RESULTS OF ANNUAL GENERAL MEETING 2021 ('AGM')
At the AGM of Rentokil Initial plc duly convened and held at, and broadcast from, the Power Centre, A1 & A2, Link 10, Napier Way, Crawley, RH10 9RA on 12 May 2021 at 14:00, each resolution as set out in the notice of meeting dated 31 March 2021 was passed on a poll. The results are set out below and will be placed on the Company website at www.rentokil-initial.com/investors.
| RESOLUTION | VOTES FOR1 | % | VOTES AGAINST | % | TOTAL VOTES | % of ISC VOTED | VOTES WITHHELD2 | |
| 1 | To receive the audited financial statements and the directors' and auditors' report thereon | 1,451,530,684 | 100.00 | 13,163 | 0.00 | 1,451,543,847 | 78.07% | 1,433,004 |
| 2 | To approve the 2021 Directors' Remuneration Policy | 1,117,630,721 | 77.39 | 326,479,806 | 22.61 | 1,444,110,527 | 77.67% | 8,866,324 |
| 3 | To approve the Directors' Remuneration Report | 1,400,164,692 | 97.12 | 41,500,982 | 2.88 | 1,441,665,674 | 77.54% | 11,311,177 |
| 4 | To approve the amended rules of the Performance Share Plan 2016 | 1,098,420,082 | 75.62 | 354,060,691 | 24.38 | 1,452,480,773 | 78.12% | 496,078 |
| 5 | To declare a final dividend | 1,447,816,095 | 99.67 | 4,805,131 | 0.33 | 1,452,621,226 | 78.13% | 355,625 |
| 6 | To elect Stuart Ingall-Tombs as a director | 1,451,367,529 | 99.92 | 1,193,412 | 0.08 | 1,452,560,941 | 78.12% | 415,910 |
| 7 | To elect Sarosh Mistry as a director | 1,452,279,328 | 99.98 | 272,836 | 0.02 | 1,452,552,164 | 78.12% | 424,687 |
| 8 | To re-elect John Pettigrew as a director | 1,441,873,301 | 99.26 | 10,689,934 | 0.74 | 1,452,563,235 | 78.12% | 413,616 |
| 9 | To re-elect Andy Ransom as a director | 1,452,427,979 | 99.99 | 132,664 | 0.01 | 1,452,560,643 | 78.12% | 416,208 |
| 10 | To re-elect Richard Solomons as a director | 1,446,668,103 | 99.59 | 5,889,228 | 0.41 | 1,452,557,331 | 78.12% | 419,520 |
| 11 | To re-elect Julie Southern as a director | 1,418,461,142 | 97.65 | 34,099,444 | 2.35 | 1,452,560,586 | 78.12% | 416,265 |
| 12 | To re-elect Cathy Turner as a director | 1,438,081,599 | 99.00 | 14,478,767 | 1.00 | 1,452,560,366 | 78.12% | 416,485 |
| 13 | To re-elect Linda Yueh as a director | 1,401,390,279 | 96.48 | 51,172,207 | 3.52 | 1,452,562,486 | 78.12% | 414,365 |
| 14 | To appoint PricewaterhouseCoopers LLP as auditor | 1,444,950,371 | 99.48 | 7,601,982 | 0.52 | 1,452,552,353 | 78.12% | 424,498 |
| 15 | To authorise the directors to agree the auditors' remuneration | 1,452,535,527 | 100.00 | 66,437 | 0.00 | 1,452,601,964 | 78.12% | 374,887 |
| 16 | To authorise the making of political donations | 1,445,039,050 | 99.49 | 7,473,760 | 0.51 | 1,452,512,810 | 78.12% | 464,041 |
| 17 | To authorise the directors to allot shares | 1,319,993,744 | 90.88 | 132,499,021 | 9.12 | 1,452,492,765 | 78.12% | 484,086 |
| 18 | To disapply statutory pre-emption rights | 1,437,986,861 | 99.36 | 9,266,646 | 0.64 | 1,447,253,507 | 77.84% | 5,723,344 |
| 19 | To disapply statutory pre-emption rights - additional 5% | 1,413,035,077 | 97.63 | 34,239,433 | 2.37 | 1,447,274,510 | 77.84% | 5,702,341 |
| 20 | To authorise the directors to make market purchases of the Company's own shares | 1,439,152,453 | 99.12 | 12,762,645 | 0.88 | 1,451,915,098 | 78.09% | 1,061,753 |
| 21 | To authorise the calling of a general meeting (other than an AGM) on 14 days' clear notice | 1,400,691,754 | 96.46 | 51,328,941 | 3.54 | 1,452,020,695 | 78.09% | 392,131 |
1. Votes For include those votes giving the Chairman discretion.
2. A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes cast for or against a resolution.
The number of ordinary shares in issue at close of business on 11 May 2021 was 1,859,332,965 ordinary shares of 1p each. Resolutions 18 to 21 were proposed as special resolutions. A copy of the resolutions can be found in the Notice of Meeting available at www.rentokil-initial.com/agm.
The Company welcomes the approval by shareholders of its Remuneration Policy and Remuneration Report, however it notes the number of votes opposing the Remuneration Policy (resolution 2) and the amendments to the Company's Performance Share Plan (PSP) rules required to reflect the new Policy (resolution 4).
A significant majority of shareholders were supportive of the Remuneration Policy and proposed change to PSP, including 19 out of our 20 largest shareholders.
As detailed in the Company's 2020 Annual Report, we consulted at length with the Company's largest shareholders as well as proxy advisers, Glass Lewis, the Investment Association and ISS, on the proposals set out in the Remuneration Policy. The strong performance and increased size of the business has resulted in the total remuneration package of the Chief Executive benchmarking just above lower quartile. This policy would deliver market median and, consistent with our culture, any potential for higher remuneration would be fully performance based and long term. No change to base salary or annual bonus potential has been proposed.
The Board is grateful for the time, feedback and support provided by shareholders on these matters and will continue its policy of proactive engagement with its shareholders on all aspects of remuneration going forward. In accordance with the UK Corporate Governance Code, the Company will publish an update on ongoing engagement within six months of the AGM.
A copy of the resolutions passed concerning special business has been submitted and will shortly be available for inspection at the National Storage Mechanism located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
| Company Secretary: | Daragh Fagan | Rentokil Initial plc | 01294 858000 |
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| Media: | Malcolm Padley | Rentokil Initial plc | 07788 978199 |
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