AGM Statement

Rentokil Initial PLC
27 May 2004




                                                                   27th May 2004

                                  AGM STATEMENT

At Rentokil Initial's AGM at 11.00am today, Brian McGowan, Chairman, gave the
following statement:

'This time last month I did not expect to be standing here today as Chairman
addressing you and I am sure you did not expect to see me either.

'Last week was one of the more difficult in the company's history with much
media commentary. It is important in the light of so much speculation that I
clarify the position to you as shareholders.

'Sir Clive Thompson's contribution to Rentokil Initial over the past twenty
years or so has been immense. His achievements have, quite rightly, made him one
of the most successful businessmen of the eighties and nineties. For that
reason, the events of last week were particularly painful for all of us and
obviously for Sir Clive.

'Today, market conditions have become increasingly difficult and Rentokil
Initial's growth has disappointed over the last three or four years;
disappointing not only to those of us at Rentokil Initial, but for you as
shareholders. I should emphasise that these are operational issues rather than
anything more fundamental. The business itself remains financially strong but it
was clear to the Board that a fresh perspective was needed and new leadership
was necessary to achieve this.

'Accordingly it was announced on 19th May that Sir Clive had stepped down as
Chairman of the Board and non executive director of Rentokil Initial plc. Making
this sort of decision is never easy and none of us derived any pleasure from the
events of last week.

'We also issued a trading statement in which we announced that the Board
believed that profit before tax for 2004 would be substantially lower than
market expectations and that at constant average exchange rates for 2003, it
should be not less than £350m. The focus now must be on the future of the
business.

'I plan to spend the coming months working with James Wilde the Chief Executive
and his management team as they re-assess and, if necessary, modify their
operational strategy to take account of the challenges that have resulted in
this year's disappointments on profits. As a team, we are focused on the
long-term profitable growth of the business.


'At the same time we will be looking at our whole dividend and share re-purchase
strategy. The company continues to generate strong cash flow. We will make a
fuller statement on our future policy in this area at the time of our interim
results. However, in order to reduce uncertainty at this stage, the Board today
states its intention of paying a dividend of 6.71p per share in relation to the
year ending 31st December, 2004.

'The Board has appointed Ron Spinney to take on my former role of Deputy
Chairman and Senior Independent Non-Executive Director and we will also be
looking to appoint a new non-executive director.

'Despite all the press comment of last week, we should never forget that
Rentokil Initial is a wonderful business with some very special qualities:

   • Firstly, it is highly cash generative;

   • As James will tell you, it is powerfully positioned to take advantage of
     three key concerns in the world today; Hygiene, Safety and Security. The
     opportunities for growth are immense;

   • It is truly international with operations in more than forty countries
     including all the major developed economies; and

   • It has two terrific brands with a deserved reputation for integrity,
     consistency and quality of service; delivered by its 93,000 employees to a
     huge diversified customer base.

'Whatever has been said in recent days cannot take away these facts. However,
this is a company that also needs refocusing and getting the top line growth
which we have been missing for a number of years. We will not shrink from
difficult decisions. I believe that, with the right direction and James and his
management team, we will be able to return to the company the pride of being one
of Britain's most successful companies.'

                                    - ENDS -

For further information:

Brian McGowan, Chairman                              00 44 (0) 1342 833 022
James Wilde, Chief Executive
Charles Grimaldi, Corporate Affairs Director

John Sunnucks/Gill Ackers, Brunswick Group LLP       00 44 (0) 207 404 5959




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