Lloyds Banking Group PLC — Capital/Financing Update 2016

Oct 26, 2016

SUPPLEMENTARY PROSPECTUS DATED SUPPLEMENTARY PROSPECTUS SUPPLEMENTARY 26 October 2016

(incorporated in England with limited liability with registered number 2065) England with limited liability

LLOYDS BANKING GROUP plc LLOYDS BANKING GROUP

(incorporated in Scotland with registered number 95000) with limited liability

£5,000,000,000

Low Denomination Euro Medium Term Note Programme Medium

This Supplement (the " prospectus dated 29 July 2016 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 " with the £5,000,000,000 established by Lloyds Bank plc (the " 29 purposes Article of 87G the This (the Supplement prospectus 2016, which purposes of Section (the with the £5,000,000,000 Low Denomination no legal no LLOYDS BANK plc ") to the prospectus dated , together Low Bank") and Lloyds Banking Group plc (the " together constitute a base prospectus Euro Medium Term Note Programme (the " plc (the "17 May 2016 a FSMA and the supplementary (the "Prospectus ") and is prepared in connection Company supplementary ") for connection Programme "). the the ")

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 reference Supplement defined established This and documents but herein the To ensure information contained in this Supplement is in accordance with the facts and Prospectus. uro Term and (having taken all reasonable care to

Each of t To the best of the knowledge of ensure that such is the case) the does not omit anything likely to affect the import of such information. the Bank and the Company best not omit affect the The purpose of this incorporate by reference into the Prospect does to affect and accepts responsibility for the information contained in this Supplement. each of the Bank contained and for Supplement. the and the Company to

Purpose of this Supplement Purpose

The purpose of this Supplement is to to:

• (a) the Company's were published via the RNS on The this Supplement Q3 2016 Interim Management Statement 26 October Prospectus the Bank's Q3 2016 Interim Management Statement and 2016; Management and (each as defined in this Supplement), which which
• (b) update the no governmental, legal or arbitration proceedin the Bank; and governmental, legal arbitration the the proceedings statement of gs the Lloyds Bank Group and
• (c) update the no governmental, legal or arbitration proceedings statement of the Group and the Company.

(a) Documents Incorporated by Reference

By virtue of this Supplement, the following documents, which have previously been filed with the Financial Conduct Authority, shall be deemed to be incorporated in, and form part of, the Prospectus and supplement the section entitled "Documents Incorporated by Reference" on page 80 of the Prospectus:

• (a) the unaudited Q3 2016 Interim Management Statement of the Bank (the "Bank's Q3 2016 Interim Management Statement") for the nine months ended 30 September 2016; and
• (b) the unaudited Q3 2016 Interim Management Statement of the Company (the "Company's Q3 2016 Interim Management Statement") for the nine months ended 30 September 2016.

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

General Information

(b) No governmental, legal or arbitration proceedings statement of the Lloyds Bank Group and the Bank

The no governmental, legal or arbitration proceedings statement of the Lloyds Bank Group and the Bank at paragraph 5 on page 228 of the Prospectus is supplemented as set out below:

Save as disclosed in (i) the sub-section entitled "Review" on page 1 of the Bank's Q3 2016 Interim Management Statement in relation to the £1 billion provision for PPI to cover further operating costs and redress including the impact of the proposed June 2019 deadline, and, the further £100 million provision in respect of packaged bank accounts, (ii) the sub-section entitled "Mortgage arrears handling activities" on page 28 of the 2016 Half-Year Management Report and (iii) the sub-sections entitled "Interchange fees", "Payment Protection Insurance", "Investigation and litigation relating to interbank offered rates, and other references rates", "Litigation in relation to insurance branch business in Germany", "Interest rate hedging products", "Provisions for other legal actions and regulatory matters", "UK shareholder litigation", "Financial Services Compensation Scheme", "Tax authorities" and "Residential mortgage repossessions" of the section "Lloyds Banking Group and Lloyds Bank – Legal Actions and Regulatory Matters" on pages 151 to 157 of the Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Bank is aware) during the 12 months preceding the date of this Supplement, which may have or have had in the recent past, significant effects on the financial position or profitability of the Bank or Lloyds Bank Group.

(c) No governmental, legal or arbitration proceedings statement of the Group and the Company

The no governmental, legal or arbitration proceedings statement of the Group and the Company at paragraph 6 on pages 228 to 229 of the Prospectus is supplemented as set out below:

Save as disclosed in (i) the sub-section entitled "Statutory Profit" on page 6 of the Company's Q3 2016 Interim Management Statement in relation to the £1 billion provision for PPI to cover further operating costs and redress including the impact of the proposed June 2019 deadline, and, the further £100 million provision in respect of packaged bank accounts, (ii) the sub-section entitled "Mortgage arrears handling activities" on page 78 of the 2016 Half-Year Results and (iii) the sub-sections entitled "Interchange fees", "Payment Protection Insurance", "Investigation and litigation relating to interbank offered rates, and other references rates", "Litigation in relation to insurance branch business in Germany", "Interest rate hedging products", "Provisions for other legal actions and regulatory matters", "UK shareholder litigation", "Financial Services Compensation Scheme", "Tax authorities" and "Residential mortgage repossessions" of the section "Lloyds Banking Group and Lloyds Bank – Legal Actions and Regulatory Matters" on pages 151 to 157 of the Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Company is aware) during the 12 months preceding the date of this Supplement, which may have or have had in the recent past, significant effects on the financial position or profitability of the Company or the Group.

The Bank and the Company 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 either the Bank at its principal office at 25 Gresham Street, London, EC2V 7HN or to the Company at its principal office at The Mound, Edinburgh, EH1 1YZ. Copies of all documents incorporated by reference in this Supplement can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/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.