GSK : AGM Notice 2023

GSK plc

Notice of Annual General Meeting

2023

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

27 March 2023

To the holders of the company's Ordinary Shares and American Depositary Shares.

Dear Shareholder,

Annual General Meeting 2023

I am pleased to enclose the Notice of Meeting for the twenty-third Annual General Meeting (AGM) of GSK plc (the company). The AGM will be held on Wednesday 3 May 2023 at 2.30pm (UK time) at the Sofitel London Heathrow, Terminal 5, London Heathrow Airport, TW6 2GD and will also be broadcast live for you to join electronically. Full details on how you can attend the physical meeting or participate electronically are set out at the end of this Notice.

Business of the AGM

Included in the business of the AGM are the usual resolutions to receive and adopt the Directors' Report and the Financial Statements for 2022, to approve the Annual report on remuneration for the year ended 31 December 2022 and to confirm the re-appointment of Directors and Deloitte LLP as the company's auditor.

Also included in the business of the AGM is a resolution to approve minor amendments to the Directors' Remuneration policy that was approved at the 2022 AGM. These changes are administrative and/or clarificatory in nature and are intended to: (a) allow the company greater operational flexibility, and reduce the administrative burden, in the implementation of the Non-Executive Directors' minimum shareholding requirement, and (b) ensure clarity by expressly referring to the company's ability to update its clawback policies as required by applicable regulatory requirements. Further details can be found on pages 14-16.

Board

As previously announced, Iain Mackay, Chief Financial Officer, has decided to retire from the company and will step down from the Board on 1 May 2023. He will continue as an employee and leave the company on 31 December 2023. I would like to thank Iain for his significant contribution. He has been a highly valued member of the Board and has provided strong support to Emma Walmsley and the management team during his four years at GSK.

Julie Brown, Iain's successor, will join GSK in April and will work with Iain to transition responsibilities. She will commence her role as CFO and an Executive Director on 1 May 2023. Julie is a CFO with extensive experience in the biopharma, medtech and consumer sectors and I look forward to her joining us and the contribution she will make. A resolution is proposed at the AGM for her election to the Board.

Also as previously announced, on 1 August 2022 Dr Hal Barron transitioned from the role of Chief Scientific Officer and Head of R&D to a Non-Executive Director role with additional responsibilities to support R&D. A resolution is proposed at the AGM for his re-election to the Board as a Non-Independent Non-Executive Director given his previous executive service.

During 2022, two new Non-Executive Directors were appointed to further strengthen the Board's diversity of skills, capabilities and experience to lead a pure biopharma business following the demerger of the Consumer Healthcare business in July 2022. Dr Vishal Sikki and Elizabeth (Liz) McKee Anderson were appointed as Non-Executive Directors on 18 July 2022 and 1 September 2022 respectively and resolutions are proposed at the AGM for their election to the Board.

Vishal has a distinguished background in technology broadly and particularly in the field of Artificial Intelligence (AI) and Machine Learning, which is not only central to our approach to R&D, but is also embraced across the Group.

Liz brings significant experience in commercial biopharmaceuticals and is a seasoned biotech board member. Her significant experience in commercial biopharmaceuticals, both operationally and at board level, as well as her deep understanding of the biotechnology sector, are invaluable to GSK as a pure biopharma company.

In October 2022 Dr Laurie Glimcher retired from the Board after serving for more than five years as a Non-Executive Director and as a designated Scientific and Medical Expert. I would like to thank Laurie for her excellent contribution and commitment to GSK. Through her expertise in scientific and medical innovation, and public health, she played a central role in the development of our current strategy and our successful transition to become a focused pure biopharma company.

In accordance with the UK Corporate Governance Code (the Code) and the company's Articles of Association (the Articles), all Directors of the company, except Julie Brown, Dr Vishal Sikka and Liz McKee Anderson who are standing for election, and Iain Mackay who is retiring from the Board, will stand for re-election to the Board at the AGM. Resolutions are proposed for their re-election. The biographies of all the Directors seeking election or re-election are set out in the explanatory notes to this Notice and maintained on our website atwww.gsk.com.

Voting

Your vote is important to us and you are encouraged to vote either in advance of the AGM or on the day.

If you wish to vote in advance, you may appoint a proxy by completing and returning a Proxy Form. Alternatively, you may appoint a proxy electronically viawww.shareview.co.uk,www.sharevote.co.uk or, if you hold your shares in CREST, via the CREST system. If you hold your shares through a nominee service, please contact the nominee service provider regarding its process and deadline for appointing a proxy.

Notice of your appointment of a proxy should reach Equiniti by 2.30pm (UK time) on Friday 28 April 2023.

Recommendation

Your Board believes that the resolutions contained in this Notice are in the best interests of the company and shareholders as a whole and recommends that you vote in favour of them, as your Directors intend to do in respect of their beneficial shareholdings.

Yours sincerely,

Sir Jonathan Symonds	Registered in England & Wales
Chair	No. 3888792
GSK plc	Registered office:
980 Great West Road
Brentford
Middlesex TW8 9GS

GSK plc

Notice of Meeting

Notice is hereby given that the twenty-third AGM of GSK plc will be held at the Sofitel London Heathrow, Terminal 5, London Heathrow Airport, TW6 2GD and electronically as set out on pages 36 to 40 on Wednesday 3 May 2023 at 2.30pm (UK time) to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, save for resolutions 19 to 21 and 23, 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 31 December 2022, together with the report of the auditor.

• 2 To approve the Annual report on remuneration for the year ended 31 December 2022.

• 3 To elect Julie Brown as a Director.

• 4 To elect Dr Vishal Sikka as a Director.

• 5 To elect Elizabeth McKee Anderson as a Director.

• 6 To re-elect Sir Jonathan Symonds as a Director.

• 7 To re-elect Dame Emma Walmsley as a Director.

• 8 To re-elect Charles Bancroft as a Director.

• 9 To re-elect Dr Hal Barron as a Director.

• 10 To re-elect Dr Anne Beal as a Director.

• 11 To re-elect Dr Harry C Dietz as a Director.

• 12 To re-elect Dr Jesse Goodman as a Director.

• 13 To re-elect Urs Rohner as a Director.

• 14 To authorise the Audit & Risk Committee to re-appoint Deloitte LLP as the auditor of 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.

• 15 To authorise the Audit & Risk Committee to determine the remuneration of the auditor.

• 16 To approve, for the purposes of s.226B(1)(b) of the Companies Act 2006 (the Act), certain amendments to the Directors' Remuneration policy approved at the 2022 AGM in relation to: (a) the implementation of the Non-Executive Directors' minimum share ownership requirement and (b) the 'Clawback and malus' element of the policy to expressly refer to the company's ability to update its clawback policies, and to make disclosures in relation to clawback, in each case as required by applicable regulatory requirements, including the recently adopted US Securities and Exchange Commission rules (and the New York Stock Exchange listing standards implementing those rules) on clawback in the event of an accounting restatement, each as described in the explanatory notes to this resolution.

Special Business

17

Donations to political organisations and political expenditure (ordinary resolution)

THAT, in accordance with sections 366 and 367 of the Act, the company and all companies that are or become, at any time during the period for which this resolution has effect, subsidiaries of the company as defined in the Act, are authorised in aggregate to:

(a) make political donations, as defined in section 364 of the Act, to political parties and/ or independent electoral candidates, as defined in section 363 of the Act, not exceeding £50,000 in total;