Notice of Annual General Meeting 2008

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in HBOS plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

We are holding the Annual General Meeting (‘AGM’) of HBOS plc (‘HBOS’ or the ‘Company’) on Tuesday 29 April 2008 at the SECC, Glasgow, G3 8YW at 11.30am.

The Resolutions are set out below in bold text along with explanatory notes in plain text.

The Directors unanimously recommend all shareholders vote in favour of all the Resolutions, as the Directors intend to do in respect of their own shares. The Directors consider that the Resolutions are in the best interests of the Company and shareholders as a whole.

The following Resolutions (other than Resolutions 15 to 18) will be proposed as Ordinary Resolutions. For these Ordinary Resolutions to be passed more than 50% of the votes must be cast in favour.

Annual Report and Accounts

1. To receive the accounts and reports of the Directors and the Auditors for the year ended 31 December 2007.

Explanatory note: The Directors must present the accounts, Directors’ report and Auditors’ report for the previous year to shareholders at the AGM. The Summary Financial Statement is combined with this Notice. If you have requested the full Annual Report and Accounts it will follow separately. Any shareholder who wants to see the full Annual Report and Accounts may access it on our website (www.hbosplc.com) or request a copy from our Registrar.

Declaration of Dividend

2. To declare a final dividend of 32.3 pence per HBOS Ordinary Share for the year ended 31 December 2007 and to pay it on 12 May 2008 to holders of HBOS Ordinary Shares on the Register on 14 March 2008 in respect of each HBOS Ordinary Share.

Explanatory note: Shareholders must approve the final dividend, which cannot be more than the amount the Directors have recommended. If the Resolution is passed, the proposed final dividend will be paid as set out above, unless you have elected to participate in the Dividend Reinvestment Plan.

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