, the Plan;

"Participant" means a person holding or who has held an Award or, where applicable, that person's personal representatives;

"Phantom Award" means a conditional right granted under the Plan to receive a cash sum in the future that is linked to the Market Value of a number of notional Shares or ADSs;

"Plan" means the plan constituted by these rules and known as the Rentokil Initial plc Deferred Bonus Plan, as changed or amended from time to time;

"Policy" means the Company's Directors' Remuneration Policy as approved by shareholders at that time;

"Share" means a fully paid ordinary share in the capital of the Company;

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"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the UK Companies Act 2006;

"Taxation" means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with participation in the Plan;

"Tax Election" means an election for a particular tax and/or social security treatment in respect of an Award or the Shares or ADSs acquired pursuant to it (which may include a joint election under Chapter 2 of Part 7 of ITEPA or an equivalent in any jurisdiction);

"UK" means the United Kingdom;

"Vesting" means:

1. in relation to a Conditional Award, a Participant becoming entitled to have the Shares or ADSs underlying the Award delivered to the Participant;
2. in relation to a Phantom Award, a Participant becoming entitled to be paid a cash sum with a value equal to the Market Value of the notional Shares or ADSs subject to the Award; and
3. in relation to an Option, a Participant becoming entitled to exercise that Option,

and "Vest" and "Vested" will be construed accordingly; and

"Vesting Date" means the date specified in the Award Certificate as being the date that the Award is expected to Vest, which will normally be three years after the relevant Grant Date.

1.2 Interpretation

In this Plan, the singular includes the plural and vice versa. References to any enactment or statutory requirement will be construed as references to that enactment or requirement as from time to time amended, modified or re-enacted and include any subordinate legislation made under it.

2. Granting Awards

1. Voluntary deferral of Bonus
   The Committee will decide whether, and to what extent, any Bonus may be voluntarily deferred through the grant of an Award in respect of any Financial Year.
2. Mandatory deferral of Bonus
   The extent to which a Bonus will be mandatorily deferred (if at all) will be:
3. 1. to the extent an Employee is required by the Policy to defer that Bonus, in accordance with the terms of that Policy; and
   2. in all other cases, as determined by the Committee and communicated to the relevant Employee.
4. Eligibility
   To be eligible to be granted an Award, an individual must be an Employee at the Grant Date, and all or part of the Employee's Bonus is to be deferred through the grant of an Award.

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