FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 OR 15d-16
UNDER the Securities
Exchange Act of 1934
For June 5, 2024
Commission File Number: 001-15246
LLOYDS BANKING GROUP PLC
5th
Floor
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F __X__ Form 40-F _____
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXPLANATORY NOTE
In connection with the issuance by Lloyds Banking Group plc of $1,500,000,000
aggregate principal amount of 5.721% Senior Callable Fixed to Fixed Rate Notes due 2030, Lloyds Banking Group plc is filing the following
documents solely for incorporation into the Registration Statement on Form F-3ASR (File No. 333-265452):
Exhibit List
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LLOYDS BANKING GROUP PLC
(Registrant) |
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Dated: |
June 5, 2024 |
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By: |
/s/ Claire-Elizabeth Padley |
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Name: |
Claire-Elizabeth Padley |
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Title: |
Managing Director Capital and Term Funding |
Exhibit 4.1
LLOYDS BANKING GROUP PLC
as Issuer,
THE BANK OF NEW YORK MELLON,
acting through its London Branch
as Trustee
and Paying Agent
and
THE BANK OF NEW YORK MELLON
SA/NV, DUBLIN BRANCH,
as
Senior Debt Security Registrar
NINETEENTH SUPPLEMENTAL INDENTURE
dated as of June
5, 2024
to
THE SENIOR DEBT SECURITIES INDENTURE
dated as of July
6, 2010
NINETEENTH SUPPLEMENTAL
INDENTURE (“Nineteenth Supplemental Indenture”), dated as of June 5, 2024, between LLOYDS BANKING GROUP PLC, a corporation
incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE BANK OF NEW YORK MELLON, acting
through its London Branch, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”)
and THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as senior debt security registrar (the “Senior Debt Security Registrar”).
WITNESSETH
WHEREAS,
the Company and the Trustee have executed and delivered a Senior Debt Securities Indenture dated as of July 6, 2010, as amended by the
First Supplemental Indenture dated as of July 6, 2016 (the “Senior Indenture,” and together with this Nineteenth Supplemental
Indenture, the “Indenture”) to provide for the issuance of the Company’s Senior Debt Securities, including the
Securities (as defined below).
WHEREAS,
Section 9.01(d) of the Senior Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Senior
Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Senior Indenture, subject to certain conditions;
WHEREAS,
Section 9.01(f) of the Senior Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms
or terms of Senior Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Senior Indenture without the consent
of Holders;
WHEREAS,
there are no debt securities Outstanding of any series created prior to the execution of this Nineteenth Supplemental Indenture which
are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;
WHEREAS,
the Board of Directors has authorized the entry into this Nineteenth Supplemental Indenture, as required by Section 9.01 of the Senior
Indenture;
WHEREAS,
the parties hereto desire to establish, as further series of Senior Debt Securities under the Senior Indenture, $1,500,000,000 5.721%
Senior Callable Fixed-to-Fixed Rate Notes due 2030 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Senior
Indenture. The Securities may be issued from time to time and any Securities issued as part of any series will constitute a single series
of Securities under the Indenture and shall be included in the definition of “Securities” where the context requires;
WHEREAS,
the Company has requested that the Trustee execute and deliver this Nineteenth Supplemental Indenture and whereas all actions required
by it to be taken in order to make this Nineteenth Supplemental Indenture a valid, binding and enforceable instrument in accordance with
its terms, have been taken and performed, and the execution and delivery of this Nineteenth Supplemental Indenture has been duly authorized
in all respects; and
WHEREAS,
where indicated, this Nineteenth Supplemental Indenture shall amend and supplement the Senior Indenture; to the extent that the terms
of the Senior Indenture are inconsistent with such provisions of this Nineteenth Supplemental Indenture, the terms of this Nineteenth
Supplemental Indenture shall govern.
NOW,
THEREFORE, the Company and the Trustee mutually covenant and agree as follows:
Article
1
DEFINITIONS
Section
1.01. Definition of Terms. For all purposes of this Nineteenth Supplemental Indenture:
(a) a
term defined anywhere in this Nineteenth Supplemental Indenture has the same meaning throughout;
(b) capitalized
terms used herein but not otherwise defined shall have the meanings assigned to them in the Senior Indenture;
(c) the
singular includes the plural and vice versa;
(d) headings
are for convenience of reference only and do not affect interpretation;
(e) wherever
the words “include”, “includes” or “including” are used in this Nineteenth Supplemental
Indenture, they shall be deemed to be followed by the words “without limitation”;
(f) the
use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(g) references
to the Senior Indenture or the Nineteenth Supplemental Indenture shall be deemed to include any supplements or amendments thereto; and
(h) for
the purposes of this Nineteenth Supplemental Indenture and the Senior Indenture, the term “series” shall mean a series of
Securities.
Article
2
FORM OF SECURITIES
Section
2.01. Terms of the Securities.
(a) The
title of the Securities shall be the “5.721% Senior Callable Fixed-to-Fixed Rate Notes due 2030”;
(b) The
aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,500,000,000,
except as otherwise provided in the Indenture;
(c) Principal
on the Securities shall be payable on June 5, 2030 (the “Maturity Date”);
(d) The
Securities shall be issued in global registered form on June 5, 2024 (the “Issue Date”).
During
the period from, and including, the Issue Date to, but excluding June 5, 2029 (the “Initial Fixed Rate Period”), interest
shall accrue from the Issue Date at a fixed rate of 5.721% per annum. Interest accrued during the Initial Fixed Rate Period shall be
payable semi-annually in arrears on June 5 and December 5 of each year (each, a “Fixed Rate Interest Payment Date”),
commencing on December 5, 2024.
During
the period from, and including, June 5, 2029 (the “Reset Date”)
to, but excluding, June 5, 2030 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal
to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination
Date (as defined below), plus 107 basis points (1.070%). Interest accrued during the Reset Fixed
Rate Period shall be payable semi-annually in arrears on December 5, 2029 and June 5, 2030 (each, a “Reset Rate Interest Payment
Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).
The
Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or
not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest
and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the
scheduled Maturity Date or date of redemption or repayment.
Interest
during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and,
in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest
Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue
during the period from and after such scheduled Fixed Rate Interest Payment Date.
Interest
during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the
case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed
Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest
will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset
Rate Interest Payment Date.
“Banking
Act” means the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial
Services (Banking Reform) Act 2013, secondary legislation or otherwise).
“Comparable
Treasury Issue” means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the
Company with a maturity date on or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and
having a maturity of one year.
“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date (calculated by the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are
received by the Company, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations
are received by the Company, then such Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury
Dealer.
“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated
in U.S. dollars.
“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset
Determination Date” means the second Business Day immediately preceding the Reset Date.
“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields
on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”),
for the five consecutive business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury
constant maturities” on the Reset Determination Date as of 5:00 p.m. (New York City time), in the applicable most recently published
statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors
of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under
the caption “Treasury Constant Maturities”, for the maturity of one year; provided that if the Yield is not available
through such release (or successor publication) for any relevant business day, then the arithmetic average will be determined based on
the Yields for the remaining business days during the five business day period described above (provided further that if the Yield is
available for only a single business day during such five business day period, the
“U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if such release (or any successor release) is not
published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.
If
the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury
securities having a maturity of one year based on information appearing in the most recently published statistical release designated
“H.15 Daily Update” (or any successor publication by the Board of Governors of the Federal Reserve System and that establishes
yields on actively traded U.S. Treasury securities) as of 5:00 p.m. (New York City time) on the Reset Determination Date.
The
U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent.
All
calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company,
the Trustee, the Paying Agent and on the Holders of the Securities.
All
percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded
upwards).
The
interest rate on the Securities during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law
or lower than 0.00% per annum.
By
its acquisition of Securities or an interest therein, each Holder and beneficial owner of Securities and each subsequent holder and beneficial
owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to
initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the
Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as
the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.
For
the avoidance of doubt, the Trustee shall have the rights set forth in Section 9.03 of the Senior Indenture with respect to any amendment
or alteration of the terms and conditions of the Securities and the Indenture.
(e) No
premium, upon redemption or otherwise, shall be payable by the Company on the Securities;
(f) Principal
of and any interest on the Securities shall be paid to the Holder through The Bank of New York Mellon, acting through its London Branch,
as Paying Agent of the Company;
(g) Subject
to Section 11.11 of the Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered
to the Holders of the Securities (with a copy to the Trustee), the Company may, in its sole discretion, (but subject to, if and to the
extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator
and the Relevant Regulator granting the Company permission), redeem, the Securities, in whole, but not in part, on June 5, 2029 at a
redemption price equal to 100% of the principal amount of the Securities plus any accrued and unpaid interest thereon, if any,
to, but excluding, the date of redemption, as provided in the Senior Indenture;
(h) The
Securities are redeemable pursuant to Section 11.08 of the Indenture. In connection with any redemption of the Securities pursuant to
Section 11.08 of the Indenture, the date referenced therein shall be June 5, 2024;
(i) The
Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision;
(j) The
Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;
(k) The
principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Indenture;
(l) The
Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;
(m) The
Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars;
(n) The
payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in
which the Securities are denominated;
(o) The
Securities shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial
Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(p) The
Securities shall not be initially issued in definitive form;
(q) The
calculation agent (the “Calculation Agent”) for the Securities shall be The Bank of New York Mellon, London Branch
pursuant to the terms of a Calculation Agency Agreement dated as of June 5, 2024;
(r) The
Events of Default on the Securities are as provided for in Section 5.01 of the Indenture;
(s) The
form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto;
(t) The
Company may issue additional Securities (“Additional Securities”) after the date hereof having the same ranking and
same interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date
and first interest payment date, provided that such Additional Securities must be fungible with the outstanding Securities for U.S. federal
income tax purposes. Any such Additional Securities, together with the Securities shall constitute a single series of securities under
the Indenture;
(u) Additional
Amounts in respect of the Securities shall be payable as set forth in the Indenture.
Article
3
ADDITIONAL TERMS APPLICABLE TO THE SECURITIES
Section
3.01. Addition of Definitions. With respect to the Securities only, Section 1.01 of the Senior Indenture is amended to include
the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Bail-in
Legislation” means in relation to a Member State of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time.
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions
and investment firms.
“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation.
“BRRD
Party” means the Senior Debt Security Registrar.
“Business
Day” means any day, other than Saturday or Sunday, that is not a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in the City of New York or the City of London.
“Default”
has the meaning specified in Section 5.03.
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/.
“Group”
means Lloyds Banking Group plc together with its subsidiaries and associated undertakings.
“Loss
Absorption Disqualification Event” shall be deemed to have occurred with respect to the Securities if, as a result of any amendment
to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption
Regulations, in any such case becoming effective on or after the Issue Date of the Securities, such Securities are or (in the opinion
of the Company or the opinion of the Relevant Regulator and/or the relevant U.K. resolution authority) are likely to be fully or partially
excluded from the Company’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss
absorbing capacity instruments, in each case as such minimum requirements are applicable to the Company and/or the Group and determined
in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event
shall not occur where the exclusion of the Securities from the relevant minimum requirement(s) is due to the remaining maturity of the
Securities being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant
Loss Absorption Regulations effective with respect to the Company and/or the Group on the issue date of the Securities.
“Loss
Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom,
the Relevant Regulator, the relevant U.K. resolution authority and/or the Financial Stability Board then applicable in the United Kingdom
including, without limitation to the generality of the foregoing, any regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted or applied
by the Relevant Regulator and/or the relevant U.K. resolution authority from time to time (whether or not such regulations, requirements,
guidelines, rules, standards or policies are applied generally or specifically to the Company or to the Group).
“Relevant
Regulator” means the relevant U.K. resolution authority or such other governmental authority in the United Kingdom (or if the
Company becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with
respect to the Company and/or the Group with respect to prudential and/or resolution matters, as the case may be.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant
BRRD Party.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“Securities”
means the Company’s 5.721% Senior Callable Fixed-to-Fixed Rate Notes due 2030.
“U.K.
bail-in power” means any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time
to time under any laws, regulations, rules or requirements relating to the resolution of financial holding companies, mixed financial
holding companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in
effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws,
regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution
regime under the Banking Act and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company,
credit institution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which
any right in a contract governing such obligations may be deemed to have been exercised.
Section
3.02. Deletion of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety
in Section 1.01 of the Senior Indenture:
“Default
Interest” has the meaning specified in Section 3.07.
“Business
Day” has the meaning specified in Section 3.01.
Section
3.03. Amendment of Definitions. With respect to the Securities only, the definitions of “Corporate Trust Office”
and “Electronic Means” in Section 1.01 of the Senior Indenture are deleted in their entirety and replaced with the following
definitions:
“Corporate
Trust Office” means the office of the Trustee in which its corporate trust business is principally administered, located at
160 Queen Victoria Street, London EC4V 4LA (Attention: Conventional Debt EMEA – Team 4; email: corpsov4@bnymellon.com)
or such other location
as shall be notified to the Company by the Trustee from time to time.
“Electronic
Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available
for use in connection with its services hereunder.
Section
3.04. Notices, Etc. to Trustee and Company. With respect to the Securities only, clause (i) of Section 1.05(a) of the Senior
Indenture is amended and restated in its entirety and shall read as follows:
(i)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if made, given, furnished or filed in writing (which may be via e-mail) to the Trustee at its Corporate Trust Office and the Trustee
agrees to accept and act upon electronic transmission of written instructions pursuant to the Indenture; provided, however, that (x)
the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally
executed instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall
be signed by an authorized representative of the party providing such instructions or directions; or
Section
3.05. Payment; Interest Rights Preserved. With respect to the Securities only, the following Section of the Senior Indenture
is amended and restated in its entirety and shall read as follows:
Section
3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section
3.01 with respect to any series of Senior Debt Securities, interest, if any, on any Senior Debt Securities which is payable, and is paid
or duly provided for, on any Interest Payment Date shall be paid to the Holder (including if held through a Paying Agent of the Company
designated pursuant to Section 3.01) at the close of business on
the Regular Record Date for such interest.
In
the case of Senior Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City
of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by
the payee with, a bank in The City of New York.
In
the case of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to
Section 3.01.
Subject
to the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration
of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights
to interest accrued and unpaid, and to accrue, which were carried by such other Senior Debt Security.
Section
3.06. Execution, Authentication, Delivery and Dating. With respect to the Securities only, the first sentence of the fifth
paragraph of Section 3.03 of the Senior Indenture is amended and restated in its entirety and shall read as follows:
No Senior
Debt Security shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose
unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed
by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Senior Debt Security shall be conclusive
evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered hereunder and that such Senior
Debt Security is entitled to the benefits of this Senior Debt Securities Indenture.
Section
3.07. Events of Default. With respect to the Securities only, Section 5.01 of the Senior Indenture is amended and restated
in its entirety and shall read as follows:
Section
5.01. Events of Default. “Event of Default”, wherever used herein with respect to Senior Debt Securities of
a particular series, means the making of an order by a court of competent jurisdiction which is not successfully appealed within 30 days
of the making of such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the
Company (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency). The
exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a default or an Event of Default under
this Section 5.01 or a Default under Section 5.03.
Section
3.08. Acceleration of Maturity; Rescission and Annulment. With respect to the Securities only, Section 5.02 of the Senior Indenture
is amended by adding the following at the end of the section:
If
the Senior Debt Securities become due and payable (whether pursuant to this Section 5.02 or Article 11 below) and the Company fails to
pay such amounts (or any damages awarded for breach of any obligations in respect of the Senior Debt Securities or this Senior Debt Securities
Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest
on Senior Debt Securities, or to institute suit for the enforcement of any such payment, each in accordance with Section 316(b) (Directions
and Waivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee,
in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding
up of the Company for all such due and payable amounts (including any damages awarded for breach of any obligations in respect
of the Senior Debt Securities or this Senior Debt Securities Indenture) but no other remedy shall be available to the Trustee or the
Holders.
Section
3.09. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, Section
5.03 of the Senior Indenture is amended and restated in its entirety and shall read as follows:
Section
5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever used herein
with respect to Senior Debt Securities of a particular series, means any one of the following events (subject as provided below, whatever
the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a)
the Company fails to pay any installment of interest on any Senior Debt Security of such series on or before its Interest Payment Date
and such failure continues for 14 days; or
(b)
the Company fails to pay all or any part of the principal of any Senior Debt Security of such series on any date on which such principal
shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days.
If
a Default occurs with respect to a series of Senior Debt Securities, the Trustee may commence a proceeding for the winding-up of the
Company and/or prove in a winding-up of the Company, provided that the Trustee may not (except in such winding-up, in accordance with
Section 5.01) declare the principal amount of, or any other amount in respect of, the Outstanding Senior Debt Security of such series
to be due and payable.
Subject
to applicable law, including the Trust Indenture Act, no Holder may exercise or claim any right of set-off, counterclaim, combination
of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Senior
Debt Securities. The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off,
counterclaim, combination of accounts, compensation and retention with respect to the Senior Debt Securities or this Senior Debt Securities
Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company)
that they might otherwise have against the Company, whether before or during a winding-up or liquidation of the Company. Notwithstanding
the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately
pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company, the liquidator
or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum
equal to such amount in trust for the Company
or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall
be deemed not to have taken place.
Notwithstanding
the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a Default in respect of such
Senior Debt Securities if such payment is withheld or refused and the Company delivers an Opinion of Counsel concluding that such sums
were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction,
provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to
proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which
opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the
Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting
therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law,
regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable
on the expiration of 14 days (in the case of payments under Section 5.03(a) above) or seven days (in the case of payments under Section
5.03(b) above) after the Trustee gives written notice to the Company informing it of such resolution.
Except
as otherwise provided in this Article 5, during the continuance of an Event of Default, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Senior Debt Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other
legal or equitable right vested in the Trustee by this Senior Debt Securities Indenture or by law, provided, however, that the Company
shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference
to the principal of, or any interest on, the Senior Debt Securities of such series prior to any date on which the principal of, or any
interest on, the Senior Debt Securities of such series would have otherwise been payable by the Company.
No
recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim
based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of the Company in this
Senior Debt Securities Indenture, or in any Senior Debt Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor
corporation of the Company, either directly or through the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the issue of the Senior Debt
Securities.
No
remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for
the recovery of amounts owing in respect of the Senior Debt Securities or under this Senior Debt Securities Indenture or in respect of
any breach by the Company of any of its other obligations under or in respect of the Senior Debt Securities or under this Senior Debt
Securities Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the
Trust Indenture Act.
Section
3.10. With respect to the Securities only, (a) Sections 5.07(a), 5.07(b), 5.11, 5.13, 6.02, 6.03(i), 8.01(b), 8.03(c) and 10.03(b)
of the Senior Indenture shall be amended to add the words “or Default” after each appearance of the words “Event of
Default” and (b) Section 11.08 of the Senior Indenture shall be amended to replace in the first paragraph the word “Unless”
with the words “Subject to Section 11.1 and unless”.
Section
3.11. Deletion of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Senior Indenture
is deleted in its entirety.
Section
3.12. Compensation and Reimbursement. With respect to the Securities only, Section 6.07 of the Senior Indenture is amended
in part to add the following sentence at the end of the section:
The
Trustee’s right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities,
the discharge of this Senior Debt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section 4.08
of the Nineteenth Supplemental Indenture if and to the extent applicable as set out therein) any exercise of the U.K. bail-in power by
the relevant U.K. resolution authority with respect to the obligations owed or owing to Holders pursuant to or in connection with the
Senior Debt Securities.
Section
3.13. Certain Rights of Trustee. With respect to the Securities only, Section 6.03 of the Senior Indenture is amended in part
to add the following at the end of the section:
(m)
The Trustee shall not be liable for errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts;
and
(n)
The Trustee may hold funds uninvested without liability for interest in the absence of an agreement signed by the Trustee to the contrary.
Section
3.14. Sanctions. The following Section is added as new Section 10.08 of the Senior Indenture:
Section
10.08. Sanctions. (a) The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors
or officers are the target or subject of any sanctions enforced by the US government, (including, the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury,
or other relevant sanctions authority (collectively “Sanctions”).
(b)
The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments
made pursuant to this Senior Debt Securities Indenture, (i) to fund or facilitate any activities of or business with any person who,
at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business
with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation
of Sanctions by any person.
(c)
Sub-sections (a) and (b) will not apply if and to the extent that they are or would be unenforceable by reason of breach of (i) any provision
of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state
of the European Economic Area (EEA) or (ii) any similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if
the aforementioned Council Regulation purports to make compliance with any portion of this Section unenforceable by the Company, the
Company will nonetheless take such measures as may be necessary to ensure that the Company does not use the services in any manner which
would cause the Trustee, Paying Agent or Senior Debt Security Registrar to violate Sanctions applicable to them.
Section
3.15. Certain Rights of Senior Debt Security Registrar and Paying Agent. The Senior Debt Security Registrar and Paying Agent
shall have the benefit of the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including,
without limitation, Section 6.07 of the Indenture, mutatis mutandis.
Section
3.16. Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established
pursuant to this Nineteenth Supplemental Indenture:
(a) Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the Securities, by purchasing
or acquiring the Securities each Holder (including each beneficial owner) of the Securities acknowledges, accepts, agrees to be bound
by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Securities
into shares or other securities or other obligations of the Company or another person (and the issue to or conferral on the holder of
such shares, securities or obligations, including by means of amendment, modification or variation of the terms of the Securities); and/or
(iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or
the dates on which interest becomes payable, including by suspending payment for a temporary period; any U.K. bail-in power may be exercised
by means of variation of the terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority
of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of
principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but
which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and each beneficial owner of the Securities further
acknowledges and agrees that the rights of the Holders and/or beneficial owners under the Securities are subject to, and will be varied,
if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
(b) By
purchasing or acquiring the Securities, each Holder and each beneficial owner of the Securities:
(i) acknowledges
and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities shall give
rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee
in Case of Default) of the Trust Indenture Act;
(ii) to
the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against
the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking,
in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the
Securities; and
(iii) acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be
required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Senior Indenture,
and (b) neither the Senior Indenture nor this Nineteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with
respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following
the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain outstanding
(for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Securities), then
the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the
extent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to this Nineteenth Supplemental Indenture,
unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.
(c) Each
Holder or beneficial owner that purchases or acquires its Securities in the secondary market shall be deemed to acknowledge, agree to
be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of
the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement
and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power.
(d) By
purchasing or acquiring the Securities, each Holder and each beneficial owner shall be deemed to have (i) consented to the exercise of
any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise
such power with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other
intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any
U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder
or beneficial owner or the Trustee.
(e) No
repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise
of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively,
is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of
the United Kingdom applicable to the Company and the Group.
(f) Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide
a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders and
beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any
delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceability
of the U.K. bail-in power.
(g) The
Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the
U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.
Section
3.17. Redemption of Securities. With respect to the Securities only, Article 11 of the Senior Indenture is amended to add a
Section 11.09, Section 11.10 and Section 11.11, each of which shall read as follows:
Section
11.09. Optional Redemption.
Subject
to Section 11.11 and on at least 5 Business Days’, but no more than 30 Business Days’, prior written notice delivered to
the registered Holders of the Securities (with a copy to the Trustee), the Company may, at the Company’s option and in its sole
discretion, (but subject to, if and to the extent then required by the Relevant
Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting
the Company permission), redeem the Securities, in whole, but not in part, on June 5, 2029, at a Redemption Price equal to 100% of the
principal amount of the Securities together with any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
Section
11.10 Loss Absorption Disqualification Event Redemption.
Subject
to Section 11.11, the Company may, at the Company’s option (but subject to, if and to the extent then required by the Relevant
Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting
the Company permission), having given not less than 15 nor more than 30 days’ notice to holders, redeem all but not some only of
the Securities outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of
redemption, if immediately prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s
Certificate stating that a Loss Absorption Disqualification Event has occurred.
Section
11.11. Conditions to Redemption and Repurchase, etc.
Notwithstanding
anything herein to the contrary, any redemption or purchase of Securities (other than redemption on the relevant Maturity Date), and
any modification to the terms of the Securities or any indenture relating thereto, is subject to, if and to the extent then required
by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator
granting the Company permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required
thereunder.
Section
3.18. Additional Amounts. With respect to the Securities only, Section 10.04 of the Senior Indenture is hereby amended
and restated in its entirety as follows:
Section
10.04. Additional Amounts.
Amounts
to be paid on any series of Senior Debt Securities will be made without deduction or withholding for, or on account of, any and all present
and future income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld or assessed by
or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing
Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the
Company to make such deduction or withholding, the Company will pay additional amounts with respect to interest only on, the Senior Debt
Securities (“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders
of Senior Debt Securities
of the particular series, after the deduction or withholding, shall equal the amounts of interest only which would have been payable
on the Senior Debt Securities if the deduction or withholding had not been required. However, this will not apply to any
such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for the fact that:
(i)
the Holder or the beneficial owner of the Senior Debt Security is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the
Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or in respect
of) principal of, or any interest, or other payment on, any Senior Debt Security of the relevant series,
(ii)
except in the case of winding-up in the United Kingdom, the relevant Senior Debt Security is presented (where presentation is required)
for payment in the United Kingdom,
(iii)
the relevant Senior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts
on presenting the same for payment at the close of that 30 day period,
(iv)
the Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of)
principal of or any interest or other payment on, the Senior Debt Security failed to comply with a request of the Company or its liquidator
or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the
Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of
(x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition
to exemption from all or part of the tax, levy, impost, duty, charge or fee,
(v)
the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or
other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or
(vi)
any combination of subclauses (i) through (v) above,
nor
shall Additional Amounts be paid with respect to any interest only on the Senior Debt Securities to any Holder who is a fiduciary or
partnership or any person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws
of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been
the Holder.
Whenever
in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of interest on, in respect of, any Senior Debt
Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where
such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary
and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA
apply. Neither the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s
or paying agent’s compliance with any such withholding obligation under applicable law.
Article
4
MISCELLANEOUS
Section
4.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Nineteenth Supplemental Indenture by each of
the Company and the Trustee, and the delivery of the documents referred to in Section 4.02 herein, the Senior Indenture shall be supplemented
in accordance herewith, and this Nineteenth Supplemental Indenture shall form a part of the Senior Indenture for all purposes in respect
of the Securities or otherwise as applicable.
Section
4.02. Other Documents to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate and
an Opinion of Counsel stating the recitals contained in Section 1.02 of the Senior Indenture and, in the case of the Opinion of Counsel,
stating that the Indenture is a legal, binding a valid obligation of the Company enforceable in accordance with its terms. As specified
in Section 9.03 of the Senior Indenture and subject to the provisions of Section 6.03 of the Senior Indenture, the Trustee shall also
be entitled to receive an Opinion of Counsel stating that that this Nineteenth Supplemental Indenture is authorized or permitted by the
Indenture, and the Nineteenth Supplemental Indenture and the Securities whose terms are incorporated by reference herein are each, subject
to Section 1.03 of the Senior Indenture, a legal, valid and binding obligation of the Company enforceable in accordance
with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting creditor’s rights generally, by equitable principles of general applicability and by possible judicial
actions giving effect to governmental actions or foreign laws affecting creditors’ rights, and the Nineteenth Supplemental Indenture
is permitted under the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel as conclusive evidence
that this Nineteenth Supplemental Indenture complies with the applicable provisions of the Senior Indenture.
Section
4.03. Confirmation of Indenture. The Senior Indenture, as supplemented and amended by this Nineteenth Supplemental Indenture
with respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Senior Indenture, this
Nineteenth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as applicable,
be read, taken and construed as one and the same instrument. This Nineteenth Supplemental Indenture constitutes an integral part of the
Senior Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms and conditions of
the Senior Indenture and the terms and conditions of this Nineteenth Supplemental Indenture, the terms and conditions of this Nineteenth
Supplemental Indenture shall prevail where applicable.
Section
4.04. Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Nineteenth
Supplemental Indenture or the Securities. The recitals and statements herein are deemed to be those of the Company and not the Trustee.
In entering into this Nineteenth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior
Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section
4.05. Governing Law. This Nineteenth Supplemental Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, except that the waiver of set-off provisions set forth in the third paragraph of Section 5.03
of the Indenture, shall be governed by and construed in accordance with the laws of Scotland, and that the authorization and execution
by the Company of this Nineteenth Supplemental Indenture and the Securities shall be governed by (in addition to the laws of the State
of New York relevant to execution) the respective jurisdictions of the Company, the Trustee and the Senior Debt Security Registrar, as
the case may be.
Section
4.06. Separability. In case any provision contained in this Nineteenth Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section
4.07. Counterparts. Electronic Signatures. This Nineteenth Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreement
or document related to this Nineteenth Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign
and Adobe Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.
Section
4.08. Concerning U.K. Bail-in Liability. Notwithstanding and to the exclusion of any other term of this Nineteenth Supplemental
Indenture or the Senior Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trustee
acknowledges and accepts that a U.K. Bail-in Liability arising under this Nineteenth Supplemental Indenture may be subject to the exercise
of U.K. bail-in power by the relevant U.K. resolution authority and acknowledges, accepts, and agrees to be bound by:
(a) the
effect of the exercise of U.K. bail-in power by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liability of the
Company to the Trustee under this Nineteenth Supplemental Indenture or the Senior Indenture, that (without limitation) may include and
result in any of the following, or some combination thereof:
(i) the
reduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Company or another
person (and the issue to or conferral on the Trustee of such shares, securities or obligations, including by means of amendment, modifications
or variation of the terms of the Securities);
(iii) the
cancellation of the U.K. Bail-in Liability; and/or
(iv) the
amendment or alteration of the amounts due in relation to the U.K. Bail-in Liability, including any interest, if applicable, thereon,
the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b) the
variation of the terms of this Nineteenth Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority, to give
effect to the exercise of U.K. bail-in power by the relevant U.K. resolution authority.
“U.K.
Bail-in Liability” means a liability in respect of which the U.K. bail-in power may be exercised.
Section
4.09. Bail-in Relating to BRRD Party. Notwithstanding any other term of this Nineteenth Supplemental Indenture or any other
agreements, arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Nineteenth Supplemental
Indenture acknowledges, accepts, and agrees to be bound by:
(a) the
effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to
it under this Nineteenth Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination
thereof:
(i) the
reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party
or another person (and the issue to or conferral on it of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability;
(iv) the
amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b) the
variation of the terms of this Nineteenth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect
to the exercise of Bail-in Powers by the Relevant Resolution Authority.
[Signature Pages
Follow]
IN WITNESS WHEREOF,
the parties hereto have caused this Nineteenth Supplemental Indenture to be duly executed as of the date first written above.
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LLOYDS BANKING GROUP PLC |
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By: |
/s/ Claire-Elizabeth Padley
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Name: |
Claire-Elizabeth Padley |
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Title: |
Managing Director Capital and Term Funding |
[Signature Page
to Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, |
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acting through its London Branch,
as Trustee and as Paying Agent |
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By: |
/s/ Jordan Anderson |
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Name: |
Jordan Anderson |
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Title: |
Authorized Signatory |
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THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, |
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as
Senior Debt Security Registrar |
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By: |
/s/ Jordan Anderson |
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Name: |
Jordan Anderson |
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Title: |
Authorized Signatory |
[Signature Page
to Supplemental Indenture]
EXHIBIT A
FORM OF SENIOR
CALLABLE FIXED-TO-FIXED RATE GLOBAL NOTE
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP No. 53944Y
BA0
ISIN No. US53944YBA01
Common Code: 283708420
LLOYDS BANKING GROUP
plc
5.721% SENIOR CALLABLE
FIXED-TO-FIXED RATE NOTE DUE 2030
LLOYDS BANKING GROUP plc (herein called
the “Company,” which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $[·]
([·] dollars) on June 5, 2030 (the “Maturity Date”) or on such earlier date
as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon (i) from, and including, the date
of issuance hereof to, but excluding, June 5, 2029, semi-annually in arrears on the Fixed Rate Interest Payment Dates (as defined on
the reverse hereof) and (ii) from, and including, June 5, 2029 to, but excluding, June 5, 2030, semi-annually in arrears on the Reset
Rate Interest Payment Dates (as defined in the reverse hereof). Interest so payable on any Interest Payment Date (as defined on the reverse
hereof) shall be paid to the Holder in whose name this Security is registered on the 15th calendar day immediately preceding
the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Indenture (each a “Regular Record
Date”). If (i) the Company fails to pay any installment of interest on this Security on or before its Interest Payment Date and
such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principal of this Security on any date on
which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for
seven days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding for the winding up of the Company,
provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Securities
to be due and payable.
As set forth on
the reverse hereof, interest shall accrue on this Security from day to day from the date of issuance hereof until the principal amount
hereof is paid or made available for payment.
Payments of interest
on this Security shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete
month, the actual number of days elapsed in such period.
Payment of the principal
amount of (and premium, if any) and any interest on, this Security will be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including
through a Paying Agent of the Company. If the date for payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business
Day, then (subject as provided in the Indenture) such payment shall be made on the next succeeding Business Day with the same force and
effect as if made on such date for payment and without any interest or other payment in respect of such delay.
Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner of such Security for the purpose of receiving payment of principal and interest,
if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of this Security, by purchasing
or acquiring this Security, each Holder (including each beneficial owner) of this Security acknowledges, accepts, agrees to be bound
by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another
person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification
or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment
of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for
a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each
Holder and each beneficial owner of the Securities further acknowledges and agrees that the rights of the Holders and/or beneficial owners
under the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power
by the relevant U.K. resolution authority.
For these purposes,
a “U.K. bail-in power” is any write-down, conversion, transfer, modification, moratorium and/or suspension power existing
from time to time under any laws, regulations, rules or requirements relating to the resolution of financial holding companies,
mixed financial holding companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United
Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any
such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the
U.K. resolution regime under the Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the U.K.
Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise) and/or the Loss Absorption Regulations, pursuant to
which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, canceled,
modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended
for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.
A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
[The rest of
this page is intentionally left blank]
IN WITNESS WHEREOF,
the Company has caused this Security to be duly executed.
Dated:
|
LLOYDS BANKING GROUP PLC |
|
|
|
|
|
Name: |
|
Title: |
[Global Note
Signature Page]
CERTIFICATE OF AUTHENTICATION
This is one of the
Securities of the series designated herein referred to in the within-mentioned Indenture.
Dated:
|
THE BANK OF NEW YORK MELLON, |
|
acting through its London Branch, as Trustee |
|
|
[Global Note
Signature Page]
[REVERSE OF SECURITY]
This Security is
one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one
or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental Indenture dated
as of July 6, 2016 (herein called the “Senior Indenture”), among the Company, as issuer, and The Bank of New York Mellon,
acting through its London Branch as trustee (herein called the “Trustee,” which term includes any successor trustee under
the Senior Indenture), as supplemented by the Nineteenth Supplemental Indenture dated as of June 5, 2024, among the Company, the Trustee
and as paying agent (herein called the “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as Senior Debt
Security Registrar (the “Nineteenth Supplemental Indenture”, and, together with the Senior Indenture, the “Indenture”)
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered.
This Security is
one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,500,000,000. The Company may,
without the consent of the Holders of the Securities, issue additional notes having the same ranking and interest rate, maturity date,
redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date, provided
that such additional notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Securities,
together with this Security, will constitute a single series of securities under the Indenture. The Securities will initially be issued
in the form of one or more global Securities (each, a “Global Security”). Except as provided in the Indenture, a Global Security
shall not be exchangeable for one or more definitive Securities.
The Securities of
this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, and
will rank pari passu and without any preference among themselves and at least pari passu with all of the Company’s
other outstanding unsecured and unsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory
provisions of applicable law.
During the period
from, and including, June 5, 2024 to, but excluding, June 5, 2029 (the “Initial Fixed Rate Period”), interest shall accrue
from the Issue Date at a fixed rate of 5.721% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually
in arrears on June 5 and December 5 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 5,
2024.
During the period
from, and including, June 5, 2029 (the “Reset Date”) to, but excluding, June 5, 2030 (the “Reset Fixed Rate Period”),
interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation
Agent (as defined below) on the Reset Determination Date (as defined below), plus
107 basis points (1.070%). Interest accrued on the Securities during the Reset Fixed Rate Period will be payable semi-annually in
arrears on December 5, 2029 and June 5, 2030 (each a “Reset Rate Interest Payment Date”, and together with the Fixed Rate
Interest Payment Dates, the “Interest Payment Dates”).
Interest during
the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the
case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment
Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during
the period from and after such scheduled Fixed Rate Interest Payment Date.
Interest during
the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of
an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate
Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest
will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset
Rate Interest Payment Date.
“Comparable
Treasury Issue” means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the
Company with a maturity date on or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and
having a maturity of one year.
“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date (calculated by the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are
received by the Company, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations
are received by the Company, then such Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury
Dealer.
“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated
in U.S. dollars.
“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset
Determination Date” means the second Business Day immediately preceding the Reset Date.
“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the arithmetic average of the yields
on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”), for the
five consecutive business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant
maturities” on the Reset Determination Date as of 5:00 p.m. (New York City time), in the applicable most recently published statistical
release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal
Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury
Constant Maturities”, for the maturity of one year; provided that if the Yield is not available through such release (or
successor publication) for any relevant business day, then the arithmetic average will be determined based on the Yields for the remaining
business days during the five business day period described above (provided further that if the Yield is available for only a single
business day during such five business day period, the “U.S. Treasury Rate” will mean the single-day Yield for such day);
or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date
or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the Reset Date.
If
the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the last reported Yield on U.S. Treasury
securities having a maturity of one year based on information appearing in the most recently published statistical release designated
“H.15 Daily Update” (or any successor publication by the Board of Governors of the Federal Reserve System and that establishes
yields on actively traded U.S. Treasury securities) as of 5:00 p.m. (New York City time) on the Reset Determination Date.
The U.S. Treasury
Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).
All calculations
of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company, the Trustee,
the Paying Agent and on the Holders of the Securities.
All percentages
resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded
upwards).
The interest rate
on the Securities during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law or lower than
0.00% per annum.
By its acquisition
of Securities or an interest therein, each holder and beneficial owner of Securities and each subsequent holder and beneficial owner
waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate
a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation
Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may
be, takes, or abstains from taking, in each case in accordance herewith or any losses suffered in connection therewith.
Subject to Section
11.11 of the Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered to the
Holders of the Securities (with a copy to the Trustee), the Company may in its sole discretion (but subject to, if and to the extent
then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the
Relevant Regulator granting the Company permission) redeem the Securities, in whole, but not in part, on June 5, 2029 at a redemption
price equal to 100% of the principal amount of the Securities plus any accrued and unpaid interest thereon, if any, to, but excluding,
the date of redemption.
If an Event of Default
with respect to the Securities of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of, and any accrued
interest on and any Additional Amounts on, all the Securities to be due and payable immediately, in the manner, with the effect and subject
to the conditions provided in the Indenture.
Except as otherwise
provided in Article 5 of the Indenture, during the continuance of an Event of Default, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture
or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the
Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required
to pay any amount representing or measured by reference to the principal of, or any interest on, the Securities prior to any date on
which the principal of, or any interest on, the Securities would have otherwise been payable by the Company.
If a Default occurs,
the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the
Trustee may not, upon the occurrence of a Default, (except in such winding-up, in accordance with Section 5.01 of the Indenture) declare
the principal amount of any of the Outstanding Securities to be due and payable.
Failure to make
any payment in respect of this Security shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered
to the Trustee concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or with the order
of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take
such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised
in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to
resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any
final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made
without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and
the payment shall become due and payable on the expiration of 14 days (in the case of payments under Section 5.03(a) of the Indenture)
or seven days (in the case of payments under Section 5.03(b) of the Indenture) after the Trustee gives written notice to the Company
informing it of such resolution.
Subject to applicable
law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect
of any amount owed to it by the Company arising under or in connection with the Securities. The Holders of Securities by their acceptance
thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect
to the Securities or the Indenture (or between the obligations under or in respect of the Securities and any liability owed by a Holder
to the Company) that they might otherwise have against the Company.
No remedy against
the Company other than as referred to in Article 5 of the Indenture shall be available to the Trustee or the Holders, whether for the
recovery of amounts owing in respect of the Securities or under the Indenture or in respect of any breach by the Company of any of its
other obligations under or in respect of the Securities or under the Indenture, except that the Trustee and the Holders shall have such
rights and powers as they are required to have under the Trust Indenture Act.
Amounts to be paid
on the Securities of this series will be made without deduction or withholding for, or on account of, any and all present and future
income, stamp and other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the
United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”),
unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction
or withholding, the Company will pay additional amounts with respect to interest only on the Securities of this series (“Additional
Amounts”) that are necessary in order that the net amounts of interest paid to the Holders, after the deduction or withholding,
shall equal the amounts of interest only which would have been payable on the Securities if the deduction or withholding had not been
required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted
or withheld but for the fact that:
(i) the Holder or
the beneficial owner of a Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment
or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding
or ownership of a Security, or the collection of any payment of (or in respect of) principal of, or interest or other payments on, any
Security,
(ii) except in the
case of winding-up in the United Kingdom, the relevant Security is presented (where presentation is required) for payment in the United
Kingdom,
(iii) the relevant
Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided
for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same
for payment at the close of that 30 day period,
(iv) the Holder
or the beneficial owner of the relevant Security or the beneficial owner of any payment of (or in respect of) principal of, or interest
or other payments on, the Security failed to comply with a request of the Company or its liquidator or other authorized person addressed
to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed
by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part
of the tax, levy, impost, duty, charge or fee,
(v) the deduction
or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of
the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between
the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance
enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or
(vi) any combination
of clauses (i) through (v) above,
nor shall Additional Amounts be paid
with respect to interest only on the Securities to any Holder who is a fiduciary or partnership or any person other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income
for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial
owner who would not have been entitled to such Additional Amounts, had it been the Holder. With respect to any deduction or withholding
made by any of the Company, the Trustee, the Paying Agent or another withholding agent from any amount payable on, or in respect of,
the Securities in the events described in clauses (i) through (vi) above, the amounts so deducted or withheld shall be treated as having
been paid to the holder of the Securities, and no additional amounts will be paid on account of any such deduction or withholding. None
of the Company, the Trustee, the Paying Agent or another withholding agent shall have any liability in connection with their compliance
with any such withholding obligation under applicable law.
References herein
to the payment of interest on the Securities shall be deemed to include mention of the payment of Additional Amounts provided for in
the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.
In addition to the
Company’s right to redeem the Securities on June 5, 2029, the Securities of this series are redeemable, as a whole but not in part,
at the option of the Company (subject to, if and to the extent required by the Relevant Regulator or the Loss Absorption Regulations,
the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission), on not less than 30
nor more than 60 days’ notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together with
accrued but unpaid interest, in respect of the Securities to the date fixed for redemption, if, at any time, the Company shall determine
that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such
Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision
of any court or tribunal) which change or amendment becomes effective on or after June 5, 2024:
(a) in making payment
under the Securities the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;
(b) the payment
of interest on the next Payment Date in respect of the Securities would be treated as a “distribution” within the meaning
of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof
for the time being); or
(c) on the next
Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom
taxation liabilities (or the value of such deduction to the Company would be materially reduced).
In any case where
the Company shall determine that, in accordance with Section 11.08 of the Indenture, it is entitled to redeem the Securities of this
series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion
of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming
that the relevant change or amendment has occurred and that the Company is entitled to exercise its right of redemption and (ii) an Officer’s
Certificate, evidencing compliance with such provisions and stating that the Company is entitled to redeem the Securities pursuant to
the terms of the Securities.
The Company may,
at the Company’s option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations,
the Company giving notice
to the Relevant Regulator and the Relevant Regulator granting the Company permission), having given not less than 15 nor more than 30
days’ notice to holders, redeem all but not some only of the Securities outstanding at any time at 100% of their principal amount
together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to
above, the Company delivers to the Trustee an Officer’s Certificate stating that a Loss Absorption Disqualification Event has occurred.
Any redemption or purchase of Securities (other than redemption on the relevant maturity date), and any modification to the terms of
the Securities or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the
Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission
therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
If the Company elects
to redeem the Securities of this series, the Securities will cease to accrue interest from the date of redemption, provided the
redemption price has been paid in accordance with the Indenture.
Upon payment of
(i) the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s
obligations in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Securities of
this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the Securities, by purchasing
or acquiring the Securities each Holder (including each beneficial owner) of the Securities acknowledges, accepts, agrees to be bound
by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another
person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification
or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment
of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for
a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each
Holder and each beneficial owner of the Securities further acknowledges and agrees that the rights of the Holders and/or beneficial owners
under the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power
by the relevant U.K. resolution authority.
By purchasing or
acquiring the Securities, each Holder and each beneficial owner of the Securities:
(i) acknowledges
and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities shall give
rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee
in Case of Default) of the Trust Indenture Act;
(ii)
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with
respect to the Securities; and
(iii)
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Senior
Indenture, and (b) neither the Senior Indenture nor the Nineteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if,
following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Securities),
then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion
to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Nineteenth Supplemental
Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.
Each Holder or beneficial
owner that acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same
provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities
upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent
to the terms of the Securities, including in relation to the U.K. bail-in power.
By purchasing or
acquiring the Securities, each Holder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in
power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power
with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary
through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in
power with respect to the Securities as it may be imposed, without
any further action or direction on the part of such Holder or beneficial owner or the Trustee.
No repayment of
the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any
U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled
to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom
applicable to the Company and the Group.
Upon the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide a written
notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence.
The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in
delivering the notices referred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power.
The Company’s
obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in
power by the relevant U.K. resolution authority with respect to the Securities.
The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities to be affected thereby by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of the Securities at the time outstanding of each such series. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest on, this Security
at the times, place and rate, and in the coin or currency, herein prescribed.
As set forth in,
and subject to, the provisions of the Indenture, no Holder of the Securities will have the right to institute any proceeding with respect
to the Indenture, this Security or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted
by the Holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become due and payable
in accordance with the terms hereof and the Indenture.
No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder of this Security,
which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on, this Security when
due and payable in accordance with the provisions of this Security and the Indenture.
This Security is
governed by the laws of the State of New York, except for the waiver of set-off provisions relating to the Securities which are governed
by and construed in accordance with the laws of Scotland.
Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Exhibit 5.1
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CMS
Cameron McKenna Nabarro Olswang LLP |
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Lloyds Banking
Group plc
25 Gresham Street
London
EC2V 7HN |
Saltire
Court
20
Castle Terrace
Edinburgh
EH1
2EN
DX
553001 EDINBURGH
LP
2 EDINBURGH 6
T
+44 131 228 8000
F
+44 131 228 8888
cms.law |
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5
June 2024
|
Our
ref STPH/EDN/LLO015
Dear
Ladies and Gentlemen,
We
have acted as solicitors in Scotland for Lloyds Banking Group plc (the Company) in connection with the offering by the Company
of $1,500,000,000 5.721% Senior Callable Fixed-to-Fixed Rate Notes due 2030 (the Notes) in an underwritten public offering pursuant
to underwriting agreements and pricing agreements dated as of 29 May 2024.
The
Notes are to be issued pursuant to a senior debt securities indenture dated as of 6 July 2010, between the Company and The Bank of New
York Mellon, acting through its London Branch, as trustee, as amended by the First Supplemental Indenture dated as of 6 July 2016 (the
Senior Indenture), as supplemented by a nineteenth supplemental indenture dated as of 5 June
2024 in respect of the Notes (the Supplemental Indenture, and, together with the Senior Indenture,
the Indenture).
We,
as your solicitors, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.
For the purposes of opinion (2) in the next paragraph, we have assumed (i) the genuineness of all signatures and seals, (ii) the conformity
to original documents, and completeness, of all documents submitted to us as copies and the authenticity of the originals, and (iii)
that all relevant resolutions of the directors of the Company were duly passed at properly convened meetings, and have not been amended
or rescinded.
CMS
Cameron McKenna Nabarro Olswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335.
It is a body corporate which uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing
and qualifications. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370.
A list of members and their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street,
London EC4N 6AF. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information
about the firm can be found at cms.law
CMS
Cameron McKenna Nabarro Olswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates
an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG's member
firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such
entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those
of each other. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms
or their offices. Further information can be found at www.cmslegal.com
Notice:
the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior
written agreement.
On
the basis of the foregoing, we advise you that, in our opinion, (1) the Notes have been duly authorised in accordance with the Indenture,
and, when the Notes have been (a) executed and authenticated, and
(b)
delivered and duly paid for by the purchasers thereof, the Notes will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally (including the Banking Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under
it) and equitable principles of general applicability, (2) the Senior Indenture and the Supplemental Indenture have been duly authorised
by all necessary corporate action on the part of the Company, and, insofar as Scots law governs the formalities of execution and delivery
thereof, have been duly executed and delivered by or on behalf of the Company, and (3) subject to the laws and equitable principles referred
to above the Indenture constitutes valid and binding obligations of the Company, enforceable against the Company in accordance with its
terms.
The
foregoing opinion is limited to the laws of Scotland. We have made no investigation of the laws of any jurisdiction other than Scotland
and neither express nor imply any opinion as to any other laws and in particular the laws of the State of New York and the Federal laws
of the United States of America and our opinion is subject to such laws including the matters stated in the opinion of Davis Polk &
Wardwell London LLP. The laws of the State of New York are the chosen governing law of the Notes and the Indenture and we have assumed
that the Notes and the Indenture constitute valid, binding and enforceable obligations of the Company, enforceable against the Company
in accordance with their terms, under such laws.
We
hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In
giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities
Act of 1933, as amended.
This
opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written consent, except that it may be disclosed (on a non-reliance
basis) to affiliates of the Company.
Yours
faithfully
CMS
Cameron McKenna Nabarro Olswang LLP
/s/
CMS Cameron McKenna Nabarro Olswang LLP
Exhibit 5.2
|
Davis Polk & Wardwell
London llp
5 Aldermanbury Square
London EC2V 7HR
davispolk.com |
June 5, 2024
Lloyds Banking Group plc
25 Gresham Street
London EC2V 7HN
United Kingdom
Ladies and Gentlemen:
We have acted as special United States counsel for
Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Company”), in connection
with the Company’s offering of $1,500,000,000 aggregate principal amount of the Company’s 5.721% Senior Callable Fixed-to-Fixed
Rate Notes due 2030 (the “Securities”) in an underwritten public offering pursuant to (i) the Underwriting Agreement
dated May 29, 2024 (the “Base Underwriting Agreement”) and (ii) the Pricing Agreement dated as of May 29, 2024 (the
“Pricing Agreement” and, together with the Base Underwriting Agreement, the “Underwriting Agreement”).
The Securities are to be issued pursuant to the provisions of the senior debt securities indenture dated as of July 6, 2010, as amended
by the First Supplemental Indenture dated as of July 6, 2016 (the “Senior Indenture”) between the Company and The Bank
of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), as supplemented by the nineteenth
supplemental indenture dated as of the date hereof among the Company, the Trustee, The Bank of New York Mellon, acting through its London
Branch, as paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as senior debt security registrar (the “Senior Debt
Security Registrar”) (the “Nineteenth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”).
We, as your counsel, have examined
originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary
or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have,
without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete,
(ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed
are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates
of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company
as to matters of fact in the documents that we reviewed were and are accurate.
Davis
Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised
and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities
| Lloyds Banking Group plc | |
Based upon the foregoing, and subject to the additional
assumptions and qualifications set forth below, we advise you that, in our opinion:
| (1) | Assuming that the Senior Indenture and the Nineteenth Supplemental Indenture have been duly authorized,
executed and delivered by the Company insofar as Scots law is concerned, the Senior Indenture and the Nineteenth Supplemental Indenture
have been duly executed and delivered by the Company, and assuming that the Senior Indenture and the Nineteenth Supplemental Indenture
have been duly authorized, executed and delivered by each of the Company, the Trustee and the Senior Debt Security Registrar and that
each of the Company, the Trustee and the Senior Debt Security Registrar has full power, authority and legal right to enter into and perform
its obligations thereunder, the Senior Indenture and the Nineteenth Supplemental Indenture constitute valid and binding agreements of
the Company, enforceable against the Company in accordance with their terms, provided that we express no opinion as to the validity, legally
binding effect or enforceability (i) of any provision expressed to be governed by Scots law or (ii) of any provision that permits holders
to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned
interest; and |
| (2) | Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar
as Scots law is concerned, the Securities, when authenticated in accordance with the terms of the Indenture and delivered and paid for
in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture, enforceable against the Company in accordance with their terms, provided that we express no opinion as to the
validity, legally binding effect or enforceability (i) of any provision expressed to be governed by Scots law or (ii) of any provision
that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to
constitute unearned interest. |
Our opinions in paragraphs (1) and (2) are subject
to (i) the effects of applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability and (ii) possible judicial or regulatory actions giving effect
to governmental actions or foreign laws affecting creditors’ rights.
We express no opinion with respect to the provisions
in the Securities relating to the acknowledgement of and consent to the exercise of any U.K. bail-in power (as defined therein) or Section
3.16 of the Nineteenth Supplemental Indenture.
We are members of the Bar of the State of New York,
and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States, except that we express
no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or the transactions contemplated thereby
solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its
affiliates due to the specific assets or business of such party or such affiliate. Insofar as the foregoing opinion involves matters governed
by Scots law, we have relied, without independent inquiry or investigation, on the opinion of CMS Cameron McKenna Nabarro Olswang LLP,
special legal counsel in Scotland for the Company, dated as of June 5, 2024, to be filed as an exhibit to a report on Form 6-K concurrently
with this opinion.
| Lloyds Banking Group plc | |
We hereby consent to the filing of this opinion as an
exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.
Very truly yours
/s/ Davis Polk & Wardwell London LLP
Lloyds Banking (PK) (USOTC:LLOBF)
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