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Lloyds Banking Group PLC Proxy Solicitation & Information Statement 2011

Mar 30, 2011

4691_agm-r_2011-03-30_c87ddf8a-f259-4a78-a193-2dbccdca602d.pdf

Proxy Solicitation & Information Statement

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LLOYDS BANKING GROUP

Attendance card for the 2011 annual general meeting

Meeting arrangements

Please bring this card with you if you come to the annual general meeting. The meeting will be held in Hall 5, at the Scottish Exhibition and Conference Centre, Glasgow, G3 8YW (map overleaf) on Wednesday 18 May 2011 at 11.00 am.

Doors will open at 9.30 am and you will be required to register. Tea, coffee and biscuits will be served both before and after the meeting. The duration of the meeting will be determined by, amongst other things, the number of questions asked by shareholders.

If you are attending the meeting and would like to ask a question, which should relate to the business of the meeting, you may register it in advance by email to [email protected].

Security measures will be in place for your safety and comfort, and we appreciate your co-operation. Photographic equipment is not permitted.

Intention to attend the meeting

For those shareholders unable to attend, the annual general meeting will be broadcast live by webcast on 18 May 2011, from 10.55 am at www.lloydsbankinggroupagm.com

If you are submitting your voting instructions electronically using the website www.sharevote.co.uk you can also register your intention to attend the meeting at the same time.

You may wish to complete and return the attached proxy form in case you find you are unable to attend this meeting. If you do vote at the meeting in person this will replace any instruction given on the attached form.

If you wish to attend the annual general meeting on Wednesday 18 May 2011, please tick the box and return this form using the reply paid envelope provided. If the form is posted outside the United Kingdom, you will need to pay the postage. ☐

Accessibility and shareholder assistance

  • The venue is wheelchair accessible.
  • The auditorium will be fitted with an induction loop.
  • There will be a sign language interpreter.
  • Colleagues will be available throughout the day to assist shareholders.

Proxy for the annual general meeting of Lloyds Banking Group plc on 18 May 2011

For use by members of Lloyds Banking Group plc

Voting ID Task ID Account number

You may submit your proxy electronically at www.sharevote.co.uk using the above numbers. Alternatively, please complete and sign this form and return it to our registrar, Equinit Limited, to be received no later than 11.00 am on Monday 16 May 2011, using the reply paid envelope provided. If the form is posted outside the United Kingdom, you will need to pay the postage.

I/We appoint the Chairman of the meeting or the following person

(See note 3(a) on the back of this form) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the annual general meeting of Lloyds Banking Group plc to be held in Hall 5, at the Scottish Exhibition and Conference Centre, Glasgow, G3 8YW on Wednesday 18 May 2011 at 11.00 am and at any adjournment. This form of proxy relates to the resolutions listed below and any other business transacted at the meeting or any adjournment. I/We direct my/our proxy to vote on the resolutions proposed at the meeting as instructed on this form. The proxy will vote, or abstain from voting, at his or her discretion on any resolution listed below if no instruction is given regarding that resolution and on any other business transacted at the meeting or any adjournment.

☐ Please tick here if this proxy appointment is one of multiple proxy appointments being made.

For the appointment of more than one proxy, please refer to note 3(b) on the back of this form.

Please indicate your instructions by marking the 'For', 'Against' or 'Vote withheld' boxes in black ink like this ☑

The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution. A vote withheld is not a vote in law and will not, therefore, be counted in the calculation of the proportion of votes for and against a resolution.

Ordinary Resolutions For Against Vote withheld
1. Receive the report and accounts
2. Approval of the directors' remuneration report
3. Election of Ms A M Frew
4. Election of Mr A Horta-Osório
5. Re-election of Sir Winfried Bischoff
6. Re-election of Sir Julian Horn-Smith
7. Re-election of Lord Leitch
8. Re-election of Mr G R Moreno
9. Re-election of Mr D L Roberts
10. Re-election of Mr T T Ryan, Jr
11. Re-election of Mr M A Scicluna
12. Re-election of Mr G T Tate
13. Re-election of Mr T J W Tookey
Ordinary Resolutions For Against Vote withheld
--- --- --- ---
14. Re-election of Mr A Watson
15. Re-appointment of the auditors
16. Authority to set the remuneration of the auditors
17. Directors' authority to allot shares
18. Approval of the Lloyds Banking Group Deferred Bonus Plan 2008

Special Resolutions

  1. Limited disapplication of pre-emption rights
  2. Authority for the company to purchase its ordinary shares
  3. Authority for the company to purchase its existing preference shares
  4. Notice period for general meeting

Signature

Date

0004-160-S


These notes relate to the methods of appointing proxies for the annual general meeting to be held on Wednesday 18 May 2011.

  1. If you wish to register your proxy appointment electronically through the internet, please use www.sharevote.co.uk where full details of the procedure are given. You will have to enter the Voting ID, Task ID and Account number shown on this form.

  2. CREST members should please refer to the Notice of annual general meeting for instructions regarding the CREST electronic proxy appointment service.

  3. If you wish to register your proxy appointment in paper form, please comply with the following notes:

(a) You may, if you wish, delete the words 'the Chairman of the meeting or' and insert the name of a proxy of your choice in the box, who need not be a member. Please initial that alteration.

(b) To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti Limited, on 0871 384 2990 (from inside the United Kingdom) or +44 121 415 7066 (from outside the United Kingdom) or you may copy this form¹. Please indicate in the box (next to the proxy holder's name) the number of shares in relation to which the proxy is authorised to act. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together in the reply paid envelope provided.

(c) The form of proxy and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti Limited, no later than 11.00 am on Monday 16 May 2011. Please return the form using the reply paid envelope provided. If the form is posted outside the United Kingdom, you will need to pay the postage.

(d) If the member is a corporation, the form of proxy must be executed either under seal or in any other manner having the same effect or under the hand of an officer or the person duly authorised in writing stating their capacity (e.g. director, secretary, duly authorised attorney).

(e) For joint holders, the signature of any one of them will suffice. The instructions of the senior joint holder will be accepted to the exclusion of those of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members for the joint holding.

(f) The address shown overleaf is that appearing in the register of members. The form of proxy and attendance card are not transferable.

  1. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast), shareholders' names must be entered in the register of members at 6.00 pm on Monday 16 May 2011.

  2. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the Notice of annual general meeting.

¹Calls to 0871 numbers are charged at 8p per minute from a BT landline. Charges for calls from mobiles and other networks may vary. Calls to +44 121 415 7066 from outside the United Kingdom are charged at applicable international rates. Lines are open 8.30 am to 5.30 pm Monday to Friday.

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Map and directions to the Scottish Exhibition and Conference Centre (SECC)

The annual general meeting will take place in Hall 5 of the SECC.

The Exhibition Centre train station is approximately 10 minutes walk from the SECC. Directions are clearly sign posted.

Parking at the SECC is provided free to shareholders. Vouchers will be available at the shareholder registration desk.