Reckitt Benckiser : 2023 Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING 2023

Reckitt Benckiser Group plc's

Annual General Meeting will be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, UB3 5AN

Commencing at 2pm on Wednesday 3 May 2023

THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or if you reside elsewhere, other appropriately authorised financial adviser.

If you have recently sold or transferred all your shares in Reckitt Benckiser Group plc, please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

YOUR VOTE IS IMPORTANT: You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 2pm on Friday, 28 April 2023. Further details on how shareholders can appoint a proxy are set

out in this document.

CHAIR'S LETTER

Dear Shareholder

I am pleased to invite you to our Annual General Meeting (AGM), which will be held on Wednesday, 3 May 2023 at 2pm at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN. The AGM is a significant event in our corporate calendar and provides the Board with an opportunity to update you on the Group's performance and strategic priorities and listen and respond to your questions.

We look forward to welcoming you in person to this year's AGM. Like last year, whilst there are not expected to be any governmental restrictions on public gatherings at the time of the AGM, in order to minimise health risks to our shareholders, employees and all others involved in the AGM, shareholders are asked to exercise their judgment and not attend the AGM in person if they have any symptoms of COVID-19. Instead, in

a scenario where shareholders are displaying symptoms of COVID-19, we encourage such shareholders to make use of the option to submit a proxy vote in advance of the AGM. Further details, including the timeframes for submitting such a proxy vote, are set out in further detail in this Notice.

Dividend

Your Board is recommending a final dividend of 110.3 pence per ordinary share for the year ended 31 December 2022. Shareholders are asked to approve the dividend as recommended by the Board.

Executive change

Reckitt saw the departure of our former CEO, Laxman Narasimhan, in September. We were fortunate that Nicandro Durante was willing and ready to step in for an interim period, to help steer the company on our continued transformation journey, and to give the Board time to find the right permanent successor. As Reckitt's longest-servingNon-Executive Director, Nicandro already knew our company well. This, along with his experience as a global FMCG CEO and strong track record of managing change, equipped him for the task. Nicandro is ably supported by a strong and committed leadership team.

The process for naming a new CEO is well underway with assessments of both internal and external candidates. We look forward to updating shareholders and the market as soon as we are able.

Changes to the Board

I am delighted to welcome Jeremy Darroch and Tamara Ingram, OBE to the Board. Jeremy joined as Senior Independent Non-Executive Director on 1 November 2022 and at the same

was appointed to the Remuneration Committee and the Nomination Committee. Jeremy is the former Executive Chairman and Group Chief Executive of Sky, is an outstanding leader, and brings considerable expertise in the consumer retail environment built up over a successful career at some of the UK's most high-profile companies. Tamara joined as a Non-Executive Director and member of the Audit Committee on 1 February 2023. Tamara has had an extensive career in advertising, marketing and digital communication and has a deep understanding of consumer brands and digital strategy, having held leadership roles at WPP since 2002, including setting up the consumer insight division, and as Non-Executive Chair of Wunderman Thompson. Further details of Jeremy's and Tamara's previous experience can be found on pages 12 and 14 respectively.

Voting

Your votes are important to us and all shareholders are encouraged to vote either in advance or on the day. At the meeting, voting on all resolutions will be conducted by way of poll rather than on a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names. If you will not be participating in the meeting in person you may vote by appointing a proxy in advance of the AGM as further detailed in the Notice. Please note that completion and return of the proxy form will not preclude you from attending the AGM and voting in person.

Recommendation

The Board believes all proposed resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of all the proposed resolutions.

Voting results

The voting results will be announced through a Regulatory Information Service and will be published on our website at reckitt.com/investors/annual-general-meetings/ as soon as possible following the AGM.

On behalf of your board, I would like to thank you for your continued support and look forward to welcoming you to our AGM.

Yours sincerely

Chris Sinclair

Chair

22 March 2023

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the sixteenth Annual General Meeting (the 'AGM') of Reckitt Benckiser Group plc (the 'Company') will be held at London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Wednesday, 3 May 2023 at 2pm to consider and, if thought fit, pass the resolutions set out below.

Resolutions 1 to 20 will be proposed as ordinary resolutions, and resolutions 21 to 24 will be proposed as special resolutions. Explanations of the resolutions can be found on pages 5 to 7 of this Notice.

Ordinary Resolutions

Annual Report and Financial Statements

1. To receive the Annual Report and Financial Statements for the year ended 31 December 2022.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report for the year ended 31 December 2022 as set out on pages 126 to 155 of the 2022 Annual Report and Financial Statements.

Final Dividend

3. To declare a final dividend of 110.3 pence per ordinary share for the year ended 31 December 2022.

Re-election of Directors

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

Election of Directors

1. To elect Jeremy Darroch as a Director.
2. To elect Tamara Ingram, OBE as a Director.

Re-Appointment of Auditors

17. To reappoint KPMG LLP as Auditor of the Company, to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

18. To authorise the Audit Committee to determine the Auditor's remuneration.

Political donations

19. In accordance with sections 366 and 367 of the Companies Act 2006 (the Act), to authorise, the Company and any companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company to:

1. make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

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 2024), 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

20. To authorise the Directors generally and unconditionally, in accordance with section 551 of the Act, in substitution of all subsisting authorities, 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 £23,866,000 (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 £47,732,000 (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:
3. 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

Reckitt Annual General Meeting 2023

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Notice of Annual General Meeting (Continued)

matter. This authority will expire at the conclusion of the Company's AGM to be held in 2024 or, the close of business on 30 June 2024, whichever is the earlier, provided that the Directors shall be entitled to make such offers and enter into agreements that would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the expiry of the authority, and the Company 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 expired.

Special resolutions

Disapplication of pre-emption rights

21. THAT, in substitution for all existing authorities and subject to the passing of Resolution 20, to authorise the Directors to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 20 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, provided that such authority 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 £3,579,000;

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 2024, 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.

Additional disapplication of pre-emption rights

22. THAT, subject to the passing of Resolution 20, the Directors be authorised, in addition to any authority granted under Resolution 21 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 £3,579,000; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 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 on Disapplying Pre-Emption Rights 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 2024, 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

23.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 71,590,000 ordinary shares, representing less than 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 28 February 2023, being the latest practicable date prior to the publication of this Notice;
2. the maximum price (exclusive of expenses) at which ordinary shares may be purchased is an amount equal to the higher of:

1. 5% above the average market value of ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange for the five business days preceding the date of purchase; and

1. 1. the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
2. the minimum price (exclusive of expenses) at which ordinary shares may be purchased is 10 pence per ordinary share,

such authority to expire on the earlier of 30 June 2024 or

on the date of the AGM of the Company in 2024, 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.

Notice of General Meetings

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.

By Order of the Board

Catheryn O'Rourke

Company Secretary

22 March 2023

Registered Office:

103-105 Bath Road, Slough,

Berkshire, SL1 3UH

Registered in England and Wales, No. 6270876

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EXPLANATORY NOTES

Resolutions 1 to 20 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 21 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 - Annual Report and Financial Statements The Directors are required under the Companies Act 2006 (the Act) to present the reports of the Directors and the audited accounts of the Company for each financial year to shareholders at a general meeting. Shareholders are asked to receive the reports of the Directors and the Auditor, the Strategic Report, and the Financial Statements for the year ended 31 December 2022.

Resolution 2 - Directors' remuneration report

The Directors' remuneration report sets out the pay and benefits received by each of the Directors for the year. The Company is required to seek shareholders' approval in respect of the contents of this report. In line with legislation, this vote is advisory. The Directors' remuneration report can be found on pages 126 to 155 of the 2022 Annual Report.

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 2022 and is set out on pages 160 to 167 of the 2021 Annual Report. No changes are proposed to the Remuneration Policy at this year's AGM.

Resolution 3 - Final dividend

Resolution 4 seeks shareholders' approval for the final dividend of 110.3 pence per ordinary share, which is recommended by the Directors for the year ended 31 December 2022. An interim dividend of 73 pence per ordinary share was paid on

14 September 2022, bringing the total dividend for 2022 to 183.3 pence per ordinary share. If approved at the AGM, the final dividend will be paid on 24 May 2023 to shareholders on the Register of Members by close of business on 11 April 2023.

The Company also operates a Dividend Reinvestment Plan ('DRIP'). Shareholders who elect for the DRIP will automatically receive shares for all future dividends. The last date for receipt of elections for the DRIP will be 2 May 2023.

Resolutions 4 to 16 inclusive - Re-election and election of directors

In accordance with the UK Corporate Governance Code, all existing Directors will stand for election or re-election at the AGM.

The Board is satisfied that it continues to maintain an appropriate balance of skills, experience and knowledge. Following a process of formal performance evaluation, the Board has concluded that

each Director standing for election or re-election makes an effective and valuable contribution to the Board and demonstrates commitment to the role, and that there are no circumstances likely to impair any individual Non-Executive Director's independence or judgment, and hence the Board is recommending each Director's election or re-election.

Biographical details of the Directors seeking election or reelection 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 15.

Resolution 17 - Re-appointment of Auditor

The Auditor of the Company is subject to re-appointment at each Annual General Meeting where the accounts are presented. On the recommendation of the Audit Committee, the Board proposes that KPMG LLP be re-appointed Auditor to the Company 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.

Resolution 18 - Auditor's remuneration

The Directors may set the remuneration of the Auditor if authorised to do so by the shareholders. Under the Competition and Markets Authority's Statutory Audit Service Order, the Audit Committee has specific responsibility for negotiating and agreeing the statutory audit fee for and on behalf of the Board. This resolution seeks authority for the Audit Committee to set Auditor remuneration for the 2023 financial year.

Resolution 19 - Political donations

Resolution 19 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 cover activities including, for example, sponsorship, subscriptions, paid leave for employees fulfilling certain public duties and/or bodies concerned with policy review and law reform or with the representation of the business community 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. In addition, we refer to our Global Responsible Advocacy Policy and the importance we place on our employees and contractors conducting any advocacy activity in a transparent, ethical and

Reckitt Annual General Meeting 2023

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