GlaxoSmithKline PLC — Capital/Financing Update 2020

May 12, 2020

EXECUTION VERSION

A15.4.1C

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.

MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

7 May 2020

GlaxoSmithKline Capital plc

(Legal Entity Identifier: 549300U0LV41VX7LEP38)

Issue of €750,000,000 0.125 per cent. Notes due 12 May 2023

Guaranteed by GlaxoSmithKline plc

under the £20,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 2 nd August, 2019 and the supplements dated 13th March, 2020 and 30th April, 2020 which together constitute a base prospectus for the purposes of the Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all the relevant information. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. Copies of such Prospectus are available for viewing and may be obtained from the registered office of the Issuer at 980 Great West Road, Brentford, Middlesex TW8 9GS, U.K. and the Prospectus has been published on the following website: www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

The expression Prospectus Regulation means Regulation (EU) 2017/1129.

1.	(a)	Issuer:	GlaxoSmithKline Capital plc
	(b)	Guarantor:	GlaxoSmithKline plc
2.	(a)	Series Number:	29
	(b)	Tranche Number:	1
	(c)	Date on which the Notes shall be consolidated and form a single series:	Not Applicable
3.	Specified Currency or Currencies:		Euro (EUR or €) A15.4.5C
4.	Aggregate Nominal Amount:		€750,000,000
5.		Issue Price:	99.904 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.
	(b)	Calculation Amount (in relation to calculation of interest in global form, see Conditions):	€1,000
7.	(a)	Issue Date:	12 May 2020 A15.4.13C
	(b)	Interest Commencement Date:	A15.4.8(c)C Issue Date
8.	Maturity Date:		12 May 2023 A15.4.9(a)C
9.	Interest Basis:		0.125 per cent. Fixed Rate
10.	Redemption Basis:		A15.4.8(a)C A15.4.7B Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11.	Change of Interest:		Not Applicable
12.	Put/Call Options		Make-Whole Redemption by the Issuer A15.4.7B Issuer Call
13.	(a)	Status of the Notes	Senior
	(b)	Status of the Guarantee	Senior

1. Date Board approval for issuance of Notes and Guarantee obtained (if relevant): 28 April 2020 and 28 April 2020, respectively

A15.4.12C

A15.4.7B

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Applicable
	(a)	Rate(s) of Interest:	0.125 per cent. per annum payable in arrear on each Interest Payment Date.
	(b)	Interest Payment Date(s):	12 May in each year up to and including the Maturity Date. A15.4.8(d)C
	(c)	Fixed Coupon Amount(s) for Notes in definitive form (and in relation to Notes in global form, see Conditions):	€1.250 per Calculation Amount
	(d)	Broken Amount(s) for Notes in definitive form (and in relation to Notes in global form, see Conditions):	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	12 May in each year
	(g)	Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16.	Floating Rate Note Provisions		Not Applicable A15.4.8(not fixed)(b)C
17.	Zero Coupon Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

18.	Issuer Call		Applicable
	(a)	Optional Redemption Date(s):	Any Business Day from (and including) 12 April 2023 to (but excluding) the Maturity Date
	(b) Optional Redemption Amount of each Note: (c) If redeemable in part:		€1,000 per Calculation Amount
			Not Applicable
19.	Issuer Residual Call		Not Applicable
20.	Make-Whole Redemption by the Issuer		Applicable
	(a)	Make-Whole Redemption Margin:	15 basis points

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PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from 12 May 2020.

A15.5.1(b)C A28.4

A15.7.3C

A15.3.1C

A15.6.1C

A15.3.2C

2. RATINGS

Ratings: The Notes to be issued have been rated:

S & P: A Stable Moody's: A2 Negative

Brief explanation of the meaning of the ratings: (source: https://www.standardandpoors.com/en_US/web/guest/articl e/-/view/sourceId/504352#ID112; https://www.moodys.com/sites/products/AboutMoodysRati ngsAttachments/MoodysRatingSymbolsandDefinitions.pdf)

S&P:

An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.

Moody's:

An Obligation rated A is judged to be upper-medium grade and is subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.

4. ESTIMATED NET TOTAL EXPENSES

Estimated total expenses: £4,790

5. ESTIMATED NET AMOUNT OF PROCEEDS

	Estimated net Amount of Proceeds:	€747,967,500
6.	YIELD (Fixed Rate Notes only)
	Indication of yield:	0.157 per cent.
		The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
7.	OPERATIONAL INFORMATION

7. OPERATIONAL INFORMATION

(i)	ISIN Code:	A15.4.2(b)C XS2170609403
(ii)	Common Code:	217060940
(iii)	CFI:	See the website of the Association of National Numbering Agencies ("ANNA") or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(iv)	FISN:	See the website of the ANNA or alternatively sourced from

the ISIN

the responsible National Numbering Agency that assigned

A15.4.10C

A15.5.2C

• (v) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable
• (vi) Name(s) and address(es) of the initial paying agent(s): Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
• (vii) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

8. DISTRIBUTION

(i) Method of distribution: Syndicated

(ii) If syndicated:

(A) Names of Managers: Joint Lead Managers:

Barclays Bank PLC J.P. Morgan Securities plc Goldman Sachs International HSBC Bank plc

Co-Managers:

BNP Paribas Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch Merrill Lynch International

Mizuho International plc Morgan Stanley & Co. International plc Standard Chartered Bank

(B) Stabilisation Manager(s) (if any): Not Applicable (iii) If non-syndicated, name of Dealer: Not Applicable (iv) Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: TEFRA D (v) US Selling Restrictions: Reg. S. Compliance Category 2 (vi) Prohibition of Sales to EEA Retail Investors: Applicable