Lloyds Banking Group PLC — Capital/Financing Update 2018

Mar 26, 2018

EXECUTION VERSION

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Covered Bonds are not intended to be offered, sold or otherwise made available to and 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 as amended (MiFID II); (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; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

26 March 2018

Lloyds Bank plc

Issue of Regulated £1,000,000,000 Series 2018-3 Floating Rate Covered Bonds due March 2023

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 30 March 2017 and the supplemental prospectuses dated 27 April 2017, 27 July 2017, 25 October 2017 and 13 March 2018 (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: 2018-3
   (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: £1,000,000,000

5. Aggregate Nominal Amount of Covered Bonds admitted to trading: £1,000,000,000

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(i) Series: 2018-3
(ii) Tranche: 1

1. Issue Price: 100 per cent. of the aggregate nominal amount

2. (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

1. (i) Issue Date: 27 March 2018
   (ii) Interest Commencement Date: Issue Date

2. (i) Final Maturity Date: Interest Payment Date falling on or nearest to 27 March 2023
   (ii) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: Interest Payment Date falling on or nearest to 27 March 2024

3. Interest Basis: 3 Month GBP ICE LIBOR + 0.25 per cent. Floating Rate from and including the Issue Date to but excluding the Final Maturity Date

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

5. 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 ICE LIBOR + 0.25 per cent. per annum Floating Rate.

Interest Payment Dates: 27th day of each month, from and including 27 April 2023, to and including the Extended Due for Payment Date.

Business Days: London.

Business Day Convention: Modified Following Business Day Convention

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

Screen Rate Determination: Applicable

Interest Determination Dates: The first day of each relevant 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: 29 November 2017 in respect of the Issuer and 23 March 2018 in respect of the LLP

3. Listing: London

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Covered Bond Provisions: Not Applicable

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3

1. Floating Rate Covered Bond Provisions
   Applicable

(i) Specified Interest Payment Date(s):
27 June, 27 September, 27 December and 27 March of each year, to and including the Final Maturity Date. The first Interest Payment Date shall be 27 June 2018.

(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 GBP ICE LIBOR in respect of the Specified Currency
Relevant Financial Centre: London
- Interest Determination Date(s):
The first day of each relevant Interest Period
- Relevant Screen Page:
Reuters Screen LIBOR01 (or any replacement thereto)

(vii) ISDA Determination:
Not Applicable

(viii) Margin(s):
+ 0.25 per cent. per annum

(ix) Minimum Rate of Interest:
Zero per cent. per annum

(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
   £1,000 per Calculation 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

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1. Additional Financial Centre(s) or other special provisions relating to payment dates: Not Applicable
2. Talons for future Coupons or Receipts to be attached to Definitive Covered Bonds (and dates on which such Talons mature): No
3. 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: PETER GREEN
Duly authorised

Signed on behalf of Lloyds Bank Covered Bonds
LLP

By: GARY STAINES
Duly authorised

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5

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 the Issue Date

(ii) Estimate of total expenses related to admission to trading:
£3,650

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. HSBC Bank plc, Lloyds Bank plc, RBC Europe Limited and The Toronto-Dominion Bank and their respective 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: XS1797949937
(ii) Common Code: 179794993
(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
(vi) Intended to be held in a manner which would allow Eurosystem eligibility:
Yes. Note that the designation "yes" means that the Covered Bonds are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Covered Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.