Regulatory Application

24 December 2002
                                                                               
           Joh.A.Benckiser Exchanges `A' Shares into Ordinary Shares           

Reckitt Benckiser plc announced today that its largest shareholder, Joh A
Benckiser GmbH (JAB) is exercising its rights to exchange 13,655,000 `A' shares
in Reckitt Benckiser Holdings BV (the A Shares) into 68,275,000 ordinary shares
in Reckitt Benckiser plc. This will result in the cancellation of the special
voting share and complete the transitional arrangements from the merger of
Benckiser NV and Reckitt & Colman plc in 1999.

At the time of the merger in 1999, JAB held two shareholdings in Benckiser NV
(BNV). One of these holdings was exchanged into Reckitt Benckiser plc (RB)
ordinary shares at that time in the ratio of 5 RB shares for 1BNV, the ratio on
which the merger of equals was executed. The other holding, of 13,655,000 BNV
`A' shares, could not be converted at that time for complex domicile and tax
reasons. It was therefore temporarily left as an equal number of shares in
Reckitt Benckiser Holdings BV, with the right to exchange into RB shares on the
same ratio of 5 to1 at any time until 30 September 2005. At the same time, JAB
was granted a special voting share, conferring rights directly in RB equivalent
to these shares in respect of voting entitlement, which would be cancelled once
these shares were exchanged. This arrangement, covered by a shareholder
agreement, was fully disclosed in the merger documents and in subsequent annual
reports.

Following these exchanges, JAB will hold 171,105,415 ordinary shares in Reckitt
Benckiser plc (24.3% of the total issued share capital) and voting and dividend
rights equating only to this direct holding. Under the shareholder agreement,
JAB has the right to nominate two non-executive members of the Board of RB as
long as it holds 20% or more, and one non-executive as long as it holds more
than 10% of the issued share capital. Two current non-executives, Peter Harf
and Dieter Meuderscheid, are considered to have been nominated by, and to
represent, JAB.

As a result of the exchanges, the number of ordinary shares in issue in Reckitt
Benckiser plc will increase by 68,275,000 to 705m, and the official market
capitalisation of the Company will increase accordingly. However these
exchanges will have no impact on the earnings per share, dividend payment or
other economic interests of the Company. This is because RB has, in order to
show a true a fair view, included the amounts attributable to the `A' shares as
if they had been exchanged for RB ordinary shares in calculating earnings per
share and all other per share data, and in paying ordinary dividends since the
merger in 1999. The details of this previous treatment are fully disclosed in
the Accounting Policies in the Annual Report (p.30 in the 2001 Annual Report).

Application has been made to the UK Listing Authority for the ordinary shares
arising fromthe exchanges to be admitted to the Official List and to the London
Stock Exchange for them to be traded. It is expected that admission will become
effective and trading will commence as follows:

63,000,000 ordinary shares on 27 December 2002

5,275,000 ordinary shares on 31 December 2002

For further information                                                        
                                                                               
Tom Corran                                                                     
                                                                               
SVP Investor Relations & Corporate Communications    [phone]       
                                                                               
www.reckittbenckiser.com