Lloyds Banking Group PLC — Capital/Financing Update 2016

Jun 21, 2016

FINAL TERMS

20 June 2016

Lloyds Bank plc

Issue of Regulated £75,000,000 Series 2014-3 Tranche 6 Floating Rate Covered Bonds due 2019 to be consolidated and form a single Series with the issue of £250,000,000 Series 2014-3 Tranche 1 Floating Rate Covered Bonds due 2019 issued on 18 July 2014, £100,000,000 Series 2014-3 Tranche 2 Floating Rate Covered Bonds due 2019 issued on 28 August 2015, £105,000,000 Series 2014-3 Tranche 3 Floating Rate Covered Bonds due 2019 issued on 27 May 2016, £100,000,000 Series 2014-3 Tranche 4 Floating Rate Covered Bonds due 2019 issued on 8 June 2016 and £75,000,000 Series 2014-3 Tranche 5 Floating Rate Covered Bonds due 2019 issued on 16 June 2016

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 7 April 2014 (as supplemented on 15 May 2014) which are incorporated by reference into the Prospectus dated 31 March 2016 and the supplemental Prospectus dated 16 May 2016, which together constitute a base prospectus (the 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 dated 31 March 2016 and the supplemental Prospectus dated 16 May 2016. 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: 2014-3
   (ii) Tranche Number: 6, to be fungible from 40 days after the Issue Date with the £75,000,000 Series 2014-3 Tranche 5 Floating Rate Covered Bonds due 2019 issued on 16 June 2016, £100,000,000 Series 2014-3 Tranche 4 Covered Bonds due 18 July 2019 issued on 8 June 2016, £105,000,000 Series 2014-3 Tranche 3 Covered Bonds due 18 July 2019 issued on 27 May 2016, £100,000,000 Series 2014-3 Tranche 2 Covered Bonds due 18 July 2019 issued on 28 August 2015 and £250,000,000 Series 2014-3 Tranche 1 Covered Bonds due 18 July 2019 issued on 18 July 2014.
   (iii) Series which Covered Bonds will be consolidated and form a single Series with: Series 2014-3 Tranche 1, Series 2014-3 Tranche 2, Series 2014-3 Tranche 3, Series 2014-3 Tranche 4 and Series 2014-3 Tranche 5
   (iv) Date on which the Covered Bonds will be consolidated and form a single Series with the Series

The date falling 40 days after the Issue Date

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specified above;

1. Specified Currency or Currencies: Sterling (£)
2. Aggregate Amount of Covered Bonds to be issued: £75,000,000
3. Aggregate Nominal Amount of Covered Bonds admitted to trading:
   (i) Series: £705,000,000
   (ii) Tranche: £75,000,000
4. Issue Price: 99.778799 per cent. of the aggregate nominal amount
5. (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
6. (i) Issue Date: 21 June 2016
   (ii) Interest Commencement Date: 18 April 2016
7. (i) Final Maturity Date: 18 July 2019
   (ii) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: 18 July 2020
8. Interest Basis: 3 Month GBP LIBOR + 0.30 per cent. Floating Rate from and including 18 April 2016 to but excluding the Final Maturity Date
9. Redemption/Payment Basis: 100 per cent. of the nominal value
10. 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 + 0.30 per cent. per annum Floating Rate.
    Interest Payment Dates: 18th 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 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)
11. Put/Call Options: Not Applicable

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1. Date of Board approval for issuance of Covered Bonds and Covered Bond Guarantee obtained: 26 November 2015 in respect of the Issuer and 27 January 2016 in respect of the LLP

2. 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): 18 January, 18 April, 18 July and 18 October of each year, to and including the Final Maturity Date (provided however that prior to the Extension Determination Date, the Specified Interest Payment Date shall be no more frequent than quarterly, and provided further that after the Extension Determination Date, the Interest Payment Date shall be monthly). The first Interest Payment Date shall be 18 July 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 Paying Agent): Not Applicable

(vi) Screen Rate Determination: Applicable

• Reference Rate and Relevant Financial Centre: Reference Rate: 3 month LIBOR in respect of the Specified Currency

• Interest Determination Date(s): Relevant Financial Centre: London

• Interest Determination Date(s): The first day of each Interest Period

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

(vii) ISDA Determination: Not Applicable

(viii) Margin(s): +0.30 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

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22. 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

| 23. | 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 |
| --- | --- | --- |
| 24. | New Global Covered Bond: | Yes |
| 25. | Additional Financial Centre(s) or other special provisions relating to payment dates: | Not Applicable |
| 26. | Talons for future Coupons or Receipts to be attached to Definitive Covered Bonds (and dates on which such Talons mature): | No |
| 27. | Details relating to Instalment Covered Bonds: | Not Applicable |
| | Instalment Amount(s): | Not Applicable |
| | Instalment Date(s): | Not Applicable |
| 28. | Redenomination: | Not Applicable |

Signed on behalf of Lloyds Bank plc

By:
Duly authorised

Signed on behalf of Lloyds Bank Covered Bonds

By:
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 21 June 2016

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

1. RATINGS

Ratings: The Covered Bonds to be issued have been initially rated:

Fitch: AAA

Moody's: Aaa

1. 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.

1. OPERATIONAL INFORMATION:

(i) ISIN: XS1435274763 (to become fungible with XS1088953903 on 40 days after settlement)

(ii) Common Code: 143527476 (to become fungible with 108895390 on 40 days after settlement)

(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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