Relations with shareholders

The company places great importance on communications with shareholders, including with employee shareholders. The chairman, chief executive and chief financial officer make themselves available to shareholders at all appropriate times. The company has a regular dialogue with institutional shareholders through one-to- one and group meetings, formal investor and analyst conference calls as well as ad hoc communications, where appropriate.

Formal presentations are held after full year and half year results, to which investors and sell and buy side analysts are invited. These presentations are web-cast and any investor is able to hear the presentation and related questions and answers via the company’s website. Accompanying slide presentations are hosted on the company’s website as are recordings of meetings. Conference calls for investors and analysts are hosted after the first and third quarter trading updates, with typical levels of participation in excess of 80 shareholders and analysts. Investor roadshows are conducted after full year and interim results, involving extensive investor meetings on each occasion. The chairman and the senior independent director are available to attend meetings with investors, as required. The company also provides opportunities for private client investor presentations across the UK.

The company reviews and provides to the board material issued by shareholder representative groups to ensure that shareholders views and preferences are taken into account.

The company sees the annual general meeting as an important opportunity for all shareholders to engage with the board over performance and other matters on the agenda for the meeting and encourages both private and institutional shareholders to attend.

During 2011 the company held an ‘Investor Day’ for shareholders and the investment community giving an in depth review of activities of the pest control business.

The board is briefed on the company’s investor relations programme through a comprehensive quarterly report from the head of investor relations (who is responsible for day-to-day communications with shareholders and the financial community) as well as by periodic updates from the chief executive and the chief financial officer. In addition, published broker reports are provided to the board. The company’s financial and investor relations advisers also maintain a regular dialogue with major shareholders and reports are provided to the board on investors’ views on key issues and management performance following major investor presentations of results.

In accordance with the Companies Act 2006, the company will distribute its printed annual report only to shareholders who have indicated to the company that they wish to receive it in that form. The company will periodically canvas new shareholders on how they wish to receive their shareholder communications and did so in April 2010.

The company’s annual report and other investor presentation material is available to all shareholders via the company’s website at www.rentokil-initial.com

The company’s share capital during the year consisted of ordinary shares of 1p each. There were 1,814,831,011 shares in issue throughout the year. Each ordinary share (other than treasury shares, which have no voting rights) carries the right to vote at a general meeting of the company. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is duly demanded. On a show of hands, every member who is present in person or by proxy at a general meeting of the company shall have one vote. On a poll, every member who is present in person or by proxy shall have one vote for every share of which they are a holder.

The company is not directly or indirectly owned or controlled by another corporation or by an individual and there are no arrangements which may at a subsequent date result in a change in control of the company. As at 1 March 2012 the shareholders shown below had indicated that they were interested in 3% or more of the company’s issued share capital and were not subject to the 5% disclosure exemption under the Disclosure and Transparency Directive. No other interests have been disclosed to the company in accordance with Disclosure and Listing Rule 5 either during the year or as at 1 March 2012. There were no movements in the company’s ordinary shares during the period.

Authority for the company to make purchases of its own shares of up to 181,483,101 was obtained at the annual general meeting on 14 May 2011. No purchases of its shares were made by the company during 2011. The authority is normally renewable annually and approval will be sought from shareholders at the 2012 annual general meeting to renew the authority for a further year.

The annual general meeting of the company will be held at the Hilton, (Ascot Suite), Gatwick Airport, South Terminal, Crawley, West Sussex, RH6 0LL on 1 May 2012 at 12 noon.

In addition to the adoption of the 2011 report and accounts, the declaration of a final dividend, resolutions dealing with re-election and re-appointment of directors and the resolution dealing with the approval of the directors’ remuneration report, there are resolutions on the following matters: the appointment and remuneration of the auditors, a routine authority to re-purchase the company’s shares, authorities to allot shares and disapply pre-emption rights and a general authority to make donations to EU political organisations.

A separate letter to shareholders containing the notice of the annual general meeting and explanatory information on the resolutions to be proposed as special business accompanies this annual report. Both documents can be found on the company’s website, www.rentokil-initial.com

A summary of useful information for investors can be found in Shareholder information.

The company’s website also contains detailed information on the company’s operations and the website investor centre contains a full range of information on results and past publications, press releases and analyst presentation material. It also contains other information to help shareholders manage their holdings such as change of address or change of name notifications, transfer of shares, lost share certificates, online and telephone share dealing facilities and how to receive your shareholder communications as well as including a link to the website of our share registrars, Capita Registrars.