UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Lloyds Banking
Group plc
(Exact name of registrant as specified in its charter)
United Kingdom
(State or other jurisdiction of incorporation
or organization) |
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None
(I.R.S. Employer
Identification No.)
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25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
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5.721% Fixed Rate Notes due 2030 |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. o
If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. o
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: 333-231902
Securities to be registered pursuant to Section 12(g) of
the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Commission pursuant
to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated May 29, 2024 (the “Prospectus Supplement”)
to a base prospectus dated June 7, 2022 (the “Prospectus”) relating to the securities to be registered hereunder. The Registrant
incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1. Description of Registrant’s Securities
to be Registered
The information required by this item is incorporated
herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 5 through
14 of the Prospectus, and “Description of the Senior Notes” on pages S-21 through S-30 and “Certain U.K. and U.S. Federal
Tax Consequences” on pages S-31 through S-34 of the Prospectus Supplement.
Item 2. Exhibits
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4.1 |
Senior Debt Securities Indenture between Lloyds Banking Group plc, as issuer, and The Bank of New York Mellon acting through its London branch, as trustee, dated as of July 6, 2010 (incorporated herein by reference from Exhibit 4.1 to the Form 8-A12B filed with the Commission on July 16, 2010). |
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4.2 |
Nineteenth Supplemental Indenture to the Senior Debt Securities Indenture between Lloyds Banking Group plc, as issuer, and 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, dated as of June 5, 2024 (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on June 5, 2024). |
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4.3 |
Form of Global Note for the 5.721% Fixed Rate Notes due 2030. |
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99.1 |
Prospectus and Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under the Registration Statement on Form F-3 ASR (File No. 333-265452) and Rule 424(b) filed with the Commission on June 7, 2022 and June 5, 2024, respectively). |
SIGNATURE
Pursuant to the requirements of Section 12 the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on behalf by the undersigned, thereto duly
authorized.
Lloyds Banking Group plc
/s/ Claire-Elizabeth Padley
Name: Claire-Elizabeth Padley
Title: Managing Director Capital and Term Funding
June 5, 2024
Exhibit 4.3
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:
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LLOYDS BANKING GROUP PLC |
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Name: |
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Title: |
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[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:
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THE BANK OF NEW YORK MELLON, |
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acting through its London Branch,
as Trustee |
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By: |
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Authorized Signatory
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[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.
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