Haleon : Notice of Meeting 2024

Notice of

2024 Annual

General Meeting

The AGM will be a virtual meeting, broadcast under studio conditions from our London offices at 3.00pm (BST) on Wednesday 8 May 2024.

Shareholders are invited to join online.

To access the Meeting visit: web.lumiagm.com/116808854

This document is important and requires your immediate attention.

If you are in any doubt about the action you should take in relation to this document, you should consult an independent financial advisor authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Haleon plc, you should forward this document to the person who arranged the sale or transfer so it may be passed to the purchaser.

Haleon plc is registered in England & Wales under company number 13691224.

2024 Annual General Meeting

Our corporate website is the principal means we use to communicate with shareholders. You can access the documents referenced in this Notice of Annual General Meeting, including the Annual Report & Accounts 2023 by visiting our website at www.haleon.com

Scan the QR code to access our website:

Contents

Key Information

Letter from the Chair	1
How to join the AGM	2
Our Board of Directors	4
Notice of AGM and Explanatory Notes	6
FAQs and Other Information
Voting & Shareholder FAQs	10
Other Information	12
Contact Details	13
Glossary	14
Appendix
Additional information for Resolutions 22 and 23	15

Participating in the Annual General Meeting

The Haleon plc Annual General Meeting (AGM or Meeting) will be a virtual meeting, broadcast from our London offices, and accessed via the Lumi electronic meeting platform (Lumi platform) commencing at 3.00pm (BST) on Wednesday

8 May 2024.

As this is a virtual meeting, Board members will be taking part in the Meeting under studio conditions.

Access the AGM at:

web.lumiagm.com/116808854

Details on how to join the AGM, ask questions and vote are set out on pages 2 and 3.

Key dates and times

In advance of the Meeting

	Ordinary
	shareholders	ADS holders
	(BST)	(EDT)
Question submission opens via	12.00pm	7.00am
Lumi platform	on Monday	on Monday
	15 April 2024	15 April 2024
Deadline for receipt of proxy	3.00pm	11.59pm
forms/instructions	on Friday	on Wednesday
	3 May 2024	1 May 2024
Deadline to submit questions in	5.00pm	12.00pm
advance via Lumi platform	on Monday	on Monday
	6 May 2024	6 May 2024
Deadline to contact the	3.00pm	10.00am
Registrar, Equiniti, or Depositary,	on Tuesday	on Tuesday
J.P. Morgan, for Lumi platform	7 May 2024	7 May 2024
access login for proxies and
corporate representatives

On the day

	Ordinary
	shareholders	ADS holders
	(BST)	(EDT)
Lumi platform opens including	2.00pm	9.00am
question submission and	on Wednesday	on Wednesday
teleconference line	8 May 2024	8 May 2024
Chair opens the AGM	3.00pm	10.00am
	on Wednesday	on Wednesday
	8 May 2024	8 May 2024

Haleon  Notice of Meeting 2024

Key Information

Letter from the Chair

"Haleon has made encouraging progress in its first full year since listing. I look forward to shareholders participating in the AGM this year."

Sir Dave Lewis

Chair

Haleon's 2024 AGM will be held at 3.00pm (BST) on Wednesday 8 May 2024. In line with Haleon's ways of working, this will be a virtual meeting, broadcast under studio conditions from our London offices, and accessed via the Lumi platform

• web.lumiagm.com/116808854. Further information on joining the Meeting is set out on the following pages.

We value shareholder participation in our AGM, and we have chosen a virtual approach in line with our Articles of Association and ways of working. With the significant majority of our share ownership situated outside of the UK, this format allows us to maximise engagement with all of our shareholders globally to participate in the AGM. Our approach is also in line with our responsible business ambitions by reducing the environmental impact of our AGM.

Business of the Meeting

This year we are proposing 23 resolutions which are set out for your consideration on pages 6 to 9 (inclusive).

Directors

All of the Board are standing for re-election at the 2024 AGM. The Board considers that each of the Directors continue to bring considerable knowledge, valuable skills and significant experience and that individually, and collectively, they make effective and important contributions to their respective roles. The Directors' biographies are available on pages 62-63 of the Annual Report and on our website, www.haleon.com. In line with the provisions of the UK Corporate Governance Code we have also included a statement setting out each Director's contributions and reasons for our recommendation for re-election on pages 4 and 5.

Voting

Your vote is important, and we encourage all shareholders to vote during the Meeting via the Lumi platform or in advance of the Meeting by appointing the Chair or person of your choice as a proxy. Voting on all resolutions on the day of the AGM will be by way of a poll. The results of voting will be announced via a regulatory information service and published on our website at www.haleon.com as soon as practicable following the AGM. Please see pages 10 and 11 for further details on how to vote.

Asking questions

We recognise the AGM is an important opportunity for you as a shareholder to put your questions concerning the business of the Meeting to the Board. We encourage shareholders to submit their questions in advance by accessing the Lumi platform from 12.00pm (BST) on Monday 15 April 2024. The deadline for pre-submitted questions is 5.00pm (BST) on Monday 6 May 2024. We also welcome live questions on the day of the AGM via the Lumi platform.

Recommendations

The Board believes that Resolutions 1-22 (inclusive) are in the best interests of the Company, its shareholders and wider stakeholder group as a whole and unanimously recommend that you vote in favour of each of them, as they intend to do so in respect of their own holdings.

The Independent Directors unanimously recommend that shareholders vote in favour of Resolution 23 (Authority to make off-market purchases from Pfizer) as they intend to do in respect of their own holding. David Denton and Bryan Supran, as the representatives of Pfizer on the Board, will not be making a recommendation to shareholders in relation to Resolution 23.

To avoid any potential conflict of interest, they have not participated in the Board's discussion in relation to Resolution 23.

On behalf of the Board, I thank you for your continued support of Haleon.

Yours sincerely

Sir Dave Lewis

Chair

12 April 2024

Haleon  Notice of Meeting 2024

1

How to join the AGM

Shareholders are invited to join the AGM online, via the Lumi platform. Outlined below is a step-by-step guide on how to join, submit your questions and votes.

The Board welcomes shareholder questions on the business of the Meeting. Questions can be submitted via the Lumi platform in advance of the AGM from 12.00pm (BST) on Monday 15 April 2024, even if you are unable to join on the day. Information on deadlines, question and vote submissions in advance of and during the AGM can be found on the following page and pages 10 and 11.

Validity of the AGM

The 2024 AGM has been called in accordance with Haleon plc's Articles of Association. Please note that the inability of one or more shareholders, proxies or corporate representatives to access, or continue to access, the Lumi platform, despite adequate facilities being made available by the Company, will not affect the validity of the Meeting or any business conducted at the Meeting.

Steps to access the AGM

Prior to accessing the Lumi platform on your device, smart phone or personal computer, please make sure your volume is on to ensure sure you can hear the full proceedings. Page 3 outlines full details on how to navigate the Lumi platform.

1 Visit: web.lumiagm.com/116808854 or scan the QR code below

Meeting ID: 116-808-854

Access to the Meeting will be available from 2.00pm on Wednesday 8 May 2024.

3 Access the AGM home screen

Once you have successfully entered your credentials the AGM home screen will appear.

Once the AGM begins, a live video feed will be available through the 'Broadcast' tab.

2 Enter your shareholder reference number (SRN) and personal identification number (PIN)

For ordinary shareholders your SRN is the unique 11 digit number for your shareholding. The PIN is the first two and the last two digits of your SRN. Your SRN can be found on your share certificate, via Shareview or by contacting Haleon's Registrar, Equiniti.

For registered ADS holders, you will have received a unique code and PIN from the Depositary to access the Meeting. Registered ADS holders will be provided with a unique code outlined in the meeting guide sent by our Depositary, J.P. Morgan.

Note: Each SRN or code and PIN can only be used to login on one device at a time.

4 Participate in the Meeting

The Lumi platform has tabs along the top of the page to allow you to participate in the AGM. You can ask a question, written or orally, via the 'Messaging' tab or submit your vote via the 'Voting' tab.

2Haleon  Notice of Meeting 2024

Key Information

How to use the Lumi platform

Information

The Lumi platform has a 'Home' tab, this hosts instructions on how to navigate the platform, there is also a user guide accessible under the 'Documents' tab.

Resolutions

When the Chair declares the poll open, a list of all resolutions and voting choices will appear. Full details of all resolutions are included within this Notice of Meeting, which is also available under the 'Documents' tab.

View

You can view proceedings through the 'Broadcast' tab. If joining on a mobile device, you will need to actively click on the 'Broadcast' tab. If joining via a personal computer, the broadcast will appear automatically.

Vote

Once the Chair declares the poll open, a list of all the resolutions and voting choices will appear on screen. To vote, simply select the option that corresponds with how you wish to vote.

Once you have made your choice the option will change colour and a confirmation message will appear to indicate that your vote has been cast and received. There is no submit button.

To vote on all resolutions in the same way, you can select the appropriate 'Vote all' option at the top of the page.

If you wish to cancel your live vote and not submit a vote to the Meeting, please press 'Cancel'. You may change your live vote at any time before the poll closes.

The poll will remain open for 10 minutes after the AGM has formally closed to enable all shareholders to cast their vote (unless extended at the discretion of the Chair).

Questions

Questions can be submitted via the Lumi platform.

If you would like to ask a written question, select the 'Messaging' tab. Type your question within the chat box at the top of the screen. To submit your question, click on the arrow icon.

If you would like to ask your question orally, this can be done via teleconference. To do this press the 'Request to speak' button at the bottom of the broadcast window. Follow the on-screen instructions, once connected, you will be placed in a queue and the Chair will invite you to speak when ready.

All questions should be relevant to the business of the Meeting. Please endeavour to keep your questions succinct to enable as many questions to be answered as possible.

Documents on Display

Copies of the Directors' service contracts or letters of appointment, Annual Report and Accounts 2023 and the 2024 Off-MarketBuyback Contract, together with the Articles of Association will be available for inspection at the Company's registered address during normal business hours. The Articles of Association are also available on our website at www.haleon.com.

The documents outlined above will also be available to view under the 'Documents' tab on the Lumi platform.

Help

If you have any issues during the Meeting, please click on the 'Home' tab for support.

You can also contact Equiniti by emailing:

[e-mail]

Please include your full name, shareholder reference number and postcode.

Technical requirements

You may connect to the Lumi platform via a smartphone or tablet, but a computer or laptop may provide a more stable connection.

Make sure you have an active internet connection to allow you to participate fully in the Meeting without interruption. It is the shareholder's responsibility to ensure you remain connected for the duration of the Meeting.

Please ensure that any speakers, headsets and microphones are tested before the Meeting commences and the volume is on.

Please ensure that your device has the latest version of an internet browser such as Chrome, Edge or Safari installed and is up to date with the latest software release.

Haleon  Notice of Meeting 2024

3

Our Board of Directors

Chair and Executive Directors

Sir Dave Lewis	Brian McNamara	Tobias Hestler
Chair	Chief Executive Officer	Chief Financial Officer
Appointed: 23 May 2022	Appointed: 23 May 2022	Appointed: 23 May 2022
Committee membership:	N

Contribution and reasons for re-election:Having previously held a number of senior global roles within retail and FMCG Dave has a strong track record of effective leadership and wealth of experience in business strategy, brand management and customer development.

Dave's vast experience has supported the Executive Team in establishing Haleon's purpose, culture and strategic pillars since becoming a standalone business post demerger.

Contribution and reasons for re-election:Brian has a thorough understanding of Haleon's business having led the consumer healthcare division of GSK since 2016.

Brian has continued the strong delivery of Haleon's purpose, aims and ambition as a stand-alone business and continues to demonstrate his commitment to delivering everyday health with humanity and puts this at the core of delivering Haleon's strategic priorities.

Contribution and reasons for re-election:Tobias has significant financial expertise, experience and knowledge having been CFO of the consumer healthcare division of GSK since 2017. Having led the finance department through the demerger in 2022 he has continued to demonstrate his ability to drive change across the Company whilst establishing a new look function.

Tobias contributes broadly on a wide range of topics across the Board and Audit & Risk Committee and has been instrumental in the Company continuing to deliver on its de-leveraging commitment.

Independent Non-Executive Directors

Manvinder Singh (Vindi) Banga

Marie-Anne Aymerich

Tracy Clarke

Senior Independent Non-Executive

Independent Non-Executive Director

Independent Non-Executive Director

Director (SID)

Appointed: 18 July 2022

Appointed: 18 July 2022

Appointed: 18 July 2022

Committee Membership:

E

Committee Membership:

A

E

N

R

Committee membership:

A

N

R

Contribution and reasons for re-election:Vindi has a strong track record of delivering outstanding performance in highly competitive global consumer-focusedorganisations. Vindi is recognised for his wide-rangingboard and global business experiences. He brings extensive expertise and leadership insights from his career in the global consumer sector. The Board benefits greatly from the breadth, variety and international scope of his experiences.

Contribution and reasons for re-election:Marie-Annebrings deep experience and knowledge of the consumer sector. Her skill set in development of brands strengthens the Board's experience and she is able to provide vital insight across our market categories and brands.

Her passion for purpose-led organisations and experience embedding ESG within organisations throughout her career enable Marie-Anne to bring significant insight and expertise as Chair to the Environmental & Social Sustainability Committee.

Contribution and reasons for re-election:Tracy is an experienced non-executivedirector with significant commercial and leadership expertise and experience on remuneration committees within large global listed organisations. In addition, having previously been responsible for Corporate Affairs and Sustainability at Standard Chartered alongside her membership of Chapter Zero she brings ESG experience to the Board and the Environmental & Social Sustainability Committee.

4Haleon  Notice of Meeting 2024

Key Information

Independent Non-Executive Directors

Dame Vivienne Cox

Asmita Dubey

Deirdre Mahlan

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Appointed: 18 July 2022

Appointed: 18 July 2022

Appointed: 18 July 2022

Committee Membership:

A

E

R

Committee Membership:

A

N

R

Contribution and reasons for re-election:Vivienne brings significant business experience gained across a range of sectors, supported by her deep understanding of the regulatory and political environments. She is a passionate advocate for boardroom diversity and in her role as Workforce Engagement Director has been instrumental in shaping the long-termemployee engagement plan to enable the Board to receive key insights and make sure the employee voice is bought into the Boardroom.

Contribution and reasons for re-election:Asmita has considerable marketing, digital and e-commerceexperience built from her career working for global consumer businesses across India, China, the Middle East and Europe. She brings extensive experience of digital and data-drivenmarketing and the application of emerging technologies to support brand and marketing strategies for global consumer brands.

Contribution and reasons for re-election:Deirdre is a proven Chief Financial Officer and director with a strong track record of delivery. She has significant financial and business experience gained predominantly in the consumer goods sector as well as a strong track record on audit committees which enables Deirdre to bring extensive background knowledge to her role as Chair of the Audit & Risk Committee.

Non-Executive Directors (nominated by Pfizer Inc.)

David Denton

Non-Executive Director;

Nominated by Pfizer Inc.

Appointed: 1 March 2023

Contribution and reasons for re-election:David has over 25 years of financial

and operational experience gained predominantly in the consumer facing healthcare sector. He has a strong record in leading organisational transformation and large corporate transactions.

Bryan Supran

Non-Executive Director;

Nominated by Pfizer Inc.

Appointed: 18 July 2022

Contribution and reasons for re-election:Bryan has had a successful career spanning over 25 years as a corporate and transactional attorney, holding multiple roles within Pfizer. He has significant experience at board level with particular knowledge on strategy, transactions and joint ventures.

Committee membership key:

	Committee Chair		Nominations &
	N
	Audit & Risk		Governance
A
	Remuneration
	Environmental &	R
E
	Social Sustainability

Further biographical details of the Directors are available on pages 62 and 63 of the 2023 Annual Report. This can be accessed by scanning the QR code or visiting www.haleon.com

Haleon  Notice of Meeting 2024

5

Notice of 2024 Annual General Meeting and Explanatory Notes

Notice is hereby given that the 2024 Annual General Meeting

of Haleon plc will be held on Wednesday 8 May 2024 at 3.00pm. The AGM will be held virtually, broadcast from our London offices, 185 Park Street, London, SE1 9BL. The business of the Meeting will be to consider and, if thought fit, approve the following resolutions, of which numbers 1-18 will be proposed as ordinary resolutions and numbers 19-23 will be proposed as special resolutions.

Report and accounts

1 To receive the Company's Annual Report & Accounts and Form 20-F for the year ended 31 December 2023 (the Annual Report).

The Company is required to present the Annual Report to shareholders at its AGM.

Visit www.haleon.com/investors/annual-report-2023

Remuneration

2 To approve the Directors' Remuneration Report for the year ended 31 December 2023 set out on pages 80 to 95 of the Annual Report.

The Directors' Remuneration Report gives details, in accordance with applicable regulations, of the Directors' remuneration for the year ended 31 December 2023. The Company is required to seek shareholder approval in respect of the contents of this report on an annual basis. The vote on the Directors' Remuneration Report is advisory in nature.

The Company's auditor, KPMG LLP, audited parts of the Director's Remuneration Report as required, and their report is set out on pages 99-115 (inclusive) of the Annual Report.

Dividend

3 To declare a final dividend of 4.2 pence per ordinary share for the year ended 31 December 2023.

The Company requires shareholder approval to pay a final dividend and the dividend cannot exceed the amount recommended by the Directors. If approved, the final dividend will be paid on Thursday 16 May 2024 to shareholders on the register of members at close of business on Friday 15 March 2024.

Re-election of Directors

Resolutions 4-14 (inclusive) concern the re-election of the Company's Directors.

4	Sir Dave Lewis
5	Brian McNamara
6	Tobias Hestler
7	Manvinder Singh (Vindi) Banga
8	Marie-Anne Aymerich
9	Tracy Clarke
10	Dame Vivienne Cox
11	Asmita Dubey
12	Deirdre Mahlan
13	David Denton
14	Bryan Supran

In accordance with the Company's Articles of Association and the UK Corporate Governance Code, all Directors seek election or re-election at the AGM annually. The Board is satisfied that it continues to maintain an appropriate balance of skills, experience and knowledge with each Director making important contributions to Board discussions.

Annual assessments are undertaken to confirm the Independent Non-Executive Directors' independence for the purposes of the UK Corporate Governance Code. The Company regards each of the Independent Non-Executive Directors to be independent pursuant to this criteria and confirms that no past or existing relationships, transactions or arrangements capable of impairing their judgement exist between them and the Company, or its Directors.

Biographical details of the Directors are available on pages 62 and 63 of the Annual Report and available at www.haleon.com. Pages 4 and 5 of this document lists the Directors, their roles, Committee memberships and their reasons for re-election, illustrating why each of their contributions are, and continue to be, important to the Company's long term success.

The Directors bring a wide range of experience and the Company considers that they make an important contribution to the Board's discussions and provide an impartial perspective. Additionally, the Company considers the performance of each of the Directors to be effective and that each of them demonstrate commitment to the role, including allocating sufficient time for Board and Committee meetings and all other duties. Accordingly, the appointment of each of the Directors pursuant to Resolutions

4 to 14 (inclusive) is recommended.

Auditor

1. To re-appoint KPMG LLP as auditor to the Company from the end of the AGM until the end of next year's AGM. The Company is required to appoint an external auditor annually at each general meeting at which the accounts are laid. The Audit & Risk Committee oversees the relationship with the external auditor and is responsible for the auditor selection process and for making a recommendation to the Board for shareholder approval regarding the appointment and/or reappointment of the external auditor.
   KPMG LLP (KPMG) has indicated its willingness to stand for reappointment as external auditor of the Company until the conclusion of the 2025 AGM.
   The Audit & Risk Committee have considered the independence, objectivity, audit quality and performance of KPMG over the course of the year and concluded that the 2023 external audit was effective and it is satisfied with KPMG's performance. The Audit & Risk Committee recommended to the Board the reappointment of KPMG for the financial year ending 31 December 2024. Further details of the work of the Audit & Risk Committee, including their assessment of the effectiveness of the external audit are available on pages 72-76 of the Annual Report.
2. To authorise the Audit & Risk Committee to determine the remuneration of the auditor.
   Resolution 16 proposes that the external auditor's remuneration be determined by the Directors. In practice and in line with its Terms of Reference, the Audit & Risk Committee will consider and approve the audit fees on behalf of the Board in accordance with the Competition and Markets Authority's Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. The Audit & Risk Committee are also responsible for reviewing any non-audit services provided by KPMG.
   Details on the fees paid to KPMG in respect of 2023 can be found on page 128 of the Annual Report.

6Haleon  Notice of Meeting 2024

Political donations

17 To authorise, for the purposes of Part 14 of the Companies Act 2006 (the Act), the Company and all companies which are its subsidiaries at any time, during the period for which this resolution has effect, to:

1. make donations to political parties and/or independent election candidates not exceeding £50,000 in total;
2. make donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total, provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of passing of this resolution and expiring at the end of the Company's AGM to be held in 2025 (or, if earlier,
   at the close of business on 30 June 2025).

Words, terms and expressions defined in Part 14 of the Act shall have the same meaning in this Resolution.

This Resolution seeks authority from shareholders for the Company and its subsidiaries to make donations to UK and/or EU political parties, other political organisations or independent electoral candidates, or to incur UK and/or EU political expenditure. It is the Company's policy not to make donations to political parties and the Company has no intention of altering this policy. However, as the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. Accordingly, the Company is seeking this protective authority to ensure that it does not inadvertently commit any breaches of the Act through the undertaking of routine activities which would not normally be considered to result in the making of political donations.

Authority to allot shares

18 To authorise the Directors generally and unconditionally in accordance with section 551 of the Act, in substitution for all subsisting authorities, to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £30,440,000 (representing 3,044,000,000 ordinary shares); and
2. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £60,880,000, representing approximately 6,088,000,000 ordinary shares (including within such limit the nominal value of any shares issued or rights granted under paragraph (a) above) in connection with an offer to:
3. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever.

Key Information

1. These authorities shall apply until the end of the Company's AGM to be held in 2025 (or, if earlier, at the close of business on 30 June 2025) but, in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority expires and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

The amount in limb (a) is equivalent to approximately 33% of the issued share capital of the Company and the amount in limb (b) is equivalent to approximately 66% of the issued share capital of the Company, in each case excluding treasury shares, as at the last practicable date.

The Directors have no present intention to exercise the authority sought under this Resolution, except to fulfil the Company's obligations under its employee share plans. As at the last practicable date, the Company does not hold any treasury shares.

General authority to disapply pre-emption rights

19 If Resolution 18 is passed, the Directors be authorised pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 18 as if section 561(1) of the Act did not apply to any such allotment, provided that the authority:

1. shall be limited to:
2. 1. the allotment of equity securities in connection with an offer of equity securities to:
   2. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
      2. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever arising in connection with such offer; and
   3. in the case of the authority granted under Resolution 18 (a), the allotment of equity securities (otherwise than under paragraph (a) (i) and (iii) of this Resolution) up to an aggregate nominal amount of £9,130,000 (representing 913,000,000 ordinary shares); and
   4. when an allotment of equity securities has been made pursuant to paragraph (a)(ii) of this Resolution (a paragraph (a) (ii) allotment), the allotment of additional equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (a) (ii) allotment, provided that any allotment pursuant to this paragraph (a)(iii) shall be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022;
3. applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this Resolution the words "under the authority given by Resolution 18" were omitted; and

Haleon  Notice of Meeting 2024

7

Notice of 2024 Annual General Meeting and Explanatory Notes continued

1. shall expire at the end of the Company's next AGM (or, if earlier, at the close of business on 30 June 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Additional authority to disapply pre-emption rights

20 If Resolutions 18 and 19 are passed, the Directors be authorised, in addition to any authorisation granted under Resolution 19, pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash under the authority granted under Resolution 18 as if section 561(1) of the Act did not apply to any such allotment, provided that the authority:

1. in the case of the authority given under Resolution 18 (a), shall be limited to:
2. 1. the allotment of equity securities (otherwise than pursuant to paragraph (a)(ii) below) up to an aggregate nominal amount of £9,130,000 (representing 913,000,000 ordinary shares), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022; and
   2. when any allotment of equity securities is or has been made pursuant to paragraph (a)(i) of this Resolution 20 (a paragraph (a)(i) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (a)(i) allotment, provided that any allotment pursuant to this paragraph (a)(ii) shall be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by
      the Pre-Emption Group in 2022;
3. applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as in the first paragraph of this Resolution the words "under the authority given by Resolution 18" were omitted; and
4. such authority to apply until the end of the Company's next AGM (or, if earlier, at the close of business on 30 June 2025) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority ends and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Resolutions 19 and 20 are to be voted on as special resolutions and would, subject to the passing of Resolution 18, give the Directors power to allot equity securities (or sell any treasury shares) for cash without first offering them to existing shareholders in proportion to their existing holdings on the basis set out below.

In line with the latest Statement of Principles published by the Pre-Emption Group in 2022, Resolution 19 contains a three-part waiver. The first part of Resolution 19 is limited to the allotment of shares for cash on a pre-emptive basis to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders. The second part of Resolution 19 is limited to the allotment of shares for cash up to an aggregate nominal value of approximately 10% of the Company's issued ordinary share capital as at the last practicable date (which includes the sale on a non-pre-emptive basis of any treasury shares). The third part of Resolution 19 applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the second waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the second waiver.

The power under Resolution 20 is in addition to that proposed by Resolution 19 and has two parts. The first part is limited to the allotment of shares for cash up to an aggregate nominal value of approximately a further 10% of the Company's issued ordinary share capital as at the last practicable date (which includes the sale on a non-pre-emptive basis of any treasury shares). The first part of the waiver may only be used for an allotment of shares for cash for the purposes of a financing (or re-financing, if the waiver is used within 12 months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles. The second part of the waiver applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the first part of the waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the first waiver.

The Directors confirm that in the instance of a 'follow-on' offer, the Company intends to include the expected features and follow the shareholder protections outlined in Section 2B of the Pre-Emption Group's 2022 Statement of Principles.

At present the Board does not have a current intention to exercise the powers in Resolution 19 and 20, but the Board considers they are appropriate and would offer the Company flexibility if needed to finance potential business opportunities or to conduct a pre-emptive offer beyond the requirements of the statutory pre-emption provisions.

Notice of general meetings

21 To authorise the Directors to call general meetings

(other than an AGM) on not less than 14 clear days' notice. Under the Act, the notice period required for all general meetings of the Company is 21 clear days. However, shareholders can agree to approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days.

8Haleon  Notice of Meeting 2024