GlaxoSmithKline PLC — AGM Information 2017

May 4, 2017

Company No. 3888792

The Companies Acts 1948 to 2006 ___________________________

COMPANY LIMITED BY SHARES ___________________________

RESOLUTIONS ___________________________

GlaxoSmithKline plc (the "Company") ___________________________

Passed: 4 May 2017 ___________________________

At the SEVENTEENTH ANNUAL GENERAL MEETING of the Company held on Thursday 4 May 2017, the following resolutions were duly passed under special business by the requisite majority of the members of the Company in accordance with sections 282 and 283 of the Companies Act 2006 respectively:-

17 Donations to political organisations and political expenditure (ordinary resolution)

THAT, in accordance with sections 366 and 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 to:

• (a) 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) 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) 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 ("AGM") of the Company to be held in 2018 or, if earlier, at the close of business on 30 June 2018. In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £100,000.

18 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 £409,708,980 which authority shall expire at the end of the next AGM of the Company to be held in 2018 or, if earlier, at the close of business on 30 June 2018 (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 any security 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.

19 General power to disapply pre-emption rights (special resolution)

THAT, subject to resolution 18 being passed, the Directors be and are hereby empowered to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares 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, such power to be limited:

• (a) to the allotment of equity securities and sale of Treasury shares in connection with an offer of, or invitation to apply for, 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 Directors otherwise consider necessary,

but 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 other matter whatsoever; and

(b) to the allotment of equity securities or sale of Treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £61,462,493, such power to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2018) 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 expires and the Directors may allot equity securities (and sell Treasury shares) under any such offer or agreement as if the power had not expired.

20 Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment (special resolution)

THAT, subject to resolution 18 being passed, the Directors be and are hereby empowered in addition to any authority granted under resolution 19 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares 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, such power to be:

• (a) limited to the allotment of equity securities or sale of Treasury shares up to a nominal amount of £61,462,493; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after 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 most recently published by the Pre-Emption Group prior to the date of this notice,

such power to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2018) 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 expires and the Directors may allot equity securities (and sell Treasury shares) under any such offer or agreement as if the power had not expired.

21 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 the:

• (a) maximum number of Ordinary Shares hereby authorised to be purchased is 491,699,944;

• (b) minimum price, exclusive of expenses, which may be paid for each Ordinary Share is 25 pence;

• (c) 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 purchase bid at the time on the trading venue on which the purchase is carried out; and

• (d) authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next AGM of the Company to be held in 2018 or, if earlier, at the close of business on 30 June 2018, save 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 as if this authority had not expired.

22 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 31 December 2017 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.

23 Reduced notice of a general meeting other than an AGM (special resolution)

THAT a general meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.

24 Approval of the adoption of the GlaxoSmithKline 2017 Performance Share Plan (ordinary resolution)

THAT the adoption of the GlaxoSmithKline 2017 Performance Share Plan (the "PSP"), the principal features of which are summarised in the explanatory notes to the Notice of Annual Meeting held on Thursday 4 May 2017 ("Notice") and the rules of which have been signed for the purposes of identification by the Chairman, be and is hereby approved and the Directors are hereby authorised to:

• (a) 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 UK Listing Authority and best practice; and
• (b) 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.

25 Approval of the adoption of the GlaxoSmithKline 2017 Deferred Annual Bonus Plan (ordinary resolution)

THAT the adoption of the GlaxoSmithKline 2017 Deferred Annual Bonus Plan (the "DABP"), the principal features of which are summarised in the explanatory notes to the Notice and the rules of which have been signed for the purposes of identification by the Chairman, be and is hereby approved and the Directors are hereby authorised to:

• (a) 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 UK Listing Authority and best practice; and
• (b) 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.

/s/V A Whyte

______________________________________ Victoria Whyte Company Secretary