xx UK Financial Investments Ltd UK FINANCIAL INVESTMENTS LIMITED (UKFI) UKFI STRATEGY: MARKET INVESTMENTS AND ANNUAL REPORT AND ACCOUNTS 2008/09 1 UKFI manages the Government’s investments in the Royal Bank of Scotland and Lloyds Banking Group. The Government currently holds 39,645 million ordinary shares in the Royal Bank of Scotland, equivalent to 70 percent of voting share capital. The value of this investment on 30 June was £15.3 billion. In connection with the Asset Protection Scheme, the Government shareholding is due to increase by up to an additional 51,000 million non-voting B shares. The Government currently holds 11,799 million ordinary shares in the Lloyds Banking Group, equivalent to 43 percent of voting share capital. The value of this investment on 30 June was £8.3 billion. In connection with the Asset Protection Scheme, the Government shareholding is due to increase by an additional 37,143 million non-voting B shares. RBS share price performance HM Treasury ordinary Number Share Price (p) shareholdings in Royal In price Value as at of ordinary In price 80 Bank of Scotland per share 30/06/2009 shares (excluding B shares)1 70 m £m p £m 60 Initial recapitalisation 22,854 14,969 65.5 8,831 50 Preference shares 16,791 5,058 31.75 6,488 40 conversion2 30 50.5 TOTAL 39,645 20,027 (avg) 15,319 20 10 Notes 1 UKFI will manage the B shares on completion of APS. See Box 2.5 for 0 further details on the B shares. November December January February March April May June 2 2008 2008 2009 2009 2009 2009 2009 2009 In price adjusted to include accrued dividends and redemption premiums of around £270 million. Key Initial recapitalisaton Average in price to date (excluding B shares) Pref share conversion Lloyds share price performance HM Treasury ordinary Number Share Price (p) shareholdings in Lloyds In price Value as at of ordinary In price 200 Banking Group per share 30/06/2009 shares (excluding B shares)1 180 m £m p £m 160 140 Initial recapitalisation2 7,277 12,957 182.5 5,089 120 Preference shares 4,521 1,508 38.43 3,162 100 conversion3 80 TOTAL 11,799 14,465 122.6 8,251 60 (avg) 40 Notes 20 1 UKFI will manage the B shares on completion of APS. See Box 2.5 for 0 further details on the B shares. November December January February March April May June 2 Includes Lloyds Banking Group capitalisation issue on 11 May 2009 2008 2008 2009 2009 2009 2009 2009 2009 (177 million shares). Key 3 In price adjusted to include accrued dividends and redemption premiums Initial recapitalisaton Average in price to date (excluding B shares) Pref share conversion of around £230 million. Performance of Investments1 As at 04/02/20092 As at 30/06/20093 £m £m Unrealised Profit/(Loss) on HM Treasury ordinary shareholdings in RBS and Lloyds Banking Group (18,137) (10,923) Notes 1 Excludes B shares, which UKFI will manage on completion of APS. See Box 2.5 for further details on the B shares. 2 04 Feb 2009: Estimated unrealised loss on RBS and Lloyds ordinary shareholdings. HM Treasury impairment on financial investments published in Spring Supplementary Estimates 2008-09. 330 June 2009: UK Financial Investments Strategy for Market Investments and Annual Report and Accounts 2008-09. 2 UK Financial Investments Ltd Contents CONTENTS Acting Chairman’S ForeWord 4 UKFI STRATEGY: MARKET INVESTMENTS 01 UKFI’s Role 6 02 Market Investments Strategy 12 03 Annex 1. Royal Bank of Scotland 30 04 Annex 2. Lloyds Banking Group 36 The UKFI Board 41 The UKFI Team 45 UKFI ANNUAL REPORT AND ACCOUNTS 01 Chief Executive’s Statement 46 02 Directors’ Report 48 03 Directors’ Remuneration Report 53 04 Statement on Internal Control 57 05 Independent Auditor’s Report to the shareholders of UKFI 60 06 UKFI Financial statements 63 AnneX 1: UKFI FrameWork Document 73 Forward-Looking Statements This document, including information included in this document, contains “forward-looking statements” concerning UK Financial Investments Limited, Her Majesty’s Government, Her Majesty’s Treasury, the Bank of England, the Financial Services Authority as well as Lloyds Banking Group plc, The Royal Bank of Scotland Group plc, Northern Rock plc and Bradford & Bingley plc, that are subject to risks and uncertainties. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “plans”, “anticipates” or similar expressions identify forward-looking statements. These forward-looking statements all include matters that are not historical facts and, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond UK Financial Investments Limited’s ability to control or estimate precisely, such as changes in economic or market conditions, changes in regulatory environment and the outcome of litigation and UK Financial Investments Limited cannot give any assurance that such forward-looking statements will prove to have been correct. Nothing contained herein shall be deemed to be a guarantee, forecast, projection or estimate of future financial performance. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. UK Financial Investments Limited undertakes no obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required. 3 ACTING CHAIRMAN’S FOREWORD 4 Back to Contents >> UK Financial Investments Ltd Acting Chairman’s Foreword The United Kingdom’s decisive response to the financial crisis in the autumn of 2008 laid the framework for stabilising the British banking system. The recapitalisation programme and subsequent Asset Protection Scheme provided critical support for our troubled banks at a time of widespread disruption in the global financial system. These programmes were designed to restore our banks to financial health and effective functioning in the UK economy, and fully to return the banks to private sector ownership. UK Financial Investments was created to help achieve these goals. In our first few months of operation, much of ukfi’s activity was devoted to assisting in stabilising the financial system. As that situation has improved, we have turned our attention to our long-term goal of recovering the taxpayer’s investments in our banks. This Annual Report and Market Investments Strategy aims to provide Parliament, the public and other stakeholders with a clear view of how UKFI is approaching its task. It sets out why we believe our mission is achievable, and how we intend to deliver. Our fundamental approach is to operate as an engaged institutional shareholder, operating on an arm’s-length commercial basis. We believe that value will be re-established in the banks themselves, under the leadership of their own management and boards. Our role as shareholder is nevertheless to ensure that the banks have sound long-term strategies, and that they are effectively managed and properly governed. Their task will not be easy. Our investee banks face significant legacy losses and the inevitable effects of the recession. Nevertheless, we believe they now have the capital resources to weather these difficulties and to emerge from the current environment with their strong franchises and profitability intact. Our own task of returning these investments to the private sector is challenging. The amounts involved are very large, and a successful disposal of our holdings will require professionalism and patience. We all have a stake in UKFI’s success. Skilled disposal of these investments will recoup tens of billions of pounds for the taxpayer. At UKFI, we understand the importance of this challenge, and we are completely focused on achieving the objectives outlined in this report. Glen Moreno Acting Chairman 5 Back to Contents >> UKFI strategy: MARKET INVESTMENTS 0401 CUKHIEF Financial EXECUTIVE Investments’’S Statement Role 6 Back to Contents >> UKFI Strategy: Market Investments – UK Financial Investments’ Role Creation and remit of UK Financial Investments UK Financial Investments (UKFI) was created by the Government, as part of its response to the financial crisis, to manage the investments it has taken in UK financial institutions in the interests of maintaining financial stability. At present, UKFI is responsible for Government investments in the Royal Bank of Scotland Group plc (RBS) and Lloyds Banking Group plc (Lloyds) – the company created by the Lloyds TSB Group plc acquisition of HBOS plc. These investments are managed by UKFI’s Market Investments Team, and this document discusses the approach to ownership and our strategy for managing these investments. This year UKFI will also take responsibility for management of the Government’s investment in Northern Rock plc, and Bradford & Bingley plc – together, the Wholly Owned Investments. In discharging these responsibilities, UKFI’s remit is to: • manage these shareholdings commercially to create and protect value for the taxpayer as shareholder, with due regard to financial stability and competition; and • devise and execute a strategy for disposing of the Government’s investments in an orderly and active way over time. These two roles are inextricably linked. Investors’ willingness to buy shares in the banks will depend on their confidence that the banks are being managed to create value for shareholders. A commercial approach to the management of the Government’s stakes in the banks will thus facilitate a return to full private ownership, and protect the taxpayer’s position as investor. As set out in our Framework Document, the ultimate decision to proceed with any disposal transaction will rest with HM Treasury.