Notice of Annual General Meeting 2008
Increase in authorised share capital
13. To increase the authorised share capital of the Company from £4,685,000,000, €3,000,000,000, US$5,000,000,000, AUS$1,000,000,000 and CAN$1,000,000,000 to £4,685,000,000, €3,000,000,000, US$5,000,000,000, AUS$1,000,000,000, CAN$1,000,000,000 and YEN100,000,000,000 by the creation of 400,000,000 preference shares of YEN250 each.
Explanatory note: The Company is seeking shareholder approval to introduce a new class of preference share denominated in Yen. As a financial services group, the Company has to maintain an appropriate level of capital to maintain and develop its business. The purpose of this Resolution is to maintain the Company’s flexibility to take advantage of the market for capital when appropriate.
Power to allot shares
14. (a) To authorise the Directors generally and unconditionally, pursuant to Section 80 of the Companies Act 1985 (‘CA 1985’), to exercise all the powers of the Company to allot relevant securities (as defined in Section 80(2) of CA 1985) up to an aggregate nominal amount of:
(i) £251,210,258 in respect of HBOS Ordinary Shares; and
(ii) £2,900,834,400, €3,000,000,000, US$4,997,750,000, AUS$1,000,000,000, CAN$1,000,000,000 and YEN100,000,000,000 in respect of HBOS Preference Shares.
(b) The authority given by this Resolution shall expire at the conclusion of the Company’s AGM in 2009 or, if earlier, on 30 June 2009, and is in substitution for all previous authorities to allot relevant securities of the Company which shall cease to have effect from the date of this Resolution, without affecting the validity of any allotment of securities already made or to be made under them.
(c) During the period stipulated in (b) above, the Directors can make offers and enter into agreements which would or might require relevant securities to be allotted after the expiry of such period and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
Explanatory note: This is an annual Resolution that renews the Directors’ authority to allot shares. The renewed authority will remain in force until the conclusion of the AGM in 2009 or 30 June 2009, whichever is the earlier. The authority to allot ordinary shares is restricted to an aggregate nominal amount of £251,210,258, being 26.9% of the Company’s issued ordinary share capital as at 31 January 2008, the latest practicable date before the printing of this Notice. There is no present intention to allot HBOS Ordinary Shares except to satisfy awards of ordinary shares under the Company’s employee share schemes. The authority in respect of HBOS Preference Shares covers the whole of the authorised but unissued preference share capital of the Company. As at the date of this Notice, the Company holds 2,562,133 ordinary shares in the capital of the Company in treasury representing 0.07% of the Company’s issued ordinary share capital as at 31 January 2008, the latest practicable date before the printing of this Notice.