Lloyds Banking Group PLC — Capital/Financing Update 2016

Feb 2, 2016

EXECUTION VERSION

Final Terms dated as of 3 February 2016

Lloyds Bank plc

Issue of U.S.$360,000,000 Zero Coupon Callable Notes due 2046 under the Global Medium Term Note Programme

PART A — CONTRACTUAL TERMS

These Final Terms constitute Issue Terms for the purposes of the Base General Conditions. Terms used herein shall be deemed to be defined as such for the purposes of the Base Conditions set forth in the Prospectus dated 9 April 2015 and the supplemental prospectuses dated 11 May 2015, 12 August 2015 and 5 November 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental prospectuses are available for viewing at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN.

The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

1. Issuer: Lloyds Bank plc
2. Series Number: WMTN0220
3. Specified Currency: United States Dollars (“U.S.$”)
4. Aggregate Nominal Amount: U.S.$360,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: U.S.$1,000,000
   (ii) Calculation Amount: U.S.$1,000,000
7. (i) Issue Date: 3 February 2016
   (ii) Trade Date: 19 January 2016
8. Maturity Date: 3 February 2046
9. Business Day Convention: Modified Following Business Day Convention (Unadjusted)
10. Business Centre(s): London, New York and Taipei
11. Calculation Agent: Société Générale
12. Alternative Currency Equivalent: Not Applicable
13. Synthetic Currency Asset Conditions: Not Applicable

A31188191

---

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14 Fixed Rate Note Provisions Not Applicable
15 Floating Rate Note Provisions Not Applicable
16 Zero Coupon Note Provisions Applicable
(i) Amortisation Yield: 4.60 per cent. per annum
(ii) Amortisation Yield compounding basis Compounded annually
(iii) Day Count Fraction: 30/360

17 Index Linked Interest Provisions Not Applicable
18 Inflation Linked Interest Provisions Not Applicable
19 Currency Linked Interest Provisions Not Applicable
20 Commodity Linked Interest Provisions Not Applicable
21 Rate Linked Interest Provisions Not Applicable
22 Multi-Asset Basket Linked Interest Provisions Not Applicable
23 Structured Floating Rate Coupon Not Applicable
24 Inverse Floating Rate Coupon Not Applicable
25 Fixed Rate Step-Up/Step-Down Coupon Not Applicable
26 Fixed to Floating Coupon Not Applicable
27 Floating to Fixed Coupon Not Applicable
28 Fixed to Floating Switchable Coupon Not Applicable
29 Floating to Fixed Switchable Coupon Not Applicable
30 Fixed Rate Range Accrual Coupon Not Applicable
31 Floating Rate Range Accrual Coupon Not Applicable
32 Fixed Rate Dual Range Accrual Coupon Not Applicable
33 Floating Rate Dual Range Accrual Coupon Not Applicable
34 Digital Coupon Not Applicable
35 Inflation-Linked Coupon Not Applicable
36 Inflation Protected Coupon Not Applicable
37 Performance Coupon Not Applicable
38 Annualised Performance Coupon Not Applicable

PROVISIONS RELATING TO REDEMPTION

39 Put/Call Options Call Option
40 Call Option Applicable
(i) Optional Redemption Date(s): On 3 February every year from, and including, 3

A31188191

---

February 2024 to, and including 3 February 2045, subject, in each case to adjustment in accordance with the Modified Following Business Day Convention

(ii) Optional Redemption Amount(s):

The Optional Redemption Amount expressed as a percentage of the Aggregate Nominal Amount (column 2) and as an amount in USD per Specified Denomination (column 3) is set out below alongside the applicable Optional Redemption Date (column 1)

Optional Redemption Date (1)	Optional Redemption Price (2)	Redemption in USD per Specified Denomination (3)
03-Feb-24	143.302404%	1,433,024.04
03-Feb-25	149.894315%	1,498,943.15
03-Feb-26	156.789453%	1,567,894.53
03-Feb-27	164.001768%	1,640,017.68
03-Feb-28	171.545849%	1,715,458.49
03-Feb-29	179.436958%	1,794,369.58
03-Feb-30	187.691058%	1,876,910.58
03-Feb-31	196.324847%	1,963,248.47
03-Feb-32	205.355790%	2,053,557.90
03-Feb-33	214.802156%	2,148,021.56
03-Feb-34	224.683056%	2,246,830.56
03-Feb-35	235.018476%	2,350,184.76
03-Feb-36	245.829326%	2,458,293.26
03-Feb-37	257.137475%	2,571,374.75
03-Feb-38	268.965799%	2,689,657.99
03-Feb-39	281.338226%	2,813,382.26
03-Feb-40	294.279784%	2,942,797.84
03-Feb-41	307.816654%	3,078,166.54
03-Feb-42	321.976220%	3,219,762.20
03-Feb-43	336.787126%	3,367,871.26
03-Feb-44	352.279334%	3,522,793.34
03-Feb-45	368.484184%	3,684,841.84

(iii) If redeemable in part: Not Applicable
(iv) Call Option Business Centre(s): London, New York and Taipei

A31188191

---

(v) Notice period: Not less than five (5) business days

41 Put Option Not Applicable

42 Target Auto Redemption Not Applicable

43 Autocall Not Applicable

44 Final Redemption Amount U.S.$3,854,344.56 per Calculation Amount

45 Early Redemption Amount

Early Redemption Amount(s): Amortised Face Amount in accordance with Condition 7(b)(i) of the Base General Conditions

46 Unwind Costs: Applicable

47 Expenses Not Applicable

48 Index Linked Redemption Provisions Not Applicable

49 Inflation Protected Redemption Provisions Not Applicable

50 Currency Linked Redemption Provisions Not Applicable

51 Commodity Linked Redemption Provisions Not Applicable

52 Rate Linked Redemption Provisions Not Applicable

53 Multi-Asset Basket Linked Redemption Provisions Not Applicable

54 Performance Redemption Not Applicable

55 Performance Plus Downside Redemption Not Applicable

56 Performance Plus Conditional Downside Redemption Not Applicable

57 Absolute Performance Redemption Not Applicable

58 Reverse Convertible Redemption Not Applicable

59 Reverse Convertible Plus Conditional Downside Redemption Not Applicable

60 Inflation Protected Redemption Not Applicable

61 Dual Currency Redemption Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

62 Form of Notes Bearer Notes - Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

63 New Global Note No

64 Additional Disruption Events Not Applicable

A31188191

---

65 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature) Not Applicable
66 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made Not Applicable

DISTRIBUTION

67 U.S. Selling Restrictions Reg S Category 2; TEFRA D

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required for issue and admission to trading of the Notes described herein pursuant to the Global Medium Term Note Programme of Lloyds Bank plc and Lloyds Banking Group plc.

Signed on behalf of the Issuer:

By:

Duly authorised

A31188191

---

PART B — OTHER INFORMATION

1 LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading:
Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on both (i) the Official List of the UK Listing Authority and to be admitted to trading on the regulated market of the London Stock Exchange with effect from 3 February 2016, and (ii) the Taipei Exchange in the Republic of China (“TPEx”) for the listing and trading of the Notes on the TPEx. TPEx is not responsible for the content of this document and the Prospectus and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of this document and the Prospectus and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document and the Prospectus and any supplement or amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. Effective date of listing of the Notes on the TPEx is on or about 3 February 2016.

(ii) Estimate of total expenses related to admission to trading:
GBP 3,600 + VAT in relation to admission to trading of the Notes on the regulated market of the London Stock Exchange and NTD 15,000 in relation to the listing and trading of the Notes on the TPEx.

2 RATING

Ratings:
The Notes to be issued have not been rated.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

“Save as discussed in “Selling Restrictions”, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.”

4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer:
General corporate purposes

(ii) Estimated net proceeds:
U.S.$360,000,000

A31188191

---

(iii) Estimated total expenses: Not Applicable

5 OPERATIONAL INFORMATION

ISIN Code: XS1350943400

Common Code: 135094340

Swiss Securities Number Not Applicable (Valorenummer):

WKN Number (Wertpapierkennnummer): Not Applicable

Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Delivery: Delivery against payment

Names and addresses of additional Paying Not Applicable Agent(s) (if any):

6 INDEX DISCLAIMER Not Applicable

A31188191

---

^{}[]