Rentokil Initial : Proposed Rentokil Initial plc Restricted Share Plan Rules

RULES

OF THE

RENTOKIL INITIAL PLC RESTRICTED SHARE PLAN

Rentokil Initial plc - Restricted Share Plan

(i)

Rentokil Initial plc Restricted Share Plan

1. Meaning of words used

1.1 General

In these rules:

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

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

"Award Date" means the date specified under rule 2.4 (Terms of Awards);

"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 of directors of the Company or another committee duly authorised by it. For the purposes of rules 12 (Takeovers and restructurings) and 13 (Exchange of Awards), it means those persons who were members of the Committee immediately before the relevant event;

"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 internal or external restrictions on dealings or transactions in securities;

"Dividend Equivalent" means a right to receive an additional amount, as set out in rule 6.3 (Dividend Equivalents);

"Employee" means any employee of any Member of the Group (excluding any executive director of the Company) and, for the purposes of rule 16 (Terms of employment), it includes a former employee;

"Exercise Period" means the period during which an Option may be exercised, starting when the Option Vests and ending on the 10th anniversary of the Award Date unless the Committee decides that a shorter period will apply under rule 2.4 (Terms of Awards);

"Expected Maturity Date" means the date that falls on the third anniversary of the Award Date or such other date that the Committee decides under rule 2.4 (Terms of Award) and, where a Holding Period applies, it is the date that the Holding Period is intended to start;

"Good Leaver Reason" means:

1. death;
2. ill-health,injury or disability (evidenced to the satisfaction of the Committee);

1. retirement by agreement with the Participant's employing company;
2. redundancy within the meaning of the Employment Rights Act 1996 (or an equivalent in any jurisdiction);
3. the Participant's employing company ceasing to be a Member of the Group;
4. the business or part of the business that employs the Participant being transferred outside of the Group; or
5. any other reason, at the discretion of the Committee;

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and, for the purposes of rule 10 (Leaving), it includes associated companies in which the Company holds either directly or indirectly an interest in at least 20 percent of the issued share capital, or a company nominated as an associated company for this purpose by the Committee, and "Member of the Group" will be understood accordingly;

"Holding Period" will be as described in rule 9 (Holding Period);

"Leaves" means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and "Leaving" will be understood accordingly;

"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" on any day means:

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 price shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares or ADSs (as appropriate) on that day (or if two closing prices are shown, the lower price plus one-half of the difference between those two figures); or
   2. if the Committee decides, the average of the price determined under (a) above over such number of consecutive Business Days as the Committee decides, ending on the previous Business Day;

1. otherwise, the market value of a Share or ADS as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992; or
2. in either case, such value as the Committee may decide;

"Maturity" has the meaning given in rule 4.1 (Timing of Maturity and Vesting);

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

"Option" means a right in the form of a nil-cost option to acquire Shares or ADSs granted under, and exercisable in accordance with, the Plan;

"Other Conditions" means any conditions imposed under rule 2.4.7;

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

"Performance Conditions" means any performance conditions imposed under rule 2.4.6;

"Performance Period" means the period in respect of which any Performance Conditions are to be satisfied;

"Phantom Award" means a conditional right granted under the Plan to receive a cash sum linked to the value of a number of notional Shares or ADSs;

"Plan" means the plan constituted by these rules and its schedules known as the Rentokil Initial plc Restricted Share Plan, as amended from time to time;

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

"Tax" 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 that Participant's participation in the Plan; and

"Vesting" means:

1. in relation to a Conditional Award, a Participant becoming entitled to the underlying Shares or ADSs;
2. in relation to an Option, the Option becoming exercisable; and
3. in relation to a Phantom Award, a Participant becoming entitled to the cash sum,

and "Vest", "Vested" and "Unvested" will be understood accordingly.

1. Interpretation
   In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.
2. Award tranches
   Where an Award is made up of different tranches with different Expected Maturity Dates or dates of Vesting, each tranche will be considered a separate Award for the purposes of interpreting and administering this Plan, except for the purposes of rule 4.6 (Option tranches).

2. Granting Awards

1. Eligibility
   The Committee may only grant an Award to someone who is an Employee at the Award Date, and may not grant an Award to an Employee who is on notice to terminate their employment within the Group.
2. Timing of grant
   Awards may only be granted within 42 days starting on any of the following:
3. 1. the day on which the Company's shareholders approve the Plan;
   2. the Business Day following the day on which the Company's results are announced or, where not announced, are published for any period;