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Lloyds Banking Group PLC Capital/Financing Update 2017

Jun 21, 2017

4691_rns_2017-06-21_5cf614d7-a638-41aa-b5cb-d35c6c051ac6.pdf

Capital/Financing Update

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PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date. should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Final Terms dated 19 June 2017

Lloyds Banking Group plc

Issue of €1,000,000,000 Floating Rate Notes due 2024 under the £25,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") contained in the Trust Deed dated 30 March 2017 and set forth in the Prospectus dated 30 March 2017 and the supplemental Prospectus dated 27 April 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) and amendments thereto, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (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 Company and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and the supplemental Prospectus are available for viewing at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Lloyds Banking Group plc, The Mound, Edinburgh EH1 1YZ.

1 lssuer: Lloyds Banking Group plc (the "Company")
2 (i) Series Number: LBG0001
(ii) Tranche Number:
3 Specified Currency: Euro ("€")
$\overline{4}$ Aggregate Nominal Amount: €1,000,000,000
5 Issue Price: 100.000 per cent. of the Aggregate Nominal Amount
6 (i) Specified Denominations: €100,000 and integral multiples of $€1,000$ in excess
thereof up to and including €199,000. No Notes in
definitive form will be issued with a denomination
above €199,000
(ii) Calculation Amount: €1,000
7 (i) Issue Date: 21 June 2017
(ii) Interest Commencement
Date:
Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to 21
June 2024
9 Interest Basis: 3 month EURIBOR + 0.78 per cent. Floating Rate
10 Redemption Basis: Redemption at par
11 Change of Interest or
Redemption/Payment Basis:
Not Applicable
12 Alternative Currency Equivalent: Not Applicable
13 Put/Call Options: Not Applicable
14 Status of the Notes: Senior
15 Senior Notes Waiver of Set-off: Applicable
16 Restricted Events of Default: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17 Fixed Rate Note Provisions Not Applicable
18 Fixed Rate Reset Note
Provisions
Not Applicable
19 Floating Rate Note Provisions Applicable
(i) Interest Period(s): As set out in the Conditions
(ii) Specified Interest
Payment Dates:
21 March, 21 June, 21 September and 21
December in each year, commencing 21 September
2017 up to, and including, the Maturity Date, subject
in each case to adjustment in accordance with the
Business Day Convention set out in (iv) below
(iii) Interest Period Date: Each Specified Interest Payment Date
(iv) Business Day Convention: Modified Following Business Day Convention
(v) Business Centre(s): London and TARGET

$\ddot{\phantom{0}}$

(vi) Manner in which the
Rate(s) of Interest is/are to
be determined:
Screen Rate Determination
(vii) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Issuing and Paying Agent):
Citibank, N.A., London Branch
(viii) Screen Rate
Determination:
Applicable
Reference Rate: 3 month EURIBOR
Interest Determination
$Date(s)$ :
Two TARGET Business Days prior to the first day in
each Interest Accrual Period
Relevant Screen Page: Reuters EURIBOR01
Relevant Time: 11.00 a.m. (Brussels time)
(ix) ISDA Determination: Not Applicable
(x) Linear Interpolation: Not Applicable
(xi) Margin(s): + 0.78 per cent. per annum
(xii) Minimum Rate of Interest: Not Applicable
(xiii) Maximum Rate of Interest: Not Applicable
(xiv) Day Count Fraction: Actual/360
20 Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
21 Call Option Not Applicable
22 Put Option Not Applicable
23 Capital Disqualification Event
Call
Not Applicable
24 Loss Absorption
Disqualification Event Call
Applicable
Loss Absorption Disqualification
Event - Partial Exclusion:
Applicable
25 Final Redemption Amount €1,000 per Calculation Amount
26 Early Redemption Amount
Early Redemption Amount(s)
payable on redemption for
taxation reasons, following a
Capital Disqualification Event or
on event of default or other early
redemption:
€1,000 per Calculation Amount
27 Capital Disqualification Event
Substitution and Variation
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28 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
29 New Global Note: Yes
30 Additional Financial Centre(s) or
other special provisions relating
to payment dates:
London and TARGET
31 Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons
mature):
Yes
DISTRIBUTION
32 U.S. Selling Restrictions: Reg S Category 2; TEFRA D
Signed on behalf of the Company:
dos

By: Duly authorised

PART B - OTHER INFORMATION

$\overline{1}$ LISTING

$\overline{2}$

Listing: $(i)$ London (ii) Admission to trading: Application is expected to be made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from 21 June 2017 (iii) Estimate of total expenses £4.380 related to admission to trading: RATINGS Ratings: The Notes to be issued have been rated:

S&P: BBB+ Moody's: Baa1 Fitch: A+

$\overline{3}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Company is aware, no person involved in the issue of the Notes has an interest material to the issue.

$\overline{4}$ HISTORIC INTEREST RATES

Details of historic EURIBOR rates can be obtained from Reuters.

5 OPERATIONAL INFORMATION

ISIN Code: XS1633845158
Common Code: 163384515
Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking, S.A. and the
relevant identification number(s):
Not Applicable
Delivery: Delivery against payment
Names and addresses of
additional Paying Agent(s) (if any):
Not Applicable
Name and address of Calculation
Agent:
Citibank, N.A., London Branch
Canada Square
Canary Wharf
London E14 5LB