TSB Banking Group plc — AGM Information 2015

Apr 22, 2015

Company Number: 08871766

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF TSB BANKING GROUP PLC (the 'Company')

PASSED ON 22 April 2015

At the Annual General Meeting of the Company held on 22 April 2015 at the offices of CMS at Cannon Place, 78 Cannon Street, London, EC4N 6HL, the following resolutions were passed. Resolution 17 was passed as an ordinary resolution and resolutions 18, 19 and 20 were passed as special resolutions.

ORDINARY RESOLUTION

Resolution 17 – Authority to allot Ordinary Shares

THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act) to exercise all the powers of the Company to allot Ordinary Shares of £0.01 each (Ordinary Shares) in the Company and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company:

(a) up to an aggregate nominal amount of £1,666,666 (being 166,666,666 Ordinary Shares); and
(b) up to a further aggregate nominal amount of £1,666,666 (being 166,666,666 Ordinary Shares) provided that (i) they are equity securities (within the meaning of section 560(1) of the Act) 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, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory 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,

provided that this authority shall expire at the end of the next AGM of the Company or, if earlier, on 30 June 2016, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require Ordinary Shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot Ordinary Shares and grant rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot Ordinary Shares and grant rights be and are hereby revoked.

SPECIAL RESOLUTIONS

Resolution 18 – Authority to dis-apply pre-emption rights

THAT the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 (Act) to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 17 above or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 17 above by way of rights issue only) in

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Company Number: 08871766

favour of the holders of Ordinary Shares of £0.01 each (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, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory 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 (otherwise than pursuant to sub-paragraph (a) of this Resolution 18) to any person or persons of equity securities up to an aggregate nominal amount of £250,000 (being 25,000,000 Ordinary Shares),

and shall expire upon the expiry of the general authority conferred by Resolution 17 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 19 – Authority to purchase own shares

THAT the Company be generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 (Act) to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares of £0.01 each (Ordinary Shares) in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum number of Ordinary Shares which may be purchased is 49,950,000;
(b) the minimum price, exclusive of any expenses, which may be paid for each Ordinary Share is £0.01; and
(c) the maximum price, exclusive of any expenses, which may be paid for each Ordinary Share is an amount equal to the higher of:

i. 105% of the average closing price of an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days prior to the day on which such share is contracted to be purchased; and
ii. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 19 will be carried out, as stipulated by Article 5(1) of the EU Buy-back and Stabilisation Regulation (No. 2273/2003),

such authority to expire on the date of the next AGM of the Company or on 30 June 2016, whichever is the earlier, but, in each case, save that the Company may, before such expiry, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

Resolution 20 – Notice of general meetings held on not less than 14 clear days notice

THAT a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.