LLOYDS BANKING GROUP

Helping Britain Prosper

Lloyds Banking Group plc
Notice of Annual General Meeting 2026

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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/shareholder-information/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. You can appoint a proxy and give voting instructions online at www.shareview.co.uk →. You will need to log in to your Shareview Portfolio using your username and password. To register for a free Shareview Portfolio, go to www.shareview.co.uk → and follow the instructions. We encourage shareholders to exercise this right.

How do I return the proxy or voting instruction card?

If you have received a hard copy proxy card 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. For shares held via the Lloyds Banking Group Shareholder Account ('LBGSA'), voting instructions are made online. Please refer to your voting instruction card for further information.

I have shares in the LBGSA. There is no option to appoint a proxy on my voting instruction card, why is this?

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

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 depending 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). For deaf and speech impaired shareholders, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information.

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

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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

I am pleased to set out the arrangements for the 2026 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 14 May 2026 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 2025 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 card enabling you to exercise your voting rights.

We have made strong progress on our strategy and demonstrated sustained strength in financial performance in 2025. 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 once again 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. For those shareholders that are not able to attend in person, the AGM will be available to watch remotely via live webcast. Please see page 14 for further information.

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 [email protected] with the subject line 'AGM 2026'. We encourage shareholders to send any questions by 5.00pm on Thursday 7 May 2026 and we will endeavour to respond, either personally or by way of publishing responses to key question themes on our website, in advance of the proxy voting deadline of 11.00am on Tuesday 12 May 2026. 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 at www.shareview.co.uk → or by submitting your proxy card by post. Please follow the instructions as set out online or on your proxy card. Proxy appointments must be received by Equiniti no later than 11.00am on Tuesday 12 May 2026 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 2.43 pence per ordinary share for approval at the AGM, resulting in a total dividend for 2025 of 3.65 pence per ordinary share which is up 15% 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 £1.75 billion (the 'Buyback Programme'), which is expected to be completed by 31 December 2026. This represents the return of capital over and above the Board's view of the current level of capital 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. As announced as part of the Group's 2025 results in January this year, going forward, given the Board's continued confidence in capital generation, the Group will now review excess capital distributions in addition to the ordinary dividend every half year.

Your Board of Directors

Chris Vogelzang was appointed to the Board as a non-executive director and as a member of the Responsible Business Committee, effective from 16 June 2025. Chris is therefore standing for election for the first time. As announced, Chris will be appointed as a member of the Board Risk Committee, effective from 1 April 2026. Scott Wheway retired from the Board and as Chair of Scottish Widows Group on 31 October 2025. 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 CBE
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 14 May 2026 at 11.00am, to conduct the business set out in the resolutions below.

Resolutions 1 to 20 (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 21 to 26 (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 I. Report and Accounts

That the Company's accounts and reports of the directors and of the auditor for the year ended 31 December 2025 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 2025 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 re-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 Chris Vogelzang be 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, Chris Vogelzang is standing for election for the first time, having been appointed to the Board, effective from 16 June 2025.

In accordance with the provisions of the UK Corporate Governance Code 2024 (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 can be found on pages 12 and 13 of this document. In the Board's view, this summary illustrates why each director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolution 12. Directors' Remuneration Policy

That the Directors' Remuneration Policy, in the form set out on pages 124 to 133 of the annual report and accounts for the year ended 31 December 2025, be approved.

In accordance with the Companies Act 2006, the resolution to approve the Directors' Remuneration Policy is a binding vote. This means that the Company must act according to the voting result. If the resolution is not approved, the Directors' Remuneration Policy previously approved at the Company's 2023 annual general meeting would continue to apply and the Company would be required to resubmit a Directors' Remuneration Policy to shareholders for approval at the 2027 annual general meeting of the Company at the latest. The Directors' Remuneration Policy presented for approval at this AGM is compliant with relevant regulation.

Resolution 13. Directors' remuneration report

That the directors' remuneration report, in the form set out on pages 98 to 123 of the annual report and accounts for the year ended 31 December 2025, be approved.

The Company is required to ask shareholders to approve the directors' remuneration report in the form set out on pages 98 to 123 of the annual report and accounts for the year ended 31 December 2025.

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 2025.

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.

Resolution 14. Dividend

That a final dividend of 2.43 pence per ordinary share in respect of the financial year ended 31 December 2025, payable on 19 May 2026 to ordinary shareholders whose names appear in the register of members at the close of business on 10 April 2026, be declared.

Shareholders are being asked to approve a final dividend of 2.43 pence per ordinary share in respect of the financial year ended 31 December 2025.

An interim dividend for 2025 of 1.22 pence per ordinary share was paid on 9 September 2025, making a total dividend of 3.65 pence per ordinary share in respect of the financial year ended 31 December 2025. If the final dividend is approved by shareholders, it will be paid on 19 May 2026 to all ordinary shareholders whose names appear in the register of members at the close of business on 10 April 2026.

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 27 April 2026. Shareholders can find further information about the DRIP on the Company's website at www.lloydsbankinggroup.com/investors/shareholder-information/dividends -v.

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.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

Resolution 15. 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 15 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 88 to 91 of the annual report and accounts for the year ended 31 December 2025.

Resolution 16. Auditor's remuneration

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

Resolution 16 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 17. Renewal of the Lloyds Banking Group North America Employee Stock Purchase Plan 2016 Rules

To approve the renewal of the rules governing the Lloyds Banking Group North America Employee Stock Purchase Plan 2016 (the "Plan"), originally introduced in 2016, to ensure its continued operation beyond the current approval period.

Background and Purpose

The Plan was introduced in 2016 to enhance engagement and provide a competitive, tax-efficient reward package for US-based colleagues, addressing a gap in the Group's reward offering for employees who are not eligible for the UK HMRC tax advantaged Sharesave plan. The Plan is designed as a US Employee Stock Purchase Plan ('ESPP') qualifying under Section 423 of the Internal Revenue Code, which allows for favourable tax treatment for participants.

The Plan's design is aligned with market practice in the US, while also reflecting the Group's desire to encourage ownership and engagement.

Key Features of the Plan

The ESPP is a US tax-qualified employee stock purchase plan under which eligible employees are offered the opportunity to acquire shares in the Company. Under the ESPP, participants elect to save a proportion of their regular salary in exchange for the grant of an option. At the end of the savings period, the participants are able to exercise the option using their accumulated savings and acquire shares at a discount. It is intended that shares purchased under the ESPP will be provided in the form of American Depository Receipts ('ADRs').

The US tax rules governing employee stock purchase plans require the Company to state in the plan rules the aggregate number of shares that will be available for purchase by the employees. The total number of shares that will be made available under the ESPP will not exceed 3,000,000 ADRs (each ADR representing 4 ordinary shares of 10 pence each).

Eligibility

The Remuneration Committee (the 'Committee') may adopt such eligibility requirements for each operation of the ESPP as it determines provided that such eligibility requirements are in compliance with the US tax rules and are applied equally to all employees.

Savings period

Under the ESPP, participants agree to save for a period up to 6 months. For each operation of the ESPP, the Committee will determine the maximum amount an employee can elect to save under the ESPP (currently US$800 per month). This amount will not exceed the annual employee purchase limit under the US tax rules for employee stock purchase plans (currently US$25,000). At the end of the savings period, the options are exercised automatically, and the shares are purchased with the amount saved by participants, or the participant can elect to have the amount saved returned to them.

Option price

ESPP rules allow participants to purchase shares either at 85% of the fair market value of shares at the start or at the end of the savings period (or the lower of the two prices). The Plan will operate on the basis that shares will be acquired by participants at 85% of the fair market value at the start of the savings period.

Leaving employment

In the event a participant leaves employment, any savings held will be repaid and any outstanding option will be cancelled.

Change of control and other corporate events

On a takeover, scheme of arrangement or other corporate event, the Committee may decide that outstanding options are exercised and shares are purchased with the amount saved as at the time of the event. Alternatively, the options may be exchanged for equivalent options over shares in the acquiring company or the amounts saved (including any interest, as applicable) may be returned to participants.

Variation in share capital

Awards and options (including the option price) may be adjusted following a variation in share capital of the Company, a demerger, a special dividend or any other corporate event which might affect the value of an award or option.

Amendments to the rules of the Plan

The Committee may at any time amend the rules of the Plan in any way. However, provisions relating to: eligibility; individual and plan limits; maximum savings limits; the option price; a participant's entitlement to cash or shares under the Plan; the adjustment of awards and options on a variation of capital; and the amendment of the Plan cannot be amended to the advantage of participants without prior approval of the shareholders in general meeting. The Committee is able to make minor amendments to the Plan without shareholder approval to benefit the administration of the Plan, comply with any changes in legislation, and maintain favourable tax treatment, exchange controls or regulatory treatment for the Company, any subsidiary or any participant.

General

Participants will not have any shareholder rights until the shares subject to awards and options have been issued or transferred to the participant. Awards and options are personal to the participant and may not generally be transferred or assigned. Any shares issued under the Plan will rank equally with shares of the same class in issue on the date of allotment. Benefits granted under the Plan are not pensionable. The Plan may be terminated at any time and, in any event, no grants may be made after the tenth anniversary of the Plan's approval by shareholders.

Resolution 18. Authority for the Company and its subsidiaries to make political donations or incur political expenditure

(a) That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006:

(i) to make political donations to political parties, and/or independent election candidates not exceeding £100,000 in total;
(ii) to make political donations to political organisations other than political parties not exceeding £100,000 in total; and
(iii) to incur political expenditure not exceeding £100,000 in total, in each case during the period from the date of the passing of this resolution and ending on the date of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027;

(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.

Notice of Annual General Meeting and explanatory notes continued

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 2027.

Resolution 19. Directors' authority to allot shares

That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

(a) up to an aggregate nominal amount of £1,961,283,642; and
(b) up to a further aggregate nominal amount of £3,922,567,284 (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 2027, 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 £3,922,567,284 which represents approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 11 March 2026, being the latest practicable date prior to the publication of this document.

If the Company wishes to allot more than a nominal amount of £1,961,283,642 (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 2027.

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

Resolution 20. Directors' authority to allot shares in relation to the issue of Regulatory Capital Convertible Instruments

That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into ordinary shares in the Company:

(a) up to an aggregate nominal amount of £1,250,000,000 in relation to the issue of Regulatory Capital Convertible Instruments; and
(b) subject to applicable law and regulation, at such conversion prices (or such maximum or minimum conversion prices or conversion price methodologies) as may be determined by the directors of the Company from time to time,

such authority to apply in addition to all other authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027, 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.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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 19, which is sought in accordance with the Investment Association's Share Capital Management Guidelines.

Resolutions 20 and 23 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 20 and Resolution 23, the directors would not expect to make use of Resolutions 19, 21 and 22 to issue Regulatory Capital Convertible Instruments, although Resolutions 19, 21 and 22 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 I ('ATI') instruments which convert into ordinary shares of the Company should the Company's common equity tier I ratio fall below a contractually defined trigger point.

The amount of this authority is, in aggregate, equivalent to approximately 21.24% of the issued ordinary share capital of the Company, as at the close of business on 11 March 2026, being the latest practicable date before the publication of this notice of AGM.

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 2027. The Company intends to seek to renew authority for the issuance of such Regulatory Capital Convertible Instruments on an annual basis.

Resolution 21. Limited disapplication of pre-emption rights

That, subject to the passing of Resolution 19, the directors be authorised to allot equity securities (as defined in Section 56(1) of the Companies Act 2006) wholly for cash pursuant to the authority conferred by Resolution 19 and by way of a sale of treasury shares as if section 56(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 19 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 21) to any person or persons up to an aggregate nominal value of £294,192,546,

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 2027, 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 21 will permit the directors to allot, pursuant to the authority sought in Resolution 19, equity securities for cash and to sell treasury shares:

(a) by way of 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 £294,192,546, representing approximately 5% of the ordinary issued share capital of the Company as at 11 March 2026 (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 19, 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.

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 2027.

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

That, subject to the passing of Resolution 19 and in addition to any authority granted under Resolution 21, the directors be authorised to allot equity securities (as defined in Section 56(1)) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 19 and by way of a sale of treasury shares as if Section 56(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 £294,192,546; 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,

In addition to the authority to disapply pre-emption rights set out in Resolution 21 above, Resolution 22 would give the directors authority to allot, pursuant to the authority sought in Resolution 19, equity securities for cash and to sell treasury shares up to a maximum nominal value of £294,192,546, representing approximately an additional 5% of the ordinary issued share capital of the Company as at 11 March 2026 (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 21.

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 19, there are no present plans to undertake a rights issue or to allot new shares. However, the Board considers the authority in Resolution 22 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 21.

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 2027.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

Notice of Annual General Meeting and explanatory notes continued

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

That, subject to the passing of Resolution 20, and without prejudice to any existing authority, the directors be empowered to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash:

(a) pursuant to the authority given by Resolution 20, up to an aggregate nominal amount of £1,250,000,000; and
(b) in relation to the issue of such Regulatory Capital Convertible Instruments, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment,

such 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 2027, 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 23 empowers the directors to allot equity securities in accordance with Resolution 20 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 pre-emption provisions in favour of existing shareholders contained in the Companies Act 2006 did not apply to any such allotment. This is equivalent to approximately 21.24% of the issued ordinary share capital of the Company as at the close of business on 11 March 2026, 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 2027.

This resolution is separate and distinct from the general disapplication of pre-emption rights authorities contained in Resolutions 21 and 22.

For the purposes of this resolution, Regulatory Capital Convertible Instruments has the same meaning as in Resolution 20.

Resolution 24. Authority to purchase ordinary shares

That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(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 5,883,850,928;
(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% 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 24 will be carried out;
(d) 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 2027, 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 24 renews the authority of the Company to purchase its own ordinary shares in the market. This authority is limited to 5,883,850,928 ordinary shares, equivalent to 10% of the issued ordinary share capital of the Company as at the close of business on 11 March 2026, 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 11 March 2026, there were outstanding options and awards over 788,528,725 ordinary shares, which represented 1.34% 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 1.49% 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 24, then these options and awards would represent 1.67% 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 2027.

During 2025, the Company bought back 2,204,109,740 ordinary shares for an aggregate consideration of c.£1.7 billion. All ordinary shares purchased have been cancelled.

Resolution 25. Authority to purchase preference shares

That the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of the following issuances of securities:

(a) £252,510,147 9.25% non-cumulative irredeemable preference shares;
(b) £43,630,285 9.75% non-cumulative irredeemable preference shares;
(c) US$48,990,000 6.413% non-cumulative fixed to floating rate preference shares; and
(d) US$37,627,000 6.657% 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% 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

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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

(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 2027, 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 25 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 buy back 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 2027.

Resolution 26. 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

13 March 2026

Registered office:
The Mound
Edinburgh
EH1 1YZ

Registered in Scotland, No. SC095000

Lloyds Banking Group plc Notice of Annual General Meeting 2026

Voting and ancillary guidance ahead of the Annual General Meeting

Issued capital and voting rights

As at the close of business on 11 March 2026 (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 58,838,509,287. 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 58,838,509,287.

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 12 May 2026, 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 instructions in advance of the AGM

Online: By submitting your proxy/voting instruction via www.shareview.co.uk → using your username and password. To register for a free Shareview Portfolio, go to www.shareview.co.uk → and follow the instructions. Your shareholder reference number can be found on your proxy card or voting instruction card.

By post: By completing and returning the enclosed hard copy proxy card (if one has been sent to you), using the pre-paid envelope provided or 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 voting 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 12 May 2026 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 their behalf (your proxy). To appoint a proxy, please follow the instructions online or on your proxy card. 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 cards by contacting Equiniti using the telephone number set out on page 2 of this document or you may photocopy the proxy card if you received one. 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 14 May 2026 or, if the AGM is adjourned, not less than one hour before the adjourned meeting.

Revocations or amendments to voting instructions submitted via CREST or the Proxymity platform after 11.00am on Tuesday 12 May 2026 should be notified in writing to Equiniti and received by 10.00am on Thursday 14 May 2026 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 AGM in person.

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 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 card. 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.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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 1 April 2026, 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 2025; 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 2026 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→.

Lloyds Banking Group plc Notice of Annual General Meeting 2026
11

Directors standing for election or re-election

Appointed: October 2020 (Board), January 2021 (Chair)

Skills, experience and contribution:
- Extensive financial services and investment banking experience
- Strong governance and strategic advisory skills in relation to companies and government
- Regulatory, public policy and stakeholder management experience

Robin was Chair of The Crown Estate for nine years until July 2025. He spent 25 years advising UK companies and the UK Government while working for S.G. Warburg/UBS Investment Bank and was formerly Chief Executive and Chairman of UK Financial Investments (UKFI), managing the Government's investments in UK banks following the 2008 financial crisis. He qualified as a chartered accountant.

Key external appointments:
None

Appointed: August 2021

Skills, experience and contribution:
- Extensive financial services experience including in chief executive and other leadership roles
- Strategic planning and implementation
- Extensive experience of digital transformation

Charlie has over 25 years' experience in the financial services sector. Prior to joining the Group, Charlie held a range of leadership positions at HSBC, including Global Chief Executive, Wealth and Personal Banking, and Group Head of Wealth, Management and Digital,

as well as Global Chief Operating Officer of Retail Banking and Wealth Management. Charlie began his career at Accenture, where he worked for 15 years in the US, France, Switzerland and the UK before being made a Partner. He then moved to McKinsey & Co. as a Senior Partner, leading on projects for five years.

Key external appointments:
None

Appointed: August 2024

Skills, experience and contribution:
- A wealth of financial, risk and regulatory expertise
- Extensive experience in large-scale customer and corporate facing businesses
- Significant executive experience in the financial services industry

Nathan was Chief Executive Officer of Santander UK plc from 2014 until 2022 and then Head of Investment Platforms at Banco Santander S.A. until his retirement from Santander in 2023. Prior to joining Santander in 2014, Nathan was an executive director

and Group Chief Financial Officer of RBS and previously held the post of Chief Risk Officer at RBS. Before joining RBS, Nathan held various senior positions at Santander UK plc between 2004 and 2009, including Executive Director, Finance Director and commercial Chief Executive Officer roles in Financial Markets and Corporate Banking and in Cards and Insurance. He is qualified as a chartered accountant.

Key external appointments:
Non-Executive Director of Centrica plc, and Non-Executive Director and Chair designate of Jupiter Fund Management plc'.

Appointed: August 2019

Skills, experience and contribution:
- Significant board level strategic and financial leadership experience
- Strategic planning and development, mergers and acquisitions, equity and debt capital structuring and risk management

William joined the Board in August 2019, when he was appointed Chief Financial Officer and was Interim Group Chief Executive from May 2021 to August 2021.

William has worked in financial services for over 25 years and previously held a number of senior roles at Morgan Stanley, including Co-Head of the Global Financial Institutions Group and Head of EMEA Financial Institutions Group. Before joining Morgan Stanley, William worked for J. P. Morgan, again in the Financial Institutions Group.

Key external appointments:
None

Appointed: December 2019

Skills, experience and contribution:
- Strong financial leadership and regulatory reporting skills
- Significant audit and risk experience in financial leadership
- Strong transformation programme experience

Sarah has spent her entire executive career in financial services with almost 30 years at HSBC. She was the Group Financial Controller, a Group General Manager and CFO for HSBC's Asia Pacific region. She also spent eight years as a Non-Executive Director of Hang Seng Bank Limited.

Key external appointments:
Non-Executive Director of Severn Trent plc, Non-Executive Director of Man Group plc and a Trustee of the Lloyds Bank Foundation for England and Wales.

Appointed: October 2018

Skills, experience and contribution:
- Extensive experience in ESG matters including responsible business and sustainability
- Strong customer engagement and digital technology experience
- Significant marketing and brand background

Amanda was Chief Executive of Business in the Community, of which King Charles III is the Royal Founding Patron and which promotes responsible business and corporate responsibility.

Prior to that role, she was a member of Aviva's Group Executive for seven years as Chief Marketing and Communications Officer and was seconded to help launch the United Nations Sustainable Development Goals. She is also a former Director of British Airways AirMiles, BT, Hewlett Packard Inc and British Gas.

Key external appointments:
Non-Executive Director of The British Land Company plc, Chair of The Queen's Reading Room and Chair and partner of Otherwise Partners LLP.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

Letter from the Chair
Notice of AGM and explanatory notes
Voting and ancillary guidance ahead of the AGM
Directors standing for election or re-election
AGM arrangements
Forward-looking statements

Appointed: November 2021

Skills, experience and contribution:

Over 25 years’ experience leading digital, AI-driven, complex transformation
Experience of building and running technology-led businesses and creating new ventures
A wealth of international and financial services knowledge having lived in 11 countries and worked across 30 countries on six continents

Harmeen was appointed Chief Digital and Innovation Officer at Equinix in April 2025. Prior to that role, she was Chief Digital and Innovation Officer at BT and spent seven years as Global Chief Information Officer and Head of Cyber Security and Cloud Business at Bharti Airtel, leading its cloud and security businesses. Earlier in her career, Harmeen held CIO positions at BBVA, HSBC and Bank of America Merrill Lynch.

Key external appointments:

Chief Digital and Innovation Officer at Equinix and Non-Executive Director, UK Parliament, Information & Digital Board.

Appointed: November 2022 (Board), September 2023 (Senior Independent Director)

Skills, experience and contribution:

Significant executive and non-executive financial services experience
Knowledge of complex remuneration matters
Communications expertise with a broad range of stakeholders including investors, regulators, government, media and unions

Cathy has significant financial services experience, having worked in senior executive positions at Barclays plc and at the Group. Cathy has previously been a Non-Executive Director and Chair of the Remuneration Committee of Aldermore Group plc, Quilter plc, Spectris plc and Countrywide plc.

Key external appointments:

Non-Executive Director of Rentokil Initial plc and Partner on a part-time basis at Manchester Square Partners LLP.

Appointed: June 2025

Skills, experience and contribution:

Extensive experience in retail and commercial banking
Strong understanding of technology’s role in financial services
Track record of driving transformation within organisation

Chris was Chief Executive Officer of Danske Bank A/S from 2019 until 2021. Prior to that, he held a number of senior positions at ABN AMRO, including Managing Board member with responsibility for Retail and Private Banking, Chief Executive Officer of Retail Banking for The Netherlands and Chief Executive Officer of Global Private Banking.

Key external appointments:

Non-Executive Director of Wolters Kluwer N.V..

Appointed: March 2020

Skills, experience and contribution:

Extensive executive experience of international financial institutions
Deep experience of risk and transformation oversight
Strong focus on culture and corporate governance

Catherine is a former Deputy Chair and Senior Independent Director of AIB Group plc where she also chaired the Board Audit Committee. In her executive career with J.P. Morgan Securities, she was Vice President, European Financial Institutions, Mergers and Acquisitions, and Vice President Equity Research Department, forming the European Banks Team.

Key external appointments:

Deputy Chair of BlackRock Asset Management Ireland Limited.

Key

A Audit Committee member
NG Nomination and Governance Committee member
RR Responsible Business Committee member
SR Board Risk Committee member
Re Remuneration Committee member
C Committee Chair

Chris will be appointed as a member of the Board Risk Committee with effect from 1 April 2026.

Lloyds Banking Group plc Notice of Annual General Meeting 2026
13

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 card 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. Alternatively, if you have received a voting instruction card please bring this with you to aid registration.

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

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

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 non-executive 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 2025, 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 14 May 2026 until the end of the AGM.

The full terms of the Lloyds Banking Group North America Employee Stock Purchase Plan 2016 will be available at the venue of the AGM, from 09.30am on Thursday 14 May 2026 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 as 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 considered 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 26 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 2026 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 →.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

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 forward-looking 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, risk-weighted 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); imposed and threatened tariffs and changes to global trade policies; acts of hostility or terrorism and responses to those acts, or other such events; geopolitical unpredictability; the war between Russia and Ukraine; the escalation of 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 anti-money 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; risks related to new and emerging technologies, including artificial intelligence; 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.

Lloyds Banking Group plc Notice of Annual General Meeting 2026

LLOYDS BANKING GROUP

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
LEI 549300PPXHEU2JF0AM85

NOM027_2026

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Lloyds Banking Group PLC — Proxy Solicitation & Information Statement 2026

4691_agm-r_2026-03-13_65aa7386-a40a-4471-bbbf-1784cc7b279b.pdf

Helping Britain Prosper

Contents

Forward-looking statements

Frequently asked questions

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

What is an AGM?

Why are you holding the AGM in Scotland?

Why should I vote?

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

Can I lodge my proxy or voting instructions online?

How do I return the proxy or voting instruction card?

I have shares in the LBGSA. There is no option to appoint a proxy on my voting instruction card, why is this?

This document is important and requires your immediate attention

Letter from the Chair of Lloyds Banking Group plc

Your Vote

Your Dividend

Your Board of Directors

Recommendation

Notice of Annual General Meeting and explanatory notes

Resolution I. Report and Accounts

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

Resolution 12. Directors' Remuneration Policy

Resolution 13. Directors' remuneration report

Resolution 14. Dividend

Resolution 15. Re-appointment of the auditor

Resolution 16. Auditor's remuneration

Resolution 17. Renewal of the Lloyds Banking Group North America Employee Stock Purchase Plan 2016 Rules

Background and Purpose

Key Features of the Plan

Eligibility

Savings period

Option price

Leaving employment

Change of control and other corporate events

Variation in share capital

Amendments to the rules of the Plan

General

Resolution 18. Authority for the Company and its subsidiaries to make political donations or incur political expenditure

Notice of Annual General Meeting and explanatory notes continued

Resolution 19. Directors' authority to allot shares

Resolution 20. Directors' authority to allot shares in relation to the issue of Regulatory Capital Convertible Instruments

For the purpose of this resolution:

Resolution 21. Limited disapplication of pre-emption rights

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

Notice of Annual General Meeting and explanatory notes continued

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

Resolution 24. Authority to purchase ordinary shares

Resolution 25. Authority to purchase preference shares

Resolution 26. Notice period for general meetings

Voting and ancillary guidance ahead of the Annual General Meeting

Issued capital and voting rights

Eligibility to attend, speak and vote at the AGM

Voting instructions in advance of the AGM

Proxies and corporate representatives

Right to include a resolution at the AGM

Right to publish a statement about the auditor

Information available on website

Directors standing for election or re-election

Appointed: November 2021

Appointed: November 2022 (Board), September 2023 (Senior Independent Director)

Appointed: June 2025

Appointed: March 2020

Key

Annual General Meeting arrangements

Attending the meeting

Entrance

Venue accessibility

Questions at the AGM

Restrictions on communications to the Company or Equiniti

Documents available for inspection

Live webcast

Security

Cloakroom facilities

Voting

Additional information

Forward-looking statements

More from Lloyds Banking Group PLC

Lloyds Banking Group PLC Proxy Solicitation & Information Statement 2026