Notice of reset reference rate modification

7 December 2020

LLOYDS BANKING GROUP PLC
(incorporated with limited liability in Scotland registered number 95000)
Legal Entity Identifier (LEI: H7FNTJ4851HG0EXQ1Z70)

(the "Issuer")

NOTICE IN RESPECT OF RESET REFERENCE RATE MODIFICATION to the holders of the:

£1,494,392,000 7.625 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2023 (ISIN: XS1043552188) (the "PNC9 Securities")

£750,009,000 7.875 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2029 (ISIN: XS1043552261) (the "PNC15 Securities") (each a "Series" and together the "Securities", and the holders thereof, the "Securityholders") of the Issuer presently outstanding.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN by the Issuer to the Securityholders (in accordance with Condition 17 (Notices)) of the Issuer's intention to effect the Proposed Amendments (as defined in the updated consent solicitation memorandum dated 30 October 2020 (the "Updated Consent Solicitation Memorandum")) to the relevant Conditions of each Series and as approved by the Securityholders for each Series on the Effective Date (as defined below).

We refer to the Notice to Securityholders (RNS Number: 1908G) dated 23 November 2020 (the "Notice of Adjourned Meetings"), which sets forth the Issuer's intention to amend the Conditions of each Series and the Notice of Results of the Securityholder Meetings (RNS Number: 7646H) dated 7 December 2020 (the "Notice of Results") notifying the relevant Securityholders that the Proposed Amendments were passed accordingly.

In accordance with Annex B of the Notice of Adjourned Meetings (Pricing Methodology), the determination of the LIBOR vs SONIA IRS Basis (as defined in Annex B of the Notice of Adjourned Meetings (Pricing Methodology)) took place at or around 2 p.m. London time (the "Pricing Time") on 7 December 2020.

Accordingly, the Reset Reference Rate Adjustment has been determined as 0.280 per cent. per annum being equal to the LIBOR vs SONIA IRS Basis. 

The PNC9 Securities Supplemental Trust Deed and the PNC15 Securities Supplemental Trust Deed each amending the relevant Conditions have been executed and will become effective on and from 7 December 2020 (the "Effective Date").

Capitalised terms used in this announcement but not defined have the meanings given to them in the Updated Consent Solicitation Memorandum.

DISCLAIMER This announcement must be read in conjunction with the Updated Consent Solicitation Memorandum. The Updated Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Updated Consent Solicitations. If any Securityholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant, independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Updated Consent Solicitation or otherwise participate in the relevant adjourned Meeting.

The distribution of the Updated Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Updated Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.