GlaxoSmithKline PLC — M&A Activity 2018

May 4, 2018

Company No. 3888792

The Companies Acts 1948 to 2006 ___________________________

COMPANY LIMITED BY SHARES ___________________________

RESOLUTION ___________________________

GlaxoSmithKline plc (the "Company") ___________________________

Passed: 3 May 2018 ___________________________

At a GENERAL MEETING of the Company held on Thursday 3 May 2018, the following resolution was duly passed by the requisite majority of the members of the Company in accordance with section 282 of the Companies Act 2006:-

• 1. THAT the Transaction (as defined and summarised in the circular sent to shareholders on 13 April 2018 (the "Circular")) to be implemented in accordance with the terms and conditions contained in the Put Option Implementation Agreement (as defined and summarised in the Circular) entered into by, among other parties, the Company and Novartis AG and the associated and ancillary agreements and arrangements relating thereto, be and are hereby approved for the purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority, and that the Directors of the Company (or a duly authorised committee thereof) be and are hereby authorised to:
• a. take all such steps, execute all such agreements and make all such arrangements as may seem to them necessary, expedient or desirable for the purpose of giving effect to, or otherwise in connection with, the Transaction and/or the associated and ancillary agreements and arrangements relating thereto; and
• b. agree and make such modifications, variations, revisions, waivers or amendments in relation to any of the foregoing (provided that such modifications, variations, revisions, waivers or amendments are not material) as they may in their absolute discretion think necessary expedient or desirable.

/s/V A Whyte ______________________________________

Victoria Whyte Company Secretary