GlaxoSmithKline Consumer Nigeria : GLAXO SMITHKLINE CONSUMER NIG. PLC. - NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifty-Second Annual General Meeting of GlaxoSmithKline Consumer Nigeria PLC will be held at the Shell Nigeria Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos, on Wednesday 7th June 2023 at 11 o'clock in the forenoon to transact the following business:

ORDINARY BUSINESS

1. To lay before the members, the report of the Directors and the Audited Financial Statements for the year ended 31st December 2022, together with the reports of the Auditors and Audit Committee thereon.
2. To declare a Dividend.
3. To elect/re-elect Directors.
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To disclose remuneration of Managers of the Company
6. To elect the members of the Audit Committee.

SPECIAL BUSINESS

1. To fix the remuneration of the Directors.
2. To consider and pass the following resolution as an ordinary resolution of the Company:
   "That the general mandate given to the Company to enter into transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NSE Rules Governing Transactions with Related
   Parties or Interested Persons, be and is hereby renewed."

VOTING BY INTERESTED PERSONS

In line with the provisions of Rule 20.8 (h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, the interested persons have undertaken to ensure that their proxies, representatives or associates shall abstain from voting on resolution 8 above.

N O T ES:

1. PROXY
   Any member of the Company entitled to attend and vote at this Meeting is also entitled to appoint a proxy to attend and vote in his/her stead.
   A proxy form is attached to the Annual Report. All instruments of proxy must be deposited at the office of the Company's Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala

Muhammed Way, Yaba, Lagos, P.M.B. 12717, Lagos or via E-mail:[e-mail] later than 48 hours before the time of the meeting. The Company has made arrangements to bear the cost of stamp duties on the instruments of proxy.

1. PAYMENT OF DIVIDEND
   If the dividend recommended is approved, dividend would be paid electronically on Thursday, 8th June 2023 to holders of shares whose names appear in the Register of Members at the close of business on Thursday, 4th May 2023, and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their bank accounts.

1. CLOSURE OF THE REGISTER AND TRANSFER BOOKS

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from the commencement of business on Friday, 5th May 2023 to Thursday, 11th May 2023 both days inclusive, for the purpose of qualifying for dividend and attendance at the Annual General Meeting Members.

IV. NOMINATIONS FOR THE AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies and the CAMA have indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

1. UNCLAIMED DIVIDENDS
   Several dividend warrants remain unclaimed or are yet to be presented for payment or returned to the Registrars for revalidation. A list of such members will be circulated with the Annual Report and Financial Statements. Members affected are advised to complete the e-dividend registration or write to or call at the office of the Company's Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala Muhammed Way, Yaba, P. M.B. 12717, Lagos during normal working hours. Shareholders are encouraged to update their mailing addresses by forwarding the latest information to the Company or its Registrars, Greenwich Registrars & Data Solutions Limited at their registered address stated above.

VI. E-DIVIDEND

Shareholders who are yet to complete the e-dividend registration are advised to download the Registrar's E-DividendMandate Activation Form, which is also available on our website - www.gsk.com/ngor Greenwich's website - www.gtlregistrars.com;complete and submit to the Registrar or their respective Banks.

VII. SECURITIES HOLDERS' RIGHTS

Rule 19(12) of the Rulebook of the Nigerian Stock Exchange reserves the right of Shareholders and other holders of the Company's Securities to ask questions not only at the meeting but also in writing prior to the meeting. Such Shareholders or holders of other securities may submit to the office of the Company Secretary written memoranda of their questions, observations or concerns arising from the Annual Reports & Accounts at least one week before the Annual General Meeting to [e-mail] forward copies to the relevant regulatory bodies.

VIII	ELECTRONIC ANNUAL REPORT
	The soft copy of the 2022 Annual Report can be accessed on our website and sent to our
	shareholders who have provided their email addresses and WhatsApp numbers to the Registrars.
	Shareholders who are interested in receiving the soft copy of the 2022 Annual Report should
	request via email to: [e-mail].
IX	LIVE STREAMING OF AGM
	The AGM will be streamed live online. This will enable shareholders and other stakeholders who
	will not be attending physically to follow the proceedings. The link for the AGM live streaming will
	be made available on the Company's website at https://ng.gsk.com/en-gb/investors/
	Dated this 13th day of April 2023.

By Order of the Board

Frederick Ichekwai

Company Secretary

FRC/2018/NBA/00000018734

GlaxoSmithKline Consumer Nigeria PLC

GSK Nigeria House,

1, Industrial Avenue, Ilupeju, P.M.B. 21218, Ikeja, Lagos. Dated this 13th day of April 2023.