GlaxoSmithKline PLC — AGM Information 2011

May 5, 2011

Company No. 3888792

The Companies Acts 1948 to 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

GlaxoSmithKline plc

Passed: 5 May 2011

At the ELEVENTH ANNUAL GENERAL MEETING of the Company held on Thursday 5^th May 2011, the following resolutions were duly passed:-

• $\mathbf{1}$ 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.
• To elect Ms Stacey Cartwright as a Director. 4
• 5 To elect Ms Judy Lewent as a Director.
• To re-elect Sir Christopher Gent as a Director. 6
• 7 To re-elect Mr Andrew Witty as a Director.
• To re-elect Professor Sir Roy Anderson as a Director. 8
• 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:

• (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 authorities 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 each 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 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 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 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)

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

ictoria Whyte Company Secretary

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