Allen Overy Shearman Sterling LLP 0013658-0002790 UKEU_AOSHEARMAN:
130002022423.1
THIS THIRD SUPPLEMENTAL TRUST DEED is made on 7 May 2026 BETWEEN:- HALEON UK CAPITAL PLC, a company incorporated under the laws of England and Wales, whose registered office is at Building 5, First Floor, The Heights, Weybridge, Surrey, KT13 0NY, United Kingdom ("Haleon UK Capital");
- HALEON NETHERLANDS CAPITAL B.V., a company incorporated under the laws of the Netherlands, whose registered office is at Building 5, First Floor, The Heights, Weybridge, Surrey, KT13 0NY, United Kingdom ("Haleon Capital BV", together with Haleon UK Capital, the "Issuer" and each an "Issuer");
- HALEON PLC, a company incorporated under the laws of England and Wales, whose registered office is at Building 5, First Floor, The Heights, Weybridge, Surrey, KT13 0NY, United Kingdom (the "Guarantor"); and
- DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at 21 Moorfields, London, EC2Y 9DB, United Kingdom (the "Trustee", which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders (each as defined below).
This Third Supplemental Trust Deed is supplemental to:
the Trust Deed dated 16 March 2022 (the "Principal Trust Deed") made between the Issuers, the Guarantor, GlaxoSmithKline plc and the Trustee and relating to the
£10,000,000,000 Euro Medium Term Note Programme (the "Programme") established by the Issuers;
the First Supplemental Trust Deed dated 11 May 2023 (the "First Supplemental Trust Deed") made between the Issuers, the Guarantor and the Trustee and modifying the provisions of the Principal Trust Deed; and
the Second Supplemental Trust Deed dated 3 May 2024 (together with the Principal Trust Deed and the First Supplemental Trust Deed, the "Subsisting Trust Deeds") made between the Issuers, the Guarantor and the Trustee and further modifying the provisions of the Principal Trust Deed.
On 7 May 2026, the Issuers published a modified and updated Base Listing Particulars relating to the Programme.
The Issuers, the Guarantor and the Trustee have agreed to enter into this Third Supplemental Trust Deed to concur in making certain modifications to the Principal Trust Deed (as previously modified and restated) hereinafter contained in order to reflect the modifications and updates to the Base Listing Particulars relating to the Programme referred to in recital (B) above.
SUBJECT as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith all words and expressions defined in the Principal Trust Deed (as previously modified and restated) shall have the same meanings in this Third Supplemental Trust Deed.
SAVE:
in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this Third Supplemental Trust Deed; and
for the purpose (where necessary) of construing the provisions of this Third Supplemental Trust Deed,
with effect on and from the date of this Third Supplemental Trust Deed:
the Principal Trust Deed (as previously modified and restated) is further modified and restated in such manner as would result in the Principal Trust Deed as so modified and restated (and being in the form set out in the Schedule hereto); and
the provisions of the Principal Trust Deed (as previously modified and restated) insofar as the same still have effect shall cease to have effect and in lieu thereof the provisions of the Principal Trust Deed as so modified and restated (and being in the form set out in the Schedule hereto) shall have effect.
FOR the avoidance of doubt, the Subsisting Trust Deeds (without the modifications made hereby) shall continue to have effect in relation to all Series of Notes the first Tranche of which was issued on or prior to the day last preceding the date of this Third Supplemental Trust Deed.
THE Subsisting Trust Deeds shall henceforth be read and construed as one document with this Third Supplemental Trust Deed.
THIS Third Supplemental Trust Deed may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any of the parties to this Third Supplemental Trust Deed may enter into the same by executing and delivering a counterpart.
THE SCHEDULE FORM OF AMENDED AND RESTATED PRINCIPAL TRUST DEEDTrust Deed
Haleon plc
and
Haleon UK Capital plc
and
Haleon Netherlands Capital B.V.
and
Deutsche Trustee Company Limited
£10,000,000,000 Euro Medium Term Note Programme
16 March 2022
AS AMENDED AND RESTATED ON 7 MAY 2026
CONTENTS CLAUSE PAGEDEFINITIONS 1
AMOUNT AND ISSUE OF THE NOTES 10
FORMS OF THE NOTES 13
FEES, DUTIES AND TAXES 15
COVENANT OF COMPLIANCE 15
CHANGE OF TAXING JURISDICTION 15
CANCELLATION OF NOTES AND RECORDS 16
GUARANTEE AND INDEMNITY 17
NON-PAYMENT 18
PROCEEDINGS, ACTION AND INDEMNIFICATION 18
APPLICATION OF MONEYS 18
NOTICE OF PAYMENTS 19
INVESTMENT BY TRUSTEE 19
PARTIAL PAYMENTS 20
COVENANTS BY THE ISSUERS AND THE GUARANTOR 20
REMUNERATION AND INDEMNIFICATION OF TRUSTEE 22
SUPPLEMENT TO TRUSTEE ACTS 24
TRUSTEE'S LIABILITY 28
TRUSTEE CONTRACTING WITH THE ISSUER OR HALEON PLC 29
WAIVER, AUTHORISATION AND DETERMINATION 29
HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER 32
NO NOTICE TO COUPONHOLDERS 32
CURRENCY INDEMNITY 32
NEW TRUSTEE 32
TRUSTEE'S RETIREMENT AND REMOVAL 33
TRUSTEE'S POWERS TO BE ADDITIONAL 34
NOTICES 34
GOVERNING LAW AND SUBMISSION TO JURISDICTION 35
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 36
GENERAL 36
SCHEDULE 1 37
Terms and Conditions of the Notes 37
SCHEDULE 2 76
Forms of Global and Definitive Notes, Coupons and Talons 76
Part 1 - Forms of Temporary Global Note 76
Part 2 - Forms of Permanent Global Note 94
Part 3 - Form of Definitive Note 112
Part 4 - Form of Coupon 116
Part 5 - Form of Talon 118
SCHEDULE 3 120
Provisions for Meetings of Noteholders 120
SIGNATORIES TO THE TRUST DEED 128

