Exhibit 10.7


 


EXECUTION VERSION


 


Amended and Restated


Issue and Paying Agency


Agreement 


 


between


 


RENTOKIL INITIAL PLC


as Issuer


 


and


 


HSBC BANK PLC


as Issue and Paying Agent


 


relating to


 


a £1,000,000,000 Euro-Commercial
Paper Programme


  


	Simmons &
    Simmons LLP

    Citypoint, 1 Ropemaker Street

    London, EC2Y 9SS

    United Kingdom	T
    +44 207 628 2020

    F +44 207 628 2070	 


 






     


     


    

 





CONTENTS


 


	1.	DEFINITIONS	1
	2.	APPOINTMENT OF THE AGENT	3
	3.	ISSUE OF NOTES	4
	4.	ISSUE OF REPLACEMENT NOTES	6
	5.	PAYMENT	7
	6.	INSUFFICIENT PAYMENT	8
	7.	WITHHOLDING TAX	9
	8.	INFORMATION COLLECTION	10
	9.	INFORMATION REPORTING AND SHARING	10
	10.	CANCELLATION, DESTRUCTION AND RECORDS	10
	11.	DOCUMENTS	11
	12.	INDEMNITY	11
	13.	GENERAL	12
	14.	CHANGES IN AGENTS	14
	15.	COMMISSIONS, FEES AND EXPENSES	15
	16.	NOTICES	15
	17.	INCREASE IN THE MAXIMUM AMOUNT OF THE PROGRAMME	16
	18.	AMENDMENTS AND COUNTERPARTS	16
	19.	ENTIRE AGREEMENT	16
	20.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	17
	21.	GOVERNING LAW	17
	22.	ENFORCEMENT	17
	Schedule 1
    FORM OF MULTICURRENCY BEARER PERMANENT GLOBAL NOTE	19
	Schedule 2
    FORM OF MULTICURRENCY DEFINITIVE NOTE	28
	Schedule 3 FORM OF CONFIRMATION TO ISSUE
    AND PAYING AGENT	37


 






    i


     


    

 





THIS AGREEMENT is
dated 11 October 2021 and made


 


BETWEEN:


 


		(1)	RENTOKIL
                                            INITIAL PLC, (the “Issuer”), registered in England and Wales as
                                            company number 05393279 and having its registered office at Compass House, Manor Royal, Crawley,
                                            West Sussex, RH10 9PY, United Kingdom; and



 


		(2)	HSBC
                                            BANK PLC, (the “Issue and Paying Agent”), registered in England
                                            and Wales as company number 00014259 and having its registered office at 8 Canada Square,
                                            London E14 5HQ, United Kingdom.



 


BACKGROUND:


 


		(A)	The
                                            parties hereto entered into an agency agreement on 27 March 2020 (the “Original
                                            Issue and Paying Agency Agreement”) in respect of a £1,000,000,000 Euro-Commercial
                                            Paper Programme for the issue of Notes (as defined below) (the “Programme”)
                                            of the Issuer.



 


		(B)	The
                                            parties hereto have agreed to make certain modifications to the Original Issue and Paying
                                            Agency Agreement as set forth in this amended and restated agency agreement (the “Issue
                                            and Paying Agency Agreement” or the “Agreement”).



 


		(C)	Each
                                            Note will be substantially in one of the forms set out in the Schedules hereto.



 


		(D)	This
                                            Agreement amends and restates the Original Issue and Paying Agency Agreement. Any Notes issued
                                            under the Programme on or after the date hereof shall have the benefit of this Agreement.
                                            This does not affect any Notes issued under the Programme prior to the date of this Agreement
                                            or any Notes issued on or after the date of this Agreement which are to be consolidated and
                                            form a single series with the Notes of any series issued prior to the date of this Agreement.
                                            Subject to such amendment and restatement, the Original Issue and Paying Agency Agreement
                                            shall continue in full force and effect in respect of Notes issued prior to the date of this
                                            Agreement.



 


1.       DEFINITIONS


 


		1.1	All
                                            terms defined in the Dealer Agreement shall, unless the context otherwise requires, have
                                            the same meanings mutatis mutandis where used herein.



 


		1.2	References
                                            herein to the Dealer Agreement shall mean the amended and restated Dealer Agreement dated
                                            11 October 2021 between the Issuer, the Arranger and the Dealers as the same may be supplemented,
                                            amended, restated or replaced from time to time. The term “Dealers” shall
                                            include any dealer thereunder and the term “Notes” shall include any notes
                                            issued thereunder and to the extent the context so requires other terms defined under the
                                            Dealer Agreement in relation thereto shall have the corresponding meaning mutatis mutandis
                                            in relation to the Dealer Agreement.



 


		1.3	References
                                            in this Issue and Paying Agency Agreement to the face amount of any Note shall be deemed
                                            to include any additional amounts which may become payable in respect thereof pursuant to
                                            the terms of such Note.



 


“Agent”
means the Issue and Paying Agent and any successor or additional agent appointed by the Issuer in accordance with Clause 14.


 






    1


     


    

 





“Applicable
Law” means any law or regulation including, but not limited to (i) any statute or regulation; (ii) any rule or practice of
any Authority by which any Party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and
(iv) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.


 


“Authority”
means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction.


 


“Business Day”
has the meaning provided in Schedule 1.


 


“Clearing
System” means Euroclear and Clearstream or any other relevant clearing system from time to time agreed between the Issuer,
the relevant Dealer and the Issue and Paying Agent or Paying Agent that complies, as of the relevant issue date in respect of any Notes.


 


“Clearstream”
means Clearstream Banking S.A.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Deed
of Covenant” means the deed of covenant dated 11 October 2021 entered into by the Issuer in favour of certain holders of Notes.


 


“Definitive
Note” means a security printed bearer Note in definitive form substantially in the form set out in Schedule 2.


 


“euro”
means the single currency of those member states of the European Union participating in the third stage of European economic and monetary
union.


 


“Euroclear”
means Euroclear Bank SA/NV.


 


“FATCA”
means Sections 1471 to 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, an IGA or an
agreement described in Section 1471(b) of the Code.


 


“FATCA
Withholding” means any withholding or deduction required pursuant to FATCA or required pursuant to an agreement described in
Section 1471(b) of the Code.


 


“FFI” means
a foreign financial institution for the purposes of FATCA.


 


“Global
Note” means a bearer Note in global form which may be issued by the Issuer from time to time pursuant to this Agreement.


 


“IGA”
means an intergovernmental agreement between the United States and another jurisdiction to improve tax compliance and to implement FATCA.


 


“Issue
Date” means in respect of any Note, the date for the issue and purchase of such Note.


 


“local
time” means, in relation to any payment, the time in the city in which the relevant Agent or the relevant branch or office
thereof is located.


 


“London
Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for general business in London.


 






    2


     


    

 





“Maximum
Amount” means, £1,000,000,000 or the equivalent amount denominated in any currency other than euro, as may be increased
from time to time pursuant to the Dealer Agreement.


 


“Maturity Date”
means, in relation to any Note, the last day of the Tenor thereof.


 


“Note”
means a bearer note issued by the Issuer and purchased or to be purchased by a Dealer under the Dealer Agreement, in definitive or global
form, substantially in the relevant form scheduled hereto or such other form as may be agreed from time to time between the Issuer and
the Issue and Paying Agent.


 


“Participating
FFI” means a FFI that has agreed to comply with the terms of an FFI agreement for the purposes of FATCA (or is otherwise deemed
to be compliant).


 


“Payment Business
Day” has the meaning provided in Schedule 1.


 


“TARGET
Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (“TARGET”)
System, or any successor thereto, is open.


 


“Tax”
means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or on behalf of any Authority having power to tax.


 


“Tenor”
means in relation to any Note, the period from its Issue Date to its Maturity Date being a period of days of not less than one nor more
than 364 days.


 


		1.4	Headings
                                            shall be ignored in construing this Agreement.



 


		1.5	References
                                            in this Agreement to this Agreement or any other document are to this Agreement or those
                                            documents as amended, supplemented or replaced from time to time in relation to the Programme
                                            and include any document which amends, supplements or replaces them.



 


		1.6	The
                                            Schedules are part of this Agreement and have effect accordingly and terms defined therein
                                            and not in the main body of this Agreement shall have the meaning given to them therein.



 


		1.7	References
                                            in this Agreement to Euroclear and/or Clearstream shall, as the context so permits, be deemed
                                            to include reference to any additional or alternative clearing system approved by the Issuer
                                            and the Issue and Paying Agent.



 


		1.8	Words
                                            denoting the singular shall include the plural and vice versa.



 


		1.9	No
                                            Other Regulated Activity: The Issue and Paying Agent is authorised by the Prudential
                                            Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority
                                            and PRA. Nothing in this Agreement shall require the Issue and Paying Agent to carry on an
                                            activity of the kind specified by any provision of Part II (other than article 5 (accepting
                                            deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001,
                                            or to lend money to the Issuer.



 


		2.	APPOINTMENT
                                            OF THE AGENT



 


		2.1	The
                                            Issuer hereby appoints the Issue and Paying Agent as issuing agent for the Notes and as its
                                            agent for making payments in respect of the Notes in accordance with the provisions hereof
                                            and of the Notes. The Issue and Paying Agent accepts such appointments.



 






    3


     


    

 





		2.2	The
                                            Issuer agrees that Notes may be completed, issued, authenticated, delivered, kept and generally
                                            handled by the Issue and Paying Agent on the instructions of the Issuer in the manner contemplated
                                            by this Agreement.



 


		2.3	The
                                            Agent shall be entitled to deal with money paid to it by the Issuer for the purposes of the
                                            appointment in the same manner as other money paid to a banker by its customers except: (a)
                                            that it shall not exercise any right of set-off, lien or similar claim in respect of the
                                            money; (b) that it shall not be liable to account to the Issuer for any interest or other
                                            amounts in respect of the money; and (c) money held by it need not be segregated except as
                                            required by law.



 


		2.4	Nothing
                                            in this Issue and Paying Agency Agreement shall require the Agents to assume an obligation
                                            of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency
                                            rules (or equivalent rules of any other competent authority besides the Prudential Regulation
                                            Authority and the Financial Conduct Authority).



 


		2.5	The
                                            Agent shall be obliged to perform such duties and only such duties as are expressly set out
                                            in this Issue and Paying Agency Agreement and no implied duties or obligations of any kind
                                            (including without limitation duties or obligations of a fiduciary or equitable nature) shall
                                            be read into this Issue and Paying Agency Agreement against the Agents.



 


		2.6	The
                                            obligations of the Agents under this Issue and Paying Agency Agreement shall be several and
                                            not joint.



 


		2.7	The
                                            Issue and Paying Agent acknowledges and agrees that it shall be named as Calculation Agent
                                            in respect of each series of floating rate Notes unless the Issue and Paying Agent notifies
                                            the Issuer that it is unable to act as Calculation Agent in respect of a particular series
                                            of floating rate Notes at least two London Business Days after receipt by it of the relevant
                                            confirmation notice.



 


		3.	ISSUE
                                            OF NOTES



 


		3.1	Each
                                            Note issued hereunder:



 






    4


     


    

 





		(A)	may
                                            be initially represented by a Global Note exchangeable in accordance with its terms for Definitive
                                            Notes following the Issuer's instructions to the Issue and Paying Agent given by the Issuer
                                            in connection with that issue of Notes;



 


		(B)	shall
                                            be substantially in the form set out in Schedule 1 or Schedule 2, respectively;



 


		(C)	shall
                                            be executed manually or by facsimile on behalf of the Issuer; and



 


		(D)	shall
                                            be manually authenticated by an authorised signatory of the Issue and Paying Agent.



 


		3.2	The
                                            Issuer may use and shall be bound by the manual or facsimile signature on any Note of any
                                            person who on the date of the preparation or printing of such Note was duly authorised to
                                            execute such Note notwithstanding that at the date of issue of the relevant Note such person
                                            may for any reason cease to be so authorised and Notes so executed and authenticated shall
                                            upon issue nevertheless be valid, binding and enforceable obligations of the Issuer. The
                                            Issuer may change the name(s) of the person(s) whose manual or facsimile signature(s) are
                                            to be used on any Note to bind the Issuer by delivering to the Issue and Paying Agent, no
                                            later than 15 days before the first date on which there is to be issued any Note in respect
                                            of which such replacement manual or facsimile signature(s) is to be used, a copy of such
                                            replacement signature(s) in such form as the Issue and Paying Agent may require.



 


		3.3	The
                                            Issuer shall, no later than 2:00 p.m. (London time) or such later time as may be agreed between
                                            the Issuer and the Issue and Paying Agent on the day falling two London Business Days prior
                                            to any Issue Date or, in the case of Notes denominated in euro, Sterling, Canadian dollars,
                                            Swiss francs or U.S. Dollars, no later than 10:00 a.m. (London time) on the day falling one
                                            London Business Day prior to any Issue Date, notify the Issue and Paying Agent by electronic
                                            communication, authenticated SWIFT message or any other method acceptable to the Issue and
                                            Paying Agent and shall specify (in substantially the form of the confirmation set out in
                                            Schedule 3):



 


		(A)	the
                                            total principal amount and currency of the Notes to be issued;



 


		(B)	the
                                            Tenor of such Notes;



 


		(C)	the
                                            Issue Date of such Notes (which is to be a London Business Day);



 


		(D)	the
                                            Maturity Date of such Notes; and



 


		(E)	other
                                            details which the Issue and Paying Agent may reasonably require,



 


such notification shall be
irrevocable.


 


		3.4	The
                                            receipt of the details specified in Clause 3.3 from the Issuer shall be sufficient authority
                                            for the Issue and Paying Agent:



 


		(A)	to
                                            complete the relevant Global Note or, should the Notes be represented by Definitive Notes,
                                            the Definitive Notes in the specified principal amount by inserting in the appropriate places
                                            on the face thereof:



 


		(1)	the
                                            serial number;



 


		(2)	the
                                            Maturity Date;



 






    5


     


    

 





		(3)	the
                                            Issue Date; and



 


		(4)	the
                                            principal amount and currency;



 


		(B)	to
                                            authenticate such Notes in accordance with Clause 3.1; and



 


		(C)	to
                                            deliver such Notes on behalf of the Issuer in accordance with Clause 3.6.



 


		3.5	On
                                            or before the relevant Issue Date, the Issue and Paying Agent shall arrange for each Note
                                            to be duly signed by an authorised signatory. The Issue and Paying Agent shall be entitled
                                            to treat a communication from a person purporting to be an authorised representative of the
                                            Issuer named in the list of authorised representatives delivered to the Issue and Paying
                                            Agent by the Issuer from time to time as sufficient instructions and authority of the Issuer.



 


		3.6	Against
                                            payment of the purchase price to the Issue and Paying Agent by the relevant Dealer in respect
                                            of any Notes to be subscribed by such Dealer (except where such Dealer is the Issuer), the
                                            Issue and Paying Agent will deliver the relevant Global Note or, if Definitive Notes are
                                            issued, Definitive Notes in accordance with instructions received by it from such Dealer.
                                            The Issue and Paying Agent shall remit the proceeds of the purchase price in respect of any
                                            Notes received by it hereunder to such account or accounts of the Issuer in the principal
                                            financial centre of the currency concerned (being in the case of euro, a principal financial
                                            centre in Europe where the Issuer maintains its euro account). Such account information will
                                            be specified from time to time by the Issuer three London Business Days prior to any such
                                            payment being made.



 


		3.7	Subject
                                            to Clause 3.6, the Issue and Paying Agent shall on receipt of the notification referred to
                                            in Clause 3.3 deliver the relevant Global Note or, if Definitive Notes are issued, Definitive
                                            Notes as applicable in accordance with instructions received by it from the Dealer in each
                                            case not later than the time specified by the relevant depositary, Clearing System or the
                                            Dealer in accordance with its normal procedures.



 


		3.8	For
                                            all Global Notes delivered to depositaries under Clauses 3.6 and 3.7, instructions shall
                                            be given to the relevant Clearing System to credit the underlying Notes represented by the
                                            relevant Global Note to the Issue and Paying Agent's distribution account with the relevant
                                            Clearing System. Save where otherwise agreed between the Issuer and the relevant Dealer,
                                            each Note credited to the Issue and Paying Agent's distribution account following the delivery
                                            of a Global Note to a depositary in accordance with Clauses 3.6 and 3.7 shall be held to
                                            the order of the Issuer, pending delivery to the relevant subscriber on a delivery against
                                            payment basis in accordance with the normal procedures of the Clearing System.



 


		3.9	The
                                            Issuer shall ensure that the Issue and Paying Agent shall at all times have available to
                                            it a sufficient supply of duly executed but unauthenticated blank Notes (in both global form
                                            and, should the Notes be represented by Definitive Notes, in definitive form) for the purpose
                                            of issue hereunder and if the Issue and Paying Agent does not have a sufficient supply as
                                            aforesaid it shall immediately notify the Issuer.



 


		4.	ISSUE
                                            OF REPLACEMENT NOTES



 


		4.1	The
                                            Issue and Paying Agent shall issue and authenticate any replacement Notes in place of Notes
                                            which have been lost, stolen, mutilated, defaced or destroyed. The Issuer shall provide the
                                            Issue and Paying Agent with sufficient executed but uncompleted and unauthenticated Notes
                                            for such purpose.



 






    6


     


    

 





		4.2	The
                                            Issue and Paying Agent shall endeavour to obtain verification, in the case of an allegedly
                                            lost, stolen or destroyed Note in respect of which the serial number is known, that the Note
                                            has not previously been redeemed or paid. The Issue and Paying Agent shall not issue, complete
                                            or authenticate any replacement Note unless and until the applicant therefor shall have:



 


		(A)	paid
                                            such costs as may be incurred by the Issuer and/or the Issue and Paying Agent;



 


		(B)	furnished
                                            the Issuer and the Issue and Paying Agent with the serial number and denomination of any
                                            Note lost or stolen and with such evidence and indemnity as the Issuer and Issue and Paying
                                            Agent may require; and



 


		(C)	surrendered
                                            any mutilated or defaced Notes.



 


Replacement
Notes shall be delivered to a recognised clearing system for credit to such account with such clearing system as the applicant may require
or, at the option and expense of such applicant, in such other manner as such applicant may direct.


 


		4.3	The
                                            Issue and Paying Agent shall cancel any mutilated or defaced Notes replaced and shall (unless
                                            otherwise instructed in writing by the Issuer), destroy the same and shall inform the Issuer
                                            of the denomination (if appropriate), the total principal amount (in the case of the Global
                                            Notes), serial numbers, Issue Dates and Maturity Dates of any replacement Notes issued and
                                            the denomination (if appropriate), Issue Dates and Maturity Dates of the replaced Notes and
                                            of the dates of their cancellation and destruction.



 


		5.	PAYMENT



 


		5.1	The
                                            Issuer will (in immediately available, freely transferable funds):



 


		(A)	before
                                            10.00 a.m. (London time) on each date on which any payment in euro in respect of any Note
                                            becomes due, transfer to an account specified by the Issue and Paying Agent such amount in
                                            euro as shall be sufficient for the purpose of such payment in funds settled through TARGET2;



 


		(B)	before
                                            10.00 a.m. (local time in the relevant principal financial centre of the country of the relevant
                                            payment) on each date on which any payment in Sterling, Canadian dollars, Swiss francs or
                                            U.S. Dollars respect of any Note becomes due, transfer to an account specified by the Issue
                                            and Paying Agent the amount in such currency as shall be sufficient for the purpose of such
                                            payment in funds settled through such payment system as the Issue and Paying Agent and the
                                            Issuer may agree;



 


		(C)	before
                                            10.00 a.m. (local time in the relevant principal financial centre of the country of the relevant
                                            currency) one Business Day prior to each date on which any payment in Japanese Yen or any
                                            other currency (other than euro, Sterling, Canadian dollars, Swiss francs or U.S. Dollars)
                                            in respect of any Notes becomes due, transfer to an account specified by the Issue and Paying
                                            Agent the amount in such currency as shall be sufficient for the purpose of such payment
                                            in funds settled through such payment system as the Issue and Paying Agent and the Issuer
                                            may agree.



 


		5.2	The
                                            Issuer shall ensure that by no later than the time as specified in Schedule 1 for the payment
                                            instruction to be given to the Issue and Paying Agent, the Issue and Paying Agent shall receive
                                            a copy of an irrevocable payment instruction to or a payment confirmation from the paying
                                            bank of the Issuer.



 






    7


     


    

 





		5.3	Subject
                                            to receipt of payment from the Issuer pursuant to Clause 5.1, the Issue and Paying Agent
                                            will act as paying agent of the Issuer and pay or cause to be paid on behalf of the Issuer
                                            on and after the due date for payment the amounts due to be paid on presentation of the Notes.



 


		5.4	The
                                            Issue and Paying Agent shall forthwith notify by fax or email each of the other Agents and
                                            the Issuer if it has not received the confirmation referred to in Clause 5.2 by the time
                                            specified for its receipt, unless it is satisfied that it will receive the amount referred
                                            to in Clause 5.1.



 


		5.5	If
                                            the Issue and Paying Agent pays an amount (an “Advance”) to the Issuer
                                            on the basis that a payment has been, or will be, received from a Dealer and if the payment
                                            has not been, or is not, received by the Issue and Paying Agent on the date the Issue and
                                            Paying Agent pays the Issuer, the Issuer shall repay to the Issue and Paying Agent the Advance
                                            (unless prior to this repayment the payment is received by the Issue and Paying Agent) and
                                            shall pay interest thereon at such rate as the Issue and Paying Agent shall specify as its
                                            cost of funds from time to time for the currency in which the Notes are denominated (which
                                            rate shall be notified to the Issuer, together with evidence of the basis for calculation)
                                            until the earlier of repayment in full of the Advance and receipt in full by the Issue and
                                            Paying Agent of the payment (or payment to the Issue and Paying Agent of a sum equal to the
                                            amount of the Advance). For the avoidance of doubt, the Issue and Paying Agent shall not
                                            be obliged to pay any amount to or for the Issuer if it has not received satisfactory confirmation
                                            that it is to receive that amount.



 


		5.6	If
                                            on presentation by a holder of a Note the full amount due for payment is not paid, the Issue
                                            and Paying Agent to whom the Note is presented shall procure that such Note is enfaced with
                                            a memorandum of the amount and date of the part payment that has been made.



 


		5.7	Sums
                                            paid to the Issue and Paying Agent by the Issuer for the payment of any Note and not claimed
                                            by five Payment Business Days after the Maturity Date thereof shall be held by the Issue
                                            and Paying Agent. Any such sums remaining unclaimed at the end of 12 months from the relevant
                                            Maturity Date shall be repaid to the Issuer. The Issuer may request the repayment of any
                                            sums remaining unclaimed for more than one year after the Maturity Date of the Note to which
                                            they relate provided that arrangements satisfactory to the Issue and Paying Agent are agreed
                                            between it and the Issuer to ensure that any note presented after such repayment is paid
                                            upon its presentation.



 


		5.8	In
                                            respect of moneys paid to it hereunder, the Issue and Paying Agent:



 


		(A)	shall
                                            not be entitled to exercise any lien, right of set-off or similar claim;



 


		(B)	shall
                                            not be liable to any person for interest thereon except as otherwise agreed in writing; and



 


		(C)	shall
                                            not be required to segregate monies held by it except as required by law.



 


		6.	INSUFFICIENT
                                            PAYMENT



 


		6.1	If
                                            for any reason the Issue and Paying Agent considers in its sole discretion that the amounts
                                            to be received by it will be, or the amounts actually received by it are, insufficient to
                                            satisfy all claims in respect of all payments then falling due in respect of the Notes, the
                                            Issue and Paying Agent shall not be obliged to pay any such claims until the Issue and Paying
                                            Agent has received the full amount of all such payments.



 






    8


     


    

 





		6.2	If
                                            the Issue and Paying Agent has not received the full amount payable under any Note on its
                                            Maturity Date but receives, or is satisfied that it will receive, the full amount later,
                                            it may, in its sole discretion and in respect of which it is under no obligation, as paying
                                            agent of the Issuer pay on behalf of the Issuer on and after each due date for payment the
                                            amount due to be paid on presentation or surrender of the Notes in accordance with their
                                            terms.



 


		6.3	If
                                            at any time the Issue and Paying Agent makes a partial payment in respect of any Note presented
                                            to it, it shall, in the case of a Global Note or a Definitive Note, procure that a statement
                                            indicating the date and amount of such payment is written and stamped on the face of such
                                            Note and shall notify the Issuer of the amount paid.



 


		6.4	If
                                            the Issue and Paying Agent pays any amounts to the holders of Notes or to any other Agent
                                            at a time when it has not received payment in full in respect of the relevant Notes (the
                                            excess of the amounts so paid over the amounts so received being the “Shortfall”),
                                            the Issuer will upon demand, in addition to paying amounts due, pay to the Issue and Paying
                                            Agent on demand interest (at a rate which represents the Issue and Paying Agent's cost of
                                            funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt
                                            in full by the Issue and Paying Agent of the Shortfall.



 


		7.	WITHHOLDING
                                            TAX



 


		7.1	If
                                            any of the Issuer or the Issue and Paying Agent is, in respect of any payment in respect
                                            of the Notes, required to withhold or deduct any amount for or on account of any Taxes, the
                                            Issuer shall give written notice of that fact to the Issue and Paying Agent as soon as reasonably
                                            practicable after the Issuer becomes aware of the requirement to make the withholding or
                                            deduction and shall give to the Issue and Paying Agent such information as the Issue and
                                            Paying Agent shall reasonably require to enable it to assess and comply with the requirement.
                                            Until such time, the Issuer confirms that all payments made by the Issuer shall be made free
                                            and clear of and without withholding or deduction of any such amounts.



 


		7.2	Notwithstanding
                                            any other provision of this Agreement, the Issue and Paying Agent shall be entitled to make
                                            a deduction or withholding from any payment which it makes under this Issue and Paying Agency
                                            Agreement for or on account of any Tax, if and to the extent so required by Applicable Law,
                                            in which event the Issue and Paying Agent shall make such payment after such withholding
                                            or deduction has been made and shall account to the relevant Authority for the amount so
                                            withheld or deducted or, at its option, shall reasonably promptly after making such payment
                                            return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall
                                            so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding
                                            is a deduction or withholding which is deemed to be required by Applicable Law for the purposes
                                            of this Clause 7.2.



 


		7.3	Notwithstanding
                                            any other provision of this Agreement, the Issuer shall indemnify the Issue and Paying Agent
                                            against any liability or loss howsoever incurred in connection with the Issuer’s obligation
                                            to withhold or deduct an amount on account of tax, including, without limitation, FATCA.



 


		7.4	If,
                                            for any reason, the Issuer determines (acting reasonably) that it is required to deduct or
                                            withhold for or on account of any Tax required by Applicable Law in connection with any payment
                                            due to the Issue and Paying Agent on any Notes, then the Issuer will be entitled to re-direct
                                            or reorganise any such payment in any way that it sees fit in order that the payment may
                                            be made without such deduction or withholding provided that any such redirected or reorganised
                                            payment is made through a recognised institution of international standing and otherwise
                                            made in accordance with this Agreement. The Issuer will promptly notify the Issue and Paying
                                            Agent of any such redirection or reorganisation. The Issue and Paying Agent shall not be
                                            liable to any party for any loss or liability incurred by such party as a consequence of
                                            any re-direction or re-organisation by the Issuer.



 






    9


     


    

 


		7.5	The
                                            Issue and Paying Agent undertakes to inform the Issuer as soon as reasonably practicable
                                            if it fails to become, or ceases to be, a Participating FFI.



 


		8.	INFORMATION
                                            COLLECTION



 


If the
Issuer or the Agent is, in respect of any payment in respect of the Notes, required to withhold or deduct any amount for or on account
of any taxes, duties, assessments or governmental charges, the Issuer shall give written notice of that fact to the Agent as soon as
the Issuer becomes aware of the requirement to make the withholding or deduction and shall give to the Agent such information as the
Agent shall require to enable it to assess and comply with the requirement. Until such time, the Issuer confirms that all payments made
by or on behalf of the Issuer shall be made free and clear of and without withholding or deduction of any such amounts.


 


		9.	INFORMATION
                                            REPORTING AND SHARING



 


Each
party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and
other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other
party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes
aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect;
provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause to
the extent that:


 


		(A)	any
                                            such form, documentation or other information (or the information required to be provided
                                            on such form or documentation) is not reasonably available to such party and cannot be obtained
                                            by such party using reasonable efforts; or



 


		(B)	doing
                                            so would or might in the reasonable opinion of such party constitute a breach of any:



 


		(1)	Applicable
                                            Law;



 


		(2)	fiduciary
                                            duty; or



 


		(3)	duty
                                            of confidentiality.



 


		10.	CANCELLATION,
                                            DESTRUCTION AND RECORDS 



 


		10.1	Any
                                            Notes redeemed by the Issue and Paying Agent shall be cancelled by such Issue and Paying
                                            Agent.



 


		10.2	As
                                            soon as possible, and in any event within one month after the Maturity Date of any Note,
                                            the Issue and Paying Agent shall, upon receipt of the relevant disposal authorisation from
                                            the Clearing Systems and unless otherwise instructed by the Issuer, destroy the cancelled
                                            Notes in its possession and furnish to the Issuer, upon written request, a certificate stating
                                            (i) the aggregate principal amount of Notes which have been redeemed, cancelled and destroyed
                                            and (ii) the serial numbers of such Notes in numerical sequence.



 






    10


     


    

 





		10.3	The
                                            Issue and Paying Agent shall keep a full and complete record of all Notes and of their issue,
                                            replacement, redemption, cancellation, payment or destruction (as the case may be) and shall
                                            make such record available at all reasonable times to the Issuer.



 


		11.	DOCUMENTS



 


		11.1	The
                                            Issuer shall upon request provide to the Agents specimen Notes.



 


		11.2	The
                                            Issue and Paying Agent shall procure that, so long as any Note is outstanding, copies of
                                            this Issue and Paying Agency Agreement and the Deed of Covenant (i) are available for inspection
                                            by the holder of any Note during usual business hours at the specified office of the Issue
                                            and Paying Agent or (ii) may be provided by email to such holder requesting copies of such
                                            documents, subject to the Issue and Paying Agent being supplied by the Issuer with copies
                                            of such documents.



 


		11.3	Before
                                            the first issue of Notes, the Issuer shall supply to the Issue and Paying Agent confirmation
                                            that all condition precedent documents required to be delivered under the Dealer Agreement
                                            have been delivered.



 


		12.	INDEMNITY



 


		12.1	The
                                            Issuer undertakes to indemnify each Agent against all losses, liabilities, costs, claims,
                                            actions, demands or expenses (together, “Losses”) (including, but not
                                            limited to, all reasonable costs, legal fees, charges and expenses (together, “Expenses”)
                                            paid or incurred in disputing or defending any Losses) which such Agent may incur or which
                                            may be made against it as a result of or in connection with its appointment or the exercise
                                            of its powers or duties under this Issue and Paying Agency Agreement except for any Losses
                                            or Expenses resulting from such Agent’s wilful default, negligence, fraud or bad faith
                                            or that of its officers, directors or employees or the material breach by such Agent of the
                                            terms of this Issue and Paying Agency Agreement. The relevant Agent shall consult with the
                                            Issuer as to the conduct of any claim brought against such Agent in respect of which it may
                                            look to the Issuer for indemnification. Notwithstanding any other provision of this Issue
                                            and Paying Agency Agreement, the Issuer shall indemnify each Agent against any liability
                                            or loss howsoever incurred in connection with the Issuer’s obligation to withhold or
                                            deduct an amount on account of tax.



 


		12.2	Each
                                            Agent shall severally indemnify the Issuer against any Losses (including, but not limited
                                            to, all reasonable Expenses paid or incurred in disputing or defending any Losses) that the
                                            Issuer may incur or that may be made against it as a result of the material breach by such
                                            Agent of this Issue and Paying Agency Agreement or such Agent’s wilful default, negligence,
                                            fraud or bad faith or that of its officers, directors or employees. In no event shall any
                                            Agent be liable to indemnify the Issuer for any loss of profits, goodwill, reputation, business
                                            opportunity or anticipated saving, or for special or consequential damages, whether or not
                                            the relevant Agent has been advised of the possibility of such losses.



 


		12.3	The
                                            indemnity set out above shall survive any termination of this Issue and Paying Agency Agreement.



 


		12.4	Each
                                            Agent will only be liable to the Issuer for losses, liabilities, costs, expenses and demands
                                            arising directly from the performance of its obligations under this Agreement suffered by
                                            or occasioned to the Issuer (“Liabilities”) to the extent that the relevant
                                            Agent has been negligent, fraudulent or in wilful default in respect of its obligations under
                                            this Agreement. No Agent shall otherwise be liable or responsible for any Liabilities or
                                            inconvenience which may result from anything done or omitted to be done by it in connection
                                            with this Agreement. For the avoidance of doubt the failure of an Agent to make a claim for
                                            payment of interest and principal on the Issuer, or to inform any other Agent or clearing
                                            system of a failure on the part of the Issuer to meet any such claim or to make a payment
                                            by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default
                                            on the part of the relevant Agent.



 






    11


     


    

 


		12.5	Liabilities
                                            arising under Clause 12.4 shall be limited to the amount of the Issuer’s actual loss.
                                            Such actual loss shall be determined (a) as at the date of default of the relevant Agent
                                            or, if later, the date on which the loss arises as a result of such default and (b) without
                                            reference to any special conditions or circumstances known to the relevant Agent at the time
                                            of entering into this Agreement, or at the time of accepting any relevant instructions, which
                                            increase the amount of the loss.



 


In no
event shall any Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special,
punitive or consequential damages, whether or not the Issue and Paying Agent has been advised of the possibility of such loss or damages.


 


		12.6	The
                                            liability of each Agent under Clause 12.4 will not extend to any Liabilities arising through
                                            any acts, events or circumstances not reasonably within its control, or resulting from the
                                            general risks of investment in or the holding of assets in any jurisdiction, including, but
                                            not limited to, Liabilities arising from: nationalisation, expropriation or other governmental
                                            actions; any law, order or regulation of a governmental, supranational or regulatory body;
                                            regulation of the banking or securities industry including changes in market rules or practice,
                                            currency restrictions, devaluations or fluctuations; market conditions affecting the execution
                                            or settlement of transactions or the value of assets; breakdown, failure or malfunction of
                                            any third party transport, telecommunications, computer services or systems; natural disasters
                                            or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.



 


		12.7	For
                                            the avoidance of doubt each Agent’s liability under this Clause 12 shall be limited
                                            in the manner set out in Clauses 12.5 and 12.6.



 


		13.	GENERAL



 


		13.1	In
                                            acting under this Agreement and in connection with the Notes, the Agents shall act solely
                                            as agents of the Issuer. The Agents shall have no obligations towards or relationship of
                                            agency or trust with any holder of any Note or the accountholders of any Clearing System
                                            and shall only be responsible for performance of the duties and obligations expressly imposed
                                            upon them herein.



 


		13.2	Each
                                            Agent shall be obliged to perform such duties as are herein specifically set forth, and no
                                            implied duties or obligations shall be read into this Issue and Paying Agency Agreement against
                                            the Agents other than the duty to act honestly and in good faith and to exercise the diligence
                                            of a reasonably prudent agent in comparable circumstances.



 


		13.3	Notwithstanding
                                            anything to the contrary herein or in any other agreement, if in the Issue and Paying Agent’s
                                            opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties
                                            or obligations created hereunder or under any other agreement (or any part thereof) to a
                                            third party, the Issuer hereby acknowledges the potential for, and acquiesces to, such delegation
                                            under the Issue and Paying Agent’s continued responsibility for such delegated role,
                                            duty or obligation.



 


		13.4	In
                                            the event that Definitive Notes are issued and the Agent informs the Issuer that it is unable
                                            to perform its obligations under this Agreement, the Issuer shall forthwith appoint an additional
                                            agent in accordance with Clause 14 which is able to perform such obligations.



 






    12


     


    

 





		13.5	In
                                            the case of any default by the Issuer, the Agents shall have no duty or responsibility in
                                            respect of the performance of the Issuer's obligations under the Notes.



 


		13.6	Except
                                            as otherwise instructed by the Issuer or as ordered by a court of competent jurisdiction
                                            or otherwise required by law, the Agents shall be entitled to treat the bearer of any Note
                                            as the absolute owner of it for all purposes (whether or not it is overdue and notwithstanding
                                            any notice of ownership or writing on it or any notice of previous loss or theft of it).



 


		13.7	Each
                                            Agent may consult with legal and other professional advisers and the opinion of such advisers
                                            shall be full and complete protection in respect of any action taken, omitted or suffered
                                            under this Issue and Paying Agency Agreement in good faith and in accordance with the opinion
                                            of such advisers. Failure to consult such advisers on any matter shall not be construed as
                                            evidence of any Agent not acting in good faith.



 


		13.8	Any
                                            of the Agents and their respective officers, directors and employees may become the owner
                                            of, and/or acquire any interest in, any Notes with the same rights that they would have had
                                            if the Agents were not appointed under this Issue and Paying Agency Agreement, and may engage
                                            or be interested in any financial or other transaction with the Issuer, and may act on, or
                                            as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations
                                            of the Issuer, as freely as if the Agents were not appointed under this Issue and Paying
                                            Agency Agreement without regard to the interests of the Issuer and shall be entitled to retain
                                            and shall not in any way be liable to account for any profit made or share of brokerage or
                                            commission or remuneration or other amount or benefit received thereby or in connection therewith.



 


		13.9	Each
                                            Agent shall be protected and shall incur no liability for or in respect of any action taken,
                                            omitted or suffered in reliance upon any telephone (to be confirmed by facsimile or e-mail),
                                            facsimile, e-mail communication, instruction or document which it reasonably believes to
                                            be genuine and is from a person purporting to be (and whom the relevant Agent believes in
                                            good faith to be) the authorised representative of the Issuer as sufficient instructions
                                            and authority of the Issuer for the relevant Agent to act.



 


		13.10	The
                                            Agents shall not be responsible to anyone with respect to the legality of this Issue and
                                            Paying Agency Agreement or the validity or legality of the Notes.



 


		13.11	On
                                            behalf of, and at the request and expense of, the Issuer, the Issue and Paying Agent shall
                                            cause to be published all notices required to be given by the Issuer to the holders of Notes
                                            in accordance with the terms of the relevant Global Note.



 


		13.12	An
                                            Agent shall not be under any obligation to take any action under this Issue and Paying Agency
                                            Agreement which it expects will result in any expense or liability accruing to it, the payment
                                            of which within a reasonable time is not, in its opinion, assured to it.



 


		13.13	Any
                                            corporation into which an Agent may be merged or converted, or any corporation with which
                                            an Agent may be consolidated, or any corporation resulting from any merger, conversion or
                                            consolidation to which an Agent shall be a party, or any corporation to which an Agent shall
                                            sell or otherwise transfer all or substantially all of its assets shall, on the date when
                                            the merger, conversion, consolidation or transfer becomes effective and to the extent permitted
                                            by any applicable laws, become the successor Agent under this Issue and Paying Agency Agreement
                                            without the execution or filing of any paper or any further act on the part of the parties
                                            to this Issue and Paying Agency Agreement, unless otherwise required by the Issuer, and after
                                            the said effective date all references in this Issue and Paying Agency Agreement to the relevant
                                            Agent shall be deemed to be references to such successor corporation. Written notice of any
                                            such merger, conversion, consolidation or transfer shall immediately be given to the Issuer
                                            by the relevant Agent.



 






    13


     


    

 



 


		13.14	The
                                            Issuer agrees to pay any and all stamp, registration and other documentary taxes, duties,
                                            assessments or government charges (including any interest and penalties thereon or in connection
                                            therewith) which may be payable in connection with the execution, delivery, performance and
                                            enforcement of this Issue and Paying Agency Agreement by the Agents.



 


		13.15	Notwithstanding
                                            any other provision of this Issue and Paying Agency Agreement, each Agent shall be entitled
                                            to take any action or to refuse to take any action which the relevant Agent regards as necessary
                                            for the relevant Agent to comply with any applicable law, regulation or fiscal requirement
                                            or FATCA, or the rules, operating procedures or market practice of any relevant stock exchange
                                            or other market or clearing system.



 


14.         CHANGES
IN AGENTS


 


		14.1	The
                                            Issuer may at any time:



 


		(A)	appoint
                                            additional Agents; and



 


		(B)	terminate
                                            the appointment of the Issue and Paying Agent or any Agent by giving to the Issue and Paying
                                            Agent or such Agent not less than 30 days' prior written notice.



 


		14.2	Notwithstanding
                                            the provisions of Clause 14.1, if at any time the Issue and Paying Agent or an Agent becomes
                                            incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition
                                            in bankruptcy or makes an assignment for the benefit of its creditors or consents to the
                                            appointment of an administrator, liquidator or administrative or other receiver of all or
                                            any substantial part of its property, or if an administrator, liquidator or administrative
                                            or other receiver of it or of all or a substantial part of its property is appointed, or
                                            it admits in writing its inability to pay or meet its debts as they may mature or suspends
                                            payment of its debts, or if an order of any court is entered approving any petition filed
                                            by or against it under the provisions of any applicable bankruptcy or insolvency law or if
                                            a public officer takes charge or control of the Issue and Paying Agent or relevant Agent
                                            or of its property or affairs for the purpose of rehabilitation, administration or liquidation,
                                            the Issuer may forthwith without notice terminate the appointment of the Issue and Paying
                                            Agent or relevant Agent.



 


		14.3	Each
                                            Agent may (subject as herein provided) at any time resign its appointment under this Issue
                                            and Paying Agency Agreement by giving at least 45 days' written notice to the Issuer specifying
                                            the date on which its resignation shall become effective.



 


		14.4	Notwithstanding
                                            the foregoing, no such resignation or termination shall take effect (a) in the case of the
                                            Issue and Paying Agent, until a new Issue and Paying Agent with a specified office outside
                                            the United States shall have been appointed, and (b) in the case of a paying agent, until
                                            a successor Agent shall have been appointed such that there shall be at all times an Agent
                                            with a specified office in a European Union member state (if any).



 


		14.5	The
                                            Issuer agrees that if, by the day falling 10 days before the expiry of any notice under Clause
                                            14.3 above, the Issuer has not appointed a successor Agent then the relevant Agent shall
                                            be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable
                                            financial institution of good standing which the Issuer shall approve.



 


		14.6	Any
                                            Agent may change the address of its office within a particular city, in which event it shall
                                            give to the Issuer not less than 30 days' prior written notice to that effect, giving the
                                            address of the new office and the date upon which such change is to take effect.



 






    14


     


    

 


		14.7	If
                                            the appointment of the Issue and Paying Agent is terminated or the Issue and Paying Agent
                                            shall resign, it shall on the date on which such termination or resignation takes effect
                                            deliver to the Issuer or as it may direct all records maintained by it, and all incomplete
                                            Notes in its possession, pursuant hereto. If the appointment of any Agent is terminated or
                                            any Agent shall resign, it shall on the date on which such termination or resignation takes
                                            effect deliver to the Issuer, or as it may direct, all records maintained by it, and all
                                            Notes in its possession, pursuant hereto, and pay to or to the order of the Issuer any amount
                                            held by it and received from the Issuer for payment in respect of the Notes. Upon its resignation
                                            or termination of appointment taking effect, the relevant Agent shall be entitled to the
                                            payment by the Issuer of its commissions, fees and expenses accrued and/or outstanding on
                                            that date but unpaid.



 


		14.8	The
                                            Issuer shall give notice to each other party to this Issue and Paying Agency Agreement (and
                                            to any additional or other Agent) and to the Dealer in accordance with Clause 5.8 of the
                                            Dealer Agreement of any change of any of the Agents or their specified offices.



 


15.         COMMISSIONS,
FEES AND EXPENSES


 


		15.1	The
                                            Issuer shall pay to each Agent such fees and commissions as the Issuer and the Issue and
                                            Paying Agent shall separately agree in writing in respect of the services of the Agents under
                                            this Agreement together with any properly incurred out of pocket expenses (including legal,
                                            printing, postage, fax, cable and advertising expenses) incurred by the Issue and Paying
                                            Agent in connection with its services. The Issuer shall also pay to the Issue and Paying
                                            Agent an amount equal to any irrecoverable value added tax which may be payable in respect
                                            of such fees and commissions and/or such properly incurred out of pocket expenses incurred
                                            by the Issue and Paying Agent in connection with its services under this Agreement.



 


		15.2	The
                                            Issuer shall not be responsible for any payment or reimbursement by the Issue and Paying
                                            Agent to the other Agents. The fees, commissions and expenses payable to each Agent for services
                                            rendered and the performance of its obligations under this Issue and Paying Agency Agreement
                                            shall not be abated by any remuneration or other amounts or profits receivable by the relevant
                                            Agent (or to its knowledge by any of its associates) in connection with any transaction effected
                                            by the relevant Agent with or for the Issuer.



 


16.         NOTICES


 


Save
as otherwise provided herein, any notice to be given hereunder shall be delivered in person or sent by post, email or through the SWIFT
information transmittal system. Any such notice shall be sent to the relevant party as follows:


 


	If to the Issuer to it at:	Compass House
	 	Manor Royal
	 	Crawley
	 	West Sussex, RH10 9PY
	 	United Kingdom
	Telephone:	01293 858000
	Email:	secretariat@rentokil-initial.com / treasury.front-office@rentokil-initial.com
	Attention:	Company Secretary / Group Treasurer




 


If to the Issue and


	Paying Agent to it at:	8 Canada Square
	 	London E14 5HQ
	 	United Kingdom
	Email:	ctla.payingagency@hsbc.com / ctlondon.conventional@hsbc.com
	Attention:	Issuer Services Client Service Management Team




 


or to
any other address or email address of which notice in writing has been given to the parties hereto in accordance with the provisions
of this Clause 16. Any obligation the Issuer (and any Agent on its behalf) may have to publish a notice to holders of Notes shall have
been met upon delivery of the notice to the relevant clearing system. Any notices provided by the Issuer to any Agent to be published
will be in the English language and (where necessary) an English translation will be provided by the Issuer.


 






    15


     


    

 


The Internet
cannot guarantee the integrity and safety of the transferred data nor the delay in which they will be processed. The Issue and Paying
Agent shall not therefore be liable for any operational incident and its consequences arising from the use of Internet.


 


Any notice
from one party to another party will take effect, in the case of a letter, when delivered or, in the case of an email when sent, subject
to a no delivery failure notification being received by the sender within 24 hours of the time of sending or, in the case of transmission
through the SWIFT information transmittal system, when received by such other party. Any communication which is received after 4.00 p.m.
(in the city of the addressee) on any particular day or on a day on which commercial banks and foreign exchange markets do not settle
payments in the city of the addressee shall be deemed to have been received and shall take effect from 10.00 a.m. on the next following
day on which commercial banks and foreign exchange markets settle payments in the city of the addressee or on the next Business Day.


 


17.         INCREASE
IN THE MAXIMUM AMOUNT OF THE PROGRAMME


 


Clause
2.7 of the Dealer Agreement provides for increase the Maximum Amount of Notes that may be issued under the Dealer Agreement, subject
to the satisfaction of certain conditions. In the event of such an increase, the Agents agree to act as agents hereunder in relation
to Notes issued in respect of such increased Maximum Amount and the provisions of this Issue and Paying Agency Agreement shall be deemed
to apply accordingly.


 


18.         AMENDMENTS
AND COUNTERPARTS


 


		18.1	This
                                            Issue and Paying Agency Agreement may only be amended by an agreement in writing between
                                            the parties to this Issue and Paying Agency Agreement.



 


		18.2	This
                                            Issue and Paying Agency Agreement may be signed in counterparts, all of which when taken
                                            together shall constitute a single agreement.



 


		18.3	If
                                            a provision of this Issue and Paying Agency Agreement or any Note is or becomes illegal,
                                            invalid or unenforceable in any jurisdiction that shall not affect the validity or enforceability
                                            in that jurisdiction or in any other jurisdiction of any other provision of this Issue and
                                            Paying Agency Agreement.



 


19.         ENTIRE
AGREEMENT


 


This
Agreement constitutes the complete and exclusive written agreement of the parties. It supersedes and terminates as of the date of its
execution all prior oral or written agreements, arrangements or understandings between the parties in relation to the services to be
provided hereunder.


 






    16


     


    

 


20.         CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999


 


A person
who is not a party to this Issue and Paying Agency Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Issue and Paying Agency Agreement, but this does not affect any right or remedy of a third party which exists or is
available apart from this Act.


 


21.         GOVERNING
LAW


 


This
Issue and Paying Agency Agreement and any non-contractual obligations arising out of or in connection with any of them shall be governed
by, and construed in accordance with, English law.


 


22.          ENFORCEMENT


 


		22.1	Jurisdiction
                                            



 


		(A)	Subject
                                            to paragraph (C) below, the English courts have exclusive jurisdiction to settle any dispute
                                            arising out of or in connection with this Issue and Paying Agency Agreement (including a
                                            dispute regarding its existence, validity or termination and any dispute relating to any
                                            non-contractual obligations arising out of or in connection with this Issue and Paying Agency
                                            Agreement) and each party submits to the exclusive jurisdiction of the English courts.



 


		(B)	Subject
                                            to paragraph (C) below, the parties to this Issue and Paying Agency Agreement agree that
                                            the English courts are the most appropriate and convenient courts to settle any such dispute
                                            and accordingly no such party will argue to the contrary.



 


		(C)	To
                                            the extent allowed by law, the Issue and Paying Agent or Agent may take:



 


		(1)	proceedings
                                            in any other court with jurisdiction; and



 


		(2)	concurrent
                                            proceedings in any number of jurisdictions.



 


		22.2	Waiver
                                            of rights 



 


No failure
or delay of the Issuer or any Agent in exercising any right or remedy under this Agreement shall constitute a waiver of that right. Any
waiver of any right will be limited to the specific instance. The exclusion or omission of any provision or term from this Agreement
shall not be deemed to be a waiver of any right or remedy the Issuer or any Agent may have under applicable law.


 






    17


     


    

 


IN WITNESS WHEREOF this
Issue and Paying Agency Agreement has been entered into on the day and year as first above written.


 


The Issuer


 


RENTOKIL INITIAL PLC


 


	By: 	 	 




 


Address:               Compass
House


Manor Royal


Crawley


West Sussex, RH10 9PY


United Kingdom


 


	Email:	secretarial@rentokil-initial.com / treasury.front-office@rentokil-initial.com




 


	Contact:	Company Secretary / Group Treasurer




 


	The Issue and Paying Agent	 	

    

	 	 
	SIGNED by	)
	 	)
	for and on behalf of	)
	HSBC BANK PLC	)



 






    18


     


    

 





SCHEDULE
1 FORM OF MULTICURRENCY BEARER PERMANENT GLOBAL NOTE


 


(Interest
Bearing/Discounted/Premium)


 


THE SECURITIES
REPRESENTED BY THIS GLOBAL NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
 “SECURITIES ACT”) OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION
OF THE DISTRIBUTION OF ALL THE SECURITIES OF THE TRANCHE OF WHICH THIS SECURITY FORMS PART.


 


[Purchasers
of Renminbi denominated Notes should note that the Renminbi is not a freely convertible currency. All payments in respect of Renminbi
denominated Notes will be made solely by transfer to a Renminbi bank account maintained outside of the PRC (as defined below) in accordance
with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in another currency
or by bank transfer to a bank account in the PRC). In addition, there can be no assurance that access to Renminbi funds for the purposes
of making payments on Renminbi denominated Notes or generally may not remain or become restricted. For these purposes the “PRC”
means the People’s Republic of China (excluding Hong Kong Special Administrative Region of the People’s Republic of China
(“Hong Kong”), the Macau Special Administrative Region of the People’s Republic of China and Taiwan).]1


 


[Notification
under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”), as modified or
amended from time to time - In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined the classification of the Notes
as capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).]2


 


RENTOKIL
INITIAL PLC


(incorporated
in England and Wales)


 


Legal
Entity Identifier (LEI): 549300VN4WV7Z6T14K68


 


£1,000,000,000


Euro-Commercial
Paper Programme


 


ISIN:
________________________


 


	Issue Date:________________________	Maturity Date3: ___________________




 





 








		1	Only
                                            use the text in square brackets if the Notes are denominated in Renminbi. 



 


		2	Relevant
                                            Dealer(s) to consider whether it / they have received the necessary product classification
                                            from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. To
                                            insert notice if the Notes are “capital markets products other than prescribed capital
                                            markets products” and “Specified Investment Products”. 



 


		3	Not
                                            to be more than 364 days from (and including) the Issue Date. For Hong Kong dollar or Renminbi
                                            denominated Fixed Rate Notes consider applying modified following business day convention
                                            to the Interest Payment Date and the Maturity Date. 



 






    19


     


    

 


	Specified Currency: _______________	Nominal Amount: _________________
	 	(words and figures if a Sterling denominated Note)




 


	Reference Rate: _________________ month 	Interest Payment Date(s): _______________




EURIBOR/CNH
HIBOR[OTHER]4:


 


______________


 


	Reference Rate Screen Page:5 _______	Interest Determination Date:6___________
	Relevant Time:7 _____________________	Day Count Fraction:8__________________
	Fixed Interest Rate:9__________ % per annum
  	Margin: 10_________%
	Calculation Agent:11_____________________	 




 


		1.	For
                                            value received, Rentokil Initial plc (the “Issuer”) promises to pay to
                                            the bearer of this Global Note on the Maturity Date the Nominal Amount, together with interest
                                            thereon at the rate and at the times (if any) specified herein.



 


All
such payments shall be made in accordance with an amended and restated issue and paying agency agreement dated 11 October 2021 (as amended,
restated or supplemented from time to time, the “Agency Agreement”) between the Issuer and the issue and paying agent
referred to therein, a copy of which is available for inspection at the office of HSBC Bank plc (the “Issue and Paying Agent”)
at 8 Canada Square, London E14 5HQ, United Kingdom, and subject to and in accordance with the terms and conditions set forth below. All
such payments shall be made upon presentation and surrender of this Global Note at the office of the Issue and Paying Agent referred
to above by transfer to an account denominated in the Specified Currency maintained by the bearer with (i) a bank in the principal financial
centre in the country of the Specified Currency or, (ii) if this Global Note is denominated or payable in euro by transfer to a euro
account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial
centre of any member state of the European Union or, (iii) if this Global Note is denominated or payable in Renminbi, to a Renminbi account
maintained in accordance with the applicable laws and regulations at such bank in Hong Kong.


 


Notwithstanding
the foregoing, presentation and surrender of this Global Note shall be made outside the United States and no amount shall be paid by
transfer to an account in the United States, or mailed to an address in the United States. In the case of a Global Note denominated in
U.S. dollars, payments shall be made by transfer to an account denominated in U.S. Dollars in the principal financial centre of any country
outside of the United States that the Issuer or Issue and Paying Agent so chooses.




 





 








		4	Complete/delete
                                            as appropriate. 
		5	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 12. 
		6	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 12. 
		7	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 12. 
		8	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 12. 
		9	Complete
                                            for fixed rate interest bearing Notes only. 
		10	Complete
                                            for floating rate interest bearing Notes only. 
		11	Complete
                                            for all floating rate interest bearing Notes and for fixed rate interest Notes denominated
                                            in Renminbi only. 



 






    20


     


    

 


		2.	This
                                            Global Note is issued in representation of an issue of Notes in the aggregate Nominal Amount.



 


		3.	All
                                            payments in respect of this Global Note will be subject in all cases to any applicable fiscal
                                            or other laws, regulations and directives in any jurisdiction (whether by operation of law
                                            or agreement of the Issuer) and the Issuer will not be liable for any taxes or duties of
                                            whatever nature imposed or levied by such laws, regulations, directives or agreements, but
                                            without prejudice to the provisions of paragraph 4.



 


		4.	All
                                            payments in respect of this Global Note by or on behalf of the Issuer shall be made without
                                            set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and
                                            without deduction or withholding for or on account of, taxes, levies, duties, assessments
                                            or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed
                                            by or on behalf of Issuer's taxing jurisdiction or any political subdivision or taxing authority
                                            thereof or therein (“Taxes”), unless the withholding or deduction of Taxes
                                            is required by law. In that event, the Issuer shall, to the extent permitted by applicable
                                            law or regulation, pay such additional amounts as shall be necessary in order that the net
                                            amounts received by the bearer of this Global Note after such deduction or withholding shall
                                            equal the amount which would have been receivable hereunder in the absence of such deduction
                                            or withholding, except that no such additional amounts shall be payable where this Global
                                            Note is presented for payment:



 


		(A)	by
                                            or on behalf of a holder which is liable to such Taxes by reason of its having some connection
                                            with the jurisdiction imposing the Taxes other than the mere holding of this Global Note;
                                            or



 


		(B)	more
                                            than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date
                                            or (in either case) the date on which payment hereof is duly provided for, whichever occurs
                                            later, except to the extent that the holder would have been entitled to such additional amounts
                                            if it had presented this Global Note on the last day of such period of 15 days.



 


		5.	If
                                            the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment
                                            Business Day (as defined herein) payment in respect hereof will not be made and credit or
                                            transfer instructions shall not be given until the next following Payment Business Day (unless
                                            that date falls more than 364 days after the Issue Date, in which case payment shall be made
                                            on the immediately preceding Payment Business Day) and neither the bearer of this Global
                                            Note nor the holder or beneficial owner of any interest herein or rights in respect hereof
                                            shall be entitled to any interest or other sums in respect of such postponed payment. 



 


As
                                            used in this Global Note:


 


“Payment
Business Day” means any day other than a Saturday or Sunday which is either (i) if the above-mentioned Specified
Currency is any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the
country of the relevant Specified Currency (which, if the Specified Currency is Australian dollars, New Zealand dollars or Renminbi,
shall be Sydney, Auckland or Hong Kong respectively) or (ii) if the Specified Currency is euro, a day which is a TARGET Business
Day; and


 


“TARGET
Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
System or any successor thereto, is operating credit or transfer instructions in respect of payments in euro.


 






    21


     


    







 


Provided
that if the Issue and Paying Agent determines with the agreement of the Issuer that the market practice in respect of euro denominated
internationally offered securities is different from that specified above, the above shall be deemed to be amended so as to comply with
such market practice and the Issue and Paying Agent shall procure that a notice of such amendment is published in accordance with paragraph
12(F) not less than 15 days prior to the date on which any payment in euro falls due to be made in such manner as the Issue and Paying
Agent may determine.


 


		6.	The
                                            payment obligation of the Issuer represented by this Global Note constitutes and at all times
                                            shall constitute a direct and unsecured obligation of the Issuer ranking at least pari
                                            passu with all present and future unsecured and unsubordinated obligations of the Issuer
                                            other than obligations mandatorily preferred by law applying to companies generally.



 


		7.	This
                                            Global Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer
                                            shall be treated as being absolutely entitled to receive payment upon due presentation hereof
                                            free and clear of any equity, set-off or counterclaim on the part of the Issuer against any
                                            previous bearer hereof.



 


		8.	This
                                            Global Note is issued in respect of an issue of Notes of the Issuer and is exchangeable in
                                            whole (but not in part only) for duly executed and authenticated bearer Notes in definitive
                                            form (whether before, on or, subject as provided below, after the Maturity Date):



 


		(A)	if
                                            one or both of Euroclear Bank SA/NV and Clearstream Banking S.A. or any other relevant clearing
                                            system(s) in which this Global Note is held at the relevant time is closed for business for
                                            a continuous period of 14 days or more (other than by reason of weekends or public holidays,
                                            statutory or otherwise) or if any such clearing system announces an intention to, or does
                                            in fact, permanently cease to do business; or



 


		(B)	if
                                            default is made in the payment of any amount payable in respect of this Global Note.



 


Upon
presentation and surrender of this Global Note during normal business hours to the Issuer at the office of the Issue and Paying Agent
(or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer),
the Issue and Paying Agent shall authenticate and deliver, in exchange for this Global Note, bearer definitive notes denominated in the
Specified Currency in an aggregate nominal amount equal to the Nominal Amount of this Global Note.


 


		9.	If,
                                            upon any such event and following such surrender, definitive Notes are not issued in full
                                            exchange for this Global Note before 5.00 p.m. (London time) on the thirtieth day after surrender,
                                            this Global Note (including the obligation hereunder to issue definitive notes) will become
                                            void and the bearer will have no further rights under this Global Note (but without prejudice
                                            to the rights which the bearer or any other person may have under a Deed of Covenant dated
                                            11 October 2021 (as amended, restated or supplemented as of the date of issue of the Notes)
                                            entered into by the Issuer).



 


		10.	If
                                            this is an interest bearing Global Note, then:



 


		(A)	notwithstanding
                                            the provisions of paragraph 1 above, if any payment of interest in respect of this Global
                                            Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day
                                            after falling so due, the Nominal Amount shall be payable on such fifteenth day;



 






    22


     


    

 


		(B)	upon
                                            each payment of interest (if any) prior to the Maturity Date in respect of this Global Note,
                                            the Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such
                                            payment; and



 


		(C)	if
                                            no Interest Payment Dates are specified on this Global Note, the Interest Payment Date shall
                                            be the Maturity Date.



 


		11.	If
                                            this is a fixed rate interest bearing Global Note, interest shall be calculated on the Nominal
                                            Amount as follows:



 


		(A)	interest
                                            shall be payable on the Nominal Amount in respect of each successive Interest Period (as
                                            defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest
                                            Payment Date, on the basis of the actual number of days in such Interest Period and a year
                                            of 360 days or, if this Global Note is denominated in Sterling or Renminbi, 365 days at the
                                            Fixed Interest Rate with the resulting figure being rounded to the nearest amount of the
                                            Specified Currency which is available as legal tender in the country or countries (in the
                                            case of the euro) of the Specified Currency (with halves being rounded upwards); and



 


		(B)	the
                                            period beginning on (and including) the Issue Date and ending on (but excluding) the first
                                            Interest Payment Date and each successive period beginning on (and including) an Interest
                                            Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an
                                            “Interest Period” for the purposes of this paragraph 11.



 


		12.	If
                                            this is a floating rate interest bearing Global Note, interest shall be calculated on the
                                            Nominal Amount as follows:



 


		(A)	in
                                            the case of a Global Note which specifies EURIBOR as the Reference Rate on its face, the
                                            Rate of Interest will be the aggregate of EURIBOR and the Margin (if any) above or below
                                            EURIBOR. Interest shall be payable on the Nominal Amount in respect of each successive Interest
                                            Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the
                                            relevant Interest Payment Date, on the basis of the actual number of days in such Interest
                                            Period and a year of 360 days.



 


As used
in this Global Note, “EURIBOR” shall be equal to EUR-EURIBOR (as defined in the latest version of the 2021 ISDA Interest
Rate Derivatives Definitions, including each Matrix (as defined therein) (and any successor thereto) each as published by the International
Swaps and Derivatives Association, Inc. (the “ISDA Definitions”) as at the Issue Date) as at 11.00 a.m. (Brussels
time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR
Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest
Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified on the face of this Global
Note in relation to the Reference Rate;


 


		(B)	in
                                            the case of a Global Note which specifies CNH HIBOR as the Reference Rate on its face, the
                                            Rate of Interest will be the aggregate of CNH HIBOR and the Margin (if any) above or below
                                            CNH HIBOR. Interest shall be payable on the Nominal Amount in respect of each successive
                                            Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear
                                            on the relevant Interest Payment Date, on the basis of the actual number of days in such
                                            Interest Period and a year of 365 days.



 






    23


     


    

 


As used in this Global Note:


 


“CNH
HIBOR” shall be equal to the CNH-HIBOR (as defined in the ISDA Definitions) as 11.15 a.m. (Hong Kong time) or if, at or
around that time it is notified that such rate will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. or as near
thereto as practicable on the second Hong Kong Banking Day before the first day of the relevant Interest Period (a “CNH
HIBOR Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such
Interest Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified on the face of
this Global Note in relation to the Reference Rate; and


 


“Hong
Kong Banking Day” shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in Hong Kong;


 


		(C)	in
                                            the case of a Global Note which specifies any other Reference Rate on its face, the Rate
                                            of Interest will be the aggregate of such Reference Rate and the Margin (if any) above or
                                            below such Reference Rate. Interest shall be payable on the Nominal Amount in respect of
                                            each successive Interest Period (as defined below) from the Issue Date to the Maturity Date
                                            only, in arrear on the relevant Interest Payment Date, on the basis of the Day Count Fraction
                                            specified hereon. As used in this Global Note, the Reference Rate shall be equal to the Reference
                                            Rate which appears on the Reference Rate Screen Page as at the Relevant Time on the Interest
                                            Determination Date as each such term is specified hereon;



 


		(D)	the
                                            Calculation Agent will, as soon as practicable after 11.00 a.m. (Brussels time) on each EURIBOR
                                            Interest Determination Date or 11.15 a.m. (Hong Kong time) or if, at or around that time
                                            it is notified that the CNH HIBOR rate will be published at 2.30 p.m. (Hong Kong time), then
                                            as of 2.30 p.m. on each CNH HIBOR Interest Determination Date or at the Relevant Time on
                                            each other specified Interest Determination Date (as the case may be), determine the Rate
                                            of Interest and calculate the amount of interest payable (the “Amount of Interest”)
                                            for the relevant Interest Period. “Rate of Interest” means the rate which
                                            is determined in accordance with the provisions of paragraph 12(A), (B) or (C) (as the case
                                            may be). The Amount of Interest payable per Note shall be calculated by applying the Rate
                                            of Interest to the Nominal Amount, multiplying such product by the actual number of days
                                            in the Interest Period concerned divided by 360 or, if this Global Note is denominated in
                                            Sterling or Renminbi, by 365 or the relevant Day Count Fraction and rounding the resulting
                                            figure to the nearest amount of the Specified Currency which is available as legal tender
                                            in the country or countries (in the case of the euro) of the Specified Currency (with halves
                                            being rounded upwards);



 


		(E)	the
                                            period beginning on (and including) the Issue Date and ending on (but excluding) the first
                                            Interest Payment Date and each successive period beginning on (and including) an Interest
                                            Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called
                                            an “Interest Period” for the purposes of this paragraph 12; and



 


		(F)	the
                                            Issuer will procure that a notice specifying the Rate of Interest payable in respect of each
                                            Interest Period be published in accordance with paragraph 13 as soon as practicable after
                                            the determination of the Rate of Interest.



 


		13.	Notices
                                            to holders will be delivered to the clearing system(s) in which this Global Note is held
                                            or, if this Global Note has been exchanged for bearer definitive Notes pursuant to paragraph
                                            8, will be published in a leading English language daily newspaper published in London (which
                                            is expected to be the Financial Times). Any such notice shall be deemed to have been
                                            given on the date of such delivery or publication.



 






    24


     


    

 


		14.	The
                                            determination of an applicable Rate of Interest and/or Amount of Interest by the Calculation
                                            Agent for any Interest Period pursuant to paragraph 12 shall (in the absence of manifest
                                            error) be final and binding upon the Issuer and the bearer of this Global Note.



 


		15.	If
                                            the proceeds of this Global Note are accepted in the United Kingdom, the Nominal Amount shall
                                            be not less than £100,000 (or the equivalent in any other currency).



 


		16.	Instructions
                                            for payment must be received before 10.00 a.m. (local time in the relevant principal financial
                                            centre of the country of the relevant payment) at the office of the Issue and Paying Agent
                                            referred to above together with this Global Note as follows:



 


		(A)	If
                                            the Global Note is denominated in Australian dollars, New Zealand dollars, Hong Kong dollars,
                                            Renminbi or Japanese Yen, at least two Business Days prior to the relevant payment date;



 


		(B)	if
                                            this Global Note is denominated in United States dollars, Canadian dollars, Swiss francs,
                                            euro or Sterling, at least one Business Day prior to the relevant payment date; and



 


		(C)	in
all other cases, at least two Business Days prior to the relevant payment date. 



 


As used in
                                            this paragraph 16, “Business Day” means:


 


		(1)	a
                                            day other than a Saturday or Sunday on which commercial banks are open for general business
                                            (including dealings in foreign exchange and foreign currency deposits) in London; and



 


		(2)	in
                                            the case of payments in euro, a TARGET Business Day, in the case of payments in Renminbi
                                            a day on which commercial banks are open for general business (including clearing and settlement
                                            of Renminbi) in Hong Kong, and, in all other cases, a day on which commercial banks are open
                                            for general business (including dealings in foreign exchange and foreign currency deposits)
                                            in the principal financial centre in the country of the Specified Currency.



 


		17.	This
                                            Global Note shall not be validly issued unless manually authenticated by the Issue and Paying
                                            Agent.



 


		18.	This
                                            Global Note and any non-contractual obligations arising out of or in connection with it are
                                            governed by, and shall be construed in accordance with, English law.



 


The
English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Global Note and any non-contractual
obligations arising from or connected with it (including a dispute regarding the existence, validity or termination of this Global Note).
The Issuer agrees and the bearer of this Global Note is deemed to agree that the English courts are the most appropriate and convenient
courts to settle any such dispute and accordingly will not argue to the contrary.


 


		19.	No
                                            person shall have any right to enforce any provision of this Global Note under the Contracts
                                            (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person
                                            which exists or is available apart from that Act.



 






    25


     


    

 


Signed on behalf of:


RENTOKIL INITIAL PLC


 


	By:	 	 
	 	(Authorised Signatory)	 




 


AUTHENTICATED
by


 


HSBC
BANK PLC


 


without
recourse, warranty or liability and for authentication purposes only


 


	By:	 	 
	 	(Authorised Signatory)	 




 






    26


     


    

 








SCHEDULE
1 : PAYMENTS OF INTEREST


 


The following payments of interest in
respect of this Global Note have been made:


 


FIXED
RATE INTEREST PAYMENTS


 




	Date
    of	Period
    From	Period
    To	Amount
    of Interest	Notation
    on
	Payment	 	 	Paid	behalf
    of Issue
	 	 	 	 	and
    Paying Agent
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 


FLOATING
RATE INTEREST PAYMENTS


 


	Period
    From	Period
    To	Date
    of	Interest	Amount
    of	Notation
    on
	 	 	Payment	Rate
    per	Interest
    Paid	behalf
    of
	 	 	 	annum	 	Issue
    and
	 	 	 	 	 	Paying
	 	 	 	 	 	Agent
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    27


     


    

 



 


SCHEDULE
2 FORM OF MULTICURRENCY DEFINITIVE NOTE


 


(Interest
Bearing/Discounted/Premium)


 


THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND ANY OTHER JURISDICTION. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE
COMPLETION OF THE DISTRIBUTION OF ALL THE SECURITIES OF THE TRANCHE OF WHICH THIS SECURITY FORMS PART.


 


[Purchasers
of Renminbi denominated Notes should note that the Renminbi is not a freely convertible currency. All payments in respect of Renminbi
denominated Notes will be made solely by transfer to a Renminbi bank account maintained outside of the PRC (as defined below) in accordance
with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in another currency
or by bank transfer to a bank account in the PRC). In addition, there can be no assurance that access to Renminbi funds for the purposes
of making payments on Renminbi denominated Notes or generally may not remain or become restricted. For these purposes the “PRC”
means the People’s Republic of China (excluding Hong Kong Special Administrative Region of the People’s Republic of China
(“Hong Kong”), the Macau Special Administrative Region of the People’s Republic of China and Taiwan).]12


 


[Notification
under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”), as modified or
amended from time to time - In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined the classification of the Notes
as capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).]13


 


RENTOKIL
INITIAL PLC 


(incorporated
in England and Wales) 


Legal
Entity Identifier (LEI): 549300VN4WV7Z6T14K68


 


£1,000,000,000


Euro-Commercial
Paper Programme


 


ISIN: ________________________





  





 






		12	Only
                                            use the text in square brackets if the Notes are denominated in Renminbi. 






		13	Relevant
                                            Dealer(s) to consider whether it / they have received the necessary product classification
                                            from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. To
                                            insert notice if the Notes are “capital markets products other than prescribed capital
                                            markets products” and “Specified Investment Products”. 



 






    28


     


    

 





	Issue Date:                                                              	 	Maturity Date14:                                                              
	 	 	 
	Specified Currency:                                   	 	Nominal Amount:                                   
	 	 	(words and figures if a
    Sterling denominated Note)
	 	 	 
	Reference Rate:                                                       month
    	 	Interest Payment Date(s):                                
	EURIBOR/CNH HIBOR[OTHER]15:	 	 
	                               	 	 
	 	 	 
	Reference Rate Screen Page:16                                    	 	Interest Determination Date:17                               
	 	 	 
	Relevant Time:18                                         	 	Day Count Fraction:19                               
	 	 	 
	Fixed Interest Rate:20                        %
    per annum 	 	Margin: 21                                %
	 	 	 
	Calculation Agent:22                                 	 	 


 


		1.	For
                                            value received, Rentokil Initial plc (the “Issuer”) promises to pay to
                                            the bearer of this Note on the Maturity Date the Nominal Amount, together with interest thereon
                                            at the rate and at the times (if any) specified herein.



 


All
such payments shall be made in accordance with an amended and restated issue and paying agency agreement dated 11 October 2021 (as amended,
restated or supplemented from time to time, the “Agency Agreement”) between the Issuer and the issue and paying agent
referred to therein, a copy of which is available for inspection at the office of HSBC Bank plc (the “Issue and Paying Agent”)
at 8 Canada Square, London E14 5HQ, United Kingdom, and subject to and in accordance with the terms and conditions set forth below. All
such payments shall be made upon presentation and surrender of this Note at the offices of the Issue and Paying Agent referred to above
by transfer to an account denominated in the Specified Currency maintained by the bearer with (i) a bank in the principal financial centre
in the country of the Specified Currency or, (ii) if this Note is denominated or payable in euro by transfer to a euro account (or any
other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of
any member state of the European Union or, (iii) if this Note is denominated or payable in Renminbi, to a Renminbi account maintained
in accordance with the applicable laws and regulations at such bank in Hong Kong.


 










 






		14	Not
                                            to be more than 364 days from (and including) the Issue Date. For Hong Kong dollar or Renminbi
                                            denominated Fixed Rate Notes consider applying modified following business day convention
                                            to the Interest Payment Date and the Maturity Date. 



		15	Complete/delete
                                            as appropriate. 
		16	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 9. 
		17	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 9. 
		18	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 9. 
		19	Complete
                                            for floating rate interest bearing Notes only if a Reference Rate other than EURIBOR or CNH
                                            HIBOR is specified. If the specified Reference Rate is EURIBOR or CNH HIBOR leave blank as
                                            these provisions are covered in paragraph 9. 
		20	Complete
                                            for fixed rate interest bearing Notes only. 
		21	Complete
                                            for floating rate interest bearing Notes only. 
		22	Complete
                                            for all floating rate interest bearing Notes and for fixed rate interest Notes denominated
                                            in Renminbi only. 



 






    29


     


    

 





Notwithstanding
the foregoing, presentation and surrender of this Note shall be made outside the United States and no amount shall be paid by transfer
to an account in the United States, or mailed to an address in the United States. In the case of a Note denominated in U.S. dollars,
payments shall be made by transfer to an account denominated in U.S. Dollars in the principal financial centre of any country outside
of the United States that the Issuer or Issue and Paying Agent so chooses.


 


		2.	All
                                            payments in respect of this Note will be subject in all cases to any applicable fiscal or
                                            other laws, regulations and directives in any jurisdiction (whether by operation of law or
                                            agreement of the Issuer) and the Issuer will not be liable for any taxes or duties of whatever
                                            nature imposed or levied by such laws, regulations, directives or agreements, but without
                                            prejudice to the provisions of paragraph 3.



 


		3.	All
                                            payments in respect of this Note by or on behalf of the Issuer shall be made without set-off,
                                            counterclaim, fees, liabilities or similar deductions and free and clear of, and without
                                            deduction or withholding for or on account of, taxes, levies, duties, assessments or charges
                                            of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on
                                            behalf of Issuer's taxing jurisdiction or any political subdivision or taxing authority thereof
                                            or therein (“Taxes”), unless the withholding or deduction of Taxes is
                                            required by law. In that event, the Issuer shall, to the extent permitted by applicable law
                                            or regulation, pay such additional amounts as shall be necessary in order that the net amounts
                                            received by the bearer of this Note after such deduction or withholding shall equal the amount
                                            which would have been receivable hereunder in the absence of such deduction or withholding,
                                            except that no such additional amounts shall be payable where this Note is presented for
                                            payment:



 


		(A)	by
                                            or on behalf of a holder which is liable to such Taxes by reason of its having some connection
                                            with the jurisdiction imposing the Taxes other than the mere holding of this Note; or



 


		(B)	more
                                            than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date
                                            or (in either case) the date on which payment hereof is duly provided for, whichever occurs
                                            later, except to the extent that the holder would have been entitled to such additional amounts
                                            if it had presented this Note on the last day of such period of 15 days.



 


		4.	If
                                            the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment
                                            Business Day (as defined herein) payment in respect hereof will not be made and credit or
                                            transfer instructions shall not be given until the next following Payment Business Day (unless
                                            that date falls more than 364 days after the Issue Date, in which case payment shall be made
                                            on the immediately preceding Payment Business Day) and neither the bearer of this Note nor
                                            the holder or beneficial owner of any interest herein or rights in respect hereof shall be
                                            entitled to any interest or other sums in respect of such postponed payment.



 


As used
in this Note:


 


“Payment
Business Day” means any day other than a Saturday or Sunday which is either (i) if the above-mentioned Specified Currency is
any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant
Specified Currency (which, if the Specified Currency is Australian dollars, New Zealand dollars or Renminbi, shall be Sydney, Auckland
or Hong Kong respectively) or (ii) if the Specified Currency is euro, a day which is a TARGET Business Day; and


 






    30


     


    

 


“TARGET
Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
System or any successor thereto, is operating credit or transfer instructions in respect of payments in euro.


 


Provided
that if the Issue and Paying Agent determines with the agreement of the Issuer that the market practice in respect of euro denominated
internationally offered securities is different from that specified above, the above shall be deemed to be amended so as to comply with
such market practice and the Issue and Paying Agent shall procure that a notice of such amendment is published in accordance with paragraph
9(F) not less than 15 days prior to the date on which any payment in euro falls due to be made in such manner as the Issue and Paying
Agent may determine.


 


		5.	The
                                            payment obligation of the Issuer represented by this Note constitutes and at all times shall
                                            constitute a direct and unsecured obligation of the Issuer ranking at least pari passu
                                            with all present and future unsecured and unsubordinated obligations of the Issuer other
                                            than obligations mandatorily preferred by law applying to companies generally.



 


		6.	This
                                            Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall
                                            be treated as being absolutely entitled to receive payment upon due presentation hereof free
                                            and clear of any equity, set-off or counterclaim on the part of the Issuer against any previous
                                            bearer hereof.



 


		7.	If
                                            this is an interest bearing Note, then:



 


		(A)	notwithstanding
                                            the provisions of paragraph 1 above, if any payment of interest in respect of this Note falling
                                            due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling
                                            so due, the Nominal Amount shall be payable on such fifteenth day;



 


		(B)	upon
                                            each payment of interest (if any) prior to the Maturity Date in respect of this Note, the
                                            Schedule hereto shall be duly completed by the Issue and Paying Agent to reflect such payment;
                                            and



 


		(C)	if
                                            no Interest Payment Dates are specified on this Note, the Interest Payment Date shall be
                                            the Maturity Date.



 


		8.	If
                                            this is a fixed rate interest bearing Note, interest shall be calculated on the Nominal Amount
                                            as follows:



 


		(A)	interest
                                            shall be payable on the Nominal Amount in respect of each successive Interest Period (as
                                            defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest
                                            Payment Date, on the basis of the actual number of days in such Interest Period and a year
                                            of 360 days or, if this Note is denominated in Sterling or Renminbi, 365 days at the Fixed
                                            Interest Rate with the resulting figure being rounded to the nearest amount of the Specified
                                            Currency which is available as legal tender in the country or countries (in the case of the
                                            euro) of the Specified Currency (with halves being rounded upwards); and



 


		(B)	the
                                            period beginning on (and including) the Issue Date and ending on (but excluding) the first
                                            Interest Payment Date and each successive period beginning on (and including) an Interest
                                            Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an
                                            “Interest Period” for the purposes of this paragraph 8.



 






    31


     


    

 


		9.	If
                                            this is a floating rate interest bearing Note, interest shall be calculated on the Nominal
                                            Amount as follows:



 


		(A)	in
                                            the case of a Note which specifies EURIBOR as the Reference Rate on its face, the Rate of
                                            Interest will be the aggregate of EURIBOR and the Margin (if any) above or below EURIBOR.
                                            Interest shall be payable on the Nominal Amount in respect of each successive Interest Period
                                            (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant
                                            Interest Payment Date, on the basis of the actual number of days in such Interest Period
                                            and a year of 360 days.



 


As used
in this Note, “EURIBOR” shall be equal to EUR-EURIBOR (as defined in the latest version of the 2021 ISDA Interest
Rate Derivatives Definitions, including each Matrix (as defined therein) (and any successor thereto) each as published by the International
Swaps and Derivatives Association, Inc. (the “ISDA Definitions”) as at the Issue Date) as at 11.00 a.m. (Brussels
time) or as near thereto as practicable on the second TARGET Business Day before the first day of the relevant Interest Period (a “EURIBOR
Interest Determination Date”), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest
Period and the Designated Maturity (as defined in the ISDA Definitions) was the number of months specified on the face of this Note in
relation to the Reference Rate;


 


		(B)	in
                                            the case of a Note which specifies CNH HIBOR as the Reference Rate on its face, the Rate
                                            of Interest will be the aggregate of CNH HIBOR and the Margin (if any) above or below CNH
                                            HIBOR. Interest shall be payable on the Nominal Amount in respect of each successive Interest
                                            Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the
                                            relevant Interest Payment Date, on the basis of the actual number of days in such Interest
                                            Period and a year of 365 days.



 


As used
in this Note:


 


“CNH
HIBOR” shall be equal to the CNH-HIBOR (as defined in the ISDA Definitions) as 11.15 a.m. (Hong Kong time) or if, at or around
that time it is notified that such rate will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. or as near thereto as practicable
on the second Hong Kong Banking Day before the first day of the relevant Interest Period (a “CNH HIBOR Interest Determination
Date”), as if the Reset Date (as defined in the ISDA Definitions) was the first day of such Interest Period and the Designated
Maturity (as defined in the ISDA Definitions) was the number of months specified on the face of this Note in relation to the Reference
Rate; and


 


“Hong
Kong Banking Day” shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in Hong Kong;


 


		(C)	in
                                            the case of a Note which specifies any other Reference Rate on its face, the Rate of Interest
                                            will be the aggregate of such Reference Rate and the Margin (if any) above or below such
                                            Reference Rate. Interest shall be payable on the Nominal Amount in respect of each successive
                                            Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear
                                            on the relevant Interest Payment Date, on the basis of the Day Count Fraction specified hereon.
                                            As used in this Note, the Reference Rate shall be equal to the Reference Rate which appears
                                            on the Reference Rate Screen Page as at the Relevant Time on the Interest Determination Date
                                            as each such term is specified hereon;



 






    32


     


    

 


		(D)	the
                                            Calculation Agent will, as soon as practicable after 11.00 a.m. (Brussels time) on each EURIBOR
                                            Interest Determination Date or 11.15 a.m. (Hong Kong time) or if, at or around that time
                                            it is notified that the CNH HIBOR rate will be published at 2.30 p.m. (Hong Kong time), then
                                            as of 2.30 p.m. on each CNH HIBOR Interest Determination Date or at the Relevant Time on
                                            each other specified Interest Determination Date (as the case may be), determine the Rate
                                            of Interest and calculate the amount of interest payable (the “Amount of Interest”)
                                            for the relevant Interest Period. “Rate of Interest” means the rate which
                                            is determined in accordance with the provisions of paragraph 9(A), (B) or (C) (as the case
                                            may be). The Amount of Interest payable per Note shall be calculated by applying the Rate
                                            of Interest to the Nominal Amount, multiplying such product by the actual number of days
                                            in the Interest Period concerned divided by 360 or, if this Note is denominated in Sterling
                                            or Renminbi, by 365 or the relevant Day Count Fraction and rounding the resulting figure
                                            to the nearest amount of the Specified Currency which is available as legal tender in the
                                            country or countries (in the case of the euro) of the Specified Currency (with halves being
                                            rounded upwards);



 


		(E)	the
                                            period beginning on (and including) the Issue Date and ending on (but excluding) the first
                                            Interest Payment Date and each successive period beginning on (and including) an Interest
                                            Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called
                                            an “Interest Period” for the purposes of this paragraph 9; and



 


		(F)	the
                                            Issuer will procure that a notice specifying the Rate of Interest payable in respect of each
                                            Interest Period be published in accordance with paragraph 10 as soon as practicable after
                                            the determination of the Rate of Interest.



 


		10.	Notices
                                            to holders will be delivered to the bearer of this Note, or if that is not possible, it will
                                            be published in a leading English language daily newspaper published in London (which is
                                            expected to be the Financial Times). Any such notice shall be deemed to have been
                                            given on the date of such delivery or publication.



 


		11.	The
                                            determination of an applicable Rate of Interest and/or Amount of Interest by the Calculation
                                            Agent for any Interest Period pursuant to paragraph 9 shall (in the absence of manifest error)
                                            be final and binding upon the Issuer and the bearer of this Note.



 


		12.	If
                                            the proceeds of this Note are accepted in the United Kingdom, the Nominal Amount shall be
                                            not less than £100,000 (or the equivalent in any other currency).



 


		13.	Instructions
                                            for payment must be received before 10.00 a.m. (local time in the relevant principal financial
                                            centre of the country of the relevant payment) at the office of the Issue and Paying Agent
                                            referred to above together with this Note as follows:



 


		(A)	If
                                            the Note is denominated in Australian dollars, New Zealand dollars, Hong Kong dollars, Renminbi
                                            or Japanese Yen, at least two Business Days prior to the relevant payment date;



 


		(B)	if
                                            this Note is denominated in United States dollars, Canadian dollars, Swiss francs, euro or
                                            Sterling, at least one Business Day prior to the relevant payment date; and



 


		(C)	in
                                            all other cases, at least two Business Days prior to the relevant payment date.



 






    33


     


    

 


As used
in this paragraph 13, “Business Day” means:


 


		(1)	a
                                            day other than a Saturday or Sunday on which commercial banks are open for general business
                                            (including dealings in foreign exchange and foreign currency deposits) in London; and



 


		(2)	in
                                            the case of payments in euro, a TARGET Business Day, in the case of payments in Renminbi
                                            a day on which commercial banks are open for general business (including clearing and settlement
                                            of Renminbi) in Hong Kong, and, in all other cases, a day on which commercial banks are open
                                            for general business (including dealings in foreign exchange and foreign currency deposits)
                                            in the principal financial centre in the country of the Specified Currency.



 


		14.	This
                                            Note shall not be validly issued unless manually authenticated by the Issue and Paying Agent.



 


		15.	This
                                            Note and any non-contractual obligations arising out of or in connection with it are governed
                                            by, and shall be construed in accordance with, English law.



 


The
English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Note and any non-contractual
obligations arising from or connected with it (including a dispute regarding the existence, validity or termination of this Note). The
Issuer agrees and the bearer of this Note is deemed to agree that the English courts are the most appropriate and convenient courts to
settle any such dispute and accordingly will not argue to the contrary.


 


		16.	No
                                            person shall have any right to enforce any provision of this Note under the Contracts (Rights
                                            of Third Parties) Act 1999 but this does not affect any right or remedy of any person which
                                            exists or is available apart from that Act.



 






    34


     


    

 





	Signed on behalf of:	 
	RENTOKIL INITIAL PLC	 
	 	 
	By:	 	 
	 	(Authorised Signatory)	 
	 	 	 
	AUTHENTICATED by	 
	HSBC BANK PLC	 
	without recourse, warranty or liability
    and for authentication purposes only	 
	 	 
	By:	 	 
	 	(Authorised Signatory)	 




 






    35


     


    

 





SCHEDULE
1 : PAYMENTS OF INTEREST


 


The following payments of interest in
respect of this Note have been made:


 


FIXED
RATE INTEREST PAYMENTS


 





	Date
    of 

    Payment	Period
    From	Period
    To	Amount
    of Interest 

    Paid	Notation
    on 

    behalf of Issue 

    and Paying Agent
	 	 	 	 	
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





  


FLOATING
RATE INTEREST PAYMENTS


 


	Period
    From	Period
    To	Date
    of	Interest	Amount
    of	Notation
    on
	 	 	Payment	Rate
    per	Interest
    Paid	behalf
    of
	 	 	 	annum 	 	Issue
    and
	 	 	 	 	 	Paying
	 	 	 	 	 	Agent
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 





 






    36


     


    

 


SCHEDULE
3 FORM OF CONFIRMATION TO ISSUE AND PAYING AGENT


 


	To:	HSBC BANK PLC
	 	 
	Attention:	Issuer Services New Issues Team (Email: ctla.newissues@hsbc.com)
	 	 
	Date:	[·]



 


RENTOKIL
INITIAL PLC 


£1,000,000,000
Euro-Commercial Paper Programme


 


We hereby confirm
our [telephone/e-mail] instruction to prepare, complete, authenticate and issue Global Notes / Definitive Notes (in accordance with the
terms of the above Issue and Paying Agency Agreement). We hereby instruct you to:


 


		(a)	Credit
                                            the account of [name of Dealer] with [Euroclear/Clearstream] with the following underlying
                                            Notes:



 


	 	(i)	Currency
    and Amount:	[          ]	 
	 	(ii)	Denomination:	[          ]	 
	 	(iii)	Euro
    Equivalent:	[          ]	 
	 	(iv)	Trade
    Date:	[          ]	 
	 	(v)	Issue
    Date:	[          ]	 
	 	(vi)	Maturity
    Date:	[          ]	 
	 	(vii)	Interest
    payment date (if any):	[          ]	 
	 	(viii)	Yield/Interest
    Rate:	[          ]	 
	 	[against
    payment of [·]
    / free of payment].	 	 
	(b)	Hold
    the following Definitive Notes available for collection by [name of Dealer]:
	 	(i)	Currency
    and Amount:	[          ]	 
	 	(ii)	Denomination:	[          ]	 
	 	(iii)	Euro
    Equivalent:	[          ]	 
	 	(iv)	Trade
    Date:	[          ]	 
	 	(v)	Issue
    Date:	[          ]	 
	 	(vi)	Maturity
    Date:	[          ]	 
	 	(vii)	Interest
    payment date (if any):	[          ]	 
	 	(viii)	Yield/Interest
    Rate:	[          ]	 


 


against
an undertaking from such Dealer or of the paying bank for such Dealer to make payment of [·]
on the Issue Date.


 


For and on behalf of





RENTOKIL INITIAL PLC


 


	By:	 	 
	 	 
	Date:	 	 
	 	 



 






    37