Reckitt Benckiser : Articles of Association – with proposed amendments marked-up (PDF)

ARTICLES OF ASSOCIATION

of

RECKITT BENCKISER GROUP PLC

public limited company

(Articles adopted on 28 August 2007 and amended on 1 May 2008, 6 May 2010, 3 May 2012

and, 7 May 2015) and [28 May 2021])

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	TABLE OF CONTENTS
1.	Exclusion of Model Articles		9
2.	Definitions		9
3.	Limited Liability	13
4.	Change of Name	13
5.	Rights Attached to Shares	13
6.	Redeemable Shares	14
7.	Variation of Rights	14
8.	Pari Passu Issues	15
9.	Shares	15
10.	Payment of Commission	16
11.	Trusts Not Recognised	16
12.	Suspension of Rights Where Non-Disclosure of Interest	16
13.	Uncertificated Shares	18
14.	Right to Share Certificates	20
15.	Replacement of Share Certificates	20
16.	Share Certificates Sent at Holder's Risk	21
17.	Execution of Share Certificates	21
18.	Company's Lien on Shares Not Fully Paid	21
19.	Enforcing Lien by Sale	21
20.	Application of Proceeds of Sale	22

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21.	Calls	22
22.	Timing of Calls	23
23.	Liability of Joint Holders	23
24.	Interest Due on Non-Payment	23
25.	Sums Due on Allotment Treated as Calls	23
26.	Power to Differentiate	24
27.	Payment of Calls in Advance	24
28.	Notice if Call or Instalment Not Paid	24
29.	Form of Notice	24
30.	Forfeiture for Non-Compliance with Notice	24
31.	Notice after Forfeiture	25
32.	Sale of Forfeited Shares	25
33.	Arrears to be Paid Notwithstanding Forfeiture	25
34.	Statutory Declaration as to Forfeiture	25
35.	Transfer	26
36.	Signing of Transfer	26
37.	Rights to Decline Registration of Partly Paid Shares	27
38.	Other Rights to Decline Registration	27
39.	No Fee for Registration	28
40.	Untraced Shareholders	28
41.	Transmission on Death	29

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42.	Entry of Transmission in Register	30
43.	Election of Person Entitled by Transmission	30
44.	Rights of Person Entitled by Transmission	31
45.	Sub-division	31
46.	Fractions	31
47.	Omission or Non-Receipt of Notice	32
48.	Annual General Meetings and General Meetings	32
49.	Convening general meetings	32
50.	Simultaneous attendance and participation by electronic facilities	33
51.	Postponement of General Meetings	34
52.	Quorum	34
53.	Procedure if Quorum Not Present	35
54.	Security, Health and Safety and Access Arrangements	35
55.	Chair of General Meeting	35
56.	Orderly Conduct	36
57.	Entitlement to Attend and Speak	36
58.	Notice of Meeting	37
59.	Satellite Meetings	37
60.	Adjournments	38
61.	Notice of Adjournment	39
62.	Amendments to Resolutions	39

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63.	Amendments Ruled Out of Order	39
64.	Votes of Members	40
65.	Method of Voting	40
66.	Procedure if Poll Demanded	41
67.	When Poll to be Taken	41
68.	Continuance of Other Business after Poll Demand	41
69.	Votes of Joint Holders	41
70.	Voting on behalf of Incapable Member	41
71.	No Right to Vote where Sums Overdue on Shares	42
72.	Objections or Errors in Voting	42
73.	Appointment of Proxies	42
74.	Receipt of Proxies	43
75.	Maximum Validity of Proxy	44
76.	Form of Proxy	44
77.	Corporate Representatives	44
78.	Cancellation of Proxy's Authority	45
79.	Separate General Meetings	45
80.	Number of Directors	46
81.	Directors' Shareholding Qualification	46
82.	Power of Company to Appoint Directors	46
83.	Power of Directors to Appoint Directors	46