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General Meeting

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On 23 June 2021 at its Investor Update, GSK plc (“GSK” or the “Company”) confirmed its intention to separate its Consumer Healthcare business from the GSK Group to form Haleon plc (“Haleon”), an independent listed company. It was proposed that the separation would be effected by way of a demerger (the “Demerger”) of at least 80% of GSK’s 68% holding in the Consumer Healthcare business to GSK shareholders. The Consumer Healthcare business is currently a joint venture between GSK and Pfizer Inc (“Pfizer”), with GSK holding a majority controlling interest of 68% and Pfizer holding 32%.

The Demerger is conditional on, among other things, the approval by GSK shareholders of the Demerger, the GSK Share Consolidation and the Related Party Transactions at a General Meeting (the “General Meeting”), the receipt of all necessary mandatory governmental/regulatory approvals and the final approval of the Demerger by the GSK Board.

Result of General Meeting

The General Meeting was held on Wednesday 6 July 2022 at 2.30 p.m. (UK time) at the Sofitel London Heathrow, Terminal 5, London Heathrow Airport, TW6 2GD and was broadcast live for shareholders to join electronically.

At the General Meeting both resolutions set out in the Notice of General Meeting (included in the Circular to Shareholders published on 1 June 2022) were duly passed by shareholders. The full text of the two resolutions tabled at the General Meeting is contained on pages 157 to 159 of the Notice of General Meeting.

It is therefore expected that the proposed demerger of Haleon will be completed and that Haleon shares will be admitted to trading on the London Stock Exchange’s Main Market for listed securities at 8.00 am (UK time) on Monday 18 July 2022. The GSK Share Consolidation is expected to become effective after 8.00 pm (UK time) on Monday 18 July 2022.

Further information on key dates in relation to the proposed demerger of Haleon and the GSK Share Consolidation can be found on pages 13 and 14 in the Circular to Shareholders.

Voting on both resolutions put to the General Meeting was done by way of a poll rather than by a show of hands. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.

The Voting/Poll results are available to view here.

Documents relating to the Demerger:

Shareholders can view the Circular to Shareholders and Notice of General Meeting along with associated documents via the links below.

  1. Circular to Shareholders and Notice of General Meeting
  2. Articles of Association of GSK
  3. Deloitte’s report on Unaudited Pro Forma Financial Information
  4. Demerger Agreement
  5. Citi’s written consent letter
  6. Goldman Sachs’ written consent letter
  7. BoA Securities’ written consent letter
  8. Deloitte’s written consent letter (for inclusion of its accountants’ report on the Unaudited Pro Forma Financial Information)

Shareholders can view the Prospectus in relation to the proposed admission of the Haleon plc ordinary shares along with associated documents here.

Previous General Meetings

Information about our previous General Meetings is available from the General Meeting archive tab above.

 

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