Lloyds Banking Group PLC — AGM Information 2018

May 24, 2018

National Storage Mechanism | Additional information

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RNS Number : 2397P

Lloyds Banking Group PLC

24 May 2018

24 May 2018

ANNUAL GENERAL MEETING OF LLOYDS BANKING GROUP PLC

Following the annual general meeting held today at the Edinburgh International Conference Centre in Scotland, Lloyds Banking Group plc announces that all the resolutions put to shareholders were passed by the requisite majorities.  Resolutions 1 to 20 (inclusive) were passed as ordinary resolutions.  Resolutions 21 to 27 (inclusive) were passed as special resolutions.  A poll was held on each of the resolutions proposed.  The results of the polls are as follows:

Resolution		Votes For	% of Votes Cast	Votes Against	% of Votes Cast	Total Votes Validly Cast		Total Votes Cast as a % of the Ordinary Shares in Issue	Votes Withheld
1	Receive the report and accounts for the year ended 31 December 2017	50,412,214,316	99.71	144,650,728	0.29	50,556,865,044		70.01%	158,533,416
2	Election of Lord Lupton	50,611,326,977	99.84	82,847,630	0.16	50,694,174,607		70.20%	20,833,283
3	Re-election of Lord Blackwell	49,937,212,157	98.50	759,076,027	1.50	50,696,288,184		70.20%	19,039,178
4	Re-election of Mr J Colombás	50,565,895,571	99.76	120,296,906	0.24	50,686,192,477		70.19%	19,711,631
5	Re-election of Mr M G Culmer	50,504,802,253	99.62	190,877,867	0.38	50,695,680,120		70.20%	19,539,691
6	Re-election of Mr A P Dickinson	50,393,548,384	99.41	301,277,440	0.59	50,694,825,824		70.20%	20,352,881
7	Re-election of Ms A M Frew	50,032,631,648	98.69	661,810,714	1.31	50,694,442,362		70.20%	19,039,522
8	Re-election of Mr S P Henry	50,184,766,859	98.99	510,470,353	1.01	50,695,237,212		70.20%	19,898,194
9	Re-election of Mr A Horta-Osório	50,585,088,105	99.77	114,326,113	0.23	50,699,414,218		70.20%	16,031,864
10	Re-election of Ms D D McWhinney	50,212,242,371	99.05	483,322,915	0.95	50,695,565,286		70.20%	19,534,669
11	Re-election of Mr N E T Prettejohn	50,603,106,992	99.82	91,748,384	0.18		50,694,855,376	70.20%	20,250,211
12	Re-election of Mr S W Sinclair	50,253,895,044	99.13	441,146,451	0.87	50,695,041,495		70.20%	20,050,905
13	Re-election of Ms S V Weller	50,408,924,604	99.44	286,395,931	0.56	50,695,320,535		70.20%	19,781,690
14	Approval of Annual Report on Remuneration section of the Directors' Remuneration Report	39,664,392,332	79.22	10,405,159,481	20.78	50,069,551,813		69.33%	645,476,735
15	Approval of a final ordinary dividend of  2.05 pence per ordinary share	50,694,780,013	99.98	11,957,962	0.02	50,706,737,975		70.21%	8,787,169
16	Re-appointment of the auditor	48,802,070,950	96.26	1,897,818,858	3.74	50,699,889,808		70.20%	14,834,655
17	Authority to set the remuneration of the auditor	50,578,414,696	99.77	116,792,565	0.23	50,695,207,261		70.20%	15,243,976
18	Authority to make political donations or to incur political expenditure	49,887,776,103	98.45	787,585,005	1.55	50,675,361,108		70.17%	23,501,648
19	Directors' authority to allot shares	47,369,654,868	93.47	3,309,847,025	6.53	50,679,501,893		70.18%	19,198,102
20	Directors' authority to allot shares in relation to the issue of Regulatory Capital Convertible Instruments	49,506,467,694	97.76	1,134,445,858	2.24	50,640,913,552		70.12%	69,296,759
21	Limited disapplication of pre-emption rights (ordinary shares)	49,946,683,141	98.55	737,090,483	1.45	50,683,773,624		70.18%	30,894,482
22	Limited disapplication of pre-emption rights (financing an acquisition or other capital investment)	48,345,303,738	95.40	2,332,910,926	4.60	50,678,214,664		70.17%	30,010,973
23	Limited disapplication of pre-emption rights (Regulatory Capital Convertible Instruments)	48,649,967,415	95.99	2,034,137,426	4.01	50,684,104,841		70.18%	30,472,373
24	Authority to purchase own ordinary shares	49,923,394,734	98.53	745,983,546	1.47	50,669,378,280		70.16%	45,815,301
25	Authority to purchase own preference shares	50,568,092,142	99.80	99,456,946	0.20	50,667,549,088		70.16%	47,440,263
26	Adoption of new articles of association	50,655,362,300	99.94	29,945,820	0.06	50,685,308,120		70.18%	29,433,837
27	Notice period for general meetings	48,237,730,409	95.16	2,453,398,174	4.84	50,691,128,583		70.19%	23,648,359

Notes

For all resolutions, as at 6.30 pm on 22 May 2018 (the time at which shareholders who wanted to attend, speak and vote at the meeting were required to have their details entered in the register of members), there were 72,216,988,490 ordinary shares in issue.

225 ordinary shareholders or persons representing ordinary shareholders attended the meeting. Ordinary shareholders are entitled to one vote per share. Votes withheld are not votes and, therefore, have not been counted in the calculation of the proportion of votes for and against a resolution. In accordance with the UK Listing Authority's Listing Rules, copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm

Resolution 14

We welcome the broad shareholder support for our 2017 Remuneration Report.  Shareholder discussions and voting outcomes in recent years, in particular the 98 per cent vote for the Directors Remuneration Policy in 2017, suggest that our policy and approach to executive remuneration are appropriate.

We actively engage with our shareholders and representative bodies, including the proxy advisors, to ensure that we are aware of their views, and as a consequence in 2017 we made significant enhancements to the level of disclosure.

The Board notes that while the resolution to approve the Remuneration Report was passed with a substantial majority of close to 80%, there were a significant number of votes opposing the resolution.  Going forward, we will engage further with all shareholders and proxy advisors to discuss the Group's approach to remuneration with a view to further simplifying and enhancing our disclosure.

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