Lloyds Banking Group PLC — Capital/Financing Update 2016

Jan 14, 2016

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW)

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NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR THE BENEFIT OF, U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE FOLLOWING FINAL TERMS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

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These final terms have been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Lloyds Bank plc or any other Dealer appointed from time to time (nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the final terms distributed to you in electronic format and the hard copy version available to you on request from Lloyds Bank plc.

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FINAL TERMS

13 January 2016

Lloyds Bank plc

Issue of Regulated £750,000,000 Series 2016-1 Floating Rate Covered Bonds due January 2019

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 and the supplemental Prospectus dated 12 August 2015 and 6 November 2015 (the Prospectus) 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: 2016-1
   (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: Sterling (£)

4. Aggregate Amount of Covered Bonds to be issued: £750,000,000

5. Aggregate Nominal Amount of Covered Bonds admitted to trading:
   (i) Series: 2016-1
   (ii) Tranche: 1

6. Issue Price: 100 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: 14 January 2016

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(ii) Interest Commencement Date: Issue Date

1. (i) Final Maturity Date: 14 January 2019
   (ii) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: 14 January 2020

2. Interest Basis: 3 Month GBP LIBOR +0.370 per cent. Floating Rate from and including the Issue Date to but excluding the Final Maturity Date

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

4. 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 GBP LIBOR +0.370 per cent. per annum Floating Rate.

Interest Payment Dates: 14th day of each month, from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.

Business Days: London.

Business Day Convention: Modified Following Business Day Convention (adjusted)

Day Count Fraction: Actual/365 (Fixed), adjusted

Screen Rate Determination: Applicable

Interest Determination Dates: The first day of each Interest Period

Relevant Screen Page: Reuters Screen LIBOR01 (or any replacement thereto)

1. Put/Call Options: Not Applicable

2. Date of Board approval for issuance of Covered Bonds and Covered Bond Guarantee obtained: 26 November 2015 in respect of the Issuer and 8 January 2016 in respect of the LLP

3. Listing: London

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Covered Bond Provisions: Not Applicable

2. Floating Rate Covered Bond Provisions: Applicable

(i) Specified Interest Payment Date(s): 14 April, 14 July, 14 October and 14 January of each year, to and including the Final Maturity Date. The first Interest Payment Date shall be 14 April 2016.

(ii) Business Day Convention: Modified Following Business Day Convention

(iii) Additional Business Centre(s): Not Applicable

(iv) Manner in which the Rate(s) of Interest is/are to be determined: Screen Rate Determination

(v) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Principal): Not Applicable

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Paying Agent):

(vi) Screen Rate Determination: Applicable
- Reference Rate and Relevant Financial Centre: Reference Rate: 3 Month GBP LIBOR in respect of the Specified Currency
- Interest Determination Date(s): Relevant Financial Centre: London
- Relevant Screen Page: Reuters Screen LIBOR01 (or any replacement thereto)
(vii) ISDA Determination: Not Applicable
(viii) Margin(s): +0.370 per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/365 (Fixed), adjusted

1. 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 Nominal Amount
4. Early Redemption 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: £1,000 per Calculation Amount

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: Not Applicable

Instalment Amount(s): Not Applicable
Instalment Date(s): Not Applicable
28. Redenomination: Not Applicable

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Signed on behalf of Lloyds Bank plc

By: Gavin Parker
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 has been 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 14 January 2016

(ii) Estimate of total expenses related to admission to trading:
£3,600

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. The Lead Manager and its 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:
XS1342484919

(ii) Common Code:
134248491

(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

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