Lloyds Banking Group PLC — Capital/Financing Update 2021

Nov 5, 2021

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SUPPLEMENTARY PROSPECTUS DATED 29 OCTOBER 2021
TO THE PROSPECTUSES SET OUT IN THE SCHEDULE HERETO

LLOYDS BANK plc

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

This Supplement (this “Supplement”) to the prospectuses listed in the Schedule hereto,each of which, as supplemented by the supplementary prospectus dated 30 July 2021, such supplement and each prospectus together comprising a base prospectus (together, the “Prospectuses”, and each a “Prospectus”) for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation, and is prepared in connection with the Programmes (as defined herein) established by Lloyds Bank plc (the “Bank”).

This Supplement is supplemental to, and should be read in conjunction with, the Prospectuses 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 Prospectuses.

The Bank accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Bank the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of this Supplement

The purpose of this Supplement is to:

1. incorporate by reference in each of the Prospectuses the Q3 2021 Interim Management Statement (as defined in this Supplement), which was published via the RNS on 28 October 2021;
2. make certain amendments to the Terms and Conditions of the Notes in each of the Prospectuses;
3. make certain changes to the “Directors of the Bank” section of each Prospectus; and
4. update the no significant change statement of the Bank and its subsidiary and associated undertakings (the “Lloyds Bank Group”).
5. Documents Incorporated by Reference

By virtue of this Supplement, the unaudited Q3 2021 Interim Management Statement of the Bank for the nine months ended 30 September 2021 (RNS Number 6107Q) (the “Q3 2021 Interim Management Statement”), which has previously been filed with the Financial Conduct Authority shall be deemed to be incorporated in, and form part of, each of the Prospectuses and to supplement the section entitled “Documents Incorporated by Reference” in each of the Prospectuses.

Any documents themselves incorporated by reference in the Q3 2021 Interim Management Statement shall not form part of the Prospectuses, unless specified otherwise here.

1. Terms and Conditions of the Notes

The definition of “Relevant Number” in Condition 4(c)(ii)(B)(II)(i) of the Terms and Conditions of the Notes in the Prospectus for the EMTN Programme shall be deleted and replaced with the following:

“Relevant Number” shall, unless otherwise specified in the applicable Final Terms, be five in the case of the SONIA Compounded Index, the SARON Compounded Index and the SOFR Compounded Index;

The definition of “SOFR” in Condition 4(l) of the Terms and Conditions of the Notes in the Prospectus for the EMTN Programme shall be deleted and replaced with the following:

“SOFR” unless the context otherwise requires, means, in respect of any Business Day, a reference rate equal to the daily Secured Overnight Financing Rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed’s Website, in each case on or about 3:00 p.m. (New York City Time) on the Business Day immediately following such Business Day.

Limb (xi) of the definition of “Reference Rate” in Condition 2 of the Base General Conditions of the Notes in the Prospectus for the GMTN Programme shall be deleted and replaced with the following:

(xi) the Secured Overnight Financing Rate (“SOFR”) as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed’s Website, in each case on or about 3:00p.m. (New York City Time) on the Business Day immediately following the Business Day in respect of which the rate is provided;

The definition of “Relevant Number” in Condition 5(b)(B)(II)(i) of the Base General Conditions of the Notes in the Prospectus for the GMTN Programme shall be deleted and replaced with the following:

“Relevant Number” shall, unless otherwise specified in the applicable Issue Terms, be five in the case of the SONIA Compounded Index, the SARON Compounded Index and the SOFR Compounded Index;

The definition of “Relevant Number” in Condition 4.3(b)(B)(II)(i) of the Rate Linked Asset Conditions in the Prospectus for the GMTN Programme shall be deleted and replaced with the following:

“Relevant Number” shall, unless otherwise specified in the applicable Issue Terms, be five in the case of the SONIA Compounded Index, the SARON Compounded Index and the SOFR Compounded Index;

Limb (xi) of the definition of “Reference Rate” in Condition 4.7 of the Rate Linked Asset Conditions in the Prospectus for the GMTN Programme shall be deleted and replaced with the following:

(xi) the Secured Overnight Financing Rate (“SOFR”) as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed’s Website, in each case on or about 3:00 p.m. (New York City Time) on the Business Day immediately following the Business Day in respect of which the rate is provided;

1. Directors of the Bank Changes

The section entitled “Directors of the Bank” on page 143 of the Prospectus for EMTN Programme shall be updated as set out below:

Nick Prettejohn retired as a non-executive director of the Bank on 30 September 2021 and Stuart Sinclair, has notified the Board that he will retire at the 2022 Annual General Meeting of the Bank.

The section entitled “Directors of the Bank” on page 649 of the Prospectus for GMTN Programme shall be updated as set out below:

Nick Prettejohn retired as a non-executive director of the Bank on 30 September 2021 and Stuart Sinclair, has notified the Board that he will retire at the 2022 Annual General Meeting of the Bank.

1. No significant change of the Lloyds Bank Group

The no significant change of the Lloyds Bank Group statement at paragraph 3 on (i) page 190 of the EMTN Programme Prospectus; and (ii) page 673 of the GMTN Programme Prospectus, is updated as set out below:

There has been no significant change in the financial position or financial performance of the Lloyds Bank Group since 30 September 2021, the date to which the Lloyds Bank Group’s last published unaudited interim financial information (as set out in the Bank’s Q3 2021 Interim Management Statement) was prepared.

Copies of this Supplement and all documents incorporated by reference in this Supplement can be viewed on the website of the Bank at www.lloydsbankinggroup.com.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the relevant Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the relevant Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no other significant new factor, material mistake or material inaccuracy relating to information included in each of the Prospectuses has arisen or been noted, as the case may be, since the publication of each of the Prospectuses.

Schedule
List of Prospectuses

EMTN Programme Prospectus

• Prospectus dated 2 July 2021 relating to the Lloyds Bank plc £35,000,000,000 Euro Medium Term Note Programme (the “EMTN Programme”).

GMTN Programme Prospectus

• Prospectus dated 2 July 2021 relating to the Lloyds Bank plc £25,000,000,000 Global Medium Term Note Programme (the “GMTN Programme”, together with the EMTN Programme, the “Programmes”).