GSK plc 提交 2025 年度股票增值计划注册声明

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Incorporation of Documents By Reference.

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (File No. 001-15170), filed with the Commission on March 6, 2026;

The Registrant’s current report on Form 6-K filed with the Commission on September 8, 2026 (File No. 001-15170); and

The description of the Registrant’s ordinary shares contained in Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (File No. 001-15170), filed with the Commission on March 6, 2026, including any amendment or report filed for the purposes of updating such description.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by —

section 233 (provision of insurance),

section 234 (qualifying third party indemnity provision), or

section 235 (qualifying pension scheme indemnity provision).

This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

The provision must not provide any indemnity against —

any liability of the director to pay —

a fine imposed in criminal proceedings, or

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

any liability incurred by the director —

in defending criminal proceedings in which he is convicted, or

in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

For this purpose —

a conviction, judgment or refusal of relief becomes final —

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

an appeal is disposed of —

if it is determined and the period for bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under —

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

The provision must not provide any indemnity against —

any liability of the director to pay —

a fine imposed in criminal proceedings, or

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

any liability incurred by the director in defending criminal proceedings in which he is convicted.

The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

For this purpose —

a conviction becomes final —

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

an appeal is disposed of —

if it is determined and the period for bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

This section requires disclosure in the directors’ report of —

qualifying third party indemnity provision, and

qualifying pension scheme indemnity provision.

If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force”.

If in proceedings for negligence, default, breach of duty or breach of trust against —

an officer of a company, or

a person employed by a company as auditor (whether he is or is not an officer of the company),

If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —

he may apply to the court for relief, and

the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper”.

Exemption From Registration Claimed.

Exhibits.

Exhibit No.

Exhibit Description

Filed herewith

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

Date

/s/ Sir Jonathan Symonds

Chair and Non-Executive Director

/s/ Luke Miels

Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Julie Brown

Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

/s/ Elizabeth McKee Anderson

Non-Executive Director

/s/ Charles Bancroft

Non-Executive Director

/s/ Dr. Hal Barron

Non-Executive Director

/s/ Dr. Anne Beal

Non-Executive Director

/s/ Wendy Becker

Non-Executive Director

/s/ Dr. Harry C. Dietz

Non-Executive Director

/s/ Roy Jakobs

Non-Executive Director

/s/ Dr. Jeannie Lee

Non-Executive Director

/s/ Dr. Gavin Screaton

Non-Executive Director

/s/ Dr. Vishal Sikka

Non-Executive Director