GlaxoSmithKline PLC — AGM Information 2011

Mar 22, 2011

GlaxoSmithKline plc Notice of Annual General Meeting 2.30pm on Thursday, 5th May 2011

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 professional advisor immediately. If you have sold or otherwise transferred all of your shares, 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.

21st March 2011

To the holders of the company's Ordinary shares and American Depositary Shares.

Dear Shareholder,

Annual General Meeting 2011

I am pleased to enclose the Notice of Meeting for the eleventh Annual General Meeting (the "AGM") of GlaxoSmithKline plc, together with the 2010 Annual Report and 2010 Summary. The AGM will be held at 2.30pm on Thursday, 5th May 2011 at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

If you will not be attending, you may appoint a proxy electronically via www.shareview. co.uk or www.sharevote.co.uk or if you hold your shares in CREST via the CREST system or by completing and returning the enclosed form of proxy. In each case, notice of your appointment of a proxy should reach the company's registrars, Equiniti, no later than 2.30pm on Tuesday, 3rd May 2011.

A resolution referring to the Directors' Report and Financial Statements is included in the ordinary business of the AGM.

The Board has decided that all of the Directors of the company will stand for election or re-election in accordance with the new UK Corporate Governance Code published in June 2010. I therefore ask you to support the election of Mr Simon Dingemans, Ms Stacey Cartwright and Ms Judy Lewent and the re-election of each other Board member. Mr Julian Heslop will be retiring from the Board on 31st March 2011 and will not be seeking re-election. In addition, resolutions are proposed to retain a notice period for general meetings other than an Annual General Meeting of 14 days; and to omit from the published copies of the company's 2011 Annual Report the name of the individual who signs the Auditors' reports on behalf of the company's Auditors.

Explanatory notes for all the business of the AGM are given on pages 11 to 18 of this document.

Recommendation

Your Board believes that the resolutions contained in the Notice of Meeting are in the best interests of the company and shareholders as a whole and recommends you to vote in favour of them, as your Directors intend to do in respect of their beneficial shareholdings.

Yours sincerely,

Sir Christopher Gent Chairman GlaxoSmithKline plc

Registered in England & Wales No. 3888792 Registered office: 980 Great West Road, Brentford Middlesex TW8 9GS

GlaxoSmithKline

Notice of Meeting

Notice is hereby given that the eleventh AGM of GlaxoSmithKline plc will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday, 5th May 2011 at 2.30pm to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, save for resolutions 22, 23 and 25 which will be proposed as special resolutions.

• 1 To receive and adopt the Directors' Report and the Financial Statements for the year ended 31st December 2010.
• 2 To approve the Remuneration Report for the year ended 31st December 2010.
• 3 To elect Mr Simon Dingemans as a Director.
• 4 To elect Ms Stacey Cartwright as a Director.
• 5 To elect Ms Judy Lewent as a Director.
• 6 To re-elect Sir Christopher Gent as a Director.
• 7 To re-elect Mr Andrew Witty as a Director.
• 8 To re-elect Professor Sir Roy Anderson as a Director.
• 9 To re-elect Dr Stephanie Burns as a Director.
• 10 To re-elect Mr Larry Culp as a Director.
• 11 To re-elect Sir Crispin Davis as a Director.
• 12 To re-elect Sir Deryck Maughan as a Director.
• 13 To re-elect Mr James Murdoch as a Director.
• 14 To re-elect Dr Daniel Podolsky as a Director.
• 15 To re-elect Dr Moncef Slaoui as a Director.
• 16 To re-elect Mr Tom de Swaan as a Director.
• 17 To re-elect Sir Robert Wilson as a Director.
• 18 To authorise the Audit & Risk Committee to re-appoint PricewaterhouseCoopers LLP as Auditors to the company to hold office from the end of the Meeting to the end of the next Meeting at which accounts are laid before the company.
• 19 To authorise the Audit & Risk Committee to determine the remuneration of the Auditors.

Special Business

20 Donations to political organisations & political expenditure (ordinary resolution)

THAT, in accordance with section 366 and section 367 of the Companies Act 2006 (the "Act") the company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the company as defined in the Act are, authorised in aggregate:

Notice of Meeting : continued

• (a) to make political donations, as defined in section 364 of the Act, to political parties and/or independent electoral candidates, as defined in section 363 of the Act, not exceeding £50,000 in total;
• (b) to make political donations to political organisations other than political parties, as defined in section 363 of the Act, not exceeding £50,000 in total; and
• (c) to incur political expenditure, as defined in section 365 of the Act, not exceeding £50,000 in total,

in each case during the period beginning with the date of passing this resolution and ending at the end of the next Annual General Meeting of the company to be held in 2012 or, if earlier, on 30th June 2012. In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £100,000.

21 Authority to allot shares (ordinary resolution)

THAT the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Act, in substitution for all subsisting authorities, to exercise all powers of the company to allot shares in the company and to grant rights to subscribe for or convert any security into shares in the company up to an aggregate nominal amount of £432,263,373, and so that the Directors may impose any limits or make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in any territory, or any matter whatsoever, which authority shall expire at the end of the next Annual General Meeting of the company to be held in 2012 or, if earlier, on 30th June 2012 (unless previously revoked or varied by the company in general meeting) save that under such authority the company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.

22 Disapplication of pre-emption rights (special resolution)

THAT subject to resolution 21 being passed, in substitution for all subsisting authorities, the Directors be and are hereby empowered to allot equity securities (as defined in the Act) for cash pursuant to the authority conferred on the Directors by resolution 21 and/or where such allotment constitutes an allotment of equity securities under section 560(3) of the Act, free of the restrictions in section 561(1) of the Act, provided that this power shall be limited:

• (a) to the allotment of equity securities in connection with an offer or issue of equity securities:
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities, as required by the rights of those securities or as the Board otherwise considers necessary,

but so that the Directors may impose any limits or make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange, in any territory, or any matter whatsoever; and

(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £64,845,990,

and shall expire at the end of the next Annual General Meeting of the company to be held in 2012 (or, if earlier, at the close of business on 30th June 2012) save that the company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

23 Purchase of own shares by the company (special resolution)

THAT the company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its own Ordinary shares of 25 pence each provided that:

• (a) the maximum number of Ordinary shares hereby authorised to be purchased is 518,767,924;
• (b) the minimum price, exclusive of expenses, which may be paid for each Ordinary share is 25 pence;
• (c) the maximum price, exclusive of expenses, which may be paid for each Ordinary share shall be the higher of (i) an amount equal to 5% above the average market value for the company's Ordinary shares for the five business days immediately preceding the day on which the Ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Official List at the time the purchase is carried out; and
• (d) the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the company to be held in 2012 or, if earlier, on 30th June 2012 (provided that the company may, before such expiry, enter into a contract for the purchase of Ordinary shares, which would or might be completed wholly or partly after such expiry and the company may purchase Ordinary shares pursuant to any such contract under this authority).
• 24 Exemption from statement of the name of the senior statutory auditor in published copies of the Auditors' reports (ordinary resolution) THAT:
• (a) in accordance with section 506 of the Act, the name of the person who signs the Auditors' reports to the company's members on the annual accounts and auditable reports of the company for the year ending 31st December 2011 as senior statutory auditor (as defined in section 504 of the Act) for and on behalf

Notice of Meeting : continued

of the company's Auditors, should not be stated in published copies of the reports (such publication being as defined in section 505 of the Act) and the copy of the reports to be delivered to the registrar of companies under Chapter 10 of Part 15 of the Act; and

• (b) the company considers on reasonable grounds that statement of the name of the senior statutory auditor would create or be likely to create a serious risk that the senior statutory auditor, or any other person, would be subject to violence or intimidation.
• 25 Reduced notice of a general meeting other than an Annual General Meeting (special resolution)

6

THAT a general meeting of the company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By Order of the Board

Victoria Whyte Registered Office:

Company Secretary 980 Great West Road Brentford, Middlesex TW8 9GS Registered in England and Wales No. 3888792

Notes

• (i) All resolutions at the Meeting will be decided by poll as required by the company's Articles of Association.
• (ii) A "Vote Withheld" option is provided on the proxy card accompanying this Notice of Meeting which is to enable a member (shareholder) to withhold their vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" a resolution.
• (iii) A member of the company is entitled to appoint one or more proxies to attend the Meeting, and to speak and vote on his behalf, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the company.

To appoint a proxy you may:

• a) register the appointment of your proxy vote electronically using the internet by logging on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on your enclosed proxy card and following the instructions provided. The proxy appointment must be received by the company's registrars, Equiniti, by 2.30pm on Tuesday, 3rd May 2011. Please note that any electronic communication sent to the company's registrars in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted; or
• b) use the proxy card enclosed with this Notice of Meeting which should be returned direct to Equiniti at the address below, so as to be received no later than 2.30pm on Tuesday, 3rd May 2011; or
• c) if you hold your shares in uncertificated form, you should utilise the CREST electronic proxy appointment service by using the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed (a) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Further details of voting via CREST are also given on page 19 of this document.

If you do not have a proxy card and believe that you should have one, or if you require additional proxy cards, please contact Equiniti on the numbers given below.

The return of a completed proxy card, other instrument or any CREST Proxy Instruction (as described in the section entitled "Information on how to vote" below) will not prevent a member attending the Meeting and voting in person if he/she wishes to do so.

Equiniti can be contacted by post at: Equiniti Limited FREEPOST SEA 10846 Aspect House Spencer Road Lancing West Sussex BN99 6ZL

or by telephone on 0871 384 2991* if calling from within the UK, or on +44 (0)121 415 7067 if calling from outside the UK.

*At the time of publication, calls to this number were charged at 8 pence per minute from a BT landline. The prices charged by BT and other telephony providers may change from time to time. Lines are open from 8.30am to 5.30pm Monday to Friday.

(iv) Holders of the company's American Depositary Shares evidenced by American Depositary Receipts ("ADRs") may exercise their votes through the Depositary, The Bank of New York Mellon. Such holders wishing to attend the Meeting should obtain prior authority by being nominated an "Appointed Proxy" by the Depositary, who can be contacted at:

BNY Mellon Shareowner Services PO Box 358516 Pittsburgh, PA 15252-8516 USA Tel: + 1 877 353 1154 (US toll free) + 1 201 680 6825 (outside US)

• (v) Participants in the company's Corporate Sponsored Nominee service may exercise their votes through the company's registrars, Equiniti, by using the form of direction enclosed with this Notice of Meeting, which should be returned direct to Equiniti at the address in Note (iii) above, so as to be received no later than 2.30pm on Saturday, 30th April 2011.

• (vi) Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

• (vii) The statement of the rights of members in relation to the appointment of proxies in Note (iii) above does not apply to Nominated Persons. The rights described in that Note can only be exercised by members of the company.

• (viii) Copies of service contracts or, where applicable, letters of appointment, between Directors and the company or any of its subsidiaries are available for inspection at the company's registered office given above during normal business hours (Saturdays, Sundays and public holidays excepted) and at the place of the Meeting on Thursday, 5th May 2011 from 1.30pm until the end of the Meeting.
• (ix) Members must be entered on the company's register of members at 6.00pm on Tuesday, 3rd May 2011, (or, in the event of an adjournment, 48 hours before the time of the adjourned meeting), to be entitled to attend and vote at the Meeting. Members may cast votes only in respect of shares of which they were registered holders at such time, and changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• (x) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if there is more than one corporate representative, they do not do so in relation to the same shares.
• (xi) Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the company to publish on a website a statement setting out any matter relating to: (i) the audit of the company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the company has been required under section 527 of the Act to publish on a website.
• (xii) Any member attending the Meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the company or the good order of the Meeting that the question be answered.

• (xiii) A copy of this Notice, and other information required by section 311A of the Act, can be found at www.gsk.com

• (xiv) Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the company: (i) to give, to members of the company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting, and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the company not later than Wednesday, 23rd March 2011, being the date 6 clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

• (xv) Any electronic address provided either in this Notice or any related documents (including the Chairman's letter and proxy form) may not be used to communicate with the company for any purposes other than those expressly stated.

GlaxoSmithKline

Explanatory Notes to Business of the AGM

Ordinary Business

Each resolution will be proposed as an ordinary resolution. This means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 1 – To receive and adopt the Directors' Report and the Financial Statements for 2010

For each financial year, the Directors must present the Directors' Report, the audited Financial Statements and the independent Auditors' reports to shareholders at a general meeting.

Resolution 2 – To approve the 2010 Remuneration Report

In accordance with section 439 of the Act, shareholders are invited to vote on the Remuneration Report, which may be found on pages 81 to 101 of the 2010 Annual Report. The vote is advisory only. The Directors' entitlement to remuneration is not conditional on this resolution being passed.

Resolutions 3-5 – Election of Directors

The company's Articles of Association require any Director newly appointed by the Board to retire at the first Annual General Meeting after appointment. You are therefore asked to elect as Directors, Mr Simon Dingemans, Ms Stacey Cartwright and Ms Judy Lewent who have been appointed by the Board since last year's Annual General Meeting.

Mr Simon Dingemans joined the Board in January 2011. The Board considered that his years of experience in investment banking, where he had built relationships and offered strategic advice across multiple industry sectors, including pharmaceuticals and consumer healthcare, as well as working closely with the company for many years, most recently helping to establish ViiV Healthcare, would bring a unique and alternative perspective to the Board.

Ms Stacey Cartwright and Ms Judy Lewent have been appointed as Non-Executive Directors and will join the Board on 1st April 2011. On joining the Board they will both become members of GSK's Audit & Risk Committee. Stacey is the Executive Vice President, Chief Financial Officer of Burberry Group plc and Judy is the former Executive Vice President and Chief Financial Officer of Merck & Co., Inc. and now serves on three listed companies' boards.

The Board considered that their experience of global business and finance, and their respective knowledge of consumer brands and the pharmaceutical industry, would bring a fresh, external perspective to the Board.

Ms Stacey Cartwright joined Burberry Group plc as Chief Financial Officer in 2003 and was appointed Executive Vice President, Chief Financial Officer in June 2008. She is also responsible for IT, Legal and Intellectual Property and runs Planning and Pricing for the business. Previously she held the role of Chief Financial Officer at Egg plc between 1999 and 2003, and from 1988 to 1999 she worked in various finance-related positions at Granada Group plc.

Until September 2007, Ms Judy Lewent served as Executive Vice President and Chief Financial Officer of Merck & Co., Inc. She served as Chief Financial Officer starting in 1990 and also held various other financial and management positions after joining Merck in 1980. She is also a director of Dell Inc., Thermo Fisher Scientific Inc., and

Motorola Solutions Inc. Additionally she served on the board of Motorola Inc. from 1995 until May 2010 and previously served on the board of Quaker Oats Company.

Since 2009, she has served on the Boards of Purdue Pharma Inc., Napp Pharmaceutical Holdings Limited and certain Mundipharma International Limited companies as a Non-Executive Director. She is also a trustee and the chairperson of the Audit Committee of the Rockefeller Family Trust, a life member of the Massachusetts Institute of Technology Corporation and a member of the American Academy of Arts and Sciences.

The Board has determined that both Ms Stacey Cartwright and Ms Judy Lewent will be independent Non-Executive Directors in accordance with the UK Corporate Governance Code.

Biographical details of Mr Simon Dingemans are given in the company's 2010 Annual Report and, together with those of Ms Stacey Cartwright and Ms Judy Lewent, are included on the company's website, www.gsk.com

Resolutions 6-17 – Re-election of Directors

In accordance with section B.7.1 of the new UK Corporate Governance Code published in June 2010, all of the other Directors of the company will stand for re-election.

Mr Larry Culp, Sir Crispin Davis and Sir Robert Wilson were elected to the Board in 2003; Sir Christopher Gent and Sir Deryck Maughan were elected to the Board in 2004; Dr Daniel Podolsky, Dr Moncef Slaoui and Mr Tom de Swaan were elected to the Board in 2006; Professor Sir Roy Anderson and Dr Stephanie Burns were elected to the Board in 2007; Mr Andrew Witty was elected to the Board in 2008; and Mr James Murdoch was elected to the Board in 2009. Following a formal evaluation process, the Chairman is satisfied that each of them continues to perform effectively and demonstrates commitment to their role, including commitment of time for Board and Committee meetings and their other duties.

Led by the Senior Independent Director, the Non-Executive Directors met without the Chairman present to consider the Chairman's performance. The Senior Independent Director and other Non-Executive Directors are satisfied that the Chairman continues to perform effectively and demonstrates commitment to his role, including commitment of time for Board and Committee meetings and his other duties.

Mr Julian Heslop will not seek re-election as he will be retiring from the Board on 31st March 2011.

All the Non-Executive Directors have letters of appointment rather than service contracts. Mr Andrew Witty, Mr Simon Dingemans and Dr Moncef Slaoui have service contracts with a notice period of 12 months. The Non-Executive Directors' letters of appointment and Executive Directors' service contracts are available for inspection as specified in Note (viii) above.

Biographical details of each of the Directors standing for re-election to the Board at the Meeting are given in the company's 2010 Annual Report. In addition, current biographical details for each Director are maintained on www.gsk.com.

Resolutions 18 and 19 – To authorise the Audit & Risk Committee to re-appoint PricewaterhouseCoopers LLP as Auditors to the company and to determine their remuneration

At every general meeting at which accounts are presented to shareholders, the company is required to appoint auditors to serve from the end of the Meeting until the next such Meeting. PricewaterhouseCoopers LLP ("PwC") have indicated that they are willing to continue as the company's Auditors for another year. The Audit & Risk Committee has reviewed PwC's effectiveness and recommends their re-appointment. You are asked to re-appoint them and, following normal practice, to authorise the Audit & Risk Committee to determine their remuneration. Details of the company's policy with regard to the appointment of Auditors, the allocation of non-audit work and details of work undertaken by the Auditors and their remuneration are given in the company's Annual Report which can be viewed on www.gsk.com.

Special Business

Where resolutions are passed as special resolutions, in order for those resolutions to be passed at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 20 – Donations to political organisations & political expenditure (ordinary resolution)

With effect from 1st January 2009, to ensure a consistent approach to political contributions across the GSK Group, the company introduced a global policy to voluntarily stop all political contributions. Prior to that, the company, in common with many companies and in full compliance with local laws, made certain political contributions in countries outside the EU, such as the US and Canada. Further details of the payments prior to 2009 can be found in the Annual Reports for prior periods.

The Act requires companies to obtain shareholder approval before they can make donations to EU political parties, other political organisations or independent election candidates, or incur EU political expenditure. The company does not make and does not intend to make donations to political parties, other political organisations or independent election candidates, nor does it incur, or intend to incur, EU political expenditure, within the ordinary meaning of those words. However, the definitions of political donations, political expenditure and political organisations used in the Act are very wide. In particular, the definition of political organisations may extend to bodies such as those concerned with policy review, law reform, the representation of the business community and special interest groups such as those concerned with the environment, which the company and its subsidiaries might wish to support. As a result, the definitions may cover legitimate business activities not in the ordinary sense considered to be political donations or political expenditure. Such activities are not designed to support any political party or independent election candidate or to influence public support for any political party or independent election candidate. The authority which the Board is requesting is a precautionary measure to ensure that the company and its subsidiaries do not inadvertently breach the Act, and will be capped at £100,000 for the next year.

No payments have ever been made under this authority, which is specific to political donations and political expenditure in relation to any and all EU member states.

Resolution 21 – Authority to allot shares (ordinary resolution)

This resolution gives the Directors authority to allot unissued share capital with a nominal value of up to £432,263,373 (representing 1,729,053,492 Ordinary shares of 25 pence each) which, as at 24th February 2011, being the latest practicable date prior to the publication of this Notice, represented 33.33% of the issued share capital of the company (excluding treasury shares).

The authority sought under this resolution will expire at the earlier of 30th June 2012 (being the last date by which the company must hold an Annual General Meeting in 2012) or the conclusion of the Annual General Meeting of the company held in 2012.

The Directors have no present intention to exercise the authority sought under this resolution, except to fulfil the company's obligations under its executive and employee share plans.

Resolution 22 – Disapplication of pre-emption rights (special resolution)

This resolution gives the Directors authority to allot Ordinary shares (including any Ordinary shares which the company has purchased and elected to hold as treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings and is limited to allotments or sales in connection with rights issues or other pre-emptive offers, or otherwise up to a maximum nominal amount of £64,845,990 (representing 259,383,960 Ordinary shares of 25 pence each), which, as at 24th February 2011, being the latest practicable date prior to the publication of this Notice, represented just less than 5% of the company's issued share capital (excluding treasury shares). In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

This authority will expire at the earlier of 30th June 2012 or the conclusion of the AGM of the company in 2012. This authority is granted under section 570 of the Act and is a standard authority taken by most listed companies each year.

Resolution 23 – Purchase of own shares by the company (special resolution)

This resolution seeks authority for the company to make market purchases of its own Ordinary shares. Purchases of the company's own shares will be made only if to do so will result in an increase in earnings per share and is in the best interests of shareholders generally. You are asked to consent to the purchase by the company of up to a maximum of 518,767,924 Ordinary shares, which, as at 24th February 2011, being the latest practicable date prior to the publication of this Notice, represented just less than 10% of the company's issued share capital (excluding treasury shares). This authority will expire at the end of the next Annual General Meeting or, if earlier, on 30th June 2012. The maximum price which may be paid for an Ordinary share will be the higher of (i) 105% of the average middle market quotations for the five business days preceding the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid at the time the purchase is carried out. The minimum price which may be paid for an Ordinary share is its nominal value of 25 pence. The company may either retain any of its own shares which it has purchased as treasury shares with a view to possible re-issue at a future date, or cancel them. The company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the company with additional flexibility in the management of its capital base.

The total number of options over Ordinary shares outstanding as at 24th February 2011, being the latest practicable date prior to the publication of this Notice, was approximately 254 million representing approximately 4.9% of the issued share capital (excluding treasury shares). If the authority to buy back shares under this resolution were exercised in full, the total number of options to subscribe for Ordinary shares outstanding as at 24th February 2011 would, assuming no further Ordinary shares are issued, represent 5.45% of the issued share capital (excluding treasury shares). The total number of options as set out above includes options granted by the company and legacy companies, Glaxo Wellcome plc and SmithKline Beecham plc. The obligations of the company in respect of Ordinary shares issuable under options outstanding are partly hedged by Ordinary shares held by the Group's employee share ownership trusts, details of which can be found in the 2010 Annual Report which is available on the company's website at www.gsk.com.

The company's current intention is to satisfy the exercise of outstanding options over approximately 86 million Ordinary shares, representing approximately 1.67% of the issued share capital of the company (excluding treasury shares), by the release of Ordinary shares from the Group's employee share ownership trusts, which on 24th February 2011 held approximately 105 million Ordinary shares, and the remainder by the issue of new Ordinary shares.

Resolution 24 – Exemption from statement of the name of the senior statutory auditor in published copies of the Auditors' reports (ordinary resolution)

The Act requires that every copy of the Auditors' reports to the company's shareholders on the Annual Report and other auditable reports that is or are published by or on behalf of the company must state, where the company's Auditors are a firm, the name of the person who signed them in his or her own name as senior statutory auditor in relation to the audit, for and on behalf of the Auditors. However, the Act provides an exemption from this requirement if the company considers on reasonable grounds that statement of the individual's name would create or be likely to create a serious risk that they or any other person would be subject to violence or intimidation. For many years, the company and its legacy companies, together with its employees, have been the focus of protests by various animal protection groups, some of which have engaged in aggressive, abusive and hostile acts. The Directors therefore believe that it is appropriate that the company should seek to utilise the confidentiality afforded to the senior statutory auditor of the company's Auditors under the Act. This resolution therefore seeks shareholder approval for the Auditors' reports for the financial year ending 31st December 2011 to omit the name of the senior statutory auditor. The company would give notice to the Secretary of State in the appropriate format if this resolution is passed.

Resolution 25 – Reduced notice of a general meeting other than an Annual General Meeting (special resolution)

This resolution seeks to renew an authority granted at last year's Annual General Meeting to allow the company to call general meetings other than an Annual General Meeting on 14 clear days' notice. Changes made to the Act by The Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations") increase the notice period required for general meetings of the company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice. Before the Shareholders' Rights Regulations came into force on 3rd August 2009, the company was able to call general meetings other than an Annual General Meeting on 14 clear days' notice without obtaining such shareholder approval. Resolution 25 seeks to preserve the ability to do this. If passed, this resolution will enable the company to retain maximum flexibility to seek shareholder approval for any future change or transaction that may require such approval. The resolution will be effective until the company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The company confirms that it will give as much notice as practicable when calling a general meeting. The company does not intend to use this authority as a matter of routine. The company envisages that this authority would be used (in limited circumstances for time-sensitive matters) where a shorter notice period would in the Board's opinion be merited in the interests of shareholders as a whole, the business of the meeting is time-sensitive or flexibility is merited by the nature of the business of the

meeting. Shareholders should note that if the company calls a general meeting on less than 21 clear days' notice, the company will provide a means for all shareholders to vote electronically for that meeting.

Issued share capital

All references to the company's "issued share capital" in the Explanatory Notes above are to the company's issued share capital as at 24th February 2011, which was 5,187,679,249 Ordinary shares, excluding any Ordinary shares held as treasury shares. As at 24th February 2011, the company held 483,179,284 Ordinary shares as treasury shares, representing 9.31% of the company's issued share capital (excluding treasury shares) as at that date. As at 24th February 2011, the total number of voting rights in the company was 5,187,679,249.

The following information is provided in respect of Part 6 of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008:

Share capital and control

On 31st December 2010 there were 5,196,264,019 Ordinary shares in issue, excluding 474,194,158 treasury shares (which represented 8.36% of the total issued capital).

The company's shares are listed on the London Stock Exchange and are also quoted on the New York Stock Exchange in the form of American Depositary Shares ("ADSs"). Each ADS represents two Ordinary shares.

The holders of Ordinary Shares are entitled to receive dividends, when declared, the company's report and accounts, to attend and speak at general meetings of the company, to appoint proxies and to exercise voting rights.

There are no restrictions on transfer, or limitations on the holding of Ordinary shares and no requirements to obtain prior approval to any transfers. No Ordinary shares carry any special rights with regard to control of the company and there are no restrictions on voting rights. Major shareholders have the same voting rights per share as all other shareholders. There are no known arrangements under which financial rights are held by a person other than the holder of the shares and no known agreements or restrictions on share transfers or on voting rights.

Shares acquired through GSK share schemes and plans rank equally with the other shares in issue and have no special rights. The trustees of the company's Employee Share Ownership Plan ("ESOP") trusts have waived their rights to dividends on shares held by the ESOP trusts.

Change of control

The company is not party to any significant agreements that would take effect, alter or terminate upon a change of control following a takeover bid.

The company does not have agreements with any Director or Officer that would provide compensation for loss of office or employment resulting from a takeover, except that provisions of the company's share plans may cause options and awards granted under such plans to vest on a takeover.

Interests in voting rights

Other than as stated below, as far as the company is aware, there are no persons with significant direct or indirect holdings in the company. Information provided to the company pursuant to the Financial Services Authority's ("FSA") Disclosure and Transparency Rules ("DTRs") is published on a Regulatory Information Service and on the company's website.

At 24th February 2011, the company had received notifications in accordance with the FSA's DTRs of the following notifiable interests, in the voting rights in the company's issued share capital:

	No. of shares	Percentage of issued capital (%)*
BlackRock, Inc	291,516,314	5.62
Legal & General Group Plc	194,024,944	3.74

* Percentage of Ordinary shares in issue, excluding treasury shares as at 24th February 2011.

The Bank of New York Mellon is the Depositary for the company's ADRs, which are listed on the New York Stock Exchange. Ordinary shares representing the company's ADR program, which are managed by the Depositary, are registered in the name of BNY (Nominees) Limited.

The company has not acquired or disposed of any interests in its own shares, other than in connection with the company's share buy-back programme. Details of the shares purchased, cancelled and held in treasury are given in the 2010 Annual Report.

Directors and Officers

The interests of Directors and Officers and their connected persons in the issued share capital of the company are given in the 2010 Annual Report.

The rules about the appointment and replacement of Directors are contained in the company's Articles of Association. The company's Articles must be approved by shareholders in accordance with the legislation in force from time to time.

The Articles provide that Directors may be appointed by an ordinary resolution of the members or by a resolution of the Directors, provided that, in the latter instance, a Director appointed in this way retires at the first Annual General Meeting following his or her appointment.

The Articles also require that at every Annual General Meeting certain of our current Directors retire by rotation, and detail the circumstances in which and how they may be re-elected. However, the Board has decided that all Directors will retire and seek election or re-election at the AGM on 5th May 2011 in accordance with the new UK Corporate Governance Code. The company's members may remove a Director by passing an ordinary resolution of which special notice has been given or by passing a special resolution. A Director will automatically cease to be a Director if (i) he or she becomes bankrupt or compounds with his or her creditors generally, (ii) he or she is or has been suffering from mental ill health and the Board resolves that his or her office is vacated, (iii) he or she has missed Directors' meetings for a continuous period of six months without permission and the Board resolves that he or she shall cease to be a Director, (iv) he or she is prohibited from being a Director by law, (v) he or she ceases to be a Director by virtue of UK companies legislation or is removed from office pursuant to the company's Articles of Association, (vi) he or she resigns, (vii) he or she offers to resign and

the Board accepts that offer, or (viii) his or her resignation is requested by all of the other Directors and all of the other Directors are not less than three in number.

The company's Articles may be amended by a special resolution of the members.

The powers of the Directors are determined by UK legislation and the company's Articles of Association, available on www.gsk.com. As provided in those Articles, the Directors may exercise all the company's powers provided that the Articles or applicable legislation do not stipulate that any such powers must be exercised by the members. The Directors have been authorised to issue and allot Ordinary shares, and have authority to make market purchases of shares. Renewal of these authorities is sought from shareholders at each Annual General Meeting. Any shares purchased may be cancelled or held as treasury shares.

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GlaxoSmithKline Information on how to vote

Voting using Shareview

If you have a Shareview portfolio, you may register your vote electronically by visiting www.shareview.co.uk, logging into your account and following the instructions provided.

Voting using Sharevote

You may register your vote electronically by logging on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on your enclosed proxy card and following the instructions provided.

Voting using CREST's electronic proxy appointment service

If you hold your shares in uncertificated form in CREST you may use the electronic proxy appointment service operated by CREST to appoint a proxy or proxies and register your vote. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM to be held on Thursday, 5th May 2011 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to an instruction to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent, Equiniti ID RA19 by 2.30pm on Tuesday, 3rd May 2011.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

GlaxoSmithKline plc 980 Great West Road Brentford Middlesex TW8 9GS