TSB Banking Group plc — Proxy Solicitation & Information Statement 2015

Mar 13, 2015

Proxy for the 2015 Annual General Meeting of TSB Banking Group plc

Local banking for Britain

TSB

For use by members of TSB Banking Group plc (Company)

Voting ID

Task ID

Shareholder Reference Number

You may submit your proxy electronically at www.sharevote.co.uk using the above numbers.

We appoint the Chairman of the meeting or the following person:

(See note 3(a) on the back of this card) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at the offices of CMS at Cannon Place, 78 Cannon Street, London EC4N 6HL on Wednesday, 22 April 2015 at 10.30am and at any adjournment thereof. This form of proxy relates to the Resolutions listed below and any other business transacted at the meeting or any adjournment. I/We wish my/our proxy to vote on the Resolutions proposed at the meeting as instructed on this form. The proxy will vote, or abstain from voting, at his or her discretion on any Resolution listed below if no instruction is given regarding that Resolution and on any other business transacted at the meeting or any adjournment.

Please tick here if this proxy appointment is one of multiple proxy appointments being made
For the appointment of more than one proxy, please refer to note 3(b) on the back of this card.

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

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

Ordinary Resolutions	For	Against	Vote withheld
1. Receive the report and accounts	☐	☐	☐
2. Approval of the Directors' Remuneration Policy	☐	☐	☐
3. Approval of the Annual Report on Remuneration	☐	☐	☐
4. Re-election of Will Samuel as a Director of the Company	☐	☐	☐
5. Re-election of Paul Pester as a Director of the Company	☐	☐	☐
6. Re-election of Darren Pope as a Director of the Company	☐	☐	☐
7. Re-election of Norval Bryson as a Director of the Company	☐	☐	☐
8. Election of Mark Fisher as a Director of the Company	☐	☐	☐
9. Election of Philip Augar as a Director of the Company	☐	☐	☐
10. Election of Prof Dame Sandra Dawson as a Director of the Company	☐	☐	☐
Ordinary Resolutions	For	Against	Vote withheld
---	---	---	---
11. Election of Alexandra Kinney Pritchard as a Director of the Company	☐	☐	☐
12. Election of Stuart Sinclair as a Director of the Company	☐	☐	☐
13. Election of Polly Williams as a Director of the Company	☐	☐	☐
14. Re-appointment of External Auditors	☐	☐	☐
15. Authority to set the remuneration of the External Auditors	☐	☐	☐
16. Authority to make political donations	☐	☐	☐
17. Directors' authority to allot shares	☐	☐	☐
Special Resolutions	☐	☐	☐
18. Directors' authority to dis-apply pre-emption rights	☐	☐	☐
19. Authority for the Company to purchase its own shares	☐	☐	☐
20. Notice period for general meetings	☐	☐	☐

Signature

Date

Attendance card for the 2015 Annual General Meeting

Attention to attend the meeting

Meeting Arrangements

Please bring this card with you if you come to the TSB Banking Group plc 2015 Annual General Meeting which will be held at the offices of CMS at Cannon Place, 78 Cannon Street, London EC4N 6HL on Wednesday, 22 April 2015 at 10.30am. Doors to the meeting will open at 10.00am. Admittance will not be allowed before this time. If you are attending the meeting and would like to ask a question which relates to the business of the meeting you may register this in advance. You can send advance notice of your question to companysecretary@tsb.co.uk. If you have a disability or impairment, please let us know so that we can try to make suitable arrangements at the meeting.

Shareholder Reference Number

If you wish to attend the TSB Banking Group plc 2015 Annual General Meeting on Wednesday, 22 April 2015 at 10.30am, please return this card by post in the freepost envelope provided. If you are posting the card from outside the UK please send it to: Equinit, Aspect House, Spencer Road, Lancing BN99 6DA (you cannot use the envelope provided if you are posting from outside the UK).

You may, if you wish, complete and return the attached proxy form in case you find you are unable to attend this meeting. If you do attend and vote at the meeting your voting instructions on the attached proxy form will be superseded.

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Location map:
CMS London Office
Cannon Place, 78 Cannon Street, London EC4N 6HL

These notes relate to the methods of appointing proxies for the Annual General Meeting to be held on Wednesday, 22 April 2015.

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

2. CREST members should please refer to the notice of meeting for instructions regarding CREST electronic proxy appointment services.

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

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

(b) To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti, on 0871 384 2825*. Please indicate the number of shares in relation to which the proxy is authorised to act next to their name. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together in the same freepost envelope enclosed with this form.

(c) The form of proxy and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti, by 10.30am on Monday, 20 April 2015. If the form is posted in the United Kingdom, there is no postage to pay. Please use the enclosed envelope. If the form is posted outside the United Kingdom, you should return it in an envelope to the following address: Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA. You will need to pay postage.

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

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

(f) The address to which this form has been sent is that appearing in the register of members. The form of proxy and attendance card are not transferable.

1. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast), shareholders' names must be entered in the register of members at 6.00pm on Monday, 20 April 2015 (or, if the Annual General Meeting is adjourned, at 6.00pm on the day, two days (excluding non-working days) prior to the adjourned meeting).

2. Full details of the Resolutions to be proposed at the meeting, with explanatory notes, are set out in the Notice of Annual General Meeting.

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