Following the annual general meeting held today, Lloyds Banking Group plc (the "Company") announces that all resolutions put to shareholders at the meeting were passed by the requisite majorities. Resolutions 1 to 16 (inclusive) and 18 to 23 (inclusive) were passed as ordinary resolutions. Resolutions 24 to 29 (inclusive) were passed as special resolutions. As detailed in our announcement dated 31 March 2020, Resolution 17, the resolution seeking approval of a final dividend, was withdrawn. A poll was held on each of the resolutions proposed. The results of the polls are as follows:
Resolution |
Votes For |
% of Votes Cast |
Votes Against |
% of Votes Cast |
Total Votes Validly Cast |
Total Votes Cast as a % of the Ordinary Shares in Issue |
Votes Withheld |
||
1. |
Receive the report and accounts for the year ended 31 December 2019 |
46,385,399,885 |
99.78 |
100,797,171 |
0.22 |
46,486,197,056 |
65.97% |
148,066,914 |
|
2. |
Election of Mr W L D Chalmers |
46,257,064,694 |
99.27 |
339,538,471 |
0.73 |
46,596,603,165 |
66.13% |
37,426,569 |
|
3. |
Election of Ms S C Legg |
46,534,778,026 |
99.87 |
62,060,317 |
0.13 |
46,596,838,343 |
66.13% |
37,132,987 |
|
4. |
Election of Ms C M Woods |
46,532,773,900 |
99.86 |
63,491,048 |
0.14 |
46,596,264,948 |
66.13% |
37,754,036 |
|
5. |
Re-election of Lord Blackwell |
45,950,487,679 |
98.61 |
647,815,823 |
1.39 |
46,598,303,502 |
66.13% |
36,052,161 |
|
6. |
Re-election of Mr J Colombás |
46,474,173,136 |
99.77 |
106,374,839 |
0.23 |
46,580,547,975 |
66.10% |
47,925,158 |
|
7. |
Re-election of Mr A P Dickinson |
45,955,680,656 |
98.62 |
640,845,241 |
1.38 |
46,596,525,897 |
66.13% |
37,532,982 |
|
8. |
Re-election of Mr S P Henry |
46,045,987,873 |
98.90 |
512,261,649 |
1.10 |
46,558,249,522 |
66.07% |
75,785,632 |
|
9. |
Re-election of Mr A Horta-Osório |
46,475,394,370 |
99.73 |
125,448,042 |
0.27 |
46,600,842,412 |
66.13% |
33,434,942 |
|
10. |
Re-election of Lord Lupton |
46,519,240,494 |
99.83 |
78,059,697 |
0.17 |
46,597,300,191 |
66.13% |
36,733,734 |
|
11. |
Re-election of Ms A F Mackenzie |
46,352,382,064 |
99.47 |
244,634,832 |
0.53 |
46,597,016,896 |
66.13% |
36,964,425 |
|
12. |
Re-election of Mr N E T Prettejohn |
46,101,565,279 |
98.94 |
494,841,403 |
1.06 |
46,596,406,682 |
66.13% |
37,551,359 |
|
13. |
Re-election of Mr S W Sinclair |
45,840,943,328 |
98.38 |
755,624,877 |
1.62 |
46,596,568,205 |
66.13% |
37,333,097 |
|
14. |
Re-election of Ms S V Weller |
46,173,945,676 |
99.09 |
423,669,897 |
0.91 |
46,597,615,573 |
66.13% |
36,298,155 |
|
15. |
Approval of the Directors' remuneration policy section of the Directors' remuneration report |
29,212,979,494 |
63.82 |
16,562,445,285 |
36.18 |
45,775,424,779 |
64.96% |
858,667,359 |
|
16. |
Approval of the annual report on remuneration section of the Directors' remuneration report |
44,123,583,254 |
94.97 |
2,338,508,167 |
5.03 |
46,462,091,421 |
65.94% |
171,918,698 |
|
17. |
Approval of a final ordinary dividend of 2.25 pence per ordinary share |
resolution withdrawn |
|||||||
18. |
Re-appointment of the auditor |
44,439,359,832 |
95.36 |
2,164,220,509 |
4.64 |
46,603,580,341 |
66.14% |
30,461,144 |
|
19. |
Authority to set the remuneration of the auditor |
45,623,161,774 |
97.92 |
969,398,832 |
2.08 |
46,592,560,606 |
66.12% |
41,340,125 |
|
20. |
Approval of the Lloyds Banking Group Long Term Share Plan 2020 rules |
29,477,483,305 |
63.69 |
16,806,809,888 |
36.31 |
46,284,293,193 |
65.68% |
349,836,227 |
|
21. |
Authority to make political donations or to incur political expenditure |
45,039,421,206 |
96.70 |
1,537,450,055 |
3.30 |
46,576,871,261 |
66.10% |
57,288,535 |
|
22. |
Directors' authority to allot shares |
44,135,552,845 |
94.70 |
2,470,770,682 |
5.30 |
46,606,323,527 |
66.14% |
27,729,694 |
|
23. |
Directors' authority to allot shares in relation to the issue of Regulatory Capital Convertible Instruments |
45,896,314,991 |
98.54 |
678,679,114 |
1.46 |
46,574,994,105 |
66.10% |
58,938,280 |
|
24. |
Limited disapplication of pre-emption rights (ordinary shares) |
45,809,090,501 |
98.31 |
789,449,619 |
1.69 |
46,598,540,120 |
66.13% |
35,182,279 |
|
25. |
Limited disapplication of pre-emption rights in the event of financing an acquisition or other capital investment |
45,334,815,844 |
97.29 |
1,262,670,928 |
2.71 |
46,597,486,772 |
66.13% |
36,266,642 |
|
26. |
Limited disapplication of pre-emption rights in relation to the issue of Regulatory Capital Convertible Instruments |
45,405,339,628 |
97.45 |
1,190,312,519 |
2.55 |
46,595,652,147 |
66.13% |
37,710,116 |
|
27. |
Authority to purchase own ordinary shares |
45,900,075,158 |
98.51 |
696,287,155 |
1.49 |
46,596,362,313 |
66.13% |
37,697,400 |
|
28. |
Authority to purchase own preference shares |
46,291,008,556 |
99.35 |
303,684,816 |
0.65 |
46,594,693,372 |
66.12% |
39,260,045 |
|
29. |
Notice period for general meetings |
44,124,261,322 |
94.66 |
2,487,836,025 |
5.34 |
46,612,097,347 |
66.15% |
21,511,013 |
|
Notes
For all resolutions, as at 6.30 pm on 19 May 2020 (the time at which shareholders who wanted to attend, speak and vote at the meeting were required to have their details entered in the register of members), there were 70,465,376,199 ordinary shares in issue.
Ordinary shareholders are entitled to one vote per share. Votes withheld are not votes and, therefore, have not been counted in the calculation of the proportion of votes for and against a resolution.
In accordance with the Listing Rule 9.6.2, copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
As previously announced, as a result of the COVID-19 pandemic and the measures put in place by the UK and Scottish Governments to reduce the transmission of COVID-19, the annual general meeting was held as a closed meeting at the Company's registered office located at The Mound, Edinburgh, EH1 1YZ, with only the minimum number of shareholders present as required to form a quorum under the Company's articles of association, who were all employees of Lloyds Banking Group. All valid proxy votes and voting instructions (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.
Resolutions 15 and 20
Over the past 9 months, we have consulted extensively on our new remuneration policy which is designed to reflect better the Group's purpose, the evolving societal views on remuneration and desired outcomes for all stakeholders including a significant reduction in maximum compensation levels. We gained considerable positive feedback and support during the consultation from a range of shareholders, both large and small, and we appreciate their ongoing engagement and support. The Board recognises that developing a new remuneration approach that meets the needs of all shareholders is difficult, but felt the introduction of this new policy, which includes a significant reduction and harmonisation in pension contributions, would ensure greater alignment with shareholders.
The Board welcomes the broad shareholder support for the new Remuneration Policy (Resolution 15) and Long Term Share Plan (Resolution 20) which were approved with a majority of close to 64%, but notes there were a significant number of votes opposing the resolutions. The Board appreciates that restricted share schemes remain a relatively new concept and that practice continues to evolve. We are also aware from our extensive pre AGM consultation that a number of investors have expressed reservations about different aspects of the plan, including the desire for still further simplification. In the light of today's votes we will continue to consult with shareholders and other stakeholders and will consider the full range of feedback as we implement our new remuneration policy.