This excerpt taken from the LYG 20-F filed Jun 5, 2008.
Proceedings at general meetings
The chairman of the directors, failing whom a deputy chairman, failing whom any director present and willing to act and, if more than one, chosen by the directors present at the meeting, shall preside as chairman at a
general meeting. If no director is present within 5 minutes after the time appointed for holding the meeting and willing to act as chairman, a member may be elected to be the chairman by a resolution of the company passed at the
Security and other arrangements at meetings
The chairman of a meeting shall be entitled to take any action he considers appropriate for proper and orderly conduct before and during a general meeting.
The directors shall be entitled to ask persons wanting to attend a general meeting to submit to searches or other security arrangements which the directors think are appropriate. Without limitation, the security
arrangements may include the prohibition of any article or item (as determined by the directors) being permitted to be taken into the meeting. The directors may, in their discretion, refuse entry to, or remove from, a general meeting any person who
does not submit to those searches or comply with those security arrangements. The directors powers and discretions under this article are delegated to the chairman of the board, but, if he is not present, to the proposed chairman of the
Meeting in different places
Subject to the statutes and these articles, every member may attend a general meeting in person or by proxy.
The directors may make arrangements that they, in their discretion, think appropriate to:
enable attendance at a place where a general meeting (or adjournment) is to be held; or
regulate the number of people attending that meeting (or adjournment); and
ensure the safety of people attending at that place,
and may change those arrangements at any time. The arrangements may include (without limitation) the issue of tickets or the use of a random method of selection.
In the case of a general meeting to which these arrangements apply, the directors may, when specifying the place of the meeting direct that the meeting shall be held at a place identified in the notice at which the
chairman of the meeting will attend (the principal meeting place); and make arrangements for simultaneous attendance and participation (including by way of video link) at other places by members and proxies entitled to attend the meeting
but excluded from it under this article or who want to attend at one of the other places. A member or proxy prevented from attending (or not wishing to attend) at the principal meeting place may attend and participate at another place. In the case
of an annual general
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meeting, the principal meeting
place shall be in Edinburgh or at such other place in Scotland as the directors
The notice of meeting need not give details of any arrangements under this article.
In these articles (unless the context requires otherwise), the members shall be treated as meeting in the principal meeting place.
The directors powers and discretions under this article are delegated to the chairman at a general meeting.
The directors shall be entitled to permit such legal and other advisers of the company as they shall think fit to attend and speak at any meeting of the company or any separate meeting of any class of shares in the
capital of the company.
No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. 3 members present in person or by proxy and
entitled to vote shall be a quorum for all purposes.
Lack of quorum
If within 15 minutes from the time appointed for a general meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be
present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as may have been specified for the purpose in the notice convening the meeting or (if not so
specified) as the chairman of the meeting may determine.
The chairman of a general meeting may adjourn the meeting, before or after it has started, if the chairman considers that:
there is not enough room for the number of members and proxies who want to attend the meeting;
the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or
an adjournment is necessary for any other reason, so that the business of the meeting may be properly carried out.
The chairman may adjourn the meeting for any of these reasons to a date, time and place which the chairman may decide, or indefinitely, without the consent of the meeting to do this.
Subject to the preceding article, the chairman of any general meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or
sine die) and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
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Where a meeting is adjourned sine
die, the time and place for the adjourned meeting shall be fixed by the directors.
Notice of adjourned meeting
When a meeting is adjourned for 30 days or more or sine die, not less than 7 days notice of the adjourned meeting shall be given by advertisement in 2 United Kingdom national newspapers.
Save as provided in these articles, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Amendments to resolutions
The chairman may propose amendments to a special resolution if they are amendments to correct an obvious error in the resolution.
No other amendments may be proposed to a special resolution.
Amendments to an ordinary resolution which are within the scope of the resolution may be proposed at any time by the chairman but in the case of a member only if written notice of the proposed amendment is delivered to
the office at least 3 clear business days (or such lesser period as the chairman in his absolute discretion may determine) before the day fixed for the meeting or adjourned meeting.
If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling.
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