Lloyds Banking Group PLC — AGM Information 2018

May 24, 2018

COMPANY NUMBER: SC095000

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 24 May 2018 the resolutions set out below were passed.

The following resolutions were passed: Resolutions 1 to 20 (inclusive) were passed as ordinary resolutions. Resolutions 21 to 27 (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 2017."

Resolution 2. "To elect Lord Lupton as a Director of the Company."

Resolution 3.

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

Resolution 4.

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

Resolution 5.

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

Resolution 6.

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

Resolution 7.

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

Resolution 8.

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

Resolution 9.

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

Resolution 10.

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

Resolution 11.

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

Resolution 12.

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

Resolution 13.

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

Resolution 14. Annual report on remuneration section of the Directors' remuneration report

"To approve the annual report on remuneration section of the Directors' remuneration report set out on pages 84 and 85, and 96 (Implementation of the policy in 2018) to 102 of the Annual Report and Accounts for the year ended 31 December 2017."

Resolution 15. Dividend

"To declare and pay a final ordinary dividend of 2.05 pence per ordinary share in respect of the financial year ended 31 December 2017, payable on 29 May 2018 to ordinary shareholders whose names appear in the register of members at the close of business on 20 April 2018."

Resolution 16. 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 17. Auditor's remuneration

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

Resolution 18. 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 at the close of business on 28 June 2019, 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 19. 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:

• a. up to an aggregate nominal amount of £ 2,406,543,205; and
• b. comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of £4,813,086,410 (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 (a) 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 at the close of business on 28 June 2019, whichever is the earlier, but, in each case, so that the Company may, before such expiry, 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 given by this resolution has expired."

Resolution 20. 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:

• a. up to an aggregate nominal amount of £1,250,000,000 in relation to the issue of Regulatory Capital Convertible Instruments; and
• b. 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 at the close of business on 28 June 2019, whichever is the earlier, but, in each case, so that the Company may, before such expiry, 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 given by this resolution has expired."

Resolution 21. Limited disapplication of pre-emption rights

"That, subject to the passing of Resolution 19, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006) wholly for cash:

• a. pursuant to the authority given by paragraph (a) of Resolution 19 or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 in each case;
• i. in connection with a pre-emptive offer; and
• ii. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £360,981,480; and
• b. pursuant to the authority given by paragraph (b) of Resolution 19 in connection with a pre-emptive rights issue,

as if section 561(1) of the Companies Act 2006 did not apply to any such allotment;

such authority to expire at the conclusion of the next annual general meeting of the Company or at the close of business on 28 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

Resolution 22. Limited disapplication of pre-emption rights in the event of financing an acquisition transaction or other capital investment

"That, subject to the passing of Resolution 19 and in addition to any authority granted under

Resolution 21, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 19 or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

• a. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £360,981,480; and
• b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of meeting,

such authority to expire at the conclusion of the next annual general meeting of the Company or at the close of business on 28 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired."

Resolution 23. Limited disapplication of pre-emption rights in relation to the issue of Regulatory Capital Convertible Instruments

"That, subject to the passing of Resolution 20, 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:

• a. pursuant to the authority given by Resolution 20 up to an aggregate nominal amount of £1,250,000,000; and
• b. 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 at the close of business on 28 June 2019, 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 24. 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 7,219,629,615;
• 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 the Regulatory Technical Standards adopted by the European Commission 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 at the close of business on 28 June 2019, 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 25. 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; and
• f. US\$750,000,000 6.657 per cent. non-cumulative fixed to floating rate 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 at the close of business on 28 June 2019, 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 26. 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 27. 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 24 May 2018