Scheme of arrangement

Rentokil Initial PLC
26 May 2005


REG-Rentokil Initial PLC - Scheme of arrangement: Result of Meetings

PROPOSED REORGANISATION OF RENTOKIL INITIAL PLC ('RENTOKIL INITIAL')

RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING

Court Meeting

The Board of Rentokil Initial is pleased to announce that, at a meeting of
Rentokil Initial shareholders, convened by the High Court of England and Wales
(the 'High Court') and held earlier today (the 'Court Meeting'), the proposed
scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme')
to introduce a new listed holding company, Rentokil Initial 2005 plc (to be
renamed Rentokil Initial plc upon the Scheme becoming effective) ('New Rentokil
Initial'), was duly approved. Details of the Scheme and the notice of the Court
Meeting are set out in the circular posted to Rentokil Initial shareholders on
26 April 2005.

The vote was conducted by way of a poll and the results were as follows:

                     By number      %            By shareholding       %

Votes in favour      3,700          93.7%        1,130,217,543         99.95%

Votes against        248            6.3%         543,995               0.05%



Extraordinary General Meeting

At an Extraordinary General Meeting of Rentokil Initial shareholders held
immediately after the Court Meeting, a special resolution approving various
matters to give effect to the Scheme was also duly passed (on a show of hands).

Details of the resolution are contained in the notice of the Extraordinary
General Meeting set out in the circular posted to Rentokil Initial Shareholders
on 26 April 2005.

The Scheme remains subject to the satisfaction of certain conditions, including
the sanction of the High Court at a hearing expected to be held on 20 June 2005.
Subject to the satisfaction of such conditions, the Scheme is expected to become
effective on 21 June 2005 and the issued ordinary share capital of New Rentokil
Initial is expected to be admitted to the Official List and to trading on the
London Stock Exchange's market for listed securities at 8.00 a.m. on 21 June
2005. It is also expected that Rentokil Initial ordinary shares will be delisted
at that time.

A further announcement will be made following the Court hearing.

For further information please contact:

Rentokil Initial

Roger Payne, Group Finance Director Tel: [phone]
Charles Grimaldi, Investor Relations Tel: [phone]

UBS Investment Bank

Emma Goodrick Tel: [phone]
Jonathan Bewes Tel: [phone]

UBS Limited is acting for Rentokil Initial and New Rentokil Initial and no-one
else in connection with the Scheme and the proposed reduction of capital of New
Rentokil Initial ('Reduction of Capital') and, accordingly, will not be
responsible to anyone other than Rentokil Initial and New Rentokil Initial for
providing the protections afforded to its clients nor for providing advice in
relation to the Scheme or the Reduction of Capital or any other matters referred
to in the Listing Particulars, the Scheme Document or herein.



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