Lloyds Banking Group PLC — AGM Information 2025

Mar 19, 2025

Helping Britain Prosper

Lloyds Banking Group plc Notice of Annual General Meeting 2025

Contents
Letter from the Chair of Lloyds Banking Group plc	3
Notice of Annual General Meeting and explanatory notes	4
Voting and ancillary guidance ahead of the Annual General Meeting	10
Directors standing for election or re-election	12
Annual General Meeting arrangements	14
Forward-looking statements	15

Should it become necessary or appropriate, we will notify shareholders of any updates to our Annual General Meeting arrangements as early as possible on the Shareholder meetings page of our website, www.lloydsbankinggroup.com

Forward-looking statements

This document contains forward-looking statements. For further details, please refer to page 15.

Frequently asked questions

Where can I find more information about the Annual General Meeting ('AGM')?

Please refer to the Lloyds Banking Group plc (the 'Company') website, https://www.lloydsbankinggroup.com/investors/shareholderinformation/shareholder-meetings.html → where the latest information relating to the AGM will be published. This information will also be available from the Company's registrar, Equiniti Limited ('Equiniti'), using the contact details set out at the bottom of this page.

What is an AGM?

A public company is required by law to hold an annual meeting of shareholders and to lay its accounts before the shareholders at that meeting, within six months of the end of its preceding financial year.

Why are you holding the AGM in Scotland?

The Company's articles of association require the Company to hold its AGM in Scotland. Please note that the AGM will be held in Edinburgh this year.

Why should I vote?

It is your right as a shareholder to vote on matters put to the AGM and every shareholder is encouraged to vote. Your opinion counts and is very important in informing the Board on shareholder views. We urge you to use this opportunity to vote.

What is a proxy and who can I appoint as a proxy?

A proxy is someone appointed by you to attend the meeting and vote on your behalf. This can be the Chair of the meeting or another person of your choosing. A proxy does not need to be a shareholder in the Company but must attend the meeting for your vote(s) to be cast.

Can I lodge my proxy or voting instructions online?

Yes. Please see the reverse side of the proxy or voting form for details on how to do this. We encourage shareholders to exercise this right.

How do I return the proxy or voting form?

If you have received a hard copy proxy or voting form and would like to return it by post, please use the enclosed envelope. As the related postage cost will be borne by the Company, there should be no additional local postal charges payable by you, whether you post it from the UK or overseas.

I have shares in the Lloyds Banking Group Shareholder Account ('LBGSA'). The voting form does not provide an option to appoint a proxy, why is this?

In accordance with the terms and conditions of the LBGSA, only Equiniti Financial Services Limited can carry out your instructions in relation to these shares. You can, however, still use the online service at www.sharevote.co.uk → to submit your voting instruction.

Can I receive a paper copy or a large print, audio or Braille version of the annual report and accounts or AGM communications?

Yes. Please contact the Company's registrar, Equiniti, using the contact details for Equiniti at the bottom of this page.

You can contact the Company's registrar, Equiniti, through their website at www.shareview.co.uk. This website has lots of information for shareholders, as well as contact information channels dependent on the nature of your enquiry.

If you would like a paper copy of this notice, or a version in large print, Braille or on audio CD, please contact Equiniti on +44 (0) 371 384 2990.

Please use the country code if calling from outside the UK. Lines are open from 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

Requests may also be made in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

AGM arrangements

This document is important and requires your immediate attention.

If you have any doubt about the action you should take, it is recommended that you consult your stockbroker, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have received a hard copy version of this document and you have sold or transferred all your ordinary shares in Lloyds Banking Group plc, please give this document and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank, or other agent through whom the sale or transfer was made for transmission to the purchaser or transferee.

Letter from the Chair of Lloyds Banking Group plc

Sir Robin Budenberg CBE Chair

19 March 2025

Dear Shareholder

I am pleased to set out the arrangements for the 2025 Annual General Meeting (the 'AGM') of Lloyds Banking Group plc ('Lloyds Banking Group' or the 'Company'), which will be held at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday, 15 May 2025 at 11.00am.

The notice of AGM, including the explanatory notes for each of the resolutions, is set out on pages 4 to 9 of this document.

The annual report and accounts and annual review for the year ended 31 December 2024 are available to view and download on our website at www.lloydsbankinggroup.com/investors →. In addition if you have elected to receive either the annual report and accounts or annual review in hard copy, they are enclosed, together with a proxy form enabling you to exercise your voting rights.

We have made good progress on our strategy and continued to deliver a robust financial performance in 2024. We have a financial relationship with over half of all adults in the UK and play an integral role in the UK financial system, so we are in a unique position to deliver on our purpose of Helping Britain Prosper while delivering long term, sustainable returns for our shareholders.

The Board recognises the importance and value that our shareholders place on engaging directly with us at the AGM and we are pleased that we can offer shareholders the opportunity to join us in person at this year's AGM. Shareholders are encouraged to attend the meeting, to express their views on the business of the meeting directly to the Board before voting on the resolutions. I hope you will take the opportunity to do so.

If you cannot attend the AGM in person but wish to ask a question relating to the business of the AGM, you can submit questions by emailing shareholderquestions@lloydsbanking.com with the subject line 'AGM 2025'. We encourage shareholders to send any questions by 5.00pm on Friday, 9 May 2025 and we will endeavour to respond, either personally or by way of publishing a response on our website, in advance of the proxy voting deadline of 11.00am on Tuesday, 13 May 2025. Any questions received after this time may not be answered until after the AGM.

If you attend the AGM and wish to ask a question relating to the business of the AGM, you will have the opportunity to register your question in advance by approaching the question registration desk at the AGM. The live webcast will not have facilities for shareholders to ask questions or vote online - please see page 14 for further information.

Your Vote

If you cannot attend the meeting, I encourage you to exercise your right to appoint a proxy to attend and vote at the AGM on your behalf in accordance with your wishes. You can do this online or by submitting your proxy/voting form by post. Please follow the instructions as set out on the proxy card section of your proxy/voting form. Proxy appointments must be received by Equiniti no later than 11.00am on 13 May 2025 to be valid. The results of the votes on the proposed resolutions will be announced on the Company's website as soon as practicable after the conclusion of the AGM.

Your Dividend

The Board is recommending a final dividend of 2.11 pence per ordinary share for approval at the AGM, resulting in a total dividend for 2024 of 3.17 pence per ordinary share which is up 15 per cent. on the prior year and in line with the Company's progressive and sustainable ordinary dividend policy. The Company will again be offering shareholders a choice of a share alternative to a cash dividend through its Dividend Reinvestment Plan ('DRIP'). Shareholders can find out more about the DRIP on page 4 of this document.

In addition to the final dividend, the Board has announced that it intends to return surplus capital through an ordinary share buyback programme of up to £1.7 billion (the 'Buyback Programme'), which is expected to be completed by 31 December 2025. The Buyback Programme has been initiated as the Board believes that the Company's existing capital exceeds the amount currently required to grow the business, meet current and future regulatory requirements and cover uncertainties. The Buyback Programme, which is subject to the continuing approval of the Prudential Regulation Authority, is being carried out by the Company using the authority to purchase its own ordinary shares approved by shareholders at the last AGM. The Company intends to cancel the shares it repurchases. The Buyback Programme is believed to be in the best interests of shareholders taken as a whole and is expected to result in an increase in earnings per ordinary share.

Your Board of Directors

Nathan Bostock was appointed to the Board, and as Chair of Lloyds Bank Capital Markets plc, effective 1 August 2024. Nathan is therefore standing for election for the first time. All of your other directors are standing for re-election this year. Biographical details of each director seeking election or re-election are set out on pages 12 and 13 of this document.

Recommendation

The Board considers that all the resolutions in the notice of AGM are in the best interests of the Company and its shareholders, and recommends unanimously that you vote in favour of them. Your directors intend to vote in favour of all the resolutions in respect of their own holdings.

Yours faithfully

Sir Robin Budenberg Chair

Notice of Annual General Meeting and explanatory notes

The Annual General Meeting (the 'AGM') of Lloyds Banking Group plc (the 'Company') will be held at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday, 15 May 2025 at 11.00am, to conduct the business set out in the resolutions below.

Resolutions 1 to 19 (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 20 to 25 (inclusive) are proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The resolutions being proposed to the AGM appear in shaded green boxes below, with explanatory notes for each resolution underneath.

The Board recommends unanimously that you vote in favour of all resolutions as they intend to do in respect of their own holdings.

Resolution 1. Report and Accounts

That the Company's accounts and reports of the directors and of the auditor for the year ended 31 December 2024 be received.

The directors are required to present the Company's accounts and the reports of the directors and of the auditor for the year ended 31 December 2024 at the AGM.

Resolutions 2 to 11. Election and re-election of directors.

Resolution 2. That Sir Robin Budenberg be re-elected as a director of the Company.

Resolution 3. That Charlie Nunn be re-elected as a director of the Company.

Resolution 4. That Nathan Bostock be elected as a director of the Company.

Resolution 5. That William Chalmers be re-elected as a director of the Company.

Resolution 6. That Sarah Legg be re-elected as a director of the Company.

Resolution 7. That Amanda Mackenzie be re-elected as a director of the Company.

Resolution 8. That Harmeen Mehta be re-elected as a director of the Company.

Resolution 9. That Cathy Turner be re-elected as a director of the Company.

Resolution 10. That Scott Wheway be re-elected as a director of the Company.

Resolution 11. That Catherine Woods be re-elected as a director of the Company.

In accordance with the Company's articles of association, Nathan Bostock is standing for election for the first time, having been appointed to the Board effective 1 August 2024.

In accordance with the provisions of the UK Corporate Governance Code (the 'Code'), all of the other serving directors at the time of the AGM will retire and submit themselves for re-election by shareholders.

In recommending directors for election or re-election at the AGM, the Company's Nomination and Governance Committee reviewed the performance of each non-executive director and their ability to continue meeting the time commitments required. It was considered that, taking into consideration individual capabilities, skills and experiences and any potential conflicts of interest that have been disclosed, the external roles held by all directors were appropriate and all directors had sufficient time to meet their board responsibilities.

All non-executive directors seeking election or re-election are independent in accordance with the criteria set out in the Code. The Chair was independent on appointment.

A summary of the skills, experience and contribution of each director proposed for election or re-election, which in the Board's view illustrates why each director's contribution is, and continues to be, important to the Company's long-term sustainable success, can be found on pages 12 and 13 of this document.

Resolution 12. Directors' remuneration report That the directors' remuneration report, in the form set out on pages 110 to 133 of the annual report and accounts for the year ended 31 December 2024, be approved.

The Company is required to ask shareholders to approve the directors' remuneration report in the form set out on pages 110 to 133 of the annual report and accounts for the year ended 31 December 2024.

The Company's auditor, Deloitte LLP ('Deloitte'), has audited those parts of the directors' remuneration report which are required to be audited and their report is issued in the annual report and accounts for the year ended 31 December 2024.

In accordance with remuneration reporting rules, the vote on this resolution is an advisory vote and does not affect the remuneration paid to any director.

At the 2023 AGM of the Company, the Directors' Remuneration Policy was approved by shareholders. The Directors' Remuneration Policy is not therefore required to be approved at this year's AGM. The Directors' Remuneration Policy will be put to shareholders again at the Company's AGM in 2026.

Resolution 13. Dividend

That a final dividend of 2.11 pence per ordinary share in respect of the financial year ended 31 December 2024, payable on 20 May 2025 to ordinary shareholders whose names appear in the register of members at the close of business on 11 April 2025, be declared.

Shareholders are being asked to approve a final dividend of 2.11 pence per ordinary share in respect of the financial year ended 31 December 2024.

An interim dividend for 2024 of 1.06 pence per ordinary share was paid on 10 September 2024, making a total dividend of 3.17 pence per ordinary share in respect of the financial year ended 31 December 2024. If the final dividend is approved by shareholders, it will be paid on 20 May 2025 to all ordinary shareholders whose names appear in the register of members at the close of business on 11 April 2025.

The Company will continue to offer shareholders the opportunity to use the cash dividend paid to purchase shares in the Company through its Dividend Reinvestment Plan ('DRIP') which is operated by Equiniti. Shareholders who wish to join or cancel their participation in the DRIP for the final dividend must provide their instruction to Equiniti which must be received no later than 5.00pm on 29 April 2025. Shareholders can find further information about the DRIP on the Company's website at www. lloydsbankinggroup.com/investors/shareholder-information/dividends →.

Subject to shareholder approval of the final dividend, an entitlement notice in respect of the dividend paid and used to purchase shares under the DRIP will be dispatched by Equiniti to shareholders participating in the DRIP.

AGM arrangements

statements Forward-looking

Resolution 14. Re-appointment of the auditor

That Deloitte LLP be re-appointed 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 14 proposes the re-appointment of Deloitte as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. The Audit Committee oversees the relationship with the external auditor. It considered the effectiveness and performance of Deloitte and the audit process during the year and concluded that it was satisfied with Deloitte's performance. Further details of the work carried out by the Audit Committee are set out on pages 100 to 103 of the annual report and accounts for the year ended 31 December 2024.

Resolution 15. Auditor's remuneration

That the Audit Committee be authorised to set the remuneration of the Company's auditor.

Resolution 15 authorises the Audit Committee to set the auditor's remuneration. As noted above, the Audit Committee oversees the relationship with the external auditor and considers Deloitte's terms of engagement (including remuneration), as well as its independence and objectivity.

Resolution 16. Removal of the 5 per cent. dilution limit from discretionary share plans

That the amendment to the rules of Lloyds Banking Group plc Long Term Incentive Plan, Lloyds Banking Group plc Deferred Bonus Plan, Lloyds Banking Group plc Long-Term Share Plan and the Lloyds Banking Group plc Executive Group Ownership Share Plan 2016 to remove the 5 per cent. inner limit on dilution on the terms set out in the notes to this resolution be approved.

The Company and its subsidiary undertakings (the 'Group') operate several shareholder-approved employee share plans which form a critical part of the Group's strategy to incentivise and reward colleagues as well as facilitating widespread share-ownership across the workforce. The Group also uses its employee share plans to deliver a portion of variable pay in the form of deferred share awards in compliance with its regulatory obligations.

The employee share plans include the Lloyds Banking Group plc Long Term Incentive Plan (the 'LTIP'), which was approved by shareholders in 2023 and is used to make performance-based long term share awards; the Lloyds Banking Group plc Deferred Bonus Plan (the 'DBP'), which was approved by shareholders in 2021 and is primarily used to grant the deferred share element of the Group Performance Share (the group's annual incentive bonus plan); the Share Incentive Plan and the Sharesave Scheme, each of which are shareholder approved tax-advantaged all-employee share plans last approved by shareholders in 2022 and 2017 respectively; and the Lloyds Banking Group plc Long-Term Share Plan (the 'LTSP'), and Executive Group Ownership Shares (the 'Exec GOS'), both of which are legacy plans under which awards remain outstanding, but no new awards have been made since March 2023 and March 2020 respectively.

All of these employee share plans include a limit on the use of newly issued shares or treasury shares of the Group, which provides that an award under the plan may not be satisfied using new issued shares if it may cause, in any rolling 10-year period, more than 10 per cent. of the Group's share capital to be issued or transferred from treasury in respect of share plan awards. This limit (the '10 per cent. outer limit') applies across all of the shareholder-approved share plans and operates to provide shareholders with certainty on dilution. The Group will maintain this limit across all its share plans.

In addition, the LTIP, DBP, LTSP and Exec GOS (the 'Discretionary Share Plans') also include an 'inner' limit, which provides that an award under a Discretionary Share Plan may not be satisfied using new issued shares if it may cause, in any rolling 10-year period, more than 5 per cent. of share capital to be issued or transferred from treasury for the purposes settling awards under these plans (the '5 per cent. inner limit').

Effect of the resolution

Resolution 16 proposes to keep the 10 per cent. outer limit but remove the 5 per cent. inner limit from each of the Discretionary Share Plans. As the Group, somewhat unusually, operates its DBP across such a broad base of colleagues (approximately 30,000 colleagues received shares in respect of awards over £2,000 in 2024) it is more consistent with an all-employee, rather than executive, share plan to which the 5 per cent. inner limit is intended to apply. This means that the 5 per cent. inner limit creates a particular challenge for the Group in operating its share plans and significantly reduces its flexibility in deciding how to settle employee share awards.

Having carefully considered the operation of its employee share plans, and recent changes to institutional investor guidance, the Remuneration Committee has concluded that the removal of the 5 per cent. inner limit would be in the best interests of the Group to allow it more flexibility in terms of how it deploys its capital and to also potentially mitigate some of the operational costs of acquiring shares in the market to satisfy employee awards.

The resolution proposes the removal of the 5 per cent. inner limit within the 10 per cent. outer limit from the rules of each Discretionary Share Plan. The Group intends to continue to carefully plan and monitor its use of new issue and treasury shares under its employee share plans within the 10 per cent. outer limit which the Investment Association still guides companies to apply in its latest Principles of Remuneration.

Resolution 17. 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 of the Company or, if earlier, at the close of business on 30 June 2026;

• (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 purposes of the Companies Act 2006 shall have the same meaning in this resolution.

In accordance with Group policy, the Group does not make any political donations or incur political expenditure in the UK within the ordinary meaning of those words. This resolution in relation to political donations and political expenditure is proposed as a precautionary measure only so as to avoid any inadvertent breach of the political donations provisions contained in the Companies Act 2006. It renews the authority sought last year.

The definitions of political donations, political parties, political organisations and political expenditure used in the Companies Act 2006 are very wide. As a result, such definitions may cover activities that form part of relationships that are an accepted part of engaging with our stakeholders, such as sponsorship, subscriptions, payment of expenses and support for bodies representing the business community in policy review or reform. The penalties for breaching the legislation, even if inadvertently, are severe.

The activities referred to above are not designed to support any political party nor to influence public support for any political party. The authority the Company is requesting is a precautionary measure to ensure that the Company can continue to support the business community and put forward its views without inadvertently breaching the Companies Act 2006. This authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

Notice of Annual General Meeting and explanatory notes continued

Resolution 18. 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 £2,019,738,127; and
• (b) up to a further aggregate nominal amount of £4,039,476,254 (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) provided that (i) they are equity securities (as defined in section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date and to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, in each case subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements record dates or legal or practical problems arising under the laws of any overseas territory or jurisdiction or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

such authorities to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2026, save 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.

This resolution renews the directors' authority to allot shares.

In line with the Investment Association's Share Capital Management Guidelines, the Board considers it appropriate that the directors be granted the authority to allot shares in the capital of the Company (or grant rights to subscribe for or convert any security into shares in the Company) up to a maximum nominal amount of £4,039,476,254, which represents approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 18 March 2025, being the latest practicable date prior to the publication of this document.

If the Company wishes to allot more than a nominal amount of £2,019,738,127 (representing one-third of the Company's issued ordinary share capital (excluding treasury shares)), then any additional amount can only be allotted pursuant to a rights issue.

There are no present plans to undertake a rights issue or to allot new shares save that the directors may, as part of capital management planning, authorise new issuances of ordinary shares in an amount that is not material in relation to the Company's capital. The directors nonetheless consider it appropriate to maintain the flexibility that this authority provides to finance business opportunities that may arise.

This authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

No shares are held in treasury as at the date of this document.

Resolution 19. 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 of the Company or, if earlier, at the close of business on 30 June 2026, save that, in each case, 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.

For the purpose of this resolution:

'Regulatory Capital Convertible Instruments' means any securities to be issued by the Company or any of its subsidiary undertakings (the 'Group') or by a company outside of the Group with the consent of the Company or a member of the Group and which are intended on issue to form all or part of a type or class of securities, the terms of which are eligible to meet any Regulatory Capital Requirements and which are:

• (a) convertible into or exchangeable for ordinary shares of the Company; or
• (b) issued together with share warrants relating to ordinary shares of the Company,

and in each case, which grant to, or require, the holder of such security and/or its nominee a right or obligation (as applicable) to subscribe for such ordinary shares following a specified event relating to an actual or prospective adverse change in the capital position or viability of the Company, any member of the Group or the Group as a whole or any other event specified in the Regulatory Capital Requirements as defined below and otherwise on such terms as may be determined by the directors of the Company or a committee thereof upon issue; and

'Regulatory Capital Requirements' means any applicable requirements specified by the Prudential Regulation Authority or other such authority having primary supervisory authority with respect to the Company from time to time in relation to the margin of solvency, capital resources, capital, contingent capital or buffer capital of the Company, a member of the Group or the Group taken as a whole.

This resolution renews the directors' authority to allot shares up to an aggregate nominal amount of £1,250,000,000 in connection with the issue of Regulatory Capital Convertible Instruments. This authority is separate and distinct from the general authority in Resolution 18, which is sought in accordance with the Investment Association's Share Capital Management Guidelines.

Resolutions 19 and 22 provide the directors with the authority to issue Regulatory Capital Convertible Instruments which contain contractual debt to equity conversion features. These resolutions are not intended to provide authority for any bail-in or conversion of capital or senior debt obligations pursuant to the Banking Act 2009, as amended, or otherwise. The authority sought in this resolution will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Group.

Subject to the passing of this Resolution 19 and Resolution 22, the directors would not expect to make use of Resolutions 18, 20 and 21 to issue Regulatory Capital Convertible Instruments, although Resolutions 18, 20 and 21 may be used for other purposes and, if so used, would have the effect of diluting the interests of ordinary shareholders. Regulatory Capital Convertible Instruments include additional tier 1 ('AT1') instruments which convert into ordinary shares of the Company should the Company's common equity tier 1 ratio fall below a contractually defined trigger point.

The amount of this authority is, in aggregate, equivalent to approximately 20.63 per cent. of the issued ordinary share capital of the Company, as at the close of business on 18 March 2025, being the latest practicable date before the publication of this notice of AGM.

AGM arrangements

This authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026. The Company intends to seek to renew authority for the issuance of such Regulatory Capital Convertible Instruments on an annual basis.

Resolution 20. Limited disapplication of pre-emption rights That, subject to the passing of Resolution 18, 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 conferred by Resolution 18 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

• (a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 18 by way of a rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates and to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, in each case, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal or practical problems arising under the laws of any overseas territory or jurisdiction or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and
• (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this Resolution 20) to any person or persons up to an aggregate nominal value of £302,960,719,

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2026, save 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.

If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings (known as pre-emption rights).

Resolution 20 will permit the directors to allot, pursuant to the authority sought in Resolution 18, equity securities for cash and to sell treasury shares:

• (a) on an offer to existing shareholders subject to any adjustments as the directors see fit, such as for fractional entitlements and overseas shareholders; or
• (b) up to a maximum nominal value of £302,960,719, representing approximately 5% of the ordinary issued share capital of the Company as at 18 March 2025 (being the latest practicable date prior to the publication of this document), without first offering them to existing shareholders.

This authority is within the limits set by the Pre-Emption Group's Statement of Principles published in November 2022 (the 'Pre-Emption Principles') and is in line with that sought by the Company in previous years. The Board also confirms that it intends to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

As set out in the explanatory notes to Resolution 18, there are no present plans to undertake a rights issue or to allot new shares. However, the Board considers the authority in Resolution 20 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

The authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

Resolution 21. 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 18 and in addition to any authority granted under Resolution 20, 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 18 and by way of a sale of treasury shares 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 £302,960,719; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within twelve 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 annual general meeting,

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2026, save 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.

In addition to the authority to disapply pre-emption rights set out in Resolution 20 above, Resolution 21 would give the directors authority to allot, pursuant to the authority sought in Resolution 18, equity securities for cash and to sell treasury shares up to a maximum nominal value of £302,960,719, representing approximately an additional 5% of the ordinary issued share capital of the Company as at 18 March 2025 (being the latest practicable date prior to the publication of this document), without first offering them to existing shareholders. This authority could only be used for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Principles described in Resolution 20.

This authority is also within the limits set by the Pre-Emption Principles and is in line with that sought by the Company in previous years. The Board confirms that it intends to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

As set out in the explanatory notes to Resolution 18, there are no present plans to undertake a rights issue or to allot new shares. However, the Board considers the authority in Resolution 21 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions described in more detail in the explanatory notes to Resolution 20.

The authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

Resolution 22. Limited disapplication of pre-emption rights in relation to the issue of Regulatory Capital Convertible Instruments

That, subject to the passing of Resolution 19, 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 19, 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,

Notice of Annual General Meeting and explanatory notes continued

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2026, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the authority given by this resolution has expired and the directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Resolution 22 empowers the directors to allot equity securities in accordance with Resolution 19 up to an aggregate nominal amount of £1,250,000,000 relating to the issue of Regulatory Capital Convertible Instruments wholly for cash or otherwise as if the statutory preemption provisions in favour of existing shareholders contained in the Companies Act 2006 did not apply to any such allotment. This is equivalent to approximately 20.63 per cent. of the issued ordinary share capital of the Company as at the close of business on 18 March 2025, being the latest practicable date before the publication of this notice of AGM.

The authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

This resolution is separate and distinct from the general disapplication of pre-emption rights authorities contained in Resolutions 20 and 21.

For the purposes of this resolution, Regulatory Capital Convertible Instruments has the same meaning as in Resolution 19.

Resolution 23. 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(4) 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 6,059,214,381;
• (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 independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchase by the Company pursuant to the authority conferred by this Resolution 23 will be carried out;
• (d) this authority shall expire at the conclusion of the next annual general meeting of the Company, if earlier, or at the close of business on 30 June 2026, 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 23 renews the authority of the Company to purchase its own ordinary shares in the market. This authority is limited to 6,059,214,381 ordinary shares, equivalent to 10 per cent. of the issued ordinary share capital of the Company as at the close of business on 18 March 2025, being the latest practicable date before the publication of this notice of AGM.

The directors would exercise such authority to buy back shares only if they believe that to do so would be in the best interests of shareholders taken as a whole and in the case of a buyback of ordinary shares would result in an increase in earnings per ordinary share.

Any ordinary shares purchased in this way may be cancelled or held in treasury for eventual sale for cash, transfer in connection with an employees' share plan or cancellation.

In line with the Company's approach to previous share buyback programmes, it is the Company's current intention to cancel any shares that are repurchased using this authority, but if the directors used this authority, they would, at that time, determine whether it would be in the best interests of shareholders as a whole for the shares purchased to be cancelled or held in treasury.

If any shares were used in connection with an employee share plan, the Company would take them into account when calculating the share issuing limits in the share plans, to the extent required under the Principles of Remuneration issued by The Investment Association in October 2024.

As at the close of business on 18 March 2025, there were outstanding options and awards over 990,062,277 ordinary shares, which represented 1.63 per cent. of the Company's issued ordinary share capital as at that date.

If the Company were to purchase and cancel ordinary shares up to the maximum amount permitted by this resolution, then these options and awards would represent 1.82 per cent. of the Company's issued ordinary share capital as at that date as the Company would have fewer ordinary shares in issue.

If the Company were to purchase and cancel ordinary shares up to the maximum amount permitted under the remaining existing authority granted at the last AGM and under Resolution 23, then these options and awards would represent 2.05 per cent. of the Company's issued ordinary share capital as at that date as the Company would have fewer ordinary shares in issue.

The authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

During 2024, the Company bought back 3,686,477,708 ordinary shares for an aggregate consideration of c.£2.0 billion. All ordinary shares purchased have been cancelled.

Resolution 24. 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(4) of the Companies Act 2006) of the following issuances of securities:

• (a) £252,510,147 9.25 per cent. non-cumulative irredeemable preference shares;
• (b) £43,630,285 9.75 per cent. non-cumulative irredeemable preference shares;
• (c) US\$48,990,000 6.413 per cent. non-cumulative fixed to floating rate preference shares; and
• (d) US\$37,627,000 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, exclusive of any expenses and any accrued dividends to the relevant settlement date, which may be paid for each Preference Share is 105 per cent. of the following:
  • (A) in respect of any Preference Share denominated in U.S. dollars, the Bloomberg FIT Composite bid price shown on the relevant Bloomberg page ALLQ for the relevant Preference Share (or any replacement page which displays that price) at or around 11.00am UK time on the London business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share;
  • (B) in respect of any Preference Share denominated in pounds sterling, the London Stock Exchange bid price shown on the relevant Bloomberg page ALLQ for the relevant Preference Share (or any replacement page which displays that price) at or around 11.00am UK time on the London business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share; or

statements Forward-looking

• (C) in respect of any Preference Share, where the relevant bid price is not available as described in (A) or (B) above, the highest independent bid price shown on the relevant Bloomberg page ALLQ for the relevant Preference Share (or any replacement page which displays that price) at or around 11.00am UK time on the London business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share;
• (iv) this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2026, 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 such expiry, and may make a purchase of the Preference Shares under that contract.

For the purposes of determining compliance with the conditions in paragraphs (ii) and (iii), the nominal value of the share or the relevant price (as applicable) shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the nominal value or of the relevant price (as applicable) and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 11.00am UK time on the London business day before the day on which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such share.

Resolution 24 renews the authority of the Company to purchase certain of its own preference shares (as specified in the resolution wording) in the market.

There is no limit on the number or value of preference shares that can be purchased. Having authority to buy back any or all of the issued preference shares would provide the Company with flexibility in maintaining a prudent approach to the management of the Group's capital position taking into account other opportunities including, but not limited to, the ability to replace the preference shares with other forms of securities. The directors intend to keep under review the potential to buyback any or all of the issued preference shares.

The authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026.

Resolution 25. 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 of the Company unless such authority is renewed at a general meeting of the Company before then.

The minimum notice period required for all general meetings of listed companies is 21 days. Companies may reduce this period to 14 days (other than for annual general meetings) provided that:

• (a) the Company offers a facility for shareholders to vote by electronic means – this requirement is met if the Company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website; and
• (b) there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

This resolution therefore seeks shareholder approval for a minimum notice period for general meetings (other than annual general meetings) of 14 clear days.

It is the Company's intention only to use this authority in circumstances when it would disadvantage the Company to delay shareholder approval for an urgent matter concerning, for instance, the issue or alteration of share capital. It is not intended to use this authority for routine Company business.

This approval will be valid until the conclusion of the next AGM of the Company, when it is intended that the approval be renewed.

By order of the Board

Kate Cheetham Company Secretary

19 March 2025

Registered office: The Mound Edinburgh EH1 1YZ Registered in Scotland, No. SC095000

Voting and ancillary guidance ahead of the Annual General Meeting

Issued capital and voting rights

As at the close of business on 18 March 2025 (being the latest practicable date prior to the publication of this document) the total number of ordinary shares of 10 pence each, including shares represented by American Depositary Receipts, issued by Lloyds Banking Group plc was 60,592,143,813. At that date, no shares were held in treasury.

Each ordinary share of 10 pence carries one vote, therefore the total number of voting rights is 60,592,143,813.

Eligibility to attend, speak and vote at the AGM

To be entitled to attend, speak and vote at the AGM, a shareholder's details must be entered into the register of members by 5.30pm on Tuesday, 13 May 2025, or, if the AGM is adjourned, by 5.30pm on the day falling two days prior to the date fixed for the adjourned meeting.

Only shareholders, duly appointed proxies or corporate representatives are entitled to attend, speak and vote at the meeting.

Voting in advance of the AGM

Online: Register your instruction at www.sharevote.co.uk → using the Voting ID, Task ID and Shareholder reference number noted on your proxy/voting form.

By post: Register your instruction by completing the proxy card section of the proxy/voting form and return it to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

If you use the enclosed envelope, the postage cost will be borne by the Company. There should be no additional local postal charges payable by you, whether you post it from the UK or overseas.

CREST: CREST participants can provide instructions using the CREST electronic proxy appointment service through Equiniti Limited (ID RA19) following the procedures described in the CREST manual available at www.euroclear.com →.

Proxymity: If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io →. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Appointing a proxy, or registering a vote in advance, will not prevent you from attending or voting at the meeting in person.

Deadline for instructions in advance of the AGM: Voting instructions, together with any supporting authority (e.g. a certified copy of a power of attorney) must be received by Equiniti or lodged with Proxymity no later than 11.00am on Tuesday, 13 May 2025 or, if the AGM is adjourned, not less than 48 hours (excluding non-working days) before the adjourned meeting to be considered valid.

For instructions submitted in CREST, the time of receipt by Equiniti will be deemed to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry of Euroclear in the manner prescribed by Euroclear. Equiniti may treat as invalid a CREST instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Proxies and corporate representatives

Appointing a proxy: A member entitled to attend and vote at the AGM can appoint one or more people to attend, speak and vote at the meeting on your behalf (your proxy). To appoint a proxy, please add the name of the person in the relevant box provided on the proxy/ voting form or as displayed on screen if you are appointing a proxy through an online service. A proxy need not be a shareholder of the Company, but must attend the meeting to represent you.

Appointing more than one proxy: A shareholder may appoint more than one proxy in relation to the AGM provided that the share or shares for which each proxy is appointed are different (such that two proxies are not appointed over the same share) and clearly identified. If you wish to appoint more than one proxy, you can obtain additional proxy/voting forms by contacting Equiniti using the telephone number set out on page 2 of this document. You should indicate the number of shares for which each proxy is entitled to vote next to their name for such proxy to be considered valid.

Deadline to revoke a proxy: Proxy appointments may be revoked or amended by written notice to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. To be valid, such instructions must be received by 10.00am on Thursday, 15 May 2025.

CREST participants may also give instructions to revoke or amend proxy appointments by CREST message up until 11.00am on Tuesday, 13 May 2025, after which time any revocation or amendment should be notified in writing to Equiniti and received by 10.00am on Thursday, 15 May 2025 at the address set out in the previous paragraph.

Revocations or amendments to votes cast via the Proxymity platform after 11.00am on Tuesday, 13 May 2025 should be notified in writing to Equiniti and received by 10.00am on Thursday, 15 May 2025 at the address set out above.

Corporate representatives: Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers over the same shares. Corporate representatives will have to produce evidence of their proper appointment when attending the physical AGM.

Discretionary vote where an instruction is not provided: If you do not indicate how you wish to vote, your appointed proxies or corporate representatives will vote as they see fit.

Withholding your vote: This option is provided in the proxy/voting form to enable you to instruct your proxy not to vote on any of the specified resolutions. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

Joint shareholders: The signature of any one holder will suffice when completing the proxy/voting form. If multiple instructions are received, the instructions of the most senior joint holder will be accepted in priority to other instructions. Seniority will be determined by the order in which the names stand in the register of members for the joint holding.

Indirect investors: The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146(2) of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Right to include a resolution at the AGM

Under Sections 338 and 338A of the Companies Act 2006, members who satisfy the threshold requirements in those sections have the right to require the Company:

• (a) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or
• (b) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business at the meeting.

A resolution may properly be moved or a matter may properly be included in the business at the meeting unless:

• (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
• (b) it is defamatory of any person; or
• (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 2 April 2025, being the date six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Right to publish a statement about the auditor

Under Section 527 of the Companies Act 2006, members who satisfy the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

• (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the financial year ended 31 December 2024; or
• (b) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which an annual report and accounts were laid.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006.

Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Information available on website

A copy of the notice of the 2025 AGM and other information required by Section 311A of the Companies Act 2006 can be found at https:// www.lloydsbankinggroup.com/investors/shareholder-information/ shareholder-meetings.html → .

Directors standing for election or re-election

Annual General Meeting arrangements

Attending the meeting

Shareholders attending the AGM are asked to bring the attendance card with them if they elected in advance to receive a hard copy of this AGM notice. This can be located adjacent to the proxy/voting form and can be detached. This helps to speed up registration on arrival and reduces the length of time that shareholders may have to spend queuing.

Should it become necessary or appropriate, we will notify shareholders of any updates to our AGM arrangements as early as possible on the Shareholder information page of our website, www. lloydsbankinggroup.com/investors/shareholder-information/ shareholder-meetings →.

Entrance

Doors will open at 09.30am. All attendees will be asked to register at a registration desk on arrival and must present a valid form of photo identification such as a valid passport or driving licence. Shareholders will not be permitted to re-enter once they have left the venue.

Venue accessibility

The Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE is fully accessible for people with disabilities including wheelchair access and induction loop fitting. A sign language interpreter will be provided during the AGM.

Questions at the AGM

Shareholders, their appointed proxies and authorised corporate representatives have the right to ask questions at the AGM relating to the business of the meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

• (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• (b) the answer has already been given on a website in the form of an answer to a question; or
• (c) it is undesirable in the interests of the Company or good order of the meeting that the question be answered.

If you attend the AGM and wish to ask a question relating to the business of the AGM, you will have the opportunity to register your question in advance by approaching the question registration desk at the AGM.

If your question is not a matter for the AGM it may be referred to an appropriate team to respond.

Shareholders or their proxies or corporate representatives raising questions at the AGM are asked to be concise to ensure others who wish to ask a question are able to do so.

Restrictions on communications to the Company or Equiniti

You may not use any electronic address provided either in this notice of AGM or any related documents to communicate with the Company for any purpose other than those expressly stated. Any electronic communication sent by a shareholder to the Company or Equiniti that is found to contain a computer virus or other form of malware will not be accepted.

Documents available for inspection

Copies of the executive directors' service contracts and the nonexecutive directors' letters of appointment are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the head office of the Company at 33 Old Broad Street, London, EC2N 1HZ and at the Company's registered office at The Mound, Edinburgh, EH1 1YZ. Those documents, together with the Company's annual report and accounts for the year ended 31 December 2024, will also be available for inspection at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE, the venue of the AGM, from 09.30am on Thursday, 15 May 2025 until the end of the AGM. The full terms of the proposed amendments to the rules of the Lloyds Banking Group plc Long Term Incentive Plan, Lloyds Banking Group plc Deferred Bonus Plan, Lloyds Banking Group plc Long-Term Share Plan and the Lloyds Banking Group plc Executive Group Ownership Share Plan 2016 will be available at the venue of the AGM, from 09.30am on Thursday, 15 May 2025 until the

end of the AGM and on the National Storage Mechanism from the date on which this notice is sent.

Live webcast

The AGM will be available to watch remotely via a live webcast. Please check the Shareholder meetings page of the Lloyds Banking Group website for further details www.lloydsbankinggroup.com/investors/ shareholder-information/shareholder-meetings →. Note that the live webcast is for information purposes only and will not have facilities for shareholders to ask questions or vote online. Please refer to page 3 for information on how to ask questions in advance of the AGM, and to page 10 for information on how to vote in advance of the AGM.

Shareholders attending the AGM in person may appear on the live webcast stream and by attending will be deemed to have consented to being recorded by audio and video. If shareholders ask a question during the meeting, they will be deemed to have consented to their name being mentioned.

Security

The safety of our shareholders and employees is always our main priority and, for safety reasons, security checks will be carried out on entry to the AGM venue. This includes personal scanners, x-ray scanners and manual searches of bags and such other security measures that we may consider appropriate on the day. You are asked to limit your belongings to one small bag and personal essentials only. Please note that you will be asked to leave all other items in the cloakroom.

We reserve the right to prohibit, reject and/or remove (amongst other things) any items that we consider pose a safety or security hazard or which may disrupt the good order of the AGM. Attendees in possession of such items may be denied entry to the AGM.

Behaviour or conduct that may interfere with another person's safety or security or the good order of the AGM will not be permitted and may result in you being removed from the meeting. In particular, we reserve the right to remove signs or leaflets which, in our sole discretion, are disruptive, obscene, may be offensive to others or obstruct the view of shareholders and to remove those in possession of such materials.

No photographic or recording equipment is permitted. Mobile telephones and other communication devices must be switched off for the duration of the AGM. Any directions provided on the day concerning the use of such equipment or devices must be adhered to. If you do not comply with those directions, you may be removed from the AGM.

Cloakroom facilities

Cloakroom facilities will be available near the registration desk. Attendees are encouraged to leave coats and bags in the cloakroom.

Voting

Voting on Resolutions 1 to 25 at the AGM will be by poll using electronic voting handsets. The Chair will open electronic voting on the resolutions at the start of shareholder questions and voting will remain open throughout the questions session.

When the questions session has concluded, the Chair will close electronic voting.

Additional information

Any additional information relating to the arrangements of the 2025 AGM will be updated on the Shareholder meetings page of the Lloyds Banking Group website https://www.lloydsbankinggroup.com/ investors/shareholder-information/shareholder-meetings.html →.

Forward-looking statements

This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and section 27A of the US Securities Act of 1933, as amended, with respect to the business, strategy, plans and/or results of Lloyds Banking Group plc together with its subsidiaries (the Group) and its current goals and expectations. Statements that are not historical or current facts, including statements about the Group's or its directors' and/or management's beliefs and expectations, are forwardlooking statements. Words such as, without limitation, 'believes', 'achieves', 'anticipates', 'estimates', 'expects', 'targets', 'should', 'intends', 'aims', 'projects', 'plans', 'potential', 'will', 'would','could', 'considered', 'likely', 'may', 'seek', 'estimate', 'probability', 'goal', 'objective','deliver','endeavour', 'prospects', 'optimistic' and similar expressions or variations on these expressions are intended to identify forward-looking statements. These statements concern or may affect future matters, including but not limited to: projections or expectations of the Group's future financial position, including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, riskweighted assets (RWAs), expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the Group's future financial performance; the level and extent of future impairments and write-downs; the Group's ESG targets and/or commitments; statements of plans, objectives or goals of the Group or its management and other statements that are not historical fact and statements of assumptions underlying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future. Factors that could cause actual business, strategy, targets, plans and/or results (including but not limited to the payment of dividends) to differ materially from forward-looking statements include, but are not limited to: general economic and business conditions in the UK and internationally (including in relation to tariffs); acts of hostility or terrorism and responses to those acts, or other such events; geopolitical unpredictability; the war between Russia and Ukraine; the conflicts in the Middle East; the tensions between China and Taiwan; political instability including as a result of any UK general election; market related risks, trends and developments; changes in client and consumer behaviour and demand; exposure to counterparty risk; the ability to access sufficient sources of capital, liquidity and funding when required; changes to the Group's credit ratings; fluctuations in interest rates, inflation, exchange rates, stock markets and currencies; volatility in credit markets; volatility in the price of the Group's securities; natural pandemic and other disasters; risks concerning borrower and counterparty credit quality; risks affecting insurance business and defined benefit pension schemes; changes in laws, regulations, practices and accounting standards or taxation; changes to regulatory capital or liquidity requirements and similar contingencies; the policies and actions of governmental or regulatory authorities or courts together with any resulting impact on the future structure of the Group; risks associated with the Group's compliance with a wide range of laws and regulations; assessment related to resolution planning requirements; risks related to regulatory actions which may be taken in the event of a bank or Group failure; exposure to legal, regulatory or competition proceedings, investigations or complaints; failure to comply with antimoney laundering, counter terrorist financing, anti-bribery and sanctions regulations; failure to prevent or detect any illegal or improper activities; operational risks including risks as a result of the failure of third party suppliers; conduct risk; technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased threat of cyber and other attacks; technological failure; inadequate or failed internal or external processes or systems; risks relating to ESG matters, such as climate change (and achieving climate change ambitions) and decarbonisation, including the Group's ability along with the government and other stakeholders to measure, manage and mitigate the impacts of climate change effectively, and human rights issues; the impact of competitive conditions; failure to attract, retain and develop high calibre talent; the ability to achieve strategic objectives; the ability to derive cost savings and other benefits including, but without limitation, as a result of any acquisitions, disposals and other strategic transactions; inability to capture accurately the expected value from acquisitions; assumptions and estimates that form the basis of the Group's financial statements; and potential changes in dividend policy. A number of these influences and factors are beyond the Group's control. Please refer to the latest Annual Report on Form 20-F filed by Lloyds Banking Group plc with the US Securities and Exchange Commission (the SEC), which is available on the SEC's website at www. sec.gov →, for a discussion of certain factors and risks. Lloyds Banking Group plc may also make or disclose written and/or oral forward-looking statements in other written materials and in oral statements made by the directors, officers or employees of Lloyds Banking Group plc to third parties, including financial analysts. Except as required by any applicable law or regulation, the forward-looking statements contained in this document are made as of today's date, and the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document whether as a result of new information, future events or otherwise. The information, statements and opinions contained in this document do not constitute a public offer under any applicable law or an offer to sell any securities or financial instruments or any advice or recommendation with respect to such securities or financial instruments.

Head office 33 Old Broad Street, London, EC2N 1HZ +44 (0)20 7626 1500 www.lloydsbankinggroup.com

Registered office The Mound, Edinburgh EH1 1YZ Registered in Scotland No. SC095000