Haleon : Notice of Meeting 2023

Notice of Annual General Meeting 2023 and explanatory circular to shareholders

Thursday 20 April 2023 at 3.00 p.m. Digitally-enabled meeting, broadcast from and held

at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares in Haleon plc, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Hello.

We are Haleon.

We are a world-leading consumer health company with a clear purpose to deliver better everyday health with humanity.

Our leading brands, built on science, innovation

and deep human understanding, are trusted by millions of consumers globally.

Contents

Part 1	Letter from the Chair	1
Part 2	Notice of Annual General Meeting	2-4
Part 3	Explanatory notes to the Resolutions	5-10
Part 4	Explanatory notes to the Notice of Annual
	General Meeting	11-13
Part 5	How to join the Annual General Meeting	14
Part 6	Principal provisions of the Share Plans	15-18
Part 7	Additional Information relating
	to the Waiver resolution	19-23
Part 8	Definitions	24-27
Part 9	Contacts	28
Appendix	Statement of Reasons relating to Deloitte LLP
	ceasing to act as auditors of Haleon plc	29

Participating in the Annual General Meeting

The Haleon plc Annual General Meeting ("AGM" or "Meeting") will be a fully digitally-enabled meeting, broadcast from and held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, commencing at 3.00 p.m. (UK time) on Thursday 20 April 2023.

Please do not travel to the venue on the day. As this will be a digital meeting, Board members will be taking part in the Meeting broadcast under studio conditions and will not be available for interaction with Shareholders in person.

Any Shareholders travelling to the venue will be advised to join the Meeting electronically, and will be provided with assistance to do so, if needed. Refreshments will not be provided.

Please see the details on pages 11 to 13 for information on how to join the AGM, ask questions and vote.

Please do visit our website to view our Annual Report and Accounts for the financial year ending 31 December 2022 (the "Annual Report and Accounts 2022") and other shareholder information

at www.haleon.com/investors.

2Haleon  Notice of Meeting 2023

Part 1 - Letter from the Chair

Sir Dave Lewis

Dear fellow Shareholder,

I am pleased to invite you to Haleon's first Annual General Meeting ("AGM"), to be held at 3.00 p.m. on Thursday 20 April 2023. In line with Haleon's digital agenda, this will be a fully digitally-enabled meeting, broadcast from and held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY. We look forward to you joining us electronically via the Lumi AGM platform - web.lumiagm.com/104-052-614. Further information on joining the meeting is set out on pages 11 to 13.

The Notice of AGM and Resolutions

The Notice of AGM ("Notice"), which follows this letter, sets out the business to be considered at the meeting. I would like to apologise to you all for the length of this Notice and while this includes all the information required by regulation, I sincerely hope that we will be able to reduce the length of our Notices to you in future.

In addition to the standard Resolutions, we have a number of additional Resolutions this year. These include the approval of our Remuneration Policy, a number of share plans, various buyback authorities and the waiver of the Rule 9 offer obligation under the City Code on Takeovers and Mergers (the "Takeover Code"). All Resolutions are set out in the Notice on pages 2 to 4 and explanatory notes to each are provided on pages 5 to 10, including specific detail of the impact on certain resolutions as a result of Pfizer Inc.'s ("Pfizer") beneficial ownership of 32.0% and the GSK group's beneficial ownership (held by Glaxo Group Limited and the SLPs, excluding certain GSK employee share ownership plan trusts) of 12.94% of the Company's issued share capital as at 10 March 2023 (being the latest practicable date before publication of this Notice).

Further information about the waiver of the Rule 9 offer obligation, as well as certain information required by the Takeover Code can be found on pages 19 to 23 and in Part 7 of this Notice.

Recommendations

All of your Directors consider Resolutions 1-25 (inclusive) to be in the best interests of the Company and its Shareholders and unanimously recommend that you vote in favour of each of them, as they intend to do as fellow Shareholders. David Denton and Bryan Supran, as the representatives of Pfizer on the Board, will not be making a recommendation to Shareholders in relation to Resolutions 26 to 29 (inclusive). To avoid any potential conflict of interest, they have not participated in the Board's discussion in relation to these Resolutions. The Directors other than David Denton and Bryan Supran (the "Independent Directors"), who have been so advised by Citigroup Global Markets Limited ("Citi") in relation to Resolution 26 (Purchase of own shares), Resolution 28 (Authority to make off-

market purchases of own shares from the GSK Shareholders) and Resolution 29 (Approval of waiver of Rule 9 offer obligation), consider Resolutions 26 to 29 (inclusive) to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Independent Directors unanimously recommend that (i) Shareholders vote in favour of Resolution 26 (Purchase of own shares), Resolution 27 (Authority to make off- market purchases of own shares from Pfizer) and Resolution 28 (Authority to make off-market purchases of own shares from the GSK Shareholders); and (ii) the Independent Shareholders (as defined on page 25) vote in favour of Resolution 29 (Approval of waiver of Rule 9 offer obligation), as they intend to do as fellow Shareholders.

Asking questions and voting

We value your participation and your vote. You can ask questions on the day or in advance of the meeting - details on how to do this are provided on pages 11 to 14. We encourage you to vote either by joining us electronically at the AGM and using the Lumi meeting platform or by voting in advance by submitting a proxy vote. Guidance on how to vote in person or by proxy and information on corporate representatives can be found on pages 11 to 12. The results of voting will be announced via the Regulatory News Service and published on our website at www.haleon.com as soon as possible following the AGM.

Climate transition action plans

Reducing carbon emissions is a focus area for all our stakeholder groups and a priority within our operations. As we have set out in the Annual Report and Accounts 2022, we aim to reduce our net Scope 1 & 2 carbon emissions by 100%, by 2030. We have achieved 100% renewable electricity across our directly owned and controlled sites and are focused on addressing our remaining Scope 1 carbon emissions. Given the importance of this agenda, we have recently established the Environmental and Social Sustainability Committee to provide oversight of our progress in relation to environmental and social sustainability and the relevant external governance and regulatory requirements. We will provide a further update in next year's annual report and accounts.

On behalf of your Board, I thank you for your support of Haleon since our listing in July 2022 and look forward to welcoming you to the AGM.

Yours sincerely

Sir Dave Lewis

Chair

Haleon plc

20 March 2023

Haleon  Notice of Meeting 2023

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Part 2 - Notice of Annual General Meeting

Notice is hereby given that the first Annual General Meeting of Haleon plc will be broadcast from and held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY at 3.00 p.m. on 20 April 2023, to consider and, if thought fit, pass the Resolutions set out in this Notice.

All Resolutions apart from Resolutions 20, 21, 22, 26, 27 and 28 are proposed as ordinary Resolutions. Resolutions 20, 21, 22, 26, 27 and 28 are proposed as special Resolutions. Voting on all Resolutions to be proposed at the AGM will be by way of a poll.

Report and accounts

1. To receive the Company's annual report and accounts for the financial period ended 31 December 2022.

Remuneration

1. To approve the Directors' Remuneration Report for the period ended 31 December 2022 (other than the part containing the Directors' Remuneration Policy) set out on pages 82 to 85 and pages 95 to 105 of the Company's Annual Report and Accounts 2022.
2. To approve the Directors' Remuneration Policy, as set out on pages 86 to 94 of the Company's Annual Report and Accounts 2022, such Directors' Remuneration Policy to take effect from the date of the AGM.

Dividend

4. To declare a final dividend of 2.4 pence per Ordinary Share.

Directors

To re-appoint the following Directors:

1. Sir Dave Lewis
2. Brian McNamara
3. Tobias Hestler
4. Vindi Banga
5. Marie-AnneAymerich
6. Tracy Clarke
7. Dame Vivienne Cox
8. Asmita Dubey
9. Deirdre Mahlan
10. David Denton
11. Bryan Supran

Auditor

1. To appoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid.
2. To resolve that the Audit & Risk Committee determine the remuneration of the Auditor on behalf of the Board.

Political donations

18. To authorise in accordance with sections 366 and 367 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 annual general meeting to be held in 2024 (or, if earlier, at the close of business on 30 June 2024).

For the purpose of this Resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.

Authority to allot shares

19. To authorise the Directors, 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 £30,780,000; and
2. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £61,560,000 (including within such limit the nominal value of any shares issued or rights granted under paragraph (i) 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. These authorities shall apply until the end of the Company's annual general meeting to be held in 2024 (or, if earlier, 30 June 2024), 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.

General authority to disapply pre-emption rights

20. If Resolution 19 is passed, to authorise the Directors in substitution for all subsisting authorities, pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash under the authority given by that Resolution and/or to sell Ordinary Shares of £0.01 each in the capital of the Company held by the Company as Treasury Shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that the power shall be limited to:

2Haleon  Notice of Meeting 2023

1. the allotment of equity securities and sale of Treasury Shares for cash in connection with an offer of, or invitation to apply for, 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; and
3. in the case of the authority granted under Resolution
   19 (i), the allotment (otherwise than under paragraph (i) above) of equity securities or sale of Treasury Shares for cash up to an aggregate nominal amount of £4,610,000, such power to expire at the end of the Company's annual general meeting to be held in 2024 (or, if earlier, 30 June 2024), 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 power ends, and the Directors may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.

Additional authority to disapply pre-emption rights

21. If Resolution 19 is passed, and in addition to the power granted to them under Resolution 20, to authorise the Directors pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash, pursuant to the authority conferred by Resolution 19 as if section 561 of the Act did not apply to the allotment, provided that the power shall,

1. in the case of the authority granted under Resolution 19(i):
2. 1. be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £4,610,000; and
   2. be used only for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-Emption Group in 2015; and
3. apply until the end of the Company's annual general meeting to be held in 2024 (or, if earlier, 30 June 2024) but, 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 power ends, and the Directors may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Notice of general meetings

22. To authorise the Directors to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice.

Share plans

1. To approve the adoption of the Haleon plc Performance Share Plan 2023 (the "PSP"), the principal features of which are summarised in Part 6 of this document and the rules of which have been signed for the purposes of identification by the Chair and authorise the Directors to:
2. 1. do whatever may be necessary or expedient to carry the PSP into effect, including making such modifications to the PSP as they may consider appropriate to take account of the requirements of the Financial Conduct Authority and best practice; and
   2. establish further plans for the benefit of employees outside the UK, based on the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation contained in the PSP.
3. To approve the adoption of the Haleon plc Share Value Plan 2023 (the "SVP"), the principal features of which are summarised in Part 6 of this document and the rules of which have been signed for the purposes of identification by the Chair, and authorise the Directors to:
4. 1. do whatever may be necessary or expedient to carry the SVP into effect, including making such modifications to the SVP as they may consider appropriate to take account of the requirements of the Financial Conduct Authority and best practice; and
   2. establish further plans for the benefit of employees outside the UK, based on the SVP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against any limits on individual and overall participation contained in the SVP.
5. To approve the adoption of the Haleon plc Deferred Annual Bonus Plan 2023 (the "DABP"), the principal features of which are summarised in Part 6 of this document and the rules of which have been signed for the purposes of identification by the Chair, and authorise the Directors to:
6. 1. do whatever may be necessary or expedient to carry the DABP into effect, including making such modifications to the DABP as they may consider appropriate to take account of the requirements of the Financial Conduct Authority and best practice; and
   2. establish further plans for the benefit of employees outside the UK, based on the DABP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against any limits on individual and overall participation contained in the DABP.

Haleon  Notice of Meeting 2023

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