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Lloyds Banking Group PLC Proxy Solicitation & Information Statement 2014
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Proxy Solicitation & Information Statement
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Lloyds Banking Group plc annual general meeting 2014 Attendance card
Where: Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE
When: Thursday 15 May 2014 at 11.00 am
LLOYDS BANKING GROUP
Lloyds Banking Group plc annual general meeting 2014 Proxy card
For use by members
LLOYDS BANKING GROUP
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If you wish to attend the annual general meeting in person, please bring this attendance card with you. Further information, including a map, is on the reverse of this card.
The meeting will be broadcast live via webcast from 11.00 am on Thursday 15 May 2014 at www.lloydsbankinggroupagm.com
IMPORTANT - Shareholder information
We urge you to exercise your right to vote
If you are unable to attend the meeting in person, you may wish to vote in advance or appoint a proxy. Your opinion is important no matter how large or small your shareholding. Whether you agree or disagree with the resolutions proposed, the Directors welcome your views. Further details on how you can submit your vote in advance of the meeting or appoint a proxy can be found on the reverse of the attached proxy card.
Checking your shareholding
Shareholders can ensure that their details are up to date by registering for a FREE Shareview portfolio, a secure service offered by Equiniti Limited. See www.shareview.co.uk for details.
Checking your dividend payment instructions
Shareholders can use Shareview to check and/or amend their dividend payment instructions.
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Unique Reference Number
Shareholders may be asked to quote their 11 digit Account number or Unique Shareholder Reference Number in any communication. This can be found on the bottom right of the attached proxy card or on your share certificate(s).
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If you wish to attend the annual general meeting in person, please bring this attendance card with you. Further information, including a map, is on the reverse of this card.
The meeting will be broadcast live via webcast from 11.00 am on Thursday 15 May 2014 at www.lloydsbankinggroupagm.com
Please indicate your voting instructions by marking the 'For', 'Against' or 'Vote withheld' boxes in black ink like this: To be valid, your instructions must be received no later than 11.00 am on Tuesday 13 May 2014. Please review the explanatory notes overleaf before completing this card.
| Resolutions | For | Against | Vote withheld | Resolutions (continued) | For | Against | Vote withheld |
|---|---|---|---|---|---|---|---|
| 1. Receive the report and accounts for the year ended 31 December 2013 | ☐ | ☐ | ☐ | 16. Directors' authority to allot shares | ☐ | ☐ | ☐ |
| 2. Election of Mr J Colombás | ☐ | ☐ | ☐ | 17. Directors' authority to allot Regulatory Capital Convertible Instruments | ☐ | ☐ | ☐ |
| 3. Election of Mr D D J John | ☐ | ☐ | ☐ | 18. Authority to introduce a Scrip Dividend Programme | ☐ | ☐ | ☐ |
| 4. Re-election of Lord Blackwell | ☐ | ☐ | ☐ | 19. Approval of the Directors' Remuneration Policy | ☐ | ☐ | ☐ |
| 5. Re-election of Mr M G Culmer | ☐ | ☐ | ☐ | 20. Approval of the Directors' Remuneration Implementation Report | ☐ | ☐ | ☐ |
| 6. Re-election of Ms C J Fairbairn | ☐ | ☐ | ☐ | 21. Approval of the Directors' Remuneration Policy - variable component for Code Staff | ☐ | ☐ | ☐ |
| 7. Re-election of Ms A M Frew | ☐ | ☐ | ☐ | 22. Amendments to the articles of association | ☐ | ☐ | ☐ |
| 8. Re-election of Mr A Horta-Osório | ☐ | ☐ | ☐ | ||||
| 9. Re-election of Mr N L Luff | ☐ | ☐ | ☐ | 23. Limited disapplication of pre-emption rights (ordinary shares) | ☐ | ☐ | ☐ |
| 10. Re-election of Mr D L Roberts | ☐ | ☐ | ☐ | 24. Limited disapplication of pre-emption rights (Regulatory Capital Convertible Instruments) | ☐ | ☐ | ☐ |
| 11. Re-election of Mr A Watson | ☐ | ☐ | ☐ | 25. Authority to purchase own ordinary shares | ☐ | ☐ | ☐ |
| 12. Re-election of Ms S V Weller | ☐ | ☐ | ☐ | 26. Authority to purchase own preference shares | ☐ | ☐ | ☐ |
| 13. Re-appointment of the auditors | ☐ | ☐ | ☐ | 27. Notice period for general meetings | ☐ | ☐ | ☐ |
| 14. Authority to set the remuneration of the auditors | ☐ | ☐ | ☐ | 28. Approval of the Related Party and Class 1 Transaction | ☐ | ☐ | ☐ |
| 15. Authority to make political donations or to incur political expenditure | ☐ | ☐ | ☐ |
I/We appoint the Chairman of the meeting or the following person as my/our proxy to attend, speak and vote on my/our behalf at the annual general meeting to be held on Thursday 15 May 2014 at the Edinburgh International Conference Centre at 11.00 am and at any adjournment.
I/We direct my/our proxy to vote on the resolutions proposed at the meeting as directed above. If no instruction is given, the proxy can use his/her discretion when voting, including in relation to any other business which arises at the meeting or any adjournment.
Please tick here if this proxy appointment is one of multiple proxy appointments being made: ☐
Signature: ____ Date: ______
Voting ID
Tack ID
Account number
0004-203-s
Proxy card explanatory notes
To be entitled to attend, speak and vote at the annual general meeting (AGM), your details must be entered into the register of members by 6.00 pm on Tuesday 13 May 2014.
Resolutions
The full text of the resolutions to be proposed, along with their explanatory notes, are set out in the notice of AGM which can be viewed online at www.lloydsbankinggroup.com
| Vote online | Vote by post | Vote by CREST |
|---|---|---|
| You can appoint a proxy and give voting instructions online at www.sharevote.co.uk using the Voting ID, Task ID and Account number shown on the reverse of this form. | Complete the proxy card and return it in the pre-paid envelope. | |
| Any supporting authority, e.g. power of attorney, should also be submitted. | CREST members should refer to the notice of AGM for instructions regarding the CREST electronic proxy appointment service. |
THE DEADLINE FOR VOTING IN ADVANCE OF THE AGM IS 11.00 am ON TUESDAY 13 MAY 2014
Appointing a proxy
You can appoint one or more people to attend, speak and vote at the meeting on your behalf (your proxy). Please add the name of the person(s) in the box provided overleaf. Appointing a proxy, or registering a vote in advance, will not prevent you from attending and voting at the meeting in person. Your proxy does not need to be a shareholder.
Multiple proxies
To appoint more than one proxy, additional proxy cards can be obtained from Equiniti on 0871 384 2990 or +44 121 415 7066 from outside the UK*. Please indicate next to the name of each proxy the number of shares on which they are entitled to act.
Corporate shareholders
The proxy card must be executed under seal, or in a manner having the same effect, and be signed by an officer of the company or the person duly authorised in writing. Please state that person's capacity e.g. director or secretary.
Joint shareholders completing the proxy card
The signature of any one holder will suffice. If multiple instructions are received, the instructions of the senior joint holder will be accepted in priority to other instructions. Seniority will be determined by the order in which the names appear in the register of members for the holding.
Discretionary vote where an instruction is not provided
If you do not indicate how you wish to vote, your appointed proxy, or Chairman of the meeting, will vote as they see fit.
Withholding your vote
This option is provided to enable you to instruct your proxy not to vote on any particular resolution. 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.
Lloyds Banking Group plc shareholder information
Company information - www.lloydsbankinggroup.com
- Contains information about the business, Directors, communications and financial performance.
- Includes information about shareholder meetings.
Shareholder information - www.shareview.co.uk
- View your shareholding, its value and update your personal details.
- Register to receive electronic communications and submit proxy votes.
Equiniti Limited - Registrar
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
0871 384 2990* from within the UK, +44 121 415 7066 from outside the UK
*Lines are open 8.30 am to 5.30 pm, Monday to Friday. Calls cost 8p per minute plus network extras.
Calls to +44 121 415 7066 from outside the UK are charged at applicable international rates.
Annual general meeting venue and directions
The Edinburgh International Conference Centre (EICC) is in the centre of Edinburgh and easily accessible by car or public transport. The main entrance is on Morrison Street, served by a convenient drop-off point for cars, coaches and taxis.
By air: Edinburgh International Airport is six miles from the EICC.
By car: There are four car parks, all within two to five minutes walking distance from the EICC.
By train: Waverley is the main station with direct services across the country and locally. Haymarket is the closest railway station for the EICC, but not all trains stop there.
Annual general meeting arrangements and facilities
Venue accessibility
The EICC is fully accessible for people with disabilities, including wheelchair access and induction loop fitting. A sign language interpreter will be provided during the meeting.
Entrance
Doors will open at 9.30 am and all attendees will be asked to register at the Shareholder Registration desks on arrival.
Security
Attendees may be subjected to bag searches and should leave large bags in the cloakroom provided.
No photographic or recording equipment is permitted. Attendees will be asked to ensure that mobile telephones and other communication devices are switched off.
Question registration
A question registration desk will be available for those shareholders who wish to ask a question about the proposed resolutions. Shareholders may register their question in advance by email at [email protected]
Refreshments
Tea, coffee and biscuits will be served both before and after the meeting.
Meeting duration and question handling
We expect the meeting to last for up to three hours. Shareholders will hear from the Chairman and Group Chief Executive and will be provided with an opportunity to ask questions prior to voting on the proposed resolutions.
Shareholders are asked to be concise to ensure others who wish to ask a question are able to do so.
Voting
Voting at the AGM will be by poll using electronic voting handsets. This is a fair and democratic way to ensure that votes validly lodged by shareholders, regardless of whether they are able to attend the meeting, are included within the voting results.
Webcast
As the meeting is available via live webcast, shareholders attending the AGM may be broadcast and will be deemed to have consented to this.
COM003-2014