Lloyds Banking Group PLC — Capital/Financing Update 2015

Jul 21, 2015

FINAL TERMS
21 July 2015

Lloyds Bank plc

Issue of Regulated €1,500,000,000 Series 2015-3 0.5 per cent. Fixed Rate Covered Bonds due July 2020 irrevocably and unconditionally guaranteed as to payment of principal and interest by Lloyds Bank Covered Bonds LLP under the €60 billion Global Covered Bond Programme

PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Terms and Conditions) set forth in the Prospectus dated 19 June 2015 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes the amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the Prospectus Directive). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN and www.lloydsbankinggroup.com and copies may be obtained during normal business hours from Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN.

1. (i) Issuer: Lloyds Bank plc
   (ii) LLP: Lloyds Bank Covered Bonds LLP

2. (i) Series Number: 2015-3
   (ii) Tranche Number: 1
   (iii) Series which Covered Bonds will be consolidated and form a single Series with: Not Applicable
   (iv) Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above; Not Applicable

3. Specified Currency or Currencies: Euro (€)

4. Aggregate Amount of Covered Bonds to be issued: €1,500,000,000

5. Aggregate Nominal Amount of Covered Bonds admitted to trading:
   (i) Series: €1,500,000,000
   (ii) Tranche: €1,500,000,000

6. Issue Price: 99.828 per cent. of the aggregate nominal amount

7. (i) Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000
   (ii) Calculation Amount: €1,000

8. (i) Issue Date: 22 July 2015
   (ii) Interest Commencement Date: Issue Date

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1. (i) Final Maturity Date: 22 July 2020

(ii) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: 22 July 2021

1. Interest Basis: 0.5 per cent. Fixed Rate from and including the Issue Date to but excluding the Final Maturity Date

2. Redemption/Payment Basis: 100 per cent. of the nominal value

3. Change of Interest or Redemption/Payment Basis:
   From, and including the Final Maturity Date to, but excluding the Extended Due for Payment Date, the following Interest provisions apply:
   Interest Basis: 1 month EURIBOR + 0.07 per cent. per annum Floating Rate.
   Screen Rate Determination: Applicable
   Reference Rate: 1 month EURIBOR in respect of the Specified Currency
   Relevant Financial Centre: Brussels
   Interest Determination Dates: The second day on which the TARGET2 system is open prior to the start of each Interest Period.
   Relevant Screen Page: Reuters EURIBOR 01.
   Specified Interest Payment Dates: 22nd day of each month, from but excluding the Final Maturity Date to and including the Extended Due for Payment Date subject to adjustment in accordance with the Business Day Convention.
   Business Day Convention: Modified Following Business Convention (adjusted)
   Additional Business Centre: Not Applicable
   Interest Period: The first Interest Period after the Final Maturity Date will be the period from and including the Final Maturity Date to but excluding the next following Interest Payment Date and subsequent Interest Periods will be from and including an Interest Payment Date to but excluding the next following Interest Payment Date up to but excluding the Extended Due for Payment Date.
   Day Count Fraction: Actual/360

4. Put/Call Options: Not Applicable

5. Date Board approval for issuance of Covered Bonds and Covered Bond Guarantee obtained: 27 November 2014 in respect of the Issuer and 17 July 2015 in respect of the LLP

6. Listing: London

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Covered Bond Provisions: Applicable from and including the Issue Date to but excluding the Final Maturity Date

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(i) Fixed Rate(s) of Interest: 0.5 per cent. per annum payable in arrear on each Interest Payment Date
(ii) Interest Payment Date(s): The first Interest Payment Date will be 22 July 2016 and thereafter 22 July in each year up to and including the Final Maturity Date (provided however that after the Extension Determination Date, the Interest Payment Date shall be monthly)
(iii) Business Day Convention: Following Business Day Convention
(iv) Business Day(s): London, TARGET 2
(v) Additional Business Centre(s): Not Applicable
(vi) Fixed Coupon Amount: €5.00 per Calculation Amount
(vii) Initial Broken Amount(s): Not Applicable
(viii) Final Broken Amount: Not Applicable
(ix) Day Count Fraction: Actual/Actual (ICMA)
(x) Determination Dates: 22 July in each year

1. Floating Rate Covered Bond Provisions: Not Applicable
2. Zero Coupon Covered Bond Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call Option: Not Applicable
2. Investor Put Option: Not Applicable
3. Final Redemption Amount: €1,000 per Calculation Amount
4. Early Redemption Amount: €1,000 per Calculation Amount
   Early Redemption Amount(s) payable on redemption for taxation reasons or on acceleration following an Issuer Event of Default or an LLP Event of Default:

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

1. Form of Covered Bonds: Bearer Covered Bonds: Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds in definitive form after an Exchange Event
2. New Global Covered Bond: Yes
3. Additional Financial Centre(s) or other special provisions relating to payment dates: Not Applicable
4. Talons for future Coupons or Receipts to be attached to Definitive Covered Bonds (and dates on which such Talons mature): No
5. Details relating to Instalment Covered Bonds:
   Instalment Amount(s): Not Applicable
   Instalment Date(s): Not Applicable
6. Redenomination: Not Applicable

0011002-0001108 ICM:22308417.6

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Signed on behalf of Lloyds Bank plc

By: Peter Green
Duly authorised

Signed on behalf of Lloyds Bank Covered Bonds
LLP

By: Gary Staines
Duly authorised

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PART B — OTHER INFORMATION

1. LISTING

(i) Admission to trading:
Application is expected to be made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the London Stock Exchange's Regulated Market and to the Official List of the UK Listing Authority with effect from 22 July 2015

(ii) Estimate of total expenses related to admission to trading:
£3,650

2. RATINGS

Ratings:
The Covered Bonds to be issued have been initially rated:
Fitch: AAA
Moody's: Aaa

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer and LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. Lloyds Bank plc, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Natixis, UBS Limited, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and Banco de Sabadell S.A. and their respective affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and/or it or their affiliates in the ordinary course of business.

4. OPERATIONAL INFORMATION:

(i) ISIN: XS1263854801
(ii) Common Code: 126385480
(iii) (Insert here any other relevant codes such as CUSIP AND CINS codes): Not Applicable
(iv) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable
(v) Names and addresses of additional Paying Agents: Not Applicable

5. YIELD (Fixed Rate Covered Bonds only)

0.535 per cent.

Indication of yield:
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

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