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Reckitt Benckiser Treasury Services Offering Memorandum Strictly Confidential Reckitt Benckiser Treasury Services plc (incorporated as a public limited company in England and Wales with registered number 05960843) Reckitt Benckiser Treasury Services (Nederland) B.V. (incorporated as a private limited liability company in the Netherlands with registered number 77869540) €850,000,000 0.375 per cent. Senior Notes due 2026 €850,000,000 0.750 per cent. Senior Notes due 2030 £500,000,000 1.750 per cent. Senior Notes due 2032 fully and unconditionally guaranteed by Reckitt Benckiser Group plc (incorporated as a public limited company in England and Wales with registered number 06270876) The €850,000,000 0.375 per cent. Senior Notes due 2026 (the “2026 Euro Notes”) and the €850,000,000 0.750 per cent. Senior Notes due 2030 (the “2030 Euro Notes”, and together with the 2026 Euro Notes, the “Euro Notes”), will be issued by Reckitt Benckiser Treasury Services (Nederland) B.V. The £500,000,000 1.750 per cent. Senior Notes due 2032 (the “Pound Sterling Notes”, and together with the Euro Notes, the Notes”) will be issued by Reckitt Benckiser Treasury Services plc (an “Issuer” and, together with Reckitt Benckiser Treasury Services (Nederland) B.V., the “Issuers”). The payment of all amounts due in respect of the Notes will be fully and unconditionally guaranteed by Reckitt Benckiser Group plc (the “Guarantees” and the “Guarantor”, respectively). Interest on the 2026 Euro Notes will be payable annually in arrears on 19 May of each year, commencing on 19 May 2021. Interest on the 2030 Euro Notes will be payable annually in arrears on 19 May of each year, commencing on 19 May 2021. Interest on the Pound Sterling Notes will be payable annually in arrears on 19 May of each year, commencing on 19 May 2021. The 2026 Euro Notes will mature on 19 May 2026, the 2030 Euro Notes will mature on 19 May 2030 and the Pound Sterling Notes will mature on 19 May 2032. Reckitt Benckiser Treasury Services (Nederland) B.V. may redeem the Euro Notes, in whole or in part, at its option, at any time and from time to time prior to 19 February 2026 for the 2026 Euro Notes and 19 February 2030 for the 2030 Euro Notes at the “make-whole” redemption price plus accrued and unpaid interest (including any additional amounts) on the principal amount of the relevant Euro Notes to be redeemed to but excluding the redemption date for the relevant Euro Notes. In addition, Reckitt Benckiser Treasury Services (Nederland) B.V. may redeem the Euro Notes, in whole or in part, at its option, at any time and from time to time on and after 19 February 2026 for the 2026 Euro Notes and 19 February 2030 for the 2030 Euro Notes at a redemption price equal to 100.00 per cent. of the principal amount of the relevant Euro Notes to be redeemed, plus accrued and unpaid interest to the redemption date for the relevant Euro Notes. Reckitt Benckiser Treasury Services plc may redeem the Pound Sterling Notes, in whole or in part, at its option, at any time and from time to time at the “make-whole” redemption price. The Issuers, as applicable, may also redeem each series of the Notes, in whole and not in part, upon the occurrence of certain changes in tax law. The Notes and the Guarantees will be direct, unsubordinated and unsecured indebtedness of the Issuers and the Guarantor, respectively, and will rank equally in right of payment among themselves and with all other existing and future unsubordinated and unsecured indebtedness of the Issuers and the Guarantor, respectively. In addition, pursuant to a deed poll guarantee dated 19 May 2020 (the “Deed Poll”), Reckitt Benckiser Treasury Services plc will be unconditionally and irrevocably guaranteeing the obligations of Reckitt Benckiser Treasury Services (Nederland) B.V. in respect of the Euro Notes (“the Euro Notes Intercompany Guarantee”). This Offering Memorandum has been approved as a prospectus by the Financial Conduct Authority (the “FCA”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Offering Memorandum as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FCA should not be considered as an endorsement of the Issuers or the Guarantor or of the quality of the Notes that are the subject of this Offering Memorandum. Investors should make their own assessment as to the suitability of investing in the Notes that are the subject of this Offering Memorandum. Application has been made to the FCA for each series of the Notes to be admitted to the official list of the FCA (the “Official List”) and for the Notes to be admitted to trading on the regulated market of the London Stock Exchange plc (the “London Stock Exchange”) (the “Market”). The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended) (“MiFID II”). References in this Offering Memorandum to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the Market and have been admitted to the Official List. This Offering Memorandum comprises a prospectus for the purposes of Article 6(3) of the Prospectus Regulation. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 31. Offer Price for the 2026 Euro Notes: 99.433 per cent. Offer Price for the 2030 Euro Notes: 99.904 per cent. Offer Price for the Pound Sterling Notes: 98.746 per cent. plus, in each case, accrued interest, if any, from 19 May 2020 ___________________________________________________________ The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any state of the United States and any other jurisdiction. Accordingly, the Notes are being offered or sold (i) outside the United States to persons that are not U.S. persons in reliance on Regulation S (the “Regulation S Notes”) and (ii) within the United States in reliance on Rule 144A under the Securities Act (“Rule 144A”), only to persons who are “qualified institutional buyers” (each a “QIB”) within the meaning of Rule 144A (the “Rule 144A Notes”), and in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. Each purchaser of the Notes in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes are subject to other restrictions on transferability and resale, see “Plan of Distribution” and “Transfer Restrictions”. Delivery of the Notes of each series in book-entry form is expected to be on or about the Issue Date. The Notes of each series will be issued in registered form in minimum denominations of £100,000/€100,000 and integral multiples of £1,000/€1,000 in excess thereof, as applicable. The 2026 Euro Notes will be represented at all times by interests in a registered form global note without coupons attached (each a “2026 Euro Global Note”) deposited on or about the Issue Date with a common safekeeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”) and registered in the name of a nominee of the common safekeeper. The 2030 Euro Notes will be represented at all times by interests in a registered form global note without coupons attached (each a “2030 Euro Global Note”, and together with the 2026 Euro Global Note, the “Euro Global Notes”) deposited on or about the Issue Date with a common safekeeper for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of the common safekeeper. The Pound Sterling Notes will be represented at all times by interests in a registered form global note without coupons attached (each a “Pound Sterling Global Note”) deposited on or about the Issue Date with a common depositary for Euroclear and Clearstream, Luxembourg. See “Book-Entry Clearance Systems”. Interests in the Euro Global Notes and the Pound Sterling Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Definitive Notes evidencing holdings of interests in the Global Notes will be issued in exchange for interests in the Global Notes only in certain limited circumstances described herein. It is expected that the Notes will be rated “A–” by Standard & Poor’s Global Ratings (“S&P”) and “A3” by Moody’s Investors Service Ltd. (“Moody’s”), subject to confirmation at closing. A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn by the relevant rating agency if, in its judgment, circumstances in the future so warrant.
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