GSK_Annual_Report_2021

Annual Report 2020-21 23 NOTICE IS HEREBY GIVEN THAT the Ninety-Sixth Annual General Meeting of GlaxoSmithKline Pharmaceuticals Limited will be held on Tuesday, 27 July 2021 at 2.30 p.m. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended 31 March 2021 together with the Reports of the Board of Directors and Auditors thereon. 2. To declare Dividend on Equity Shares for the financial year ended 31 March 2021. 3. To appoint a Director in place of Mr. Subesh Williams (DIN 07786724), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS 4. Appointment of Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Mark Dawson (DIN 09032378) who was appointed by the Board of Directors as an Additional Director of the Company with effect from 28 January 2021 who in terms of Section 161(4) of the Companies Act, 2013 (“the Act”) holds office as Director upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company be and is hereby appointed as Director of the Company, liable to retire by rotation.” 5. Re-Appointment of Whole-time Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and other applicable provisions, if any, of the CompaniesAct, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby accords its approval to the appointment of and remuneration payable to Ms. Puja Thakur (DIN 07971789) as the Whole-time Director & Chief Financial Officer of the Company for a further period of three years starting from 1 January 2021 to 31 December 2023, on the terms and conditions including remuneration as approved by the Nomination and Remuneration Committee of the Board and as set out in the agreement to be entered into between the Company and Ms. Puja Thakur, a draft whereof initialed by the Managing Director for the purpose of identification is placed before the meeting, which draft agreement be and is hereby specifically approved with liberty to the Board of Directors of the Company (“the Board”) to alter, vary and modify the terms and conditions of the said appointment and the Agreement in such manner as may be agreed to between the Board of Directors and Ms. Puja Thakur. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, matters, deeds and things and to take such steps as expedient or desirable to give effect to this resolution.” 6. Commission to Independent Directors To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) and the rules made thereunder, consent of the Company be and is hereby accorded to the payment of commission to the non-Whole-time Directors of the Company, excluding the Whole-time Directors and the Directors employed in the employment of the GlaxoSmithKline Group Companies, in addition to sitting fees being paid to them for attending the meetings of the Board or its Committees, for each financial year for a period with effect from 1 April 2021 to 31 March 2026, as may be determined by the Board from time to time, subject to a ceiling of one percent of the net profits of the Company, computed in the manner laid down in Section 198 of the Companies Act, 2013, with authority to the Board of Directors to distribute the commission amongst such Directors in such manner as the Board may decide from time to time. 7. Ratification of Remuneration to Cost Auditor To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory NOTICE