Changes to the Board of Directors.

During 2012, the following changes to the Board of Directors occurred:

Nigel Wilson, former Chief Financial Officer, was appointed as Group Chief Executive with effect from 30 June 2012; and Mark Zinkula, CEO LGIM, was appointed to the Board with effect from 18 September 2012.

Details of their remuneration are outlined below.

Nigel Wilson

(XLS:) Remuneration – Nigel Wilson

Remuneration Element

As Chief Financial Officer

Group Chief Executive wef 30 June 2012

Note: The Group Chief Executive incorporates the direct reporting of major regulatory functions and country heads.

Base salary

£558,500 pa.

£750,000 pa. Base Salary to be reviewed in 2014 as agreed by the Committee on his appointment to Group Chief Executive.

Annual Bonus

Maximum potential of 125% of base salary.

No change.

PSP

2012 grant of 200% of base salary.

Grant was ‘topped up’ from 200% of his CFO base salary to 200% of his increased base salary – see in the Variable pay section.

Benefits (e.g. car allowance, private health insurance)

In line with existing policy.

No change.

Pension

In line with existing policy.

No change.

Mark Zinkula

(XLS:) Remuneration – Mark Zinkula

Remuneration Element

Upon appointment to the Board

Base salary

£450,000 pa.

Annual Bonus

Maximum potential of 175% of base salary.

PSP

Will participate in the PSP in line with other executive directors. Mark has outstanding awards under the LGIM LTIP and these are shown in the Variable pay section. He no longer participates in this plan.

Benefits (e.g. car allowance, private health insurance)

In line with existing policy for UK benefits. Mark and his family are also covered under the US Company medical plan in line with normal US policy conditions. Mark contributes towards this cost from his base salary.

Pension

In line with UK policy levels, a cash contribution of 15% of base salary which is subject to normal payroll deductions of income tax and National Insurance. He participates in the Company US 401K plan.

Other allowances

To provide support in his relocation to the UK to take up the position of CEO LGIM, the Company provides assistance for housing, school fees and economy flights home. Schooling costs will reduce and his housing contribution will decrease over a period of time.