Notice of AGM 2013
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THIS DOCUMENT C M IS IMPORTANT AND Y K REQUIRES YOUR PMS 356 IMMEDIATE PMS ??? JOB LOCATION: ATTENTION PRINERGY 3 DISCLAIMER Approver If you have any doubt about the action you should The accuracy and the content of this file is the responsibility of take, it is recommended that you consult your the Approver. Please authorise approval only if you stockbroker, solicitor, accountant or other professional wish to proceed to print. Communisis PMS cannot accept adviser authorised under the Financial Services and liability for errors once the file has been Markets Act 2000. printed. Printer This colour bar is produced manually all If you have sold or transferred all your ordinary shares end users must check final separations to in Lloyds Banking Group plc, please give this and verify colours before printing. the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent 28 March 2013 through whom the sale or transfer was made. Dear Shareholder Annual general meeting Shareholder communications I am pleased to invite you to the annual general I would like to thank our shareholders for the meeting (the “AGM”) of Lloyds Banking Group huge support you have shown for paperless plc (the “Company”) which will be held at the communications, allowing us significantly to reduce Edinburgh International Conference Centre, the amount of paper used in producing our end of The Exchange, Edinburgh EH3 8EE on Thursday year and AGM communications. 16 May 2013 at 11.00 am. In conjunction with Equiniti, you can manage The notice of AGM is set out on pages 3 to 12 of your shareholding securely online, including how this document. to receive Company communications. Further A copy of our annual report and accounts (or the information is set out on the front of the enclosed annual review) for the year ended 31 December form. 2012 is enclosed together with a proxy or voting form to enable you to exercise your voting rights. Directors The AGM is an opportunity for shareholders to Biographical details of each director seeking express their views directly with the Board and election or re-election are included in the notice I hope you will take this opportunity to do so. of AGM. If you cannot attend, I strongly encourage you Further information, including remuneration, is set to exercise your right to vote by appointing out in the annual report and accounts and annual a proxy to vote at the AGM on your behalf. review for the year ended 31 December 2012. To appoint a proxy, please complete the enclosed form and send it to our registrar, Recommendation Equiniti Limited (“Equiniti”), in the envelope Your directors consider that all of the provided. Alternatively, you can appoint a proxy resolutions in the notice of AGM are in online at www.sharevote.co.uk. Instructions are the best interests of the Company and provided on the reverse of the enclosed form. its shareholders as a whole and we recommend that you vote in Proxy appointments must be received by our favour of them. registrar no later than 11.00 am on Tuesday 14 May 2013. Yours faithfully Members of the Lloyds Banking Group Shareholder Account (“LBGSA”) will also find an annual statement of their shareholding enclosed. Sir Winfried Bischoff Chairman Lloyds Banking Group plc is registered in Scotland no. 95000. Registered office: The Mound Edinburgh EH1 1YZ LBG-DM29912-NOM0010.indd 1 15/03/2013 09:48 FREQUENTLY ASKED What is a proxy and who can be one? Notice OF annual GENERAL MEETING QUESTIONS A proxy is someone appointed by you to attend The annual general meeting of Lloyds Banking Group plc (the “Company”) will be held at the the meeting on your behalf and to carry out your voting Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday 16 May 2013 instructions. This can be a person of your choosing or at 11.00 am to transact the business set out in the resolutions below. the Chairman of the meeting. A proxy does not need Resolutions 1. to 16. (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more to be a shareholder in the Company but must attend than half of the votes cast must be in favour of the resolution. the meeting if your votes are to be cast. Resolutions 17. to 20. (inclusive) are proposed as special resolutions. For each of these to be passed, I have shares in the LBGSA; the voting form does not at least three-quarters of the votes cast must be in favour of the resolution. provide an option to appoint a proxy, why is this? The Board recommends that you vote in favour of all resolutions. In accordance with the terms and conditions of the LBGSA, only Halifax Share Dealing Limited can carry Resolution 1. Report and accounts Can I receive a paper copy of the annual report? out your instructions in relation to these shares. Yes. Please contact our registrar, Equiniti. To receive the Company’s accounts and the reports Where is the Edinburgh International Conference of the directors and of the auditors for the year Is it possible to receive a large print, audio or Braille Centre? ended 31 December 2012. version of the annual report or AGM communications? There is a map on the reverse of the attendance card Yes. Please contact Equiniti for assistance. together with some useful travel information. Resolution 2. Directors’ remuneration report To approve the directors’ remuneration report for How do I contact Equiniti? the year ended 31 December 2012. By post The day of the AGM Equiniti Limited The following times are indicative only and may change: Resolution 3. To elect Lord Blackwell as a director Aspect House of the Company. Spencer Road 9.30 am Lancing Doors open for shareholder registration Resolution 4. To elect Ms C J Fairbairn as a director West Sussex Refreshments available of the Company. BN99 6DA Questions can be pre-registered By telephone Shareholder and Customer enquiry desks open Resolution 5. To elect Mr N L Luff as a director of the Company. From UK: 0871 384 2990 Outside UK: +44 121 415 7066 From 10.30 am Resolution 6. To re-elect Sir Winfried Bischoff as a Textphone: 0871 384 2255 Shareholders invited to take seats in auditorium Lines are open 8.30 am to 5.30 pm Monday to Friday director of the Company. Please have the enclosed proxy or voting form to 11.00 am Resolution 7. To re-elect Mr M G Culmer as a hand as you may be asked to quote your account Chairman opens the meeting director of the Company. number. Webcast opens What is the cost of phoning Equiniti? Resolution 8. To re-elect Ms A M Frew as a director of the Company. Calls cost 8p per minute plus network extras. 11.05 am Presentation by the Group Chief Executive Calls to +44 121 415 7066 from outside the UK are Resolution 9. To re-elect Mr A Horta-Osório as a charged at applicable international rates. director of the Company. 11.30 am How do I return the proxy or voting form? Shareholders invited to ask questions Resolution 10. To re-elect Mr D L Roberts as a Please use the enclosed envelope. director of the Company. Do I have to pay postage? 1.00 pm Resolution 11. To re-elect Mr A Watson as a director Postage is already paid if mailed in mainland UK. Shareholders invited to vote on resolutions Preliminary results of each resolution are displayed of the Company. Do I have to pay postage if I am overseas? after vote taken Resolution 12. To re-elect Ms S V Weller as a The enclosed envelope can be used if you are mailing director of the Company. your proxy or voting form from within mainland UK. 1.30 pm If you mail these documents from overseas, you must Chairman closes the meeting pay the appropriate local postage costs. Resolution 13. Re-appointment of the auditors Refreshments available To re-appoint PricewaterhouseCoopers LLP as Can I lodge my proxy and voting instructions online? auditors of the Company, to hold office until the Yes. Please see the reverse side of the proxy or 2.30 pm conclusion of the next general meeting at which voting form for details on how to do this. Venue closes and shareholders invited to depart accounts are laid before the Company. 2 LBG-DM29912-NOM0010.indd 2 15/03/2013 09:48 What is a proxy and who can be one? Notice OF annual GENERAL MEETING A proxy is someone appointed by you to attend The annual general meeting of Lloyds Banking Group plc (the “Company”) will be held at the the meeting on your behalf and to carry out your voting Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday 16 May 2013 instructions. This can be a person of your choosing or at 11.00 am to transact the business set out in the resolutions below. the Chairman of the meeting. A proxy does not need Resolutions 1. to 16. (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more to be a shareholder in the Company but must attend than half of the votes cast must be in favour of the resolution. the meeting if your votes are to be cast. Resolutions 17. to 20. (inclusive) are proposed as special resolutions. For each of these to be passed, I have shares in the LBGSA; the voting form does not at least three-quarters of the votes cast must be in favour of the resolution.