Bond Lloyd's Banking plc 7.5% ( US539439AU36 ) in USD

Issuer Lloyd's Banking plc
Market price refresh price now   100 %  ▼ 
Country  United Kingdom
ISIN code  US539439AU36 ( in USD )
Interest rate 7.5% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Lloyds Bank PLC US539439AU36 en USD 7.5%, maturity Perpetual


Minimal amount 200 000 USD
Total amount 1 500 000 000 USD
Cusip 539439AU3
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 27/12/2025 ( In 11 days )
Detailed description Lloyds Banking Group plc is a major British multinational banking and financial services corporation headquartered in London, offering a wide range of retail, commercial, and corporate banking services.

The Bond issued by Lloyd's Banking plc ( United Kingdom ) , in USD, with the ISIN code US539439AU36, pays a coupon of 7.5% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual
The Bond issued by Lloyd's Banking plc ( United Kingdom ) , in USD, with the ISIN code US539439AU36, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee (1)
Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
$1,500,000,000
$181,800
Total
$1,500,000,000
$181,800
(1) Calculated in accordance with Rule 457(r)
Filed pursuant to Rule 424(b)(2)
Registration No. 333-211791
PROSPECTUS SUPPLEMENT
(to prospectus dated June 2, 2016)
Lloyds Banking Group plc
$1,500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible
Securities
(Callable September 27, 2025 and Every Five Years Thereafter)
The $1,500,000,000 fixed rate reset additional tier 1 perpetual subordinated contingent convertible securities (callable September 27, 2025 and
every five years thereafter) (the "Additional Tier 1 Securities") are perpetual securities with no maturity date. From and including October 10, 2018
(the "Issue Date") to but excluding September 27, 2025 (the "First Call Date"), interest will accrue on the Additional Tier 1 Securities at an initial
rate equal to 7.500% per annum. The First Call Date and every 5th anniversary thereafter shall be a "Reset Date". From and including each Reset
Date to but excluding the next succeeding Reset Date, interest will accrue on the Additional Tier 1 Securities at a rate per annum equal to the sum of
the then-prevailing Mid-Market Swap Rate on the relevant Reset Determination Date and 4.496%, such sum being converted to a quarterly rate in
accordance with market convention (rounded to three decimal places, with 0.0005 rounded down). Subject to the conditions as described further
below, we will pay interest, if any, quarterly in arrears (with a short first interest period) on March 27, June 27, September 27 and December 27 of
each year, commencing on December 27, 2018 (each, an "Interest Payment Date"). The regular record dates for the Additional Tier 1 Securities will
be the 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day (each, a "Record Date").
We may redeem the Additional Tier 1 Securities in whole, but not in part, at 100% of their principal amount, together with any accrued and
unpaid interest on the Additional Tier 1 Securities, excluding any interest which has been canceled or deemed to be canceled in accordance with the
terms of the Additional Tier 1 Securities, to, but excluding, the date fixed for redemption, (i) upon the occurrence of certain tax events or (ii) upon
the occurrence of certain regulatory events, subject, in each case, to the conditions described in this prospectus supplement. The Additional Tier 1
Securities will also be redeemable in whole, but not in part, at our option and in our sole discretion on the First Call Date or on any Reset Date
thereafter at 100% of their principal amount, together with any accrued and unpaid interest on the Additional Tier 1 Securities, excluding any
interest which has been canceled or deemed to be canceled in accordance with the terms of the Additional Tier 1 Securities, to, but excluding, the
date fixed for redemption. Any such redemption shall, among other requirements, be subject to the receipt of permission from the Relevant
Regulator, as described in this prospectus supplement.
The Additional Tier 1 Securities will constitute our direct, unsecured and subordinated obligations, ranking pari passu without any preference
among themselves. The rights and claims of the holders and beneficial owners in respect of, or arising from, the Additional Tier 1 Securities
(including any damages, if payable) will be subordinated to the claims of our Senior Creditors (as defined herein, and includes certain claims in
respect of subordinated liabilities).
The Additional Tier 1 Securities are not intended to be sold and should not be sold to retail investors in the European Economic Area,
as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument
2015, as amended or replaced from time to time. Prospective investors are referred to the section headed "Important
Information--Prohibition on marketing and sales to retail investors" commencing on page S-3 of this prospectus supplement.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a)
and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all
relevant persons (as defined in Section 309A of the SFA) that the Additional Tier 1 Securities are "prescribed capital markets products" (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
As described in this prospectus supplement, upon the occurrence of a Trigger Event (as defined herein), an Automatic Conversion (as
defined herein) will occur and all of our obligations under the Additional Tier 1 Securities shall be irrevocably and automatically released
in consideration of our issuance and delivery of the Settlement Shares (as defined herein).
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the
Additional Tier 1 Securities, by purchasing or acquiring the Additional Tier 1 Securities, each holder (including each beneficial owner) of
the Additional Tier 1 Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as
defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the
principal amount of, or interest


on, the Additional Tier 1 Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Additional Tier 1
Securities into shares or other securities or other obligations of LBG (as defined herein) or another person; and/or (iii) the amendment or
alteration of the maturity of the Additional Tier 1 Securities, or amendment of the amount of interest due on the Additional Tier 1
Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; any U.K. bail-in
power may be exercised by means of variation of the terms of the Additional Tier 1 Securities solely to give effect to the exercise by the
relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest
shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at
the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder and each beneficial owner of
the Additional Tier 1 Securities further acknowledges and agrees that the rights of the holders and/or beneficial owners under the
Additional Tier 1 Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by
the relevant U.K. resolution authority.
For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to us and the Group (as defined herein), including but
not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a
European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and
resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the
same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or
otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates
can be reduced, canceled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other
person (and a reference to the "relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. bail-in power).
By its acquisition of the Additional Tier 1 Securities, each holder and each beneficial owner of the Additional Tier 1 Securities, to the
extent permitted by the Trust Indenture Act of 1939, as amended (the "TIA"), waives any and all claims against the Trustee (as defined
herein) for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that
the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K.
resolution authority with respect to the Additional Tier 1 Securities.
Application will be made to The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Additional Tier 1 Securities
to be admitted to the Official List and to trading on the Global Exchange Market (the "Global Exchange Market"), which is the exchange regulated
market of Euronext Dublin. Admission to the Official List and trading on the Global Exchange Market is expected to begin after the initial delivery
of the Additional Tier 1 Securities.
The Additional Tier 1 Securities are not deposit liabilities of LBG and are not covered by the United Kingdom Financial Services
Compensation Scheme or insured by the US Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the
United States or any other jurisdiction.
Investing in the Additional Tier 1 Securities involves risks. See "Risk Factors" beginning on page S-20 of this prospectus supplement and as
incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
Underwriting
Proceeds to us (before
Price to Public
Discount
expenses)
Per Additional Tier 1 Security
100.000%
0.800%
99.200%
Total
$1,500,000,000
$12,000,000
$1,488,000,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Additional Tier 1 Securities will accrue
from the date of issuance, which is expected to be October 10, 2018. See "Underwriting".
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Additional Tier 1 Securities. In addition, Lloyds
Securities Inc. or another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in
the Additional Tier 1 Securities after their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus
by Lloyds Securities Inc. or another of our affiliates, unless we or our agent informs you otherwise in your confirmation of sale, you may assume
this prospectus supplement and the accompanying prospectus is being used in a market-making transaction.
The Additional Tier 1 Securities will be issued in fully registered form in denominations of $200,000 and in integral multiples of $1,000 thereafter.
We expect that the Additional Tier 1 Securities will be ready for delivery through the book-entry facilities of The Depository Trust Company and its
participants including Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank SA/NV ("Euroclear") on or about October 10,
2018.
Joint Bookrunning Managers
BNP PARIBAS
Citigroup
Goldman Sachs & Co.
HSBC
Lloyds Securities
LLC
Prospectus Supplement dated October 2, 2018


TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
INCORPORATION OF INFORMATION BY REFERENCE
S-1
FORWARD-LOOKING STATEMENTS
S-1
IMPORTANT INFORMATION
S-2
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
S-4
SUMMARY
S-5
RISK FACTORS
S-20
USE OF PROCEEDS
S-46
CAPITALIZATION OF THE GROUP
S-46
RATIO OF EARNINGS TO FIXED CHARGES
S-46
DESCRIPTION OF THE ADDITIONAL TIER 1 SECURITIES
S-47
CERTAIN U.K. AND U.S. FEDERAL TAX CONSEQUENCES
S-85
UNDERWRITING
S-91
LEGAL OPINIONS
S-97
EXPERTS
S-97
Prospectus
ABOUT THIS PROSPECTUS
1
USE OF PROCEEDS
2
LLOYDS BANKING GROUP PLC
2
LLOYDS BANK PLC
3
DESCRIPTION OF DEBT SECURITIES
4
DESCRIPTION OF CAPITAL SECURITIES
14
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CAPITAL SECURITIES
21
DESCRIPTION OF ORDINARY SHARES
26
DESCRIPTION OF PREFERENCE SHARES
30
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
35
PLAN OF DISTRIBUTION
42
LEGAL OPINIONS
43
EXPERTS
43
ENFORCEMENT OF CIVIL LIABILITIES
43
WHERE YOU CAN FIND MORE INFORMATION
45
INCORPORATION OF DOCUMENTS BY REFERENCE
45
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
46
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus (including any free writing prospectus issued or authorized by us). Neither we nor the underwriters have authorized anyone to
provide you with different information. Neither we nor the underwriters are making an offer of these securities in any state or jurisdiction
where the offer is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates.
S-i


ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, we use the following terms:

"we", "us", "our" and "LBG" mean Lloyds Banking Group plc;

"Group" means Lloyds Banking Group plc together with its subsidiaries and associated undertakings;

"SEC" refers to the Securities and Exchange Commission;

"pounds sterling", "£" and "p" refer to the currency of the United Kingdom;

"dollars" and "$" refer to the currency of the United States; and

"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in
accordance with the treaty establishing the European Community, as amended.
INCORPORATION OF INFORMATION BY REFERENCE
We file annual, semi-annual and special reports and other information with the Securities and Exchange Commission. You may read and copy
any document that we file with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC
on 1-800-SEC-0330 for further information on the Public Reference Room. The SEC's website, at http://www.sec.gov, contains, free of charge,
reports and other information in electronic form that we have filed. You may also request a copy of any filings referred to below (excluding
exhibits) at no cost, by contacting us at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone +44 207 626 1500.
The SEC allows us to incorporate by reference much of the information that we file with them. This means:

incorporated documents are considered part of this prospectus supplement;

we can disclose important information to you by referring you to these documents; and

information that we file with the SEC will automatically update and supersede this prospectus supplement.
We incorporate by reference (i) LBG's Annual Report on Form 20-F for the year ended December 31, 2017 filed with the SEC on March 9,
2018; (ii) LBG's report on Form 6-K filed with the SEC on August 3, 2018 including the interim results for LBG for the six months ended June 30,
2018; (iii) LBG's report on Form 6-K filed with the SEC on August 3, 2018 disclosing the ratio of earnings to fixed charges and the ratio of
earnings to combined fixed charges and preference dividends as at June 30, 2018; and (iv) LBG's report on Form 6-K filed with the SEC on August
3, 2018 disclosing LBG's capitalization as at June 30, 2018.
We also incorporate by reference in this prospectus supplement and the accompanying prospectus any future documents we may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this
prospectus supplement until the offering contemplated in this prospectus supplement is completed. Reports on Form 6-K that we may furnish to the
SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent
that the report expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both written and oral, regarding assumptions, projections, expectations, intentions or beliefs about
future events. These statements constitute "forward-looking statements" for
S-1


purposes of the Private Securities Litigation Reform Act of 1995. We caution that these statements may and often do vary materially from actual
results. Accordingly, we cannot assure you that actual results will not differ materially from those expressed or implied by the forward-looking
statements. You should read the sections entitled "Risk Factors" in this prospectus supplement and "Forward-Looking Statements" in our Annual
Report on Form 20-F for the year ended December 31, 2017, which is incorporated by reference herein.
We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement or any
information incorporated by reference, might not occur.
IMPORTANT INFORMATION
An investment in the Additional Tier 1 Securities may give rise to higher yields than a bank deposit placed with a deposit taking bank within
the Group. However, an investment in the Additional Tier 1 Securities carries risks which are very different from the risk profile of such a bank
deposit. See "Risk Factors" and "Interest Cancellation and Automatic Conversion" below. The Additional Tier 1 Securities may provide greater
liquidity than a bank deposit since bank deposits are generally not transferable. Conversely, unlike certain bank deposits, (i) holders of the
Additional Tier 1 Securities have no ability to require repayment of their investment and (ii) the Additional Tier 1 Securities are not deposit
liabilities of LBG and are not covered by the United Kingdom Financial Services Compensation Scheme or insured by the US Federal Deposit
Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.
Interest Cancellation and Automatic Conversion ­ The interest rate following any Reset Date may be less than the initial interest rate and/or
the interest rate that applies immediately prior to such Reset Date. Moreover, interest will be due and payable on an Interest Payment Date only to
the extent it is not canceled or deemed to have been canceled in accordance with the terms of the Additional Tier 1 Securities. We will have sole and
absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any
Interest Payment Date. The terms of the Additional Tier 1 Securities also provide for circumstances under which we will be restricted from making
an interest payment (in whole or in part) on an Interest Payment Date, and the interest payable in respect of any such Interest Payment Date will be
deemed to have been canceled (in whole or in part).
The Additional Tier 1 Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any
payments with respect to the Additional Tier 1 Securities as we are not required to pay the principal amount of the Additional Tier 1 Securities at
any time prior to a Winding-up or Administration Event (as defined below) and we will have the sole and absolute discretion at all times and for any
reason to cancel in whole or in part any interest payment.
By its acquisition of the Additional Tier 1 Securities, each holder and beneficial owner acknowledges and agrees that (a) interest is payable
solely at our discretion, and no amount of interest shall become due and payable in respect of the relevant interest period to the extent that it has
been canceled by us at our sole discretion and/or deemed canceled in whole or in part; and (b) a cancellation or deemed cancellation of interest (in
each case, in whole or in part) in accordance with the terms of the Indenture (as defined herein) shall not constitute a default in payment or
otherwise under the terms of the Additional Tier 1 Securities. Interest will only be due and payable on an Interest Payment Date to the extent it is
not canceled or deemed canceled in accordance with the provisions described herein. Any interest canceled or deemed canceled (in each case, in
whole or in part) in the circumstances described herein shall not be due and shall not accumulate or be payable at any time thereafter, and holders
and beneficial owners of the Additional Tier 1 Securities shall have no rights thereto or to receive any additional interest or compensation as a result
of such cancellation or deemed cancellation.
If a Trigger Event occurs, then an Automatic Conversion will occur on the Conversion Date, at which point all of our obligations under the
Additional Tier 1 Securities shall be irrevocably and automatically released in consideration of our issuance and delivery of the Settlement Shares to
the Settlement Share Depository (or other relevant recipient as described herein), and under no circumstances shall such released obligations be
reinstated. The Settlement Shares shall initially be registered in the name of the Settlement Share Depository (which shall hold the
S-2


Settlement Shares on behalf of the holders of the Additional Tier 1 Securities) or the relevant recipient in accordance with the terms of the
Additional Tier 1 Securities. As more fully described herein, we may elect, in our sole and absolute discretion that a Settlement Shares Offer be
made by the Settlement Share Depository to all or some of our existing shareholders. The realizable value of any Settlement Shares received by a
holder of the Additional Tier 1 Securities following an Automatic Conversion may be significantly less than the pounds sterling equivalent of the
initial Conversion Price (as defined herein) of $0.821 and holders of the Additional Tier 1 Securities could lose all or part of their investment in the
Additional Tier 1 Securities as a result of the Automatic Conversion.
By its acquisition of the Additional Tier 1 Securities, each holder and beneficial owner shall be deemed to have (i) agreed to all the terms and
conditions of the Additional Tier 1 Securities, including, without limitation, those related to (x) Automatic Conversion following the Trigger Event
and (y) the appointment of the Settlement Share Depository, the issuance of the Settlement Shares to the Settlement Share Depository (or to the
relevant recipient in accordance with the terms of the Additional Tier 1 Securities) and the potential sale of the Settlement Shares pursuant to a
Settlement Shares Offer, and acknowledged that such events in (x) and (y) may occur without any further action on the part of the holders or
beneficial owners of the Additional Tier 1 Securities or the Trustee, (ii) agreed that effective upon, and following, the Automatic Conversion, no
amount shall be due and payable to the holders or beneficial owners of the Additional Tier 1 Securities, and our liability to pay any such amounts
(including the principal amount of, or any interest in respect of, the Additional Tier 1 Securities) shall be automatically released, and the holders and
beneficial owners shall not have the right to give a direction to the Trustee with respect to the Trigger Event and any related Automatic Conversion,
(iii) waived, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship under,
and the performance of its duties, powers and rights in respect of, the Indenture and in connection with the Additional Tier 1 Securities, including,
without limitation, claims related to or arising out of or in connection with the Trigger Event and/or any Automatic Conversion and (iv) authorised,
directed and requested DTC (as defined below) and any direct participant in DTC or other intermediary through which it holds such Additional Tier
1 Securities to take any and all necessary action, if required, to implement the Automatic Conversion without any further action or direction on the
part of such holder or beneficial owner or the Trustee.
Prohibition on marketing and sales to retail investors ­ The Additional Tier 1 Securities are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Additional Tier 1 Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) (the "PI Instrument"). In addition, (i) on
January 1, 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based
investment products ("PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive
2014/65/EU (as amended) ("MiFID II") was required to be implemented in EEA member states by January 3, 2018. Together the PI Instrument,
PRIIPs and MiFID II are referred to as the "regulations".
The regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and (ii) the offering, sale
and distribution of packaged retail and insurance-based investment products and certain contingent write-down or convertible securities such as the
Additional Tier 1 Securities.
Potential investors in the Additional Tier 1 Securities should inform themselves of, and comply with, any applicable laws, regulations or
regulatory guidance with respect to any resale of the Additional Tier 1 Securities (or any beneficial interests therein) including the regulations.
The Underwriters (as defined herein) (and/or their respective affiliates) are required to comply with some or all of the regulations. By
purchasing, or making or accepting an offer to purchase any Additional Tier 1 Securities (or a beneficial interest in such Additional Tier 1
Securities) from LBG and/or the Underwriters, each investor represents, warrants, agrees with and undertakes to LBG and each of the Underwriters
that:
(1)
it is not a retail client in the EEA (as defined in MiFID II);
(2) whether or not it is subject to the regulations, it will not:
S-3


a. sell or offer the Additional Tier 1 Securities (or any beneficial interest therein) to retail clients in the EEA (as defined in MiFID II); or
b. communicate (including the distribution of this prospectus supplement) or approve an invitation or inducement to participate in, acquire
or underwrite the Additional Tier 1 Securities (or any beneficial interest therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of MiFID II).
In selling or offering the Additional Tier 1 Securities or making or approving communications relating to the Additional Tier 1 Securities it may
not rely on the limited exemptions set out in the PI Instrument; and
(3) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to
the promotion, offering, distribution and/or sale of the Additional Tier 1 Securities (or any beneficial interests therein), including (without
limitation) in accordance with MiFID II and any other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Additional Tier 1 Securities (or any beneficial interests therein) by investors in any
relevant jurisdiction.
Each such investor further acknowledges that:
(i) the identified target market for the Additional Tier 1 Securities (for the purposes of the product governance obligations in MiFID II) is
eligible counterparties and professional clients; and
(ii) no key information document (KID) under PRIIPs has been prepared and therefore offering or selling the Additional Tier 1 Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under PRIIPs.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Additional Tier 1 Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC as amended or superseded, ("IMD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required
by Regulation (EU) No 1286/2014 as amended, (the "PRIIPs Regulation") for offering or selling the Additional Tier 1 Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Tier 1 Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market ­ Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect of the Additional Tier 1 Securities has led to the conclusion that: (i) the target
market for the Additional Tier 1 Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Additional Tier 1 Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Additional Tier 1 Securities (a distributor) should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Additional
Tier 1 Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Singapore Securities and Futures Act Product Classification ­ Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all relevant persons
(as defined in Section 309A of the SFA) that the Additional Tier 1 Securities are "prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
S-4


Benchmark Regulation ­ Amounts payable under the Additional Tier 1 Securities following any Reset Date will be calculated by reference
to the 5 year ICE ISDAFIX, one component of which is U.S. dollar LIBOR, each as provided by ICE Benchmark Administration Limited (the
"Administrator"). As at the date of prospectus supplement, the Administrator appears on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority pursuant to article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011).
SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder
of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your
investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by
reference therein, as a whole. Words and expressions defined in "Description of the Additional Tier 1 Securities" below shall have the same
meanings in this summary.
The Issuer
Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the U.K. Companies Act 1985 on
October 21, 1985 (registration number 95000). Lloyds Banking Group plc's registered office is at The Mound, Edinburgh EH1 1YZ, Scotland,
U.K. and its principal executive offices in England, U.K. are located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone
number +44 207 626 1500.
The Additional Tier 1 Securities
Issuer
Lloyds Banking Group plc
(LEI:549300PPXHEU2JF0AM85)
Securities
Additional Tier 1 Securities
Issue Date
October 10, 2018
Issue Price
100.000%
Denomination
The Additional Tier 1 Securities will be issued in fully registered form in denominations of
$200,000 and in integral multiples of $1,000 thereafter.
Perpetual Securities
The Additional Tier 1 Securities are perpetual securities and have no fixed maturity or fixed
redemption date.
Initial Interest Rate
From and including the Issue Date to but excluding September 27, 2025, (the "First Call
Date"), interest will accrue on the Additional Tier 1 Securities at an initial rate equal to 7.500%
per annum. From and including each Reset Date to but excluding the next succeeding Reset
Date, the interest will accrue on the Additional Tier 1 Securities at a rate per annum equal to the
sum of the then-prevailing Mid-Market Swap Rate on the relevant Reset Determination Date (as
defined below) and 4.496%, such sum being converted to a quarterly rate in accordance with
market convention (rounded to three decimal places, with 0.0005 rounded down). Interest will
be payable (subject to cancelation as provided herein) quarterly in arrears (with a short first
interest period) on each Interest Payment Date.
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Benchmark Discontinuation
If the Mid-Market Swap Rate has been permanently discontinued, the Calculation Agent will, as
directed by LBG, use as a substitute for the Mid-Market Swap Rate (as described in more detail
in "Description of the Additional Tier 1 Securities") and for each future Reset Determination
Date, the alternative reference rate selected by the central bank, reserve bank, monetary
authority or any similar institution (including any committee or working group thereof) that is
consistent with accepted market practice (the "Alternative Rate"). As part of such substitution,
the Calculation Agent will, as directed by LBG, make such adjustments to the Alternative Rate
or the spread thereon, as well as the Business Day convention, Reset Determination Dates and
related provisions and definitions ("Adjustments"), in each case that are consistent with
accepted market practice for the use of such Alternative Rate for debt obligations such as the
Additional Tier 1 Securities; provided, however, that if there is no clear market consensus as to
whether any rate has replaced the Mid-Market Swap Rate in customary market usage, LBG will
appoint in its sole discretion an Independent Financial Advisor (in such capacity, the "IFA") to
determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA
will be binding on LBG, the Calculation Agent, the Trustee, the Paying Agent and the holders of
the Additional Tier 1 Securities.
If LBG is unable to appoint an IFA, or the IFA appointed by LBG determines that there is no
such Alternative Rate as provided above, or otherwise fails to specify an Alternative Rate or any
relevant Adjustments, then the Reset Rate of Interest for the relevant Reset Period will be equal
to the Reset Rate of Interest in effect with respect to the immediately preceding Reset Period or,
in the case of the first Reset Period, the rate of interest will be equal to the rate of interest
applicable between the Issue Date and the First Call Date.
See also "Risk Factors-- Increased regulatory oversight, changes in the method pursuant to
which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may
adversely affect the value of the Additional Tier 1 Securities." and "Description of the
Additional Tier 1 Securities--Payments--Benchmark Discontinuation" below.
Reset Date
The First Call Date and every 5th anniversary thereafter.
Interest Payment Dates
March 27, June 27, September 27 and December 27 of each year, commencing on December 27,
2018.
Interest Payments Discretionary
Interest on the Additional Tier 1 Securities will be due and payable only at the sole discretion of
LBG and LBG shall have absolute discretion at all times and for any reason to cancel any
interest payment in whole or in part that would otherwise be payable on any Interest Payment
Date. If LBG elects not to make an interest payment on the relevant Interest Payment Date, or if
LBG elects to make a payment of a portion, but not all, of such interest payment, such non-
payment shall evidence LBG's exercise of discretion to cancel such interest payment, or the
portion of such interest payment not paid, and accordingly such interest payment, or portion
thereof, shall not be or become due and payable.
See also "--Agreement to Interest Cancellation" and "Description of the Additional Tier 1
Securities--Payments--Notice of Interest Cancellation" below.
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Restrictions on Interest Payments
LBG shall cancel any interest on the Additional Tier 1 Securities (or, as appropriate, any part
thereof) which is scheduled to be paid on an Interest Payment Date to the extent that LBG has
an amount of Distributable Items on any scheduled Interest Payment Date that is less than the
sum of (i) all payments (other than redemption payments) made or declared by LBG since the
end of LBG's last financial year and prior to such Interest Payment Date on or in respect of any
Parity Securities, the Additional Tier 1 Securities and any Junior Securities (as defined below)
and (ii) all payments (other than redemption payments) payable by LBG on such Interest
Payment Date (x) on the Additional Tier 1 Securities and (y) on or in respect of any Parity
Securities or any Junior Securities, in the case of each of (i) and (ii), excluding any payments
already accounted for in determining the Distributable Items.
In addition, LBG shall not be permitted to pay any interest otherwise scheduled to be paid on an
Interest Payment Date if and to the extent that the payment of such interest would cause, when
aggregated together with other distributions of the kind referred to in Article 141(2) of the
Directive (as defined below) (or any provision of applicable law transposing or implementing
Article 141(2) of the Directive, as amended or replaced) and which are required under the
Applicable Regulations to be taken into account for this purpose, the Maximum Distributable
Amount (as defined below), if any, then applicable to the Group to be exceeded.
"Distributable Items" shall have the meaning assigned to such term in the CRD (as defined
below) (as the same may be amended or replaced from time to time), as interpreted and applied
in accordance with the Applicable Regulations then applicable to LBG, but amended so that any
reference therein to "before distributions to holders of own funds instruments" shall be read as a
reference to "before distributions by LBG to holders of Parity Securities, the Additional Tier 1
Securities or any Junior Securities". Under CRD IV, as at the date hereof, "distributable items"
means the amount of the profits at the end of the last financial year plus any profits brought
forward and reserves available for that purpose before distributions to holders of own funds
instruments, less any losses brought forward, profits which are non-distributable pursuant to
provisions in legislation or the institution's by-laws and sums placed to non-distributable
reserves in accordance with applicable national law or the statutes of the institution, those losses
and reserves being determined on the basis of the individual accounts of the institution (LBG)
and not on the basis of the consolidated accounts.
"Junior Securities" means (i) any Ordinary Share (as defined below) or other securities of LBG
ranking, or expressed to rank, junior to the Additional Tier 1 Securities in a Winding-up or
Administration Event occurring prior to a Trigger Event and/or (ii) any securities issued by any
other member of the Group where the terms of such securities benefit from a guarantee or
support agreement entered into by LBG which ranks, or is expressed to rank, junior to the
Additional Tier 1 Securities in a Winding-up or Administration Event occurring prior to a
Trigger Event.
"Parity Securities" means (i) the most senior ranking class or classes of preference shares in
the capital of LBG from time to time and any other securities of LBG ranking, or expressed to
rank, pari passu with the Additional Tier 1 Securities and/or such preference shares following a
Winding-up or Administration Event occurring prior to a Trigger Event and/or (ii) any securities
issued by any other member of the Group where the terms of the securities benefit from a
guarantee or support agreement entered
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