• News and events
• Annual general meeting
• Notice of meeting 2009

Notice of meeting 2009

NOTICE IS HEREBY GIVEN that the ninth Annual General Meeting of GlaxoSmithKline plc will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Wednesday, 20th May 2009 at 2.30pm to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, save for resolutions 12, 13 and 15 which will be proposed as special resolutions.

Ordinary Business
1. To receive and adopt the Directors’ Report and the Financial Statements for the year ended 31st December 2008.

2. To approve the Remuneration Report for the year ended 31st December 2008.

3. To elect Mr James Murdoch as a Director.

4. To re-elect Mr Larry Culp as a Director.

5. To re-elect Sir Crispin Davis as a Director.

6. To re-elect Dr Moncef Slaoui as a Director.

7. To re-elect Mr Tom de Swaan as a Director.

8. To authorise the Audit 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.

9. To authorise the Audit Committee to determine the remuneration of the Auditors.

Special Business
10. Donations to political organisations & political expenditure (Ordinary resolution)
THAT, in accordance with section 366 of the Companies Act 2006 (the “2006 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 are, authorised:

(a) to make political donations to political organisations other than political parties, as defined in section 363 of the 2006 Act, not exceeding £50,000 in total; and

(b) to incur political expenditure, as defined in section 365 of the 2006 Act, not exceeding £50,000 in total, 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 2010 or, if earlier, on 30th June 2010.

11. Authority to allot shares (Ordinary resolution)
THAT the Directors be and are hereby generally and unconditionally authorised, in substitution for all subsisting authorities, to exercise all powers of the company to allot relevant securities (within the meaning of section 80 of the Companies Act 1985 (the “1985 Act”)):

(a) up to an aggregate nominal amount of £432,359,137; and

(b) comprising equity securities (as defined in the 1985 Act) up to a nominal amount of £864,692,333 (after deducting from such limit any relevant securities allotted under paragraph (a) above) in connection with an offer by way of a rights issue:

(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, and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal 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 2010 or, if earlier, on 30th June 2010 (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 relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.

12. Disapplication of pre-emption rights (Special resolution)
THAT the Directors be and are hereby empowered pursuant to section 95 of the 1985 Act to allot equity securities (within the meaning of section 94 of the 1985 Act) for cash pursuant to the authority conferred on the Directors by Resolution 11 and/or where such allotment constitutes an allotment of equity securities by
virtue of section 94(3A) of the 1985 Act as if section 89(1) of the 1985 Act did not apply to such allotment, provided that this power shall be limited:

(a) to the allotment of equity securities in connection with an offer or issue of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 11, by way of a rights issue only):
(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 make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal 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) in the case of the authority granted under paragraph (a) of Resolution 11, to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £64,854,519,
and shall expire at the end of the next Annual General Meeting of the company to be held in 2010 or, if earlier, on 30th June 2010, 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.

13. 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 166 of the 1985 Act to make market purchases (within the meaning of section 163 of the 1985 Act) of its own Ordinary shares of 25p each provided that:

(a) the maximum number of Ordinary shares hereby authorised to be purchased is 518,836,153;
(b) the minimum price which may be paid for each Ordinary share is 25p;
(c) the maximum price which may be paid for each Ordinary share shall be the higher of (i) an amount equal to 105% of the average of the middle market quotations for the company’s Ordinary shares as derived from the London Stock Exchange Daily Official List 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 2010 or, if earlier, on 30th June 2010 (provided that the company may enter into a contract for the purchase of Ordinary shares before the expiry of this authority which would or might be completed wholly or partly after such expiry).

14. 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 2006 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 2009 as senior statutory auditor (as defined in section 504 of the 2006 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 2006 Act) and the copy of the reports to be delivered to the registrar of companies under Chapter 10 of Part 15 of the 2006 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.

15. 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.

16. Approval of the adoption of the GlaxoSmithKline 2009 Performance Share Plan (Ordinary resolution)
THAT the adoption of the GlaxoSmithKline 2009 Performance Share Plan (the “PSP”), the principal features of which are summarised in the explanatory notes to this 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.

17. Approval of the adoption of the GlaxoSmithKline 2009 Share Option Plan (Ordinary resolution)
THAT the adoption of the GlaxoSmithKline 2009 Share Option Plan (the “SOP”), the principal features of which are summarised in the explanatory notes to this 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 SOP into effect, including making such modifications to the SOP 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 SOP 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 SOP.

18. Approval of the adoption of the GlaxoSmithKline 2009 Deferred Annual Bonus Plan (Ordinary resolution)
THAT the adoption of the GlaxoSmithKline 2009 Deferred Annual Bonus Plan (the “DABP”), the principal features of which are summarised in the explanatory notes to this 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 the limits on individual and overall participation contained in the DABP.

By Order of the Board

Simon Bicknell
Company Secretary
24th March 2009

Registered Office:
980 Great West Road
Brentford, Middlesex TW8 9GS

Registered in England and Wales No. 3888792

Notes
(i) All resolutions at the Meeting will be decided by poll as required by the company’s Articles of Association.

(ii) A “Vote Withheld” option is provided on the proxy card accompanying this Notice of Meeting which is to enable a member (shareholder) to withhold their vote on any particular 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” a resolution.

(iii) A member of the company is entitled to appoint one or more proxies to attend the Meeting, and to speak and vote on his behalf, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the company.

To appoint a proxy you may:

(a) register the appointment of your proxy vote electronically using the internet by going to www.sharevote.co.uk and following the instructions provided. The proxy appointment must be received by the company’s registrars, Equiniti, by 2.30pm on Monday, 18th May 2009. Please note that any electronic communication sent to the company’s registrars in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted; or

(b) use the proxy card enclosed with this Notice of Meeting which should be returned direct to Equiniti at the address below, so as to be received no later than 2.30pm on Monday, 18th May 2009; or

(c) if you hold your shares in uncertificated form, you should utilise the CREST electronic proxy appointment service by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Further details of voting via CREST are also given on page 23 of this document.

If you do not have a proxy card and believe that you should have one, or if you require additional proxy cards, please contact Equiniti on the numbers given below.

The return of a completed proxy card, other instrument or any CREST Proxy Instruction (as described in the section entitled “Information on how to vote” below) will not prevent a member attending the Meeting and voting in person if he/she wishes to do so.

Equiniti can be contacted by post at:
Equiniti Limited
FREEPOST SEA 10846
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6ZL

or by telephone on 0871 384 2991* if calling from within the UK, or on +44 (0)121 415 7067 if calling from outside the UK.

*At the time of publication, calls to this number were charged at 8p per minute from a BT landline. The prices charged by BT and other telephony providers may change from time to time.

(iv) Holders of the company’s American Depositary Shares evidenced by American Depositary Receipts (“ADRs”) may exercise their votes through the Depositary, The Bank of New York Mellon. Such holders wishing to attend the Meeting should obtain prior authority by being nominated an “Appointed Proxy” by the Depositary, who can be contacted at:

BNY Mellon Shareowner Services
P.O. Box 358516
Pittsburgh, PA 15252-8516
USA

Tel: 1 877 353 1154 (US toll free)
+ 1 212 815 6825 (outside US)

(v) Participants in the company’s Corporate Sponsored Nominee service may exercise their votes through the company’s registrars, Equiniti, by using the form of direction enclosed with this Notice of Meeting, which should be returned direct to Equiniti at the address in Note (iii) above, so as to be received no later than 2.30pm on Saturday, 16th May 2009.

(vi) Any person to whom this Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

(vii) The statement of the rights of members in relation to the appointment of proxies in paragraph (iii) above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the company.

(viii) Copies of contracts of service or, where applicable, letters of appointment, between Directors and the company or any of its subsidiaries are available for inspection at the company’s registered office given above during normal business hours (Saturdays, Sundays and public holidays excepted) and at the place of the Meeting on Wednesday, 20th May 2009 from 1.30pm until the end of the Meeting.

(ix) The register of Directors’ interests in the shares of the company and its subsidiaries will also be available for inspection at the place of the Meeting on Wednesday, 20th May 2009 from 1.30pm until the end of the Meeting.

(x) The rules of the proposed GlaxoSmithKline 2009 Performance Share Plan, the GlaxoSmithKline 2009 Share Option Plan and the GlaxoSmithKline 2009 Deferred Annual Bonus Plan will be available for inspection at the company’s registered office given above and at One Bunhill Row, London, EC1Y 8YY during normal business hours (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the conclusion of the Meeting and at the place of the Meeting on Wednesday, 20th May 2009 from 1.30pm until the end of the Meeting.

(xi) Members must be entered on the company’s register of members on Monday, 18th May 2009, at 6.00pm (or, in the event of an adjournment, 6.00pm on the date which is two days before the time of the adjourned meeting), to be entitled to attend and vote at the Meeting. Members may cast votes only in respect of shares of which they were registered holders at such time, and changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

(xii) To facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that:

(a) if a corporate member has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that member at the Meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and

(b) if more than one corporate representative for the same corporate member attends the Meeting but the corporate member has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative.

Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (a) above.

Back to top