Lloyds Banking Group PLC — Capital/Financing Update 2012

Nov 16, 2012

SUPPLEMENTARY PROSPECTUS DATED 15 NOVEMBER 2012

LLOYDS TSB BANK PLC

(incorporated in England with limited liability under the Companies Act 1862 and the Companies Act 1985 with registered number 2065)

€30 billion Global Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and principal by

LLOYDS TSB COVERED BONDS LLP

(a limited liability partnership incorporated in England and Wales registered number OC340094)

This Supplement (the Supplement) to the prospectus dated 20 April 2012 (as supplemented by supplementary prospectuses dated 14 May 2012 and 28 August 2012), which constitutes a base prospectus (the Prospectus), for the purposes of Article 5.4 of Directive 2003/71/EC, constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the €30 billion Global Covered Bond Programme (the Programme) established by Lloyds TSB Bank plc (the Issuer).

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein. Capitalised terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Prospectus.

Each of the Issuer and Lloyds TSB Covered Bonds LLP (the LLP) accept responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the LLP (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of this Supplement

The purpose of this Supplement is to:

• (i) incorporate by reference into the Prospectus (a) the Q3 2012 Interim Management Statement, which was published via RNS on 1 November 2012, (b) the Q3 2012 IMS 6-K, and (c) the Q3 2012 Capitalisation Table 6-K (all as defined in this Supplement); and
• (ii) amend the governmental, legal or arbitration proceedings statements of Lloyds TSB Bank Group contained within the section entitled "General Information",

each as described in further detail below.

Documents Incorporated by Reference

By virtue of this Supplement, the following documents, which have previously been filed with the Financial Services Authority, shall be deemed to be incorporated in, and form part of, the Prospectus:

• (a) Q3 2012 Interim Management Statement of the Company for the nine months ended 30 September 2012 (the Q3 2012 Interim Management Statement);
• (b) the report on Form 6-K filed with the United States Securities and Exchange Commission (the SEC) on 2 November 2012, which includes the unaudited consolidated interim results of the Company for the nine months ended 30 September 2012 (the Q3 2012 IMS 6-K); and
• (c) the report on Form 6-K filed with the SEC on 2 November 2012, which includes the Company's capitalisation table for the nine months ended 30 September 2012 (the Q3 2012 Capitalisation Table 6-K).

Any documents themselves incorporated by reference in the documents incorporated by reference in the Supplement shall not form part of the Prospectus.

General Information

Save as disclosed in (i) the sub-section entitled "Payment protection insurance" of the section entitled "Provisions for liabilities and charges" as set out in note 15 to the Issuer's 2012 Half-Year Management Report on pages 30 and 31 of the Issuer's 2012 Half-Year Management Report and the sub-section entitled "Provision relating to legacy Payment Protection Insurance business (PPI)" on page 12 of the Q3 2012 Interim Management Statement; (ii) the sub-section entitled "Litigation in relation to the insurance branch business in Germany" of the section entitled "Recent Developments" as set out on pages 2 and 3 of the Supplementary Prospectus dated 28 August 2012 and the sub-section entitled "Provision in relation to German insurance business litigation" on page 12 of the Q3 2012 Interim Management Statement; and (iii) the sub-sections entitled "Interchange fees", "Interbank offered rate setting investigations" and "Shareholder complaints" of the section entitled "Contingent liabilities and commitments" as set out in note 16 to the Issuer's 2012 Half-Year Management Report on pages 32 and 33 of the Issuer's 2012 Half-Year Management Report, there are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Prospectus, which may have or have had in the recent past, significant effects on the financial position or profitability of the Issuer or Lloyds TSB Bank Group.

The Issuer will provide, without charge, to each person to whom a copy of this Supplement has been delivered, upon the oral or written request of such person, a copy of any or all of the documents which are incorporated in whole or in part by reference herein or in the Prospectus. Written or oral requests for such documents should be directed to the Issuer at its office at 25 Gresham Street, London, EC2V 7HN. Copies of all documents incorporated by reference in this Supplement can also be viewed on the website of the Regulatory New Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-news-home.html.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

An investor should be aware of its rights arising pursuant to Section 87Q(4) of the FSMA.