Important information about the AGM and voting
AGM information
Attending and voting at the AGM
Voting on the Resolutions will be conducted on the basis of a poll during the AGM. To be entitled to attend, speak and vote at the AGM or at any adjournment of it (either in person or by proxy), your name must be entered on the Register of Members at 11.30am on 27 April 2008 (or the date which is two days prior to any adjourned AGM). Changes to the Register of Members after 11.30am on 27 April 2008 shall be disregarded in determining the right of any person to attend and vote at the AGM.
What you need to bring
If you come along to the meeting, please detach and bring the AGM Attendance/Observer Card (Section 3 of the enclosed AGM Voting Form) with you. On the reverse is a poll card for use at the AGM.
If you cannot attend the AGM
If you are unable to attend the AGM in person, you may appoint someone as your proxy to exercise all or any of your rights to attend and to speak and vote on your behalf at the meeting and this can be done in two ways – online or in writing – as explained below. Your proxy need not be a shareholder of the Company. It could be the Chairman of the AGM, another Director of the Company or someone who you know personally who can attend and represent you. You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share(s) held by you. Your proxy must vote as you instruct and must attend the AGM for the vote to be counted. If you do not indicate how your proxy should vote, he/she can exercise his/her discretion as to whether, and if so how, he/she votes on each Resolution, as he/she will do in respect of any other business which may properly come before the meeting. If you have appointed a proxy you may still decide to attend the AGM and vote in person.
Any person to whom this notice is sent who is a person nominated to receive communications from the Company in accordance with Section 146 of CA 2006 (‘nominated persons’) may have a right under an agreement with the registered shareholder to be appointed (or to have someone else appointed) as a proxy for the AGM. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. The statement of rights in relation to the appointment of proxies outlined in the paragraph above does not apply to nominated persons. Such rights of appointment of proxies can only be exercised by shareholders of the Company.
1. Appointing a proxy online
Log onto www.hbosplc.com/agm/onlinevoting and enter
your unique Online Proxy Voting PIN, which can be found at the
top of the AGM Voting Form. Please note if you wish to appoint more than one proxy you must do so in writing.
2. Appointing a proxy in writing
Complete the enclosed AGM Voting Form in accordance with the instructions provided on the reverse of the Form and then return it in the pre-paid envelope. Retain the AGM Attendance/Observer Card (Section 3) in case you decide to attend in person.
| Type of form | Shareholder | Deadline |
| Form of Proxy | Certificated / CREST | Sunday 27 April 2008 (11.30am) |
| Form of Direction* | HBOS Shareholder Account / Halifax Share Dealing Service / HBOS Share PEP | Saturday 26 April 2008 (11.30am) |
* where shares are held in a nominee account
Multiple Corporate Representatives
In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above.