REPORT TO U.S. PARTICIPANTS IN

THE RECKITT BENCKISER GROUP

2015 LONG TERM INCENTIVE PLAN

THE RECKITT BENCKISER GROUP PLC

2007 LONG-TERM INCENTIVE PLAN

THE RECKITT BENCKISER PLC

LONG TERM INCENTIVE PLAN 2006

This Report provides a summary of the material terms of the plans listed above (which are

sometimes referred to herein individually as a “Plan” and collectively as the “Plans”) with respect

to the issuance of ordinary shares (“Shares”) in the capital of Reckitt Benckiser Group plc (the

“Company”) and options (“Options”) to purchase Shares. This Report is provided to executive

directors and employees of the Company and its subsidiaries participating in the Plans (referred to

herein individually as a “Participant” and collectively as the “Participants”) who are citizens or

residents of the United States of America (“U.S.”). This Report also provides financial information

concerning the Company, a description of certain tax considerations that may be relevant to

Participants and a description of certain material risks associated with the exercise of Options and

the ownership of Shares.

Participants should retain this Report for future reference.

Other information about the Plans, awards to Participants and the Company are available by

writing or contacting:

Rupert Bondy

103-105 Bath Road

Slough, Berkshire, SL1 3UH

United Kingdom

Neither the Securities and Exchange Commission nor any U.S. state securities commission

has approved or disapproved of these securities or passed upon the accuracy or adequacy

of this Report. Any representation to the contrary is a criminal offense.

The date of this Report is 30 April 2018.

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TABLE OF CONTENTS

Information for Participants .............................................................................................................3

Overview of Plans and Common Provisions ...................................................................................3

General .......................................................................................................................................3

Provisions Common to All Four Plans ......................................................................................4

Plan Limits; No Further Awards ................................................................................................5

Material Terms of the Plans .............................................................................................................6

Applicable Plans ....................................................................................................................6

Relevant Terminology ...........................................................................................................6

Participants .............................................................................................................................6

Awards ...................................................................................................................................7

Vesting of Awards .................................................................................................................8

Exercise Period ......................................................................................................................9

Exercise ..................................................................................................................................9

Termination of Employment ................................................................................................10

Option Lapse ........................................................................................................................11

Recapitalization and Reorganization ...................................................................................12

Business Combinations ........................................................................................................13

Exchange ..............................................................................................................................14

Plan Changes ........................................................................................................................15

Relationships and Principal Risks ..................................................................................................15

Tax Implications for United States Citizens and Residents ...........................................................18

Grant and Exercise of Options .................................................................................................19

Grant of Shares ........................................................................................................................20

Section 409A ............................................................................................................................21

Ownership and Sale of Shares .................................................................................................22

Financial Statements ......................................................................................................................24

Exhibit A – Copies of the Plans

Exhibit B – Annual Report and Financial Statements 2017

Exhibit C – Q1 2018 Results (unaudited)

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INFORMATION FOR PARTICIPANTS

The Company has adopted the Plans under the terms of which ordinary shares in the capital of the

Company (“Shares”) and/or options to purchase Shares (“Options”) may be awarded to Participants

(as defined with respect to each of the Plans listed below). Under the terms of the Plans, options may

be granted (typically as part of a total compensation package available but not always) to full-time

employees and executive directors of the Company, its subsidiaries and certain affiliated companies

(all of whom are referred to herein as “employees”). Because the award of Shares and Options and

the exercise of Options can involve significant economic and tax consequences to the recipient, it is

important that each Participant reads this Report and the text of the Plans themselves.

This Report is distributed pursuant to the Company’s disclosure obligations under Rule 701

promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as

amended (the “Securities Act”). The Shares awarded to a Participant or issued to a Participant upon

exercise of an Option are not, and will not be, registered under the Securities Act and the Company

has no plans to register the Shares in the future. As such, the Shares are subject to restrictions on

transferability and resale and may not be transferred or resold except as permitted under the Securities

Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or an

exemption from registration.

OVERVIEW OF PLANS AND COMMON PROVISIONS

General.

The Plans relate to awards (“Awards”) of Options for Shares1 in the Company, made either by the

Company or a designated committee (the “Committee”). A copy of each Plan is attached for reference

in Exhibit A to this Report. Exhibit A provides the rules for each of the Plans that comprise all of the

current and active Plans for the Company and its predecessor entities. Each Plan provides for the

terms and conditions under which the Company offered and may offer awards in the form of Shares

or Options. The matters described in the Plans attached in Exhibit A include but are not limited to:

the terms of the awards; the conditions placed on the awards; the vesting of the awards; the

consequences of termination of employment; the effects of variations in the Company’s share capital,

takeovers and certain other events affecting the Company; the exchange of awards; the committees

that oversee the Plans; the limits of the Plans; the possibility of changes or termination of the Plans;

and other general provisions.

If there is any discrepancy between the description of the Plans contained in this Report and

the Provisions of the Plans themselves, the provisions of the Plans shall govern and control.

Provisions Common to All Three Plans

Many basic provisions of the plans are substantially identical and are combined for discussion here.

More detailed provisions or ones where there are important difference between the Plans are discussed

below, in “MATERIAL TERMS OF THE PLANS.”

1 In some instances, cash settlement is permitted under the Plans, see “Vesting of Awards—Cash Settlement,” below.

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When the Company makes an Award, the Committee must approve the terms of that Award in

advance. No Participant in any Plan is obligated to pay anything in exchange for an Award and (as

defined below, in “MATERIAL TERMS OF THE PLANS—Applicable Plans”), every Participant

has the right to elect to disclaim (or “waive”) all or part of any Award in writing within thirty (30)

days of the Award Date. So long as the Company receives the waiver during that period, the Option

will be deemed for all purposes not to have been granted to the extent given up. As soon as

practicable after the date that the Committee sets for the grant of an Award, Participants receive a

statement setting out the terms of the Award. In the event you are a Participant and have not

previously received such a statement, or you have lost it or it has become worn out, defaced or

destroyed, you are urged to contact the individual whose name is set forth on the cover page of this

Report.

No Rights as Shareholder or as Employee. A Participant will not be entitled to vote, to receive

dividends or to have any other rights of a shareholder in respect of Shares subject to an Option

until the Participant receives Shares following exercise of an Option or the satisfaction of all

conditions applicable to a Conditional Award (see below, “MATERIAL TERMS OF THE

PLANS—Awards—Conditional Awards”).

The rights and obligations arising from the employment relationship between a Participant and the

Company are separate from, and are not affected by, any Plan. Participation in the Plan does not

create any right to, or expectation of, continued employment.

No Right to Transfer. A Participant may not transfer, assign or otherwise dispose of an Option or

Award or any related rights except to his or her personal representatives on death. Any violation

of this prohibition, whether voluntary or involuntary, will cause an Award under the Plans to lapse.

Limitations on Participation. No employee has a right to participate in any Plan. Participation in

any Plan or the grant of Awards on a particular basis in any year does not create any right to or

expectation of participation in that Plan or Award on the same basis, or at all, in any future year.

All Awards are subject to compliance with the rules of the relevant Plan under which the award

was made. If the Company tries to grant an Award that is inconsistent with Plan limits, the Award

will be limited and will only take effect to the extent the Plan permits.

By participating in a Plan, a Participant waives all rights under that Plan, other than the right to

acquire Shares subject to and in accordance with the express terms of the Plan and, as applicable,

Performance Conditions (see below, “MATERIAL TERMS OF THE PLANS—Awards—

Conditional Awards”), in consideration for, and as a condition of, the grant of an Award under the

Plan.

By participating in a Plan a Participant consents to the holding and processing of personal data

provided by the Participant to any Member of the Group, or to a trustee or third-party service

provider, for all purposes relating to the operation of that Plan.

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Miscellaneous. If and so long as the Shares are listed on the Official List (of securities that are

approved for trading in the United Kingdom) and traded on the London Stock Exchange, the

Company will apply for listing of any Shares issued under the Plans as soon as practicable. The

process involved in acquiring Share certificates and arranging to sell them on the London Stock

Exchange can be time-consuming. In those cases where an employee acquires a share certificate

and later wishes to enter into a transaction involving those Shares, Reckitt Benckiser LLC has

arranged with USB to assist U.S. Participants in disposing of Shares they acquire under the Plans.

For further information, Participants should contact their local human resources department.

English law governs the Plans and all Awards and their construction. The English Courts

have non-exclusive jurisdiction in respect of disputes arising under or in connection with the

Plans or any Awards.

All Awards are subject to applicable U.S. tax withholding requirements, which may result

in the reduction of any cash payment that a Participant otherwise would receive in

connection with an Award or may require that the Participant make a cash payment to the

Company or the Participant’s U.S. employer with respect to the amount of tax withholding

due in connection with the exercise of an Option or vesting of a Conditional Award. See,

“TAX IMPLICATIONS FOR UNITED STATES CITIZENS AND RESIDENTS,” below.

THE COMPANY CAN CHOOSE TO END ANY PLAN AT ANY TIME, WHICH WILL

MEAN NO FURTHER OPTIONS WILL BE AWARDED (ALTHOUGH THOSE THAT

ARE OUTSTANDING WILL BE EXERCISABLE IN THE EVENT ALL CONDITIONS

ARE MET). ALL PLANS ARE SUBJECT TO CHANGE AT ANY TIME (see “MATERIAL

TERMS OF THE PLANS—Plan Changes”, below).

Plan Limits; No Further Awards

There will be no further grants under any plan except for the 2015 Plan (as defined below, in

“MATERIAL TERMS OF THE PLANS—Applicable Plans”). With respect to the 2006 Plan,

the Company could not grant an Award if the number of Shares issued and committed to be

issued under that Award exceeded 1.6 per cent of the ordinary share capital of the Company in

issue immediately before that day, when added to the number of Shares which have been issued

and committed to be issued to satisfy Awards, or options or awards under any other discretionary

employee share plan adopted by the Company or any affiliate of the Company, granted in the

previous twelve (12) months.

The Company may not grant an Award if the number of Shares issued and committed to be issued

under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue

immediately before that day, when added to the number of Shares which have been issued and

committed to be issued to satisfy Awards, or options or awards under any other employee share

plan adopted by the Company or Reckitt Benckiser plc, granted in the previous ten years. Shares

are ignored when calculating these limits where the right to acquire Shares is released or lapses.

For the 2015 Plan, without prior approval by shareholders of the Company in general meeting, no

Award which is to be satisfied with newly issued Shares or treasury Shares may be granted after

May 7, 2025).

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MATERIAL TERMS OF THE PLANS

Applicable Plans

Reckitt Benckiser Group 2015 Long Term Incentive Plan (the “2015 Plan”)

Reckitt Benckiser Group plc 2007 Long-Term Incentive Plan (the “2007 Plan”)

Reckitt Benckiser plc Long Term Incentive Plan 2006 (the “2006 Plan”)

The discussion below sets forth the more substantive aspects of the Plans (how Awards are made,

vesting and exercise of Awards and valuation of Awards upon exercise, for example), many of

which are substantially identical. Accordingly, the following descriptions below apply equally to

all Plans except where specifically indicated.

Relevant Terminology

The Plans (and this Report) relate to Awards of Options, which are grants to Participants of the

right to buy Shares. Those Options, providing such rights may be either for a set price at a pre-

established date (“Market Value Options”) or after completion of conditions precedent

(“Conditional Awards”). When an Option has “vested,” the Participant’s ability to exercise the

Option is ripe, either because the pre-established time period (generally, for Market Value Options)

has elapsed or because conditions precedent (“Performance Conditions” or “Performance

Targets”) have been met. Only after vesting may a Participant “exercise” the Option: that is, act

to use the Award by providing due notice and paying the purchase price, if required. Generally,

the ability to exercise an Option is not open-ended. If it is not exercised within the required time

period (the “Exercise Period”), the Option will lapse. Upon lapse, the Option is no longer

available, even though the conditions allowing for its exercise may still exist. Participants’

benefits from Awards can only be realized to the extent they choose to exercise their Options

after they have vested and before they lapse.

Participants

Under all the Plans, Participants are limited to individuals who are employees of the Company, a

subsidiary of the Company or of certain designated other companies associated with the Company

(collectively, “Members of the Group”). All Plans also extend Awards to directors. An Award

may not be granted to an employee who has given or received notice of termination of employment

on or before the date on which the Award is granted (the “Award Date”). While these definitions

have international application, for purposes of this Report, as set forth above, Participants are

limited to U.S. Participants.

Awards

Kinds of Awards. Awards under the 2015 Plan may be in the form of:

• A Market Value Option - a right to buy Shares after the Option vests at a price (the

“Exercise Price”) that is not lower than the Market Value of the Shares on the date on

which the Option is awarded. “Market Value” means on any day not less than the average

of the closing middle market quotations of a Share on the London Stock Exchange over

the immediately preceding five days on which the London Stock Exchange (or, under

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certain circumstances, any other stock exchange on which the Shares are traded) is open

for the transaction of business; and/or

• A Conditional Award - a right to receive Shares after the Award vests, based on the

satisfaction of various conditions (“Performance Target” or “Performance Condition”).2

Only Market Value Options remain available under the 2006 Plan.

Making Awards. Awards may generally be granted under all of the Plans only during certain 42-

day window periods following each announcement of the Company’s financial results, although

Plans do provide for other window periods in certain exceptional circumstances, as described in

the relevant Plans.

Conditional Awards. The Company may make “vesting” of an Award (i.e., the receipt of Shares

or the exercisability of Options) conditional on the satisfaction of one or more conditions, one of

which must be linked to the performance of the Company during a specified period (a

“Performance Period”). Performance Conditions must be objective and specified on the date the

Award is made (the “Award Date”). Under the 2015 Plan, this Performance Period will not

normally be less than three financial years of the Company. All awards under the 2006 Plan have

vested upon satisfaction of the relevant Performance Condition. Awards may lapse if the

Performance Conditions are not satisfied during the specified Performance Period.

Performance Conditions may be waived or relaxed in accordance with the terms of an Award or if

the Company (with the consent of the Committee) reasonably considers it appropriate. Vesting of

an Award will not become effective until all applicable conditions have been satisfied or waived.

Dividend Equivalents. Under the 2015 Plan, the Committee may determine that a Conditional

Award or Market Value Option will, unless the Committee decides otherwise, include the right to

receive an amount equal in value to the dividends that were payable on the number of Shares

subject to the Award or Option during the Performance Period (“dividend equivalents”). Dividend

equivalents will be paid in cash or in Shares as soon as practicable after vesting or, in the case of

an Option, after exercise.

Vesting of Awards

Generally, an Award will vest on the latest to occur of the following:

• the date on which a determination is made that all performance or other conditions have

been satisfied or waived;

2 Although the 2015, 2007 and 2006 Plans also permit Awards of Nil-cost Options (rights to buy Shares for nothing or a nominal amount after the Option vests), as a matter of policy the Company does not Award Nil-cost Options. Accordingly, the description of Awards above covers only Conditional Awards and grants of Market Value Options.

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• the date on which any regulatory or other restrictions that prevent vesting on the dates

specified above are no longer applicable; and

• in the case of the 2015 or 2007 Plan, for Conditional Awards and Market Value Options,

the vesting date established by the Company and approved by the Committee, which

normally occurs with the receiving of Accounts at the Annual Shareholders’ meeting

following the third anniversary of the Award Date.

All determinations regarding the satisfaction of performance and other conditions will be made as

soon as reasonably practicable after the end of the applicable Performance Period. If an Award

lapses under the Plan, it cannot vest and a Participant loses all rights in the Award.

Malus. For the 2015 Plan, the Committee may determine, prior to the vesting of an Award, to

reduce or cancel an Award entirely or to impose further conditions in the following circumstances

for any year in whole or in part between the Award Date and the vesting date:

• A material misstatement of the Company’s financial results;

• A material failure of risk management in the Company or any Subsidiary;

• A material breach of health and safety in the Company or any Subsidiary; and/or

• serious misconduct on the part of a relevant Participant.

Clawback. For the 2015 Plan, the Committee retains a discretion to require a Participant to repay

the company or transfer back shares that formed part of an Award or Options, or reduce or cancel

existing vested or unvested Awards or Options, in the event of;

• at any time during the Participant’s employment, gross misconduct by any Participant; or

• a material mis-statement of the Company’s published accounts in respect of any Financial

Year which was in whole or part between the Date of Grant for the Award and the date it

vests or becomes exercisable.

Performance Targets or other conditions may be changed under the 2015 or 2007 Plan, provided

that any changed Performance Target or other conditions are not more difficult to satisfy.

All awards under the 2006 Plan have vested as at the date of this report.

Share Settlement. As soon as reasonably practicable after the vesting of a Conditional Award

under any of the Plans, the Company will arrange (subject to exercise, withholding and consent

requirements (see below)) for the Participant to receive the number of Shares in respect of which

the Award has vested.

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Cash Settlement. The Company may, at its election and at any time (with the Committee’s

approval), settle a Conditional Award or Option in cash instead of in Shares. For Market Value

Options, the cash amount must be equal to the amount by which the Market Value of the Shares

in respect of which the Option is exercised exceeds the Exercise Price of the Option (which may

be zero) on the Option Exercise Date. Alternatively, such Option may be satisfied by the

Participant’s receipt of Shares having an equivalent cash value, in which event the Exercise Price

(if any) need not be paid. The Plans’ Market Value is as set forth above, in “Awards—Kinds of

Awards”.

Exercise Period

Once an Option has vested, it becomes exercisable for a limited time by notice in the prescribed

form accompanied by payment of the Exercise Price (if any) for the number of Shares being

acquired. The Plans’ Market Value Options may be exercised during the period starting on the

date the Option vests and ending on the tenth anniversary of the Award Date (unless the Committee

has selected a different period). If an Option has not been exercised by the end of the period during

which it is exercisable, the Option will lapse.

Different Exercise Periods. If more than one lapse date or period during which an Option may be

exercised applies to an Option, then the provision that results in the shortest exercise period and

the earliest lapse of the Option will apply unless the Committee permits a Participant to exercise

Options within any applicable longer periods permitted by the Plan.

Extension of Exercise Period. Under all the Plans, if an Option Exercise Notice is delivered at a

time when the exercise of Options is prohibited by law, regulation or policy, the Option Exercise

Date will be the date when the Participant is permitted to exercise an Option under such law,

regulation or policy. Under all of the Plans, the Company will generally arrange for Participants

to receive Shares within 30 days of the Option Exercise Date.

Exercise

Following the Company’s achievement of a Performance Target or whenever vesting has occurred

for an Option that is not conditional, exercise of an Option requires the Participant to give notice

of the intent to exercise and payment of the Exercise Price. The Exercise Price may not be less

than an amount equal to the fair market value of a Share on the date the award was made.

Termination of Employment

All Plans differ in the ability to exercise Options, either vested or unvested, when the termination

of a Participant’s employment is involved. Generally, an Award that has vested will not lapse on

the date a Participant’s employment terminates, but an Award that has not vested will lapse on that

date.

If a Participant ceases to be an employee due to any of the following “Exceptional Circumstances,”

Awards that have not vested may partially vest, depending on whether they are subject to a

Performance Condition and whether the Performance Condition is met at the end of the financial

year in which employment terminated:

• ill-health, injury or permanent disability (established to the satisfaction of the Company);

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• retirement (with the agreement of the Company);

• as a result of the employer ceasing to be controlled by the Company;

• redundancy; or

• any other reason deemed to be appropriate at the discretion of the Committee.

A Conditional Award will be reduced pro rata to reflect the period from the date the Award was

made to the date employment ended, as a proportion of the Performance Period. In particular cases

decided by the Committee, however, a Conditional Award may be permitted to vest at the end of

the Performance Period that occurs after the end of the financial year in which employment

terminated. In that instance, the Award will be reduced pro rata to reflect the period from the date

employment ended until the end of the Performance Period as a proportion of the Performance

Period. In either case, the Award then lapses as to the balance.

If a Participant ceases to be an employee as a result of joining a competitor (as determined by the

Committee) within 12 months of termination of employment, all unvested Awards will lapse. If

such a Participant has received Shares or cash in respect of an Award, the Participant will be

required to pay the Company an amount equal to the Market Value of the applicable Shares as at

the date of vesting less any tax paid and, in the case of an Option, less the Exercise Price. The

payment must be made within two months of receipt of a demand from a Member of the Group.

If a Participant dies, his Awards will vest on the date of death and any Performance Conditions

will not apply but the Award will be reduced pro rata to reflect the period from the date the Award

was made to the date of death as a proportion of the Performance Period The Award will then

lapse as to the balance.

2015 and 2007 Plans: For Participants (those who are not employees), Performance Targets for

unvested Options will not apply until (and for such Options, vesting will be measured at) the end

of the financial year in which employment terminated, although the Committee may decide to

apply such Targets on the date of Termination. Based upon achievement of the Performance

Target, an Award that has vested will lapse if not exercised within the 12 months after the date a

Participant’s employment terminates.

Option Lapse

Once an Option has vested, it will lapse (i.e., no longer be exercisable) if not exercised within

different time periods under each of the Plans. All Options that remain unexercised ten (10) years

after their Grant Date will lapse, with no extensions permitted beyond that date.

An Option will lapse on the earliest to occur of:

• the end of the period during which it is exercisable;

• in the case of a vested Option, the date the Participant’s employment terminates by reason

of dismissal for misconduct (unless the Committee decides otherwise);

• in the case of a vested Market Value Option, twelve (12) months (or such longer period

(not exceeding 42 months) as the Committee may decide) after the date on which the

Participant’s employment terminates;

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• in the case of an Option which vests under Exceptional Circumstances or death, twelve

(12) months after the date on which the Committee determines that the Performance

Conditions are satisfied or waived or in the case of a Market Value Option such longer

period (not exceeding 42 months) as the Committee may decide;

• six (6) months after an event that causes vesting described in “Takeovers and

Restructuring” below;

• six (6) weeks after the date on which a notice to acquire Shares under the United Kingdom

(“U.K.”) Companies Act (compulsory purchase of shares) is first served following the

acquisition of at least 90% of the Company’s Shares by an acquirer;

• the date on which a Participant joins a competitor organization; and

• twelve (12) months from the date of a Participant’s death.

Recapitalization and Reorganization

If there are changes to the capital structure of the Company, each of the Plans allows for an

adjustment in the number or class of Shares or securities underlying an Option or Conditional

Award or an adjustment of its Exercise Price, subject to certain limitations set out in the relevant

Plan. For the Plans, this adjustment can occur if Shares or rights are issued or the outstanding

Shares of the Company are subdivided, consolidated, increased, decreased or otherwise varied, or

if there is a demerger in whatever form (i.e., a spin-off of part of the Company following which

the holders of Shares will own shares in two companies or a dividend for the value of one part of

the Company and shares in the remaining Company), an exempt distribution by virtue of Section

213 of the U.K. Income and Corporation Taxes Act 1988 (i.e., a demerger classified as non-taxable

because the value of the spun-off part of the Company is provided to shareholders as new shares

rather than as cash), or a special dividend or distribution.

Business Combinations

Takeovers and Restructuring under the Plans. In the event of a takeover of the Company as a

result of making an offer to acquire Shares, an Award vests on the date control of the Company

changes hands; or if a court sanctions a compromise or arrangement in connection with the

acquisition of Shares (i.e., there is a takeover based on a pledged share threshold of 75% and court

approval of the reduced 75% threshold) an Award vests, or if the Committee becomes aware that

the Company is or is expected to be affected by any demerger, distribution (other than an ordinary

dividend) or other transaction not previously described in this sentence which, in the opinion of

the Committee, would affect the current or future value of any Award, the Committee may allow

an Award to vest. However, in any of the foregoing events an Award will vest only to the extent

that any Performance Condition has been satisfied at the relevant date as determined by the

Committee unless the Committee determines that the Performance Conditions and other conditions

should not apply. In addition, unless the Committee decides otherwise, the extent to which the

Award vests shall be reduced pro rata to reflect the period from the date of the event until the end

of the Performance Period as a proportion of the Performance Period. The Award lapses as to the

balance.

If a court sanctions a compromise or arrangement in connection with the Company’s compromise

with creditors and shareholders, each Participant may exercise its Option in the period starting

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with the date upon which the compromise or arrangement is approved by the court and ending

with the date upon which it becomes effective. The Option may be exercised even if the

Performance Target has not been met.

If a resolution is passed for the Company to be wound up voluntarily, Options may be exercised

in the period of 60 days after the resolution is passed. At the end of that period, the Option will

lapse. The Option may be exercised even if the Performance Target has not been met. Where an

Option has been exercised as a result of this event, the Participant will be entitled to share in the

Company’s assets in the same way as if the Shares had been registered in Participant’s name before

the resolution was passed.

In contrast to the immediately preceding paragraph, if the resolution to liquidate is:

• part of an arrangement which will mean that the Company will be under the control of

another company; and

• the persons who owned Shares in the Company immediately before the change of control

will immediately afterwards own at least 50% of the shares in that other company; and

the Committee may decide that those Participants who hold Options that are not yet exercisable

otherwise may not exercise those Options.

Exchange

Exchanges are permitted following a Business Combination event to the extent that an offer to

exchange the Award is made and accepted by the Participant or the Committee decides that the

Award will be automatically exchanged. Where a Participant is granted a new Award in exchange

for an existing Award, the new Award must:

• confer a right to acquire shares in the company that acquired control of the Company or

another company determined by the acquiring company;

• be equivalent to the existing Award;

• be treated as having been acquired at the same time as the existing Award, must vest in the

same manner and at the same time as the existing Award, and may, at the discretion of the

Committee, be subject to a performance condition that is, as far as possible, equivalent to

any Performance Condition applicable to the existing Award;

• be governed by the Plan as if references to Shares were references to the shares underlying

the new Award and references to the Company were references to the acquiring company

or the company determined under the first bullet point above.

Plan Changes

Each Plan allows for changes, without Participant or any other approval, that benefit the

administration and operation of the Plan, subject to the terms of the Plan itself. Such changes

might be to take advantage or otherwise respond to regulatory changes, or to retain favorable tax

treatment. Participants must be advised of any changes that affects the Participant’s rights under

the Plan. Under the Plans, if any proposed change to the Plan to the advantage of present or future

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Participants relates to any of the following, the change must be approved in advance by ordinary

resolution of the Shareholders of the Company in general meeting:

• the persons to or for whom Shares may be provided under the Plan;

• the limitations on the number of Shares which may be issued under the Plan;

• the rights of a Participant in the event Shares or rights are issued or the outstanding Shares

of the Company are varied;

• any modification of any of the preceding three provisions.

RELATIONSHIPS AND PRINCIPAL RISKS

The Plan and the option to purchase Shares under the plan involve certain risks. The relationships

of the Company and the risks of the business are summarized here, but are not exclusive. More

details about the risk associated with the business and the value of the Shares are provided in the

periodic reports of the Company, made available electronically at the Company’s website

www.rb.com or by contacting the Company at the address listed above.

The Shares, as with shares in any company, are not a guarantee of payments, nor is there any

promise or future payment or value. The entire value of any investment in shares could be lost.

Past performance of any shares is not an indication of future returns.

The Company’s critical external relationships are with its major customers, typically the large

grocery chains, mass market and multiple retailers, and its suppliers of raw and packaging

materials and finished goods. The Company’s customer base is diffuse with no single customer

accounting for more than 10% of net revenues, and the top 10 customers only accounting for less

than a quarter of total net revenues. These customers are becoming more concentrated and more

multinational, increasing demands on the Company’s service levels. In addition, many retailers

compete with the Company’s products with their own private label offerings. The Company

maintains its relationship with its principal retail customers through the efforts of its dedicated

sales force, including key account directors, and its global sales organization specifically set up to

manage its interface with the growth of international retailers.

The Company has many suppliers. The suppliers are predominantly international chemical and

packaging companies. The Company sources most of its supplies through its global purchasing

function, which acts as its primary interface with its suppliers.

The principal risk factors that may be considered in relation to the Company are, in the opinion of

the Directors:

Market Risks

Competition, economic conditions and customer consolidation translates into increasing pressure

on pricing and promotion levels and market growth rates, especially in Europe. The Company

seeks to mitigate this risk through active category, brand and customer relationship management

programmes supported by ongoing investment into new product development.

14

Operational Risks

• Business continuity plans prove insufficient to protect the business in the face of a

significant and unforeseen supply disruption.

Suppliers of key raw and packaging materials, co-packers of finished product and the

Company’s manufacturing facilities and key technologies are risk assessed for their

potential impact on supply disruption for branded products.

Business continuity plans are in place throughout the Company and major sites are

routinely and independently assessed towards achievement of a highly protected site

status.

• The successful integration into the Company of businesses acquired with non-controlling

interests through recent acquisitions.

The Company will seek to exercise management control and/or purchase the outstanding

shares in a business with non-controlling interests at the appropriate time, thereby

ensuring continuity of key management and the achievement of the strategic goals for

that business. A dedicated project team is assembled to integrate the businesses and,

where appropriate, to quickly divest non-core businesses.

• Key senior management leave the Company, or management turnover increases

significantly.

The Company structures its reward programme to attract and retain the best people. The

formal succession planning process continues to evolve with plans being reviewed and

updated regularly for key positions and individuals.

• Non-delivery of expected benefits from the Company ERP programme.

A strong and independent governance structure has been put in place. This should ensure

that achievement of agreed milestones and key objectives are tracked and followed up

appropriately. Senior business employees are appointed to lead the team to achieve the

stated business benefits.

• The combination of the Company’s strategic reorganisation, and the systems and

operational changes, could result in sub-optimal implementations and reduced focus due

to conflicting demands for management attention.

A senior programme leader reporting directly to the CEO will ensure proper clarity and

documentation of the new operating model as well as alignment and co-ordination

between the programme workstreams.

15

• Information technology systems may be disrupted or may fail, interfering with the

Company’s ability to conduct its business.

The Company has disaster recovery plans in place which are tested periodically. It also

invests in security measures and anti-virus software to safeguard against this threat.

• Product quality failures could potentially result in the undermining of consumer

confidence in the Company’s products and brands.

• Regulatory decisions and changes in the legal and regulatory environment could limit

business activities.

Environmental, Social and Governance (ESG) Risks.

Another group of risks concerns the reputation of the Company and its brands, but is reduced by

the fact that the Company and its brands are not necessarily connected in the mind of consumers.

Risks from the perspective of ESG matters are discussed in the Report of the Directors, in the

Annual Report and Financial Statements of the Company 2017, attached to this Report as Exhibit

B. These should be read in conjunction with the Company’s annual Sustainability Reports

(available on the Company’s website, www.rb.com) which address a number of potentially

reputation-affecting ESG matters such as employee health and safety at work and how the

Company is addressing such matters, and which are independently assured.

The Company has a full set of policies, programs and control arrangement building on its central

Code of Business Conduct, that address a full range of ESG matters and reputational risks. The

Code itself is currently the subject of a comprehensive internal training and awareness program

and is covered by an annual review and certification process carried out by Internal Audit and the

Legal Department. The Board holds a formal review of ESG matters at least annually.

Financial Risks.

The Company’s policies and procedures on the management of financial risk are explained in

detail in the Annual Report and Financial Statements of the Company 2017 attached to this Report

as Exhibit B (and available on-line at www.rb.com) or by contacting the Company at the address

listed on the first page of this Report. The Company has a number of risk exposures in relation to

tax, treasury, financial controls and reporting that are actively managed through the Company’s

financial manual of policies and procedures, through regular reviews and controls, and through

regular auditing, both internal and external.

Foreign Exchange Risk.

The Company publishes its financial statements in Sterling but conducts business in many

foreign currencies. As a result, it is subject to foreign currency exchange risk due to the effects

that exchange rate movements have on the translation of the results and the underlying net assets

of its foreign subsidiaries.

The Company’s policy is to align interest costs and operating profit of its major currencies in

order to provide some protection against the translation exposure on foreign currency profits

16

after tax. The Company may undertake borrowings and other hedging methods in the currencies

of the countries where most of its assets are located.

For transactions, it is the Company’s policy to monitor and, only where appropriate, hedge its

foreign currency transaction exposures. These transaction exposures arise mainly from foreign

currency receipts and payments for goods and services, and from the remittance of foreign

currency dividends and loans. The local business units enter into forward foreign exchange

contracts with Group Treasury to manage these exposures, where practical and allowed by local

regulations. Group Treasury manages the Company exposures, and hedges the net position where

possible, using spot and forward foreign currency exchange contracts.

Trading Risks.

There is not a public market for the Company's common stock in the U.S., and the Company does

not anticipate registering its common stock with the U.S. Securities and Exchange Commission or

listing its common stock on a U.S. stock exchange. Any shares of the Company's common stock

issued upon exercise of a Company stock option are deemed to be "restricted securities" under

Rule 701 of the Securities Act of 1933, as amended, are not immediately freely tradable in the

U.S.. The process involved in acquiring Share certificates and arranging to sell them on the

London Stock Exchange can be time-consuming, which may expose Participants to the risk that

the Shares may decline in value while a sale transaction is pending. The arrangements that Reckitt

Benckiser Inc. has made with Merrill Lynch to assist U.S. Participants in disposing of Shares they

acquire under the Plans may lessen this risk but cannot eliminate it. In addition, because the Shares

are traded in Pounds Sterling, U.S. holders of Shares will be subject to the risk of adverse

fluctuations in the exchange rate between the U.S. dollar and the British Pound.

Tax Risks.

Options granted under certain of the Plans may not satisfy the requirements to avoid being

treated as deferred compensation under Section 409A of the Internal Revenue Code. If Options

are treated as deferred compensation under Section 409A, they will fail to satisfy the

requirements for payments of deferred compensation under Section 409A, which could result in

immediate taxation to Participants upon vesting of the Options. See, TAX IMPLICATIONS

FOR UNITED STATES CITIZENS AND RESIDENTS, below.

Other Risks.

Other risks identified by the Directors, including but not limited to compliance and routine risks, are

more fully described in the Annual Report and Financial Statements of the Company 2017 attached

to this Report as Exhibit B (and available on-line at www.rb.com)

TAX IMPLICATIONS FOR UNITED STATES CITIZENS AND RESIDENTS

Internal Revenue Service Circular 230 Notice. To ensure compliance with Internal Revenue

Service Circular 230, prospective investors are hereby notified that: (a) any discussion of

federal tax issues contained or referred to in this Report is not intended or written to be used,

and cannot be used, by prospective investors for the purpose of avoiding penalties that may

be imposed on them under the Internal Revenue Code; (b) such discussion is written in

connection with the promotion or marketing of the transactions or matters addressed herein;

17

and (c) prospective investors should seek advice based on their particular circumstances

from an independent tax advisor.

The following is a summary of the material U.S. federal income tax consequences of the

acquisition, ownership and disposition of Options and Shares by a Participant who is a citizen or

resident of the United States for U.S. federal income tax purposes (a “U.S. Owner”) who will hold

the Options and Shares as capital assets. This discussion does not cover all aspects of U.S. federal

income taxation that may be relevant to, or the actual tax effect that any of the matters described

will have on, any particular U.S. Owner, and does not address state, local, foreign or other tax

laws. The summary is based on the tax laws of the United States, including the Internal Revenue

Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations

thereunder, published rulings and court decisions, as well as on the income tax treaty between the

United States and United Kingdom (the "Treaty"), all as in effect in April 2011 and all subject to

change at any time, perhaps with retroactive effect.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW

IS FOR GENERAL INFORMATION ONLY. ALL U.S. OWNERS SHOULD CONSULT

THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO

THEM OF OWNING OPTIONS AND SHARES, INCLUDING THEIR ELIGIBILITY FOR THE

BENEFITS OF THE TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL,

FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Grant and Exercise of Options

Grant of Options. Subject to the discussion below of Section 409A of the Code, there generally

are no tax consequences to a U.S. Owner upon the receipt of a grant of Options or the subsequent

holding or vesting of Options.

Exercising the Options. The tax consequences of exercising Options will depend on whether the

Options are considered incentive stock options ("ISOs") or nonqualified options ("NQOs"). In

order to be an ISO, an Option must:

• Be granted under a plan which includes the aggregate number of shares which may be

issued under Options and the employees (or classes of employees) eligible to receive

Options, and which is approved by shareholders of the Company within twelve months

before or after the date the plan is adopted.

• Be granted within ten years from the earlier of the date the plan is adopted or is approved

by the shareholders.

• By its terms not be exercisable after the expiration of ten years from the date of grant.

• Have an exercise price that is not less than the fair market value of a Share at the time the

Option is granted.

• Not be transferable by the U.S. Owner other than by will or the laws of descent and

distribution and be exercisable, during the life of the U.S. Owner, only by the U.S.

Owner.

18

If the Plan under which an Option is granted and the terms of the Option itself meet the foregoing

requirements, the Option will qualify as an ISO for federal income tax purposes unless the Option

agreement specifies that the Option is not an ISO. In this regard, U.S. Owners should note that the

exercise price for Options issued under the Plans is determined based on the average of the closing

middle market quotations of a Share on the London Stock Exchange over the five-day period

immediately preceding the date of grant of the Option. This method does not satisfy the safe-

harbor method of valuing publicly-traded stock set forth in Internal Revenue Service guidance.

Moreover, although section 422(c) of the Code provides that the exercise price of an option will

be deemed to satisfy the fair market value requirement if there was a good faith attempt to meet

such requirement, there is no definitive guidance that relying on an average selling price formula

such as that used in the Plans constitutes a reasonable good faith attempt to determine the fair

market value of the stock on the date of grant. Accordingly, there can be no assurance that Options

granted under the Plans qualify as ISOs.

ISOs can be granted only to employees of the Company, and will cease to qualify for ISO treatment

if the employee does not exercise the Option within three months after employment is terminated.

If the aggregate fair market value of Shares with respect to which ISOs are exercisable for the first

time by any U.S. Owner during any calendar year exceeds $100,000, the excess amount of such

Options will not qualify as ISOs.

There generally are no tax consequences to the U.S. Owner of an ISO upon exercise of the ISO.

The difference between the Exercise Price and the fair market value of the Shares on the date of

exercise will be an adjustment for alternative minimum tax (“AMT”) purposes. This may cause

certain taxpayers to be subject to the AMT in the year of exercise of the Options.

Subject to the discussion below regarding Section 409A of the Code, upon exercise of an Option

that is an NQO, the U.S. Owner generally will recognize ordinary income in an amount equal to

the difference between the Exercise Price of the Option and the fair market value of the Shares on

the date of exercise. If the Shares are not transferable and are subject to a substantial risk of

forfeiture, however, the U.S. Owner will not recognize ordinary income until the Shares become

transferable or the risk of forfeiture lapses, whichever occurs first. At that time, the amount of

ordinary income recognized will be equal to the difference between the Exercise Price of the

Option and the fair market value of the Shares on the date they become transferable or cease to be

subject to the risk of forfeiture.

There are no restrictions imposed under the Plans on the receipt or sale of Shares received upon

exercise of an Option, and the Shares are transferable upon receipt. Accordingly, U.S. Owners

will recognize ordinary income upon exercise of an NQO.

Grant of Shares

Under the Plans, the Company may make Conditional Awards of the right to receive Shares upon

vesting of the Award. Recipients of a Conditional Award have no rights with respect to any Shares

and no Shares will be issued to them until the conditions specified in the Award are satisfied.

19

U.S. Owners will be subject to tax at the time the Conditional Award vests (i.e., the conditions

specified in the Award are satisfied). The U.S. Owner will recognize ordinary income in an

amount equal to the fair market value of the Shares on that date. U.S. Owners may, in the

alternative, make an election under section 83(b) of the Code to include the fair market value of

the Shares as ordinary income on the date the Conditional Award is granted. If the U.S. Owner

makes a section 83(b) election, no loss deduction may be claimed if the U.S. Owner later forfeits

the shares. U.S. Owners should discuss the risks and benefits of a section 83(b) election with their

tax advisors.

Section 409A

Section 409A of the Code provides special rules relating to deferred compensation. Under Section

409A, if a deferred compensation plan does not meet the requirements of Section 409A or is not

operated in accordance with those requirements, any compensation deferred under that plan will

immediately be includable in gross income to the extent not subject to a substantial risk of

forfeiture. If the compensation required to be included under Section 409A was deferred in an

earlier year, the person including the deferred compensation in income will be subject to an interest

charge and an additional tax equal to twenty percent of such compensation.

Treasury Regulations issued under Section 409A provide that options to purchase stock may result

in a deferral of compensation subject to the requirements of Section 409A unless, among other

things, the exercise price of the option may never be less than the fair market value of the

underlying stock on the date of grant and the option does not include a feature for the deferral of

compensation other than the deferral of recognition of income until the later of the exercise or

disposition of the option and the time the stock acquired pursuant to the option is not subject to a

substantial risk of forfeiture or becomes freely transferable. Options that are ISOs are deemed to

satisfy the requirements of Section 409A and do not result in a deferral of compensation.

Market Value Options are granted under the Plans using a formula which determines the fair

market value of the Shares on the date of grant to be equal to the average of the middle market

quotations of a Share on the London Stock Exchange over the five days immediately preceding

the date of grant. The Treasury Regulations issued under Section 409A permit the fair market

value of stock to be determined based on the average selling price of the stock over a specified

period of not more than thirty days before and after the grant date, provided that the average selling

price is either (i) the arithmetic mean of such prices over the specified period on all trading days

during the specified period, or (ii) the average of such prices over the specified period weighted

based on the volume of trading of the stock on each trading day during the specified period. This

method of determining the fair market value of the Shares on the date of grant does not ensure that

the exercise price of Options will not be less than the fair market value of the Shares on the date

of grant for purposes of Section 409A. If Market Value Options are determined to have an exercise

price that is less than the fair market value of the Shares on the date of grant, they will be treated

as deferred compensation under section 409A. Such Options would not satisfy the requirements

for payment of deferred compensation under Section 409A because they do not state a specified

payment date (i.e., date on which the Options must be exercised). Accordingly, there is a risk that

the Options could be taxable to Participants at the time they cease to be subject to a substantial risk

of forfeiture (i.e., vest).

20

Under Section 409A, the right to receive an amount equal to all or part of the dividends or other

distributions declared and paid on the number of shares underlying an option between the date of

grant and the date of exercise of the option constitutes an offset to the purchase price of the option

or an increase in the amount payable under Section 409A if it is contingent upon the exercise of

the option. The Plans provide that the Company may issue Conditional Awards (but not Market

Value Options) with the right to receive a payment equal to any dividends that were paid on the

number of Shares subject to the Award from the date of grant to the date of vesting of a Conditional

Award. A dividend right granted in connection with a Conditional Award will be treated as

deferred compensation paid to the U.S. Owner subject to Section 409A.

Ownership and Sale of Shares

Receipt of Dividends. Under the Treaty, the United States may tax dividends paid by the Company.

Dividends will be taxed as ordinary income upon receipt. For taxable years beginning before

January 1, 2011, certain dividends paid by foreign corporations are taxable to U.S. Owners at the

rate normally applicable to long-term capital gains, provided the foreign corporation qualifies for

the benefits of a comprehensive income tax treaty with the United States which meets certain

requirements, such as the Treaty, and the U.S. Owner satisfies certain holding requirements with

respect to the Shares. The Company believes that it qualifies for the benefits of the Treaty. U.S.

Owners should consult with their tax advisors to determine whether they are eligible to be taxed

at this favorable rate.

According to the Treaty, the dividends may also be taxed in the U.K., subject to a maximum tax

rate of 15%. Dividends paid in British Pounds will be included in income in a U.S. dollar amount

calculated by reference to the exchange rate in effect on the day the dividends are received by the

U.S. Owner, regardless of whether the British Pounds are converted into U.S. dollars on that date.

If dividends received in British Pounds are converted into U.S. dollars on the day they are received,

the U.S. Owner generally will not be required to recognize foreign currency gain or loss in respect

of the dividend income. A U.S. Owner may have foreign currency gain or loss if he does not

convert the amount of such dividend into U.S. dollars on the date of its receipt.

For U.S. federal income tax purposes, U.S. Owners will be treated as having received the amount

of U.K. taxes withheld in the U.K., and as then having paid over the withheld taxes to the U.K.

taxing authorities. As a result, the amount of dividend income included in gross income for U.S.

federal income tax purposes by a U.S. Owner may be greater than the amount of cash actually

received from the Company.

Subject to certain limitations, a U.S. Owner who pays U.K. income tax and is subject to U.S.

federal income tax on U.K. source income may claim a foreign tax credit against his U.S. federal

income tax liability for U.K. taxes withheld on dividend payments with respect to the Shares. U.S.

Owners who are eligible for the benefits of the Treaty will not be entitled to a foreign tax credit

for the amount of any U.K. taxes withheld in excess of the 15% maximum rate under the Treaty,

with respect to which the U.S. Owners can claim a refund from the U.K. taxing authorities. The

limitation on foreign taxes eligible for the credit is calculated separately with respect to specific

21

classes of income. The rules governing foreign tax credits are complex, and therefore U.S. Owners

should consult their tax advisors regarding the availability of foreign tax credits in their particular

circumstances. Instead of claiming a credit, U.S. Owners may deduct the U.K. taxes withheld in

computing their taxable income, subject to generally applicable limitations under U.S. law.

Selling the Shares. The tax consequences of selling the Shares will depend on whether the Option

is an ISO or an NQO. If the option is an ISO, the U.S. Owner will recognize capital gain to the

extent that the fair market value of the Shares on the date of sale exceeds the Exercise Price. The

capital gain will be long-term or short-term depending on the length of time that the U.S. Owner

held the Shares. The holding period of the Shares does not include the period of time that the

Option was held prior to exercise.

If the Option is an ISO and the Shares are sold within one year of the date the Option is exercised

or within two years of the date the Option was granted, the Option will cease to qualify for ISO

treatment. In that case, the U.S. Owner will recognize ordinary income at the time of the sale in an

amount equal to the difference between the Exercise Price of the Option and the fair market value

of the Shares on the date of exercise. If the fair market value of the Shares on the date of sale is

less than their fair market value on the date of exercise, however, the amount of ordinary income

recognized is the difference between the Exercise Price and the fair market value on the date of

sale. The U.S. Owner’s basis in the Shares will be equal to the Exercise Price paid plus the amount

of ordinary income recognized. The U.S. Owner will recognize capital gain to the extent that the

fair market value of the Shares on the date of sale exceeds the U.S. Owner’s basis. The capital

gain will be long-term or short-term depending on the length of time that the U.S. Owner held the

Shares. The holding period of the Shares does not include the period of time that the Option was

held prior to exercise.

If the option was an NQO, the U.S. Owner will recognize capital gain to the extent that the fair

market value of the Shares on the date of sale exceeds the U.S. Owner’s basis. The capital gain

will be long-term or short-term depending on the length of time that the U.S. Owner held the

Shares. The holding period of the Shares does not include the period of time that the Option was

held prior to exercise.

22

FINANCIAL STATEMENTS

Attached to this Report as part of Exhibit B are the Annual Report and Financial Statements 2017 of

Reckitt Benckiser Group plc which are also available on-line at www.rb.com or by contacting the

Company at the address listed on the first page of this Report. Also attached to this Report as

Exhibit C are the Q1 2018 Financial Results (unaudited) of Reckitt Benckiser Group plc.

THE GROUP FINANCIAL STATEMENTS OF RECKITT BENCKISER GROUP PLC

INCLUDED IN THE ATTACHED ANNUAL REPORTS AND FINANCIAL STATEMENTS

HAVE BEEN PREPARED IN ACCORDANCE WITH THE ENGLISH LANGUAGE VERSION

OF THE INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS") AS

ENDORSED BY THE EUROPEAN UNION AND THUS MAY NOT BE COMPARABLE TO

FINANCIAL STATEMENTS OF UNITED STATES COMPANIES PREPARED IN

ACCORDANCE WITH THE UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES. IFRS, AS ENDORSED BY THE EUROPEAN UNION, DIFFERS IN CERTAIN

RESPECTS FROM THE IFRS ISSUED BY THE INTERNATIONAL ACCOUNTING

STANDARDS BOARD. HOWEVER, THE COMPANY'S DIRECTORS BELIEVE THAT THE

GROUP FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH IFRS AS

ENDORSED BY THE EUROPEAN UNION WOULD BE NO DIFFERENT IF THE COMPANY

HAD APPLIED INTERNATIONAL FINANCIAL REPORTING STANDARDS ISSUED BY

THE INTERNATIONAL ACCOUNTING STANDARDS BOARD.

Exhibit A

Copies of the Plans

[see separate multiple documents labeled Exhibit A]

24

Exhibit B

Annual Report and Financial Statements 2017

http://annualreport2017.rb.com

25

Exhibit C

Q1 2018 Financial Results (unaudited)

https://www.rb.com/media/3401/q1-2018-trading-update.pdf