Important information about the AGM and voting

AGM information

AGM by webcast

The AGM will be broadcast live to shareholders by webcast on 29 April 2008 from 11.25am. You can watch this at www.hbosplc.com/agm/webcast. You can also use this link to view the highlights of the AGM from 30 April 2008.

Voting Results

The results of the poll will be announced through a Regulatory Information Service announcement and will appear on our website www.hbosplc.com on 30 April 2008.

Issued share capital

As at 25 February 2008 (being the last business day prior to the date of this Notice) the Company’s issued ordinary share capital consists of 3,740,693,348 shares, of which 2,562,133 are held in treasury. Therefore, the Company’s total issued
voting capital excluding shares held in treasury is 3,738,131,215 ordinary shares.

Documents

The Company publishes two documents:

  • the full Annual Report and Accounts; and
  • the shorter form Annual Review & Summary Financial Statement.

You have been sent the Annual Review & Summary Financial Statement 2007 with this mailing, however if you have requested a copy of the full Annual Report and Accounts, this will follow separately. Those who have not chosen to receive the full Annual Report and Accounts can access it on our website at www.hbosplc.com or request a copy by contacting our Registrar, whose contact details are provided overleaf.

The following information will be available for inspection during normal business hours on any weekday except public holidays at the registered office of the Company: The Mound, Edinburgh, Scotland, EH1 1YZ. The information will also be available for inspection at the place of the AGM, the SECC, from 15 minutes prior to the commencement of the AGM until its conclusion:

(a) copies of the Directors’ service contracts;

(b) copies of the letters of appointment of Non-executive Directors;

(c) the Register of Interests of Directors and their connected persons in the share capital of the Company; and

(d) the Current Articles of Association of the Company, as well as the Current Articles marked to show the proposed changes and the New Articles (in relation to Resolution 15), and the New Articles marked to show the proposed changes and the revised New Articles (in relation to Resolution 16).

The Articles of Association as set out in (d) above will also be available for inspection during normal business hours on any weekday except public holidays at the Company’s offices at 33 Old Broad Street, London, EC2N 1HZ.

CREST members

Registered shareholders who are CREST members may choose to appoint a proxy or proxies using CREST by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. The CREST proxy instruction must be properly authenticated and must contain the information required for such instructions described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by our Registrar by 25 April 2008. Time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which our Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change in instructions to proxies appointed through CREST should be communicated to the appointee through other means. The Directors may treat a CREST proxy instruction, which purports to be or is expressed to be sent on behalf of a shareholder, as sufficient evidence of the authority of the person sending that instruction to send it on behalf of the holder. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that special procedures are not available in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Please note – any electronic addresses set out in this Notice of Meeting or in the separate AGM Voting Form are provided solely for the purposes specified and may not be used for the service of any other documents or information.

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