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GlaxoSmithKline PLC Proxy Solicitation & Information Statement 2018

Apr 13, 2018

5262_agm-r_2018-04-13_ee7cb76a-f8b3-4376-8466-48cbc8916a65.pdf

Proxy Solicitation & Information Statement

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General Meeting Attendance Card

QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE

on Thursday 3 May 2018 at 3.30pm (or as soon thereafter as GSK's Annual General Meeting convened for that date has concluded)

How to vote your shares at the General Meeting

Guidance notes are on the reverse of this attendance card. You can vote online (Option 1 below) or by completing the proxy form (Option 2 below). If you choose Option 2, the proxy form should be detached and returned to the company's registrar, Equiniti, by 3.30pm on Tuesday 1 May 2018. If you do not wish anyone other than the company or Equiniti to see the proxy form you may send it in an envelope to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No postage is required if posted within the United Kingdom. If the form is posted outside of the United Kingdom, you should return it in an envelope, with the postage paid, to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA.

Option 1
Vote Online
Just go to www.sharevote.co.uk and follow the on-screen instructions.
Voting ID Task ID Shareholder reference number
Shareholder reference number 2172-290-S
General Meeting Proxy Form
I/We, the undersigned, being a member/members of GlaxoSmithKline plc, appoint the following person
Number of shares
or failing him/her, the Chairman of the Meeting, as my/our proxy to attend/speak and vote on my/our behalf at the GlaxoSmithKline General
Meeting to be held on Thursday 3 May 2018 and at any adjournment thereof, and direct that my/our proxy will vote (or withhold my/our vote)
on the resolution referred to in the Notice of Meeting as indicated with a cross in the appropriate spaces below:
Option 2
I want to give voting instructions as follows
Special Business
1
To approve the buyout of Novartis' interest in GlaxoSmithKline Consumer Healthcare Holdings
Limited for the purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority
Vote
For
Against
withheld
Signature of shareholder or duly authorised attorney or, for a corporate shareholder, common seal or signature of an authorised officer, attorney or other person Date

General Meeting Attendance Card

Directions

QEII Centre

Broad Sanctuary, Westminster, London SW1P 3EE

By rail: Victoria, Charing Cross and Waterloo stations are 15 minutes' walk away.

By underground: Westminster (Jubilee, District and Circle Lines), St James's Park (District and Circle Lines).

By bus: Routes 3, 11, 12, 24, 53, 87, 88, 148, 159, 211 and 453 all stop nearby.

By car: Parking facilities are available nearby, but are very limited.

Security: The Centre operates a similar degree of security access control to that found at modern airports. Briefcases/baggage will be X-rayed and all shareholders will walk through archway metal detectors.

This procedure should not cause any delay. Equipment such as video cameras and tape recorders may not be brought into the meeting room. A cloakroom facility is available for your convenience.

Disabled: Access by wheelchair is aided by a ramp at the front of the building.

For the hard of hearing: An induction loop system will be provided in the meeting room.

For the visually impaired: Please make your way towards the front section of the meeting room for improved sight of the presentation screens.

Notes on appointing a proxy

    1. If you wish to appoint as your proxy someone other than the Chairman of the Meeting, insert his/her name in the space provided in the first box on the proxy form. If the proxy is being appointed in relation to part of your holding only, enter the number of shares over which he/she is authorised to act as your proxy in the box next to the proxy's name. If this box is left blank, he/she will be authorised in respect of your full voting entitlement.
    1. To appoint more than one proxy, you should obtain additional proxy forms from the company's registrar, Equiniti, or you may photocopy the proxy form. Ensure that you specify the number of shares over which each proxy can act, as in Note 1 above. Multiple proxy forms must be returned together in the same envelope.
    1. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti by 3.30pm on Tuesday 1 May 2018.
    1. The "Vote withheld" option is provided to enable a member to withhold his/her vote on the 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" the resolution.
    1. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder reference number printed overleaf and follow the instructions provided. The proxy appointment must be registered on the website by 3.30pm on Tuesday 1 May 2018.
    1. In the case of a corporate shareholder, the proxy appointment must be under seal or signed by a duly authorised officer, attorney or other person.
    1. In the case of joint holdings, the vote of the first named in the register of members will be accepted to the exclusion of other joint holders.
    1. If no specific directions are given, the proxy will vote or abstain from voting as he/she thinks fit on the specified resolution and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he/she thinks fit on any business (including amendments to the resolution) which may properly come before the Meeting.
    1. A proxy need not be a member of the company, but must attend the Meeting to represent you. If no name is inserted in the box provided, the Chairman of the Meeting will be deemed to be appointed as the proxy.
    1. Any alteration to the proxy form should be initialled by the person who signed it.
    1. If you do not wish anyone other than the company or Equiniti to see the proxy form you may send it in an envelope to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU (no stamp is needed if posted within the United Kingdom).
    1. The completion and return of the proxy form will not preclude a member from attending the Meeting and voting in person.