Lloyds Banking Group PLC — AGM Information 2016

May 12, 2016

COMPANY NUMBER: 95000

LLOYDS BANKING GROUP PLC

At the annual general meeting of the members of the Company held at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday 12 May 2016 the resolutions set out below were passed.

The following resolutions were passed: Resolutions 1. to 24. (inclusive) were passed as ordinary resolutions. Resolutions 25. to 30. (inclusive) were passed as special resolutions.

Resolution 1. Report and accounts

"To receive the Company's accounts and the reports of the Directors and of the auditor for the year ended 31 December 2015."

Resolution 2.

"To elect Ms D D McWhinney as a Director of the Company."

Resolution 3.

"To elect Mr S W Sinclair as a Director of the Company."

Resolution 4.

"To re-elect Lord Blackwell as a Director of the Company."

Resolution 5.

"To re-elect Mr J Colombás as a Director of the Company."

Resolution 6.

"To re-elect Mr M G Culmer as a Director of the Company."

Resolution 7.

"To re-elect Mr A P Dickinson as a Director of the Company."

Resolution 8.

"To re-elect Ms A M Frew as a Director of the Company."

Resolution 9.

"To re-elect Mr S P Henry as a Director of the Company."

Resolution 10.

"To re-elect Mr A Horta-Osório as a Director of the Company."

Resolution 11.

"To re-elect Mr N L Luff as a Director of the Company."

Resolution 12.

"To re-elect Mr N E T Prettejohn as a Director of the Company."

Resolution 13.

"To re-elect Mr A Watson as a Director of the Company."

Resolution 14.

"To re-elect Ms S V Weller as a Director of the Company."

Resolution 15. Implementation report section of the Directors' remuneration report

"To approve the implementation report section of the Directors' remuneration report set out on pages 82 to 85 and 90 to 102 of the Annual Report and Accounts for the year ended 31 December 2015."

Resolution 16. Dividend

"To declare and pay a final dividend of 1.5 pence per ordinary share in respect of the financial year ended 31 December 2015, payable on 17 May 2016 to ordinary shareholders whose names appear in the register of members at the close of business on 8 April 2016."

Resolution 17. Special dividend

"To declare and pay a special dividend of 0.5 pence per ordinary share, payable on 17 May 2016 to ordinary shareholders whose names appear in the register of members at the close of business on 8 April 2016."

Resolution 18. Re-appointment of the auditor

"To re-appoint PricewaterhouseCoopers LLP as auditor of the company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company."

Resolution 19. Auditor's remuneration

"To authorise the Audit Committee to set the remuneration of the Company's auditor."

Resolution 20. Lloyds Banking Group Long-term Incentive Plan 2016

"That the rules of the Lloyds Banking Group Long-term Incentive Plan 2016 (the "LTIP"), the principal terms of which are summarised in Appendix Two on pages 16 and 17 of this document and a copy of which is produced to the meeting and signed by the Chairman for the purpose of identification, be approved and the Directors be authorised to:

• i) do all things necessary to operate the LTIP, including making such modifications as the Directors consider appropriate to take account of the requirements of the UK Listing Authority and best practice; and
• ii) establish further plans based on the LTIP but modified to take account of local tax, exchange controls or securities laws outside the UK, provided that any new issue or treasury shares made available under such further plans are treated as counting against the plan limits in the LTIP."

Resolution 21.Lloyds Banking Group North America Employee Stock Purchase Plan 2016

"That the rules of the Lloyds Banking Group North America Employee Stock Purchase Plan 2016 (the 'ESPP'), the principal terms of which are summarised in Appendix Two on pages 16 and 17 of this document and a copy of which is produced to the meeting and signed by the Chairman for the purposes of identification, be approved and the Directors be authorised to do all things necessary to operate the ESPP. This includes making such modifications as the Directors consider appropriate to ensure the tax-qualified status of the ESPP, to take account of the requirements of the UK Listing Authority, best practice and any local tax, exchange controls or securities laws outside the UK.

For the purposes of the United States ('U.S.') tax rules, the aggregate number of shares that may be made available under the ESPP will not exceed 3,000,000 American Depositary Receipts ('ADRs', each ADR representing 4 ordinary shares of 10 pence each) and the companies whose employees may be eligible to participate in the ESPP shall be the U.S. subsidiaries of the Company and any other subsidiary of the Company as designated from time to time in accordance with the terms of the ESPP."

Resolution 22. Authority for the Company and its subsidiaries to make political donations or incur political expenditure

• (a) "That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006:
• (i) to make political donations to political parties, and/or independent election candidates not exceeding £100,000 in total;
• (ii) to make political donations to political organisations other than political parties not exceeding £100,000 in total; and
• (iii) to incur political expenditure not exceeding £100,000 in total,

in each case during the period from the date of the passing of this resolution and ending on the date of the next annual general meeting or on 30 June 2017, whichever is the earlier;

• (b) that all existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and
• (c) that words and expressions defined for the purpose of the Companies Act 2006 shall have the same meaning in this resolution."

Resolution 23. Directors' authority to allot shares

"That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

• (i) up to an aggregate nominal amount of £2,381,821,880;and
• (ii) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further nominal amount of £4,763,643,760 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph (i) above) in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to section 551 of the Companies Act 2006 and to expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would or might, require shares to be allotted or rights to subscribe for or convert other securities into shares to be granted after the authority ends."

Resolution 24. Directors' authority to allot shares in relation to the issue of Regulatory Capital Convertible Instruments

"That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into ordinary shares in the Company:

• (i) up to an aggregate nominal amount of £1,250,000,000 in relation to the issue of Regulatory Capital Convertible Instruments; and
• (ii) subject to applicable law and regulation, at such conversion prices (or such maximum or minimum conversion prices or conversion price methodologies) as may be determined by the Directors of the Company from time to time,

such authority to apply in addition to all other authorities pursuant to section 551 of the Companies Act 2006 and to expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into ordinary shares to be granted after the authority ends."

Resolution 25. Limited disapplication of pre-emption rights

"That, subject to the passing of Resolution 23, the Directors be empowered to allot equity securities (as defined in section 560(1) of the Companies Act 2006) wholly for cash:

• (i) pursuant to the authority given by paragraph (i) of Resolution 23 or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 in each case;
• (a) in connection with a pre-emptive offer; and
• (b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £714,546,564; and
• (ii) pursuant to the authority given by paragraph (ii) of Resolution 23 in connection with a rights issue, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment,

such power to expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power given by this resolution has expired."

Resolution 26. Limited disapplication of pre-emption rights in relation to the issue of Regulatory Capital Convertible Instruments

"That, subject to passing of Resolution 24, and without prejudice to any existing authority, the Directors be empowered to allot equity securities (as defined in section 560(1) of the Companies Act 2006) wholly for cash:

• (i) pursuant to the authority given in Resolution 24 up to an aggregate nominal amount of £1,250,000,000; and
• (ii) in relation to the issue of such Regulatory Capital Convertible Instruments, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment,

such power to expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power given by this resolution has expired."

Resolution 27. Authority to purchase ordinary shares

"That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies Act 2006) of ordinary shares of 10 pence each in the capital of the Company and where such shares are held in treasury, the Company may use them for the purposes of its employees' share plans, provided that:

• (a) the maximum aggregate number of ordinary shares authorised to be purchased shall be 7,145,465,640;
• (b) the minimum price which may be paid for each ordinary share shall be 10 pence;
• (c) the maximum price, exclusive of expenses, which may be paid for each ordinary share shall be an amount equal to the higher of (i) 105 per cent of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five London business days immediately preceding the day on which such share is contracted to be purchased or (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments(No 2273/2003) or, from 3 July 2016, Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation;
• (d) this authority shall expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier, unless such authority is renewed before then; and
• (e) the Company may make a contract to purchase its ordinary shares under this authority before its expiry which would or might be executed wholly or partly after such expiry, and may make a purchase of its ordinary shares under that contract."

Resolution 28. Authority to purchase preference shares

"That the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies Act 2006) of the following issuances of securities:

• (a) £299,987,729 9.25 per cent non-cumulative irredeemable preference shares;
• (b) £99,999,942 9.75 per cent non-cumulative irredeemable preference shares;
• (c) £186,190,532 6.475 per cent non- cumulative preference shares;
• (d) £334,951,000 6.3673 per cent non-cumulative fixed to floating rate preference shares;
• (e) US\$750,000,000 6.413 per cent non-cumulative fixed to floating rate preference shares; (f) US\$750,000,000 6.657 per cent non-cumulative fixed to floating rate preference shares; and
• (g) US\$1,000,000,000 6.267 per cent fixed to floating rate non-cumulative callable dollar preference shares.

(together, the 'Preference Shares'), provided that:

• (i) the maximum number of Preference Shares which may be purchased is all such Preference Shares in issue;
• (ii) the minimum price which may be paid for each Preference Share is the nominal value of the relevant Preference Share;
• (iii) the maximum price which may be paid for each Preference Share is an amount equal to 140 per cent of the liquidation preference of the relevant Preference Share;
• (iv) this authority shall expire at the conclusion of the next annual general meeting or on 30 June 2017, whichever is the earlier, unless such authority is renewed before then; and
• (v) the Company may make a contract to purchase the Preference Shares under this authority before its expiry which would or might be executed wholly or partly after the expiry, and may make a purchase of the Preference Shares under that contract."

Resolution 29. Adoption of new articles of association

"That the draft articles of association of the Company produced to the meeting and signed by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association."

Resolution 30. Notice period for general meetings

"That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the next annual general meeting unless such authority is renewed at a general meeting of the Company before then."

Malcolm Wood Company Secretary 12 May 2016