As filed with the Securities and Exchange
Commission on June 2, 2016
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lloyds
Banking Group plc
(Exact Name of Registrant as Specified in Its Charter)
Scotland
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
United Kingdom
011-44-207-626-1500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Lloyds Bank plc
(Exact Name of Registrant as Specified in Its Charter)
United Kingdom
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
United Kingdom
011-44-207-626-1500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Kevin P. McKendry
Senior Partner, Legal Department, North America
Lloyds Bank plc
1095 Avenue of the Americas
New York, New York 10036
United States
212-930-8920
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all communications
to:
John W. Banes
DAVIS POLK & WARDWELL LONDON LLP
5 Aldermanbury Square
London, EC2V 7HR
United Kingdom
Tel. No.: 011-44-207-418-1300
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended
(the “Securities Act”) please check the following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered | |
Amount to be
Registered/Proposed
maximum aggregate price per
unit/Proposed maximum aggregate offering price(1) | |
Amount of
registration fee(2) |
Debt Securities of Lloyds Banking Group plc
| |
| |
| | |
Senior Debt Securities
| |
Unspecified | |
$ | 0 | |
| Subordinated Debt Securities | |
Unspecified | |
$ | 0 | |
Debt Securities of Lloyds Bank plc
| |
| |
| | |
Senior Debt Securities
| |
Unspecified | |
$ | 0 | |
| Subordinated Debt Securities | |
Unspecified | |
$ | 0 | |
Lloyds Banking Group
plc Guarantees of Debt Securities of
| |
Unspecified | |
$ | 0 | |
| Lloyds Bank plc(3) | |
| |
| | |
| Capital Securities of Lloyds Banking Group plc | |
Unspecified | |
$ | 0 | |
| Ordinary Shares of Lloyds Banking Group plc(4) | |
Unspecified | |
$ | 0 | |
| Preference Shares of Lloyds Banking Group plc(5) | |
Unspecified | |
$ | 0 | |
| (1) | An unspecified aggregate initial offering price, aggregate number of, or principal amount of, the debt securities of Lloyds
Banking Group plc, the debt securities of Lloyds Bank plc and the related guarantees of Lloyds Banking Group plc, or the capital
securities, the ordinary shares or the preference shares of Lloyds Banking Group plc, as the case may be, are being registered
as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that
are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares.
This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and
through certain affiliates of the Registrants. |
| (2) | An unspecified aggregate initial offering price or number of the securities is being registered as may from time to time be
offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise,
conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with
Rules 456(b) and 457(r) under the Securities Act, the Registrants are deferring payment of all the registration fees. |
| (3) | Guarantees of the debt securities of Lloyds Bank plc will be issued by Lloyds Banking Group plc. No separate consideration
will be received for any of these guarantees. |
| (4) | The ordinary shares are being registered in connection with issuances from time to time of ordinary shares either independently
of or following the conversion of capital securities of Lloyds Banking Group plc. American depositary shares issuable upon deposit
of the ordinary shares registered hereby have been registered under a separate Registration Statement on Form F-6 (Registration
Statement No. 333-192625). |
| (5) | American depositary shares issuable upon deposit of the preference shares registered hereby have been registered under a separate
Registration Statement on Form F-6 (Registration Statement No. 333-192625). |
PROSPECTUS
LLOYDS
BANKING GROUP plc
DEBT SECURITIES
CAPITAL SECURITIES
ORDINARY SHARES
PREFERENCE SHARES
AMERICAN DEPOSITARY SHARES
LLOYDS
BANK plc
GUARANTEED DEBT SECURITIES
We will provide the specific terms of these
securities, and the manner in which they will be offered, in one or more prospectus supplements to this prospectus. Any prospectus
supplement may also add, update or change information contained, or incorporated by reference, in this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully before you invest.
You should read both this prospectus and
any prospectus supplement, together with the additional information described under the headings “Where You Can Find More
Information” and “Incorporation of Documents by Reference”, before investing in our securities. The amount and
price of the offered securities will be determined at the time of the offering.
The debt securities and capital securities
may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority as described herein and in the
applicable prospectus supplement for such debt securities or capital securities.
Investing in our securities involves
risks that are described in the “Risk Factors” section of our annual and interim reports filed with the U.S. Securities
and Exchange Commission or in the applicable prospectus supplement.
Neither the U.S. Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell
securities unless it is accompanied by a prospectus supplement.
The date of this prospectus is June 2, 2016.
TABLE OF CONTENTS
Page
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration
statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf”
registration or continuous offering process. Under this shelf process, we may, from time to time, sell the securities described
in this prospectus in one or more offerings of an unspecified amount in one or more foreign currencies or currency units.
This prospectus provides you with a general
description of the debt securities, capital securities, ordinary shares, preference shares and American Depositary Shares we may
offer, as well as the debt securities that Lloyds Bank (as defined below) may offer, which we will refer to collectively as the
“securities”. Each time we sell securities, a prospectus supplement that contains specific information about the terms
of that offering will be provided. The prospectus supplement will provide information regarding certain tax consequences of the
purchase, ownership and disposition of the offered securities. The prospectus supplement may also add to, update or change information
contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement,
you should rely on the information in that prospectus supplement. Each prospectus supplement will be filed with the SEC. You should
read both this prospectus and the applicable prospectus supplement, together with the additional information described under the
headings “Where You Can Find More Information” and “Incorporation of Documents by Reference”, before purchasing
any securities.
The registration statement containing this
prospectus, including exhibits to the registration statement, provides additional information about LBG, Lloyds Bank and the securities
offered under this prospectus. The registration statement can be read at the SEC’s offices or obtained from the SEC’s
website mentioned under the heading “Where You Can Find More Information”.
Certain Terms
In this prospectus, the terms “the
Company”, “LBG” and “the guarantor” refer to Lloyds Banking Group plc; the term “Lloyds Bank”
refers to Lloyds Bank plc; the term “Group” means Lloyds Banking Group plc, together with its subsidiary undertakings
from time to time; the terms “we”, “our” and “us” refer to each of Lloyds Banking Group plc
or Lloyds Bank plc, as applicable, as issuer of the relevant securities; and in the section titled “Description of Capital
Securities”, the terms “we”, “our” and “us” refer to Lloyds Banking Group plc as issuer
of the capital securities.
LBG publishes its consolidated financial
statements in pounds sterling (“£” or “sterling”), the lawful currency of the United Kingdom. In
this prospectus and any prospectus supplement, references to “dollars” and “$” are to United States dollars.
USE OF PROCEEDS
Unless a specific plan in the accompanying
prospectus supplement is disclosed, the net proceeds from the sale of the securities offered by this prospectus will be used for
the general corporate purposes of the Group. The Group has raised capital in various markets from time to time and we expect to
continue to raise capital in appropriate markets as and when required.
LLOYDS BANKING GROUP PLC
Lloyds Banking Group plc was incorporated
as a public limited company and registered in Scotland under the U.K. Companies Act 1985 on October 21, 1985 (registration number
95000). Lloyds Banking Group plc’s registered office is at The Mound, Edinburgh EH1 1YZ, Scotland, and its principal executive
offices are located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number + 44 (0) 20 7626 1500.
The history of the Group can be traced
back to the 18th century when the banking partnership of Taylors and Lloyds was established in Birmingham, England. Lloyds Bank
Plc was incorporated in 1865 and during the late 19th and early 20th centuries entered into a number of acquisitions and mergers,
significantly increasing the number of banking offices in the U.K. In 1995, it continued to expand with the acquisition of the
Cheltenham and Gloucester Building Society (C&G).
TSB Group plc became operational in 1986
when, following U.K. Government legislation, the operations of four Trustee Savings Banks and other related companies were transferred
to TSB Group plc and its new banking subsidiaries. By 1995, the TSB Group had, either through organic growth or acquisition, developed
life and
general insurance operations, investment management
activities, and a motor vehicle hire purchase and leasing operation to supplement its retail banking activities.
In 1995, TSB Group plc merged with Lloyds
Bank Plc. Under the terms of the merger, the TSB and Lloyds Bank groups were combined under TSB Group plc, which was re-named Lloyds
TSB Group plc, with Lloyds Bank Plc, which was subsequently re-named Lloyds TSB Bank plc, the principal subsidiary. In 1999, the
businesses, assets and liabilities of TSB Bank plc, the principal banking subsidiary of the TSB Group prior to the merger, and
its subsidiary Hill Samuel Bank Limited were vested in Lloyds Bank plc, and in 2000, Lloyds TSB Group acquired Scottish Widows.
In addition to already being one of the leading providers of banking services in the U.K., the acquisition of Scottish Widows also
positioned Lloyds TSB Group as one of the leading suppliers of long-term savings and protection products in the U.K.
The HBOS Group had been formed in September
2001 by the merger of Halifax plc and Bank of Scotland. The Halifax business began with the establishment of the Halifax Permanent
Benefit Building Society in 1852; the society grew through a number of mergers and acquisitions including the merger with Leeds
Permanent Building Society in 1995 and the acquisition of Clerical Medical in 1996. In 1997 the Halifax converted to plc status
and floated on the London stock market. Bank of Scotland was founded in July 1695, making it Scotland’s first and oldest
bank.
On September 18, 2008, with the support
of the U.K. Government, the boards of Lloyds TSB Group plc and HBOS plc announced that they had reached agreement on the terms
of a recommended acquisition by Lloyds TSB Group plc of HBOS plc. The shareholders of Lloyds TSB Group plc approved the acquisition
at the Company’s general meeting on November 19, 2008. On January 16, 2009, the acquisition was completed and Lloyds TSB
Group plc changed its name to Lloyds Banking Group plc.
Following sales by the U.K. Government
of its holding in the Company and further issues of ordinary shares by the Company, the U.K. Government’s holding has been
reduced to approximately 9 per cent as of June 1, 2016.
Pursuant to its decision approving state
aid to LBG, the European Commission required LBG to dispose of a retail banking business meeting minimum requirements for the number
of branches, share of the U.K. personal current accounts market and proportion of the LBG’s mortgage assets. This business
was rebranded as TSB in September 2013 and commenced operating separately within LBG. As a result, Lloyds TSB Bank plc was subsequently
re-named Lloyds Bank plc. Following disposals in 2014, LBG retained an interest of approximately 50 per cent in TSB as at December
31, 2014. LBG sold its remaining interest in TSB to Banco de Sabadell (Sabadell) in 2015, with the acquisition becoming unconditional
in all respects on June 30, 2015 following the receipt of all relevant regulatory clearances.
LLOYDS BANK
PLC
Lloyds Bank plc was incorporated under
the laws of England and Wales on April 20, 1865 (registration number 2065). Lloyds Bank’s registered office is at 25 Gresham
Street, London EC2V 7HN, United Kingdom, telephone number +44 (0) 20 7626 1500. Lloyds Bank is authorized by the Prudential Regulation
Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA. Lloyds Bank is
a wholly owned subsidiary of LBG.
DESCRIPTION
OF DEBT SECURITIES
The following is a summary of the general
terms of the debt securities issued by LBG and Lloyds Bank. Each time that debt securities are issued, a prospectus supplement
will be filed with the SEC, which you should read carefully. The prospectus supplement will summarize specific financial terms
of your security and may contain additional terms of those debt securities. The terms presented here, together with the terms contained
in the prospectus supplement, will be a description of the material terms of the debt securities, but if there is any inconsistency
between the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will
replace those presented here. Therefore, the statements we make below in this section may not apply to your debt security. You
should also read the indentures under which we and Lloyds Bank will respectively issue the debt securities, which have been filed
with the SEC as exhibits to the registration statement of which this prospectus is a part.
References to “debt securities”
in this prospectus, mean (i) the senior debt securities and subordinated debt securities
that may be issued by LBG, or (ii) the senior debt securities and subordinated debt securities that may be issued by Lloyds
Bank and guaranteed by LBG. The term “debt securities” does not include the “capital
securities” described under “Description of Capital Securities”.
Senior debt securities will be issued
under a senior debt indenture. Subordinated debt securities will be issued under a subordinated debt indenture. The subordinated
debt securities of any series will be subordinated obligations. Each indenture for debt securities issued by Lloyds Bank is a contract
between LBG, Lloyds Bank and The Bank of New York Mellon, which will initially act as trustee. Each indenture for debt securities
issued by LBG is a contract between LBG and The Bank of New York Mellon, which will initially act as trustee. None of the indentures
limit our ability to incur additional indebtedness, including additional senior indebtedness.
General
The debt securities are not deposits and
are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States
or the United Kingdom.
The indentures do not limit the amount
of debt securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for
any particular series of debt securities will contain, where applicable, the following terms of, and other information relating
to, any of the offered debt securities:
| · | whether LBG or Lloyds Bank is the issuer of the relevant debt securities; |
| · | whether they are senior debt securities or subordinated debt securities; |
| · | their title (which will distinguish the debt securities of the series from all other debt securities), authorized denomination
and aggregate principal amount; |
| · | the price or prices at which they will be issued; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can be deferred; |
| · | whether payments are conditional on our ability to make such payments and remain able to pay our debts as they fall due and
that our assets continue to exceed our liabilities (other than subordinated liabilities); |
| · | the times and places for payment of the principal of and premium, if any, and any interest, if any, on the debt securities; |
| · | the terms of any mandatory or optional redemption, including the amount of any premium; |
| · | any repurchase or sinking fund provisions; |
| · | if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon acceleration
or redemption; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | whether the debt securities will be issued in whole or in part in the form of one or more global securities; |
| · | provisions, if any, for the exchange, modification or conversion of such debt securities, including, but not limited to, with
respect to senior debt securities, the terms, if any, on which such senior debt securities may or will be converted into or exchanged
at our option or otherwise for our stock or other securities or for stock or other securities of another entity or other entities,
into a basket or baskets of such securities, into an index or indices of such securities, into the cash value therefor or into
any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such senior
debt securities may or shall be so converted or exchanged; |
| · | whether the amounts of payment of principal of and premium, if any, or interest, if any, on the debt securities may be determined
with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall
be determined and the calculation agent, if any, who will be appointed and authorized to calculate such amounts; |
| · | any modifications or additions to the events of default with respect to the debt securities offered; |
| · | any additional subordination terms with respect to the subordinated debt securities offered; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the
debt securities and whether, and on what terms, if other than those described in this prospectus, we or the guarantor may redeem
the debt securities following certain developments with respect to tax laws; |
| · | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; |
| · | any listing on a securities exchange; and |
| · | any other terms of the debt securities. |
In addition, the prospectus supplement
will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.
Debt securities may bear interest at a
fixed rate or a floating rate. We may sell any subordinated debt securities that bear no interest, or that bear interest at a rate
that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.
Holders of debt securities shall have no
voting rights except those described under the heading “—Modification and Waiver” below.
If
we issue subordinated debt securities that, in each case, qualify as Tier 2 capital or other capital for regulatory purposes, the
payment, subordination, redemption, events of default and other terms may vary from those described in this prospectus and will
be set forth in the relevant prospectus supplement.
Senior Guarantee of Debt Securities Issued by Lloyds Bank
LBG, as guarantor, will fully and unconditionally
guarantee payment in full to the holders of senior debt securities issued by Lloyds Bank and payment in full to the Trustee of
amounts due and owing under the senior debt indenture. The guarantee is set forth in, and forms part of, the indenture under which
senior debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required payment in respect
of its senior debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The
guarantee will be issued on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of
senior debt securities issued by Lloyds Bank may sue LBG to enforce their rights under the guarantee without first suing any other
person or entity. LBG may, without the consent of the holders of the debt securities, assume all of Lloyds Bank’s rights
and obligations under the debt securities and upon such assumption, Lloyds Bank will be released from its liabilities under the
senior debt indenture and the senior debt securities.
In addition, because LBG is a holding company,
its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors,
including, in the case of Lloyds Bank, its depositors, except to the extent that LBG may be a creditor with recognized claims against
it.
Subordinated Guarantee of Debt Securities Issued by Lloyds
Bank
LBG, as guarantor, will fully and unconditionally
guarantee payment in full to the holders of subordinated debt securities issued by Lloyds Bank and payment in full to the Trustee
of amounts due and owing under the subordinated securities indenture. The guarantee is set forth in, and forms part of, the indenture
under which subordinated debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required
payment in respect of its subordinated debt securities when due, LBG will cause the payment to be made to or to the order of the
applicable trustee. The guarantee will be issued on a subordinated basis when the guaranteed debt securities are issued under the
subordinated debt indenture. Holders of subordinated debt securities issued by Lloyds Bank may sue LBG to enforce their rights
under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities,
assume all of Lloyds Bank’s rights and obligations under the debt securities and upon such assumption, Lloyds Bank will be
released from its liabilities under the subordinated debt indenture and the subordinated debt securities.
Because the guarantee is subordinated,
if winding up proceedings with respect to LBG should occur, each holder may recover less ratably than the holders of its unsubordinated
liabilities. If, in any such winding up, the amount payable on any guarantee of any series of debt securities and any claims ranking
equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution
of LBG’s assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled
to any recovery with respect to the guarantee of any debt securities in any winding up or liquidation, the holder might not be
entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any
other lawful currency of the United Kingdom.
In addition, because LBG is a holding company,
its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors,
including, in the case of Lloyds Bank, its depositors, except to the extent that LBG may be a creditor with recognized claims against
it.
Payments
We will make any payments of interest and
principal on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates,
that are set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement
provides otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, the obligation
to make that payment shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class
of our share capital and, if it is a principal payment, until the first business day after the date that falls six months after
the original payment date (a “Deferred Payment Date”). If we fail to make a payment before the Deferred Payment Date,
that failure shall not create a default or otherwise allow any holder to sue us for the payment or take any other action. The relevant
prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities
can be deferred and any other terms relating to payments on subordinated debt securities.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement
provides otherwise, senior debt securities and coupons (if any) appertaining thereto constitute direct, unconditional, unsecured
and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement
provides otherwise, in a winding up, all payments on any series of subordinated debt securities will be subordinate to, and subject
in right of payment to the prior payment in full of, all claims of all creditors other than claims in respect of any liability
that is, or is expressed to be,
subordinated, whether only in the event of
a winding up or otherwise, to the claims of all or any creditors, in the manner provided in the relevant subordinated debt indenture.
General
As a consequence of these subordination
provisions, if winding up proceedings should occur, each holder of subordinated debt securities may recover less ratably than the
holders of unsubordinated liabilities. If, in any winding up, the amount payable on any series of debt securities and any claims
ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably
in any distribution of assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder
is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled
in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds respective amounts to which
they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation,
the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in
pounds sterling or any other lawful currency of the United Kingdom.
Agreement with Respect to the Exercise of U.K. Bail-in
Power
The debt securities may be subject to the
exercise of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus
supplement, if the U.K. bail-in power applies to the debt securities of a series, by its acquisition of the debt securities, each
holder of such debt securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution
authority and (b) the variation of the terms of debt securities or the relevant indenture, if necessary, to give effect to the
exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
Additional Amounts
Unless the relevant prospectus supplement
provides otherwise, amounts to be paid on any series of debt securities or under the guarantee 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 United Kingdom political
subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”), unless such deduction or
withholding is required by law. If at any time a U.K. taxing jurisdiction requires us to make such deduction or withholding, we
will pay additional amounts with respect to the principal of, interest and any other payments on, the debt securities (“Additional
Amounts”) that are necessary in order that the net amounts paid to the holders of those debt securities, after the deduction
or withholding, shall equal the amounts which would have been payable on that series of 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:
| · | the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business
or maintaining a permanent establishment or physically present in, a U.K. taxing jurisdiction or otherwise having some connection
with the U.K. taxing jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of,
or in respect of, principal of, or any interest or other payment on, any debt security of the relevant series or under the guarantee; |
| · | except in the case of a winding up in the United Kingdom, the relevant debt security is presented (where presentation is required)
for payment in the United Kingdom; |
| · | the relevant 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 debt security for payment at the close of that 30 day period; |
| · | the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of
principal of, or any interest or other payment on, the debt security failed to comply with a request by us, the guarantor or our
liquidator or other authorized person addressed to the holder to provide information concerning the nationality, residence or identity
of the holder or the beneficial owner or to make any declaration or other similar claim to satisfy any requirement, which is required
or imposed by a statute, treaty, regulation or administrative practice of a U.K. taxing jurisdiction as a precondition to exemption
from all or part of the tax, levy, impost, duty, charge or fee; |
| · | the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income or any Directive amending, supplementing or replacing such Directive, or any law implementing or complying with, or introduced
in order to conform to, such Directive or Directives; |
| · | the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would
have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a member
state of the European Union; |
| · | 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 |
| · | any combination of the above items, |
nor shall Additional Amounts be paid with respect to the principal
of, or any interest or other payment on, the debt securities or under the guarantee to any holder who is a fiduciary or partnership
or settlor with respect to such fiduciary or a member of such partnership 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 we refer in this prospectus and
any prospectus supplement, in any context, to the payment of the principal of or any interest or other payments on, or in respect
of, any debt security of any series, we mean to include the payment of Additional Amounts to the extent that, in the context, Additional
Amounts are, were or would be payable.
Redemption of Senior Debt Securities
Tax Redemption of Senior Debt Securities
Unless the relevant prospectus supplement
provides otherwise, we and the guarantor will have the option to redeem the senior debt securities of any series, as a whole but
not in part, upon not less than 30 nor more than 60 days’ notice to each holder of senior debt securities, on any interest
payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid interest, to the
redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at
any time, we or the guarantor determines that as a result of a change in or amendment to the laws or regulations of a U.K. taxing
jurisdiction, including any treaty to which it is a party, or any change in the application or interpretation of those laws or
regulations, including a decision of any court or tribunal which change or amendment becomes effective or applicable on or after
a date included in the terms of such senior debt securities:
| · | in making any payments on the particular series of senior debt securities or under the guarantee, we or the guarantor has paid
or will or would on the next interest payment date be required to pay Additional Amounts; |
| · | the payment of interest on the next interest payment date in respect of any of the series of senior debt securities would be
treated as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United
Kingdom, or any statutory modification or reenactment of such Act; or |
| · | on the next interest payment date we or the guarantor would not be entitled to claim a deduction in respect of the payment
of interest in computing our or the guarantor’s U.K. taxation liabilities, or the value of such deduction to us or the guarantor
would be materially reduced. |
Prior to the giving of any notice of redemption,
we or the guarantor must deliver to the trustee (i) a written legal opinion of independent United Kingdom counsel of recognized
standing selected by us or the guarantor in a form satisfactory to the trustee confirming that the relevant change or amendment
has occurred and that we or the guarantor is entitled to exercise its right of redemption; and (ii) an officer’s certificate,
evidencing compliance with such provisions and stating that we or the guarantor is entitled to redeem the senior debt securities
pursuant to the terms of such senior debt securities.
Optional Redemption of Senior Debt Securities
The relevant prospectus supplement will
specify whether or not the relevant issuer may redeem the senior debt securities of any series, in whole or in part, at its option,
including any conditions to its right to exercise such option, in any other circumstances and, if so, the prices and any premium
at which and the dates on which it may do so. Any notice of redemption of senior debt securities of any series will state, among
other items:
| · | the amount of senior debt securities to be redeemed if less than all of the outstanding senior debt securities of any series
is to be redeemed; |
| · | that, the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease
to accrue on such date; |
| · | the place or places at which such senior debt securities are to be surrendered for payment of the redemption price; and |
| · | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the senior debt securities being redeemed. |
In the case of a partial redemption, the
trustee shall select the senior debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent
with the rules and regulations of the applicable clearing system.
We or any of our respective subsidiaries
may at any time and from time to time purchase senior debt securities of any series in the open market or by tender (available
to each holder of senior debt securities of the relevant series) or by private agreement, if applicable law permits. Any senior
debt securities of any series that we purchase beneficially for our account, other than in connection with dealing in securities,
will be treated as cancelled and will no longer be issued and outstanding.
Redemption of Subordinated Debt Securities
Any terms of the redemption of any series
of subordinated debt securities, whether at our option or upon the occurrence of certain events (including, but not be limited
to, the occurrence of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.
Under existing PRA requirements, we may
not make any redemption or repurchase of certain debt securities beneficially for our own account, other than a repurchase in connection
with dealing in securities, unless, among other things, prior notice to the PRA is given and, in certain circumstances, the PRA
has consented or has not objected in advance. The PRA (or any successor thereto) may impose conditions on any redemption or repurchase,
all of which will be set out in the accompanying prospectus supplement with respect to any series of debt securities.
Modification and Waiver
We, the guarantor and the trustee may make
certain modifications and amendments to the applicable indenture with respect to any series of debt securities without the consent
of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the
holder or holders of not less than a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding
principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or
amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt
security affected that would:
| · | change the stated maturity of the principal amount of any debt security; |
| · | reduce the principal amount of, the interest rates on, or any premium payable upon the redemption of, with respect to, any
debt security; |
| · | reduce the amount of principal of discount securities that would be due and payable upon an acceleration of their maturity
date; |
| · | change any obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable; |
| · | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to modify or amend
the relevant indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event
of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); |
| · | modify the subordination provisions or change the terms of our obligations or the obligation of the guarantor in respect of
the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or |
| · | modify any of the above requirements. |
In addition, material variations in the
terms and conditions of our subordinated debt securities of any series, including modifications relating to subordination, redemption,
a Subordinated Debt Security Event of Default, or Subordinated Debt Security Default (as such terms are defined below) as described
in the relevant prospectus supplement, may require the non-objection from, or consent of, the PRA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement
provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities
shall result if:
| · | LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), does not pay any principal or interest on any senior
debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid
within 14 days following written notice from the trustee or from holders of 25% in aggregate principal amount of the outstanding
senior debt securities of that series to LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), requiring the
payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, LBG
(as issuer or guarantor, as applicable) or Lloyds Bank, as applicable, delivers a written opinion of legal advisors, who may be
an employee of, or legal advisors for, LBG or Lloyds Bank or other legal advisors, to the trustee, such opinion to be acceptable
to the trustee (“Opinion of Counsel”), concluding that such sums were not paid in order to comply with a law, regulation
or order of any court of competent jurisdiction; provided however, that the trustee may by notice to LBG or Lloyds Bank
require the applicable issuer 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 applicable issuer will forthwith take
and expeditiously proceed with such action and will 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 such payment will become due and payable on the expiration of 14 days after the trustee gives written notice to LBG or Lloyds
Bank, as applicable, informing it of such resolution. The foregoing shall not otherwise be deemed to impair the right of any holder
to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment;
or |
| · | LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), defaults in the performance or breaches, any covenant
or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not
been remedied within 60 days of receipt of a written notice from (i) the trustee certifying that in its opinion the breach is materially
prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied
or (ii) holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach
to be remedied; or |
| · | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective
shareholders’ resolution is validly adopted, for the winding-up of LBG (as issuer or guarantor, as applicable) or Lloyds
Bank (as issuer), (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy
or insolvency). |
If a Senior Debt Security Event of Default
occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the senior outstanding debt
securities of that series may at their discretion declare the outstanding senior debt securities of that series to be due and repayable
immediately (and the senior debt securities of that series shall thereby become due and repayable) at their principal amount (or
at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together
with accrued interest, if any, as provided in the prospectus supplement. However, after this declaration but before the trustee
obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the
outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only
if all Senior Debt Security Events of Default have been remedied and all payments due, other than those due as a result of acceleration,
have been made. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable,
against LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), to enforce payment. Subject to the indenture provisions
for the indemnification of the trustee, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt
securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of
and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee
with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture,
must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction,
and not expose the trustee to undue risk. The trustee may also take any other action, consistent with the direction, that it deems
proper.
Notwithstanding any contrary provisions,
nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect
to the senior debt securities.
By accepting a senior debt security, each
holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt
securities or the applicable indenture that they might otherwise have against LBG (as issuer or guarantor, as applicable) or Lloyds
Bank (as issuer) whether before or during the winding up of LBG or Lloyds Bank, as applicable.
Subordinated Debt Security Events of
Default
Unless the relevant prospectus supplement
provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt
securities of LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer) with respect to any series of subordinated
debt security shall result if either:
| · | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
| · | an effective shareholders’ resolution is validly adopted, for the winding-up of LBG (as issuer or guarantor, as applicable)
or Lloyds Bank (as issuer), other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy
or insolvency. |
If a Subordinated Debt Security Event of
Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding
subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture
the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount,
together with any accrued interest), including any deferred interest on the subordinated debt securities of the series. However,
after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a
majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration
of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default have been remedied and all payments
due, other than those due as a result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security
Events of Default, the subordinated debt indentures also separately provide for Subordinated Debt Security Defaults. Unless the
relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect
to any series of subordinated debt securities if:
| · | any installment of interest upon any subordinated debt security of that series is not paid on or before its deferred payment
date or such other date specified for its payment in the subordinated debt indentures and such failure continues for 14 days; or |
| · | all or any part of the principal of any subordinated debt security of that series is not paid on its deferred payment date,
or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default
occurs and is continuing, the trustee may commence a proceeding in England and Scotland (but not elsewhere) for the winding-up
of LBG or Lloyds Bank, as applicable.
However, a failure to make any payment
on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order
to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG or Lloyds
Bank delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day
or seven day period by independent legal advisers.
Notwithstanding any contrary provisions,
nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect
to the subordinated debt securities.
By accepting a subordinated debt security,
each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect
to the subordinated debt security or the applicable indenture (or between obligations which LBG or Lloyds Bank may have under or
in respect of any subordinated debt security and any liability owed by a holder or the trustee to LBG or Lloyds Bank, as applicable)
that they might otherwise have against LBG or Lloyds Bank, whether before or during the winding up or liquidation of LBG or Lloyds
Bank, as applicable.
Events of Default and Defaults–General
The holder or holders of not less than
a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security
Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series,
except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default,
in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant
or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities
of such series.
Subject to certain exceptions, such as
in the case of a payment default, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security
Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial
to the interests of the holders.
Subject to the provisions of the applicable
indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of
Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee
will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable
indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of
a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture
and does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any
debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which
is not inconsistent with that direction.
The indentures provide that the trustee
will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default
or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities
of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default
or Subordinated Debt Security Default, has been cured or waived. However, the trustee shall be protected in withholding notice
if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the trustee
a statement as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business
Days of a written request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We or the guarantor may, without the consent
of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our or the guarantor’s assets
substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation,
or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes,
by a supplemental indenture, our obligations on the debt securities or, if applicable, LBG’s obligations under the guarantees
of any securities issued by Lloyds Bank, and under the applicable indenture, immediately after giving effect to such transaction,
no event of default shall have occurred and be continuing, and we or the guarantor procures the delivery of a customary officer’s
certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and
regulation, any of our wholly-owned subsidiaries may assume the obligations under the debt securities of any series without
the consent of any holder, provided that we unconditionally guarantee, which, in the case of subordinated debt securities
shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the
debt securities of that series. In such case, all of the direct obligations under the debt securities of the series and the
applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be
payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to
exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which
the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if the guarantor makes payments
under such guarantee, the guarantor shall also be required to pay Additional Amounts related to taxes, subject to the
exceptions described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction
by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the debt
securities of the relevant series in the circumstances described in “—Redemption of Senior Debt Securities” above
with respect to any change or amendment to, or change in the application or official interpretation of, the laws or
regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the
date of the assumption.
An assumption of our obligations under
the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities
for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax
purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state
and local income tax consequences of an assumption.
Governing Law
The debt securities and the indentures
will be governed by and construed in accordance with the laws of the State of New York and the Trust Indenture Act of 1939, as
amended (“TIA”), one of the U.S. Securities laws, except that, as the indentures specify, (i) the subordination provisions
relating to each series of debt securities issued by Lloyds Bank in the relevant indenture will be governed and construed in accordance
with the laws of England and the subordination provisions relating to the guarantees endorsed on each such series of debt securities
in the indentures will be governed and construed in accordance with the laws of Scotland and (ii) the subordination provisions
relating to each series of debt securities issued by LBG in the relevant indenture will be governed and construed in accordance
with the laws of Scotland.
Notices
All notices to holders of registered debt
securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses
in the registers maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through
its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject
to all the duties and responsibilities specified with respect to an indenture trustee under the TIA. Subject to the provisions
of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures at the request of any
holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole discretion, by
the holder against the costs, expense and liabilities which might be incurred thereby. LBG, Lloyds Bank and certain members of
the Group maintain deposit accounts and conduct other banking transactions with The Bank
of New York Mellon in the ordinary course
of our business. The Bank of New York Mellon under a nominee name is also the book-entry depositary with respect to certain of
our debt securities and the depositary with respect to the ADSs representing certain of our preference shares.
Consent to Service of Process
Under the indentures, LBG and Lloyds Bank
irrevocably designate their Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas,
34th Floor, New York, NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of
or relating to the indentures or any debt securities brought in any federal or state court in the Borough of Manhattan, in The
City of New York, New York and LBG and Lloyds Bank irrevocably submit to the jurisdiction of those courts.
DESCRIPTION
OF CAPITAL SECURITIES
The following is a summary of the general
terms of the capital securities we may issue under this registration statement. Each time that capital securities are issued, a
prospectus supplement will be filed with the SEC, which you should read carefully. The prospectus supplement will summarize specific
financial terms of your security and may contain additional terms of those capital securities. The terms presented here, together
with the terms contained in the prospectus supplement, will be a description of the material terms of the capital securities, but
if there is any inconsistency between the terms presented here and those in the prospectus supplement, those in the prospectus
supplement will apply and will replace those presented here. Therefore, the statements we make below in this section may not apply
to your capital security. Capital securities will be issued under an indenture. The indenture is a contract between us and The
Bank of New York Mellon, as trustee. The indenture does not limit our ability to incur additional indebtedness, including the issuance
of further capital securities. You should also read the indenture and any related supplemental indenture establishing such capital
securities, which we have filed with the SEC as exhibits to the registration statement of which this prospectus is a part.
General
Capital securities mean our subordinated
convertible debt securities mandatorily convertible into our ordinary shares on the occurrence of certain events. The capital securities
are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency
of the U.S. or the U.K.
We may issue capital securities in one
or more series. The relevant prospectus supplement for any particular series of capital securities will describe the terms of the
offered capital securities, including some or all of the following terms:
| · | the specific designation, authorized denomination and aggregate principal amount of the capital securities; |
| · | whether the capital securities qualify for regulatory capital treatment as additional tier 1 capital or otherwise; |
| · | whether such capital securities will be dated capital securities with a specified maturity date or undated capital securities
with no specified maturity date; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can or must be deferred or cancelled in certain circumstances or at our option, whether the
payment of principal can be deferred and the subordination terms; |
| · | the price or prices at which they will be issued; |
| · | whether and how the capital securities may or must be converted into our ordinary shares or any other type of securities, or
their cash value, or a combination of these, including upon the occurrence of certain events that may give rise to such conversion; |
| · | whether payments are subject to certain conditions that relate to our financial condition, including our capital ratios; |
| · | the times and places for payment of the principal of and any premium, if any, and/or interest, if any, on the capital securities; |
| · | the terms and conditions of any mandatory or optional redemption, including the amount of any premium; |
| · | any modifications or additions to the events of default with respect to the capital securities offered; |
| · | the terms and conditions, if any, under which we may elect to substitute or vary the terms of the capital securities; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | any index used to determine the amount of any payments on the capital securities; |
| · | any restrictions that apply to the offer, sale and delivery of the capital securities; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the
capital securities following certain developments with respect to withholding tax or information reporting laws and whether, and
on what terms, if other than those described in this prospectus, we may redeem the capital securities following those developments; |
| · | any listing on a securities exchange; |
| · | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; and |
| · | any other or different terms of the capital securities. |
In addition, the prospectus supplement
will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of capital securities.
Capital securities may bear interest at
a fixed rate or a floating rate. We may also sell capital securities that bear no interest, or that bear interest at a rate that
at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.
Holders of capital securities shall have
no voting rights except those described under the heading “—Modification and Waiver” below, unless and until
such capital securities are converted into our ordinary shares, in which case holders will have the voting rights described under
“Description of Ordinary Shares—Voting Rights”.
If we issue subordinated capital securities
that qualify as Additional Tier 1 or Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption,
events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus
supplement.
Agreement with Respect to the Exercise of U.K. Bail-in
Power
The capital securities may be subject to
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus
supplement, if the U.K. bail-in power applies to the capital securities of a series, by its acquisition of the capital securities,
each holder of such capital securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority and (b) the variation of the terms of capital securities or the relevant indenture, if necessary, to
give effect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
Payments
We will make any payments of interest and
principal, on any particular series of capital securities on the dates and, in the case of payments of interest, at the rate or
rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
The relevant prospectus supplement may provide that we are not obligated to make payments of principal or interest on any scheduled
payment date,
that interest payments may or must be cancelled
or deemed cancelled, in whole or in part, and that any such cancellation or deemed cancellation will not create a default or an
event of default under the capital securities indenture.
Subordination
Each capital security will constitute our
direct, unsecured and subordinated obligations, ranking equally without any preference among capital securities of the same series.
The rights and claims of the holders of any series of capital securities will be subordinated as described in the relevant prospectus
supplement with respect to such series. The relevant prospectus supplement will set forth the nature of the subordinated ranking
of each series of capital securities relative to the debt and equity issued by us, including to what extent the capital securities
may rank junior in right of payment to our other obligations or in any other manner.
Additional Amounts
Unless the relevant prospectus supplement
provides otherwise, amounts on any series of capital securities will be paid by us without withholding or deduction for or on account
of any present or future tax, duty, assessment or governmental charge of whatsoever nature imposed, levied, collected, withheld
or assessed by or on behalf of the U.K. taxing jurisdiction, unless such withholding or deduction is required by law. If at any
time a U.K. taxing jurisdiction requires us to make such deduction or withholding of any such tax, duty, assessment or governmental
charge, unless the relevant prospectus supplement provides otherwise, we will pay such additional amounts in respect of, payments
of interest, if any, on any series of capital securities (“Additional Amounts”) as may be necessary in order that the
net amounts paid to the holders of the capital securities, after such deduction or withholding, shall equal the respective amounts
of interest, if any, which would have been payable in respect of such capital securities had no such deduction or withholding been
required. However, no such Additional Amounts will be payable with respect to any capital security:
| · | held by or on behalf of any holder who is liable to such tax, duty, assessment or governmental charge in respect of such capital
security by reason of such holder having some connection with the United Kingdom other than the mere holding of such capital security;
or |
| · | to, or to a third party on behalf of, a holder if such withholding or deduction may be avoided by complying with any statutory
requirement or by making a declaration of non-residence or other similar claim for exemption to any authority of or in the United
Kingdom, unless such holder proves that he is not entitled so to comply or to make such declaration or claim; or |
| · | to, or to a third party on behalf of, a holder that is a partnership, or a holder that is not the sole beneficial owner of
the capital security, or which holds the capital security in a fiduciary capacity, to the extent that any of the members of the
partnership, the beneficial owner or the settlor or beneficiary with respect to the fiduciary would not have been entitled to the
payment of an additional amount had each of the members of the partnership, the beneficial owner, settlor or beneficiary (as the
case may be) received directly its beneficial or distributive share of the payment; or |
| · | presented or surrendered for payment more than 30 days after the date payment became due or was provided for, except to the
extent that the Holder thereof would have been entitled to such Additional Amounts on presenting or surrendering the same for payment
at the expiry of such period of 30 days; or |
| · | where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European
Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order
to conform to, such Directive; or |
| · | in respect of any capital security presented or surrendered for payment by or on behalf of a holder who would have been able
to avoid such withholding or deduction by presenting or surrendering the relevant capital security to another paying agent in a
member state of the European Union; or |
| · | any combination of the above. |
Whenever this prospectus or the relevant
prospectus supplement mentions, in any context, the payment of the principal of, premium, if any, or interest, if any, and any
other payments on, or in respect of, any capital security of any series such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this “Additional Amounts” 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.
Redemption
Any terms of the redemption of any series
of capital securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence
of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.
Modification and Waiver
We and the trustee may make certain modifications
and amendments to the applicable indenture with respect to any series of capital securities without the consent of the holders
of such capital securities. Other modifications and amendments may be made to the applicable indenture with the consent of not
less than 2/3 (two thirds) in aggregate outstanding principal amount of the capital securities of the series outstanding under
the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments
may be made without the consent of the holder of each capital security affected that would:
| · | change the stated maturity, if any, of any principal amount or any interest amounts of any capital security; |
| · | change the terms of any capital security to include a stated maturity date; |
| · | reduce the principal amount of, the interest rates of, any premium payable upon the redemption of or the amount of principal
of an original issue discount security that would be due and payable upon an acceleration of the maturity of any capital security,
other than as permitted under the applicable indenture; |
| · | change our (or any successor’s) obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable (or, in the case of a redemption or exchange,
on or after the redemption date or the exchange date, as the case may be); |
| · | reduce the percentage in aggregate principal amount of outstanding capital securities of the series necessary to modify or
amend the applicable indenture or to waive compliance with certain provisions of the applicable indenture; |
| · | modify the subordination provisions or the terms and conditions of our obligations in respect of the due and punctual payment
of amounts due and payable on the capital securities in a manner adverse to the holders; or |
| · | modify any of the above requirements. |
In addition, unless the relevant prospectus
supplement provides otherwise, any variations in the terms and conditions of the capital securities of any series, including modifications
relating to the subordination or redemption provisions of such capital securities, can only be made in accordance with the rules
and requirements of the PRA, as and to the extent applicable from time to time.
Events of Default; Limitation of Remedies
Events of Default
Unless the relevant prospectus supplement
provides otherwise, an “Event of Default” with respect to any series of capital security shall result if either:
| · | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days, or |
| · | an effective shareholders’ resolution is validly adopted, for our winding-up, other than under or in connection with
a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If an Event of Default provided for in
a supplemental indenture for any series of capital securities, occurs and is continuing, the trustee or the holders of at least
25% in aggregate principal amount of the outstanding capital securities of each series may declare the principal amount, together
with accrued interest (if any) and Additional Amounts (if any), payable on such capital securities, of all the capital securities
of that series to be due and payable immediately, by a notice in writing to us, and upon such declaration such amount shall become
immediately due and payable. However, after this declaration but before the trustee obtains a judgment or decree for payment of
money due, the holder or holders of a majority in aggregate principal amount of the outstanding capital securities of the series
may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied or waived
and all payments due, other than those due as a result of acceleration, have been made.
By accepting a capital security, each holder
and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the
capital security or the indenture (or between obligations which LBG may have under or in respect of any capital security and any
liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding
up.
Events of Default—General
Except as otherwise specified in the relevant
supplemental indenture with respect to a series of capital securities, the holder or holders of not less than a majority in aggregate
principal amount of the outstanding capital securities of any series may waive any past Event of Default with respect to the series,
except an Event of Default in respect of the payment of principal of any capital security or in respect of a Winding-Up or Administration
Event (as defined below). A Winding-Up or Administration event means (i) an order is made, or an effective resolution is passed,
for the winding-up of LBG (except in any such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction
or amalgamation of LBG or the substitution in place of LBG of a successor in the business of LBG, the terms of which (i) have previously
been approved in writing by holders of not less than 2/3 (two thirds) in aggregate principal amount of the capital securities and
(ii) do not provide that the capital securities shall thereby become redeemable or repayable in accordance with their terms); or
(ii) the appointment of an administrator of LBG and such administrator declares, or gives notice that it intends to declare and
distribute a dividend.
Upon any such waiver, such Event of Default
will cease to exist, and any such Event of Default with respect to any series arising therefrom will be deemed to have been cured
and not to have occurred; provided that no such waiver will extend to any subsequent or other Event of Default or impair any right
consequent thereon.
Subject to the indenture provisions for
the indemnification of the trustee and the provisions of any supplemental indenture establishing any series of capital securities,
the holder or holders of a majority in aggregate principal amount of the outstanding capital securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law
or with the indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders
of any capital securities of any series not taking part in that direction. The trustee may take any other action that it deems
proper which is not inconsistent with that direction.
The indenture provides that the trustee
will, within 90 days after the occurrence of an Event of Default with respect to the capital securities of any series, give to
each holder of the capital securities of the affected series notice of the Event of Default known to it, unless the Event of Default
has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding
notice is in the interest of the holders.
We are required to furnish to the trustee
annually and within five business days of a written request from the trustee, a statement as to our compliance with all conditions
and covenants under the indenture.
Limitation on Suits
No holder of capital securities will be
entitled to proceed directly against us, except as described below.
Subject to any further limitations provided
in the relevant prospectus supplement and supplemental indenture establishing any series of capital securities, before a holder
of the capital securities may bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to
enforce its rights or protect its interests relating to the capital securities, the following must occur:
| · | The holder must give the trustee written notice that a continuing Event of Default has occurred and remains uncured. |
| · | The holders of not less than 25% in aggregate principal amount of outstanding capital securities of the relevant series must
make a written request that the trustee institute proceedings because of the Event of Default, and the holder must offer indemnity
satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request. |
| · | The trustee must not have taken action for 60 days after receipt of the above notice and offer of security or indemnity, and
the trustee must not have received an inconsistent direction from the majority in principal amount of all outstanding capital securities
of the relevant series during that period. |
Notwithstanding any other provision of
the capital securities indenture or the capital securities, the right of any holder of capital securities to receive payment of
the principal of (and premium, if any, on), and interest on, the capital securities, on or after the due dates thereof or to institute
suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent
of such holder.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders
of any of the capital securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to
any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of
our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture,
our obligations on the capital securities and under the applicable indenture, immediately after giving effect to such transaction
no event of default and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred
and be continuing, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the
conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation
(including, if and to the extent required at such time by the applicable regulatory capital rules, regulations or standards, the
prior consent of the PRA), any of our wholly-owned subsidiaries may assume our obligations under the capital securities of any
series without the consent of any holder, provided that certain conditions are satisfied. If the conditions set out in the capital
securities indenture are satisfied, all of our direct payment obligations under the capital securities of the series and the applicable
indenture shall immediately be discharged. Any Additional Amounts under the capital securities of the series will be payable in
respect of taxes imposed by the jurisdiction in which the assuming holding company or wholly-owned subsidiary is organized or tax
resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes
imposed by the U.K. taxing jurisdiction, rather than taxes imposed by the U.K. taxing jurisdiction. The wholly-owned subsidiary
that assumes our obligations will also be entitled to redeem the capital securities of the relevant series, provided, however,
that the right of the successor to redeem the capital securities of the relevant series shall only apply with respect to any change
or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of
the successor’s jurisdiction of incorporation which occurs after the date of assumption.
An assumption of our obligations under
the capital securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those capital securities
for new capital securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income
tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal,
state and local income tax consequences of an assumption.
Governing Law
The capital securities and the indentures
will be governed by and construed in accordance with the laws of the State of New York and the TIA, except that, as the indentures
specify, the subordination provisions of each series of capital securities will be governed by and construed in accordance with
the laws of Scotland.
Notices
All notices to holders of registered capital
securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses
in the register maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through
its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures with respect to the capital securities.
The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under
the TIA. Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by
the indenture at the request of any holder of capital securities, unless offered indemnity satisfactory to the Trustee in its sole
discretion by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries
maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our
business. The Bank of New York Mellon is also the book-entry depositary and paying agent with respect to our capital securities.
The Bank of New York Mellon is the depositary with respect to the American Depositary Shares representing certain of our preference
shares and our ordinary shares.
Consent to Service of Process
Under the indenture, we irrevocably designate
our Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York,
NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the indenture
or any capital securities brought in any federal or state court in the Borough of Manhattan, in The City of New York, New York
and we irrevocably submit to the jurisdiction of those courts.
DESCRIPTION
OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CAPITAL SECURITIES
Form of Debt Securities and Capital Securities; Book-Entry
System
General
Unless the relevant prospectus supplement
states otherwise, the debt securities and capital securities shall initially be represented by one or more global securities in
registered form, without coupons attached, and will be deposited with or on behalf of one or more depositaries, including, without
limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream
Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such
depositary or its nominee. Unless and until the debt securities or capital securities, as applicable, are exchanged in whole or
in part for other securities under the terms of the applicable indenture or the global securities are exchanged for definitive
securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the
depositary.
Special procedures to facilitate clearance
and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where
payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers
and the securities will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are
not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems
for these securities.
The debt securities and capital securities
may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.
Neither we nor the trustee nor any of our
or their agents has any responsibility for any aspect of the actions of DTC, Euroclear or Clearstream Luxembourg or any of their
direct or indirect participants. Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect
of the records kept by DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor
the trustee nor any of our or their agents supervise these systems in any way. This is also true for any other clearing system
indicated in a prospectus supplement.
DTC, Euroclear or Clearstream Luxembourg
and their participants perform these clearance and settlement functions under agreements they have made with one another or with
their customers. Investors should be aware that DTC, Euroclear or Clearstream Luxembourg and their participants are not obligated
to perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems
in this section reflects our understanding of the rules and procedures of DTC, Euroclear or Clearstream Luxembourg as they are
currently in effect. Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee,
is the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for
all purposes under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”,
no participant, indirect participant or other person will be entitled to have debt securities or capital securities, as applicable,
registered in its name, receive or be entitled to receive physical delivery of debt securities or capital securities, as applicable,
in definitive form or be considered the owner or holder of the debt securities or capital securities, as applicable, under the
indentures. Each person having an ownership or other interest in debt securities or capital securities, as applicable, must rely
on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the
participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations
of a holder under the indentures, the debt securities or capital securities, as applicable.
Payments on Global Securities
Payments of any amounts in respect of any
global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities
or capital securities, as applicable, in accordance with the rules and procedures of the depositary or its direct and indirect
participants, as applicable. We, the guarantor, the trustee and any of our and their agents will not have any responsibility or
liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and
any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through
to any beneficial owner any payments that we or the guarantor makes to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg
have advised us as follows:
DTC. DTC, the world’s largest
securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds securities deposited
with it by its participants (“Direct Participants”) and facilitates the post-trade settlement among its Direct Participants
of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available
to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that
clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable
to its participants are on file with the SEC.
Euroclear. Euroclear holds securities
for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery
against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and
securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear
Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy
for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers
and dealers and other professional financial intermediaries and may include any underwriters for the debt securities or capital
securities, as applicable. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities
clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”), and applicable
law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream
Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject
to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds
securities for its participants and facilitates the clearance and settlement of securities transactions between its participants
through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates.
Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic
markets in several countries.
Clearstream Luxembourg’s customers
include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional
financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream
Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships
with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC.
Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream
Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited
to cash accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream
Luxembourg.
Other Clearing Systems. We may choose
any other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system
we choose will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of debt securities and
capital securities will be cleared through one or more of the clearing systems that we have described above or any other clearing
system that is specified in the applicable prospectus supplement. Payment for debt securities and capital securities will be made
on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus
supplement.
Clearance and settlement procedures may
vary from one series of debt securities and capital securities, as applicable, to another according to the currency that is chosen
for the specific series of debt securities or capital securities. Customary clearance and settlement procedures are described below.
We will submit applications to the relevant
system or systems for the debt securities and capital securities to be accepted for clearance. The clearance numbers that are applicable
to each clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures
DTC. DTC participants that hold
debt securities or capital securities, as applicable, through DTC on behalf of investors will follow the settlement practices applicable
to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Debt securities and capital securities,
as applicable, will be credited to the securities custody accounts of these DTC participants against payment in same-day funds,
for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities or capital
securities, as applicable, will be credited free of payment on the settlement date. If payment is made other than in U.S. dollars,
separate payment arrangements outside of the DTC system must be made between the DTC Participants involved.
Euroclear and Clearstream Luxembourg.
We understand that investors that hold debt securities or capital securities, as applicable, through Euroclear or Clearstream Luxembourg
accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.
Debt securities or capital securities,
as applicable, will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the
business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against
payment for value on the settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures
applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement
will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment
is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants
involved.
Trading Between Euroclear and/or Clearstream
Luxembourg Participants
We understand that secondary market trading
between Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and
operating procedures of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable
to conventional Eurobonds in registered form for securities.
Trading Between a DTC Seller and a Euroclear
or Clearstream Luxembourg Purchaser
A purchaser of debt securities or capital
securities, as applicable, that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream
Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities
or capital securities, as applicable, from the selling DTC participant’s account to the account of the purchasing Euroclear
or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary
for Euroclear and Clearstream Luxembourg to receive the debt securities or capital securities, as applicable, either against payment
or free of payment.
The interests in the debt securities or
capital securities, as applicable, will be credited to the respective clearing system. The clearing system will then credit the
account of the participant, following its usual procedures. Credit for the debt securities or capital securities, as applicable,
will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities or capital
securities, as applicable, will accrue from, the value date, which would be the preceding day, when settlement occurs in New York.
If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will
be valued as of the actual settlement date instead.
Euroclear participants or Clearstream Luxembourg
participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position
funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream
Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt
securities or capital securities, as applicable, are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream
Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that
credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants
purchasing debt securities or capital securities, as applicable, would incur overdraft charges for one business day (assuming they
cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt securities
or capital securities, as applicable, would accrue from the value date. Therefore, in many cases, the investment income on debt
securities or capital securities, as applicable, that is earned during that one-business day period may substantially reduce or
offset the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.
Because the settlement will take place
during New York business hours, DTC participants will use their usual procedures to deliver debt securities or capital securities,
as applicable, to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds
will be available to the DTC seller on the settlement date. For DTC participants, then, a cross-market transaction will settle
no differently than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will
only be able to make and receive deliveries, payments and other communications involving the debt securities or capital securities,
as applicable, through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may
not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences,
there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in
the United States. U.S. investors who wish to transfer their interests in the debt securities or capital securities, as applicable,
or to receive or make a payment or delivery of the debt securities or capital securities, as applicable, on a particular day, may
find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream
Luxembourg or Euroclear is used.
Issuance of Definitive Securities
So long as the depositary holds the global
securities of a particular series of debt securities or capital securities, as applicable, such global securities will not be exchangeable
for definitive securities of that series unless:
| · | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities
or capital securities, as applicable, or the depositary ceases to be a clearing agency registered under the Exchange Act; |
| · | we are wound up and we fail to make a payment on the debt securities or capital securities, as applicable, when due; or |
| · | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt
securities or capital securities should be exchanged for definitive debt securities or capital securities, as applicable, of that
series in registered form. |
Each person having an ownership or other
interest in a debt security or capital security, as applicable, must rely exclusively on the rules or procedures of the depositary
as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream
Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest,
to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and
in our sole discretion that debt securities or capital securities, as applicable, shall no longer be represented by global securities.
DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial
interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange
for any such beneficial interests withdrawn.
Unless otherwise specified in the relevant
prospectus supplement, definitive debt securities and definitive capital securities will be issued in registered form only. To
the extent permitted by law, we, the guarantor, the trustee and any paying agent shall be entitled to treat the person in whose
name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive
securities and definitive capital securities will be made to the person in whose name such definitive securities are registered
as it appears in the register for that series of debt securities or capital securities, as applicable. Payments will be made in
respect of the debt securities or capital securities, as applicable, by check drawn on a bank in New York or, if the holder requests,
by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive debt securities
or capital securities, as applicable, of a particular series in exchange for a particular global security, the depositary, as holder
of that global security, will surrender it against receipt of the definitive debt securities or capital securities, as applicable,
cancel the book-entry debt securities or capital securities, as applicable, of that series, and distribute the definitive debt
securities or capital securities, as applicable, of that series to the persons and in the amounts that the depositary specifies
pursuant to the internal procedures of such depositary.
If definitive securities are issued in
the limited circumstances described above, those securities (i) will be transferable only on the register for that series of debt
securities or capital securities, and (ii) may be transferred in whole or in part in denominations of any whole number of securities
upon surrender of the definitive
securities certificates together with the
form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities
certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor
within three business days after the paying agent receives the certificate. The new certificate representing the balance will be
delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the
records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee
within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder
entitled to the securities represented by the certificate, to the address specified in the form of transfer.
DESCRIPTION
OF ORDINARY SHARES
The
following is a summary of the material terms of the ordinary shares of nominal value of £0.10, as set forth in our articles
of association and the material provisions of U.K. law. This description is a summary and does not purport to be complete. You
are encouraged to read our articles of association, which are filed as an exhibit to the registration statement of which this document
is a part.
Share Capital
As at December 31, 2015, the number of
shares outstanding was as follows:
|
Class
of Share |
number
(in thousands) |
amount
(in £m) |
| |
|
|
| Ordinary shares, nominal value of 10 pence each |
71,373,735 |
7,137 |
| Limited voting shares, nominal value of 10 pence each |
80,921 |
8 |
| Preference shares, nominal value of 25 pence each |
412,204 |
103 |
| Preference shares, nominal value of 25 cents each |
1,207 |
– |
| Preference shares, nominal value of 25 euro cents each |
– |
– |
Objects of Lloyds LBG
The objects of LBG are unrestricted.
Voting Rights
For the purposes of determining which persons
are entitled to attend or vote at a meeting and how many votes such persons may cast, LBG may specify in the notice of the meeting
a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order
to have the right to attend or vote at the meeting. Every holder of ordinary shares who is entitled to be and is present in person
(including any corporation by its duly authorized representative) at a general meeting of LBG and is entitled to vote will have
one vote on a show of hands and, on a poll, if present in person or by proxy, will have one vote for every such share held by him,
save that a member will not be entitled to exercise the right to vote carried by such shares if he or any person appearing to be
interested in the shares held by him has been duly served with a notice under section 793 of the Companies Act 2006 (requiring
disclosure of interests in shares) and is in default in supplying LBG with information required by such notice. The limited voting
shares confer the right to receive notice of and to attend and speak at all general meetings of LBG, but do not confer a right
to vote unless the business of the meeting includes the consideration of a resolution:
| · | for the winding-up of LBG; or |
| · | to vary the rights of the limited voting shares. |
In any such case, the holder may vote the
limited voting shares only in respect of such resolution and will have the same rights with regard to the number and exercise of
votes as a holder of ordinary shares but, in the case of a variation in the rights of limited voting shares, shall also have the
protection of a requirement for approval of the variation by way of a special resolution at a separate class meeting of the holders
of limited voting shares or by obtaining the consent in writing of the holders of three-quarters in nominal value of the issued
shares of that class.
General Meetings
LBG must give at least 21 days’ notice
in writing of an annual general meeting. All other general meetings may be called by giving at least 14 days’ notice subject
to satisfying the criteria set out under the Companies Act 2006 (such as continuing shareholder approval for holding general meetings
on 14 days’ notice). The notice must specify a deadline by which those who wish to attend or vote must register. Such deadline
must be no more than 48 hours. The directors may make arrangements to regulate the level of attendance at any place specified for
the holding of a general meeting and, in any such case, shall direct that the meeting be held at a place identified in the notice
of meeting, where the chairman of the meeting shall attend, and make arrangements for simultaneous attendance and participation
by members and proxies at other locations. The chairman of a general meeting has express authority to adjourn the meeting if, in
his opinion, it appears impracticable to hold or continue the meeting because of crowding or unruly conduct or because an adjournment
is otherwise necessary for the proper conduct of the meeting. Annual general meetings of LBG are to be held in Edinburgh or such
other place in Scotland as the directors shall appoint.
Dividends and other Distributions and Return of Capital
The shareholders in general meeting may,
by ordinary resolution, declare dividends to be paid to members of LBG, but no dividends shall be declared in excess of the amount
recommended by the directors. The directors may pay fixed dividends on any class of shares carrying a fixed dividend and may also
from time to time pay dividends, interim or otherwise, on shares of any class. Except in so far as the rights attaching to any
shares otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up thereon.
Subject to the rights attaching to any shares, any dividend or other monies payable in respect of a share may be paid in such currency
or currencies as the directors may determine using such exchange rates as the directors may select.
The opportunity to elect to receive new
shares instead of any cash dividend recommended by the directors, may be offered to shareholders provided that the directors shall
have obtained in advance the shareholders’ approval to do so as required by the Articles of Association.
The limited voting shares do not confer
a right to participate in any distribution of profits by way of dividend. For any other distributions, the limited voting shares
shall be deemed to confer rights and interests in the profits equally with the holders of ordinary shares according to the amounts
paid up on such limited voting shares and ordinary shares respectively otherwise than in advance of calls.
On any distribution by way of capitalization,
the amount to be distributed will be appropriated amongst the holders of ordinary shares and limited voting shares in proportion
to their holdings of ordinary shares and limited voting shares (pro rata to the amount paid up thereon). Sums to be distributed
must be applied (i) in paying up in full unissued ordinary shares and limited voting shares of LBG, where a shareholder will be
entitled to receive bonus shares of the same class as the shares giving rise to his entitlement to participate in the capitalization,
and/or (ii) in or towards paying up amounts unpaid on any shares held by such shareholders.
Any dividend that remains uncashed or unclaimed
after a period of 12 years from the date of declaration of such dividend will be forfeited and revert to LBG. No dividends or other
monies payable on or in respect of a share shall bear interest against LBG.
On a return of capital, whether in a winding-up
or otherwise, the ordinary shares and the limited voting shares will rank equally in all respects and the preference shares will
be entitled to the rights attaching to them on issue.
Conversion of Limited Voting Shares
Each limited voting share will be converted
into an ordinary share:
| · | on the day following the last date on which an amount could become due and payable to a holder of limited voting shares under
a deed of covenant. A deed of covenant is a legal document which records the obligation of one person to pay a specified sum to
another for a specified number of years; or |
| · | if an offer is made to shareholders (or to all such shareholders other than the offeror and/or anybody corporate controlled
by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the issued ordinary share
capital of LBG and the right to cast more than 50 per cent of the votes which may ordinarily be cast on a poll at a general meeting
of LBG becomes or is certain to become vested in the offeror and/or any bodies corporate controlled by the offeror and/or any |
persons acting in concert with the
offeror. The publication of a scheme of arrangement under the statutes providing for the acquisition by any person of the whole
or part of the ordinary share capital of LBG shall be deemed to be the making of an offer for this purpose.
The ordinary shares resulting from conversion
will carry the right to receive all dividends and other distributions declared, made or paid on the ordinary share capital of LBG
by reference to a record date on or after the date of conversion and will rank equally in all other respects and form one class
with the ordinary share capital of LBG then in issue and fully paid.
Holders of limited voting shares will be
entitled to participate in any offer made by way of rights to holders of ordinary shares as if the limited voting shares had been
converted at the relevant record date.
Variation of Rights and Alteration of Capital
Subject to the provisions of the Companies
Act 2006, the CREST Regulations and every other statute for the time being in force or any judgment or order of any court of competent
jurisdiction concerning companies and affecting LBG (the statutes), the rights attached to any class of shares for the time being
in issue may (subject to their terms of issue) be varied, modified or abrogated with the consent in writing of the holders of not
less than three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed
at a separate meeting of the holders of shares of that class. At any such separate meeting, the provisions of the Articles of Association
relating to general meetings will apply, but the necessary quorum at any such meeting will be two persons holding or representing
by proxy at least one-third in nominal value of the issued shares of that class (except at an adjourned meeting, at which the quorum
shall be any holder of shares of the class, present in person or by proxy) and any such person may demand a poll.
However, for so long as the limited voting
shares have not been converted (as described above):
| · | LBG is prohibited from consolidating or subdividing any of the ordinary shares without consolidating or subdividing the limited
voting shares in a like manner and to a like extent; and |
| · | LBG will not create any new class of equity share capital, other than in connection with or pursuant to an employees’
share scheme approved by LBG in general meeting, provided that the creation of equity share capital which carries (as compared
with the existing ordinary shares) only restricted voting or no voting rights and no greater rights as regards dividends or capital
shall not be deemed to be the creation of a new class of equity share capital. |
As a matter of U.K. law, LBG may, by ordinary
resolution, increase its share capital, consolidate and divide all or any of its shares into shares of larger amount, sub-divide
all or any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person.
Subject to the provisions of the statutes,
LBG may, by special resolution, reduce its share capital, any capital redemption reserve, share premium account or other undistributable
reserve in any way.
Transfer of Shares
All transfers of shares which are in certificated
form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and must
be executed by or on behalf of the transferor and, if the shares thereby transferred are not fully paid, by or on behalf of the
transferee. The transferor will remain the holder of the shares transferred until the name of the transferee is entered in the
register of members of LBG in respect thereof. All transfers of shares which are in uncertificated form may be effected by means
of a relevant system.
The directors may, in the case of shares
in certificated form, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of
shares (not being fully paid shares) provided that, where any such shares are admitted to the Official List of the U.K. Listing
Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place
on an open and proper basis. The directors may also decline to register a transfer unless either:
| · | the instrument of transfer complies with the requirements of the Articles of Association and the transfer is in respect of
only one class of shares; or |
| · | the transfer is in favor of not more than four persons as the transferee. |
The directors shall refuse to register
the transfer of any share on which LBG has a lien and shall refuse to register the transfer of any limited voting share unless
the same is:
| · | between existing holders of limited voting shares; or |
| · | under a scheme established or order made by the Charity Commissioners or by the Court to a transferee having charitable objects;
or |
| · | in the course of a winding-up to an institution having charitable objects which prohibit distributions of income and property
to members to at least the same extent as is imposed on the transferor by its Memorandum of Association; or |
| · | at the direction of the Crown to another charity having similar objects. |
The Articles of Association otherwise contain
no restrictions on the free transferability of fully paid shares.
LBG’s shares are in registered form
and the Articles of Association do not provide for bearer shares.
Subject to the statutes and the rules (as
defined in the CREST Regulations), the directors may determine that any class of shares may be held in uncertificated form and
that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be so held
and so transferred.
Disclosure of Holdings Exceeding Certain Percentages
The Disclosure and Transparency Rules of
the U.K. Financial Conduct Authority require LBG shareholders to notify LBG if the voting rights held by such LBG shareholders
(including by way of a certain financial instrument) reach, exceed or fall below 3 per cent and each 1 per cent threshold thereafter
up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in LBG may be disregarded.
Pursuant to the Companies Act 2006, LBG
may also send a notice to any person whom LBG knows or believes to be interested in LBG’s shares, requiring that person to
confirm whether he has such an interest and if so, provide details of that interest.
Under the Articles of Association and U.K.
law, if a person fails to supply the information required by the notice within 14 days they will not be entitled to attend or vote
at a general meeting or to execute any other right conferred as a result of their shareholding in relation to general meetings.
In respect of a person with a 0.25 per
cent or more interest in the issued shares of the class in question, the LBG directors may direct by notice to such member that,
subject to certain exceptions, no transfers of shares held by such person shall be registered and that any dividends or other payments
on the shares shall be retained by LBG pending receipt by LBG of the information requested under the notice.
Mandatory Takeover-Bids, Squeeze-Out and Sell-Out Rules
Other than as provided by the Companies
Act 2006 and The City Code on Takeovers and Mergers, there are no rules or provisions relating to mandatory bids and/or squeeze-out
and sell-out rules in relation to the ordinary shares.
Untraced Members
LBG is empowered to sell, as the agent
of a member, at the best price reasonably obtainable, any share registered in the name of a member remaining untraced for 12 years
who fails to communicate with LBG within three months following the sending of a notice to the last known address of the relevant
member stating LBG’s intention to sell the relevant shares; provided that during the 12-year period at least three dividends
have become payable and no dividend has been claimed.
Any net proceeds from the sale of untraced
shares shall be forfeited and shall revert to LBG for its benefit. LBG will not be liable or required to account to the member
for the proceeds of disposal.
Forfeiture and Lien
If a member fails to pay in full any call
or installment of a call on or before the due date for payment, then, following notice by the directors requiring payment of the
unpaid amount with any accrued interest and any
expenses incurred, such share may be forfeited
by a resolution of the directors to that effect (including all dividends declared in respect of the forfeited share and not actually
paid before forfeiture). A member whose shares have been forfeited will cease to be a member in respect of the shares, but will,
notwithstanding the forfeiture, remain liable to pay to LBG all monies which at the date of forfeiture were presently payable together
with interest. The directors may at their absolute discretion enforce payment without any allowance for the value of the shares
at the time of forfeiture or for any consideration received on their disposal or waive payment in whole or part.
LBG has a first and paramount lien on every
share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect
of such share, and the directors may waive any lien which has arisen and may resolve that any share shall for some limited period
be exempt from such a lien, either wholly or partially.
A forfeited share becomes the property
of LBG, and it may be sold, re-allotted, otherwise disposed of or canceled as the directors see fit. Any share on which LBG has
a lien may be sold on the terms set out in the Articles of Association. The proceeds of sale of shares subject to a lien shall
first be applied towards payment of the amount in respect of the lien insofar as it is still payable and then on surrender of the
share certificate for cancellation (in the case of shares in certificated form), to the person entitled to the shares at the time
of sale.
Winding-Up
If LBG is wound up, the liquidator may,
with the authority of an ordinary resolution, divide amongst the members in specie or kind the whole or any part of the assets
of LBG. The liquidator may for such purpose set such value as he deems fair upon any one or more class or classes of property and
may determine how such division shall be carried out as between the members or different classes of members. The liquidator may
vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, and the liquidation
may be closed and LBG dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect
of which there is a liability.
DESCRIPTION
OF PREFERENCE SHARES
The following is a summary of the general
terms of the preference shares of any class we may issue under this registration statement. Each time we issue preference shares
we will prepare a prospectus supplement, which you should read carefully. The prospectus supplement relating to a class of preference
shares will summarize the terms of the preference shares of the particular class. Those terms will be set out in the resolutions
establishing the class that our board of directors (the “board of directors”) adopts, and may be different from those
summarized below. If so, the applicable prospectus supplement will state that, and the description of the preference shares of
that class contained in the prospectus supplement will apply.
This summary does not purport to be
complete and is subject to, and qualified in its entirety by reference to, our Articles of Association and the resolutions of the
board of directors. You should read our Articles of Association, which we have filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part. You should also read the summary of the general terms of the deposit agreement under
which American Depositary Shares that may represent preference shares may be issued, under the heading “Description of American
Depositary Shares”.
General
Under our Articles of Association, the
board of directors is empowered to provide for the issuance of U.S. dollar-denominated preference shares, in one or more classes.
The resolutions providing for their issue,
adopted by the board of directors, will set forth the dividend rights, liquidation value per share, redemption provisions, voting
rights, other rights, preferences, privileges, limitations and restrictions of the preference shares.
The preference shares of any class will
be U.S. dollar-denominated in terms of nominal value, dividend rights and liquidation value per share. They will, when issued,
be fully paid and non-assessable and, as such, will not be subject to a call for any additional payment. For each preference share
issued, an amount equal to its nominal value will be credited to our issued share capital account and an amount equal to the difference
between its issue price and its nominal value will be credited to our share premium account. Unless the applicable prospectus supplement
specifies otherwise, the preference shares will have a nominal value of $0.25 per share. The preference shares of a class deposited
under the deposit agreement referred to in the section “Description of
American Depositary Shares” will be
represented by ADSs of a corresponding class, which may be evidenced by ADRs of the class. The preference shares of these classes
may only be withdrawn from deposit in registered form. See “Description of American Depositary Shares”.
The board of directors may only provide
for the issuance of preference shares of any class if a resolution of our shareholders has authorized the allotment, or granted
general authority to the board of directors to allot shares.
The preference shares of any class will
have the dividend rights, rights upon liquidation, redemption provisions and voting rights described below, unless the applicable
prospectus supplement provides otherwise. You should read the prospectus supplement for the specific terms of any class, including:
| · | the number of shares offered, the number of shares offered in the form of ADSs (as defined under “Description of American
Depositary Shares”) and the number of preference shares represented by each ADS; |
| · | the public offering price of the class; |
| · | the liquidation value per share of that class; |
| · | the dividend rate, or the method of calculating it; |
| · | the place where we will pay dividends; |
| · | the dates on which dividends will be payable; |
| · | voting rights of that class of preference shares, if any; |
| · | restrictions applicable to the sale and delivery of the preference shares; |
| · | whether and under what circumstances we will pay additional amounts on the preference shares in the event of certain developments
with respect to tax laws; |
| · | any redemption, conversion or exchange provisions; |
| · | whether the shares will be issued as units with shares of a related class; |
| · | any listing on a securities exchange; and |
| · | any other rights, preferences, privileges, limitations and restrictions relating to the class. |
The applicable prospectus supplement will
also describe material U.S. and U.K. tax considerations that apply to any particular class of preference shares.
Title to preference shares of a class in
registered form will pass by transfer and registration on the register that the registrar shall keep at its office in the United
Kingdom. For more information on the registration, see “—Registrar and Paying Agent” below. The registrar will
not charge for the registration of transfer, but the person requesting it will be liable for any taxes, stamp duties or other governmental
charges. Preference shares of a class may also be issued as share warrants to bearer.
Unless the applicable prospectus supplement
specifies otherwise, the preference shares of each class will rank equally as to participation in our assets on liquidation with
the preference shares of each other class.
Dividend Rights
The holders of the preference shares will
be entitled to receive cash dividends on the dates and at the rates as described in the applicable prospectus supplement out of
our “distributable profits” only when, as and if and to the extent the dividends are declared by the board of directors
or an authorized committee of the board of directors (the “committee”). The U.K. Companies Act 2006 defines “distributable
profits” as, in general terms, and subject to adjustment, accumulated realized profits less accumulated realized losses.
Except as provided in this prospectus and in the applicable prospectus supplement, holders of preference shares will have no right
to participate in our profits.
Dividends on the preference shares of any
class will be non-cumulative. The board of directors or the committee may resolve, for any reason and in its absolute discretion
(save as may be provided in the applicable prospectus supplement), not to declare or pay in full or in part any dividends on the
preference shares in respect of one or more dividend periods. If the board of directors or the committee does not declare or pay
a dividend or any part of a dividend when due on a dividend payment date in respect of the preference shares of a class, then the
holders of preference shares of the applicable class will have no claim in respect of the non-payment. We will have no obligation
to pay the dividend for that dividend period or to pay any interest on the dividend, whether or not dividends on the preference
shares of that class or any other class of our preference shares are declared for any subsequent dividend period.
Except as provided in the applicable prospectus
supplement, unless full dividends on all outstanding preference shares of a class have been paid for the most recently completed
dividend period, no dividends will be declared or paid or set apart for payment, or other distribution made, upon our ordinary
shares or other shares ranking below the preference shares of the class for a period specified in the applicable prospectus supplement.
In addition, if full dividends on all outstanding preference shares of a class have been paid as a result only of the exercise
of the discretion of the board of directors or the committee, as provided above, we will not redeem, cancel, reduce, repurchase
or otherwise acquire for consideration any of our ordinary shares or other shares ranking below the preference shares of the class
for a period specified in the applicable prospectus supplement. For preference shares of any class bearing dividends at a fixed
rate, we will compute the amount of dividends payable on the preference shares of any class for each dividend period based upon
the liquidation value per share of the preference shares of the class by annualizing the applicable dividend rate and dividing
by the number of dividend periods in a year. However, we will compute the amount of such dividends payable for any dividend period
shorter than a full dividend period 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 the case of preference shares in registered
form, we will pay the dividends declared on the preference shares of a class to the record holders as they appear on the register
on the record dates. Payments in relation to any amount payable in respect of a class of preference shares in bearer form held
by the ADR depositary will be made to, or to the order of, such ADR depositary or its nominee, as the holder of the relevant global
preference shares.
Rights Upon Liquidation
If there is a return of capital or distribution
of assets whether or not on a winding up (but other than a redemption or purchase by us of any of our share capital permitted by
our Articles of Association and under applicable law), the holders of the outstanding preference shares of a class will rank in
the application of our assets available to shareholders: (1) equally in all respects with holders of the most senior class of preference
shares and any other class of our shares in issue or which may be issued by us which are expressed to rank equally with the preference
shares, and (2) in priority to the holders of any other share capital of ours (including junior share capital).
Subject to such ranking, in such event
holders of the preference shares of a class will be entitled to receive liquidating distributions as set forth below.
Liquidating distributions will unless the
applicable prospectus supplement provides otherwise:
| · | come from our surplus assets remaining after payment of our prior ranking liabilities; and |
| · | be a sum equal to the aggregate of (i) the liquidation value per preference share of a class; (ii) the amount of any dividend
which is due for payment on the preference shares of a class on or after the date of commencement of the winding up or other return
of capital but which is payable in respect of a period ending on or before such date; and (iii) the proportion of any dividend
(whether or not declared or earned) that would otherwise be payable and is not otherwise paid in respect of any period that begins
before, but ends after, the date of commencement of the winding-up or other return of capital and which is attributable to the
part of the period that ends on such date. |
In respect of any such dividend, the amount
of dividend accruing in respect of any such period will be calculated on the same basis as is applicable to calculation of a dividend
accruing on the then-relevant basis.
If, upon any return of capital or distribution
of assets, the amounts available for payment are insufficient to cover the amounts payable in full on the preference shares of
a class and any parity securities, holders of the preference shares of a class and holders of such parity securities will share
pro rata in the distribution of our surplus assets (if any) in proportion to the full amounts to which they are respectively entitled.
After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of the preference shares of a class will have no claim on any
of our remaining assets and will not be entitled to any further participation in the return of capital. If there is a sale of all
or substantially all of our assets, the distribution to our shareholders of all or substantially all of the consideration for the
sale, unless the consideration, apart from assumption of liabilities, or the net proceeds consists entirely of cash, will not be
deemed a return of capital in respect of our liquidation, dissolution or winding-up.
Redemption
Subject to our Articles of Association
(including the restrictions described above under “—Dividend Rights”), to the provisions of the U.K. Companies Act 2006
and all other laws and regulations applying to us and any applicable regulatory consents, unless the applicable prospectus supplement
specifies otherwise, we may redeem the preference shares of each class, at our option, in whole or in part, at any time and from
time to time on the dates, in accordance with the notice periods and at the redemption prices and on all other terms and conditions
as set forth in the applicable prospectus supplement.
If fewer than all of the outstanding preference
shares of a class are to be redeemed, they will be drawn in accordance with prevailing standard operating procedures of the clearing
system in which they are primarily settled. If the preference shares are in definitive form, we will select by lot, in the presence
of our independent auditors, which particular preference shares will be redeemed.
If we redeem preference shares of a class,
we will mail a redemption notice to each record holder of preference shares to be redeemed between 30 and 60 days (or any other
period specified in the applicable prospectus supplement) before the redemption date. Each redemption notice will specify:
| · | the particular preference shares of the class to be redeemed; |
| · | the redemption price, specifying the included amount of accrued and unpaid dividends; |
| · | that any dividends will cease to accrue upon the redemption of the preference shares; and |
| · | the place or places where holders may surrender documents of title and obtain payment of the redemption price. |
No defect in the redemption notice or in
the giving of notice will affect the validity of the redemption proceedings.
If any date on which a redemption payment
on the preference shares is to be made is not a business day, then payment of the redemption price payable on that date will be
made on the next business day, without any interest or other payment in respect of the delay. If payment of the redemption price
is improperly withheld or refused, dividends on the preference shares will continue to accrue at the then applicable rate, from
the redemption date to the date of payment of the redemption price.
Subject to our Articles of Association
and applicable law, including U.S. securities laws, we may purchase outstanding preference shares of any class by tender, in the
open market or by private agreement, in each case upon the terms and conditions that the board of directors or the committee shall
determine. We will not be required to select the preference shares to be purchased rateably or in any particular manner as between
the shares of that class or as between them and the holders of shares of any other class. Any such preference shares purchased
by or on behalf of us may be held, reissued, resold or, at our option, cancelled.
Under existing PRA requirements, we may
not redeem or purchase any preference shares unless we give prior notice of any such redemption or purchase to the PRA and the
PRA has not objected. The PRA may impose conditions on any redemption or repurchase.
The holders of the preference shares may
not redeem the preference shares of any class, in whole or in part, at any time.
Substitution
Subject to our Articles of Association,
to the U.K. Companies Act 2006 and all other laws and regulations applicable to us and any applicable regulatory consents, we may
substitute the preference shares in whole, but
not in part, with qualifying non-innovative
tier 1 securities, as defined and described in the applicable prospectus supplement, on any date specified in the applicable prospectus
supplement, without any requirement for consent or approval of the holders of the preference shares.
Voting Rights
The holders of the preference shares of
any class will not be entitled to receive notice of, attend or vote at any general meeting of our shareholders except as provided
below or in the applicable prospectus supplement.
If any resolution is proposed for adoption
by our shareholders varying or abrogating any of the rights attaching to the preference shares of a particular class or proposing
that we be wound up, liquidated or dissolved, the holders of the outstanding preference shares will be entitled to receive notice
of and to attend the general meeting of shareholders at which the resolution is to be proposed and will be entitled to speak and
vote on that resolution, but not on any other resolution.
In addition, if, before any general meeting
of shareholders, we have failed to pay in full the dividend payable on the preference shares of a particular class on the dividend
payment date immediately preceding the date of such general meeting, the holders of the preference shares of that class shall be
entitled to receive notice of, attend, speak and vote at that meeting on all matters. In these circumstances only, the rights to
vote of the holders of preference shares of that class shall continue until we have resumed the payment in full of dividends on
the preference shares of that class.
Whenever holders of preference shares are
entitled to vote at a general meeting of shareholders, on a show of hands each holder present in person shall have one vote and
on a poll each holder present in person or by proxy shall have the number of votes for each preference share of the relevant class
that the board of directors determines, as specified in the applicable prospectus supplement.
In addition, the holders of any class of
preference shares may have the right to vote separately as a class in certain circumstances, as described below under the heading
“—Variation of Rights”.
Variation of Rights
If applicable law permits, the rights,
preferences and privileges attached to any class of preference shares may be varied or abrogated only with the written consent
of the holders of at least 75% in nominal value of the outstanding preference shares of that class or with the sanction of an extraordinary
resolution passed at a separate general meeting of the holders of the outstanding preference shares of that class. An extraordinary
resolution will be adopted if passed by a majority of at least 75% of those holders voting in person or by proxy at the meeting.
The quorum required for any such class meeting will be two persons holding or representing by proxy at least one-third in nominal
amount of the outstanding preference shares of the particular class affected, except that if at any adjourned meeting where this
quorum requirement is not met, any holder present in person or by proxy will constitute a quorum.
The written consent of the holders of 75%
in nominal value of the outstanding preference shares of a particular class or the sanction of an extraordinary resolution passed
at a separate class meeting of holders of the outstanding preference shares of the class will be required if our directors propose
to authorize, create or increase the amount of any shares of any class or any security convertible into shares of any class ranking
as regards rights to participate in our profits or assets, in priority to the class of preference shares.
If we have paid the most recent dividend
payable on the preference shares of a particular class in full, the rights attached to that class will not be deemed to be varied
by the creation or issue of any further class of non-cumulative preference shares or of any other further shares ranking equally
as regards participation in our profits or assets with or junior to the preference shares of that class, whether carrying identical
rights or different rights in any respect, including as to dividend, premium on a return of capital, redemption or conversion or
denominated in dollars or any other currency.
Notices of Meetings
A notice of any meeting at which holders
of preference shares of a particular class are entitled to vote will be mailed to each record holder of preference shares of that
class. Each notice will state:
| · | the date of the meeting; |
| · | a description of any resolution to be proposed for adoption at the meeting on which those holders are entitled to vote; and |
| · | instructions for the delivery of proxies. |
A holder of preference shares of any class
in registered form who is not registered with an address in the United Kingdom and who has not supplied an address within the United
Kingdom to us for the purpose of notices is not entitled to receive notices of meetings from us. For a description of notices that
we will give to the ADR depositary and that the ADR depositary will give to ADR holders, you should read “Description of
American Depositary Shares—Reports and Notices” and “Where You Can Find More Information”.
Registrar and Paying Agent
Our company secretarial department will
maintain the register and we will act as paying agent for the preference shares of each class.
We reserve the right at any time to appoint
an additional or successor registrar or paying agent. Notice of any change of registrar or paying agent will be given to holders
of the preference shares.
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES
The following is a summary of the general
terms and provisions of the deposit agreement under which the Depositary will deliver the American Depositary Shares (“ADSs”).
The deposit agreement is among us, The Bank of New York Mellon, as Depositary, and all registered holders and beneficial owners
from time to time of ADSs issued under it. This summary does not purport to be complete. You should read the deposit agreement,
which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. You may also read
the deposit agreement at the corporate trust offices of The Bank of New York Mellon in The City of New York and the offices of
the Custodian in London. The principal executive office of the Depositary is currently located at One Wall Street, New York, NY
10286 and its corporate trust office is currently located at 101 Barclay Street, New York, NY 10286. The Depositary was incorporated
pursuant to a special act of the New York State legislature passed on April 19, 1871. The Depositary now operates as a banking
corporation under the New York State Banking Law.
American Depositary Shares
The Bank of New York Mellon, as Depositary,
will register and deliver ADSs pursuant to the deposit agreement. Each ADS will represent one preference share, or evidence of
the right to receive one preference share, deposited with the Custodian and registered in the name of the Depositary or its nominee
(such preference shares, together with any additional preference shares at any time deposited or deemed deposited under the deposit
agreement and any other securities, cash or other property received by the Depositary or the Custodian in respect of such preference
shares, the “Deposited Securities”).
ADSs can be held either (A) directly (i)
by having an American Depositary Receipt (“ADR”), which is a certificate evidencing a specific number of ADSs, registered
in the holder’s name, or (ii) by having ADSs registered in the owner’s name in the Direct Registration System (“DRS”),
or (B) indirectly by holding a security entitlement in ADSs through a broker or other financial institution. A direct holder of
an ADS is an ADS registered holder. This description assumes that each holder is an ADS registered holder. Indirect holders of
ADSs must rely on the procedures of a broker or other financial institution to assert the rights of ADS registered holders described
in this section, and such holders should consult with their broker or financial institution to find out what those procedures are.
The DRS is a system administered by DTC
pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic
statements sent by the depositary to the registered holders of uncertificated ADSs. See “—Direct Registration System”
below.
We will not treat holders of ADSs as our
shareholders and holders of ADSs will not have shareholder rights. Scottish law governs shareholder rights. The Depositary will
be the holder of the preference shares represented by each investor’s ADSs. As a registered holder of ADSs, each investor
will have ADS registered holder rights as set forth in the deposit agreement. The deposit agreement also sets forth the rights
and obligations of us and of the Depositary. New York law governs the deposit agreement and the ADSs.
In this section, the term “deliver”,
or its noun form, when used with respect to ADSs, shall mean (A) book-entry transfer of ADSs to an account at The Depository Trust
Company, or its successor, designated by the person entitled to such delivery, (B) registration of ADSs not evidenced by an ADR
on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement
confirming that registration or (C) if requested by the person entitled to such delivery, delivery at the corporate trust office
of the Depositary to the person entitled to such delivery of one or more ADRs evidencing ADSs registered in the name requested
by that person. The term “surrender”, when used with respect to ADSs, shall mean (A) one or more book-entry transfers
of ADSs to the DTC account of the Depositary, (B) delivery to the Depositary at its corporate trust office of an instruction to
surrender ADSs not evidenced by an ADR or (C) surrender to the Depositary at its corporate trust office of one or more ADRs evidencing
ADSs.
Deposit and Withdrawal
The Depositary has agreed, subject to the
terms and conditions of the deposit agreement, that upon delivery to the Custodian of preference shares (or evidence of rights
to receive preference shares) in a form satisfactory to the Custodian, the Depositary will, upon payment of the fees, charges and
taxes provided in the deposit agreement, deliver to, or upon the written order of, the person or persons named in the notice of
the Custodian delivered to the Depositary or requested by the person depositing such shares with the Depositary, the number of
ADSs issuable in respect of such deposit.
Upon surrender at the corporate trust office
of the Depositary of ADSs for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the
fees, governmental charges and taxes provided in the deposit agreement, and subject to the terms and conditions of the deposit
agreement, our Articles of Association and the Deposited Securities, the holder of such ADSs will be entitled to delivery, to him
or upon his order, as permitted by applicable law, of the amount of Deposited Securities at the time represented by such ADSs.
The forwarding of share certificates, other securities, property, cash and other documents of title for such delivery will be at
the risk and expense of the holder.
An ADR holder may surrender its ADR to
the Depositary for the purpose of exchanging its ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send
the ADS registered holder a statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs.
Alternatively, upon receipt of the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting
the exchange of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS registered holder
an ADR evidencing those ADSs.
Preference shares that the Depositary believes
have been withdrawn from a restricted depositary receipt facility established or maintained by a depositary bank (including any
such other facility maintained by the Depositary) may be accepted for deposit only if those preference shares are not “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Depositary may, as a condition of accepting
those preference shares for deposit, require the person depositing those preference shares to provide the Depositary with a certificate
to the foregoing effect.
Dividends and Other Distributions
The Depositary will distribute all cash
dividends or other cash distributions that it receives in respect of deposited preference shares to the holders of the ADSs, after
payment of any charges and fees provided for in the deposit agreement in proportion to their holdings of ADSs. The cash amount
distributed will be reduced by any amounts that the Depositary must withhold on account of taxes.
If we make a non-cash distribution in respect
of any deposited preference shares, the Depositary will distribute the property it receives to holders of the ADSs, after deduction
or upon payment of any taxes, charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs.
If a distribution that we make in respect of deposited preference shares consists of a dividend in, or free distribution of, preference
shares, the Depositary may, and will, if we request, distribute to holders of the ADSs, in proportion to their holdings of ADSs,
additional ADSs representing the amount of preference shares received as such dividend or free distribution. If the Depositary
does not distribute additional ADSs, each ADS will from then forward also represent its proportional share of the additional preference
shares distributed in respect of the deposited preference shares before the dividend or free distribution.
If the Depositary determines that any distribution
of property, other than cash or preference shares, cannot be made proportionately among ADS holders or if for any other reason,
including any requirement that we or the Depositary withhold an amount on account of taxes or other governmental charges, the Depositary
deems that such a distribution is not feasible, the Depositary may dispose of all or part of the property in any manner,
including by public or private sale, that
it deems equitable and practicable. The Depositary will then distribute the net proceeds of any such sale (net of any fees and
expenses of the Depositary provided for in the deposit agreement) to ADS holders as in the case of a distribution received in cash.
Redemption
If the Depositary receives notice of redemption
of Deposited Securities, it will surrender those Deposited Securities on the redemption date and call for surrender of a corresponding
number of ADSs. Upon surrenders of the ADSs called for surrender, the Depositary will deliver the proceeds of the redeemed Deposited
Securities as described above under “—Deposit and Withdrawal”.
Record Date
Whenever any cash dividend or other cash
distribution becomes payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect
to the deposited preference shares, or whenever the Depositary causes a change in the number of preference shares represented by
each ADS or receives notice of any meeting of holders of preference shares, the Depositary will fix a record date, which shall
be as close as possible to the corresponding record date set by us, for the determination of the ADS holders who are entitled to
receive the dividend distribution, distribution of rights or the net proceeds of the sale of preference shares as the case may
be, or to give instructions for the exercise of voting rights at the meeting, subject to the provisions of the deposit agreement.
Voting of the Underlying Deposited Securities
When the Depositary receives notice of
any meeting or solicitation of consents or proxies of holders of preference shares, it will, if we request, as soon as practicable
thereafter, mail to the record holders of ADSs a notice including:
| · | the information contained in the notice of meeting; |
| · | a statement that the record holders of ADSs at the close of business on a specified record date will be entitled, subject to
any applicable provision of Scottish law and the Articles of Association or any similar document of ours, to instruct the Depositary
as to the exercise of any voting rights pertaining to the preference shares represented by their ADSs; and |
| · | a brief explanation of how they may give instructions, including an express indication that they may be deemed to have instructed
the Depositary to give a discretionary proxy to designated member or members of our board of directors if no such instruction is
received. |
The Depositary has agreed that it will
endeavor, in so far as practical, to vote or cause to be voted the preference shares in accordance with any written non-discretionary
instructions of record holders of ADRs that it receives on or before the date set by the Depositary for that purpose. However,
holders of ADRs may not receive notice or otherwise learn of a meeting of holders of preference shares in time to instruct the
Depositary prior to a cut-off date the Depositary will set. The Depositary will not vote the preference shares except in accordance
with such instructions or deemed instructions.
If the Depositary does not receive instructions
from an ADS holder on or before the date the Depositary establishes for this purpose, the Depositary may deem such holder to have
directed the Depositary to give a discretionary proxy to a designated member or members of our board of directors. However, the
Depositary will not give a discretionary proxy to a designated member or the Directors with respect to any matter as to which we
inform the Depositary that:
| · | we do not wish the proxy to be given; |
| · | substantial opposition exists; or |
| · | the rights of holders of the preference shares may be materially affected. |
Holders of ADSs will not be entitled to
vote preference shares directly.
Inspection of Transfer Books
The Depositary will, at its office in New
York City, keep books for the registration and transfer of ADSs. These books will be open for inspection by ADS holders at all
reasonable times. However, this inspection may not be for the purpose of communicating with ADS holders in the interest of a business
or object other than our business or a matter related to the deposit agreement or the ADSs.
Reports and Notices
We will furnish the Depositary with our
annual and interim reports as described under “Incorporation of Documents by Reference”. The Depositary will make available
at its office in New York City, for any ADS holder to inspect, any reports and communications received from us that are both received
by the Depositary as holder of preference shares and made generally available by us to the holders of those preference shares,
including our annual report and accounts and interim report and accounts. Upon our written request, the Depositary will mail copies
of those reports to ADS holders as provided in the deposit agreement.
On or before the first date on which we
give notice, by publication or otherwise, of:
| · | any meeting of holders of the preference shares; |
| · | any adjourned meeting of holders of the preference shares; or |
| · | the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the preference
shares, |
we have agreed to transmit to the Depositary and the custodian
a copy of the notice in the form given or to be given to holders of the preference shares. If requested in writing by us, the Depositary
will, at our expense, arrange for the prompt transmittal or mailing of such notices, and any other reports or communications made
generally available to holders of the preference shares, to all holders of ADSs.
Amendment and Termination of the Deposit Agreement
The form of the ADRs and any provisions
of the deposit agreement may at any time and from time to time be amended by agreement between us and the Depositary, without the
consent of holders of ADSs, in any respect which we and the Depositary may deem necessary or advisable. Any amendment that imposes
or increases any fees or charges, other than taxes and other governmental charges, registration fees, transmission costs, delivery
costs or other such expenses, or that otherwise prejudices any substantial existing right of holders of outstanding ADSs, will
not take effect as to outstanding ADSs until thirty (30) days after notice of the amendment has been given to the record holders
of those ADRs. Every holder of ADSs at the time an amendment becomes effective will be deemed by continuing to hold the ADSs to
consent and agree to the amendment and to be bound by the deposit agreement or the ADR as amended. No amendment may impair the
right of any holder of ADSs to surrender ADSs and receive in return the preference shares represented by those ADSs.
Whenever we direct, the Depositary has
agreed to terminate the deposit agreement by mailing a termination notice to the record holders of all ADSs then outstanding at
least thirty (30) days before the date fixed in the notice of termination. The Depositary may likewise terminate the deposit agreement
by mailing a termination notice to us and the record holders of all ADSs then outstanding if at any time sixty (60) days shall
have expired since the Depositary delivered a written notice to us of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment.
If any ADSs remain outstanding after the
date of any termination, the Depositary will then:
| · | discontinue the registration of transfers of ADSs; |
| · | suspend the distribution of dividends to holders of ADSs; and |
| · | not give any further notices or perform any further acts under the deposit agreement, except those listed below, with respect
to those ADSs. |
The Depositary will, however, continue
to collect dividends and other distributions pertaining to the preference shares. It will also continue to sell rights and other
property as provided in the deposit agreement and
deliver preference shares, together with any
dividends or other distributions received with respect to them and the net proceeds of the sale of any rights or other property,
in exchange for ADSs surrendered to it.
At any time after the expiration of one
year from the date of termination of the deposit agreement, the Depositary may sell the preference shares then held. The Depositary
will then hold uninvested the net proceeds of any such sales, together with any other cash then held by it under the deposit agreement,
unsegregated and without liability for interest, for the pro rata benefit of the holders of ADSs that have not previously been
surrendered.
Charges of the Depositary
The following charges shall be incurred
by any party depositing or withdrawing preference shares, or by any party surrendering ADSs or to whom ADSs are issued:
| · | any applicable taxes or other governmental charges; |
| · | any applicable share transfer or other registration fees on deposits or withdrawals of preference shares; |
| · | cable, telex, facsimile transmission and delivery charges which the deposit agreement provides are at the expense of the holders
of ADSs or persons depositing or withdrawing preference shares; |
| · | expenses incurred or paid by the Depositary in any conversion of foreign currency into dollars |
| $5.00 (or less per 100 ADSs (or portion of 100 ADSs)) |
· |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property |
| |
|
|
| |
· |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates |
| |
|
|
| $.02 (or less) per ADS |
· |
Any cash distribution to ADS holders |
| |
|
|
| · | a fee for the distribution to ADS holders of any securities in an amount equal to the fee for the delivery of ADRs referred
to above which would have been charged if the securities distributed to ADS holders had been preference shares which were deposited
with the custodian; and |
| · | any charges incurred by the Depositary or its agents for the servicing of preference shares. |
Under the deposit agreement, the Depositary
may charge an annual fee of $0.02 or less per ADS for depositary services.
The Depositary collects its fees for delivery
and surrender of ADSs directly from investors depositing preference shares or surrendering ADSs for the purpose of withdrawal or
from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees
from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its
annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry
system accounts of participants for them. The Depositary may generally refuse to provide fee-attracting services until its fees
for those services are paid.
The holders of ADSs will be responsible
for any taxes or other governmental charges payable on their ADRs or on the preference shares. The Depositary may refuse to transfer
ADSs or allow withdrawal of the preference shares until such taxes or other charges are paid. The Depositary may apply payments
owed to holders of ADSs or sell deposited preference shares underlying such ADSs to pay any taxes owed and holders of ADSs will
remain liable for any deficiency. If the Depositary sells deposited preference shares, it will, if appropriate, reduce the number
of ADSs to reflect the sale and pay to holders of ADSs any proceeds, or send to holders of ADSs any property, remaining after it
has paid the taxes.
Issuance in a Series
We may issue preference shares in more
than one class or series or that otherwise entitle their holders to rights that vary from the rights to which other preference
shares entitle their holders. “Series”, as used in this section and when used with respect to preference shares, shall
mean all outstanding preference shares that entitle their holders to identical rights with respect to those preference shares,
regardless of the title or any other
designation that may be assigned to preference
shares. The Depositary shall direct the Custodian to hold preference shares of a Series deposited under the deposit agreement,
and other Deposited Securities it receives in respect of those preference shares in a segregated account different from the account
in which it holds preference shares of any other Series.
Preference shares of each Series that are
deposited under the deposit agreement shall be represented by a “Series” of ADSs separate from the ADSs representing
preference shares of any other Series. Each series of ADSs, to the extent certificated, shall be evidenced by a “Series”
of ADRs separate from the ADRs evidencing ADSs of any other Series.
If the rights to which deposited preference
shares of a Series entitle their holders are modified such that those rights become identical to the rights to which deposited
preference shares of another Series entitle their holders, the Depositary shall cause the Custodian to combine the accounts in
which the former separate Series of preference shares are held, the Series of ADSs representing those preference shares will automatically
be combined into one Series of ADSs and the Depositary may take any action necessary or convenient to effect that combination.
At any time after that combination, the owners of ADRs affected by that combination will be entitled to surrender their ADRs to
the Depositary and receive ADRs reflecting the designation of the ADSs owned by them as a result of that combination.
Holders of ADSs of a Series shall be entitled
to rights under the deposit agreement only with respect to deposited preference shares of the corresponding Series and other Deposited
Securities received in respect of deposited preference shares of that Series.
Direct Registration System
ADSs not evidenced by ADRs shall be transferable
as uncertificated registered securities under the laws of the State of New York.
The Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC.
DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which
ownership shall be evidenced by periodic statements sent by the Depositary to the owners entitled thereto. Profile is a required
feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the Depositary
to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant
without receipt by the Depositary of prior authorization from the ADS registered holder to register such transfer.
In connection with and in accordance with
the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the Depositary will
not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS registered
holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on
behalf of the ADS registered holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement,
the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the
DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the
Depositary.
General
Neither the Depositary nor we will be liable
to ADS holders if prevented or forbidden or delayed by any present or future law of any country or by any governmental or regulatory
authority or stock exchange, any present or future provision of the Articles of Association, any provision of any securities issued
or distributed by us, or any act of God or war or terrorism or other circumstances beyond our or its control in performing our
or its obligations under the deposit agreement. The obligations of each of us and the Depositary under the deposit agreement are
expressly limited to performing our and its specified duties without negligence or bad faith.
The ADSs are transferable on the books
of the Depositary or its agent. However, the Depositary may close the transfer books as to ADSs at any time when it deems it expedient
to do so in connection with the performance of its duties or at our request. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any ADSs or withdrawal of any preference shares, the Depositary
or the Custodian may require the person presenting the ADSs or depositing the preference shares to pay a sum sufficient to reimburse
it for any related tax or other governmental charge and any share transfer or registration fee and any applicable fees payable
as provided in the deposit agreement. The Depositary may withhold any dividends or other distributions, or may sell for the account
of the holder any part or all of the
preference shares represented by the ADSs,
and may apply those dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge.
The ADS holder will remain liable for any deficiency.
Any ADS holder may be required from time
to time to furnish the Depositary or the Custodian with proof satisfactory to the Depositary of citizenship or residence, exchange
control approval, information relating to the registration on our books or those that the registrar maintains for us for the preference
shares in registered form, or other information, to execute certificates and to make representations and warranties that the Depositary
deems necessary or proper. Until those requirements have been satisfied, the Depositary may withhold the delivery or registration
of transfer of any ADSs or the distribution or sale of any dividend or other distribution or proceeds of any sale or distribution
or the delivery of any deposited preference shares or other property related to the ADSs. The delivery or registration of transfer
of ADSs may be suspended during any period when the transfer books of the Depositary are closed or if we or the Depositary deems
it necessary or advisable. The surrender of outstanding ADSs and the withdrawal of preference shares may only be suspended as a
result of:
| · | temporary delays caused by closing the transfer books or those of the Depositary or the deposit of preference shares in connection
with voting at shareholder meetings, or the payment of dividends; |
| · | the non-payment of fees, taxes and similar charges; and |
| · | non-compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of preference
shares. |
PLAN OF
DISTRIBUTION
We may sell relevant securities to or through
underwriters or dealers and also may sell all or part of such securities directly to other purchasers or through agents.
The distribution of the securities may
be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
In connection with the sale of securities,
we may compensate underwriters in the form of discounts, concessions or commissions or in any other way that the applicable prospectus
supplement describes. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, and
any discounts or commissions that we pay them and any profit on the resale of securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation
that we pay will be described, in the prospectus supplement.
Under agreements which we and the guarantor
may enter into, we and the guarantor may be required to indemnify underwriters, dealers and agents who participate in the distribution
of securities against certain liabilities, including liabilities under the Securities Act.
Unless a prospectus supplement specifies
otherwise, we will not offer any securities or any investments representing securities, including ADSs, of any series to the public
in the United Kingdom. Unless otherwise specified in any agreement which we and the guarantor may enter into, underwriters, dealers
and/or agents in relation to the distribution of securities or any investments representing securities, including ADSs, of any
series and subject to the terms of any such agreement, any underwriter, dealer or agent in connection with an offering of securities
or any investments representing securities, including ADSs, of any series will represent and agree that:
| · | it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”)
with respect to anything done by it in relation to the securities or any investments representing securities, including ADSs, of
such series in, from or otherwise involving the U.K.; and |
| · | it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation
or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with
the issue or sale of the securities or any |
investments representing the securities
(including ADSs) (including without limitation the registration statement, the prospectus, any preliminary prospectus, any ADS
registration statement or any ADS prospectus) in circumstances in which Section 21(1) of the FSMA does not, or, in the case of
Lloyds Bank, would not if Lloyds Bank was not an authorized person), not apply to the issuer of the securities.
Each new series of debt securities, capital
securities or preference shares will be a new issue of securities with no established trading market. If securities of a particular
series are not listed on a U.S. national securities exchange, certain broker-dealers may make a market in those securities, but
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance that
any broker-dealer will make a market in securities of any series or as to the liquidity of the trading market for those securities.
To the extent an initial offering of the
securities will be distributed by an affiliate of ours, each such offering of securities must be conducted in compliance with the
requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”), regarding a FINRA member
firm’s distribution of securities of an affiliate and related conflicts of interest. No underwriter, selling agent or dealer
utilized in the initial offering of securities who is an affiliate of ours will confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its customer. Following the initial distribution
of any of these securities, affiliates of ours may offer and sell these securities in the course of their businesses as broker-dealers.
Such affiliates may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing
market prices at the time of sale or otherwise. Such affiliates may also use this prospectus in connection with these transactions.
None of our affiliates is obligated to make a market in any of these securities and may discontinue any market-making activities
at any time without notice.
Any underwriter, selling agent or dealer
utilized in the initial offering of securities will not confirm sales to accounts over which it exercises discretionary authority
without the prior specific written approval of its customer.
Delayed Delivery Arrangements
If so indicated in the prospectus supplement,
we may authorize underwriters or other persons acting as their agents to solicit offers by certain institutions to purchase debt
securities, capital securities or preference shares from them pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, educational
and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of the offered securities shall not at the time of delivery
be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will
not have any responsibility in respect of the validity or performance of such contracts.
LEGAL OPINIONS
Our United States counsel, Davis Polk &
Wardwell London LLP, will pass upon certain legal matters relating to the securities under U.S. federal securities laws and New
York law. Our English counsel, Linklaters LLP, will pass upon the validity under English law of the debt securities issued by Lloyds
Bank and the subordination provisions of the subordinated debt securities. Our Scottish counsel, CMS Cameron McKenna LLP, will
pass upon certain matters of Scots law relating to the validity under Scots law of the debt securities, the capital securities
and the preference shares issued by LBG, the subordination provisions of the subordinated debt securities issued by LBG, the guarantees
of the debt securities issued by Lloyds Bank and the subordination provisions of the guarantees of the subordinated debt securities
issued by Lloyds Bank.
EXPERTS
The consolidated financial statements and
management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report of LBG on
Form 20-F for the year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
ENFORCEMENT
OF CIVIL LIABILITIES
LBG and Lloyds Bank are public limited
companies incorporated and registered in Scotland and England, respectively. All of LBG’s and Lloyds Bank’s directors
and executive officers, and certain experts named in this prospectus, reside outside the United States. All or a substantial
portion of LBG’s and Lloyds Bank’s assets and the assets of those non-resident persons are located outside the United
States. As a result, it may not be possible for investors (i) to effect service of process within the United States upon LBG, Lloyds
Bank or those persons or (ii) to enforce against LBG, Lloyds Bank or those persons judgments obtained in U.S. courts predicated
upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Scottish counsel,
CMS Cameron McKenna LLP (as to Scots law) and our English counsel, Linklaters LLP (as to English law) that, both in original actions
and in actions for the enforcement of judgments of U.S. courts, there is doubt as to whether civil liabilities predicated solely
upon the U.S. federal securities laws are enforceable in England and Scotland, as the case may be.
WHERE YOU
CAN FIND MORE INFORMATION
Ongoing Reporting
LBG is subject to the informational requirements
of the Exchange Act and in accordance therewith, LBG files reports and other information with the SEC. You can read and copy these
reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549,
United States. You may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains
a website at http://www.sec.gov which contains in electronic form each of the reports and other information that we have filed
electronically with the SEC. You can also read this material at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005, United States on which certain of LBG’s securities are listed.
We will provide the trustee for any debt
securities and the capital securities and the ADS depositary for any preference shares and ordinary shares with our annual reports,
which will include a description of operations and our annual audited consolidated financial statements. We will also provide any
trustee or ADS depositary with interim reports that will include unaudited interim summary consolidated financial information.
Upon receipt, if we so request, the trustee or the ADS depositary will mail the reports to all record holders of the debt securities,
capital securities, ordinary shares, preference shares or ADSs. In addition, we will provide the trustee or the ADS depositary
with all notices of meetings at which holders of debt securities, capital securities, ordinary shares or preference shares are
entitled to vote, and all other reports and communications that are made generally available to holders of debt securities, capital
securities, ordinary shares or preference shares.
Registration Statement
This prospectus is part of a registration
statement filed with the SEC. As exhibits to the registration statement, we have also filed or incorporated by reference the indentures,
the ADS deposit agreement and our Articles of Association have also been filed. Statements contained in this prospectus as to the
contents of any contract or other document referred to in this prospectus are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference. For further information, you should refer to the registration statement. You can obtain
the full registration statement from the SEC or from us.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” the information that we file with the SEC. This permits us to disclose important information to you by referring
to these filed documents. Any information referred to in this way is considered part of this prospectus, and any information that
we file with the SEC after the date of this prospectus will automatically be deemed to update and supersede this information.
We incorporate by reference (i) LBG’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2015 filed with the SEC on March 8, 2016; (ii) LBG’s report
on Form 6-K filed with the SEC on April 28, 2016 including the interim results for LBG for the three months ended March 31, 2016;
and (iii) LBG’s report on Form 6-K filed with the SEC on April 28, 2016 disclosing LBG’s capitalisation as at March
31, 2016. We also incorporate by reference all subsequent Annual Reports filed on Form 20-F and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain reports on Form 6-K, if they state that they are incorporated
by reference into this prospectus, that we furnish to the SEC after the date of this prospectus and until we or any underwriters
sell all of the securities.
Upon written or oral request, we will provide
free of charge a copy of any or all of the documents that we incorporate by reference into this prospectus, other than exhibits
which are not specifically incorporated by reference into this prospectus. To obtain copies you should contact us at Investor Relations,
25 Gresham Street, London EC2V 7HN, United Kingdom or by telephone at +44 (0) 207 356 1273.
CAUTIONARY
STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included in this prospectus
are forward-looking statements. We may make forward-looking statements in other documents filed with the SEC that are incorporated
by reference into this prospectus. Forward-looking statements can be identified by the use of forward-looking terminology such
as words “expect”, “estimate”, “project”, “anticipate”, “believes”,
“should”, “could”, “intend”, “plan”, “probability”, “risk”,
“target”, “goal”, “objective”, “may”, “endeavor”, “outlook”,
“optimistic”, “prospects” or by the use of
similar expressions or variations on such
expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and
projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially
from the future results expressed or implied by such forward-looking statements.
In particular, this prospectus and certain
documents incorporated by reference into this prospectus include forward-looking statements relating, but not limited to, projections
or expectations of the LBG’s future financial position including profit attributable to shareholders, provisions, economic
profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (“RWAs”),
expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the LBG’s future
financial performance; the level and extent of future impairments and write-downs; statements of plans, objectives or goals of
LBG or its management including in respect of statements about the future business and economic environments in the U.K. and elsewhere
including, but not limited to, future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic
developments; statements about competition, regulation, disposals and consolidation or technological developments in the financial
services industry; and statements of assumptions underlying such statements. Such statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking
statements. For example, certain of the market risk disclosures are dependent on choices about key model characteristics, assumptions
and estimates, and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates
and, as a result, actual future gains and losses could differ materially from those that have been estimated.
Other factors could also adversely affect
our results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed
here or in LBG’s Form 20-F filed on March 8, 2016 or other documents incorporated by reference herein to be a complete set
of all potential risks or uncertainties. We have economic, financial market, credit, legal and other specialists who monitor economic
and market conditions and government policies and actions. However, because it is difficult to predict with accuracy any changes
in economic or market conditions or in governmental policies and actions, it is difficult for us to anticipate the effects that
such changes could have on our financial performance and business operations.
The forward-looking statements made in
this prospectus speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking
statements to reflect events or circumstances after the date of this prospectus, and we do not assume any responsibility to do
so. You should, however, consult any further disclosures of a forward-looking nature we made in other documents filed with the
SEC that are incorporated by reference into this prospectus. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
Except as hereinafter set forth, there
is no provision of the Memorandum and Articles of Association of Lloyds Banking Group plc (the “Company”, for purposes
of this Item 8) or any contract, arrangement or statute under which any director or officer of the Company is insured or indemnified
in any manner against any liability that he may incur in his capacity as such.
Deed of Indemnity
The Company has entered into (or will enter
into) Deeds of Indemnity with the directors and certain officers and employees of the Company that, subject to certain conditions
precedent and limitations, in consideration for such director or officer or employee continuing in or accepting office as a director
or officer of (i) the Company, (ii) a subsidiary undertaking or holding company of the Company, or a subsidiary undertaking of
the Company’s holding company or (iii) any undertaking in which the relevant employee is acting as director, officer or trustee
at the Company’s request, the Company will indemnify the director or officer or employee against any liability, including
(without limitation) any fees, costs and expenses of any nature, whatsoever and howsoever incurred by, or attaching to, the director
or officer or employee in connection with any negligence, default, breach of duty or breach of trust by the director, officer or
employee in relation to the Company or any associated company (as described in clauses (ii) and (iii) above) or in the actual or
purported execution and/or discharge of his duties and/or the actual or purported exercise of his powers and/or otherwise in relation
to or in connection with his duties, powers or office as an employee, officer, trustee or agent of the Company or any associated
company (as described in clauses (ii) and (iii) above).
Articles 140, 141 and 142 of the Company’s
Articles of Association provide:
Article 140 Indemnity
140.1 Subject to the provisions of,
and so far as may be permitted by and consistent with, the statutes, any person who is or was at any time a director, officer,
employee or trustee of the Company or of any associated company or organisation may be indemnified by the Company out of its own
funds against (a) any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach
of trust by him in relation to the Company or any associated company or organization; and (b) any other liability incurred by or
attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise
of his powers and/or otherwise in relation to or in connection with his duties, powers or offices.
140.2 Where any such person is indemnified
against any liability in accordance with article 140.1, such indemnity shall extend to all costs, charges, losses, expenses and
liabilities incurred by him in relation thereto.
Article 141 Insurance
141.1 Without prejudice to article 140
above, the directors shall have power to purchase and maintain insurance for or for the benefit of any person who is or was at
any time a director, officer, employee or trustee of the Company or of any associated company or organization, including insurance
against any liability incurred by or attaching to him in respect of any act or omission in the actual or purported execution and/or
discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to or in connection
with his duties, powers or offices in relation to the Company or any associated company or organization (and all costs, charges,
losses, expenses and liabilities incurred by him in relation thereto).
Article 142 Defence Expenditure
142.1 Subject to the provisions of,
and so far as may be permitted by and consistent with, the statutes, the Company (i) may provide any person who is or was at any
time a director, officer, employee or trustee of the Company or of any associated company or organization with funds to meet expenditure
incurred or to be incurred by him in defending any criminal or civil proceedings in connection with any negligence, default, breach
of duty or breach of trust by him in relation to the Company or any associated company or organization or in connection with any
application for relief from liability under the statutes; and (ii) may do anything to enable any such a person to avoid incurring
such expenditure.
142.2 Subject to the provisions of,
and so far as may be permitted by and consistent with, the statutes, the Company (i) may provide any person who is or was at any
time a director, officer, employee or trustee of the Company or of any associated company or organization with funds to meet expenditure
incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed
to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by
him in relation to the Company or any associated company or organization, and (ii) may do anything to enable any such a person
to avoid incurring such expenditure.
142.3 For the purpose of articles 140
to 142 an “associated company or organization” is any company or other body, whether or not incorporated, (i) which
is the Company’s holding company or (ii) in which the Company or its holding company or any of the predecessors of the Company
or of such holding company has any interest whether direct or indirect or (iii) which is in any way allied to or associated with
the Company or its holding company or any of the predecessors of the Company or of such holding company (including any pension
fund or employees’ share scheme in which any employees of the Company or of any associated company or organization are interested
and any company acting as trustee for such pension fund or share scheme) or (iv) which is a subsidiary undertaking of any person
mentioned in (iii) or (v) to which directors, officers, employees or trustees of the Company or of any subsidiary undertaking or
any holding company of the Company are permitted by the Company or any subsidiary undertaking or any holding company of the Company
to lend their services; and “person” shall include any natural person, partnership, other unincorporated association
or body corporate.
Section 232 of the Companies Act 2006 provides:
(1) Any provision that purports to exempt
a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence,
default, breach of duty or breach of trust in relation to the company is void.
(2) Any provision by which a company
directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against
any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the
company of which he is a director is void, except as permitted by–
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party
indemnity provision), or
(c) section 235 (qualifying pension
scheme indemnity provision).
(3) This section applies to any provision,
whether contained in a company’s articles or in any contract with the company or otherwise.
(4) Nothing in this section prevents
a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.
Section 234 of the Companies Act 2006 provides:
(1) Section 232(2) (voidness of provisions
for indemnifying directors) does not apply to qualifying third party indemnity provision.
(2) Third party indemnity provision
means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.
Such provision is qualifying third party
indemnity provision if the following requirements are met.
(3) The provision must not provide any
indemnity against:
(a) any liability of the director to
pay:
(i) a fine imposed in criminal proceedings,
or
(ii) a sum payable to a regulatory authority
by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director:
(i) in defending criminal proceedings
in which he is convicted, or
(ii) in defending civil proceedings
brought by the company, or an associated company, in which judgment is given against him, or
(iii) in connection with an application
for relief (see subsection (6)) in which the court refuses to grant him relief.
(4) The references in subsection (3)(b)
to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
(5) For this purpose:
(a) a conviction, judgment or refusal
of relief becomes final:
(i) if not appealed against, at the
end of the period for bringing an appeal, or
(ii) if appealed against, at the time
when the appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of:
(i) if it is determined and the period
for bringing any further appeal has ended, or
(ii) if it is abandoned or otherwise
ceases to have effect.
(6) The reference in subsection (3)(b)(iii)
to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case
of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable
conduct).
Section 1157 of the Companies Act 2006 provides:
(1) If in proceedings for negligence,
default, breach of duty or breach of trust against:
(a) an officer of a company, or
(b) a person employed by a company as
auditor (whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person
is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including
those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from
his liability on such terms as it thinks fit.
(2) If any such officer or person has
reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach
of trust:
(a) he may apply to the court for relief,
and
(b) the court has the same power to
relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of
duty or breach of trust had been brought.
(3) Where a case to which subsection (1)
applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant
(in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability
sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant
(in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think
proper.
Any underwriters of securities registered
on this registration statement will each agree, severally, and not jointly, to indemnify the Company’s directors, the Company’s
officers who sign the registration statement and the Company’s authorized representative in the United States from and against
certain civil liabilities based on information relating to such underwriter furnished in writing by such underwriter expressly
for use herein.
The Company will agree to indemnify the
Company’s authorized representative in the United States from and against certain directors’ and officers’ liabilities.
In addition, the Company has obtained directors’
and officers’ insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the Company
for amounts that it may be required or permitted by law to pay directors or officers of the Company and its consolidated subsidiaries.
Item 9. Exhibits
Reference is made to the Exhibit Index
included herewith which is incorporated herein by reference.
Item 10. Undertakings
The undersigned registrants hereby undertake:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 per cent change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and
(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of this registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment
to the registration statement to include any financial statements required by Item 8.A. of Form 20-F, or to incorporate such financial
statements by reference to a report filed pursuant to the Exchange Act, at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided,
that a registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to
this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current
as the date of those financial statements.
(5) That, for the purpose of determining
liability under the Securities Act to any purchaser:
(a) Each prospectus filed by a registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(b) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration
statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; provided, however, that no statement made in this registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining
liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned
undertake that in a primary offering of securities of the undersigned pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus
of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) the portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrants or its securities
provided by or on behalf of the undersigned registrants; and
(iv) any other communication that is
an offer in the offering made by the undersigned registrants to the purchaser.
The undersigned registrants hereby undertake
that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section l5(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of a registrant pursuant to the
foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling
person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by a final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement on Form F-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in London, United Kingdom, on June 2, 2016.
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LLOYDS BANKING GROUP plc |
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By: |
/s/ António Horta-Osório |
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Name: |
António Horta-Osório |
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Title: |
Group Chief Executive |
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KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints F. Bateson, V. Crome, M. Duff, I.M. Fox, M. Galley, P.R. Green, M.
Harrison, R. Haward, G. Hawley, A. Lunan, S. Margretts, G. Parker, P. Pellicano, S. Powell, M. Rogers, T. Rougier, S. Rowland,
C. Rugg, V. Savadia, R.D. Shrimpton, B. Walker, M. Walton and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement
or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462(b) of the Securities
Act, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
Title |
Date |
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| /s/ António Horta-Osório |
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2nd day of June, 2016 |
| António Horta-Osório |
(Group Chief Executive) |
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| /s/ Juan Colombás |
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2nd day of June, 2016 |
| Juan Colombás |
(Chief Risk Officer) |
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| /s/ George Culmer |
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2nd day of June, 2016 |
| George Culmer |
(Chief Financial Officer) |
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| /s/ Lord Blackwell |
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2nd day of June, 2016 |
| Lord Blackwell |
(Chairman) |
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| /s/ Anita Frew |
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2nd day of June, 2016 |
| Anita Frew |
(Deputy Chairman) |
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| /s/ Alan Dickinson |
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2nd day of June, 2016 |
| Alan Dickinson |
(Non-Executive Director) |
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| /s/ Simon Henry |
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2nd day of June, 2016 |
| Simon Henry |
(Non-Executive Director) |
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Signature |
Title |
Date |
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| /s/ Nick Luff |
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2nd day of June, 2016 |
| Nick Luff |
(Non-Executive Director) |
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| /s/ Deborah McWhinney |
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2nd day of June, 2016 |
| Deborah McWhinney |
(Non-Executive Director) |
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| /s/ Nick Prettejohn |
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2nd day of June, 2016 |
| Nick Prettejohn |
(Non-Executive Director) |
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| /s/ Stuart Sinclair |
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2nd day of June, 2016 |
| Stuart Sinclair |
(Non-Executive Director) |
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| /s/ Anthony Watson CBE |
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2nd day of June, 2016 |
| Anthony Watson CBE |
(Non-Executive Director) |
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| /s/ Sara Weller |
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2nd day of June, 2016 |
| Sara Weller |
(Non-Executive Director) |
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| /s/ Kevin P. McKendry |
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2nd day of June, 2016 |
| Kevin P. McKendry |
(Authorized U.S. Representative) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement on Form F-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in London, United Kingdom, on June 2, 2016.
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LLOYDS BANK plc |
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By: |
/s/ António Horta-Osório |
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Name: |
António Horta-Osório |
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Title: |
Group Chief Executive |
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KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints F. Bateson, V. Crome, M. Duff, I.M. Fox, M. Galley, P.R. Green, M.
Harrison, R. Haward, G. Hawley, A. Lunan, S. Margretts, G. Parker, P. Pellicano, S. Powell, M. Rogers, T. Rougier, S. Rowland,
C. Rugg, V. Savadia, R.D. Shrimpton, B. Walker, M. Walton and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement
or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462(b) of the Securities
Act, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
Title |
Date |
| |
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| |
|
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| /s/ António Horta-Osório |
|
2nd day of June, 2016 |
| António Horta-Osório |
(Group Chief Executive) |
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| /s/ Juan Colombás |
|
2nd day of June, 2016 |
| Juan Colombás |
(Chief Risk Officer) |
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| /s/ George Culmer |
|
2nd day of June, 2016 |
| George Culmer |
(Chief Financial Officer) |
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| /s/ Lord Blackwell |
|
2nd day of June, 2016 |
| Lord Blackwell |
(Chairman) |
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| /s/ Anita Frew |
|
2nd day of June, 2016 |
| Anita Frew |
(Deputy Chairman) |
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| /s/ Alan Dickinson |
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2nd day of June, 2016 |
| Alan Dickinson |
(Non-Executive Director) |
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Signature |
Title |
Date |
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| /s/ Simon Henry |
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2nd day of June, 2016 |
| Simon Henry |
(Non-Executive Director) |
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| /s/ Nick Luff |
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2nd day of June, 2016 |
| Nick Luff |
(Non-Executive Director) |
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| /s/ Deborah McWhinney |
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2nd day of June, 2016 |
| Deborah McWhinney |
(Non-Executive Director) |
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| /s/ Nick Prettejohn |
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2nd day of June, 2016 |
| Nick Prettejohn |
(Non-Executive Director) |
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| /s/ Stuart Sinclair |
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2nd day of June, 2016 |
| Stuart Sinclair |
(Non-Executive Director) |
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| /s/ Anthony Watson CBE |
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2nd day of June, 2016 |
| Anthony Watson CBE |
(Non-Executive Director) |
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| /s/ Sara Weller |
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2nd day of June, 2016 |
| Sara Weller |
(Non-Executive Director) |
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| /s/ Kevin P. McKendry |
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2nd day of June, 2016 |
| Kevin P. McKendry |
(Authorized U.S. Representative) |
|
EXHIBIT
INDEX
| Number |
Description |
| 1.1 |
Form of Underwriting Agreement for the senior debt securities of Lloyds Banking Group plc. |
| 1.2 |
Form of Underwriting Agreement for the subordinated debt securities of Lloyds Banking Group plc. |
| 1.3 |
Form of Underwriting Agreement for the preference shares of Lloyds Banking Group plc. |
| 1.4 |
Form of Underwriting Agreement for the senior debt securities of Lloyds Bank plc, as Issuer and Lloyds Banking Group plc, as Guarantor. |
| 1.5 |
Form of Underwriting Agreement for the subordinated debt securities of Lloyds Bank plc, as Issuer and Lloyds Banking Group plc, as Guarantor. |
| 1.6 |
Form of Underwriting Agreement for the capital securities of Lloyds Banking Group plc. |
| 1.7** |
Form of Share Certificate. |
| 1.8 |
Distribution Agreement dated as of June 2, 2016 with respect to Medium-Term Notes, Series A among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and the Selling Agents listed on the signature pages therein. |
| 4.1* |
Senior Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of July 6, 2010 (previously filed as Exhibit 4.1 to Form 8-A12B on July 16, 2010). |
| 4.2* |
Senior Debt Securities Indenture between Lloyds TSB Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor and The Bank of New York Mellon, as Trustee, dated as of January 21, 2011 (form of indenture previously filed as Exhibit 4.3 to the post-effective amendment to Form F-3 on December 22, 2010). |
| 4.3* |
First Supplemental Indenture to the Senior Debt Securities Indenture for the Medium-Term Notes, Series A among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of June 6, 2011 (previously filed as Exhibit 4.1 to Form 6-K on June 6, 2011). |
| 4.4* |
Second Supplemental Indenture to the Senior Debt Securities Indenture for the Retail Notes, Series B among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of November 25, 2011 (previously filed as Exhibit 4.1 to Form 6-K on November 25, 2011). |
| 4.5* |
Third Supplemental Indenture to the Senior Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of September 5, 2014 (previously filed as Exhibit 4.1 to Form 6-K on September 5, 2014). |
| 4.6* |
Fourth Supplemental Indenture to the Senior Debt Securities Indenture for the Medium-Term Notes, Series A among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of September 29, 2014 (previously filed as Exhibit 4.1 to Form 6-K on September 29, 2014). |
| 4.7* |
Fourth Supplemental Indenture to the Senior Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of March 17, 2015 (previously filed as Exhibit 4.1 to Form 6-K on March 17, 2015). |
| 4.8* |
Fifth Supplemental Indenture to the Senior Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of May 14, 2015 (previously filed as Exhibit 4.1 to Form 6-K on May 14, 2015). |
| 4.9* |
Sixth Supplemental Indenture to the Senior Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of August 17, 2015 (previously filed as Exhibit 4.1 to Form 6-K on August 17, 2015). |
| 4.10* |
Seventh Supplemental Indenture to the Senior Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of January 22, 2016 (previously filed as Exhibit 4.1 to Form 6-K on January 22, 2016). |
| 4.11 |
Eighth Supplemental Indenture to the Senior Debt Securities Indenture for the Medium-Term Notes, Series A among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Trustee, dated as of June 2, 2016. |
| 4.12* |
Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of November 4, 2014 (previously filed as Exhibit 4.1 to Form 6-K on November 4, 2014). |
| 4.13* |
Form of Subordinated Debt Indenture among Lloyds TSB Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor and The Bank of New York Mellon, as Trustee (previously filed as Exhibit 4.4 to the post-effective amendment to Form F-3 on December 22, 2010). |
| 4.14* |
First Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of November 4, 2014 (previously filed as Exhibit 4.2 to Form 6-K on November 4, 2014). |
| 4.15 |
Second Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of December 1, 2015. |
| 4.16 |
Third Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of December 10, 2015. |
| 4.17* |
Fourth Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of March 24, 2016 (previously filed as Exhibit 4.1 to Form 6-K on March 24, 2016). |
| 4.18* |
Capital Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of March 6, 2014 (previously filed as Exhibit 4.1 to Form F-4 on March 6, 2014). |
| 4.19* |
First Supplemental Indenture to the Capital Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of April 7, 2014 (previously filed as Exhibit 4.1 to Form 6-K on April 7, 2014). |
| 4.20* |
Amended and Restated Deposit Agreement among Lloyds Banking Group plc, The Bank of New York Mellon and all holders from time to time of American Depositary Receipts issued thereunder, including the Form of the American Depositary Receipt (previously filed in preliminary form as an Exhibit to the Registration Statement on Form F-6 filed on June 15, 2010, Registration No. 333-143781). |
| 5.1 |
Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the debt securities and the enforceability of subordination provisions of the subordinated debt securities issued by Lloyds Banking Group plc. |
| 5.2 |
Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the capital securities issued by Lloyds Banking Group plc. |
| 5.3 |
Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the preference
shares and the ordinary shares issued by Lloyds Banking Group plc. |
| 5.4 |
Opinion of CMS Cameron McKenna LLP, Scottish counsel to Lloyds Bank plc and Lloyds Banking Group plc, as to the validity of the guarantees of Lloyds Banking Group plc of debt securities issued by Lloyds Bank plc and the enforceability of subordination provisions of such guarantees with respect to subordinated debt securities issued by Lloyds Bank plc. |
| 5.5 |
Opinion of CMS Cameron McKenna LLP, Scottish counsel to Lloyds Bank plc and Lloyds Banking Group plc, as to the validity of the guarantees of Lloyds Banking Group plc of Series A debt securities issued by Lloyds Bank plc. |
| 5.6 |
Opinion of Linklaters LLP, English counsel to Lloyds Bank plc as to the validity of the debt securities and the subordination provisions of the subordinated debt securities issued by Lloyds Bank plc. |
| 5.7 |
Opinion of Linklaters LLP, English counsel to Lloyds Bank plc as to the validity of the Series A debt securities issued by Lloyds Bank plc. |
| 5.8 |
Opinion of Davis Polk & Wardwell London LLP, U.S. counsel to Lloyds Banking Group plc and Lloyds Bank plc, as to the validity of the securities issued by Lloyds Banking Group plc and Lloyds Bank plc, respectively, and the guarantees of Lloyds Banking Group plc of the debt securities issued by Lloyds Bank plc. |
| 5.9 |
Opinion of Davis Polk & Wardwell London LLP, U.S. counsel to Lloyds Banking Group plc and Lloyds Bank plc, as to the validity of the Series A debt securities issued by Lloyds Bank plc and the guarantees of Lloyds Banking Group plc of the Series A debt securities issued by Lloyds Bank plc. |
| 12* |
Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Combined Fixed Charges and Preference Dividends (previously filed as Exhibit 12.1 to Form 6-K on March 8, 2016). |
| 23.1 |
Consent of CMS Cameron McKenna LLP (included in Exhibits 5.1, 5.2, 5.3, 5.4 and 5.5 above). |
| 23.2 |
Consent of Linklaters LLP (included in Exhibits 5.6 and 5.7 above). |
| 23.3 |
Consent of Davis Polk & Wardwell London LLP (included in Exhibits 5.8 and 5.9 above). |
| 23.4 |
Consent of PricewaterhouseCoopers LLP. |
| 24.1 |
Powers of Attorney regarding Lloyds Banking Group plc (included on signature page to the registration statement). |
| 25.1 |
Statement of Eligibility for the Senior Debt Securities Indenture dated as of July 6, 2010, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.2 |
Statement of Eligibility for the Senior Debt Securities Indenture dated as of January 21, 2011, among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.3 |
Statement of Eligibility for the Subordinated Debt Securities Indenture dated as of November 4, 2014, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.4 |
Statement of Eligibility for the form of Subordinated Debt Securities Indenture among Lloyds Bank plc, as Issuer, Lloyds Banking Group plc, as Guarantor, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.5 |
Statement of Eligibility for the Capital Securities Indenture dated as of March 6, 2014, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| * |
Incorporated by reference. |
| ** |
To be filed by amendment or incorporated by reference to a subsequently filed report on Form 6-K. |
Exhibit 1.1
LLOYDS BANKING GROUP PLC
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SENIOR DEBT
UNDERWRITING AGREEMENT
DATED: [·]
LLOYDS BANKING GROUP plc
Form of Underwriting Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$[ ]
[ ]% Senior Debt Securities due _____
__________ __, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time to time Lloyds Banking Group plc,
a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to
enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”
with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the
Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the
“Securities”).
The terms of, and rights attached to, any
particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a senior
debt securities indenture (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee
(“Trustee”). The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing
Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate
the Pricing Agreement.
1. Particular sales of the Securities
may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them, for whom the firms designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as
sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its
or their representatives. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation of the Company
to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase, or procure purchasers for,
any of the Securities shall be evidenced by
the Pricing Agreement with respect to the Securities specified therein. Each Pricing Agreement shall specify the aggregate principal
amount of such Securities, any option to purchase additional Securities, the initial public offering price of such Securities,
the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities, the names of the Representatives
of such Underwriters and the principal amount of such Securities to be purchased by each Underwriter, or by purchasers procured
by such Underwriter, and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement (as defined below), the
Disclosure Package (as defined below) and prospectus with respect thereto) the terms of such Securities. A Pricing Agreement shall
be executed in writing (and may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other
rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters
under this Agreement and each Pricing Agreement shall be several and not joint.
The Company has prepared and filed with
the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”
as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No.
333-[·]) and related preliminary prospectus for the registration of, among other
securities, certain debt securities of the Company, including the Securities, in accordance with the provisions of the 1933 Act,
and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3,
as amended to the date on which it became effective prior to the date of this Agreement (including any prospectus supplement relating
to the Securities and any other information, if any, deemed to be part of such registration statement pursuant to Rule 430B of
the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated
by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”,
respectively, except that (i) if any revised prospectus or prospectus supplement shall be provided to the Underwriters
by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission
at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the
Company pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus” shall refer to such revised
prospectus or include such prospectus supplement, as the case may be, from and after the time such revised prospectus or prospectus
supplement is first provided to the Underwriters for such use, and (ii) if the Company files any documents pursuant to Section
13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), after the Registration
Statement became effective and prior to the termination of the offering of the Securities by the Underwriters, which documents
are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into the Prospectus
pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus” shall refer to said prospectus as
modified to include the documents so filed from and after the time said documents are filed with or furnished to the Commission.
The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including any preliminary prospectus
supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant to Rule 424(b) of
the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set forth in Rule 405 of the 1933
Act Regulations. The term “Issuer Free Writing Prospectus”
means (i) any material that satisfies the
conditions set forth in Rule 433 of the 1933 Act Regulations and (ii) any roadshow presentation, including any Bloomberg roadshow
presentation. The term “Disclosure Package” means (i) the Preliminary Prospectus,
if any, and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified in Annex II hereto, (iii) the final
term sheet prepared and filed pursuant to Section 5(d) of this Agreement (the “Term Sheet”) and (iv) any other
Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure
Package.
“Applicable
Time” means the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company
and the Representatives.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time,
and as of the Time of Delivery referred to in Section 4 hereof that:
(a) An
“automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act ) on Form F-3 in respect of the
Securities (File No. 333-[·]) (i) has been prepared by the Company in conformity
with the requirements of the 1933 Act Regulations, (ii) has been filed with the Commission under the 1933 Act not earlier than
the date that is three years prior to the Time of Delivery (as defined in Section 4 hereof) and (iii) upon its filing with the
Commission, automatically became and is effective under the 1933 Act.
(b) The
Commission has not issued any order preventing or suspending the effectiveness of the Registration Statement or any part thereof
or preventing or suspending the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering
has been, to the Company’s knowledge, instituted or threatened by the Commission. The Commission has not issued any order
directed to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus, and,
to the Company’s knowledge, no proceeding has been instituted or threatened by the Commission with respect to any document
incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus. The Commission has not notified
the Company of any objection to the use of such Registration Statement or any post-effective amendment thereto.
(c) The
Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations)
and has not been, and continues not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations),
in each case at all times relevant under the 1933 Act in connection with the offering of the Securities.
(d) The
Registration Statement conformed on the date on which it became effective and conforms, and any amendment to the Registration
Statement filed after the date hereof will conform, in all material respects to the requirements of the 1933 Act and the 1933
Act Regulations. The most recent Preliminary Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement
thereto, will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations when they become
effective or are filed with the Commission. The documents incorporated by reference in the Registration Statement, the
Disclosure
Package, and the most recent Preliminary Prospectus, if any, or Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects, to the requirements of the 1933 Act, the 1934 Act or with
the Trust Indenture Act (as defined below), as applicable, and the 1933 Act Regulations, and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform, in all material respects to the requirements of the 1933 Act
or the 1934 Act, as applicable, and the 1933 Act Regulations; provided, however, that the representations and warranties
in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility (the
“Form T-1”) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
of the Trustee.
(e) The
Registration Statement did not, as of the date on which it became effective, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement
in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf
of any Underwriter specifically for inclusion therein.
(f) Each
of (a) the Disclosure Package and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure
Package did not, as of either the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section
4), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein; provided, further that the representations and warranties in this subsection shall not apply to the Form T-1 of
the Trustee.
(h) The
audited consolidated financial statements (in conjunction with the notes thereto) of the Company included in the Disclosure Package
and Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiary undertakings
for the periods specified. The audited consolidated annual financial statements of the Company for the financial years ended December
31, 2015, 2014 and 2013, and the results of their operations and cash flows for each of the three years ended December 31, 2015,
2014 and 2013 were prepared
in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board.
(i) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
except as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations of the Company and its subsidiaries considered as one enterprise.
(j) The
Company (A) has been duly incorporated in Scotland and is validly registered under the laws of Scotland; (B) has the requisite
corporate power and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate
power and authority to execute and deliver the Indenture and to issue the Securities and, in each case, to perform its obligations
hereunder and thereunder; (C) has the corporate power and authority to conduct its business through its subsidiaries as described
in the Disclosure Package and the Prospectus; and (D) has duly authorized, executed and delivered this Agreement and the Pricing
Agreement, and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the Company enforceable
in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as
to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights generally and to general equity principles.
(k) The
Indenture has been duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(l) The
forms of the Securities have been duly authorized and established in conformity with the provisions of the Indenture and, when
the Securities have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly
paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(m) The
Indenture and the Securities will conform in all material respects to the descriptions thereof contained in the Disclosure Package
and the Prospectus.
(n) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the
United Kingdom having jurisdiction over the Company required for the consummation by the Company of the transactions contemplated
by this Agreement or the Pricing Agreement or to permit the Company to effect interest payments in U.S. dollars on the Securities
in accordance with the terms of the Indenture have been obtained and are in full force and effect, except as may be required by
U.S. state securities laws (the “Blue Sky laws”).
(o) The execution, delivery and performance of this Agreement, the Pricing Agreement and the Indenture, the issuance,
authentication, sale and delivery of the Securities and the compliance by the Company with the respective terms thereof, and
the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a breach under any
agreement or instrument to which the Company is a party or by which the Company is bound that is material to the Company and
its subsidiaries, taken as a whole, nor will such action result in any violation of (1) the provisions of the Memorandum and
Articles of Association of the Company or (2) any statute or any order, filing, rule or regulation of any United States,
English or Scottish court or governmental agency or regulatory body having jurisdiction over the Company except for any such
violation in (2) above that would not, individually or in the aggregate, have a material adverse effect on the condition,
financial or otherwise, or on the results of operations or the business of the Company and its subsidiaries considered as one
enterprise.
(p) The
Company is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described
in the Prospectus and the Disclosure Package, will not be, required to register as an “investment company,” as defined
in the Investment Company Act of 1940, as amended.
(q) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which
is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed therein).
(r) The
consolidated capitalization of the Company and its subsidiaries set forth in the Disclosure Package and Prospectus is true and
correct as of the dates specified therein.
(s) PricewaterhouseCoopers
LLP (the “Independent Accountants”), who have certified the consolidated financial statements of the Company
and its subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference
in the Registration Statement, the Disclosure Package and the Prospectus, were at the time of certifying such financial statements,
independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The
Company has an effective system of internal controls over financial reporting so as to satisfy the requirements of section 404
of the U.S. Sarbanes Oxley Act of 2002 on the basis set forth in the Company’s most recent annual report filed on Form 20-F,
and to otherwise provide reasonable assurances that (i) transactions are executed in accordance with management’s general
or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS (as adopted by the European Union) and to maintain accountability for assets, (iii) access to assets is permitted only
in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(u) Save as disclosed in the Disclosure Package, the Company has not during the past five years, had any (i) material weaknesses in
their internal controls over financial reporting (whether or not remediated) or (ii) changes in its internal controls over financial
reporting that has materially adversely affected, or would be reasonably likely to materially adversely affect, its internal controls
over financial reporting. The Company has not had during the past five years, any fraud that involves any current member of management
of the Company and no material fraud that involves any employee of the Company or (so far as the Company is aware) of any subsidiary.
(v) None
of the Company or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently
subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which
the Company or any of its affiliates is subject; and the Securities are not being issued for the purpose of funding any operations
in, financing any investment or activities in or making any payments to any country or to any person in contravention of prevailing
U.S. sanctions administered by OFAC.
(w) Except
as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries or, to the knowledge
of the Company and each of its subsidiaries, any director, officer, agent, employee or other person associated with or acting
on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that could result
in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder
(the “FCPA”) (including, without limitation, making use of the mail or any means or instrument of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA), the U.K. Bribery Act 2010 or
any similar law or regulation, to which the Company, any subsidiary thereof, any director, officer, agent, employee of the Company
or any subsidiary thereof may be subject. The Company and each subsidiary thereof have conducted their businesses in compliance
with the FCPA, the U.K. Bribery Act 2010 and any applicable similar law or regulation and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(x) The
operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company and its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company
or its subsidiaries, threatened.
3. Upon
the execution of the Pricing Agreement applicable to any Securities and authorization by the Representatives of the release of
such Securities, the Underwriters, acting
severally,
propose to offer such Securities for sale upon the terms and conditions set forth in the Prospectus (as amended or supplemented).
4. The
Securities to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement
relating thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request
upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives
for the account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters,
of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance
with the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such
other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Securities.
5. The
Company agrees with each of the Underwriters of any Securities that:
(a) The
Company will notify the Representatives promptly on becoming aware of (i) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Disclosure Package or the Prospectus or for additional information
relating to the Registration Statement, the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing
the use of any Preliminary Prospectus, if any, Disclosure Package, the Prospectus or the initiation of any proceedings for such
purpose or the issuance by the Commission of any notice of objection to the use of the Registration Statement or any post-effective
amendment thereto or any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus,
the Disclosure Package or any Free Writing Prospectus. The Company will make every reasonable effort to prevent the issuance of
any such stop order and, if any stop order or notice of objection is issued, to obtain the lifting thereof at the earliest possible
moment.
(b) If
at any time prior to the Time of Delivery, any event occurs as a result of which the Disclosure Package would then include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the Company will (i) promptly notify the Representatives
so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure
Package to correct such statement or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply
any such amendment or supplement to the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations),
file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the 1934 Act and will give the Representatives notice of its intention to file any amendment to the Registration Statement or
any amendment or supplement
to the Disclosure
Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection with
the offering of the Securities which differs from the Prospectus, whether or not such revised prospectus is required to be filed
pursuant to Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will furnish the Representatives
with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file any such amendment or supplement or use any such prospectus without prior consultation with the Representatives,
if such prior consultation is reasonably practicable.
(d) The
Company will prepare Term Sheets, containing solely a description of the final terms of the Securities and the offering thereof,
in a form approved by the Representatives and will file each Term Sheet not later than the time required by Rule 433(d) of the
1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933
Act Regulations not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery
of the Pricing Agreement relating to the Securities.
(f) If
required by Rule 430B(h) of the 1933 Act Regulations, the Company will prepare a prospectus and file such prospectus pursuant
to Rule 424(b) of the 1933 Act Regulations not later than may be required by such Rule.
(g) The
Company will deliver to each Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration
Statement).
(h) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing
Prospectus (including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably
request, and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York
time) on the second business day prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering and sale of the Securities and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not
misleading, or, if for any reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply
with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to each
Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required
to deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) in
connection with sales of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172
or 173(a) of the 1933 Act Regulations) at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’
request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives
may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) The
Company agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Representatives,
and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case
may be) the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that
would constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company
under Rule 433 of the 1933 Act Regulations, other than the information contained in the Term Sheets; provided, however,
that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing
Prospectuses included in Annex II hereto. Any such free writing prospectus consented to by the parties is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as
the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(j) The
Company will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as the Representatives may request; provided, however,
that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a
consolidated basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder
(including, at the option of the Company, Rule 158 of the 1933 Act Regulations).
(l) During
the period beginning from the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery,
the Company will not offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States,
any securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar
to such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial
paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement, without the prior written
consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The
Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of The
Depository
Trust Company (“DTC”), Euroclear Bank SA/NV, or Clearstream Banking, société anonyme,
as the case may be.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment date under the terms of the Securities, the Securities will
be listed on a “recognised stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable,
application will be made to list the Securities on such recognised stock exchange.
(o) The
Company will apply the net proceeds from the sale of the Securities as set forth in the Prospectus.
(p) Prior
to the issuance of the Securities, the Company will have obtained all consents, approvals, authorizations, orders, registrations,
qualifications and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or
required for the valid issuance of the Securities and to permit the Company to make interest payments on the Securities in U.S.
dollars.
6. The
Company will pay all expenses incident to the performance of its obligations under this Agreement, any Pricing Agreement, the
Indenture and the Securities, including (i) the printing and filing of the Registration Statement as originally filed and of each
amendment thereto, any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments
or supplements thereto) and the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement,
the Pricing Agreement, the Indenture and the blue sky survey; (iii) the printing or reproduction, preparation, issuance and delivery
of the certificates, if any, for the Securities to (or at the direction of) the Underwriters, including any transfer or other
taxes or duties payable upon the delivery of the Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking,
société anonyme, as the case may be, or the sale of the Securities to the Underwriters; (iv) the fees and
disbursements of the Company’s counsel and accountants; (v) the qualification of the Securities under the applicable securities
laws in accordance with the provisions of Section 5(j) hereof, including filing fees and the fees and disbursements of counsel
for the Underwriters in connection therewith in an aggregate amount not in excess of $5,000 with respect to a particular issue
of the Securities and in connection with the preparation of any blue sky survey and any legal investment survey; (vi) the delivery
to the Underwriters of copies of such blue sky survey, if any; (vii) any costs, fees and charges of any paying agent appointed
under the Indenture; (viii) all expenses and listing fees in connection with the listing of the Securities, if any, on a stock
exchange and the clearance and settlement of the Securities through the facilities of DTC, Euroclear Bank SA/NV or Clearstream
Banking, société anonyme, as the case may be; (ix) any fees charged by securities rating services for rating
the Securities; (x) the fees and expenses incurred in connection with the filing of any materials with the Financial Industry
Regulatory Authority (“FINRA”), if any; (xi) any fees associated with a Bloomberg roadshow presentation; (xii)
any United Kingdom stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom or any political subdivision
thereof upon the original issuance by, or on behalf of, the Company of the Securities, the initial delivery of the Securities,
the deposit of the Securities with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société
anonyme, as the case may be, the purchase by the Underwriters of the Securities pursuant to this Agreement, the sale and delivery
of the Securities by the Underwriters to the initial purchasers
thereof, and
the execution and delivery of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee
and any authorized agent of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee in connection with
the Indenture and the Securities; and (xiv) any value added taxes payable in the United Kingdom in respect of any of the above
expenses; provided that the Company shall have no liability under this Agreement for any amounts in respect of tax incurred by
any of the Underwriters on its actual net income, profits or gains or on any value added tax or similar tax imposed which is recoverable
by the Underwriter.
[If this
Agreement is terminated by the Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix)
hereof, the Company shall reimburse the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters, unless otherwise agreed by the parties.]
7. The
obligations of the Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in
the discretion of the Representatives, to the condition that all representations and warranties of the Company in or incorporated
by reference in the Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for such Securities,
true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed,
and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice
of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the 1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations;
the Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations
shall have been transmitted to the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case,
prior to the Time of Delivery the Company shall have provided evidence satisfactory to the Representatives of such timely filing;
and no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated
or threatened by the Commission; and all requests for additional information on the part of the Commission have been complied
with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinion and disclosure letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for
the Company, with respect to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company, with respect to the
matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion, dated as of the Time of Delivery, of Linklaters LLP, English solicitors to the Company, with respect to the matters set
forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters,
with respect to the matters set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent
Accountants”) shall have furnished to the Representatives a letter, delivered at a time prior to the execution of the
Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort
letters” and otherwise in form and substance satisfactory to the Representatives.
(d) The
Independent Accountants shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that
it reaffirms the statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off”
date referred to therein shall be a date not more than three business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange
specified therein.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results of operations
of the Company and its subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate
of the Company executed on its behalf by an officer of the Company, dated as of the Time of Delivery, to the effect that (i) the
representations and warranties in Section 2 hereof are true and correct in all material respects as though expressly made at and
as of the Time of Delivery; (ii) the Company has complied in all material respects with all agreements hereunder and satisfied
in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Time of Delivery;
and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge of the
Company, no proceedings for that purpose have been initiated or threatened by the Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of the
Company, stating that to the best knowledge and belief of the two authorized officers signing such certificate after reasonable
inquiry, the issue and sale of the Securities in the manner contemplated in the Disclosure Package and Prospectus do not and will
not result in a breach, default or acceleration of any payment or amount under any contract, agreement or undertaking to which
the Company or any of its subsidiaries is a party (or by which any such entity is bound), which breach, default or acceleration
would have a material adverse effect on the Company and its subsidiaries taken as a whole.
(h) There
shall not have occurred any lowering of the rating of any of the Company’s securities by Moody’s Investors Service,
Inc., Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall
not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition
specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the
Underwriters, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the
Time of Delivery.
8. (a) The
Company agrees to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers
and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus,
the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or
any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any
such untrue statement
or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the
Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements
of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
clause (i) or (ii) above;
provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), the Prospectus, the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or
any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, its directors, each of the officers
of the Company who signed the Registration Statement, the Company’s authorized representative in the United States and each
person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), the Prospectus, any related preliminary prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly
for use in the Registration Statement (or any amendment thereto), or the Prospectus or such preliminary prospectus (or any amendment
or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above,
counsel to the indemnified parties shall be selected by the Underwriters, and, in
the case of parties
indemnified pursuant to Section 8(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. No indemnifying party
shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may
be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering
of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall, if permitted by applicable law, contribute to
such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts, concessions and commissions received by such Underwriters. The
relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of the Underwriters of Securities in this subsection (e) to contribute are
several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated
to purchase under this Agreement and the Pricing Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or
any other underwriters, to purchase, or procure purchasers for, all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if the Representatives shall not have
completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the
Time of Delivery, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations
of all non-defaulting Underwriters, or
(b) if
the number of Defaulted Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers
for at the Time of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of
any non-defaulting Underwriter.
No action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event
of any such default which does not result in a termination of the relevant Pricing Agreement, either the Representatives or the
Company shall have the right to postpone
the Time of
Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery
of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The
Representatives may terminate this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery
(i) if there has been, since the date of the Pricing Agreement or the respective dates as of which information is given in the
Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated therein, any
material adverse change in the condition, financial or otherwise, or in the results of operations, of the Company and its subsidiaries
considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities involving the United States
or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency or war, or (iii) the
occurrence of another calamity or crisis or any change in financial, political or economic conditions or currency exchange rates
or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in clauses (ii) and
(iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable or inadvisable
to market the Securities or enforce contracts for the sale of the Securities in the manner contemplated in the Prospectus, or
(iv) if there has occurred a suspension or material limitation in trading in securities generally on the New York Stock Exchange,
London Stock Exchange or any other stock exchange on which the Company’s securities are listed, or (v) if there has occurred
a suspension or material limitation in trading the Company’s securities on the New York Stock Exchange or the London Stock
Exchange, or (vi) if there has occurred a material adverse change in the financial markets in the United States or in the international
financial markets in the judgment of the Representatives after consultation with the Company, or (vii) if a banking moratorium
on commercial banking activities has been declared by the relevant authorities in New York or London, or a material disruption
in commercial banking or securities settlement or clearance services in the United States or the United Kingdom has occurred,
or (viii) if there has occurred a change or development involving a prospective change in the United States or the United Kingdom
taxation which has, or will have, a material adverse effect on the Company or the Securities or the transfer thereof, or (ix)
if there is any lowering of the rating of any of the Company’s debt securities, preference shares, American depositary shares
representing preference shares or American depositary receipts evidencing American depositary shares representing preference shares,
or a public announcement that such rating is under surveillance or review, with possible negative implications, in each case,
by Moody’s Investors Service, Inc., Standard and Poor’s Rating Services, a division of the McGraw-Hill Companies,
Inc., or Fitch Ratings, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party
to any other party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of
Sections 6, 8, 10 and 14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Securities shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose
in the Pricing Agreement.
All statements,
requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company
shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration
Statement, Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof
shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’
Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and
their respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors
and the controlling persons and officers, directors and authorized representative of the Company referred to in Section 8 and
their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or
any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and
their respective successors, and said controlling persons and officers, directors and authorized representative of the Company
and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) The
Company irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against
it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the
Pricing Agreement may be brought in the courts of the State of New York or the courts of the United States of America located
in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto),
currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee and agent to take
process, receive and forward process or to be served with process for and on its behalf of any and all legal process, summons,
notices and documents which may be served in any such action, suit or proceeding brought in any such United States or State court
which may be made on such
designee, appointee
and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent
hereunder shall cease to be available to act as such, the Company agrees to designate a new designee, appointee and agent in The
City of New York on the terms and for the purposes of this Section 14 satisfactory to the Representatives. The Company further
hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any
of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of
process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective
or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, first
class, postage prepaid, to each of them at their respective addresses specified in or designated pursuant to this Agreement. The
Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair
or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing
herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and
documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits
or proceedings against the undersigned in any jurisdictions, and in any manner, as may be permitted by applicable law. The Company
hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement
or the Pricing Agreement brought in the United States federal courts or the courts of the State of New York located in the Borough
of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale
of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and
will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect
to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
16. In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”),
it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication
of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State
or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified
investor as
defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision
of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Underwriters; or (c) in
any other circumstances falling under Article 3(2) of the Prospectus Directive, provided that no such offer of Securities requires
the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of
this Section 16 of this Agreement, the expression “an offer of Securities to the public” in relation to any Securities
in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member
State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
17. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this
Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate
through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or
fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process
leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it
is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters
has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that
the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
18. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
19. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without
reference to conflict of laws provisions thereof. Specified times of day refer to New York City time.
20. This
Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts
taken together shall constitute one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters,
each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement
may
be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Company
to such Underwriter under this Agreement, 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 Company or another
person (and the issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and/or
(iv) the
amendment or alteration of 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 Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from
time to time in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the Company.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
[The
rest of this page is intentionally left blank.]
If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof.
| Very truly yours, |
| |
| |
| LLOYDS BANKING GROUP plc |
| |
| |
| By: |
|
| |
Name: |
| |
Title: |
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of this page is intentionally left blank.]
Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
ANNEX
I
Pricing
Agreement
[Names
of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________
__, ____
Ladies and
Gentlemen:
Lloyds Banking
Group plc, a public limited company incorporated under the laws of Scotland, and registered in, Scotland (the “Company”),
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting
Agreement”), between the Company and the several Underwriters signatories thereto, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified
in Schedule II hereto (the “Securities”). Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined),
as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure
Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Securities which are the subject
of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities
pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are
set forth at the end of Schedule II hereto.
An amendment
to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to
the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and
each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase
from the Company, at the Purchase Price at the Time of Delivery (each as
defined in
Schedule II hereto), the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[The rest
of this page is intentionally left blank.]
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Very truly yours, |
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LLOYDS BANKING GROUP plc |
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By: | |
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| Name: |
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| Title: |
[The rest
of this page is intentionally left blank.]
Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
SCHEDULE
I
| |
|
|
Principal Amount of
Securities to be Purchased |
| [Names of Representatives] |
|
|
[ ] |
| [Names of other Underwriters] |
|
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[ ] |
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Total: |
|
[_____] |
SCHEDULE
II
Capitalized
terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title
of Securities:
[ ]% [Senior
Debt Securities] due [ ]
Aggregate
principal amount:
$[ ] principal
amount of the Securities
Price
to Public:
[ ]% of the
principal amount of the Securities
Purchase
Price by Underwriters:
[ ]% of the
principal amount of the Securities
Underwriting
Commission:
[ ]%
Form
of Securities:
Book-entry
only form represented by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream
Banking, société anonyme, as the case may be.
Specified
Funds for Payment of Purchase Price:
Wire transfer
of immediately available funds
Time
of Delivery:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Applicable
Time:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Indenture:
Indenture
dated as of [ ] between the Company and The Bank of New York Mellon, as Trustee.
Maturity:
________
__, ____
Interest
Rate:
[ ]%
Interest
Payment Dates:
Interest
will be paid on the Securities on ________ ___ and ________ ___ of each year, commencing __________ __, ____.
Interest
Record Dates:
Interest
will be paid on the Securities to holders of record of each Security in respect of the principal amount thereof outstanding as
at [·] and [·] of each year immediately
preceding the Interest Payment Dates on [·] and [·],
respectively.
Redemption
Provisions:
The Securities
may be redeemed as described in the Prospectus.
Sinking
Fund Provisions:
No sinking
fund provisions.
Closing
Location for Delivery of Securities:
Offices
of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names
and Addresses of Representatives:
Designated
Representatives:
Addresses
for Notices:
[Add Ratings
and CUSIP/ISIN:
[·] [·]]
Stock
Exchange Listing:
The [New
York Stock Exchange]
Other
Terms:
The
Securities will have additional terms as more fully described in the Disclosure Package and the Prospectus.
The issuer
has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling [Representative] at toll free [·].
ANNEX
II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM
OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
FORM
OF DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
ANNEX
IV
FORM
OF OPINION OF
CMS
Cameron McKenna LLP, SCOTTISH COUNSEL
TO THE
COMPANY
[TO BE
PROVIDED]
ANNEX
V
FORM
OF OPINION OF LINKLATERS LLP,
ENGLISH
COUNSEL TO THE COMPANY
[TO BE
PROVIDED]
ANNEX
VI
FORM
OF OPINION AND DISCLOSURE LETTER OF
Allen & Overy LLP,
U.S.
COUNSEL FOR THE UNDERWRITERS
[TO BE
PROVIDED]
Exhibit 1.2
LLOYDS BANKING GROUP PLC
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SUBORDINATED DEBT
UNDERWRITING AGREEMENT
DATED: [ ]
LLOYDS BANKING GROUP plc
Form of Underwriting Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$[ ]
[ ]% Subordinated Debt Securities due _____
__________ __, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time to time Lloyds Banking Group plc,
a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to
enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”
with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the
Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the
“Securities”).
The terms of, and rights attached to, any
particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a subordinated
debt securities indenture (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee
(“Trustee”). The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing
Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate
the Pricing Agreement.
1. Particular sales of the Securities
may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them, for whom the firms designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as
sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its
or their representatives. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation of the Company
to issue and sell any of the
Securities and the obligation of any of the Underwriters to
purchase, or procure purchasers for, any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities
specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Securities, any option to purchase
additional Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities,
the names of the Underwriters of such Securities, the names of the Representatives of such Underwriters and the principal amount
of such Securities to be purchased by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the
date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent
not set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below) and
prospectus with respect thereto) the terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in
counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed
to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing
Agreement shall be several and not joint.
The Company has prepared and filed with
the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”
as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No.
333-[·]) and related preliminary prospectus for the registration of, among other
securities, certain debt securities of the Company, including the Securities, in accordance with the provisions of the 1933 Act,
and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3,
as amended to the date on which it became effective prior to the date of this Agreement (including any prospectus supplement relating
to the Securities and any other information, if any, deemed to be part of such registration statement pursuant to Rule 430B of
the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated
by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”,
respectively, except that (i) if any revised prospectus or prospectus supplement shall be provided to the Underwriters
by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission
at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the
Company pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus” shall refer to such revised
prospectus or include such prospectus supplement, as the case may be, from and after the time such revised prospectus or prospectus
supplement is first provided to the Underwriters for such use, and (ii) if the Company files any documents pursuant to Section
13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), after the Registration
Statement became effective and prior to the termination of the offering of the Securities by the Underwriters, which documents
are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into the Prospectus
pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus” shall refer to said prospectus as
modified to include the documents so filed from and after the time said documents are filed with or furnished to the Commission.
The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including any preliminary prospectus
supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant to Rule 424(b) of
the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set
forth in Rule 405 of the 1933 Act Regulations. The term “Issuer
Free Writing Prospectus” means (i) any material that satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations
and (ii) any roadshow presentation, including any Bloomberg roadshow presentation. The term “Disclosure Package”
means (i) the Preliminary Prospectus, if any, and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified
in Annex II hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(d) of this Agreement (the “Term
Sheet”) and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package.
“Applicable Time” means
the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company and the Representatives.
2. The Company represents and warrants
to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as of the Time of Delivery
referred to in Section 4 hereof that:
(a) An “automatic shelf registration
statement” (as defined in Rule 405 under the 1933 Act) on Form F-3 in respect of the Securities (File No. 333-[·])
(i) has been prepared by the Company in conformity with the requirements of the 1933 Act Regulations, (ii) has been filed with
the Commission under the 1933 Act not earlier than the date that is three years prior to the Time of Delivery (as defined in Section
4 hereof) and (iii) upon its filing with the Commission, automatically became and is effective under the 1933 Act.
(b) The Commission has not issued any
order preventing or suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending
the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus; and no proceeding
for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has been, to the
Company’s knowledge, instituted or threatened by the Commission. The Commission has not issued any order directed to any
document incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus, and, to the Company’s
knowledge, no proceeding has been instituted or threatened by the Commission with respect to any document incorporated by reference
in the most recent Preliminary Prospectus, if any, or the Prospectus. The Commission has not notified the Company of any objection
to the use of such Registration Statement or any post-effective amendment thereto.
(c) The Company has been, and continues
to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations) and has not been, and continues
not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations), in each case at all times relevant
under the 1933 Act in connection with the offering of the Securities.
(d) The Registration Statement conformed
on the date on which it became effective and conforms, and any amendment to the Registration Statement filed after the date hereof
will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. The most recent Preliminary
Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement thereto, will conform, in all material respects
to the requirements of the 1933 Act and the 1933 Act Regulations when they become effective or are filed with the
Commission. The documents incorporated by reference in the Registration
Statement, the Disclosure Package, and the most recent Preliminary Prospectus, if any, or Prospectus, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects, to the requirements of the 1933 Act,
the 1934 Act or with the Trust Indenture Act (as defined below), as applicable, and the 1933 Act Regulations, and any further documents
so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will conform, in all material respects to the requirements of the
1933 Act or the 1934 Act, as applicable, and the 1933 Act Regulations; provided, however, that the representations and warranties
in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility (the
“Form T-1”) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
of the Trustee.
(e) The Registration Statement did not,
as of the date on which it became effective, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity
with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for
inclusion therein.
(f) Each of (a) the Disclosure Package
and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure Package did not, as of either
the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that no representation or warranty is made as to information contained in
or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The Prospectus, and any amendment
or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided, further that
the representations and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) The audited consolidated financial
statements (in conjunction with the notes thereto) of the Company included in the Disclosure Package and Prospectus present fairly,
in all material respects, the financial position of the Company and its subsidiary undertakings for the periods specified. The
audited consolidated annual financial statements of the Company for the financial years ended December 31, 2015, 2014 and 2013,
and the results of their operations and cash flows for each of the three years ended December 31, 2015, 2014 and 2013 were prepared
in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
(i) Since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or in the results
of operations of the Company and its subsidiaries considered as one enterprise.
(j) The Company (A) has been duly incorporated
in Scotland and is validly registered under the laws of Scotland; (B) has the requisite corporate power and authority to execute
and deliver this Agreement and the Pricing Agreement and had the requisite corporate power and authority to execute and deliver
the Indenture and to issue the Securities and, in each case, to perform its obligations hereunder and thereunder; (C) has the corporate
power and authority to conduct its business through its subsidiaries as described in the Disclosure Package and the Prospectus;
and (D) has duly authorized, executed and delivered this Agreement and the Pricing Agreement and this Agreement and the Pricing
Agreement constitute the valid and legally binding agreement of the Company enforceable in accordance with their terms, except
as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general
equity principles.
(k) The Indenture has been duly qualified
under the Trust Indenture Act and duly authorized, executed and delivered by the Company and, assuming due authorization, execution
and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights generally and to general equity principles.
(l) The forms of the Securities have
been duly authorized and established in conformity with the provisions of the Indenture and, when the Securities have been executed
and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof,
the Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights generally and to general equity principles.
(m) The Indenture and the Securities
will conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(n) All consents, approvals, authorizations,
orders and decrees of any court or governmental agency or body of the United States or the United Kingdom having jurisdiction over
the Company required for the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Agreement
or to permit the Company to effect interest payments in U.S. dollars on the Securities in accordance with the terms of the Indenture
have been obtained and are in full force and effect, except as may be required by U.S. state securities laws (the “Blue
Sky laws”).
(o) The execution, delivery and performance
of this Agreement, the Pricing Agreement and the Indenture, the issuance, authentication, sale and delivery of the Securities and
the compliance by the Company with the respective terms thereof, and the consummation of the transactions contemplated hereby and
thereby, will not conflict with or result in a breach under any agreement or instrument to which the Company is a party or by which
the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action result in any
violation of (1) the provisions of the Memorandum and Articles of Association of the Company or (2) any statute or any order, filing,
rule or regulation of any United States, English or Scottish court or governmental agency or regulatory body having jurisdiction
over the Company except for any such violation in (2) above that would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, or on the results of operations or the business of the Company and its subsidiaries
considered as one enterprise.
(p) The Company is not, and after giving
effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Prospectus and the
Disclosure Package, will not be, required to register as an “investment company,” as defined in the Investment Company
Act of 1940, as amended.
(q) There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which is required to be disclosed
in the Disclosure Package and Prospectus (other than as disclosed therein).
(r) The consolidated capitalization
of the Company and its subsidiaries set forth in the Disclosure Package and Prospectus is true and correct as of the dates specified
therein.
(s) PricewaterhouseCoopers LLP (the
“Independent Accountants”), who have certified the consolidated financial statements of the Company and its
subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus, were at the time of certifying such financial statements, independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The Company has an effective system
of internal controls over financial reporting so as to satisfy the requirements of section 404 of the U.S. Sarbanes Oxley Act of
2002 on the basis set forth in the Company’s most recent annual report filed on Form 20-F, and to otherwise provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with IFRS (as adopted by the European Union)
and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(u) Save as disclosed in the Disclosure
Package, the Company has not during the past five years, had any (i) material weaknesses in their internal controls over financial
reporting (whether or not remediated) or (ii) changes in its internal controls over financial reporting that has materially adversely
affected, or would be reasonably likely to materially adversely affect, its internal controls over financial reporting. The Company
has not had during the past five years, any fraud that involves any current member of management of the Company and no material
fraud that involves any employee of the Company or (so far as the Company is aware) of any subsidiary.
(v) None of the Company or, to the knowledge
of the Company, any director, officer, agent, employee or affiliate of the Company is currently subject to any sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any similar sanctions
imposed by the European Union, the United Nations or any other body, governmental or other, to which the Company or any of its
affiliates is subject; and the Securities are not being issued for the purpose of funding any operations in, financing any investment
or activities in or making any payments to any country or to any person in contravention of prevailing U.S. sanctions administered
by OFAC.
(w) Except as disclosed in the Disclosure
Package and the Prospectus, neither the Company nor any of its subsidiaries or, to the knowledge of the Company and each of its
subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any
of its subsidiaries, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder (the “FCPA”)
(including, without limitation, making use of the mail or any means or instrument of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or
any foreign political office, in contravention of the FCPA), the U.K. Bribery Act 2010 or any similar law or regulation, to which
the Company, any subsidiary thereof, any director, officer, agent, employee of the Company or any subsidiary thereof may be subject.
The Company and each subsidiary thereof have conducted their businesses in compliance with the FCPA, the U.K. Bribery Act 2010
and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which
are reasonably expected to continue to ensure, continued compliance therewith.
(x) The operations of the Company and
its subsidiaries are and have been conducted at all times in material compliance with the money laundering statutes of all jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator involving the Company and its subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company or its subsidiaries, threatened.
3. Upon the execution of the Pricing
Agreement applicable to any Securities and authorization by the Representatives of the release of such Securities, the Underwriters,
acting
severally, propose to offer such Securities for sale upon the
terms and conditions set forth in the Prospectus (as amended or supplemented).
4. The Securities to be purchased by
each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least forty-eight
hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account
of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the purchase
price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance with the Pricing
Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time
of Delivery” for such Securities.
5. The Company agrees with each of the
Underwriters of any Securities that:
(a) The Company will notify the Representatives
promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration Statement,
the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus, if
any, Disclosure Package, the Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission
of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or any request by the
Commission for the amending or supplementing of the Registration Statement, the Prospectus, the Disclosure Package or any Free
Writing Prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop
order or notice of objection is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If at any time prior to the Time
of Delivery, any event occurs as a result of which the Disclosure Package would then include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the Company will (i) promptly notify the Representatives so that any use of the Disclosure
Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement
or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply any such amendment or supplement to the
Underwriters in such quantities as they may reasonably request.
(c) The Company will, for so long as
the delivery of a prospectus is required in connection with the offering or sale of the Securities (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly all reports
required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will give
the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement
to the Disclosure Package or the Prospectus (including any prospectus
which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the
Prospectus, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations)
and, if and to the extent reasonably practicable, will furnish the Representatives with copies of any such amendment or supplement
a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement
or use any such prospectus without prior consultation with the Representatives, if such prior consultation is reasonably practicable.
(d) The Company will prepare Term Sheets,
containing solely a description of the final terms of the Securities and the offering thereof, in a form approved by the Representatives
and will file each Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The Company will prepare the Prospectus
in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations not later than the time
required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing Agreement relating to the
Securities.
(f) If required by Rule 430B(h) of the
1933 Act Regulations, the Company will prepare a prospectus and file such prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than may be required by such Rule.
(g) The Company will deliver to each
Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment thereto (including exhibits
and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(h) The Company will furnish the Underwriters
with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing Prospectus (including, in each case,
any supplement thereto) in such quantities as the Representatives may from time to time reasonably request, and will use all reasonable
efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York time) on the second business day prior
to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering and sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered
(or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall
be necessary during such period to amend or supplement the Prospectus in order to comply with the 1933 Act, notify the Underwriters
and upon the Representatives’ request prepare and furnish without charge to each Underwriter as many copies as the Representatives
may from time to time reasonably request of an amended Prospectus or supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required to deliver a Prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the
1933 Act) in connection with sales of the Securities (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any time
nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) The Company agrees that, unless
it has obtained or will obtain (as the case may be) the prior written consent of the Representatives, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case may be) the prior written consent
of the Company, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus
required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933 Act Regulations,
other than the information contained in the Term Sheets; provided, however, that the prior written consent of the parties
hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex II hereto. Any such
free writing prospectus consented to by the parties is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(j) The Company will endeavor, in cooperation
with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and
other jurisdictions of the United States as the Representatives may request; provided, however, that the Company shall not
be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The Company will make generally
available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date
of the Registration Statement, an earnings statement of the Company and its subsidiaries on a consolidated basis (which need not
be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including, at the option of
the Company, Rule 158 of the 1933 Act Regulations).
(l) During the period beginning from
the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery, the Company will not
offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States, any securities of the
Company which mature more than one year after such Time of Delivery and which are substantially similar to such Securities (other
than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial paper issued in the ordinary
course of business), except as otherwise may be provided in this Agreement, without the prior written consent of the Representatives,
which consent shall not be unreasonably withheld.
(m) The Company will cooperate with
the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities
of The
Depository Trust Company (“DTC”), Euroclear
Bank SA/NV, or Clearstream Banking, société anonyme, as the case may be.
(n) Unless the Pricing Agreement provides
otherwise, prior to the first payment date under the terms of the Securities, the Securities will be listed on a “recognised
stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable, application will be made to
list the Securities on such recognised stock exchange.
(o) The Company will apply the net proceeds
from the sale of the Securities as set forth in the Prospectus.
(p) Prior to the issuance of the Securities,
the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications and decrees of any
court or governmental agency or body of the United States and the United Kingdom necessary or required for the valid issuance of
the Securities and to permit the Company to make interest payments on the Securities in U.S. dollars.
6. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture and the Securities, including
(i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, any Issuer Free Writing
Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto) and the cost of furnishing
copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement, the Indenture and the
blue sky survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the Securities
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the
Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case
may be, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s counsel and accountants;
(v) the qualification of the Securities under the applicable securities laws in accordance with the provisions of Section 5(j)
hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith in an aggregate
amount not in excess of $5,000 with respect to a particular issue of the Securities and in connection with the preparation of any
blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue sky survey, if any;
(vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and listing fees in connection
with the listing of the Securities, if any, on a stock exchange and the clearance and settlement of the Securities through the
facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case may be; (ix)
any fees charged by securities rating services for rating the Securities; (x) the fees and expenses incurred in connection with
the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any fees
associated with a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve tax or similar tax or
duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or on behalf of, the Company
of the Securities, the initial delivery of the Securities, the deposit of the Securities with a custodian for DTC, Euroclear Bank
SA/NV or Clearstream Banking, société anonyme, as the case may be, the purchase by the Underwriters of the
Securities pursuant to this Agreement, the sale and delivery of the Securities by the Underwriters to the initial purchasers
thereof, and the execution and delivery of this Agreement, the
Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee and any authorized agent of the Trustee, and the
reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; and (xiv) any
value added taxes payable in the United Kingdom in respect of any of the above expenses; provided that the Company shall have no
liability under this Agreement for any amounts in respect of tax incurred by any of the Underwriters on its actual net income,
profits or gains or on any value added tax or similar tax imposed which is recoverable by the Underwriter.
[If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix) hereof, the Company shall reimburse
the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters,
unless otherwise agreed by the parties.]
7. The obligations of the Underwriters
of any Securities under the Pricing Agreement relating to such Securities shall be subject, in the discretion of the Representatives,
to the condition that all representations and warranties of the Company in or incorporated by reference in the Pricing Agreement
relating to such Securities are, at and as of the Time of Delivery for such Securities, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Registration Statement
is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act
should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the
1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other
material required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to
the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time of Delivery
the Company shall have provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending
or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission;
and all requests for additional information on the part of the Commission have been complied with.
(b) At the Time of Delivery,
the Representatives shall have received:
(i) The opinion and disclosure
letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for the Company, with respect
to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The opinion, dated as of
the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company, with respect to the matters set forth in
Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The opinion, dated as of
the Time of Delivery, of Linklaters LLP, English solicitors to the Company, with respect to the matters set forth in Annex V hereto
in form and substance reasonably satisfactory to the Representatives.
(iv) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The independent accountants
of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference
in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent Accountants”) shall
have furnished to the Representatives a letter, delivered at a time prior to the execution of the Pricing Agreement and dated the
date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort letters” and otherwise
in form and substance satisfactory to the Representatives.
(d) The Independent Accountants
shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that it reaffirms the statements
made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off” date referred to therein
shall be a date not more than three business days prior to the Time of Delivery.
(e) If required pursuant to
the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange specified therein.
(f) At the Time of Delivery
(1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which information is
given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated therein,
any material adverse change in the condition, financial or otherwise, or in the results of operations of the Company and its subsidiaries
considered as one enterprise, and (2) the Representatives shall have received a certificate of the Company executed on its behalf
by an officer of the Company, dated as of the Time of Delivery, to the effect that (i) the representations and warranties in Section
2 hereof are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii) the Company
has complied in all material respects with all agreements hereunder and satisfied in all material respects all conditions on its
part to be performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness
of the Registration Statement has been issued and, to the knowledge of the Company, no proceedings for that purpose have been initiated
or threatened by the Commission.
(g) The Company shall have
furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of the Company, stating that
to the best knowledge and belief of the two authorized officers signing such certificate after reasonable inquiry, the issue and
sale of the Securities in the manner contemplated in the Disclosure Package and Prospectus do not and will not result in a breach,
default or acceleration of any payment or amount under any contract, agreement or undertaking to which the Company or any of its
subsidiaries is a party (or by which any such entity is bound), which breach, default or acceleration would have a material adverse
effect on the Company and its subsidiaries taken as a whole.
(h) There shall not have occurred
any lowering of the rating of any of the Company’s securities by Moody’s Investors Service, Inc., Standard & Poor’s
Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(i) If an affiliate (as defined
in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall not have raised any objection
with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section
7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement
may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Delivery.
8. (a) The Company agrees to indemnify
and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees, and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part
of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary
Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment
or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based
upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the written consent of the Company; and
(iii) against any and all expense
whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by
the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary
Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment
or supplement thereto).
(b) Each Underwriter severally
and not jointly agrees to indemnify and hold harmless each of the Company, its directors, each of the officers of the Company who
signed the Registration Statement, the Company’s authorized representative in the United States and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus,
any related preliminary prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), or the Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any indemnifying party
may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in
the case of parties indemnified pursuant to Section 8(b) above,
counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in
the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of
the indemnified party) also be counsel to the indemnified party. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending
or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(e) If the indemnification
provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which
such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear
to the total underwriting discounts, concessions and commissions received by such Underwriters. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection
(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The obligations of the Underwriters of Securities in this subsection (e) to contribute are several in proportion to their respective
underwriting obligations with respect to such Securities and not joint.
(f) The obligations of the
Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If one or more of the Underwriters
shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated to purchase under this Agreement
and the Pricing Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36
hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase,
or procure purchasers for, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; provided, however, that if the Representatives shall not have completed such arrangements within such
36-hour period, then:
(a) if the number of Defaulted
Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the Time of Delivery, the
non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted
Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers for at the Time
of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to this Section
9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does
not result in a termination of the relevant Pricing Agreement, either the Representatives or the Company shall have the right to
postpone
the Time of Delivery for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.
10. All representations, warranties and
agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any
Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters
pursuant to this Agreement.
11. (a) The Representatives may terminate
this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since
the date of the Pricing Agreement or the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, except as otherwise set forth or contemplated therein, any material adverse change in the condition,
financial or otherwise, or in the results of operations, of the Company and its subsidiaries considered as one enterprise, or (ii)
if there has occurred any outbreak or escalation of hostilities involving the United States or the United Kingdom or the declaration
by the United States or the United Kingdom of a national emergency or war, or (iii) the occurrence of another calamity or crisis
or any change in financial, political or economic conditions or currency exchange rates or controls in the United States, the United
Kingdom or elsewhere, if the effect of any such event specified in clauses (ii) and (iii) in the judgment of the Representatives
(after consultation with the Company if practicable) makes it impracticable or inadvisable to market the Securities or enforce
contracts for the sale of the Securities in the manner contemplated in the Prospectus, or (iv) if there has occurred a suspension
or material limitation in trading in securities generally on the New York Stock Exchange, London Stock Exchange or any other stock
exchange on which the Company’s securities are listed, or (v) if there has occurred a suspension or material limitation in
trading the Company’s securities on the New York Stock Exchange or the London Stock Exchange, or (vi) if there has occurred
a material adverse change in the financial markets in the United States or in the international financial markets in the judgment
of the Representatives after consultation with the Company, or (vii) if a banking moratorium on commercial banking activities has
been declared by the relevant authorities in New York or London, or a material disruption in commercial banking or securities settlement
or clearance services in the United States or the United Kingdom has occurred, or (viii) if there has occurred a change or development
involving a prospective change in the United States or the United Kingdom taxation which has, or will have, a material adverse
effect on the Company or the Securities or the transfer thereof, or (ix) if there is any lowering of the rating of any of the Company’s
debt securities, preference shares, American depositary shares representing preference shares or American depositary receipts evidencing
American depositary shares representing preference shares, or a public announcement that such rating is under surveillance or review,
with possible negative implications, in each case, by Moody’s Investors Service, Inc., Standard and Poor’s Rating Services,
a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(b) If this Agreement is terminated pursuant
to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other party except as provided in
Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and 14 shall remain in
effect.
12. In all dealings hereunder, the Representatives
of the Underwriters of the Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Company Secretary;
provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex
or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement and any Pricing Agreement
shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers,
directors and authorized representative of the Company referred to in Section 8 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing Agreement or any provision herein
or therein contained. This Agreement and any Pricing Agreement and all conditions and provisions hereof and thereof are intended
to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling
persons and officers, directors and authorized representative of the Company and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.
14. (a) The Company irrevocably consents
and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Agreement or the Pricing Agreement may be brought in
the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City
of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam,
generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets
and revenues.
(b) The Company hereby irrevocably designates,
appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas,
34th Floor, New York, NY 10036, as its designee, appointee and agent to take process, receive and forward process or
to be served with process for and on its behalf of any and all legal process, summons, notices and documents which may be served
in any such action, suit or proceeding brought in any such United States or State court which may be made on such
designee, appointee and agent in accordance with legal procedures
prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as
such, the Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes
of this Section 14 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service
of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding
by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment
of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing
copies thereof by registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses
specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and
agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter
to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions, and in any manner, as
may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Agreement or the Pricing Agreement brought in the United States federal courts or the
courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
15. Each Underwriter severally represents
and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances
in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions
of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom.
16. In relation to each Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”),
each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive
is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will
not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation
to the Securities which has been approved by the competent authority in that Relevant Member State or where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of
Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; (b) to fewer
than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural
or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the Underwriters; or (c) in any other circumstances falling under Article 3(2) of the
Prospectus Directive, provided that no such offer of Securities requires the Company or any Underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 16 of this Agreement, the expression “an
offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable
an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive
means Directive 2010/73/EU.
17. The Company hereby acknowledges that
(a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any Underwriter
may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c)
the Company’s engagement of the Underwriters in connection with the offering and the
process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees
that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the
Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not
claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto.
18. Time shall be of the essence of each
Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington,
D.C. is open for business.
19. This Agreement and each Pricing
Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict
of laws provisions thereof. Specified times of day refer to New York City time.
20. This Agreement may be executed in
one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute
one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters,
each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement
may
be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Company to such Underwriter under this Agreement,
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 Company or another person (and the issue to or
conferral on such Underwriter of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability;
and/or
(iv) the amendment or alteration of 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
Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
“Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the
UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in Powers” means
any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in under the applicable Bail-in Legislation may be
exercised.
“Relevant Resolution Authority”
means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Company.
“Write-down and Conversion Powers”
means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right
had been exercised under it or to suspend any obligation in respect of that liability.
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If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof.
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Very truly yours, |
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LLOYDS BANKING GROUP plc |
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By: |
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Name: |
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Title: |
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Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
ANNEX I
Pricing Agreement
[Names of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________ __, ____
Ladies and Gentlemen:
Lloyds Banking Group plc, a public limited
company incorporated under the laws of Scotland, and registered in, Scotland (the “Company”), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting
Agreement”), between the Company and the several Underwriters signatories thereto, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified
in Schedule II hereto (the “Securities”). Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined),
as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure
Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Securities which are the subject
of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement
are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant
to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement,
or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set
forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company
agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, or to procure purchasers to purchase from the Company, at the Purchase Price at
the Time of Delivery (each as
defined in Schedule II hereto), the principal amount of Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, |
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LLOYDS BANKING GROUP plc |
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By: |
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Name: |
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Title: |
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Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
SCHEDULE I
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Principal Amount of
Securities to be Purchased |
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| [Names of Representatives] |
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[ ] |
| [Names of other Underwriters] |
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[ ] |
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Total: |
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SCHEDULE II
Capitalized terms used herein, unless
otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Securities:
[ ]% [Subordinated Debt Securities] due
[ ]
Aggregate Principal
Amount:
$[ ] principal amount of the Securities
Price to Public:
[ ]% of the principal amount of the Securities
Purchase Price by
Underwriters:
[ ]% of the principal amount of the Securities
Underwriting Commission:
[ ]%
Form of Securities:
Book-entry only form represented
by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société
anonyme, as the case may be.
Specified Funds
for Payment of Purchase Price:
Wire transfer of immediately available funds
Time of Delivery:
[ ] [a.m./p.m.] (New York time), ________
__, ____
Applicable Time:
[ ] [a.m./p.m.] (New York time), ________
__, ____
Indenture:
Indenture dated as of [ ] between
the Company and The Bank of New York Mellon, as Trustee.
Maturity:
________ __, ____
Interest Rate:
[ ]%
Interest Payment
Dates:
Interest will be paid on the Securities
on ________ ___ and ________ ___ of each year, commencing __________ __, ____.
Interest Record
Dates:
Interest will be paid on the Securities
to holders of record of each Security in respect of the principal amount thereof outstanding as at [·]
and [·] of each year immediately preceding the Interest Payment Dates on [·]
and [·], respectively.
Redemption Provisions:
The Securities may be redeemed as described
in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing Location
for Delivery of Securities:
Offices of Davis Polk & Wardwell
London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names and Addresses
of Representatives:
Designated Representatives:
Addresses for Notices:
[Add Ratings and CUSIP/ISIN:
[·] [·]]
Stock Exchange Listing:
The [New York Stock Exchange]
Other Terms:
The Securities will have additional
terms as more fully described in the Disclosure Package and the Prospectus.
The issuer has filed a registration statement
(including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you request it by calling [Representative] at toll free [·].
ANNEX II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO BE PROVIDED]
FORM OF DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO BE PROVIDED]
ANNEX IV
FORM OF OPINION OF
CMS Cameron McKenna LLP, SCOTTISH COUNSEL
TO THE COMPANY
[TO BE PROVIDED]
ANNEX V
FORM OF OPINION OF LINKLATERS LLP
ENGLISH COUNSEL TO THE COMPANY
[TO BE PROVIDED]
ANNEX VI
FORM OF OPINION OF Allen & Overy LLP,
COUNSEL FOR THE UNDERWRITERS
[TO BE PROVIDED]
FORM OF DISCLOSURE LETTER OF
Allen & Overy
LLP
COUNSEL FOR THE UNDERWRITERS
[TO BE PROVIDED]
Exhibit
1.3
LLOYDS
BANKING GROUP PLC
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
PREFERENCE
SHARES
UNDERWRITING AGREEMENT
DATED: [
]
LLOYDS BANKING
GROUP plc
Form
of Underwriting Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several
Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
[ ]
American Depositary Shares, Series [ ] Representing
[ ]
Non-Cumulative Preference Shares, Series [ ] (Nominal Value $0.25 each)
__________
__, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time
to time Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”),
proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting
the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers
procured by them, certain of the Company’s American depositary shares representing non-cumulative preference shares as specified
in Schedule II to such Pricing Agreement. It is contemplated hereby that a Pricing Agreement will be entered into on the date
hereof with respect to [Number of shares] authorized but unissued Non-cumulative preference shares, Series [·]
in the capital of the Company, having a nominal value of $0.25 each (the “Preference Shares”), to be represented
by [Number of shares] American Depositary Shares, Series [·] (the “ADSs”).
As used herein, the “Securities” means the ADSs together with the Preference Shares. [In accordance with the
Nominee Agreement dated [·], 2007 between the Company and [Nominee] (as amended
and/or supplemented from time to time),] the Preference Shares are to be issued to [Nominee] in fully registered form, and then
subsequently in the form of share warrants to bearer. [Nominee] will deposit the Preference Shares with The Bank of New York Mellon,
as depositary (the “ADS Depositary”), in bearer form, on behalf of the Company pursuant to a deposit agreement
dated as of June 29, 2007 (the “ADS Deposit Agreement”) among the Company, the ADS Depositary and the owners
and beneficial owners from time to time of the ADSs issued thereunder. The ADSs will be evicenced by American Depositary Receipts
(the “ADRs”).
The terms
of, and rights attached to, any particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto.
The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the
date
of the execution and delivery
of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement.
1. Particular
sales of the Securities may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them,
for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto
will act as representatives (the “Representatives”). The term “Representatives” also refers
to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Agreement shall not be construed as an obligation of the Company to sell
any of the Securities or as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The
obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase, or
procure purchasers for, any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of such Securities, any option to purchase additional
Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the
names of the Underwriters of such Securities, the names of the Representatives of such Underwriters and the principal amount of
such Securities to be purchased by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date,
time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus
with respect thereto) the terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts),
and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall
be several and not joint.
The Company
has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf
registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933
Act”) on Form F-3 (No. 333-·) and related preliminary prospectus for
the registration of, among other securities, certain debt securities of the Company, including the Securities, in accordance with
the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
In addition, the ADS Depositary has prepared and filed with the Commission a registration statement on Form F-6 (No. 333-143781)
and a related prospectus for the registration under the 1933 Act of the ADSs.
The registration
statement on Form F-3, as amended to the date on which it became effective prior to the date of this Agreement (including any
prospectus supplement relating to the Securities and any other information, if any, deemed to be part of such registration statement
pursuant to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all
documents, if any, incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement”
and the “Prospectus”, respectively, except that (i) if any revised prospectus or prospectus supplement
shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from
the Prospectus on file at the Commission at the time the Registration
Statement became effective (whether
or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations) the
term “Prospectus” shall refer to such revised prospectus or include such prospectus supplement, as the case
may be, from and after the time such revised prospectus or prospectus supplement is first provided to the Underwriters for such
use, and (ii) if the Company files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities Exchange Act of 1934,
as amended (the “1934 Act”), after the Registration Statement became effective and prior to the termination
of the offering of the Securities by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K,
are designated as being incorporated by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the
term “Prospectus” shall refer to said prospectus as modified to include the documents so filed from and after
the time said documents are filed with or furnished to the Commission. The term “Preliminary Prospectus” means
any preliminary form of the Prospectus (including any preliminary prospectus supplement) which is used prior to the filing of
the Prospectus and first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations. The term “Free
Writing Prospectus” has the meaning set forth in Rule 405 of the 1933 Act Regulations. The term “Issuer Free
Writing Prospectus” means (i) any material that satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations
and (ii) any roadshow presentation, including any Bloomberg roadshow presentation. The term “Disclosure Package”
means (i) the Preliminary Prospectus, if any, and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified
in Annex II hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(d) of this Agreement (the “Term
Sheet”) and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package.
The registration
statement on Form F-6 for the registration of the ADSs evidenced by ADRs, in the form in which it became effective prior to the
date of this Agreement, and the prospectus included therein are hereinafter called the “ADS Registration Statement”
and the “ADS Prospectus”, respectively.
“Applicable
Time” means the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company
and the Representatives.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time,
and as of the Time of Delivery referred to in Section 4 hereof that:
(a) An
“automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act) on Form F-3 in respect of the
Securities (File No. 333-[·]) (i) has been prepared by the Company in conformity
with the requirements of the 1933 Act Regulations, (ii) has been filed with the Commission under the 1933 Act not earlier than
the date that is three years prior to the Time of Delivery (as defined in Section 4 hereof) and (iii) upon its filing with the
Commission, automatically became and is effective under the 1933 Act.
(b) The
Commission has not issued any order preventing or suspending the effectiveness of the Registration Statement or any part thereof
or preventing or suspending the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the 1933 Act
against the Company or related
to the offering has been, to the Company’s knowledge, instituted or threatened by the Commission. The Commission has not
issued any order directed to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or the
Prospectus, and, to the Company’s knowledge, no proceeding has been instituted or threatened by the Commission with respect
to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus. The Commission
has not notified the Company of any objection to the use of such Registration Statement or any post-effective amendment thereto.
(c) The
Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations)
and has not been, and continues not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations),
in each case at all times relevant under the 1933 Act in connection with the offering of the Securities.
(d) The
Registration Statement conformed on the date on which it became effective and conforms, and any amendment to the Registration
Statement filed after the date hereof will conform, in all material respects to the requirements of the 1933 Act and the 1933
Act Regulations. The most recent Preliminary Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement
thereto, will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations when they become
effective or are filed with the Commission. The documents incorporated by reference in the Registration Statement, the Disclosure
Package, and the most recent Preliminary Prospectus, if any, or Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects, to the requirements of the 1933 Act, the 1934 Act or with
the Trust Indenture Act (as defined below), as applicable, and the 1933 Act Regulations, and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform, in all material respects to the requirements of the 1933 Act
or the 1934 Act, as applicable, and the 1933 Act Regulations; provided, however, that the representations and warranties
in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility (the
“Form T-1”) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
of the Trustee.
(e) The
Registration Statement did not, as of the date on which it became effective, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement
in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf
of any Underwriter specifically for inclusion therein.
(f) At
the time the ADS Registration Statement became effective, the ADS Registration Statement and the ADS Prospectus complied in all
material respects with the provisions of the 1933 Act and the 1933 Act Regulations and the ADS Registration Statement did not
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(g) Each
of (a) the Disclosure Package and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure
Package did not, as of either the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(h) The
Prospectus, and any amendment or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section
4), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein; provided, further that the representations and warranties in this subsection shall not apply to the Form T-1 of
the Trustee.
(i) The
audited consolidated financial statements (in conjunction with the notes thereto) of the Company included in the Disclosure Package
and Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiary undertakings
for the periods specified. The audited consolidated annual financial statements of the Company for the financial years ended December
31, 2015, 2014 and 2013, and the results of their operations and cash flows for each of the three years ended December 31, 2015,
2014 and 2013 were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board.
(j) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
except as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations of the Company and its subsidiaries considered as one enterprise.
(k) The
Company (A) has been duly incorporated in Scotland and is validly registered under the laws of Scotland; (B) has the requisite
corporate power and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate
power and authority to execute and deliver the ADS Deposit Agreement and to issue the Securities and, in each case, to perform
its obligations hereunder and thereunder; (C) has the corporate power and authority to conduct its business through its subsidiaries
as described in the Disclosure Package and the Prospectus; and (D) has duly authorized, executed and delivered this Agreement
and the Pricing Agreement and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the
Company enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable
law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to
or affecting creditors’ rights generally and to general equity principles.
(l) The
ADS Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution
and delivery by the ADS Depositary, constitutes a valid and legally binding obligation of the Company, enforceable in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights generally and to general equity principles.
(m) The
Series [·] Preference Shares are to be represented by the ADSs and when allotted,
issued and paid for in accordance with this Agreement and the Pricing Agreement, the Series [·]
Preference Shares (a) will be validly issued in accordance with the requirements of the Companies Act of 2006 of Great Britain
and will be fully paid and not subject to further call or contribution and (b) no holder thereof will be subject to any personal
liability to the Company or to creditors of the Company solely by reason of being such a holder.
(n) Each
of the Series [·] Preference Shares and the ADRs will conform in all material
respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(o) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the
United Kingdom having jurisdiction over the Company required for the consummation by the Company of the transactions contemplated
by this Agreement or the Pricing Agreement or to permit the Company to effect dividend payments in U.S. dollars on the Securities
have been obtained and are in full force and effect, except as may be required by U.S. state securities laws (the “Blue
Sky laws”).
(p) The
execution, delivery and performance of this Agreement, the Pricing Agreement and the allotment, the issuance, authentication,
sale and delivery of the Securities and the compliance by the Company with the respective terms thereof, and the consummation
of the transactions contemplated hereby and thereby, will not conflict with or result in a breach under any agreement or instrument
to which the Company is a party or by which the Company is bound that is material to the Company and its subsidiaries, taken as
a whole, nor will such action result in any violation of (1) the provisions of the Memorandum and Articles of Association of the
Company or (2) any statute or any order, filing, rule or regulation of any United States, English or Scottish court or governmental
agency or regulatory body having jurisdiction over the Company except for any such violation in (2) above that would not, individually
or in the aggregate, have a material adverse effect on the condition, financial or otherwise, or on the results of operations
or the business of the Company and its subsidiaries considered as one enterprise.
(q) The
Company is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described
in the Prospectus and the Disclosure Package, will not be, required to register as an “investment company,” as defined
in the Investment Company Act of 1940, as amended.
(r) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary,
which is required to be disclosed
in the Disclosure Package and Prospectus (other than as disclosed therein).
(s) The
consolidated capitalization of the Company and its subsidiaries set forth in the Disclosure Package and Prospectus is true and
correct as of the dates specified therein.
(t) PricewaterhouseCoopers
LLP (the “Independent Accountants”), who have certified the consolidated financial statements of the Company
and its subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference
in the Registration Statement, the Disclosure Package and the Prospectus, were at the time of certifying such financial statements,
independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
(u) The
Company has an effective system of internal controls over financial reporting so as to satisfy the requirements of section 404
of the U.S. Sarbanes Oxley Act of 2002 on the basis set forth in the Company’s most recent annual report filed on Form 20-F,
and to otherwise provide reasonable assurances that (i) transactions are executed in accordance with management’s general
or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS (as adopted by the European Union) and to maintain accountability for assets, (iii) access to assets is permitted only
in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(v) Save
as disclosed in the Disclosure Package, the Company has not during the past five years, had any (i) material weaknesses in their
internal controls over financial reporting (whether or not remediated) or (ii) changes in its internal controls over financial
reporting that has materially adversely affected, or would be reasonably likely to materially adversely affect, its internal controls
over financial reporting. The Company has not had during the past five years, any fraud that involves any current member of management
of the Company and no material fraud that involves any employee of the Company or (so far as the Company is aware) of any subsidiary.
(w) None
of the Company or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently
subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which
the Company or any of its affiliates is subject; and the Securities are not being issued for the purpose of funding any operations
in, financing any investment or activities in or making any payments to any country or to any person in contravention of prevailing
U.S. sanctions administered by OFAC.
(x) Except
as disclosed in the Disclosure Package and the Prospectus neither the Company nor any of its subsidiaries or, to the knowledge
of the Company and each of its subsidiaries, any director, officer, agent, employee or other person associated with or acting
on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that could result
in a violation by such persons of the U.S. Foreign Corrupt Practices
Act of 1977, as amended, or the
rules and regulations thereunder (the “FCPA”) (including, without limitation, making use of the mail or any
means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the
payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA), the U.K.
Bribery Act 2010 or any similar law or regulation, to which the Company, any subsidiary thereof, any director, officer, agent,
employee of the Company or any subsidiary thereof may be subject. The Company and each subsidiary thereof have conducted their
businesses in compliance with the FCPA, the U.K. Bribery Act 2010 and any applicable similar law or regulation and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
(y) The
operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company and its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company
and its subsidiaries, threatened.
3. Upon
the execution of the Pricing Agreement applicable to any Securities and authorization by the Representatives of the release of
such Securities, the Underwriters acting severally, propose to offer such Securities for sale upon the terms and conditions set
forth in the Prospectus (as amended or supplemented).
4. The
Securities to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement
relating thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request
upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives
for the account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters,
of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance
with the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such
other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Securities.
5. The
Company agrees with each of the Underwriters of any Securities that:
(a) The
Company will notify the Representatives promptly on becoming aware of (i) any request by the Commission for any amendment to the
Registration Statement or the ADS Registration Statement or any amendment or supplement to the Disclosure Package, Prospectus
or ADS Prospectus or for additional information relating to the Registration Statement, the ADS Registration Statement, the Disclosure
Package, the Prospectus or the offering of the Securities, and (ii) the issuance by the Commission of any stop order suspending
the effectiveness of the
Registration Statement or the
ADS Registration Statement or suspending or preventing the use of any Preliminary Prospectus, if any, Disclosure Package, the
Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission of any notice of objection
to the use of the Registration Statement or any post-effective amendment thereto or any request by the Commission for the amending
or supplementing of the Registration Statement, the Prospectus, the Disclosure Package or any Free Writing Prospectus. The Company
will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order or notice of objection
is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If
at any time prior to the Time of Delivery, any event occurs as a result of which the Disclosure Package would then include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the Company will (i) promptly notify the Representatives
so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure
Package to correct such statement or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply any
such amendment or supplement to the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations),
file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the 1934 Act and will give the Representatives notice of its intention to file any amendment to the Registration Statement or
any amendment to the ADS Registration Statement or any amendment or supplement to the Disclosure Package, the Prospectus or ADS
Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection with the offering of
the Securities which differs from the Prospectus, whether or not such revised prospectus is required to be filed pursuant to Rule
424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will furnish the Representatives with copies
of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and
will not file any such amendment or supplement or use any such prospectus without prior consultation with the Representatives,
if such prior consultation is reasonably practicable.
(d) The
Company will prepare the Term Sheet, containing solely a description of the final terms of the Securities and the offering thereof,
in a form approved by the Representatives and will file the Term Sheet not later than the time required by Rule 433(d) of the
1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933
Act Regulations not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery
of the Pricing Agreement relating to the Securities.
(f) If
required by Rule 430B(h) of the 1933 Act Regulations, the Company will prepare a prospectus and file such prospectus pursuant
to Rule 424(b) of the 1933 Act Regulations not later than may be required by such Rule.
(g) The
Company will deliver to each Representative a conformed copy of the Registration Statement and the ADS Registration Statement
in each case, as originally filed, and of each amendment thereto (including exhibits and documents filed therewith or incorporated
by reference, as the case may be, into the Registration Statement).
(h) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing
Prospectus (including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably
request, and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York
time) on the second business day prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering and sale of the Securities and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not
misleading, or, if for any reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply
with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to each
Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required
to deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales
of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933
Act Regulations) at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request
but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request
of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) The
Company agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Representatives,
and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case
may be) the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that
would constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company
under Rule 433 of the 1933 Act Regulations, other than the information contained in the Term Sheet; provided, however,
that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing
Prospectuses included in Annex II hereto. Any such free writing prospectus consented to by the parties is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as
the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will
comply, as the case may be, with
the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.
(j) The
Company will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as the Representatives may request; provided, however,
that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a
consolidated basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder
(including, at the option of the Company, Rule 158 of the 1933 Act Regulations).
(l) During
the period beginning from the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery,
the Company will not offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States,
any securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar
to such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial
paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement, without the prior written
consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The
Company will cooperate with the Underwriters and use its best efforts to permit the ADRs to be eligible for clearance and settlement
through the facilities of The Depository Trust Company (“DTC”).
(n) Prior
to the issuance of the Securities, the Company will have obtained all consents, approvals, authorizations, orders, registrations,
qualifications and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or
required for the valid issuance of the Securities and to permit the Company to make dividend payments on the Securities in U.S.
dollars.
6. The
Company will pay all expenses incident to the performance of its obligations under this Agreement, any Pricing Agreement and the
Securities, including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto,
the ADS Registration Statement, any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and
any amendments or supplements thereto) and the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any,
of this Agreement, the Pricing Agreement, the ADS Deposit Agreement, the ADRs and the blue sky survey; (iii) the printing or reproduction,
preparation, issuance and delivery of the certificates, if any, for the Securities to (or at the direction of) the Underwriters
or the ADS Depositary, including any transfer or other taxes or duties payable upon the delivery of the Series [·]
Preference Shares to the ADS Depositary, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of
the Company’s counsel and
accountants; (v) the qualification of the Securities under the applicable securities laws in accordance with the provisions of
Section 5(j) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith
in an aggregate amount not in excess of $5,000 with respect to a particular issue of the Securities and in connection with the
preparation of any blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue
sky survey, if any; (vii) any costs, fees and charges of the ADS Depositary in connection with the issuance and delivery of Series
[·] Preference Shares to the ADS Depositary and ADSs to the registered holders
thereof and all other costs, fees and charges of the ADS Depositary and any agent or registrar; (viii) all expenses and listing
fees in connection with the listing of the Securities, if any, and the clearance and settlement of the Securities through the
facilities of DTC; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses incurred
in connection with the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”),
if any; (xi) any fees associated with a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve
tax or similar tax or duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or
on behalf of, the Company of the Securities, the initial delivery of the Securities, the deposit of Series [·]
Preference Shares under the ADS Deposit Agreement by the Company, the purchase by the Underwriters of the Securities pursuant
to this Agreement, the sale and delivery of the Securities by the Underwriters to the initial purchasers thereof, and the execution
and delivery of this Agreement, the Pricing Agreement and the ADS Deposit Agreement; and (xiii) any value added taxes payable
in the United Kingdom in respect of any of the above expenses; provided that the Company shall have no liability under this Agreement
for any amounts in respect of tax incurred by any of the Underwriters on its actual net income, profits or gains or on any value
added tax or similar tax imposed which is recoverable by the Underwriter.
[If this
Agreement is terminated by the Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix)
hereof, the Company shall reimburse the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters, unless otherwise agreed by the parties.]
7. The
obligations of the Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in
the discretion of the Representatives, to the condition that all representations and warranties of the Company in or incorporated
by reference in the Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for such Securities,
true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed,
and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice
of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the 1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the
time period prescribed
by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other material required to be filed by the Company pursuant
to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to the Commission for filing pursuant to Rule 433(d) of
the 1933 Act Regulations; and, in each case, prior to the Time of Delivery the Company shall have provided evidence satisfactory
to the Representatives of such timely filing; and no stop order suspending or preventing the use of the Prospectus or any Issuer
Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information
on the part of the Commission have been complied with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for
the Company, with respect to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company, with respect to the
matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion, dated as of the Time of Delivery, of Linklaters LLP, English solicitors to the Company, with respect to the matters set
forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The
opinion, dated as of the Time of Delivery, of Emmet, Marvin & Martin, LLP, counsel to the ADS Depositary with respect to the
matters set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(v) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters,
with respect to the matters set forth in Annex VII hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent
Accountants”) shall have furnished to the Representatives a letter, delivered at a time prior to the execution of the
Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort
letters” and otherwise in form and substance satisfactory to the Representatives.
(d) The
Independent Accountants shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that
it reaffirms the statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off”
date
referred to therein
shall be a date not more than three business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange
specified therein.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results of operations
of the Company and its subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate
of the Company executed on its behalf by an officer of the Company, dated as of the Time of Delivery, to the effect that (i) the
representations and warranties in Section 2 hereof are true and correct in all material respects as though expressly made at and
as of the Time of Delivery; (ii) the Company has complied in all material respects with all agreements hereunder and satisfied
in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Time of Delivery;
and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge of the
Company, no proceedings for that purpose have been initiated or threatened by the Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of the
Company, stating that to the best knowledge and belief of the two authorized officers signing such certificate after reasonable
inquiry, the issue and sale of the Securities in the manner contemplated in the Disclosure Package and Prospectus do not and will
not result in a breach, default or acceleration of any payment or amount under any contract, agreement or undertaking to which
the Company or any of its subsidiaries is a party (or by which any such entity is bound), which breach, default or acceleration
would have a material adverse effect on the Company and its subsidiaries taken as a whole.
(h) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall
not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition
specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the
Underwriters, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the
Time of Delivery.
8. (a) The
Company agrees to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers
and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, the ADS
Registration Statement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus, the Preliminary Prospectus, the Term Sheet, any Issuer Free Writing Prospectus or the ADS Prospectus
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements
of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
clause (i) or (ii) above;
provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), the ADS Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if
any, the Term Sheet, any Issuer Free Writing Prospectus or the ADS Prospectus.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, its directors, each of the officers
of the Company who signed the Registration Statement, the Company’s authorized representative in the United States and each
person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), the
Prospectus, any related
preliminary prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment
thereto), or the Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above,
counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to
Section 8(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the indemnified party. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering
of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall, if permitted by applicable law, contribute to
such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters
of the Securities on
the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on
the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such
offering (before deducting expenses) received by the Company bear to the total underwriting discounts, concessions and commissions
received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e)
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of the Underwriters of Securities in this subsection (e) to contribute are
several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated
to purchase under this Agreement and the Pricing Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or
any other underwriters, to purchase, or procure purchasers for, all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth;
provided, however, that if the
Representatives shall not have completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the
Time of Delivery, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations
of all non-defaulting Underwriters; or
(b) if
the number of Defaulted Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers
for at the Time of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of
any non-defaulting Underwriter.
No action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event
of any such default which does not result in a termination of the relevant Pricing Agreement, either the Representatives or the
Company shall have the right to postpone the Time of Delivery for a period not exceeding seven days in order to effect any required
changes in the Registration Statement, the ADS Registration Statement or Prospectus or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery
of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The
Representatives may terminate this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery
(i) if there has been, since the date of the Pricing Agreement or the respective dates as of which information is given in the
Registration Statement, the ADS Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results of operations,
of the Company and its subsidiaries considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of
hostilities involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of
a national emergency or war, or (iii) the occurrence of another calamity or crisis or any change in financial, political or economic
conditions or currency exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any
such event specified in clauses (ii) and (iii) in the judgment of the Representatives (after consultation with the Company if
practicable) makes it impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities
in the manner contemplated in the Prospectus, or (iv) if there has occurred a suspension or material limitation in trading in
securities generally on the New York Stock Exchange, London Stock Exchange or any other
stock exchange on which the Company’s
securities are listed, or (v) if there has occurred a suspension or material limitation in trading the Company’s securities
on the New York Stock Exchange or the London Stock Exchange, or (vi) if there has occurred a material adverse change in the financial
markets in the United States or in the international financial markets in the judgment of the Representatives after consultation
with the Company, or (vii) if a banking moratorium on commercial banking activities has been declared by the relevant authorities
in New York or London, or a material disruption in commercial banking or securities settlement or clearance services in the United
States or the United Kingdom has occurred, or (viii) if there has occurred a change or development involving a prospective change
in the United States or the United Kingdom taxation which has, or will have, a material adverse effect on the Company or the Securities
or the transfer thereof, or (ix) if there is any lowering of the rating of any of the Company’s debt securities, preference
shares, ADSs or ADRs, or a public announcement that such rating is under surveillance or review, with possible negative implications,
in each case, by Moody’s Investors Service, Inc., Standard and Poor’s Rating Services, a division of the McGraw-Hill
Companies, Inc., or Fitch Ratings, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party
to any other party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of
Sections 6, 8, 10 and 14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Securities shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose
in the Pricing Agreement.
All statements,
requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company
shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration
Statement, Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof
shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’
Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and
their respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors
and the controlling persons and officers, directors and authorized representative of the Company referred to in Section 8 and
their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or
any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole
and exclusive benefit of the
Underwriters and the Company and their respective successors, and said controlling persons and officers, directors and authorized
representative of the Company and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) The
Company irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against
it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the
Pricing Agreement may be brought in the courts of the State of New York or the courts of the United States of America located
in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto),
currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee and agent to take
process, receive and forward process or to be served with process for and on its behalf of any and all legal process, summons,
notices and documents which may be served in any such action, suit or proceeding brought in any such United States or State court
which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for
any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate
a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory
to the Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof
upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall
for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by
registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses specified in or
designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any
notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any
action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve
any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions, and in any manner, as
may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Agreement or the Pricing Agreement brought in the United States federal courts or the
courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale
of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and
will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect
to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
16. In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”),
it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication
of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State
or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified investor
as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision
of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Underwriters; or (c) in
any other circumstances falling under Article 3(2) of the Prospectus Directive, provided that no such offer of Securities requires
the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of
this Section 16 of this Agreement, the expression “an offer of Securities to the public” in relation to any Securities
in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member
State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
17. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this
Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate
through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or
fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process
leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it
is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters
has advised or is currently advising the
Company on related or other matters).
The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe
an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
18. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
19. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without
reference to conflict of laws provisions thereof. Specified times of day refer to New York City time.
20. This
Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts
taken together shall constitute one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters,
each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of
Bail-In Powers by the Relevant Resolution Authority, and 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 the Company
to such Underwriter under this Agreement, 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 Company or another
person (and the issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and/or
(iv) the
amendment or alteration of 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 Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from
time to time in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the Company.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
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If the foregoing
is in accordance with your understanding, please sign and return to us,
including counterparts.
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LLOYDS BANKING GROUP plc |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
ANNEX I
Pricing
Agreement
[Names
of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto]
___________
__, ____
Ladies and
Gentlemen:
Lloyds Banking
Group plc, a public limited company incorporated under the laws of Scotland, and registered in, Scotland (the “Company”),
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting
Agreement”), between the Company and the several Underwriters signatories thereto, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified
in Schedule II hereto (the “Securities”). Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined),
as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure
Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Securities which are the subject
of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities
pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are
set forth at the end of Schedule II hereto.
An amendment
to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to
the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and
each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase
from the Company, at the Purchase Price at the Time of Delivery (each as
defined in Schedule II hereto),
the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing
is in accordance with your understanding, please sign and return to us,
including counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form
of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
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Very truly yours, |
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LLOYDS BANKING GROUP plc |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
SCHEDULE
I
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Principal Amount of
Securities to be Purchased |
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| [Names of other Underwriters] |
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Total: |
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SCHEDULE
II
Capitalized
terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title
of Securities:
Non-cumulative
Preference Shares, Series [·], to be represented by American Depositary Shares,
Series [·], to be evidenced by American Depositary Receipts, with one American
Depositary Share representing one Non-cumulative Preference Share
Number
of Shares:
[·]
Aggregate
Principal Amount:
$[ ] principal
amount of the Securities
Price
to Public:
[·]
Purchase
Price by Underwriters:
[·]
Underwriting
Commission:
[ ]%
Form
of Securities:
American
Depositary Receipts evidencing American Depositary Shares, Series [·] representing
Non-cumulative Preference Shares, Series [·], to be made available for checking
and packaging at least twenty-four hours prior to the Time of Delivery at the office of the Representatives.
Specified
Funds for Payment of Purchase Price:
Wire transfer
of immediately available funds
Time
of Delivery:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Applicable
Time:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Redemption
Provisions:
The Securities
may be redeemed as described in the Prospectus.
Initial
Dividend Payment Date:
[·]
Dividends:
[$[·]
annually per Series [·] Preference Share, payable quarterly on each March 31,
June 30, September 30 and December 31.]
Votes
Per Preference Share:
One in certain
circumstances only
Closing
Location for Delivery of Securities:
Offices
of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names
and Addresses of Representatives:
Designated
Representatives:
Addresses
for Notices:
Stock
Exchange Listing:
The [New
York Stock Exchange]
Other
Terms:
The
Securities will have additional terms as more fully described in the Disclosure Package and the Prospectus.
The issuer
has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by calling [Representative] at
toll free [·].
ANNEX
II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM
OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
FORM OF
DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO BE
PROVIDED]
ANNEX
IV
FORM
OF OPINION OF
CMS CAMERON MCKENNA LLP, SCOTTISH COUNSEL
TO THE COMPANY
[TO BE
PROVIDED]
ANNEX
V
FORM
OF OPINION OF LINKLATERS LLP
ENGLISH COUNSEL TO THE COMPANY
[TO BE
PROVIDED]
ANNEX
VI
FORM
OF OPINION OF EMMETT, MARVIN & MARTIN LLP,
COUNSEL TO THE ADS DEPOSITARY
[TO BE
PROVIDED]
ANNEX
VII
FORM
OF OPINION AND DISCLOSURE LETTER OF
Allen & Overy LLP,
COUNSEL FOR THE UNDERWRITERS
[TO BE
PROVIDED]
Exhibit
1.4
LLOYDS
BANK PLC, as ISSUER
(a public limited company incorporated under the laws of
England and registered in England)
and
LLOYDS BANKING GROUP PLC, as GUARANTOR
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SENIOR DEBT
UNDERWRITING AGREEMENT
DATED: [
]
LLOYDS
BANK plc
LLOYDS
BANKING GROUP plc
Form
of Underwriting Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several
Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$[ ] [
]% Senior Debt Securities due ________
__________
__, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time
to time Lloyds Bank plc, a public limited company incorporated and registered in England, United Kingdom (the “Company”),
and Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”)
proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting
the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers
procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect
to such Pricing Agreement, the “Securities”).
The terms
of, and rights attached to, any particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto
and in or pursuant to a senior debt securities indenture (the “Indenture”) between the Company, the Guarantor
and The Bank of New York Mellon, as trustee (“Trustee”). The offering of the Securities will be governed by
this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing
Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Securities will be entitled to the benefit
of a full and unconditional guarantee (the “Guarantee”) by the Guarantor as set forth in the Indenture, as
delivered below, pursuant to which the Guarantor will guarantee the obligations of the Company under the Securities.
1. Particular
sales of the Securities may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them,
for whom the firms
designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting
as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as
its or their representatives. This Agreement shall not be construed as an obligation of the Company or the Guarantor to sell any
of the Securities or as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation
of the Company and the Guarantor to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase,
or procure purchasers for, any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of such Securities, any option to purchase additional
Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the
names of the Underwriters of such Securities, the names of the Representatives of such Underwriters and the principal amount of
such Securities to be purchased by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date,
time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus
with respect thereto) the terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts),
and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall
be several and not joint.
The Company
and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) an
“automatic shelf registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended
(the “1933 Act”) on Form F-3 (No. 333-[ ]), and related preliminary prospectus for the registration of, among
other securities, certain debt securities of the Company, including the Securities, in accordance with the provisions of the 1933
Act, and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration
statement on Form F-3, as amended to the date on which it became effective prior to the date of this Agreement (including any
prospectus supplement relating to the Securities and any other information, if any, deemed to be part of such registration statement
pursuant to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all
documents, if any, incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement”
and the “Prospectus”, respectively, except that (i) if any revised prospectus or prospectus supplement
shall be provided to the Underwriters by the Company and the Guarantor for use in connection with the offering of the Securities
which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or
not such revised prospectus is required to be filed by the Company and the Guarantor pursuant to Rule 424(b) of the 1933 Act Regulations)
the term “Prospectus” shall refer to such revised prospectus or include such prospectus supplement, as the
case may be, from and after the time such revised prospectus or prospectus supplement is first provided to the Underwriters for
such use, and (ii) if the Company or the Guarantor files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities
Exchange
Act
of 1934, as amended (the “1934 Act”), after the Registration Statement became effective and prior to the termination
of the offering of the Securities by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K,
are designated as being incorporated by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the
term “Prospectus” shall refer to said prospectus as modified to include the documents so filed from and after
the time said documents are filed with or furnished to the Commission. The term “Preliminary Prospectus” means
any preliminary form of the Prospectus (including any preliminary prospectus supplement), which is used prior to the filing of
the Prospectus and first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations. The term “Free
Writing Prospectus” has the meaning set forth in Rule 405 of the 1933 Act Regulations. The term “Issuer Free
Writing Prospectus” means (i) any material that satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations
and (ii) any roadshow presentation, including any Bloomberg roadshow presentation. The term “Disclosure Package”
means (i) the Preliminary Prospectus, if any, and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified
in Annex II hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(d) of this Agreement (the “Term
Sheet”) and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package.
“Applicable
Time” means the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company
and the Representatives.
2. Each
of the Company and the Guarantor represents and warrants to, and agrees with, each of the Underwriters as of the date hereof,
as of the Applicable Time, and as of the Time of Delivery referred to in Section 4 hereof that:
(a) An
“automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act ) on Form F-3 in respect of the
Securities (File No. 333-[ ]) (i) has been prepared by the Company and the Guarantor in conformity with the requirements of the
1933 Act Regulations, (ii) has been filed with the Commission under the 1933 Act not earlier than the date that is three years
prior to the Time of Delivery (as defined in Section 4 hereof) and (iii) upon its filing with the Commission, automatically became
and is effective under the 1933 Act.
(b) The
Commission has not issued any order preventing or suspending the effectiveness of the Registration Statement or any part thereof
or preventing or suspending the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, or the
Prospectus; and no proceeding for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or the Guarantor
or related to the offering has been, to the Company’s and the Guarantor’s knowledge, instituted or threatened by the
Commission. The Commission has not issued any order directed to any document incorporated by reference in the most recent Preliminary
Prospectus, if any, or the Prospectus, and, to the Company’s and the Guarantor’s knowledge, no proceeding has been
instituted or threatened by the Commission with respect to any document incorporated by reference in the most recent Preliminary
Prospectus, if any, or the Prospectus. The Commission has not notified the Company or the Guarantor of any objection to the use
of such Registration Statement or any post-effective amendment thereto.
(c) The
Guarantor has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations)
and neither the Guarantor nor the Company
has
been, or continues to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations), in each case
at all times relevant under the 1933 Act in connection with the offering of the Securities.
(d) The
Registration Statement conformed on the date on which it became effective and conforms, and any amendment to the Registration
Statement filed after the date hereof will conform, in all material respects to the requirements of the 1933 Act and the 1933
Act Regulations. The most recent Preliminary Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement
thereto, will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations when they become
effective or are filed with the Commission. The documents incorporated by reference in the Registration Statement, the Disclosure
Package and the most recent Preliminary Prospectus, if any, or Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the 1933 Act, the 1934 Act or with the Trust Indenture
Act (as defined below), as applicable, and the 1933 Act Regulations, and any further documents so filed and incorporated by reference
in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission,
as the case may be, will conform, in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable,
and the 1933 Act Regulations; provided, however, that the representations and warranties in this subsection shall not apply
to that part of the Registration Statement that constitutes the Statement of Eligibility (the “Form T-1”) under
the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(e) The
Registration Statement did not, as of the date on which it became effective, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement
in reliance upon and in conformity with written information furnished to the Company or the Guarantor through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein.
(f) Each
of (a) the Disclosure Package and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure
Package did not, as of either the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the
Company or the Guarantor through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section
4), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written
information furnished to the Company or the
Guarantor
through the Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided, further that
the representations and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) The
audited consolidated financial statements (in conjunction with the notes thereto) of the Guarantor included in the Disclosure
Package and Prospectus present fairly, in all material respects, the financial position of the Guarantor and its subsidiary undertakings
for the periods specified. The audited consolidated annual financial statements of the Guarantor for the financial years ended
December 31, 2015, 2014 and 2013, and the results of their operations and cash flows for each of the three years ended December
31, 2015, 2014 and 2013 were prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board.
(i) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
except as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations of the Company, the Guarantor and their subsidiaries considered together as one enterprise.
(j) The
Company and the Guarantor have (A) been duly incorporated in and are validly registered under the laws of England and Scotland,
respectively; (B) the requisite corporate power and authority to execute and deliver this Agreement and the Pricing Agreement
and had the requisite corporate power and authority to execute and deliver the Indenture and to issue the Securities and, in each
case, to perform its obligations hereunder and thereunder; (C) the corporate power and authority to conduct their respective businesses
through their respective subsidiaries as described in the Disclosure Package and the Prospectus; and (D) duly authorized, executed
and delivered this Agreement and the Pricing Agreement, and this Agreement and the Pricing Agreement constitute the valid and
legally binding agreement of the Company and the Guarantor, enforceable in accordance with their terms, except as rights to indemnity
or contribution, which may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(k) The
Indenture has been or will be, as of the Time of Delivery, duly qualified under the Trust Indenture Act and duly authorized, executed
and delivered by the Company and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, constitutes
a valid and legally binding obligation of the Company and the Guarantor, enforceable in accordance with its terms, subject as
to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights generally and to general equity principles.
(l) The
forms of the Securities and the Guarantee have been duly authorized and established in conformity with the provisions of the Indenture
and, when the Securities have been executed and authenticated and the Guarantee endorsed thereon in accordance with the provisions
of the Indenture and delivered to and duly paid for by the purchasers thereof, (i) the Securities will be entitled to the benefits
of the Indenture and will be valid and binding obligations of the Company and (ii) the Guarantee will be entitled to the benefits
of the Indenture
and
will be a valid and binding obligation of the Guarantor, each enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally
and to general equity principles.
(m) The
Indenture, the Securities and the Guarantee will conform in all material respects to the descriptions thereof contained in the
Disclosure Package and the Prospectus.
(n) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the
United Kingdom having jurisdiction over the Company or the Guarantor required for the consummation by the Company or the Guarantor
of the transactions contemplated by this Agreement or the Pricing Agreement or to permit the Company or the Guarantor to effect
interest payments in U.S. dollars on the Securities in accordance with the terms of the Indenture have been obtained and are in
full force and effect, except as may be required by U.S. state securities laws (the “Blue Sky laws”).
(o) The
execution, delivery and performance of this Agreement, the Pricing Agreement and the Indenture, the issuance, authentication,
sale and delivery of the Securities and the Guarantee and the compliance by the Company and the Guarantor with the respective
terms thereof, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a
breach under any agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor
is bound that is material to the Company or the Guarantor and their subsidiaries, taken as a whole, nor will such action result
in any violation of (1) the provisions of the Memorandum and Articles of Association of the Company or the Guarantor or (2) any
statute or any order, filing, rule or regulation of any United States, English or Scottish court or governmental agency or regulatory
body having jurisdiction over the Company or the Guarantor except for any such violation in (2) above that would not, individually
or in the aggregate, have a material adverse effect on the condition, financial or otherwise, or on the results of operations
or the business of the Company, the Guarantor and any of their subsidiaries, together considered as one enterprise.
(p) Neither
the Company nor the Guarantor is, nor after giving effect to the offer and sales of the Securities and application of the proceeds
thereof as described in the Prospectus and the Disclosure Package will be, required to register as an “investment company,”
as defined in the Investment Company Act of 1940, as amended.
(q) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company or the Guarantor, threatened against or affecting the Company or
the Guarantor or any subsidiary, which is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed
therein).
(r) The
consolidated capitalization of the Guarantor and its subsidiaries set forth in the Disclosure Package and Prospectus is true and
correct as of the dates specified therein.
(s) PricewaterhouseCoopers
LLP (the “Independent Accountants”), who have certified the consolidated financial statements of the Guarantor
and its subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by
reference
in the Registration Statement, the Disclosure Package and the Prospectus, were, at the time of certifying such financial statements,
independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The
Guarantor has an effective system of internal controls over financial reporting so as to satisfy the requirements of section 404
of the U.S. Sarbanes Oxley Act of 2002 on the basis set forth in the Guarantor’s most recent annual report filed on Form
20-F, and to otherwise provide reasonable assurances that (i) transactions are executed in accordance with management’s
general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with IFRS (as adopted by the European Union) and to maintain accountability for assets, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(u) Save
as disclosed in the Disclosure Package, the Guarantor has not during the past five years had any (i) material weaknesses in their
internal controls over financial reporting (whether or not remediated) or (ii) changes in its internal controls over financial
reporting that has materially adversely affected, or would be reasonably likely to materially adversely affect, its internal controls
over financial reporting. The Guarantor has not had during the past five years, any fraud that involves any current member of
management of the Guarantor and no material fraud that involves any employee of the Guarantor or (so far as the Guarantor is aware)
of any subsidiary.
(v) None
of the Company or the Guarantor or, to the knowledge of the Company or the Guarantor, any director, officer, agent, employee or
affiliate of the Company or the Guarantor is currently subject to any sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, the
United Nations or any other body, governmental or other, to which the Company or the Guarantor or any of their respective affiliates
is subject; and the Securities are not being issued for the purpose of funding any operations in, financing any investment or
activities in or making any payments to any country or to any person in contravention of prevailing U.S. sanctions administered
by OFAC.
(w) Except
as disclosed in the Disclosure Package and the Prospectus, neither the Company, the Guarantor nor any of their respective subsidiaries
or, to the knowledge of the Company, the Guarantor or each of their respective subsidiaries, any director, officer, agent, employee
or other person associated with or acting on behalf of the Company, the Guarantor or any of their respective subsidiaries, is
aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of the U.S. Foreign
Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder (the “FCPA”) (including,
without limitation, making use of the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political office, in contravention of the FCPA), the UK Bribery Act 2010 or any similar law or regulation, to which the Company,
the Guarantor, any subsidiary thereof, any director, officer, agent, employee of the
Company
or the Guarantor or any subsidiary thereof may be subject. The Company, the Guarantor and each subsidiary thereof have conducted
their businesses in compliance with the FCPA, the UK Bribery Act 2010 and any applicable similar law or regulation and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
(x) The
operations of the Company, the Guarantor and their respective subsidiaries are and have been conducted at all times in material
compliance with the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company, the Guarantor and their respective subsidiaries with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Company, the Guarantor or their respective subsidiaries, threatened.
3. Upon
the execution of the Pricing Agreement applicable to any Securities and authorization by the Representatives of the release of
such Securities, the Underwriters, acting severally, propose to offer such Securities for sale upon the terms and conditions set
forth in the Prospectus (as amended or supplemented).
4. The
Securities to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement
relating thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request
upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives
for the account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters,
of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance
with the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such
other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Securities.
5. Each
of the Company and the Guarantor agrees with each of the Underwriters of any Securities that:
(a) The
Company will notify the Representatives promptly on becoming aware of (i) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Disclosure Package or the Prospectus or for additional information
relating to the Registration Statement, the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing
the use of any Preliminary Prospectus, if any, Disclosure Package, the Prospectus or the initiation of any proceedings for such
purpose or the issuance by the Commission of any notice of objection to the use of the Registration Statement or any post-effective
amendment thereto or any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus,
the Disclosure Package, or any Free Writing Prospectus. The Company and the Guarantor will
make
every reasonable effort to prevent the issuance of any such stop order and, if any stop order or notice of objection is issued,
to obtain the lifting thereof at the earliest possible moment.
(b) If
at any time prior to the Time of Delivery, any event occurs as a result of which the Disclosure Package would then include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the Company will (i) promptly notify the Representatives
so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure
Package to correct such statement or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply
any such amendment or supplement to the Underwriters in such quantities as they may reasonably request.
(c) The
Guarantor will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations),
file promptly all reports required to be filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and
will give the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or
supplement to the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters
in connection with the offering of the Securities which differs from the Prospectus, whether or not such revised prospectus is
required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will
furnish the Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus without prior
consultation with the Representatives, if such prior consultation is reasonably practicable.
(d) The
Company or the Guarantor will prepare Term Sheets, containing solely a description of the final terms of the Securities and the
offering thereof, in a form approved by the Representatives and will file each Term Sheet not later than the time required by
Rule 433(d) of the 1933 Act Regulations.
(e) The
Company or the Guarantor will prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b)
of the 1933 Act Regulations not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution
and delivery of the Pricing Agreement relating to the Securities.
(f) If
required by Rule 430B(h) of the 1933 Act Regulations, the Company or the Guarantor will prepare a prospectus and file such prospectus
pursuant to Rule 424(b) of the 1933 Act Regulations not later than may be required by such Rule.
(g) The
Company will deliver to each Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration
Statement).
(h) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing
Prospectus (including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably
request, and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York
time) on the second business day prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering and sale of the Securities and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not
misleading, or, if for any reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply
with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to each
Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required
to deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales
of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933
Act Regulations) at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request
but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request
of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) Each
of the Company and the Guarantor agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent
of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained
or will obtain (as the case may be) the prior written consent of the Company, it has not made and will not make any offer relating
to the Securities that would constitute a free writing prospectus required to be filed by the Company or the Guarantor with the
Commission or retained by the Company or the Guarantor under Rule 433 of the 1933 Act Regulations, other than the information
contained in the Term Sheets; provided, however, that the prior written consent of the parties hereto shall be deemed to
have been given in respect of the Issuer Free Writing Prospectuses included in Annex II hereto. Any such free writing prospectus
consented to by the parties is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of the
Company and the Guarantor agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus
as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules
164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping.
(j) The
Company and the Guarantor will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale
under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may request;
provided,
however, that neither the Company nor the Guarantor shall be obligated to qualify as a foreign corporation in any jurisdiction
in which it is not so qualified.
(k) The
Guarantor will make generally available to its and the Company’s security holders as soon as practicable, but in any event
not later than eighteen months after the effective date of the Registration Statement, an earnings statement of the Guarantor
and its subsidiaries on a consolidated basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the
rules and regulations thereunder (including, at the option of the Guarantor, Rule 158 of the 1933 Act Regulations).
(l) During
the period beginning from the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery,
neither the Company nor the Guarantor will offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering
in the United States, any securities of the Company which mature more than one year after such Time of Delivery and which are
substantially similar to such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company
and (iii) commercial paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement,
without the prior written consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The
Company and the Guarantor will cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible
for clearance and settlement through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank
SA/NV, or Clearstream Banking, société anonyme, as the case may be.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment date under the terms of the Securities, the Securities will
be listed on a “recognised stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable,
application will be made to list the Securities on such recognised stock exchange.
(o) The
Company will apply the net proceeds from the sale of the Securities as set forth in the Prospectus.
(p) Prior
to the issuance of the Securities, the Company and the Guarantor will have obtained all consents, approvals, authorizations, orders,
registrations, qualifications and decrees of any court or governmental agency or body of the United States and the United Kingdom
necessary or required for the valid issuance of the Securities and the Guarantee and to permit the Company and the Guarantor,
if applicable, to make interest payments on the Securities in U.S. dollars.
6. The
Company will pay all expenses incident to the performance of its obligations under this Agreement, any Pricing Agreement, the
Indenture, the Securities and the Guarantee including (i) the printing and filing of the Registration Statement as originally
filed and of each amendment thereto, any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus
(and any amendments or supplements thereto) and the cost of furnishing copies thereof to the Underwriters; (ii) the printing,
if any, of this Agreement, the Pricing Agreement, the Indenture and the blue sky survey; (iii) the printing or reproduction, preparation,
issuance
and delivery of the certificates, if any, for the Securities to (or at the direction of) the Underwriters, including any transfer
or other taxes or duties payable upon the delivery of the Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream
Banking, société anonyme, as the case may be, or the sale of the Securities to the Underwriters; (iv) the
fees and disbursements of the Company’s and the Guarantor’s counsel and accountants; (v) the qualification of the
Securities under the applicable securities laws in accordance with the provisions of Section 5(j) hereof, including filing fees
and the fees and disbursements of counsel for the Underwriters in connection therewith in an aggregate amount not in excess of
$5,000 with respect to a particular issue of the Securities and in connection with the preparation of any blue sky survey and
any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue sky survey, if any; (vii) any costs,
fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and listing fees in connection with the
listing of the Securities, if any, on a stock exchange and the clearance and settlement of the Securities through the facilities
of DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case may be; (ix) any fees charged
by securities rating services for rating the Securities; (x) the fees and expenses incurred in connection with the filing of any
materials with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any fees associated with
a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve tax or similar tax or duty imposed
by the United Kingdom or any political subdivision thereof upon the original issuance by, or on behalf of, the Company of the
Securities, the Guarantor of the Guarantee, the initial delivery of the Securities and the Guarantee, the deposit of the Securities
with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case may be,
the purchase by the Underwriters of the Securities and the Guarantee pursuant to this Agreement, the sale and delivery of the
Securities and the Guarantee by the Underwriters to the initial purchasers thereof, and the execution and delivery of this Agreement,
the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee and any authorized agent of the Trustee,
and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the
Guarantee; and (xiv) any value added taxes payable in the United Kingdom in respect of any of the above expenses; provided that
neither the Company nor the Guarantor shall have any liability under this Agreement for any amounts in respect of tax incurred
by any of the Underwriters on its actual net income, profits or gains or on any value added tax or similar tax imposed which is
recoverable by the Underwriter.
[If this
Agreement is terminated by the Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix)
hereof, the Company shall reimburse the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters, unless otherwise agreed by the parties.]
7. The
obligations of the Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in
the discretion of the Representatives, to the condition that all representations and warranties of the Company and the Guarantor
in or incorporated by reference in the Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for
such Securities, true and correct, the condition that the Company and the Guarantor shall have performed all of their obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice
of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the 1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations;
the Term Sheet and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) of the 1933
Act Regulations shall have been transmitted to the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations;
and, in each case, prior to the Time of Delivery the Company or the Guarantor, as applicable, shall have provided evidence satisfactory
to the Representatives of such timely filing; and no stop order suspending or preventing the use of the Prospectus or any Issuer
Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information
on the part of the Commission have been complied with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for
the Company, with respect to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company and the Guarantor, with
respect to the matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion, dated as of the Time of Delivery, of Linklaters LLP, English solicitors to the Company and the Guarantor, with respect
to the matters set forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters,
with respect to the matters set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent accountants of the Guarantor who have certified the financial statements of the Guarantor and its subsidiaries included
or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent
Accountants”) shall have furnished to the Representatives a letter, delivered at a time prior to the execution of the
Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort
letters” and otherwise in form and substance satisfactory to the Representatives.
(d) The
Independent Accountants shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that
it reaffirms the statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off”
date referred to therein shall be a date not more than three business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange
specified therein.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results of operations
of the Company, the Guarantor and their subsidiaries considered as one enterprise, and (2) the Representatives shall have received
a certificate of each of the Company and the Guarantor executed on its behalf by an officer of the Company or the Guarantor, as
the case may be, dated as of the Time of Delivery, to the effect that (i) the representations and warranties in Section 2 hereof
are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii) it has complied
in all material respects with all agreements hereunder and satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness of
the Registration Statement has been issued and, to its knowledge, no proceedings for that purpose have been initiated or threatened
by the Commission.
(g) Each
of the Company and the Guarantor shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized
officers of the Company or the Guarantor, as the case may be, stating that to the best knowledge and belief of the two authorized
officers signing such certificate after reasonable inquiry, the issue and sale of the Securities and the Guarantee in the manner
contemplated in the Disclosure Package and Prospectus do not and will not result in a breach, default or acceleration of any payment
or amount under any contract, agreement or undertaking to which the Company, the Guarantor or any of their subsidiaries is a party
(or by which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company,
the Guarantor and their subsidiaries taken as a whole.
(h) There
shall not have occurred any lowering of the rating of any of the Company’s or the Guarantor’s securities by Moody’s
Investors Service, Inc., Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch
Ratings, Inc.
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall
not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition
specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the
Underwriters, this Agreement may be terminated by the Representatives by notice to the Company or the Guarantor at any time at
or prior to the Time of Delivery.
8. (a) The
Company and the Guarantor agree to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors,
officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act
as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus,
the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or
any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company or the Guarantor; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements
of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
clause (i) or (ii) above;
provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company or the Guarantor by any Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing
Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, the Guarantor, their directors,
each of the officers of the Company and the Guarantor who signed the Registration Statement, the Company’s or the Guarantor’s
authorized representative in the United States and each person, if any, who controls the Guarantor within the meaning of Section
15 of the 1933 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection
(a) of this Section 8 as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by
such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the
Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above,
counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to
Section 8(b) above, counsel to the indemnified parties shall be selected by the Company or the Guarantor. An indemnifying party
may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and
(ii)
does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified
party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters of the Securities on the
other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each indemnifying party shall, if permitted by applicable
law, contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and the Underwriters of the
Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the
Company and the Guarantor on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from such offering (before deducting expenses) received by the Company and the Guarantor bear to the total
underwriting discounts, concessions and commissions received by such Underwriters. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the Guarantor on the one hand or such Underwriters
on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above
in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which
the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations
of the Underwriters of Securities in this subsection (e) to contribute are
several
in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(f) The
obligations of the Company and the Guarantor under this Section 8 shall be in addition to any liability which the Company and
the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall
be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and the Guarantor and to each person, if any, who controls the Guarantor
within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated
to purchase under this Agreement and the Pricing Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or
any other underwriters, to purchase, or procure purchasers for, all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if the Representatives shall not have
completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the
Time of Delivery, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations
of all non-defaulting Underwriters, or
(b) if
the number of Defaulted Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers
for at the Time of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of
any non-defaulting Underwriter.
No action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event
of any such default which does not result in a termination of the relevant Pricing Agreement, either the Representatives, the
Company or the Guarantor shall have the right to postpone the Time of Delivery for a period not exceeding seven days in order
to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates
of officers of the Company or the Guarantor submitted pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or any controlling person, or by or on
behalf
of the Company or the Guarantor, and shall survive delivery of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The
Representatives may terminate this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery
(i) if there has been, since the date of the Pricing Agreement or the respective dates as of which information is given in the
Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated therein, any
material adverse change in the condition, financial or otherwise, or in the results of operations, of the Company, the Guarantor
and their subsidiaries, considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities
involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national
emergency or war, or (iii) the occurrence of another calamity or crisis or any change in financial, political or economic conditions
or currency exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event
specified in clauses (ii) and (iii) in the judgment of the Representatives (after consultation with the Company if practicable)
makes it impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities in the manner
contemplated in the Prospectus, or (iv) if there has occurred a suspension or material limitation in trading in securities generally
on the New York Stock Exchange, London Stock Exchange or any other stock exchange on which the Company’s or the Guarantor’s
securities are listed, or (v) if there has occurred a suspension or material limitation in trading the Company’s or the
Guarantor’s securities on the New York Stock Exchange or the London Stock Exchange, or (vi) if there has occurred a material
adverse change in the financial markets in the United States or in the international financial markets in the judgment of the
Representatives after consultation with the Company, or (vii) if a banking moratorium on commercial banking activities has been
declared by the relevant authorities in New York or London, or a material disruption in commercial banking or securities settlement
or clearance services in the United States or the United Kingdom has occurred, or (viii) if there has occurred a change or development
involving a prospective change in the United States or the United Kingdom taxation which has, or will have, a material adverse
effect on the Company, the Guarantor or the Securities or the transfer thereof, or (ix) if there is any lowering of the rating
of any of the Company’s or the Guarantor’s debt securities, preference shares, American depositary shares representing
preference shares or American depositary receipts evidencing American depositary shares representing preference shares, or a public
announcement that such rating is under surveillance or review, with possible negative implications, in each case, by Moody’s
Investors Service, Inc., Standard and Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings,
Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party
to any other party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of
Sections 6, 8, 10 and 14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Securities shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose
in the Pricing Agreement.
All statements,
requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company
or the Guarantor shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company or the Guarantor
set forth in the Registration Statement, Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant
to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to
the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt
thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the
Guarantor and their respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended
or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantor and
their respective successors and the controlling persons and officers, directors and authorized representative of the Company and
the Guarantor referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any Pricing Agreement or any provision herein or therein contained. This Agreement and
any Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit
of the Underwriters, the Company and the Guarantor and their respective successors, and said controlling persons and officers,
directors and authorized representative of the Company and the Guarantor and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.
14. (a) Each
of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action,
suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection
with this Agreement or the Pricing Agreement may be brought in the courts of the State of New York or the courts of the United
States of America located in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the
non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action,
suit or proceeding for itself and in respect of its properties, assets and revenues.
(b) Each
of the Company and the Guarantor hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc
(or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee,
appointee and agent to take process, receive and forward process or to be served with process for and on its behalf of any and
all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any such
United States or State court which may be made on such designee, appointee and agent in accordance with legal procedures prescribed
for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the
Company and the Guarantor agree to designate a new designee, appointee and agent in The City of New York on the terms and for
the purposes of this Section 14 satisfactory to the Representatives. The Company further hereby irrevocably consents and
agrees
to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action,
suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether
or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such
service) or by mailing copies thereof by registered or certified air mail, first class, postage prepaid, to each of them at their
respective addresses specified in or designated pursuant to this Agreement. Each of the Company and the Guarantor agrees that
the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any
way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any
way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other
manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against
the undersigned in any jurisdictions, and in any manner, as may be permitted by applicable law. Each of the Company and the Guarantor
hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement
or the Pricing Agreement brought in the United States federal courts or the courts of the State of New York located in the Borough
of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale
of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and
will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect
to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
16. In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”),
it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication
of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State
or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified investor
as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision
of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
Underwriters; or (c) in
any other circumstances falling under Article 3(2) of the Prospectus Directive, provided that no such offer of Securities requires
the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of
this Section 16 of this Agreement, the expression “an offer of Securities to the public” in relation to any Securities
in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member
State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
17. Each
of the Company and the Guarantor hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities
pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand,
and the Underwriters and any affiliate through which any Underwriter may be acting, on the other, (b) the Underwriters are acting
as principal and not as an agent or fiduciary of the Company or the Guarantor and (c) the Company’s and the Guarantor’s
engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors
and not in any other capacity. Furthermore, each of the Company and the Guarantor agrees that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently
advising the Company or the Guarantor on related or other matters). Each of the Company and the Guarantor agrees that it will
not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar
duty to the Company or the Guarantor, in connection with such transaction or the process leading thereto.
18. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
19. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without
reference to conflict of laws provisions thereof. Specified times of day refer to New York City time.
20. This
Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts
taken together shall constitute one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer or the Guarantor
and the Underwriters, each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject
to the exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Issuer
or the Guarantor to such Underwriter under this
Agreement,
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 Issuer, the Guarantor
or another person (and the issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and/or
(iv) the
amendment or alteration of 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 Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from
time to time in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the Issuer or the Guarantor.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
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If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof.
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Very truly yours, |
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LLOYDS BANK plc,
as Issuer |
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By: |
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Name: |
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Title: |
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LLOYDS BANKING GROUP plc,
as Guarantor |
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By: |
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Name: |
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Title: |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
ANNEX I
Pricing
Agreement
[Names
of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________
__, ____
Ladies and
Gentlemen:
Lloyds Bank
plc, a public limited company incorporated under the laws of England, and registered in, England (the “Company”),
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting
Agreement”), between the Company, Lloyds Banking Group plc, as guarantor (the “Guarantor”) and the
several Underwriters signatories thereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”),
or to purchasers procured by them, the securities specified in Schedule II hereto (the “Securities”) to be
guaranteed by the Guarantor. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may be, and also
a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus
(as amended or supplemented), as the case may be, relating to the Securities which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment
to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to
the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and
the Guarantor agrees to guarantee, and each of the Underwriters agrees, severally and not jointly, to purchase
from
the Company, or to procure purchasers to purchase from the Company, at the Purchase Price at the Time of Delivery (each as defined
in Schedule II hereto), the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company
and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant
to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, |
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LLOYDS BANK plc,
as Issuer |
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By: |
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Name: |
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Title: |
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LLOYDS BANKING GROUP plc,
as Guarantor |
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By: |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
SCHEDULE
I
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Principal Amount of
Securities to be Purchased |
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| [Names of Representatives] |
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[ ] |
| [Names of other Underwriters] |
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Total: |
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SCHEDULE
II
Capitalized
terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title
of Securities:
[ ]% [Senior
Debt Securities] due [ ]
Aggregate
Principal Amount:
$[ ] principal
amount of the Securities
Price
to Public:
[ ]% of the
principal amount of the Securities
Purchase
Price by Underwriters:
[ ]% of the
principal amount of the Securities
Underwriting
Commission:
[ ]%
Form
of Securities:
Book-entry
only form represented by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream
Banking, société anonyme, as the case may be.
Specified
Funds for Payment of Purchase Price:
Wire transfer
of immediately available funds
Time
of Delivery:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Applicable
Time:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Indenture:
Indenture
dated as of [ ] among the Company, as Issuer, the Guarantor, as Guarantor, and The Bank of New York Mellon, as Trustee.
Maturity:
________
__, ____
Interest
Rate:
[ ]%
Interest
Payment Dates:
Interest
will be paid on the Securities on ________ ___ and ________ ___ of each year, commencing __________ __, ____.
Interest
Record Dates:
Interest
will be paid on the Securities to holders of record of each Security in respect of the principal amount thereof outstanding as
at [·] and [·] of each year immediately
preceding the Interest Payment Dates on [·] and [·],
respectively.
Redemption
Provisions:
The Securities
may be redeemed as described in the Prospectus.
Sinking
Fund Provisions:
No sinking
fund provisions.
Closing
Location for Delivery of Securities:
Offices
of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names
and Addresses of Representatives:
Designated
Representatives:
Addresses
for Notices:
[Add Ratings
and CUSIP/ISIN:
[·] [·]]
Stock
Exchange Listing:
The [New
York Stock Exchange]
Guarantee
The
Guarantor will fully and unconditionally guarantee due and punctual payment in full to the holders of the Securities.
Other
Terms:
The
Securities will have additional terms as more fully described in the Disclosure Package and the Prospectus.
The issuer
has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by calling [Representative] at
toll free [·].
ANNEX
II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM
OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
FORM
OF DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
ANNEX
IV
OPINION
OF
CMS
Cameron McKenna LLP, SCOTTISH COUNSEL
TO THE
GUARANTOR
[TO BE
PROVIDED]
ANNEX
V
OPINION
OF LINKLATERS LLP,
ENGLISH
COUNSEL TO THE COMPANY
[TO BE
PROVIDED]
ANNEX
VI
OPINION
AND DISCLOSURE LETTER OF Allen & Overy LLP,
U.S.
COUNSEL FOR THE UNDERWRITERS
[TO BE
PROVIDED]
Exhibit 1.5
LLOYDS BANK PLC, as ISSUER
(a public limited company incorporated under the laws of
England and registered in England)
and
LLOYDS BANKING GROUP PLC, as GUARANTOR
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SUBORDINATED DEBT
UNDERWRITING AGREEMENT
DATED: [ ]
LLOYDS
BANK plc
LLOYDS
BANKING GROUP plc
Form of Underwriting Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$[ ] [ ]% Subordinated Debt Securities
due ________
__________ __, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time to time Lloyds Bank plc, a public
limited company incorporated and registered in England, United Kingdom (the “Company”), and Lloyds Banking Group
plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”) proposes
to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”
with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the
Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the
“Securities”).
The terms of, and rights attached to, any
particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a subordinated
debt securities indenture (the “Indenture”) between the Company, the Guarantor and The Bank of New York Mellon,
as trustee (“Trustee”). The offering of the Securities will be governed by this Agreement, as supplemented by
the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be
deemed to incorporate the Pricing Agreement. The Securities will be entitled to the benefit of a full and unconditional guarantee
(the “Guarantee”) by the Guarantor as set forth in the Indenture, as delivered below, pursuant to which the
Guarantor will guarantee the obligations of the Company under the Securities.
1. Particular sales of the Securities
may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them, for whom the firms designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives”
also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives.
This Agreement shall not be construed as an obligation of the Company or the Guarantor to sell any of the Securities or as an obligation
of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation of the Company and the Guarantor
to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase, or procure purchasers for, any
of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. Each Pricing Agreement
shall specify the aggregate principal amount of such Securities, any option to purchase additional Securities, the initial public
offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of
such Securities, the names of the Representatives of such Underwriters and the principal amount of such Securities to be purchased
by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date, time and manner of delivery of
such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and
the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus with respect thereto) the
terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts), and may be evidenced by
an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
The Company and the Guarantor have prepared
and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration
statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”)
on Form F-3 (No. 333-[ ]), and related preliminary prospectus for the registration of, among other securities, certain debt securities
of the Company, including the Securities, in accordance with the provisions of the 1933 Act, and the rules and regulations of the
Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3,
as amended to the date on which it became effective prior to the date of this Agreement (including any prospectus supplement relating
to the Securities and any other information, if any, deemed to be part of such registration statement pursuant to Rule 430B of
the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated
by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”,
respectively, except that (i) if any revised prospectus or prospectus supplement shall be provided to the Underwriters
by the Company and the Guarantor for use in connection with the offering of the Securities which differs from the Prospectus on
file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required
to be filed by the Company and the Guarantor pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus”
shall refer to such revised prospectus or include such prospectus supplement, as the case may be, from and after the time such
revised prospectus or prospectus supplement is first provided to the Underwriters for such use, and (ii) if the Company or the
Guarantor files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934
Act”), after the Registration Statement became effective and prior to the termination of the offering of the Securities
by the Underwriters, which documents
are deemed to be or, in the case of a Report on Form 6-K, are
designated as being incorporated by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term
“Prospectus” shall refer to said prospectus as modified to include the documents so filed from and after the
time said documents are filed with or furnished to the Commission. The term “Preliminary Prospectus” means any
preliminary form of the Prospectus (including any preliminary prospectus supplement), which is used prior to the filing of the
Prospectus and first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing
Prospectus” has the meaning set forth in Rule 405 of the 1933 Act Regulations. The term “Issuer Free Writing
Prospectus” means (i) any material that satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations and
(ii) any roadshow presentation, including any Bloomberg roadshow presentation. The term “Disclosure Package”
means (i) the Preliminary Prospectus, if any, and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified
in Annex II hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(d) of this Agreement (the “Term
Sheet”) and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package.
“Applicable Time” means
the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company and the Representatives.
2. Each of the Company and the Guarantor
represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as
of the Time of Delivery referred to in Section 4 hereof that:
(a) An “automatic shelf registration
statement” (as defined in Rule 405 under the 1933 Act ) on Form F-3 in respect of the Securities (File No. 333-[ ]) (i) has
been prepared by the Company and the Guarantor in conformity with the requirements of the 1933 Act Regulations, (ii) has been filed
with the Commission under the 1933 Act not earlier than the date that is three years prior to the Time of Delivery (as defined
in Section 4 hereof) and (iii) upon its filing with the Commission, automatically became and is effective under the 1933 Act.
(b) The Commission has not issued any
order preventing or suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending
the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, or the Prospectus; and no proceeding
for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or the Guarantor or related to the offering
has been, to the Company’s and the Guarantor’s knowledge, instituted or threatened by the Commission. The Commission
has not issued any order directed to any document incorporated by reference in the most recent Preliminary Prospectus, if any,
or the Prospectus, and, to the Company’s and the Guarantor’s knowledge, no proceeding has been instituted or threatened
by the Commission with respect to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or
the Prospectus. The Commission has not notified the Company or the Guarantor of any objection to the use of such Registration Statement
or any post-effective amendment thereto.
(c) The Guarantor has been, and continues
to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations) and neither the Guarantor
nor the Company has been, or continues to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act
Regulations), in each case at all times relevant under the 1933
Act in connection with the offering of the Securities.
(d) The Registration Statement conformed
on the date on which it became effective and conforms, and any amendment to the Registration Statement filed after the date hereof
will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. The most recent Preliminary
Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement thereto, will conform, in all material respects
to the requirements of the 1933 Act and the 1933 Act Regulations when they become effective or are filed with the Commission. The
documents incorporated by reference in the Registration Statement, the Disclosure Package and the most recent Preliminary Prospectus,
if any, or Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material
respects to the requirements of the 1933 Act, the 1934 Act or with the Trust Indenture Act (as defined below), as applicable, and
the 1933 Act Regulations, and any further documents so filed and incorporated by reference in the Prospectus or any further amendment
or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform,
in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the 1933 Act Regulations; provided,
however, that the representations and warranties in this subsection shall not apply to that part of the Registration Statement
that constitutes the Statement of Eligibility (the “Form T-1”) under the U.S. Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), of the Trustee.
(e) The Registration Statement did not,
as of the date on which it became effective, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity
with written information furnished to the Company or the Guarantor through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein.
(f) Each of (a) the Disclosure Package
and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure Package did not, as of either
the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that no representation or warranty is made as to information contained in
or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company or
the Guarantor through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The Prospectus, and any amendment
or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company
or the Guarantor through the Representatives by or on behalf of any Underwriter specifically for
inclusion therein; provided, further that the representations
and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) The audited consolidated financial
statements (in conjunction with the notes thereto) of the Guarantor included in the Disclosure Package and Prospectus present fairly,
in all material respects, the financial position of the Guarantor and its subsidiary undertakings for the periods specified. The
audited consolidated annual financial statements of the Guarantor for the financial years ended December 31, 2015, 2014 and 2013,
and the results of their operations and cash flows for each of the three years ended December 31, 2015, 2014 and 2013 were prepared
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
(i) Since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or in the results
of operations of the Company, the Guarantor and their subsidiaries considered together as one enterprise.
(j) The Company and the Guarantor have
(A) been duly incorporated in and are validly registered under the laws of England and Scotland, respectively; (B) the requisite
corporate power and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate power
and authority to execute and deliver the Indenture and to issue the Securities and, in each case, to perform its obligations hereunder
and thereunder; (C) the corporate power and authority to conduct their respective businesses through their respective subsidiaries
as described in the Disclosure Package and the Prospectus; and (D) duly authorized, executed and delivered this Agreement and the
Pricing Agreement, and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the Company
and the Guarantor, enforceable in accordance with their terms, except as rights to indemnity or contribution, which may be limited
by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights generally and to general equity principles.
(k) The Indenture has been or will be,
as of the Time of Delivery, duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company
and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding
obligation of the Company and the Guarantor, enforceable in accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and
to general equity principles.
(l) The forms of the Securities and
the Guarantee have been duly authorized and established in conformity with the provisions of the Indenture and, when the Securities
have been executed and authenticated and the Guarantee endorsed thereon in accordance with the provisions of the Indenture and
delivered to and duly paid for by the purchasers thereof, (i) the Securities will be entitled to the benefits of the Indenture
and will be valid and binding obligations of the Company and (ii) the Guarantee will be entitled to the benefits of the Indenture
and will be a valid and binding obligation of the Guarantor, each enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(m) The Indenture, the Securities and
the Guarantee will conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(n) All consents, approvals, authorizations,
orders and decrees of any court or governmental agency or body of the United States or the United Kingdom having jurisdiction over
the Company or the Guarantor required for the consummation by the Company or the Guarantor of the transactions contemplated by
this Agreement or the Pricing Agreement or to permit the Company or the Guarantor to effect interest payments in U.S. dollars on
the Securities in accordance with the terms of the Indenture have been obtained and are in full force and effect, except as may
be required by U.S. state securities laws (the “Blue Sky laws”).
(o) The execution, delivery and performance
of this Agreement, the Pricing Agreement and the Indenture, the issuance, authentication, sale and delivery of the Securities and
the Guarantee and the compliance by the Company and the Guarantor with the respective terms thereof, and the consummation of the
transactions contemplated hereby and thereby, will not conflict with or result in a breach under any agreement or instrument to
which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound that is material to the Company
or the Guarantor and their subsidiaries, taken as a whole, nor will such action result in any violation of (1) the provisions of
the Memorandum and Articles of Association of the Company or the Guarantor or (2) any statute or any order, filing, rule or regulation
of any United States, English or Scottish court or governmental agency or regulatory body having jurisdiction over the Company
or the Guarantor except for any such violation in (2) above that would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, or on the results of operations or the business of the Company, the Guarantor
and any of their subsidiaries, together considered as one enterprise.
(p) Neither the Company nor the Guarantor
is, nor after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the
Prospectus and the Disclosure Package will be, required to register as an “investment company,” as defined in the Investment
Company Act of 1940, as amended.
(q) There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company or the Guarantor, threatened against or affecting the Company or the Guarantor or any subsidiary,
which is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed therein).
(r) The consolidated capitalization
of the Guarantor and its subsidiaries set forth in the Disclosure Package and Prospectus is true and correct as of the dates specified
therein.
(s) PricewaterhouseCoopers LLP (the
“Independent Accountants”), who have certified the consolidated financial statements of the Guarantor and its
subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus, were at the
time of certifying such financial statements, independent public
accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The Guarantor has an effective system
of internal controls over financial reporting so as to satisfy the requirements of section 404 of the U.S. Sarbanes Oxley Act of
2002 on the basis set forth in the Guarantor’s most recent annual report filed on Form 20-F, and to otherwise provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with IFRS (as adopted by the European Union)
and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(u) Save as disclosed in the Disclosure
Package, the Guarantor has not during the past five years had any (i) material weaknesses in their internal controls over financial
reporting (whether or not remediated) or (ii) changes in its internal controls over financial reporting that has materially adversely
affected, or would be reasonably likely to materially adversely affect, its internal controls over financial reporting. The Guarantor
has not had during the past five years, any fraud that involves any current member of management of the Guarantor and no material
fraud that involves any employee of the Guarantor or (so far as the Guarantor is aware) of any subsidiary.
(v) None of the Company or the Guarantor
or, to the knowledge of the Company or the Guarantor, any director, officer, agent, employee or affiliate of the Company or the
Guarantor is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of
the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, the United Nations or any other
body, governmental or other, to which the Company or the Guarantor or any of their respective affiliates is subject; and the Securities
are not being issued for the purpose of funding any operations in, financing any investment or activities in or making any payments
to any country or to any person in contravention of prevailing U.S. sanctions administered by OFAC.
(w) Except as disclosed in the Disclosure
Package and the Prospectus, neither the Company, the Guarantor nor any of their respective subsidiaries or, to the knowledge of
the Company, the Guarantor or each of their respective subsidiaries, any director, officer, agent, employee or other person associated
with or acting on behalf of the Company, the Guarantor or any of their respective subsidiaries, is aware of or has taken any action,
directly or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or the rules and regulations thereunder (the “FCPA”) (including, without limitation, making use of
the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA),
the UK Bribery Act 2010 or any similar law or regulation, to which the Company, the Guarantor, any subsidiary thereof, any director,
officer, agent, employee of the Company or the Guarantor or any subsidiary thereof may be subject. The Company, the
Guarantor and each subsidiary thereof have conducted their businesses
in compliance with the FCPA, the UK Bribery Act 2010 and any applicable similar law or regulation and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(x) The operations of the Company, the
Guarantor and their respective subsidiaries are and have been conducted at all times in material compliance with the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company, the Guarantor and their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company, the Guarantor or their respective subsidiaries, threatened.
3. Upon the execution of the Pricing
Agreement applicable to any Securities and authorization by the Representatives of the release of such Securities, the Underwriters,
acting severally, propose to offer such Securities for sale upon the terms and conditions set forth in the Prospectus (as amended
or supplemented).
4. The Securities to be purchased by
each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least forty-eight
hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account
of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the purchase
price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance with the Pricing
Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time
of Delivery” for such Securities.
5. Each of the Company and the Guarantor
agrees with each of the Underwriters of any Securities that:
(a) The Company will notify the Representatives
promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration Statement,
the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus, if
any, Disclosure Package, the Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission
of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or any request by the
Commission for the amending or supplementing of the Registration Statement, the Prospectus, the Disclosure Package, or any Free
Writing Prospectus. The Company and the Guarantor will
make every reasonable effort to prevent the issuance of any
such stop order and, if any stop order or notice of objection is issued, to obtain the lifting thereof at the earliest possible
moment.
(b) If at any time prior to the Time
of Delivery, any event occurs as a result of which the Disclosure Package would then include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the Company will (i) promptly notify the Representatives so that any use of the Disclosure
Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement
or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply any such amendment or supplement
to the Underwriters in such quantities as they may reasonably request.
(c) The Guarantor will, for so long
as the delivery of a prospectus is required in connection with the offering or sale of the Securities (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly all reports
required to be filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will give the Representatives
notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package
or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection with the offering
of the Securities which differs from the Prospectus, whether or not such revised prospectus is required to be filed pursuant to
Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will furnish the Representatives with
copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be,
and will not file any such amendment or supplement or use any such prospectus without prior consultation with the Representatives,
if such prior consultation is reasonably practicable.
(d) The Company or the Guarantor will
prepare Term Sheets, containing solely a description of the final terms of the Securities and the offering thereof, in a form approved
by the Representatives and will file each Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The Company or the Guarantor will
prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing
Agreement relating to the Securities.
(f) If required by Rule 430B(h) of the
1933 Act Regulations, the Company or the Guarantor will prepare a prospectus and file such prospectus pursuant to Rule 424(b) of
the 1933 Act Regulations not later than may be required by such Rule.
(g) The Company will deliver to each
Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment thereto (including exhibits
and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(h) The Company will furnish the Underwriters
with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing Prospectus (including, in each case,
any supplement thereto) in such quantities as the Representatives may from time to time reasonably request, and will use all reasonable
efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York time) on the second business day prior
to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering and sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered
(or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall
be necessary during such period to amend or supplement the Prospectus in order to comply with the 1933 Act, notify the Underwriters
and upon the Representatives’ request prepare and furnish without charge to each Underwriter as many copies as the Representatives
may from time to time reasonably request of an amended Prospectus or supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required to deliver a Prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Securities (including in circumstances where
such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any time nine months or more after
the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the 1933 Act.
(i) Each of the Company and the Guarantor
agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Representatives, and each
Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case may be)
the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute
a free writing prospectus required to be filed by the Company or the Guarantor with the Commission or retained by the Company or
the Guarantor under Rule 433 of the 1933 Act Regulations, other than the information contained in the Term Sheets; provided,
however, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free
Writing Prospectuses included in Annex II hereto. Any such free writing prospectus consented to by the parties is hereinafter referred
to as a “Permitted Free Writing Prospectus.” Each of the Company and the Guarantor agrees that (i) it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has
complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable
to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(j) The Company and the Guarantor will
endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United States as the Representatives may request;
provided, however, that neither the Company nor the Guarantor
shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The Guarantor will make generally
available to its and the Company’s security holders as soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement, an earnings statement of the Guarantor and its subsidiaries on a consolidated
basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including,
at the option of the Guarantor, Rule 158 of the 1933 Act Regulations).
(l) During the period beginning from
the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery, neither the Company
nor the Guarantor will offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States,
any securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to
such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial
paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement, without the prior written
consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The Company and the Guarantor will
cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible for clearance and settlement
through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV, or Clearstream Banking,
société anonyme, as the case may be.
(n) Unless the Pricing Agreement provides
otherwise, prior to the first payment date under the terms of the Securities, the Securities will be listed on a “recognised
stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable, application will be made to
list the Securities on such recognised stock exchange.
(o) The Company will apply the net proceeds
from the sale of the Securities as set forth in the Prospectus.
(p) Prior to the issuance of the Securities,
the Company and the Guarantor will have obtained all consents, approvals, authorizations, orders, registrations, qualifications
and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required for the
valid issuance of the Securities and the Guarantee and to permit the Company and the Guarantor, if applicable, to make interest
payments on the Securities in U.S. dollars.
6. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture, the Securities and the
Guarantee including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto,
any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto)
and the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement,
the Indenture and the blue sky survey; (iii) the printing or reproduction, preparation,
issuance and delivery of the certificates, if any, for the Securities
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the
Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case
may be, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s and the Guarantor’s
counsel and accountants; (v) the qualification of the Securities under the applicable securities laws in accordance with the provisions
of Section 5(j) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith
in an aggregate amount not in excess of $5,000 with respect to a particular issue of the Securities and in connection with the
preparation of any blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue
sky survey, if any; (vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and
listing fees in connection with the listing of the Securities, if any, on a stock exchange and the clearance and settlement of
the Securities through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme,
as the case may be; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses incurred
in connection with the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”), if
any; (xi) any fees associated with a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve tax
or similar tax or duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or on
behalf of, the Company of the Securities, the Guarantor of the Guarantee, the initial delivery of the Securities and the Guarantee,
the deposit of the Securities with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme,
as the case may be, the purchase by the Underwriters of the Securities and the Guarantee pursuant to this Agreement, the sale and
delivery of the Securities and the Guarantee by the Underwriters to the initial purchasers thereof, and the execution and delivery
of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee and any authorized agent
of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities
and the Guarantee; and (xiv) any value added taxes payable in the United Kingdom in respect of any of the above expenses; provided
that neither the Company nor the Guarantor shall have any liability under this Agreement for any amounts in respect of tax incurred
by any of the Underwriters on its actual net income, profits or gains or on any value added tax or similar tax imposed which is
recoverable by the Underwriter.
[If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix) hereof, the Company shall reimburse
the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters,
unless otherwise agreed by the parties.]
7. The obligations of the Underwriters
of any Securities under the Pricing Agreement relating to such Securities shall be subject, in the discretion of the Representatives,
to the condition that all representations and warranties of the Company and the Guarantor in or incorporated by reference in the
Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for such Securities, true and correct, the
condition that the Company and the Guarantor shall have performed all of their obligations hereunder theretofore to be performed,
and the following additional conditions:
(a) The Registration Statement
is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act
should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the
1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other
material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) of the 1933 Act Regulations shall have been
transmitted to the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time
of Delivery the Company or the Guarantor, as applicable, shall have provided evidence satisfactory to the Representatives of such
timely filing; and no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall
have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission
have been complied with.
(b) At the Time of Delivery,
the Representatives shall have received:
(i) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for the Company, with respect
to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The opinion, dated as of
the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company and the Guarantor, with respect to the matters
set forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The opinion, dated as of
the Time of Delivery, of Linklaters LLP, English solicitors to the Company and the Guarantor, with respect to the matters set forth
in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The independent accountants
of the Guarantor who have certified the financial statements of the Guarantor and its subsidiaries included or incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent Accountants”)
shall have furnished to the Representatives a letter, delivered at a time prior to the execution of the Pricing Agreement and dated
the date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort letters” and
otherwise in form and substance satisfactory to the Representatives.
(d) The Independent Accountants
shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that it reaffirms the statements
made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off” date referred to therein
shall be a date not more than three business days prior to the Time of Delivery.
(e) If required pursuant to
the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange specified therein.
(f) At the Time of Delivery
(1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which information is
given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated therein,
any material adverse change in the condition, financial or otherwise, or in the results of operations of the Company, the Guarantor
and their subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate of each of the
Company and the Guarantor executed on its behalf by an officer of the Company or the Guarantor, as the case may be, dated as of
the Time of Delivery, to the effect that (i) the representations and warranties in Section 2 hereof are true and correct in all
material respects as though expressly made at and as of the Time of Delivery; (ii) it has complied in all material respects with
all agreements hereunder and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder
at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness of the Registration Statement has been
issued and, to its knowledge, no proceedings for that purpose have been initiated or threatened by the Commission.
(g) Each of the Company and
the Guarantor shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of
the Company or the Guarantor, as the case may be, stating that to the best knowledge and belief of the two authorized officers
signing such certificate after reasonable inquiry, the issue and sale of the Securities and the Guarantee in the manner contemplated
in the Disclosure Package and Prospectus do not and will not result in a breach, default or acceleration of any payment or amount
under any contract, agreement or undertaking to which the Company, the Guarantor or any of their subsidiaries is a party (or by
which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company, the
Guarantor and their subsidiaries taken as a whole.
(h) There shall not have occurred
any lowering of the rating of any of the Company’s or the Guarantor’s securities by Moody’s Investors Service,
Inc., Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(i) If an affiliate (as defined
in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall not have raised any objection
with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section
7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement
may be terminated by the Representatives by notice to the Company or the Guarantor at any time at or prior to the Time of Delivery.
8. (a) The Company and the Guarantor
agree to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees,
and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part
of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary
Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment
or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company or the Guarantor; and
(iii) against any and all expense
whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by
the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that
this indemnity agreement shall not apply to any loss, liability, claim, damage or expense
to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with written information furnished to the Company or the Guarantor by any Underwriter through the Representatives
expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if any,
the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each Underwriter severally
and not jointly agrees to indemnify and hold harmless each of the Company, the Guarantor, their directors, each of the officers
of the Company and the Guarantor who signed the Registration Statement, the Company’s or the Guarantor’s authorized
representative in the United States and each person, if any, who controls the Guarantor within the meaning of Section 15 of the
1933 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 8 as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by
such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the
Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any indemnifying party
may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company or the Guarantor. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. No indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
(e) If the indemnification
provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and the Underwriters of the Securities on the other from the offering of the Securities
to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and the Guarantor on the one hand and the Underwriters of the Securities on the other in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the
one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company and the Guarantor bear to the total underwriting discounts, concessions and
commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Guarantor on the one hand or such Underwriters on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company,
the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e)
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection
(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Securities in this
subsection (e) to contribute are
several in proportion to their respective underwriting obligations
with respect to such Securities and not joint.
(f) The obligations of the
Company and the Guarantor under this Section 8 shall be in addition to any liability which the Company and the Guarantor may otherwise
have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning
of Section 15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and
director of the Company and the Guarantor and to each person, if any, who controls the Guarantor within the meaning of Section
15 of the 1933 Act.
9. If one or more of the Underwriters
shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated to purchase under this Agreement
and the Pricing Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36
hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase,
or procure purchasers for, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; provided, however, that if the Representatives shall not have completed such arrangements within such
36-hour period, then:
(a) if the number of Defaulted
Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the Time of Delivery, the
non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted
Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers for at the Time
of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to this Section
9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does
not result in a termination of the relevant Pricing Agreement, either the Representatives, the Company or the Guarantor shall have
the right to postpone the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.
10. All representations, warranties and
agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers of the Company or the
Guarantor submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made
by or on behalf of any Underwriter or any controlling person, or by or on
behalf of the Company or the Guarantor, and shall survive delivery
of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The Representatives may terminate
this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since
the date of the Pricing Agreement or the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, except as otherwise set forth or contemplated therein, any material adverse change in the condition,
financial or otherwise, or in the results of operations, of the Company, the Guarantor and their subsidiaries, considered as one
enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities involving the United States or the United Kingdom
or the declaration by the United States or the United Kingdom of a national emergency or war, or (iii) the occurrence of another
calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or controls in the United
States, the United Kingdom or elsewhere, if the effect of any such event specified in clauses (ii) and (iii) in the judgment of
the Representatives (after consultation with the Company if practicable) makes it impracticable or inadvisable to market the Securities
or enforce contracts for the sale of the Securities in the manner contemplated in the Prospectus, or (iv) if there has occurred
a suspension or material limitation in trading in securities generally on the New York Stock Exchange, London Stock Exchange or
any other stock exchange on which the Company’s or the Guarantor’s securities are listed, or (v) if there has occurred
a suspension or material limitation in trading the Company’s or the Guarantor’s securities on the New York Stock Exchange
or the London Stock Exchange, or (vi) if there has occurred a material adverse change in the financial markets in the United States
or in the international financial markets in the judgment of the Representatives after consultation with the Company, or (vii)
if a banking moratorium on commercial banking activities has been declared by the relevant authorities in New York or London, or
a material disruption in commercial banking or securities settlement or clearance services in the United States or the United Kingdom
has occurred, or (viii) if there has occurred a change or development involving a prospective change in the United States or the
United Kingdom taxation which has, or will have, a material adverse effect on the Company, the Guarantor or the Securities or the
transfer thereof, or (ix) if there is any lowering of the rating of any of the Company’s or the Guarantor’s debt securities,
preference shares, American depositary shares representing preference shares or American depositary receipts evidencing American
depositary shares representing preference shares, or a public announcement that such rating is under surveillance or review, with
possible negative implications, in each case, by Moody’s Investors Service, Inc., Standard and Poor’s Rating Services,
a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(b) If this Agreement is terminated pursuant
to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other party except as provided in
Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and 14 shall remain in
effect.
12. In all dealings hereunder, the Representatives
of the Underwriters of the Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Representatives as set forth in the Pricing Agreement; and if to the Company or the Guarantor shall be delivered
or sent by mail, telex or facsimile transmission to the address of the Company or the Guarantor set forth in the Registration Statement,
Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire,
or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any
such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This Agreement and any Pricing Agreement
shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantor and their respective successors.
Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters, the Company and the Guarantor and their respective successors and the controlling
persons and officers, directors and authorized representative of the Company and the Guarantor referred to in Section 8 and their
heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing
Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions and provisions
hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Guarantor and
their respective successors, and said controlling persons and officers, directors and authorized representative of the Company
and the Guarantor and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser
of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) Each of the Company and the
Guarantor irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against
it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the
Pricing Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in
the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of
each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
and in respect of its properties, assets and revenues.
(b) Each of the Company and the Guarantor
hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto), currently
of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee and agent to take process,
receive and forward process or to be served with process for and on its behalf of any and all legal process, summons, notices and
documents which may be served in any such action, suit or proceeding brought in any such United States or State court which may
be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason
such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and the Guarantor agree to
designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory
to the Representatives. The Company further hereby irrevocably consents and
agrees to the service of any and all legal process, summons,
notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon
the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall for
any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered
or certified air mail, first class, postage prepaid, to each of them at their respective addresses specified in or designated pursuant
to this Agreement. Each of the Company and the Guarantor agrees that the failure of any such designee, appointee and agent to give
any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in
any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve
any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions, and in any manner, as
may be permitted by applicable law. Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid
actions, suits or proceedings arising out of or in connection with this Agreement or the Pricing Agreement brought in the United
States federal courts or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
15. Each Underwriter severally represents
and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances
in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions
of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom.
16. In relation to each Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”),
each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive
is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will
not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation
to the Securities which has been approved by the competent authority in that Relevant Member State or where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of
Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the
Underwriters; or (c) in any other circumstances falling under
Article 3(2) of the Prospectus Directive, provided that no such offer of Securities requires the Company or any Underwriter to
publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 16 of this Agreement,
the expression “an offer of Securities to the public” in relation to any Securities in any Relevant Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered
so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State
by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.
17. Each of the Company and the Guarantor
hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the Underwriters and
any affiliate through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as
an agent or fiduciary of the Company or the Guarantor and (c) the Company’s and the Guarantor’s engagement of the Underwriters
in connection with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, each of the Company and the Guarantor agrees that it is solely responsible
for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is
currently advising the Company or the Guarantor on related or other matters). Each of the Company and the Guarantor agrees that
it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or
similar duty to the Company or the Guarantor, in connection with such transaction or the process leading thereto.
18. Time shall be of the essence of each
Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington,
D.C. is open for business.
19. This Agreement and each Pricing
Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict
of laws provisions thereof. Specified times of day refer to New York City time.
20. This Agreement may be executed in
one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute
one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer or the Guarantor
and the Underwriters, each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject
to the exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Issuer or the Guarantor to such Underwriter
under this Agreement, 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 Issuer, the Guarantor or another person (and the
issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability;
and/or
(iv) the amendment or alteration of 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
Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
“Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the
UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in Powers” means
any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant Resolution Authority”
means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Issuer or the Guarantor.
“Write-down and Conversion Powers”
means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right
had been exercised under it or to suspend any obligation in respect of that liability.
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If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof.
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Very truly yours, |
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LLOYDS BANK plc,
as Issuer |
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By: |
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Name: |
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Title: |
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LLOYDS BANKING GROUP plc,
as Guarantor |
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By: |
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Name: |
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Title: |
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Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
ANNEX I
Pricing Agreement
[Names of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________ __, ____
Ladies and Gentlemen:
Lloyds Bank plc, a public limited company
incorporated under the laws of England, and registered in, England (the “Company”), proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting Agreement”),
between the Company, Lloyds Banking Group plc, as guarantor (the “Guarantor”) and the several Underwriters signatories
thereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers
procured by them, the securities specified in Schedule II hereto (the “Securities”) to be guaranteed by the
Guarantor. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall
be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure
Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date
of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case
may be, relating to the Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated
to act on behalf of the Underwriters of the Securities pursuant to Section 12 of the Underwriting Agreement and the address of
the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement,
or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set
forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company
agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and the Guarantor agrees to guarantee,
and each of the Underwriters agrees, severally and not jointly, to purchase
from the Company, or to procure purchasers to purchase from
the Company, at the Purchase Price at the Time of Delivery (each as defined in Schedule II hereto), the principal amount of Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company and the Guarantor. It is
understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set
forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request,
but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, |
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LLOYDS BANK plc
as Issuer |
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By: |
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Name: |
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Title: |
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LLOYDS BANKING GROUP plc,
as Guarantor |
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By: |
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Name: |
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Title: |
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left blank.]
Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
SCHEDULE I
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Principal Amount of
Securities to be Purchased |
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| [Names of Representatives] |
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[ ] |
| [Names of other Underwriters] |
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[ ] |
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Total: |
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[____] |
SCHEDULE II
Capitalized terms used herein, unless
otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Securities:
[ ]% [Subordinated Debt Securities] due
[ ]
Aggregate Principal
Amount:
$[ ] principal amount of the Securities
Price to Public:
[ ]% of the principal amount of the Securities
Purchase Price by
Underwriters:
[ ]% of the principal amount of the Securities
Underwriting Commission:
[ ]%
Form of Securities:
Book-entry only form represented
by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société
anonyme, as the case may be.
Specified Funds
for Payment of Purchase Price:
Wire transfer of immediately available funds
Time of Delivery:
[ ] [a.m./p.m.] (New York time), ________
__, ____
Applicable Time:
[ ] [a.m./p.m.] (New York time), ________
__, ____
Indenture:
Indenture dated as of [ ] among
the Company, as Issuer, the Guarantor, as Guarantor, and The Bank of New York Mellon, as Trustee.
Maturity:
________ __, ____
Interest Rate:
[ ]%
Interest Payment
Dates:
Interest will be paid on the Securities
on ________ ___ and ________ ___ of each year, commencing __________ __, ____.
Interest Record
Dates:
Interest will be paid on the Securities
to holders of record of each Security in respect of the principal amount thereof outstanding as at [·]
and [·] of each year immediately preceding the Interest Payment Dates on [·]
and [·], respectively.
Redemption Provisions:
The Securities may be redeemed as described
in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing Location
for Delivery of Securities:
Offices of Davis Polk & Wardwell
London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names and Addresses
of Representatives:
Designated Representatives:
Addresses for Notices:
[Add Ratings and CUSIP/ISIN:
[·] [·]]
Stock Exchange Listing:
The [New York Stock Exchange]
Guarantee
The Guarantor will fully and unconditionally
guarantee due and punctual payment in full to the holders of the Securities.
Other Terms:
The Securities will have additional
terms as more fully described in the Disclosure Package and the Prospectus.
The issuer has filed a registration statement
(including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you request it by calling [Representative] at toll free [·].
ANNEX II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO BE PROVIDED]
FORM OF DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO BE PROVIDED]
ANNEX IV
OPINION OF
CMS
Cameron McKenna LLP, SCOTTISH COUNSEL
TO THE GUARANTOR
[TO BE PROVIDED]
ANNEX V
OPINION OF LINKLATERS LLP,
ENGLISH COUNSEL TO THE COMPANY
[TO BE PROVIDED]
ANNEX VI
OPINION AND DISCLOSURE LETTER OF Allen & Overy LLP,
U.S. COUNSEL FOR THE UNDERWRITERS
[TO BE PROVIDED]
Exhibit 1.6
LLOYDS
BANKING GROUP PLC
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
CAPITAL SECURITIES
UNDERWRITING AGREEMENT
DATED: [
]
LLOYDS
BANKING GROUP plc
Form of Underwriting
Agreement
[Names of Representatives]
[Addresses of Representatives]
As Representatives of the several
Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$[ ]
[ ]% Capital Securities due _____
__________
__, ____
[NAMES OF REPRESENTATIVES]
Ladies and Gentlemen:
From time
to time Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”),
proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting
the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers
procured by them, certain of the Company’s capital securities specified in Schedule II to such Pricing Agreement (with respect
to such Pricing Agreement, the “Securities”) and convertible in accordance with their terms into the ordinary
shares of the Company (the “Conversion Securities”).
The terms
of, and rights attached to, any particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto
and in or pursuant to a capital securities indenture (the “Indenture”) between the Company and The Bank of
New York Mellon, as trustee (“Trustee”). The offering of the Securities will be governed by this Agreement,
as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this
Agreement shall be deemed to incorporate the Pricing Agreement.
1. Particular
sales of the Securities may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them,
for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto
will act as representatives (the “Representatives”). The term “Representatives” also refers
to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Agreement shall not be construed as an obligation of the Company to sell
any of the Securities or as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The
obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase, or
procure purchasers for, any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of such
Securities, any option to purchase additional
Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the
names of the Underwriters of such Securities, the names of the Representatives of such Underwriters and the principal amount of
such Securities to be purchased by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date,
time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus
with respect thereto) the terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts),
and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall
be several and not joint.
The Company
has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf
registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933
Act”) on Form F-3 (No. 333-[·]) and related preliminary prospectus for
the registration of, among other securities, certain debt securities of the Company, including the Securities and the Conversion
Securities, in accordance with the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder (the
“1933 Act Regulations”).
The registration
statement on Form F-3, as amended to the date on which it became effective prior to the date of this Agreement (including any
prospectus supplement relating to the Securities and any other information, if any, deemed to be part of such registration statement
pursuant to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all
documents, if any, incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement”
and the “Prospectus”, respectively, except that (i) if any revised prospectus or prospectus supplement
shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from
the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised
prospectus is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus”
shall refer to such revised prospectus or include such prospectus supplement, as the case may be, from and after the time such
revised prospectus or prospectus supplement is first provided to the Underwriters for such use, and (ii) if the Company files
any documents pursuant to Section 13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”),
after the Registration Statement became effective and prior to the termination of the offering of the Securities by the Underwriters,
which documents are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into
the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus” shall refer to said
prospectus as modified to include the documents so filed from and after the time said documents are filed with or furnished to
the Commission. The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including any
preliminary prospectus supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set forth in
Rule 405 of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” means (i) any material that
satisfies the conditions set forth in Rule 433 of the 1933 Act
Regulations and (ii) any roadshow presentation, including any Bloomberg
roadshow presentation. The term “Disclosure Package” means (i) the Preliminary Prospectus, if any, and otherwise
the Prospectus, (ii) any Issuer Free Writing Prospectuses identified in Annex II hereto, (iii) the final term sheet prepared and
filed pursuant to Section 5(d) of this Agreement (the “Term Sheet”) and (iv) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable
Time” means the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company
and the Representatives.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time,
and as of the Time of Delivery referred to in Section 4 hereof that:
(a) An
“automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act) on Form F-3 in respect of the
Securities and the Conversion Securities (File No. 333-[·]) (i) has been prepared
by the Company in conformity with the requirements of the 1933 Act Regulations, (ii) has been filed with the Commission under
the 1933 Act not earlier than the date that is three years prior to the Time of Delivery (as defined in Section 4 hereof) and
(iii) upon its filing with the Commission, automatically became and is effective under the 1933 Act.
(b) The
Commission has not issued any order preventing or suspending the effectiveness of the Registration Statement or any part thereof
or preventing or suspending the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering
has been, to the Company’s knowledge, instituted or threatened by the Commission. The Commission has not issued any order
directed to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus, and,
to the Company’s knowledge, no proceeding has been instituted or threatened by the Commission with respect to any document
incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus. The Commission has not notified
the Company of any objection to the use of such Registration Statement or any post-effective amendment thereto.
(c) The
Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations)
and has not been, and continues not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations),
in each case at all times relevant under the 1933 Act in connection with the offering of the Securities.
(d) The
Registration Statement conformed on the date on which it became effective and conforms, and any amendment to the Registration
Statement filed after the date hereof will conform, in all material respects to the requirements of the 1933 Act and the 1933
Act Regulations. The most recent Preliminary Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement
thereto, will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations when they become
effective or are filed with the Commission. The documents incorporated by reference in the Registration Statement, the Disclosure
Package, and the most recent Preliminary Prospectus, if any, or Prospectus, when
they became effective or were filed with the
Commission, as the case may be, conformed in all material respects, to the requirements of the 1933 Act, the 1934 Act or with
the Trust Indenture Act (as defined below), as applicable, and the 1933 Act Regulations, and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform, in all material respects to the requirements of the 1933 Act
or the 1934 Act, as applicable, and the 1933 Act Regulations; provided, however, that the representations and warranties
in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility (the
“Form T-1”) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
of the Trustee.
(e) The
Registration Statement did not, as of the date on which it became effective, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement
in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf
of any Underwriter specifically for inclusion therein.
(f) Each
of (a) the Disclosure Package and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure
Package did not, as of either the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section
4), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein; provided, further that the representations and warranties in this subsection shall not apply to the Form T-1 of
the Trustee.
(h) The
audited consolidated financial statements (in conjunction with the notes thereto) of the Company included in the Disclosure Package
and Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiary undertakings
for the periods specified. The audited consolidated annual financial statements of the Company for the financial years ended December
31, 2015, 2014 and 2013, and the results of their operations and cash flows for each of the three years ended December 31, 2015,
2014 and 2013 were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board.
(i) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
except as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations of the Company and its subsidiaries considered as one enterprise.
(j) The
Company (A) has been duly incorporated in Scotland and is validly registered under the laws of Scotland; (B) has the requisite
corporate power and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate
power and authority to execute and deliver the Indenture and to issue the Securities and, in each case, to perform its obligations
hereunder and thereunder; (C) has the corporate power and authority to conduct its business through its subsidiaries as described
in the Disclosure Package and the Prospectus; and (D) has duly authorized, executed and delivered this Agreement and the Pricing
Agreement and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the Company enforceable
in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as
to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights generally and to general equity principles.
(k) The
Indenture has been duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(l) The
forms of the Securities have been duly authorized and established in conformity with the provisions of the Indenture and, when
the Securities have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly
paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.
(m) The
Indenture and the Securities will conform in all material respects to the descriptions thereof contained in the Disclosure Package
and the Prospectus.
(n) The
Company had, at the date indicated, the duly allotted and issued share capital as set forth in the condensed consolidated statement
of changes in shareholders’ equity included or incorporated by reference in the Disclosure Package and the Prospectus; all
of the issued share capital of the Company has been duly and validly allotted and issued and is fully paid and non-assessable;
and the Conversion Securities will conform, when issued, in all material respects to the descriptions thereof contained in the
Disclosure Package and the Prospectus, as amended or supplemented to such date.
(o) The
Company has taken all necessary action to approve and authorize the issue of the Conversion Securities upon conversion of the
Securities, and, when issued upon the
conversion of the Securities in accordance with the terms of the Indenture, the Conversion
Securities shall be duly and validly authorized, issued and fully paid and will not be subject to calls for further funds or preemptive
rights.
(p) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the
United Kingdom having jurisdiction over the Company required for the consummation by the Company of the transactions contemplated
by this Agreement or the Pricing Agreement or to permit the Company to effect interest payments in U.S. dollars on the Securities
in accordance with the terms of the Indenture have been obtained and are in full force and effect, except as may be required by
U.S. state securities laws (the “Blue Sky laws”).
(q) The
execution, delivery and performance of this Agreement, the Pricing Agreement and the Indenture, the allotment, issuance, authentication,
sale and delivery of the Securities, the issuance of the Conversion Securities upon the conversion of the Securities, and the
compliance by the Company with the respective terms thereof, and the consummation of the transactions contemplated hereby and
thereby, will not conflict with or result in a breach under any agreement or instrument to which the Company is a party or by
which the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action result
in any violation of (1) the provisions of the Memorandum and Articles of Association of the Company or (2) any statute or any
order, filing, rule or regulation of any United States, English or Scottish court or governmental agency or regulatory body having
jurisdiction over the Company except for any such violation in (2) above that would not, individually or in the aggregate, have
a material adverse effect on the condition, financial or otherwise, or on the results of operations or the business of the Company
and its subsidiaries considered as one enterprise.
(r) The
Company is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described
in the Prospectus and the Disclosure Package, will not be, required to register as an “investment company,” as defined
in the Investment Company Act of 1940, as amended.
(s) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which
is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed therein).
(t) The
consolidated capitalization of the Company and its subsidiaries set forth in the Disclosure Package and Prospectus is true and
correct as of the dates specified therein.
(u) PricewaterhouseCoopers
LLP (the “Independent Accountants”), who have certified the consolidated financial statements of the Company
and its subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference
in the Registration Statement, the Disclosure Package and the Prospectus, were at the time of certifying such financial statements,
independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
(v) The
Company has an effective system of internal controls over financial reporting so as to satisfy the requirements of section 404
of the U.S. Sarbanes Oxley Act of 2002 on the basis set forth in the Company’s most recent annual report filed on Form 20-F,
and to otherwise provide reasonable assurances that (i) transactions are executed in accordance with management’s general
or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS (as adopted by the European Union) and to maintain accountability for assets, (iii) access to assets is permitted only
in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(w) Save
as disclosed in the Disclosure Package, the Company has not during the past five years, had any (i) material weaknesses in their
internal controls over financial reporting (whether or not remediated) or (ii) changes in its internal controls over financial
reporting that has materially adversely affected, or would be reasonably likely to materially adversely affect, its internal controls
over financial reporting. The Company has not had during the past five years, any fraud that involves any current member of management
of the Company and no material fraud that involves any employee of the Company or (so far as the Company is aware) of any subsidiary.
(x) None
of the Company or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently
subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which
the Company or any of its affiliates is subject; and the Securities are not being issued for the purpose of funding any operations
in, financing any investment or activities in or making any payments to any country or to any person in contravention of prevailing
U.S. sanctions administered by OFAC.
(y) Except
as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries or, to the knowledge
of the Company and each of its subsidiaries, any director, officer, agent, employee or other person associated with or acting
on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that could result
in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder
(the “FCPA”) (including, without limitation, making use of the mail or any means or instrument of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA), the U.K. Bribery Act 2010 or
any similar law or regulation, to which the Company, any subsidiary thereof, any director, officer, agent, employee of the Company
or any subsidiary thereof may be subject. The Company and each subsidiary thereof have conducted their businesses in compliance
with the FCPA, the U.K. Bribery Act 2010 and any applicable similar law or regulation and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(z) The
operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company and its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company
and its subsidiaries, threatened.
3. Upon
the execution of the Pricing Agreement applicable to any Securities and authorization by the Representatives of the release of
such Securities, the Underwriters, acting severally, propose to offer such Securities for sale upon the terms and conditions set
forth in the Prospectus (as amended or supplemented).
4. The
Securities to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement
relating thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request
upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives
for the account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters,
of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance
with the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such
other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Securities.
5. The
Company agrees with each of the Underwriters of any Securities that:
(a) The Company will notify the Representatives
promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration Statement,
the Disclosure Package, the Prospectus, the offering of the Securities or the issuance of the Conversion Securities upon the conversion
of the Securities, and (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or suspending or preventing the use of any Preliminary Prospectus, if any, Disclosure Package, the Prospectus or the initiation
of any proceedings for such purpose or the issuance by the Commission of any notice of objection to the use of the Registration
Statement or any post-effective amendment thereto or any request by the Commission for the amending or supplementing of the Registration
Statement, the Prospectus, the Disclosure Package or any Free Writing Prospectus. The Company will make every reasonable effort
to prevent the issuance of any such stop order and, if any stop order or notice of objection is issued, to obtain the lifting thereof
at the earliest possible moment.
(b) If
at any time prior to the Time of Delivery, any event occurs as a result of which the Disclosure Package would then include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the Company will (i) promptly notify the Representatives
so that any use of the Disclosure Package may cease until it is
amended or supplemented; (ii) amend or supplement the Disclosure
Package to correct such statement or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply any
such amendment or supplement to the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations),
file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the 1934 Act and will give the Representatives notice of its intention to file any amendment to the Registration Statement or
any amendment or supplement to the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for
use by the Underwriters in connection with the offering of the Securities which differs from the Prospectus, whether or not such
revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably
practicable, will furnish the Representatives with copies of any such amendment or supplement a reasonable amount of time prior
to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus
without prior consultation with the Representatives, if such prior consultation is reasonably practicable.
(d) The
Company will prepare Term Sheets, containing solely a description of the final terms of the Securities and the offering thereof,
in a form approved by the Representatives and will file each Term Sheet not later than the time required by Rule 433(d) of the
1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933
Act Regulations not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery
of the Pricing Agreement relating to the Securities.
(f) If
required by Rule 430B(h) of the 1933 Act Regulations, the Company will prepare a prospectus and file such prospectus pursuant
to Rule 424(b) of the 1933 Act Regulations not later than may be required by such Rule.
(g) The
Company will deliver to each Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration
Statement).
(h) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing
Prospectus (including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably
request, and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York
time) on the second business day prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering and sale of the Securities
and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not
misleading, or, if for any reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply
with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to each
Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required
to deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales
of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933
Act Regulations) at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request
but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request
of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) The
Company agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Representatives,
and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case
may be) the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that
would constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company
under Rule 433 of the 1933 Act Regulations, other than the information contained in the Term Sheets; provided, however,
that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing
Prospectuses included in Annex II hereto. Any such free writing prospectus consented to by the parties is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as
the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(j) The
Company will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as the Representatives may request; provided, however,
that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a
consolidated basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder
(including, at the option of the Company, Rule 158 of the 1933 Act Regulations).
(l) During
the period beginning from the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery,
the Company will not offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States,
any securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar
to such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial
paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement, without the prior written
consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The
Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV, or Clearstream
Banking, société anonyme, as the case may be.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment date under the terms of the Securities, the Securities will
be listed on a “recognised stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable,
application will be made to list the Securities on such recognised stock exchange.
(o) The
Company will apply the net proceeds from the sale of the Securities as set forth in the Prospectus.
(p) Prior to the issuance of the Securities
and the Conversion Securities, the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications
and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required for the
valid issuance of the Securities and the Conversion Securities and to permit the Company to make interest payments on the Securities
in U.S. dollars.
6. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture and the Securities, including
(i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, any Issuer Free Writing
Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto) and the cost of furnishing
copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement, the Indenture and the
blue sky survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the Securities
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the
Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case
may be, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s counsel and accountants;
(v) the qualification of the Securities under the applicable securities laws in accordance with the provisions of Section 5(j)
hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith in an aggregate
amount not in excess of $5,000 with respect to a particular issue of the Securities and in connection with the preparation of any
blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue sky survey, if any;
(vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and listing fees in connection
with the listing of the Securities or the Conversion Securities, if any, on a stock exchange and the clearance and settlement of
the Securities or the Conversion Securities through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, société
anonyme, as the case may be; (ix) any fees charged by securities rating services
for
rating the Securities; (x) the fees and expenses incurred in connection with the filing of any materials with the Financial Industry
Regulatory Authority (“FINRA”), if any; (xi) any fees associated with a Bloomberg roadshow presentation; (xii)
any United Kingdom stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom or any political subdivision
thereof upon the original issuance by, or on behalf of, the Company of the Securities, the initial delivery of the Securities,
the deposit of the Securities with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société
anonyme, as the case may be, the purchase by the Underwriters of the Securities pursuant to this Agreement, the sale and delivery
of the Securities by the Underwriters to the initial purchasers thereof, and the execution and delivery of this Agreement, the
Pricing Agreement and the Indenture, and the creation, issue or delivery by the Company of the Conversion Securities; (xiii) the
fees and expenses of the Trustee and any authorized agent of the Trustee, and the reasonable fees and disbursements of counsel
for the Trustee in connection with the Indenture and the Securities; and (xiv) any value added taxes payable in the United Kingdom
in respect of any of the above expenses; provided that the Company shall have no liability under this Agreement for any amounts
in respect of tax incurred by any of the Underwriters on its actual net income, profits or gains or on any value added tax or
similar tax imposed which is recoverable by the Underwriter.
[If this Agreement is terminated
by the Representatives in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix) hereof, the Company shall
reimburse the Underwriters for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the
Underwriters, unless otherwise agreed by the parties.]
7. The
obligations of the Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in
the discretion of the Representatives, to the condition that all representations and warranties of the Company in or incorporated
by reference in the Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for such Securities,
true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed,
and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice
of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the 1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations;
the Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations
shall have been transmitted to the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case,
prior to the Time of Delivery the Company shall have provided evidence satisfactory to the Representatives of such timely filing;
and no stop order suspending or preventing the use of the
Prospectus or any Issuer Free Writing Prospectus shall have been initiated
or threatened by the Commission; and all requests for additional information on the part of the Commission have been complied
with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinion and disclosure letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for
the Company, with respect to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company, with respect to the
matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion, dated as of the Time of Delivery, of Linklaters LLP, English solicitors to the Company, with respect to the matters set
forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The
opinion and disclosure letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters,
with respect to the matters set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (the “Independent
Accountants”) shall have furnished to the Representatives a letter, delivered at a time prior to the execution of the
Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’ “comfort
letters” and otherwise in form and substance satisfactory to the Representatives.
(d) The
Independent Accountants shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that
it reaffirms the statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off”
date referred to therein shall be a date not more than three business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange
specified therein.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results of operations
of the Company and its subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate
of the Company executed on its behalf by an officer of the Company, dated as of the Time of Delivery, to the effect that (i) the
representations and warranties in Section 2 hereof are true and correct in all material respects as though expressly made at and
as of the Time of Delivery; (ii) the Company has complied in all material respects with all agreements hereunder and satisfied
in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Time of Delivery;
and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge of the
Company, no proceedings for that purpose have been initiated or threatened by the Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of the
Company, stating that to the best knowledge and belief of the two authorized officers signing such certificate after reasonable
inquiry, the issue and sale of the Securities in the manner contemplated in the Disclosure Package and Prospectus do not and will
not result in a breach, default or acceleration of any payment or amount under any contract, agreement or undertaking to which
the Company or any of its subsidiaries is a party (or by which any such entity is bound), which breach, default or acceleration
would have a material adverse effect on the Company and its subsidiaries taken as a whole.
(h) There
shall not have occurred any lowering of the rating of any of the Company’s securities by Moody’s Investors Service,
Inc., Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall
not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition
specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the
Underwriters, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the
Time of Delivery.
8. (a) The
Company agrees to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers
and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus,
the Preliminary Prospectus, if any, the
Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or
any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements
of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
clause (i) or (ii) above;
provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), the Prospectus, the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or
any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, its directors, each of the officers
of the Company who signed the Registration Statement, the Company’s authorized representative in the United States and each
person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), the Prospectus, any related preliminary prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly
for use in the Registration Statement (or any amendment thereto), or the Prospectus or such preliminary prospectus (or any amendment
or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party
shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above,
counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to
Section 8(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the indemnified party. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering
of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall, if permitted by applicable law, contribute to
such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts, concessions and commissions received by such Underwriters. The
relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand
or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The obligations of the Underwriters of Securities in this subsection (e) to contribute are several in proportion to their respective
underwriting obligations with respect to such Securities and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated
to purchase under this Agreement and the Pricing Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or
any other underwriters, to purchase, or procure purchasers for, all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if the Representatives shall not have
completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the
Time of Delivery, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations
of all non-defaulting Underwriters, or
(b) if
the number of Defaulted Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers
for at the Time of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of
any non-defaulting Underwriter.
No action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event
of any such default which does not result in a termination of the relevant Pricing Agreement, either the Representatives or the
Company shall have the right to postpone the Time of Delivery for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery
of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The
Representatives may terminate this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery
(i) if there has been, since the date of the Pricing Agreement or the respective dates as of which information is given in the
Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated therein, any
material adverse change in the condition, financial or otherwise, or in the results of operations, of the Company and its subsidiaries
considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities involving the United States
or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency or war, or (iii) the
occurrence of another calamity or crisis or any change in financial, political or economic conditions or currency exchange rates
or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in clauses (ii) and
(iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable or inadvisable
to market the Securities or enforce contracts for the sale of the Securities in the manner contemplated in the Prospectus, or
(iv) if there has occurred a suspension or material limitation in trading in securities generally on the New York Stock Exchange,
London Stock Exchange or any other stock exchange on which the Company’s securities are listed, or (v) if there has occurred
a suspension or material limitation in trading the Company’s securities on the New York Stock Exchange or the London Stock
Exchange, or (vi) if there has occurred a material adverse change in the financial markets in the United States or in the international
financial markets in the judgment of the Representatives after consultation with the Company, or (vii) if a banking moratorium
on commercial banking activities has been declared by the relevant authorities in New York or London, or a material disruption
in commercial banking or securities settlement or clearance services in the United States or the United Kingdom has occurred,
or (viii) if there has occurred a change or development involving a prospective change in the United States or the United Kingdom
taxation which has, or will have, a material adverse effect on the Company or the Securities or the transfer thereof, or (ix)
if there is any lowering of the rating of any of the Company’s debt securities, preference shares,
American depositary shares
representing preference shares or American depositary receipts evidencing American depositary shares representing preference shares,
or a public announcement that such rating is under surveillance or review, with possible negative implications, in each case,
by Moody’s Investors Service, Inc., Standard and Poor’s Rating Services, a division of the McGraw-Hill Companies,
Inc., or Fitch Ratings, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party
to any other party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of
Sections 6, 8, 10 and 14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Securities shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose
in the Pricing Agreement.
All statements,
requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company
shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration
Statement, Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof
shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’
Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and
their respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors
and the controlling persons and officers, directors and authorized representative of the Company referred to in Section 8 and
their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or
any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and
their respective successors, and said controlling persons and officers, directors and authorized representative of the Company
and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) The
Company irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against
it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the
Pricing Agreement may be brought in the courts of the State of New York or the courts of the United
States of America located
in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto),
currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee and agent to take
process, receive and forward process or to be served with process for and on its behalf of any and all legal process, summons,
notices and documents which may be served in any such action, suit or proceeding brought in any such United States or State court
which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for
any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate
a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory
to the Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof
upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall
for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by
registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses specified in or
designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any
notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any
action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve
any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions, and in any manner, as
may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Agreement or the Pricing Agreement brought in the United States federal courts or the
courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that:
(a) it has
only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”))
received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does
not apply to the Company; and
(b) it has
complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA)
with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
16. In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”),
it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication
of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State
or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified investor
as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined
in the Prospectus Directive), subject to obtaining the prior consent of the Underwriters; or (c) in any other circumstances falling
under Article 3(2) of the Prospectus Directive, provided that no such offer of Securities requires the Company or any Underwriter
to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 16 of this Agreement,
the expression “an offer of Securities to the public” in relation to any Securities in any Relevant Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered
so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State
by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure
in each Relevant Member State.
17. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this
Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate
through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or
fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process
leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it
is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters
has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that
the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
18. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
19. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without
reference to conflict of laws provisions thereof. Specified times of day refer to New York City time.
20. This
Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts
taken together shall constitute one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters,
each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of
Bail-in Powers by the Relevant Resolution Authority, and 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 the Company
to such Underwriter under this Agreement, 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 Company or another
person (and the issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and/or
(iv) the
amendment or alteration of 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 Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from
time to time in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the Company.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
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If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof.
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Very truly
yours, |
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LLOYDS BANKING
GROUP plc |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
ANNEX I
Pricing
Agreement
[Names
of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________
__, ____
Ladies and
Gentlemen:
Lloyds Banking
Group plc, a public limited company incorporated under the laws of Scotland, and registered in, Scotland (the “Company”),
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting
Agreement”), between the Company and the several Underwriters signatories thereto, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified
in Schedule II hereto (the “Securities”). Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined),
as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure
Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Securities which are the subject
of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities
pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are
set forth at the end of Schedule II hereto.
An amendment
to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to
the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and
each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase
from the Company, at the Purchase Price at the Time of Delivery (each as
defined in Schedule II hereto), the principal amount
of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing
is in accordance with your understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly
yours, |
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LLOYDS BANKING
GROUP plc |
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Accepted as
of the date hereof:
[names of Representatives]
For themselves and as Representatives
of the several Underwriters
SCHEDULE
I
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Principal Amount of
Securities to be Purchased |
| [Names of Representatives] |
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| [Names of other Underwriters] |
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Total: |
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[_____] |
SCHEDULE
II
Capitalized
terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title
of Securities:
[ ]% [Capital
Securities] due [ ]
Aggregate
Principal Amount:
$[ ] principal
amount of the Securities
Price
to Public:
[ ]% of the
principal amount of the Securities
Purchase
Price by Underwriters:
[ ]% of the
principal amount of the Securities
Underwriting
Commission:
[ ]%
Form
of Securities:
Book-entry
only form represented by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream
Banking, société anonyme, as the case may be.
Specified
Funds for Payment of Purchase Price:
Wire transfer
of immediately available funds
Time
of Delivery:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Applicable
Time:
[ ] [a.m./p.m.]
(New York time), ________ __, ____
Indenture:
Capital
Securities Indenture dated as of [ ] between the Company and The Bank of New York Mellon, as Trustee.
Issue
Date:
[●]
Maturity
Date:
The Capital
Securities are perpetual securities and have no fixed maturity date.
Interest
Rate:
[ ]%
Interest
Payment Dates:
Interest
will be paid on the Securities on ________ ___ and ________ ___ of each year, commencing __________ __, ____.
Interest
Record Dates:
Interest
will be paid on the Securities to holders of record of each Security in respect of the principal amount thereof outstanding as
at [·] and [·] of each year immediately
preceding the Interest Payment Dates on [·] and [·],
respectively.
Redemption
Provisions:
The Securities
may be redeemed as described in the Prospectus.
Sinking
Fund Provisions:
No sinking
fund provisions.
Closing
Location for Delivery of Securities:
Offices
of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names
and Addresses of Representatives:
Designated
Representatives:
Addresses
for Notices:
[Add Ratings
and CUSIP/ISIN:
[·] [·]]
Stock
Exchange Listing:
The [New
York Stock Exchange]
Other
Terms:
The
Securities will have additional terms as more fully described in the Disclosure Package and the Prospectus.
The issuer
has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling [Representative] at toll free [·].
ANNEX
II
Issuer
Free Writing Prospectuses Included in Disclosure Package
ANNEX III
FORM
OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
FORM
OF DISCLOSURE LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
[TO
BE PROVIDED]
ANNEX
IV
FORM
OF OPINION OF
CMS Cameron McKenna LLP, SCOTTISH COUNSEL
TO THE COMPANY
[TO
BE PROVIDED]
ANNEX
V
FORM
OF OPINION OF LINKLATERS LLP
ENGLISH COUNSEL TO THE COMPANY
[TO
BE PROVIDED]
ANNEX
VI
FORM
OF OPINION OF Allen & Overy LLP,
COUNSEL FOR THE UNDERWRITERS
[TO
BE PROVIDED]
FORM
OF DISCLOSURE LETTER OF
Allen & Overy
LLP
COUNSEL FOR THE UNDERWRITERS
[TO BE
PROVIDED]
Exhibit 1.8
LLOYDS BANK PLC
LLOYDS BANKING GROUP PLC
Medium-Term Notes, Series A
U.S. Distribution Agreement
June 2, 2016
To the Selling Agents listed on the signature pages hereof
and each person that shall have become a Selling Agent
as provided in Section 3(f) hereof:
Ladies and Gentlemen:
Lloyds Bank plc, a
public limited company incorporated and registered in England and Wales, United Kingdom (the “Issuer”), and
Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”)
each confirms its agreement with each of you (each, a “Selling Agent,” and collectively, the “Selling
Agents,” which term shall include any additional agents appointed pursuant to Section 3(f) hereof) with respect to the
issue and sale from time to time (each, an “offering”) by the Issuer of its senior notes designated as Medium-Term
Notes, Series A (the “Senior Notes”) and its subordinated notes designated as Medium-Term Notes, Series A (the
“Subordinated Notes,” and together with the Senior Notes, the “Notes”).
The Senior Notes will
be issued as senior unsecured indebtedness of the Issuer pursuant to a senior debt securities indenture, dated as of January 21,
2011, among the Issuer, the Guarantor, and The Bank of New York Mellon, as trustee (the “Trustee”) as amended
and supplemented by the first supplemental indenture dated as of June 6, 2011, the third supplemental indenture dated as of September
5, 2014, the fourth supplemental indenture for the medium-term notes, Series A dated as of September 29, 2014, the fourth supplemental
indenture dated as of March 17, 2015, the fifth supplemental indenture dated as of May 14, 2015, the sixth supplemental indenture
dated as of August 17, 2015, the seventh supplemental indenture dated as of January 22, 2016 and the eighth supplemental indenture
dated as of June 2, 2016, each among the Issuer, the Guarantor and the Trustee (as further amended and supplemented from time to
time, the “Senior Indenture”).
The Subordinated Notes
will be issued as subordinated unsecured indebtedness of the Issuer pursuant to a subordinated debt securities indenture, to be
entered into among the Issuer, the Guarantor and the Trustee prior to the issuance of Subordinated Notes (as amended and supplemented
from time to time, the “Subordinated Indenture,” and together with the Senior Indenture, the “Indentures”
and each an “Indenture”).
The Notes will be entitled
to the benefit of a full and unconditional guarantee (the “Guarantee”) by the Guarantor as set forth in the
Senior Indenture or the Subordinated Indenture, as applicable, pursuant to which the Guarantor will guarantee the obligations of
the Issuer under the Notes.
The Notes will have
the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred
to below and in Term Sheets (as defined below).
On the basis of the
representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree, upon such
appointment, to use reasonable efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Issuer at such
times and in such amounts as the Issuer shall from time to time specify. In addition, you may also purchase Notes as principal
pursuant to the terms of a terms agreement relating to such sale in accordance with the provisions of Section 3(b) hereof.
The Issuer and the
Guarantor have, as of the date hereof, prepared and filed with the Securities and Exchange Commission (the “Commission”)
a registration statement, including a prospectus, relating to the Notes and the Guarantee, in accordance with the provisions of
the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations of the Commission thereunder
(the “1933 Act Regulations”). Such registration statement, or any registration statement subsequently filed
by the Issuer and the Guarantor under which the Notes and the Guarantee will be offered and sold, including the information incorporated
by reference therein and the exhibits thereto, as amended or supplemented at any Representation Time (as hereinafter defined),
is hereinafter referred to as the “Registration Statement.” The prospectus included in the Registration Statement,
in the form in which such prospectus has most recently been filed, or transmitted for filing, with the Commission pursuant to Rule
424 under the 1933 Act, is hereinafter referred to as the “Base Prospectus.”
The Base Prospectus
has been supplemented by a prospectus supplement that describes certain terms of the Notes and the Guarantee. Such prospectus supplement,
in the form in which such prospectus supplement has most recently been filed, or transmitted for filing, with the Commission pursuant
to Rule 424 under the 1933 Act, is hereinafter referred to as the “Prospectus Supplement.” The Issuer and the
Guarantor propose to file with the Commission from time to time, pursuant to Rule 424 under the 1933 Act further supplements to
the Base Prospectus that will describe specific terms of the Notes and the Guarantee. The term “Preliminary Prospectus”
means the Base Prospectus, together with the Prospectus Supplement, any product supplement, any underlying supplement and any preliminary
pricing supplement specifically relating to a particular offering of Notes and the Guarantee as filed with, or transmitted for
filing to, the Commission pursuant to Rule 424 under the 1933 Act. The term “Prospectus” means the Base Prospectus
together with the Prospectus Supplement, any product supplement, any underlying supplement and the final pricing supplement or
supplements specifically relating to a particular offering of
Notes and the Guarantee, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424. As used herein, the
terms “Base Prospectus,” “Prospectus Supplement,” “Preliminary Prospectus,”
“Disclosure Package” (as defined below) and “Prospectus” shall include in each case the documents,
if any, incorporated by reference therein.
With respect to an
issuance of Notes through you, the term “free writing prospectus” has the meaning set forth in Rule 405 under
the 1933 Act (which term includes, without limitation, any written information furnished to the Commission by the Issuer or the
Guarantor and not incorporated by reference into the Registration Statement and any press release issued by the Issuer) prepared
by or on behalf of the Issuer and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus
that includes no “issuer information” (as defined in Rule 433(h)(2) under the 1933 Act) that was not included in a
previously filed free writing prospectus or in the Prospectus, (ii) a free writing prospectus prepared in the form of a term sheet
or preliminary pricing supplement with respect to such Notes (a “Term Sheet”) reviewed and approved by the Issuer
in advance in writing or (iii) any issuer or underwriter free writing prospectus approved by the Issuer in advance in writing;
provided, that if the Issuer or the Guarantor becomes an “ineligible issuer” or the Guarantor ceases to qualify
as a “well-known seasoned issuer,” each as defined in Rule 405 under the 1933 Act, and the Issuer or the Guarantor
have provided notice to the Selling Agents pursuant to Section 4(h), the term Permitted Free Writing Prospectus will not include
any free writing prospectus that may only be used by an issuer or guarantor that is not an “ineligible issuer” or any
free writing prospectus that may only be used by a “well-known seasoned issuer,” as applicable (in each case, an “Impermissible
Free Writing Prospectus”). “Disclosure Package” in connection with an offering means the Preliminary
Prospectus together with each Permitted Free Writing Prospectus, if any. “Applicable Time” as used herein shall
occur immediately after the time and date when the relevant Selling Agent(s) first convey(s) to purchasers the final pricing terms
for an issue of Notes set forth in the Term Sheet for such issue. The terms “supplement,” “amendment”
and “amend” as used herein shall include all documents deemed to be incorporated by reference that are filed
subsequent to the date of the Base Prospectus by the Issuer and the Guarantor with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the “1934 Act”).
1. Representations
and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants to and agrees
with you (i) as of the Commencement Date (as defined in Section 3(d)), (ii) as of each date on which the Issuer accepts an offer
to purchase Notes (including any purchase by you as principal pursuant to a Terms Agreement), (iii) as of the date the Issuer issues
and delivers Notes to you, and (iv) as of any time that the Registration Statement or Prospectus shall be amended or supplemented
(each of the times referenced above is referred to herein as a “Representation Time”), as follows, it being
understood that such representations, warranties and agreements
relate to the Registration Statement and the Prospectus, each
as amended or supplemented to each such date:
(a) The
Registration Statement (i) has been prepared by the Issuer and the Guarantor in conformity with the requirements of the 1933 Act
Regulations and (ii) has been filed with the Commission under the 1933 Act not earlier than the date that is three years prior
to the date hereof.
(b) The
Registration Statement is effective; the Commission has not issued any order preventing or suspending the effectiveness of the
Registration Statement or any part thereof or preventing or suspending the use of any Preliminary Prospectus, Disclosure Package,
Permitted Free Writing Prospectus, or the Prospectus; and no proceeding for any such purpose or pursuant to Section 8A of the 1933
Act against the Issuer or the Guarantor or related to the offering has been, to the Issuer’s and the Guarantor’s knowledge,
instituted or threatened by the Commission. The Commission has not issued any order directed to any document incorporated by reference
in the most recent Preliminary Prospectus, if any, or the Prospectus, and, to the Issuer’s and the Guarantor’s knowledge,
no proceeding has been instituted or threatened by the Commission with respect to any document incorporated by reference in the
most recent Preliminary Prospectus, if any, or the Prospectus. The Commission has not notified the Issuer or the Guarantor of any
objection to the use of such Registration Statement or any post effective amendment thereto.
(c) The
Guarantor has been, and, unless otherwise notified by the Guarantor pursuant to Section 4(h) hereof, continues to be, a “well-known
seasoned issuer” (as defined in Rule 405 under the 1933 Act Regulations) and neither the Issuer nor the Guarantor has been,
or, unless otherwise notified by the Issuer or the Guarantor pursuant to Section 4(h) hereof, continues to be, an “ineligible
issuer” (as defined in Rule 405 under the 1933 Act Regulations), in each case at all times relevant under the 1933 Act in
connection with the offering of the Notes.
(d) The
Registration Statement conformed on the date on which it became effective and conforms, and any amendment to the Registration Statement
filed after the date hereof will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations.
The Preliminary Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement thereto, will conform, in all
material respects to the requirements of the 1933 Act and the 1933 Act Regulations when they become effective or are filed with
the Commission. The documents incorporated by reference in the Registration Statement, Disclosure Package and the Preliminary Prospectus,
if any, or the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material
respects to the
requirements of the 1933 Act, the 1934 Act or the
U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), as applicable, and the rules and regulations
of the Commission under the 1934 Act (the “1934 Act Regulations”), and any further documents so filed and incorporated
by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed
with the Commission, as the case may be, will conform, in all material respects to the requirements of the 1933 Act or the 1934
Act, as applicable, and the 1933 Act Regulations and 1934 Act Regulations, as applicable; provided, however, that
the representations and warranties in this subsection shall not apply to that part of the Registration Statement that constitutes
the Statement of Eligibility (the “Form T-1”) under the Trust Indenture Act of the Trustee.
(e) The
Registration Statement did not, as of the date on which it became effective, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement
in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by or on behalf of any Selling
Agent specifically for inclusion therein.
(f) The
Disclosure Package did not, at the Applicable Time, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that no representation or warranty is made as to information contained in or omitted from the
Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by or on
behalf of any Selling Agent specifically for inclusion therein.
(g) The
Prospectus, and any amendment or supplement thereto, as of its date did not, and does not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Issuer
or the Guarantor by or on behalf of any Selling Agent specifically for inclusion therein; provided, further that
the representations and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
except as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or
otherwise, or in the results of operations of the Issuer, the Guarantor and their subsidiaries considered together as one enterprise
(“Material Adverse Change”).
(i) The
Issuer and the Guarantor have (i) been duly incorporated in and are validly registered under the laws of England and Scotland,
respectively; (ii) the requisite corporate power and authority to execute and deliver this Agreement, any Terms Agreement (as hereinafter
defined) and each Indenture and to issue the Notes or the Guarantee, as applicable, and, in each case, to perform its obligations
hereunder and thereunder; (iii) the corporate power and authority to conduct their respective businesses through their respective
subsidiaries as described in the Disclosure Package and the Prospectus; and (iv) duly authorized, executed and delivered this Agreement
and any applicable Terms Agreement, and, assuming due authorization, execution and delivery by you (or, in the case of the Terms
Agreement, the applicable Selling Agents) this Agreement and such Terms Agreement constitute the valid and legally binding agreement
of the Issuer and the Guarantor, enforceable in accordance with their terms, except as rights to indemnity or contribution, which
may be limited by applicable law, and subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, and subject to possible judicial
or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(j) Each
Indenture has been duly qualified under the Trust Indenture Act and has been or will be duly authorized, executed and delivered
by each of the Issuer and the Guarantor prior to the issuance of the relevant Notes and, assuming due authorization, execution
and delivery by the Trustee, constitutes a valid and legally binding obligation of the Issuer and the Guarantor, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability, and subject to possible judicial or regulatory actions
giving effect to governmental actions or foreign laws affecting creditors’ rights.
(k) The
forms of the Notes and the Guarantee have been duly authorized and established in conformity with the provisions of the applicable
Indenture and, when the Notes have been executed and authenticated and the Guarantee endorsed thereon in accordance with the provisions
of the applicable Indenture and delivered to and duly paid for by the purchasers thereof, (i) the Notes will be entitled to the
benefits of the applicable Indenture and will be valid and binding obligations of the
Issuer and (ii) the Guarantee will be entitled to
the benefits of the applicable Indenture and will be a valid and binding obligation of the Guarantor, each enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts
of reasonableness and equitable principles of general applicability, and subject to possible judicial or regulatory actions giving
effect to governmental actions or foreign laws affecting creditors’ rights.
(l) Each
Indenture, the Notes and the Guarantee will conform in all material respects to the descriptions thereof contained in the Disclosure
Package and the Prospectus.
(m) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the
United Kingdom having jurisdiction over the Issuer or the Guarantor required for the consummation by the Issuer or the Guarantor
of the transactions contemplated by this Agreement or any applicable Terms Agreement or to permit the Issuer or the Guarantor to
effect interest payments in U.S. dollars on the Notes in accordance with the terms of the applicable Indenture have been obtained
and are in full force and effect, except as may be required by U.S. state securities laws (the “Blue Sky laws”).
(n) The
execution, delivery and performance of this Agreement and any applicable Terms Agreement and the applicable Indenture, the issuance,
authentication, sale and delivery of the Notes and the Guarantee and the compliance by the Issuer and the Guarantor with the respective
terms thereof, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a
breach under any agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor
is bound that is material to the Issuer or the Guarantor and their subsidiaries, taken as a whole, nor will such action result
in any violation of (1) the provisions of the Memorandum and Articles of Association of the Issuer or the Guarantor or (2) any
statute or any order, filing, rule or regulation of any United States, English or Scottish court or governmental agency or regulatory
body having jurisdiction over the Issuer or the Guarantor except for any such violation in (2) above that would not, individually
or in the aggregate, have a material adverse effect on the condition, financial or otherwise, or on the results of operations or
the business of the Issuer, the Guarantor and any of their subsidiaries, together considered as one enterprise.
(o) Neither
the Issuer nor the Guarantor is, nor after giving effect to the offer and sales of the Notes and application of the proceeds thereof
as described in the Prospectus and the Disclosure Package will be,
required to register as an “investment company,”
as defined in the Investment Company Act of 1940, as amended.
(p) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Issuer or the Guarantor, threatened against or affecting the Issuer or the
Guarantor or any subsidiary, which is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed
therein).
(q) None
of the Issuer or the Guarantor or, to the knowledge of the Issuer or the Guarantor, any director, officer, agent, employee or affiliate
of the Issuer or the Guarantor is currently subject to any sanctions administered by the Office of Foreign Assets Control of the
U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, the United
Nations or any other body, governmental or other, to which the Issuer or the Guarantor or any of their respective affiliates is
subject; and the Notes are not being issued for the purpose of funding any operations in, financing any investment or activities
in or making any payments to any country or to any person in contravention of prevailing U.S. sanctions administered by OFAC.
(r) Except
as disclosed in the Disclosure Package and the Prospectus, neither the Issuer, the Guarantor nor any of their respective subsidiaries
or, to the knowledge of the Issuer, the Guarantor or each of their respective subsidiaries, any director, officer, agent, employee
or other person associated with or acting on behalf of the Issuer, the Guarantor or any of their respective subsidiaries, is aware
of or has taken any action, directly or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, or the rules and regulations thereunder (the “FCPA”) (including, without
limitation, making use of the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the
giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political
office, in contravention of the FCPA), the U.K. Bribery Act 2010 or any similar law or regulation, to which the Issuer, the Guarantor,
any subsidiary thereof, any director, officer, agent, employee of the Issuer or the Guarantor or any subsidiary thereof may be
subject. The Issuer, the Guarantor and each subsidiary thereof have conducted their businesses in compliance with the FCPA, the
U.K. Bribery Act 2010 and any applicable similar law or regulation and have instituted and maintain policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(s) The
operations of the Issuer, the Guarantor and their respective subsidiaries are and have been conducted at all times in material
compliance with the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Issuer, the Guarantor and their respective subsidiaries with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Issuer, the Guarantor or their respective subsidiaries, threatened.
Notwithstanding the
foregoing, it is understood and agreed that the representations and warranties set forth in Sections 1(d), 1(e), 1(f), 1(g), 1(k)
(except as to due authorization of the Notes and the Guarantee) and 1(n), with respect to any Notes the payments of principal or
interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange
rates, commodity prices, securities of entities affiliated or unaffiliated with the Issuer or the Guarantor, baskets of such securities,
indices or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules,
regulations or interpretations of the Commodity Futures Trading Commission.
2. Representations
and Warranties of Selling Agents. Each of the Selling Agents represents and warrants to and agrees with the Issuer and the
Guarantor, as of each date on which you solicit offers to purchase Notes following your appointment as a Selling Agent, as of each
date on which the Issuer accepts an offer to purchase Notes (including any purchase by you as principal pursuant to a Terms Agreement)
and as of each date the Issuer issues and delivers Notes:
(a) You
represent and warrant that you are actually engaged in the investment banking or securities business and that you are either (i)
a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) a foreign bank,
dealer or institution not eligible for membership in FINRA and not registered under the 1934 Act (a “non-member foreign
dealer”). If you are a member of FINRA, you represent, warrant and agree that you are fully familiar, and will comply,
with all applicable FINRA rules, including, without limitation, the requirements of FINRA Rules 2090, 2111, 5121 and 5141 or any
successor FINRA rule thereto, and you will not grant any concessions, discounts or other allowances which are not permitted by
that rule. If you are a non-member foreign dealer, you represent, warrant and agree that you will not make any sales of the Notes
in, or to nationals or residents of, the United States, its territories, or its possessions, except to the extent permitted by
Rule 15a-6 or any successor rule thereto, and that in making any sales of the Notes you are fully familiar with all applicable
FINRA rules related to sales practices, the content of marketing materials, product review and
suitability determinations as if you were a member of FINRA,
including, without limitation, the following rules (including any FINRA successor rules thereto): (i) FINRA Rules 2090, 2111, 5121
and 5141, and (ii) FINRA Rule 2040 as that rule applies to a non-FINRA member broker or dealer in a foreign country. You further
represent, by your participation in any offering of Notes, that you have filed all documents and other information required to
be filed with respect to you, any related person or any person associated with you or any such related person pursuant to Section
(b)(6) of FINRA Rule 5110 (the “Financing Rule”) as such requirements relate to such offering, including, but
not limited to information with respect to (A) any arrangement during the period beginning 180 days immediately preceding the required
filing date of an offering and through the pricing date (the “Survey Period”), which arrangement provides for
the receipt of any item of value or the transfer of any warrants, options, or other securities from the Issuer or the Guarantor
to you or your related person(s), (B) any acquisitions of unregistered equity securities of the Issuer or the Guarantor by you
or your related person(s) during the Survey Period, or (C) any new arrangement that provides for the receipt of any additional
item of value by you or your related person(s) between the pricing date of an offering and the date ending 90 days immediately
thereafter. Terms used in clauses (A), (B) and (C) of the previous sentence and not otherwise defined shall have the respective
meanings given to them in the Financing Rule.
(b) You
acknowledge that you are familiar with NASD Notice-to-Members 88-101 relating to participation by FINRA members in shelf offerings,
NASD Notice-to-Members 05-59 concerning FINRA members’ obligations when selling structured products, FINRA Notice-to-Members
10-52 applying rules regarding communication with the public and institutional sales material and correspondence to certain free-writing
prospectuses, NASD Notice-to-Members 05-26 recommending best practices for reviewing new products, FINRA’s 2013 Report on
Conflicts of Interest, FINRA Notices-to-Members 09-73, 10-09 and 10-51 concerning sales practices of structured notes, FINRA Regulatory
Notices 11-02 and 11-25 concerning know-your-customer and suitability obligations, FINRA Regulatory Notices 12-25, 12-55 and 13-31
concerning suitability obligations and NASD Notice-to-Members 03-71 concerning the sale of non-conventional investments.
(c) You
agree that in selling Notes you will comply with all applicable laws, rules and regulations regarding certain sales practice obligations
or suitability or diligence of accounts, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable 1934
Act Regulations, the applicable FINRA rules and the applicable rules and regulations of any securities exchange having jurisdiction
over the offering of the Notes, including New York Stock Exchange Rule 405.
(d) You
agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as
defined in Rule 405 under the 1933 Act) concerning the Notes, the Issuer or the Guarantor, (including without limitation any free
writing prospectus and any information furnished by the Issuer or the Guarantor but not incorporated by reference into the Preliminary
Prospectus or Prospectus) other than (i) any Preliminary Prospectus or Prospectus, (ii) any Permitted Free Writing Prospectus,
and with respect to any Permitted Free Writing Prospectus that was not included in a previously filed free writing prospectus or
in the Prospectus; you will, pursuant to reasonable procedures developed in good faith, take steps to ensure that any such Permitted
Free Writing Prospectus will not be subject to broad unrestricted dissemination, or (iii) in accordance with Section 3(e).
(e) You
represent, warrant and agree that you will not, without the prior written consent of the Issuer, use any free writing prospectus
that contains the final terms of the Notes unless such terms have previously been included in a free writing prospectus filed with
the Commission or otherwise made reasonably available to the purchasers of Notes.
(f) You
represent and warrant that you will not sell Notes to or through any dealer unless you reasonably believe it is in compliance with
the substance of the representations and warranties set forth in this Section 2 upon which the Issuer and the Guarantor are
also entitled to rely.
3. Solicitations
as Selling Agents; Purchases as Principal.
(a) Solicitations
as Selling Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers
to purchase Notes upon the terms and conditions set forth in the Disclosure Package as then amended or supplemented. The Issuer
may from time to time offer Notes for sale otherwise than through a Selling Agent and the Issuer reserves the right to sell Notes,
at any time, on its own behalf to any unsolicited purchaser, whether directly to such purchaser or through an agent for such purchaser.
Upon sale of any Notes to an unsolicited purchaser, no Selling Agent shall be entitled to any commission in respect of such sale.
The Issuer
reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Issuer, you will
forthwith suspend solicitations of offers to purchase Notes from the Issuer until such time as the Issuer has advised you that
such solicitation may be resumed. While such solicitation is suspended, neither the Issuer nor the Guarantor shall be required
to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however,
that if the Registration
Statement, Prospectus, or Prospectus Supplement is amended or
supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms
of the Notes or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase
Notes until the Issuer and the Guarantor have delivered such certificates, opinions and letters as you may request.
Without the
prior approval of the Issuer, you (acting on an agency basis) may not reallow any portion of the commission payable pursuant hereto
to dealers or purchasers in connection with the offer and sale of any Notes.
You shall
communicate to the Issuer, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should
be considered by the Issuer. The Issuer shall have the sole right to accept offers to purchase Notes and may reject any offer in
whole or in part and any such rejection will not be deemed a breach of the Issuer’s agreements contained herein. You shall
have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be
deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by
you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).
(b) Purchases
as Principal. Each sale of Notes to you as principal shall be made in accordance with the terms of this Agreement. In connection
with each such sale, the Issuer and the Guarantor will enter into a Terms Agreement that will provide for the sale of such Notes
to and the purchase thereof by you substantially in the form of Exhibit A hereto (a “Terms Agreement”).
Your commitment
to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations
and warranties of the Issuer and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth.
Each Terms Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date of
such Notes, the price to be paid to the Issuer for such Notes, the interest rate and interest rate formula, if any, applicable
to such Notes and any other terms of such Notes. A Terms Agreement may also specify certain provisions relating to the reoffering
of such Notes, as the case may be, by you.
Each Terms
Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified
in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the
payment
therefor shall be as set forth in the Administrative Procedures.
Each date of delivery of and payment for Notes to be purchased by you as principal pursuant to a Terms Agreement, as the case may
be, is referred to herein as a “Settlement Date.”
Unless otherwise
specified in a Terms Agreement, if you are purchasing Notes, as principal you may resell such Notes to other dealers, at a discount
or discounts such as you may determine and may allow all or any portion of the discount received from the Issuer in connection
with such purchases to be paid to such dealers.
(c) Administrative
Procedures. Unless otherwise agreed between the Issuer and the relevant Selling Agent in connection with a particular offering,
you and the Issuer agree to perform the respective duties and obligations specifically provided to be performed in the Administrative
Procedures (attached hereto as Exhibit B) (the “Administrative Procedures”), as amended from time to time.
The Administrative
Procedures may be permanently amended only by written agreement of the Issuer and the applicable Selling Agent.
(d) Delivery.
The documents required to be delivered by Section 5 of this Agreement as a condition precedent to your obligation to begin soliciting
offers to purchase Notes as agent of the Issuer upon appointment as a Selling Agent, shall be delivered at the office of Davis
Polk & Wardwell LLP, not later than 4:00 p.m., New York time, on the date hereof, or at such other time and/or place as you
and the Issuer may agree upon in writing, but in no event later than the day prior to the earlier of (i) the date on which you
begin soliciting offers to purchase Notes pursuant to such Offering and (ii) the first date on which the Issuer accepts any offer
by you to purchase Notes as principal. The date of delivery of such documents is referred to herein as the “Commencement
Date.”
(e) Free
Writing Prospectuses. In connection with your actions hereunder, you covenant that, unless you obtain the prior consent of
the Issuer and the Guarantor, you will not make any offer relating to the Notes that would constitute an “issuer free writing
prospectus,” as defined in Rule 433(h) under the 1933 Act, or that would otherwise constitute a free writing prospectus required
to be filed with the Commission and, following the delivery of any notification that the Issuer or the Guarantor has become an
“ineligible issuer” or the Guarantor has ceased to qualify as a “well-known seasoned issuer,” you will
not use any Impermissible Free Writing Prospectus.
(f) Additional
Selling Agents. The Issuer may from time to time appoint one or more additional financial institutions experienced in the distribution
of securities similar to the Notes (each such additional
institution herein referred to as an “Additional Selling
Agent”) as agent(s) hereunder pursuant to a letter (a “Selling Agent Accession Letter”) substantially
in the form attached hereto as Exhibit C to this Agreement, whereupon each such Additional Selling Agent shall, subject to the
terms and conditions of this Agreement and the Selling Agent Accession Letter, become a party to this Agreement as an agent, vested
with all the authority, rights and powers and subject to all the duties and obligations of a Selling Agent as if originally named
as a Selling Agent hereunder.
4. Agreements.
The Issuer and the Guarantor on the one hand, and you on the other hand, agree that:
(a) Prior
to the termination of any offering of the Notes pursuant to any Terms Agreement, neither the Issuer nor the Guarantor will file
any pricing supplement or free writing prospectus relating to the Notes or any amendment to the Registration Statement unless either
the Issuer or the Guarantor have previously furnished to you a copy thereof for your review and will not file any such proposed
supplement, amendment or free writing prospectus to which you reasonably object; provided, however, that the foregoing
requirement shall not apply to any of the Guarantor’s periodic filings with the Commission required to be filed pursuant
to Sections 13(a), 13(c), 13(f), 14 or 15(d) of the 1934 Act. Subject to the foregoing sentence, the Issuer or the Guarantor will
promptly cause each pricing supplement to be filed with or transmitted for filing to the Commission in accordance with Rule 424(b)
under the 1933 Act.
(b) The
Issuer will notify you promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration
Statement, the Disclosure Package, the Prospectus or the offering of the Notes and (ii) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus,
if any, Disclosure Package, the Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission
of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or any request by the
Commission for the amending or supplementing of the Registration Statement, the Prospectus, the Disclosure Package or any free
writing prospectus. The Issuer and the Guarantor will make every reasonable effort to prevent the issuance of any such stop order
and, if any stop order or notice of objection is issued, to obtain the lifting thereof at the earliest possible moment.
(c) If,
at any time when a Prospectus or Disclosure Package relating to the Notes is required to be delivered under the 1933 Act, any
event occurs as a result of which the Prospectus or Disclosure
Package, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances when the Prospectus or Disclosure Package,
as then amended or supplemented, is delivered to a purchaser, not misleading, or if, in your opinion or in the opinion of the Issuer
or the Guarantor, it is necessary at any time to amend or supplement the Prospectus or Disclosure Package, as then amended or supplemented,
to comply with applicable law, the Issuer or the Guarantor will immediately notify you by telephone (with confirmation in writing)
to suspend solicitation of offers to purchase Notes and, if so notified by the Issuer or the Guarantor, you shall forthwith suspend
such solicitation and cease using the Prospectus or Disclosure Package, as then amended or supplemented. If the Issuer or the Guarantor
shall decide to amend or supplement the Registration Statement, Prospectus or Disclosure Package, as then amended or supplemented,
it shall so advise you promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be
filed promptly with the Commission an amendment or supplement to the Registration Statement, Prospectus or Disclosure Package,
as then amended or supplemented, satisfactory in all respects to you, that will correct such statement or omission or effect such
compliance and will supply such amended or supplemented Prospectus or Disclosure Package to you in such quantities as you may reasonably
request. If any documents, certificates, opinions and letters furnished to you pursuant to Sections 6(a), 6(b) and 6(c) in connection
with the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the
Commission of such amendment or supplement to the Prospectus or Disclosure Package or upon the effectiveness of an amendment to
the Registration Statement, you will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision
of this Section 4(c), until the distribution of any Notes you may own as principal has been completed, if any event described above
in this paragraph (c) occurs, the Issuer or the Guarantor will either, (i) at their own expense, forthwith prepare and cause to
be filed as soon as practicable with the Commission an amendment or supplement to the Registration Statement, Prospectus or Disclosure
Package, as then amended or supplemented, satisfactory in all respects to you, will supply such amended or supplemented Prospectus
or Disclosure Package to you in such quantities as you may reasonably request and shall furnish to you pursuant to Sections 6(a),
6(b) and 6(c) such documents, certificates, opinions and letters as you may request in connection with the preparation and filing
of such amendment or supplement or (2) repurchase such Notes at the price at which they were sold.
(d) The
Issuer and the Guarantor will endeavor, in cooperation with you, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
you may designate, and will maintain such qualifications in
effect for as long as may be required for the distribution of the Notes; provided, however, that neither the Issuer
nor the Guarantor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation in
any jurisdiction in which it is not so qualified. The Issuer and the Guarantor will file such statements and reports as may be
required by the laws of each jurisdiction in which the Notes have been qualified as above provided. The Issuer and the Guarantor
will promptly advise you of receipt of any notification with respect to the suspension of the qualification of the Notes for sale
in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose. Prior to any offer for the
purchase of Notes by or through you, the Issuer and the Guarantor will endeavor to obtain the lifting of any suspension of qualification
of the Notes.
(e) The
Guarantor will make generally available to its and the Issuer’s security holders and to you as soon as practicable an earning
statement of the Guarantor and its subsidiaries on a consolidated basis (which need not be audited) complying with Section 11(a)
of the 1933 Act and the 1933 Act Regulations (including, at the option of the Guarantor, Rule 158 under the 1933 Act Regulations)
covering twelve month periods beginning, in each case, not later than the first day of the Guarantor’s fiscal quarter next
following the “effective date” (as defined in Rule 158 under the 1933 Act) of the Registration Statement with respect
to each sale of the Notes. If such fiscal quarter is the first fiscal quarter of the Guarantor’s fiscal year, such earning
statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall
be made not later than 45 days after the close of the period covered thereby.
(f) Except
as shall be agreed between the Issuer and the relevant Selling Agent(s) at the time of each offering and provided in the applicable
Terms Agreement, the Issuer will, whether or not any sale of Notes is consummated, pay all expenses incident to the performance
of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus
and all amendments and supplements thereto; (ii) the preparation, issuance and delivery of the Notes, including fees and expenses
relating to the eligibility and issuance of Notes in book-entry form and the cost of obtaining CUSIP or other identification numbers
for the Notes; (iii) the fees and disbursements of counsel to the Issuer and the Guarantor and their accountants, and of the Trustee
and its counsel and any paying agent; (iv) the qualification of the Notes under securities or Blue Sky laws in accordance with
the provisions of Section 4(d), including filing fees and the fees and disbursements of your counsel in connection therewith and
in connection with the preparation of any Blue Sky or legal investment memoranda; (v) the printing and delivery to you in quantities
as hereinabove stated of copies
of the Registration Statement and all amendments thereto and
of the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to you of copies of this Agreement,
the Indentures, and any Blue Sky or legal investment memoranda; (vii) any fees charged by rating agencies for the rating of the
Notes; (viii) the reasonable fees and disbursements of counsel to the Selling Agents, as agreed among the Issuer and the Selling
Agents, in connection with the establishment of and any amendment to or update of the program contemplated by this Agreement (and
not, for the avoidance of doubt, in connection with any offering); and (ix) the fees and expenses, if any, incurred with respect
to any filing with FINRA. Except as provided for in this Section 4(f) and Section 7 entitled “Indemnification and Contribution,”
each Selling Agent shall pay all other fees and expenses it incurs.
(g) Upon
becoming aware of (i) any change in the rating assigned to the Notes by Standard & Poor’s Rating Services, a division
of the McGraw-Hill Companies, Inc. (“S&P”), or Moody’s Investors Service, Inc. (“Moody’s”)
or any successor nationally recognized statistical rating organization referred to below, (ii) the public announcement by S&P
or Moody’s or any successor nationally recognized statistical rating organization that it has under surveillance or review
its rating of the Notes or (iii) the withdrawal by S&P or Moody’s or any successor nationally recognized statistical
rating organization of its rating of the Notes, the Issuer or the Guarantor shall promptly inform you thereof.
(h) The
Issuer or the Guarantor, as applicable, will notify the Selling Agents in writing promptly after learning of any event or circumstance
that has caused the Issuer or the Guarantor, as applicable, to become an “ineligible issuer” and the Guarantor will
notify the Selling Agents in writing promptly after learning of any event or circumstance that has caused the Guarantor to cease
to qualify as a “well-known seasoned issuer,” each as defined in Rule 405 under the 1933 Act. Following the delivery
of any notification that the Issuer or the Guarantor has become an “ineligible issuer” or the Guarantor has ceased
to qualify as a “well-known seasoned issuer,” neither the Issuer nor the Guarantor will use any Impermissible Free
Writing Prospectus.
5. Conditions
of the Obligations of the Selling Agents. Your obligation to solicit offers to purchase Notes as agent of the Issuer and the
Guarantor in connection with any offering of Notes and your obligation to purchase Notes as principal pursuant to any Terms Agreement
will be subject to the accuracy of the representations and warranties on the part of the Issuer and the Guarantor herein, to the
accuracy of the statements of an officer of the Issuer and the Guarantor made in each certificate furnished pursuant to the provisions
hereof and to the performance and observance by the Issuer and the Guarantor of all covenants and agreements herein contained on
their part to be performed and observed (at the time the Issuer accepts the offer to purchase such Notes, and if
required in a Terms Agreement, at the time of issuance and delivery
of such Notes) and (in each case) to the following additional conditions precedent when and as specified below:
(a) Prior
to such solicitation or purchase, as the case may be:
(i) The
Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement has been
issued and, to its knowledge, no proceedings for that purpose have been initiated or threatened by the Commission;
(ii) there
shall not have occurred any Material Adverse Change, from that set forth in the Disclosure Package, as amended or supplemented
at the Applicable Time, that is not described in the Disclosure Package; and
(iii) since
the date on which the Guarantor has filed with the Commission the Guarantor’s most recent Annual Report on Form 20-F, there
shall not have occurred any lowering of the rating of any of the Issuer’s or the Guarantor’s securities by S&P
or Moody’s.
(A) except,
in each case described in paragraph (i), (ii) or (iii) above, as disclosed to you in writing by the Issuer prior to such solicitation
or, in the case of a purchase of Notes, before the offer to purchase such Notes was made or (B) the relevant event shall have occurred
and been known to you prior to such solicitation or, in the case of a purchase of Notes, before the offer to purchase such Notes
was made.
(b) On
the Commencement Date, you shall have received:
(i) (A)
The opinion dated as of such date, of Davis Polk & Wardwell LLP, U.S. counsel for the Issuer and the Guarantor, with respect
to the matters set forth in Annex I hereto and (B) the disclosure letter dated as of such date, of Davis Polk & Wardwell LLP,
U.S. counsel for the Issuer and the Guarantor, with respect to the matters set forth in Annex II hereto;
(ii) The
opinion, dated as of such date, of CMS Cameron McKenna LLP, Scottish counsel for the Guarantor, with respect to the matters set
forth in Annex III hereto;
(iii) The
opinion, dated as of such date, of Linklaters LLP, English solicitors for the Issuer, with respect to the matters set forth in
Annex IV hereto; and
(iv) The
opinion, dated as of such date, of Allen & Overy LLP, counsel for the Selling Agents, with respect to the matters set forth
in Annex V hereto.
(c) On
the Commencement Date, you shall have received a certificate of each of the Issuer and the Guarantor executed on its behalf by
an officer of the Issuer or the Guarantor, as the case may be, dated as of the Commencement Date, to the effect that (i) the representations
and warranties in Section 1 hereof are true and correct in all material respects; (ii) it has complied in all material respects
with all agreements hereunder and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder
as of such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to its
knowledge, no proceedings for that purpose have been initiated or threatened by the Commission.
(d) On
the Commencement Date, the independent accountants of the Guarantor who have certified the financial statements of the Guarantor
and its subsidiaries included or incorporated by reference in the Prospectus, as then amended or supplemented, and the Disclosure
Package, shall have furnished to you a letter or letters, dated as of the Commencement Date, with regard to matters customarily
covered by accountants’ “comfort letters,” provided that each letter so furnished shall use a “cut-off
date” as agreed to by the parties to this Agreement and otherwise in form and substance reasonably satisfactory to you.
(e) On
the Commencement Date, the Issuer and the Guarantor shall have furnished to you such appropriate further information, certificates
and documents as you may reasonably request. On each Settlement Date with respect to any applicable Terms Agreement, if such Terms
Agreement requires the delivery of an opinion or a letter from counsel to the Selling Agents, counsel to the Selling Agents shall
have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel
to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy
and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Issuer and the Guarantor in connection with the issuance and sale of Notes as herein contemplated
shall be satisfactory in form and substance to the Selling Agents and to counsel to the Selling Agents.
6. Additional
Agreements of the Issuer and the Guarantor.
(a) Unless
the Issuer has suspended the solicitation of offers to purchase Notes pursuant to Section 3(a) or unless otherwise agreed by the
Selling Agents, each of the Issuer and the Guarantor will deliver or cause
to be delivered forthwith to you a certificate signed by an
officer of the Issuer or the Guarantor, respectively, in form reasonably satisfactory to you, of the same tenor as the certificate
referred to in Section 5(c) in the following circumstances:
(i) at the
time of the filing of the annual report on Form 20-F by the Guarantor;
(ii) at
the time of the filing of any interim financial statements on Form 6-K by the Guarantor that are incorporated by reference in the
Registration Statement or Prospectus (“Financial Statement 6-K”);
(iii) at
any other time the Registration Statement or Prospectus is amended (other than by means of a pricing supplement) and not including
an amendment (A) otherwise solely providing for specific terms of the Notes or (B) caused by the filing of a Form 6-K (other than
a Financial Statements 6-K), if so requested by you at a reasonable time in advance of such amendment; and
(iv) on
the Commencement Date if the Issuer and the Guarantor shall determine to file a new registration statement to replace the then-current
Registration Statement, if so requested by you at a reasonable time in advance of such filing.
(b) Each
time the Issuer and the Guarantor furnish a certificate pursuant to Section 6(a)(i) or 6(a)(ii), unless otherwise agreed by the
Selling Agents, and each time the Issuer and the Guarantor furnish a certificate pursuant to Section 6(a)(iii) or 6(a)(iv), at
your request, the Issuer and the Guarantor will furnish or cause to be furnished forthwith to you a disclosure letter of counsel
for the Issuer and the Guarantor. Each time the Issuer and the Guarantor furnish a certificate pursuant to Section 6(a)(i), unless
otherwise agreed by the Selling Agents, the Issuer and the Guarantor will furnish or cause to be furnished forthwith to you written
opinions of counsel for the Issuer and the Guarantor. If so requested by the applicable Selling Agent and agreed by the Issuer,
upon the sale of Notes to any Selling Agent pursuant to a Terms Agreement, the Issuer shall furnish or cause to be furnished forthwith
to the Selling Agents written opinions and a disclosure letter of counsel for the Issuer and the Guarantor, dated the date of delivery.
Unless otherwise provided herein, any such opinions or disclosure letter shall be dated the date of such filing, amendment or supplement
or the Commencement Date, as the case may be, and shall be in a form satisfactory to you and shall be of the same tenor as the
opinions and disclosure letter referred to in Section 5(b), as the case may be, but modified to relate to the Registration Statement
which incorporates the annual report on Form 20-F, the replacement registration
statement, or the Registration Statement and Prospectus as amended
or supplemented to the time of delivery of such letter, as the case may be. In lieu of such opinion or letter, counsel last furnishing
such an opinion or letter to you may furnish to you a letter to the effect that you may rely on such last opinion or letter to
the same extent as though it were dated the date of such letter (except that statements in such last opinion or letter will be
deemed to relate to the Registration Statement which incorporates the annual report on Form 20-F, such replacement registration
statement or the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such letter).
(c) Prior
to the sale of Subordinated Notes pursuant to this Agreement, the Issuer shall furnish or cause to be furnished forthwith to the
Selling Agents written opinions of counsel for the Issuer and the Guarantor, dated the date of delivery, as to the validity of
the Subordinated Indenture and Subordinated Notes to be issued thereunder and in form and substance satisfactory to you.
(d) Each
time the Issuer and the Guarantor furnish a certificate pursuant to Section 6(a)(i) or 6(a)(ii), unless otherwise agreed by the
Selling Agents, and each time the Issuer and the Guarantor furnish a certificate pursuant to Section 6(a)(iii) or 6(a)(iv), at
your request, the Guarantor shall cause its independent auditors forthwith to furnish you with a letter, dated the date of such
filing, amendment or supplement, as the case may be, in form and substance reasonably satisfactory to you, of the same tenor as
the letter referred to in Section 5(d), with regard to the amended, supplemental or new financial information included or incorporated
by reference in the Registration Statement (or the replacement registration statement) or the Prospectus as amended or supplemented
to the date of such letter; provided that each letter so furnished shall use a “cut-off date” no more than three business
days prior to the date of such letter.
(e) The
Issuer will pay the required Commission filing fees related to the Notes within the time required by Rules 456 and 457 under the
1933 Act and otherwise in accordance with the 1933 Act Regulations.
(f) For
purposes of the certificate to be delivered pursuant to Section 6(a)(iv) and the documents to be delivered pursuant to Sections
6(b) and 6(c) in connection with the delivery of such certificate, the term (i) “Registration Statement” shall be deemed
to refer to such replacement registration statement, (ii) “Base Prospectus” means the prospectus included in such replacement
registration statement that relates to the Notes and the Guarantee, (iii) “Prospectus Supplement” means a prospectus
supplement filed with the Commission pursuant to Rule 424 under the 1933 Act as a supplement to the Base Prospectus that describes
generally the terms of the Notes and the Guarantee (other than a product
supplement, underlying supplement, preliminary pricing supplement
or final pricing supplement), and (iv) “Commencement Date” means a date as agreed between the parties that in no event
will be later than the day prior to the earlier of (1) the date on which you begin soliciting offers to purchase Notes offered
under such replacement registration statement and (2) the first date on which the Issuer accepts any offer by you to purchase Notes
offered under such replacement registration statement as principal. As of and after the certificate pursuant to Section 6(a)(iv)
and the related documents pursuant to Sections 6(b) and 6(c) have been delivered, the foregoing terms shall be deemed to be so
amended for all purposes of this Agreement.
7. Indemnification
and Contribution.
(a) The
Issuer and the Guarantor agree to indemnify and hold harmless each of you, your affiliates, directors, officers and employees,
and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be part of the Registration Statement pursuant to Rule 430A(b) under the 1933 Act Regulations or, if applicable, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus,
the Preliminary Prospectus, if any, and any issuer free writing prospectus (as defined in Rule 433(h) under the 1933 Act) prepared
by the Issuer or approved by the Issuer for use in connection with the offer and sale of the Notes or Permitted Free Writing Prospectus
(or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of the Issuer or the Guarantor; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 7(c) hereof, the fees and disbursements of
counsel chosen by you), in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense
to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with written information furnished to the Issuer or the Guarantor by you expressly for use in the Registration Statement
(or any amendment thereto), the Prospectus, the Preliminary Prospectus, if any, and any Permitted Free Writing Prospectus.
(b) Each
of you severally and not jointly agrees to indemnify and hold harmless the Issuer and the Guarantor, their directors, each of the
officers of the Issuer and the Guarantor who signed the Registration Statement, the Issuer or the Guarantor’s authorized
representative in the United States and each person, if any, who controls the Guarantor within the meaning of Section 15 of the
1933 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 7 as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if any, and any Permitted
Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by
you expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if
any, and any Permitted Free Writing Prospectus.
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations
or circumstances. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be
selected by you, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall
be selected by the Issuer or the Guarantor. In addition, an indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. No indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Issuer and the Guarantor on the one hand and you on the other from the offering of the Notes to which
such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Issuer and the Guarantor on the one hand and you on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Issuer and the Guarantor on the one hand and you on the other hand in connection with the
offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of
such Notes (before deducting expenses) received by the Issuer bear to the total discounts and commissions received by you in respect
thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the
omission or alleged omission to state a material fact relates
to information supplied by the Issuer or the Guarantor on the one hand or you on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer, the Guarantor and
you agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection
(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (e), you shall not be required to contribute any amount in excess of the amount by which the total price at
which the Notes that were offered and sold to the public through you exceeds the amount of any damages that you have otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Except as otherwise provided in a Terms Agreement with respect to a particular
offering of Notes, the obligations of each Selling Agent under this Subsection (e) to contribute are several in proportion to their
respective selling obligations with respect to such Notes and not joint.
(f) The
obligations of the Issuer and the Guarantor under this Section 7 shall be in addition to any liability which the Issuer and the
Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls you within
the meaning of Section 15 of the 1933 Act; and your obligations under this Section 7 shall be in addition to any liability which
you may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuer and the
Guarantor and to each person, if any, who controls the Guarantor within the meaning of Section 15 of the 1933 Act.
8. Position of
the Selling Agents. Each of the Issuer and the Guarantor acknowledges and agrees that in connection with the offering and the
sale of the Notes or any other services the Selling Agents may be deemed to be providing hereunder, notwithstanding any pre-existing
relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made
by the Selling Agents: (a) no fiduciary or agency relationship between the Issuer and the Guarantor and any other person, on the
one hand, and the Selling Agents, on the other hand, exists; (b) the Selling Agents are not acting as advisors, experts or otherwise,
to the Issuer or the Guarantor, including, without limitation, with respect to the determination of the public offering price of
the Notes, and such relationship between the Issuer and the
Guarantor, on the one hand, and the Selling Agents, on the other hand, is entirely and solely a commercial relationship, based
on arms-length negotiations; (c) any duties and obligations that the Selling Agents may have to the Issuer or the Guarantor shall
be limited to those duties and obligations specifically stated herein; and (d) the Selling Agents and their respective affiliates
may have interests that differ from those of the Issuer and the Guarantor. Each of the Issuer and the Guarantor hereby waives any
claims that the Issuer or the Guarantor, as the case may be, may have against the Selling Agents with respect to any breach of
fiduciary duty in connection with the offering and sale of Notes.
You shall make reasonable
efforts to assist the Issuer and the Guarantor in obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by you and accepted by the Issuer and the Guarantor, but you shall not have any liability to the Issuer or the Guarantor
in the event any such purchase is not consummated for any reason.
9. Offering Restrictions.
If any Notes are to be offered outside the United States, (i) you will not offer or sell any such Notes in any jurisdiction if
such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is
needed for such offer or sale by you or for or on behalf of the Issuer or the Guarantor unless such consent, approval or permission
has been previously obtained and (ii) you will comply with any selling restrictions set forth in any applicable pricing supplement
and those other selling restrictions as the Issuer may inform you of from time to time. Subject to the obligations of the Issuer
and the Guarantor set forth in Section 4 of this Agreement, neither the Issuer nor the Guarantor shall have any responsibility
for, and it shall be your responsibility to obtain, any consent, approval or permission required by you for the subscription, offer,
sale or delivery by you of Notes, or the distribution of any offering materials, under the laws and regulations in force in any
jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.
10. Termination.
(a) This
Agreement (excluding any agreement by a Selling Agent to purchase Notes from the Issuer as principal) may be terminated at any
time either by the Issuer and the Guarantor on the one hand or by you on the other hand upon the giving of written notice of such
termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of either parties hereto
accrued or incurred prior to such termination. The termination of this Agreement shall not require termination of any Terms Agreement,
and the termination of any such Terms Agreement shall not require termination of this Agreement.
(b) Any
Terms Agreement to purchase Notes from an Issuer as principal may be terminated by the relevant Selling Agent(s) party thereto
immediately upon written notice to the Issuer and the Guarantor
at any time prior to the Settlement Date relating thereto, if any of the following shall occur after the time such Terms Agreement
was entered into, (a) there has been, since the date as of which information is given in the Pricing Disclosure Package, except
as otherwise set forth or contemplated therein, a Material Adverse Change, or (b) there has occurred any outbreak or escalation
of hostilities involving the United States or the United Kingdom or the declaration by the United States or United Kingdom of a
national emergency or war, or (c) the occurrence of another calamity or crisis or any change in financial, political or economic
conditions or currency exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any such
event specified in clause (b) and (c) in the sole judgment of the relevant Selling Agent(s) party thereto (after consultation with
the Issuer and the Guarantor) makes it impracticable or inadvisable to market the Notes or enforce contracts for the Notes in the
manner contemplated in the Disclosure Package, or (d) there has occurred a suspension or material limitation in trading in securities
generally on the New York Stock Exchange, London Stock Exchange or any other stock exchange on which the Issuer’s or the
Guarantor’s securities are listed, or (e) there has occurred a suspension or material limitation in trading the Issuer’s
or the Guarantor’s securities on the New York Stock Exchange or the London Stock Exchange, or (f) if there has occurred a
material adverse change in the financial markets in the United States or in the international financial markets, or (g) a banking
moratorium on commercial banking activities has been declared by the relevant authorities in New York or London, or (h) if there
has been a material disruption in commercial banking or securities settlement or payment or clearance services in the United States,
the United Kingdom or in any other relevant jurisdiction has occurred, or (i) there has occurred a change or development involving
a prospective change in the United States or the United Kingdom taxation affecting the Issuer or the Guarantor or the Notes or
the transfer thereof, or (j) there is any lowering of the rating of the Notes or any other debt securities of the Issuer or the
Guarantor, or if notice shall have been given of any intended or potential lowering of such rating(s), or of any review for a possible
change in rating that does not indicate the direction of the possible change.
(c) In
the event of termination pursuant to subsection (a) above, you shall be entitled to any commission earned in accordance herewith
and in the event of termination pursuant to (a) or (b) above, Sections 4(f), 7, 8, 9, 11, 12, 13, 14, 16, 17 and 21 shall survive;
provided that if at the time of termination (i) any Selling Agent shall own any Notes purchased by it from an Issuer as
principal or (ii) an offer to purchase Notes has been accepted by the Issuer but the time of delivery to the purchaser or its agent
of such Notes has not occurred, the provisions of Sections 1, 3(b), 3(c), 4(a), the last sentence of 4(c), 4(d) and 4(e) shall
also survive until such delivery has been made.
(d) In
the event of termination with respect to any of you, this Agreement shall remain in full force and effect with respect to any Selling
Agent as to which such termination has not occurred.
11. Advertisements.
You agree not to publish or cause to be published or use any written notice, circular, advertisement, letter or communication relating
to any offering or proposed offering of the Notes, including, without limitation, any communications within the meaning of Rule
134 under the 1933 Act, other than the Prospectus or Disclosure Package relating to the particular Notes without the prior written
consent of the Issuer and the Guarantor.
12. Entire Agreement;
Amendment.
(a) This
Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior oral
or written agreements between the parties hereto or their predecessors with regard to the subject matter hereof. Nothing in this
Agreement shall be read or deemed to preclude the Issuer and one or more Selling Agents from amending or supplementing this Agreement
insofar as it applies to transactions between them without such modifications or supplemental provisions being made of general
applicability between the Issuer and all of the Selling Agents.
(b) The
Issuer may without your consent, amend or supplement this Agreement (i) if, but only if, such amendment or supplement is in writing
and is signed by the Issuer, the Guarantor and the relevant Selling Agent party thereto; provided that any such amendment
or supplement shall only be binding upon the Selling Agent(s) party thereto, and (ii) to add any Additional Selling Agent in accordance
with Section 3(f).
13. Notices.
Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered
by hand, by mail or facsimile, and any such notice shall be effective when received at the address specified below.
If to the Issuer:
Group Corporate Treasury
Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
Fax: +44 (0)20 7158 3277
Attention: Director of Capital, Pensions and Issuance
If to the Guarantor:
Group Corporate Treasury
Lloyds Banking Group plc
10 Gresham Street
London EC2V 7AE
Fax: +44 (0)20 7158 3277
Attention: Director of Capital, Pensions and Issuance
With a copy to:
Head of Legal
Group Corporate Treasury
Lloyds Banking Group plc
10 Gresham Street
London EC2V 7AE
Fax: +44 (0)20 7158 3277
If to a Selling Agent, to it at
the address listed beneath such Selling Agent’s signature on the signature page hereof; with a copy to:
Allen & Overy LLP
One Bishops Square
London E1 6AD
Attention: Adam Kupitz, Esq.
Telephone No.: +44 (0)20 3088 0000
Facsimile No.: +44 (0)20 3088 0088
Or at such other address as the party may
designate from time to time by notice duly given in accordance with the terms of this Section 13.
14. Successors.
This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers, directors and controlling persons referred to in Section 7 and the purchasers of Notes (to the extent
expressly provided in Section 5), and no other person will have any right or obligation hereunder.
15. Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
16. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference
to conflict of laws provisions thereof.
17. Submission
to Jurisdiction.
(a) Each
of the Issuer and the Guarantor irrevocably consents and agrees, for your the benefit, that any legal action, suit or proceeding
against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement
may be brought in the courts of the State of New York or the courts of the United States of
America located in the Borough of Manhattan, The City of New
York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally
and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
(b) Each
of the Issuer and the Guarantor hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc
(or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee
and agent to take process, receive and forward process or to be served with process for and on its behalf of any and all legal
process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any such United States
or State court which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such
courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Issuer and
the Guarantor agree to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes
of this Section 17 satisfactory to the you. The Issuer further hereby irrevocably consents and agrees to the service of any and
all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by
serving a copy thereof upon the relevant agent for service of process referred to in this Section 17 (whether or not the appointment
of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing
copies thereof by registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses
specified in or designated pursuant to this Agreement. Each of the Issuer and the Guarantor agrees that the failure of any such
designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit
the your ability to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law
or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions,
and in any manner, as may be permitted by applicable law. Each of the Issuer and the Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States
federal courts or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
18. Judgment
Currency. The Issuer and the Guarantor agree to indemnify each of you against loss incurred by you as a result of any judgment
or order being given or made for any amount due hereunder or under the Notes and such judgment or order being expressed and paid
in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as
between (i) the rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of
such judgment or order, and (ii) the rate of exchange at which you would have been able to purchase United States dollars with
the amount of the Judgment Currency actually received by you if you had utilized such amount of Judgment Currency to purchase United
States dollars as promptly as practicable upon your receipt thereof. The foregoing indemnity shall constitute a separate and independent
obligation and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate
of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection
with the purchase of, or conversion into, the relevant currency.
19. USA Patriot
Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Selling Agents are required to obtain, verify and record information that identifies their respective clients, including the
Issuer and the Guarantor, which information may include the name and address of their respective clients, as well as other information
that will allow the Selling Agents to properly identify their respective clients.
20. Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
21. Bail-in Acknowledgement.
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding
between the Issuer or the Guarantor and the Selling Agents, each Selling Agent acknowledges and accepts that a BRRD Liability arising
under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Issuer or
the Guarantor to such Selling Agent under this Agreement, 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
Issuer, the Guarantor or another person (and the issue to or
conferral on such Selling Agent of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and/or
(iv) the
amendment or alteration of 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 Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the U.K. Banking Act 2009 and any other law, regulation, rule or requirement applicable
from time to time in the U.K. relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD
Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in
Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the
Issuer or the Guarantor.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form
of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Issuer, the Guarantor and you.
Very truly yours,
LLOYDS BANK PLC, as Issuer |
| |
| |
| By: |
/s/ Suzy Margretts |
| |
Name: |
Suzy Margretts |
| |
Title: |
Senior Director, MTNs, Group Corporate Treasury |
| LLOYDS BANKING GROUP PLC, as Guarantor |
| |
| |
| By: |
/s/ Suzy Margretts |
| |
Name: |
Suzy Margretts |
| |
Title: |
Senior Director, MTNs, Group Corporate Treasury |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| BARCLAYS CAPITAL INC. |
| |
| |
| By: |
/s/ Paige Maire |
| |
Name: |
Paige Maire |
| |
Title: |
Managing Director |
| |
|
|
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|
|
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Notices hereunder shall be sent to: |
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|
| |
Barclays Capital Inc. |
| |
745 Seventh Avenue, New York, NY 10019 |
| |
Attention: |
Syndicate Registration |
| |
Telefax: |
646-834-8133 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| BNP PARIBAS SECURITIES CORP. |
| |
| |
| By: |
/s/ Tim McCann |
| |
Name: |
Tim McCann |
| |
Title: |
Managing Director |
| |
|
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| |
|
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| |
Notices hereunder shall be sent to: |
| |
|
| |
BNP Paribas Securities Corp. |
| |
787 Seventh Avenue, New York, NY 10019 |
| |
Attention: |
Syndicate Desk |
| |
Telefax: |
212-841-3930 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| CITIGROUP GLOBAL MARKETS INC. |
| |
| |
| By: |
/s/ Jack D. McSpadden, Jr. |
| |
Name: |
Jack D. McSpadden, Jr. |
| |
Title: |
Managing Director |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
Citigroup Global Markets Inc. |
| |
388 Greenwich Street, New York, NY 10013 |
| |
Attention: |
Transaction Execution Group |
| |
Telefax: |
646-291-5209 |
| |
|
|
| |
|
|
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| CREDIT SUISSE SECURITIES (USA) LLC |
| |
| |
| By: |
/s/ Sharon Harrison |
| |
Name: |
Sharon Harrison |
| |
Title: |
Director |
| |
|
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| |
|
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| |
Notices hereunder shall be sent to: |
| |
|
| |
Credit Suisse Securities (USA) LLC |
| |
Eleven Madison Avenue, New York, NY 10010 |
| |
Attention: |
Short Term Products Group |
| |
Telefax: |
212-743-1953 |
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|
|
| |
|
|
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| DEUTSCHE BANK SECURITIES INC. |
| |
| |
| By: |
/s/ Thomas Criqui |
| |
Name: |
Thomas Criqui |
| |
Title: |
Managing Director |
| |
|
|
| DEUTSCHE BANK SECURITIES INC. |
| |
| |
| By: |
/s/ Chris Kulusic |
| |
Name: |
Chris Kulusic |
| |
Title: |
Director |
| |
|
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| |
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| |
Notices hereunder shall be sent to: |
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|
| |
Deutsche Bank Securities Inc. |
| |
60 Wall Street, New York, NY 10005 |
| |
Attention: |
Debt Capital Markets Syndicate, with |
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|
a copy to General Counsel |
| |
Telefax: |
212-797-4561 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| GOLDMAN, SACHS & CO. |
| |
| |
| By: |
/s/ Adam Greene |
| |
Name: |
Adam Greene |
| |
Title: |
Vice President |
| |
|
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| |
|
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| |
Notices hereunder shall be sent to: |
| |
|
| |
Goldman, Sachs & Co. |
| |
200 West Street, New York, NY 10282-2198 |
| |
Attention: |
Registration Department |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| HSBC SECURITIES (USA) INC. |
| |
| |
| By: |
/s/ Luiz F. Lanfredi |
| |
Name: |
Luiz F. Lanfredi |
| |
Title: |
Vice President |
| |
|
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| |
|
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| |
Notices hereunder shall be sent to: |
| |
|
| |
HSBC Securities (USA) Inc. |
| |
452 Fifth Avenue, 3rd Floor, New York, NY 10018 |
| |
Attention: |
Transaction Management Group |
| |
Telefax: |
212-525-0238 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| J.P. MORGAN SECURITIES LLC |
| |
| |
| By: |
/s/ Maria Sramek |
| |
Name: |
Maria Sramek |
| |
Title: |
Executive Director |
| |
|
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| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
J.P. Morgan Securities LLC |
| |
383 Madison Avenue, New York, NY 10179 |
| |
Attention: |
High Grade Syndicate Desk- 3rd floor |
| |
Telefax: |
212-834-6081 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| LLOYDS SECURITIES INC. |
| |
| |
| By: |
/s/ Marc Alldridge |
| |
Name: |
Marc Alldridge |
| |
Title: |
Managing Director |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
Lloyds Securities Inc. |
| |
1095 Avenue of the Americas |
| |
New York, NY 10036 |
| |
Attention: |
Fixed Income |
| |
Telefax: |
212-479-2882 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
| |
| |
| By: |
/s/ Brendan Hanley |
| |
Name: |
Brendan Hanley |
| |
Title: |
Managing Director |
| |
|
|
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| |
50 Rockefeller Plaza, NY1-050-12-02, New York, NY 10020 |
| |
Attention: |
High Grade Transaction Management/Legal |
| |
Telefax: |
646-855-5958 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| MORGAN STANLEY & CO. LLC |
| |
| |
| By: |
/s/ Yurij Slyz |
| |
Name: |
Yurij Slyz |
| |
Title: |
Executive Director |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
Morgan Stanley & Co. LLC |
| |
1585 Broadway, New York, NY 10036 |
| |
Attention: |
Investment Banking Division |
| |
Telefax: |
212-507-8999 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| RBC CAPITAL MARKETS, LLC |
| |
| |
| By: |
/s/ Scott G. Primrose |
| |
Name: |
Scott G. Primrose |
| |
Title: |
Authorized Signatory |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
RBC Capital Markets, LLC |
| |
200 Vesey Street, New York, NY 10281 |
| |
Attention: |
Debt Capital Markets |
| |
Telefax: |
212-658-6137 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| RBS SECURITIES INC. |
| |
| |
| By: |
/s/ Brian McCarthy |
| |
Name: |
Brian McCarthy |
| |
Title: |
Director |
| |
|
|
| |
|
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| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
RBS Securities Inc. |
| |
600 Washington Boulevard, Stamford, CT 06901 |
| |
Attention: |
Debt Capital Markets Syndicate |
| |
Telefax: |
203-873-4534 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| TD SECURITIES (USA) LLC |
| |
| |
| By: |
/s/ Elsa Wang |
| |
Name: |
Elsa Wang |
| |
Title: |
Director |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
TD Securities (USA) LLC |
| |
31 West 52nd Street |
| |
New York, NY 10019 |
| |
Attn: |
Transaction Management Group |
| |
Telephone: |
212-827-6972 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| UBS SECURITIES LLC |
| |
| |
| By: |
/s/ Todd Mahoney |
| |
Name: |
Todd Mahoney |
| |
Title: |
Managing Director |
| |
|
|
| UBS SECURITIES LLC |
| |
| |
| By: |
/s/ Igor Grinberg |
| |
Name: |
Igor Grinberg |
| |
Title: |
Director |
| |
|
|
| |
|
|
| |
Notices hereunder shall be sent to: |
| |
|
| |
UBS Securities LLC |
| |
1285 Avenue of the Americas, New York, NY 10019 |
| |
Attention: |
Fixed Income Syndicate |
| |
Telefax: |
203-719-0495 |
[Signature page to Lloyds U.S. Distribution
Agreement]
The foregoing U.S. Distribution Agreement
is hereby confirmed and accepted as of the date first above written.
| WELLS FARGO SECURITIES, LLC |
| |
| |
| By: |
/s/ Mark Boltz |
| |
Name: |
Mark Boltz |
| |
Title: |
Managing Director |
| |
Notices hereunder shall be sent to: |
| |
|
| |
Wells Fargo Securities, LLC |
| |
301 S. College Street, Charlotte, NC 28288 |
| |
Attention: |
Transaction Management Department |
| |
Telefax: |
704-383-9165 |
[Signature page to Lloyds U.S. Distribution
Agreement]
EXHIBIT A
LLOYDS BANK PLC
LLOYDS BANKING GROUP PLC
MEDIUM-TERM NOTES, SERIES A
TERMS AGREEMENT
__________, 20__
LLOYDS BANK PLC
LLOYDS BANKING GROUP PLC
Attention:
Re: U.S. Distribution
Agreement dated June 2, 2016 (the “Distribution Agreement”)
The undersigned agrees
to purchase your Medium-Term Notes, Series A having the terms set forth in the Term Sheet attached hereto as Annex I.
The provisions of Sections
1, 3(b), 3(c), 3(e), 4, 7 through 18 and 21 of the Distribution Agreement and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in full herein.
This Agreement is subject
to termination on the terms incorporated by reference herein.
The undersigned agrees
to perform its duties and obligations specifically provided to be performed by the Selling Agents in accordance with the terms
and provisions of the Distribution Agreement and the Administrative Procedures, as amended or supplemented hereby.
| [SELLING AGENT] |
| |
| |
| By: |
|
| |
Name: |
|
| |
Title: |
|
Accepted:
LLOYDS BANK PLC |
| |
| |
| By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| LLOYDS BANKING GROUP PLC |
| |
| |
| By: |
|
| |
Name: |
|
| |
Title: |
|
ANNEX I
EXHIBIT B
LLOYDS BANK PLC
LLOYDS BANKING GROUP PLC
MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
Explained below are
the administrative procedures and specific terms of the offering from time to time of senior notes designated as Medium-Term Notes,
Series A (the “Senior Notes”) and the Subordinated Notes designated as Medium-Term Notes, Series A (the “Subordinated
Notes,” and together with the Senior Notes, the “Notes”), on a continuous basis by Lloyds Bank plc
(the “Issuer”) pursuant to the U.S. Distribution Agreement, dated as of June 2, 2016 (as may be amended from
time to time, the “Distribution Agreement”) among the Issuer, Lloyds Banking Group plc, as guarantor (the “Guarantor”),
and the Selling Agents listed on the signature pages therein (collectively or individually, the “Selling Agent”).
The Senior Notes will
be issued as senior unsecured indebtedness of the Issuer pursuant to a senior debt securities indenture, dated as of January 21,
2011 among the Issuer, the Guarantor, and The Bank of New York Mellon as trustee (the “Trustee”), as amended
and supplemented by the first supplemental indenture dated as of June 6, 2011, the third supplemental indenture dated as of September
5, 2014, the fourth supplemental indenture for the medium-term notes, Series A dated as of September 29, 2014, the fourth supplemental
indenture dated as of March 17, 2015, the fifth supplemental indenture dated as of May 14, 2015, the sixth supplemental indenture
dated as of August 17, 2015, the seventh supplemental indenture dated as of January 22, 2016 and the eighth supplemental indenture
dated as of June 2, 2016, each among the Issuer, the Guarantor and the Trustee (as further amended and supplemented from time to
time, the “Senior Indenture”).
The Subordinated Notes
will be issued as subordinated unsecured indebtedness of the Issuer pursuant to a subordinated debt securities indenture, to be
entered into among the Issuer, the Guarantor and the Trustee prior to the issuance of Subordinated Notes (as amended and supplemented
from time to time, the “Subordinated Indenture,” and together with the Senior Indenture, the “Indentures”
and each an “Indenture”).
In the Distribution
Agreement, each Selling Agent has agreed to use reasonable efforts to solicit purchases of the Notes, and the administrative procedures
explained below will, unless otherwise agreed, govern the issuance and settlement of any Notes sold through each Selling Agent,
as agent of the
Issuer.
Each Selling Agent, as principal, may also purchase Notes for its own account, and if requested by the relevant Selling Agents,
the Issuer and the Guarantor, on the one side, and the relevant Selling Agents, on the other side, will enter into a terms agreement
(a “Terms Agreement”), as contemplated by the Distribution Agreement. The administrative procedures explained
below will govern the issuance and settlement of any Notes purchased by one or more Selling Agents, as principal, unless otherwise
specified in the applicable Terms Agreement or otherwise agreed.
The Trustee will be
the Paying Agent, Registrar and Transfer Agent for the Notes and the Issuer or an agent appointed by us will act as Calculation
Agent and/or Exchange Agent in respect of the Notes, and in each case will perform the duties specified herein. Each Note will
be represented by either (i) a Global Note (as defined below) and delivered to the Trustee, as agent for The Depository Trust Company
(“DTC”), and recorded in the book-entry system maintained by DTC (in the case of a Note, a “Book-Entry
Note”) or (ii) a certificate delivered to the holder thereof or a person designated by such holder, a “Certificated
Note.” Except as set forth in the applicable Indenture, an owner of a Book-Entry Note, as the case may be, will not be
entitled to receive a Certificated Note.
Book-Entry Notes, which
may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures
set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated
Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.
Unless otherwise defined
herein, terms defined in the applicable Indenture or any Prospectus Supplement relating to the Notes shall be used herein as therein
defined.
The Issuer will advise
the relevant Selling Agent(s) in writing of the employees of the Issuer with whom the relevant Selling Agent(s) is to communicate
regarding offers to purchase Notes and the related settlement details.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY
NOTES
In connection with
the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below.
| Issuance: |
On any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes, the Issuer will issue, in the case of the Notes, a single global note in fully registered form without coupons (a “Global Note”), if applicable, representing up to U.S. $500,000,000 principal amount of all such Notes that have the same Original Issue Date, Maturity Date and other terms. Each Global Note will be dated and |
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|
| |
issued as of the date of its authentication by the Trustee. Each Global Note on which interest is payable will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date and (ii) with respect to any Global Note (or any portion thereof) issued subsequently upon exchange of a Global Note, or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note), regardless of the date of authentication of such subsequently issued Global Note. Book-Entry Notes may be payable in either U.S. dollars or other specified currencies. No Global Note will represent any Certificated Note. |
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If the Pricing Supplement (as defined herein) provides for an extended offering period beyond the Original Issue Date, then on any subsequent date of settlement for Notes having the same Original Issue Date, Maturity Date and other terms as the Notes represented by such Global Note, the Trustee will annotate the Global Note to indicate the change in aggregate principal amount. [For FAST closing][Upon such annotation, the Trustee, by means of an instruction originated through DTC’s Deposit/Withdrawal at Custodian (DWAC) system, will inform DTC to reflect an increase to the aggregate principal amount of the Notes.] |
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[For MMI closing][Upon such annotation, the Trustee, by means of a delivery versus free trade instruction to DTC, will inform DTC to reflect an increase in the aggregate principal amount of the Notes.] |
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[For MMI closing, if DVP][Upon such annotation, the Trustee, by means of a delivery versus payment trade instruction to DTC, will inform DTC to reflect an increase to the aggregate principal amount of the Note in exchange for the issuance proceeds.] |
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|
| Denominations |
Unless otherwise specified in the applicable Pricing Supplement, Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Notes are issued in a currency other than U.S. dollars, principal amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency), and, unless otherwise indicated in the |
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applicable Pricing Supplement, will be denominated in principal amounts not in excess of U.S. $500,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each U.S. $500,000,000 principal amount of such Book-Entry Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Notes representing such Book-Entry Note or Notes shall be assigned the same CUSIP number. |
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|
| Preparation of Pricing Supplement |
If any order to purchase a Book-Entry Note is accepted by or on behalf of the Issuer, a pricing supplement (a “Pricing Supplement”) will be prepared by or on behalf of the Issuer and approved by the Issuer reflecting the terms of such Note. The Issuer will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. |
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|
| |
In each instance that a Pricing Supplement is prepared, the Selling Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. |
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| Settlement |
The receipt by the Issuer of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Note representing such Note shall constitute “settlement” with respect to such Note. All orders accepted by the Issuer will be settled on the fifth Business Day pursuant to the timetable for settlement set forth below unless the Issuer and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day. |
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| Settlement Procedures: |
Unless otherwise specified in any Prospectus or Disclosure Package, Settlement Procedures with regard to each Book-Entry Note sold by the Issuer to or through the Selling Agent (unless otherwise specified pursuant to a Terms Agreement), shall be as follows: |
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|
| A. |
In the case of a Book-Entry Note, the Selling Agent will advise the Issuer by electronic submission that such Note is a Book-Entry Note and of the following settlement information: |
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|
| |
1. Principal amount. |
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|
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2. Maturity Date. |
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|
| |
3. In the case of a Fixed Rate Book-Entry Note, the Interest Rate, whether such Note will pay interest annually, semiannually or quarterly or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any). |
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4. Redemption or repayment provisions, if any. |
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5. Ranking. |
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6. Settlement date and time (Original Issue Date). |
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7. Interest Accrual Date. |
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8. Price. |
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9. Selling Agent’s commission, if any, determined as provided in the Distribution Agreement. |
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10. Specified Currency. |
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11. Whether the Note is an Original Issue Discount Note (an “OID Note”), and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price). |
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12. Whether the Issuer has the option to reset the Spread or Spread Multiplier of the Note. |
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13. Whether the Note is an Optionally Exchangeable Note, a Mandatorily Exchangeable Note, or any form of exchangeable Note. |
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|
| |
14. Any other applicable provisions. |
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| B. |
The Issuer will advise the Trustee by electronic transmission of the information set forth in Settlement Procedure “A” above. The Trustee will then assign a CUSIP number to the Global Note representing a Note and will notify the Issuer and the |
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| |
Selling Agent of such CUSIP number(s) by electronic transmission as soon as practicable. |
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|
| C. |
The Trustee will enter a pending deposit message through DTC’s Participant Terminal System, providing the following settlement information to DTC: |
| |
|
| |
1. The information set forth in Settlement Procedure “A” and “B” above. |
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2. The Initial Interest Payment Date for the Notes, the number of days by which such date succeeds the related DTC Record Date and, if known, amount of interest payable on such Initial Interest Payment Date. |
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|
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3. The CUSIP number of the Global Note. |
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|
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4. [For FAST closing][The Selling Agent will instigate a closing call with the Trustee and DTC to confirm the CUSIP number, aggregate principal amount and FAST closing number prior to execution of Global Note and settlement.] |
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| D. |
The Trustee will authenticate and deliver the Global Note representing the Note upon its receipt of a written Issuer order requesting authentication. |
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|
| E. |
DTC will credit the Note to the Trustee’s participant account at DTC. |
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|
| F. |
The Trustee will enter a deliver order through DTC’s Participant Terminal System instructing DTC to [For MMI Closing, if DVP][(i)] create the Note and credit such Note to the Selling Agent’s participant account [and (ii) debit the Selling Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note, less the Selling Agent’s commission, if any.] The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that the Global Note representing a Book-Entry Note has been issued and authenticated. |
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|
| G. |
Unless the Selling Agent or a person holding through the Selling Agent is the end purchaser of the Note, the Selling Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to the Selling Agent’s participant account and credit such Note to the participant accounts of the Participants with respect |
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|
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to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Selling Agent for an amount equal to the price of such Note. |
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| H. |
Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “F” and “G” will be settled in accordance with SDFS operating procedures in effect on the settlement date. |
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|
| I. |
[For MMI closing, if DVP][Upon credit to the account of the Trustee, the Trustee will credit to the account of the Issuer maintained at Bank of America N.A., New York, in funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure “F.”] |
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|
| J. |
Unless the Selling Agent is the end purchaser of the Note, the Selling Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser. |
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|
| K. |
Upon request, the Trustee will make available to the Issuer a statement setting forth the principal amount of Notes outstanding as of that date under the applicable Indenture, and setting forth a brief description of any sales of which the Issuer has advised the Trustee that have not yet been settled. |
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|
| Settlement Procedures Timetable: |
For sales by the Issuer of Book-Entry Notes to or through the Selling Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures “A” through “J” set forth above shall be completed as soon as possible but not later than the respective times in New York City set forth below: |
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|
|
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Settlement |
|
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Procedure |
Time |
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A |
11:00 A.M. on the sale date |
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B |
11:00 A.M. on the sale date |
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C |
12:00 Noon on the sale date |
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D |
9:00 A.M. on the settlement date |
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E |
10:00 A.M. on the settlement date |
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[MMI; DVP][F |
12:00 Noon on the settlement date] |
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G |
12:00 Noon on the settlement date |
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H-I |
2:00 P.M. on the settlement date |
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[MMI; DVP][J |
5:00 P.M. on the settlement date] |
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|
|
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If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “A,” “B” and “C” shall be completed as soon as practicable but no later than 11:00 A.M., 11:00 A.M. and 12:00 Noon, respectively, on the first Business Day after the sale date. If the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 11:00 A.M. respectively, on the first Business Day before the settlement date. |
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|
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Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date. |
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|
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[For MMI closing][If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee, after receiving notice from the Issuer or the Selling Agent, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.] |
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|
| Failure to Settle: |
If the Trustee fails to enter a deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note “canceled,” make appropriate entries in the Trustee’s records and send such canceled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes one of which shall represent such Book-Entry Note or Notes and shall be canceled |
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immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. |
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|
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If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Selling Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “F” and “H,” respectively Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. |
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|
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Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. |
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|
| |
In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide, in accordance with Settlement Procedures “D” and “F,” for the authentication and issuance of a Global Note representing the Book-Entry Notes to be represented by such Global Note and will make appropriate entries in its records. |
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|
| PART II: |
ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES |
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|
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The Trustee will serve as registrar in connection with the Certificated Notes. |
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|
| Issuance: |
Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Original Issue Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the original issuance date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note. |
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|
| Preparation of |
If any order to purchase a Certificated Note is accepted by or |
| |
|
| Pricing Supplement: |
on behalf of the Issuer, a pricing supplement (a “Pricing Supplement”) will be prepared by or on behalf of the Issuer and approved by the Issuer reflecting the terms of such Note. The Issuer will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Selling Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note. |
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|
| |
In each instance that a Pricing Supplement is prepared, the Selling Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. |
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|
| Settlement: |
The receipt by the Issuer of immediately available funds in exchange for an authenticated Certificated Note delivered to the Selling Agent and the Selling Agent’s delivery of such Note against receipt of immediately available funds shall constitute “settlement” with respect to such Note. All offers accepted by the Issuer will be settled on or before the fifth Business Day next succeeding the date of acceptance pursuant to the timetable for settlement set forth below, unless the Issuer and the purchaser agree to settlement on another date. |
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|
| Settlement Procedures: |
Settlement Procedures with regard to each Certificated Note sold by the Issuer to or through the Selling Agent (unless otherwise specified pursuant to a Terms Agreement) shall be as follows: |
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|
| A. |
In the case of Certificated Notes, the Selling Agent will advise the Issuer by electronic submission that such Note is a Certificated Note and of the following settlement information: |
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|
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1. Name in which such Note is to be registered (“Registered Note Owner”). |
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|
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2. Required KYC documentation for the holder |
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|
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3. Address of the Registered Note Owner and address for payment of principal and interest or standard payment instructions. |
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|
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4. Taxpayer identification number of the Registered Note Owner (if available) and an original copy of the W8/W9 tax form. |
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|
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5. Principal amount. |
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|
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6. Maturity Date. |
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|
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7. In the case of a Fixed Rate Certificated Note, the Interest Rate, whether such Note will pay interest annually or semiannually or, in the case of a Floating Rate Certificated Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any). |
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8. Redemption or repayment provisions, if any. |
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|
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9. Ranking. |
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|
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10. Settlement date and time (Original Issue Date). |
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11. Interest Accrual Date. |
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12. Price. |
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13. Selling Agent’s commission, if any, determined as provided in the Distribution Agreement. |
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|
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13. Denominations. |
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|
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14. Specified Currency. |
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|
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15. Whether the Note is an OID Note, and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and if so, the Issue Price). |
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|
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16. Whether the Issuer has the option to reset the Spread or Spread Multiplier of the Note. |
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|
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17. Any other applicable provisions. |
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|
| B. |
The Issuer will advise the Trustee by electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure “A” above. |
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|
| C. |
The Issuer will have delivered to the Trustee a pre-printed Note. |
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|
| D. |
The Trustee will, with respect to a Note, authenticate such Note and deliver it (with the confirmation) upon receipt of a written authentication order from the Issuer to the investor or such party as instructed by the Issuer. |
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|
| E. |
The Selling Agent will confirm receipt of payment in immediately available funds and instruct the Trustee by electronic transmission to release the Note. |
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|
| F. |
The Trustee will send a copy of the Note register and the authenticated Note to the Issuer, evidencing that the issuance has been completed, the Note register formed and that the Note has been delivered. |
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|
| Settlement Procedures Timetable: |
For sales by the Issuer of Certificated Notes to or through the Selling Agent (unless otherwise specified pursuant to a Terms Agreement), Settlement Procedures “A” through “F” set forth above shall be completed on or before the respective times in New York City set forth below: |
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|
| |
Settlement |
|
| |
Procedure |
Time |
| |
A |
2:00 P.M. two days prior to settlement date |
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B |
2:00 P.M. on or before day before settlement date |
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C |
3:00 P.M. on day before settlement date |
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D-E |
2:15 P.M. on settlement date |
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F |
3:00 P.M. on settlement date |
| Failure to Settle: |
If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Selling Agent will notify the Issuer and the Trustee by electronic transmission and return such Note to the Trustee. Upon receipt of such notice, the Issuer will immediately wire transfer to the account of the Selling Agent an amount equal to the amount previously credited thereto in respect to such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Selling Agent in the performance of its obligations hereunder and under the Distribution Agreement, then the Issuer will reimburse the Selling Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Issuer. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will mark such note “canceled,” make appropriate entries in the Trustee’s records |
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and send such Note to the Issuer. |
EXHIBIT C
LLOYDS BANK PLC
LLOYDS BANKING GROUP PLC
MEDIUM-TERM NOTES, SERIES A
FORM OF AGENT ACCESSION LETTER
__________, 20__
[Name of Selling Agent]
[Address of Selling Agent]
Ladies and Gentlemen:
Lloyds Bank plc, a
public limited company incorporated and registered in England, United Kingdom (the “Issuer”), and Lloyds Banking
Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”)
previously entered into a U.S. Distribution Agreement dated as of June 2, 2016 (the “Distribution Agreement”),
among the Issuer, the Guarantor and the other agents signatory thereto (the “Existing Selling Agents”), with
respect to the issue and sale from time to time by the Issuer (each, an “offering”) of its Medium-Term Notes,
Series A (the “Notes”). A copy of the Distribution Agreement, including the Administrative Procedures with respect
to the issuance of the Notes attached thereto as Annex B, is attached hereto. The Notes will be entitled to the benefit of a full
and unconditional guarantee by the Guarantor as set forth in the applicable Indenture.
In accordance with
Section 3(f) of the Distribution Agreement, we hereby confirm that, with effect from the date hereof, you shall become a party
to, and a Selling Agent under, the Distribution Agreement, vested with all the authority, rights and powers, and subject to all
duties and obligations of a Selling Agent as if originally named as such under the Distribution Agreement.
Except as otherwise
expressly provided herein, all terms used herein which are defined in the Distribution Agreement shall have the same meanings as
in the Distribution Agreement. Your obligation to act as Selling Agent hereunder shall be subject to you having received copies
of the most recent documents (including any prior documents referred to therein) previously delivered to the Existing Selling Agents
pursuant to Sections 5 and 6 of the Distribution Agreement. By your signature below, you confirm that such documents are to your
satisfaction. For purposes of Section 12 of the Distribution Agreement, you confirm that your notice details are as set forth immediately
beneath your signature.
Each of the parties
to this letter agrees to perform its respective duties and obligations specifically provided to be performed by each of the parties
in accordance
with
the terms and provisions of the Distribution Agreement and the Administrative Procedures, as amended or supplemented hereby.
This Agreement shall
be governed by and construed in accordance with the internal laws of the State of New York. This Agreement may be executed in one
or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.
If the foregoing correctly
sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose
below.
Very truly yours,
| LLOYDS BANK PLC |
| |
| |
| By: |
|
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Name: |
|
| |
Title: |
|
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|
|
| LLOYDS BANKING GROUP PLC |
| |
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| By: |
|
| |
Name: |
|
| |
Title: |
|
CONFIRMED AND ACCEPTED, as of the
date first above written
[Insert name of Additional Selling Agent
and information pursuant to Section 12 of the Distribution Agreement]
ANNEX I
FORM OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE ISSUER AND THE GUARANTOR
Based upon the foregoing, and subject to
the assumptions, qualifications and limitations contained therein:
| 1. | Assuming that the Distribution Agreement has been duly authorized, executed and delivered by the
Issuer insofar as English law is concerned and by the Guarantor insofar as Scots law is concerned, the Distribution Agreement has
been duly executed and delivered by the Issuer and the Guarantor. |
| 2. | Assuming that the Indenture has been duly authorized, executed and delivered by the Issuer insofar
as English law is concerned and by the Guarantor insofar as Scots law is concerned, the Indenture has been duly authorized, executed
and delivered by the Issuer and the Guarantor and the Indenture is a valid and binding agreement of the Issuer and the Guarantor,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to (i) the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above
and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of
the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest. |
| 3. | Assuming that the Notes have been duly authorized, executed and delivered by the Issuer insofar
as English law is concerned, the Notes, when executed and authenticated in accordance with the provisions of the terms of the Indenture
and delivered to and paid for by the purchasers thereof, will be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory
actions giving effect to |
governmental
actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to (i) the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above
and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of
the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.
| 4. | Assuming the due authorization of the Notes by the Issuer and the due authorization of the Guarantee
endorsed on each Note by the Guarantor, the Guarantees, when the Notes (and the Guarantees endorsed thereon) are executed and authenticated
in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will be valid and binding
obligations of the Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory
actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law
on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision that permits
holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to constitute
unearned interest. |
| 5. | Assuming that the Distribution Agreement has been duly authorized, executed and delivered by the
Issuer insofar as English law is concerned and the Guarantor insofar as Scots law is concerned, under the laws of the State of
New York relating to personal jurisdiction, each of the Issuer and the Guarantor has, pursuant to Section 17 of the Distribution
Agreement and Section 1.14 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any
state or United States federal court located in the Borough of Manhattan, the City of New York, New York (each a “New
York Court”) in any action arising out of or relating to the Indenture and the Distribution Agreement or the transactions
contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue
of a proceeding in any such New York Court, and has validly and irrevocably appointed the Chief U.S. Counsel of Lloyds Bank plc
(or any successor thereto) as its authorized agent for the purpose described in Section 17 of the Distribution |
Agreement
and Section 1.14 of the Indenture; and service of process effected on such agent in the manner set forth in Section 17 of the Distribution
Agreement and Section 1.14 of the Indenture will be effective to confer valid personal jurisdiction on the Issuer and the Guarantor.
| 6. | Neither the Issuer nor the Guarantor is required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended. |
| 7. | Except as disclosed in the Prospectus, the execution and delivery by the Issuer of, and the performance
by the Issuer of its respective obligations under, the Distribution Agreement, the Indenture, the Notes and the Guarantees (collectively,
the “Documents”), and the execution and delivery by the Guarantor of, and the performance by the Guarantor of
its obligations under, the Documents will not contravene any provision of the statutory laws of the State of New York or any federal
law of the United States of America that in such counsel’s experience is normally applicable to general business corporations
in relation to transactions of the type contemplated thereby, provided that such counsel expresses no opinion as to federal or
state securities laws. |
| 8. | No consent, approval, authorization or order of, or qualification with, any governmental body or
agency under the laws of the State of New York or any federal law of the United States of America that in such counsel’s
experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the
Documents is required for the execution, delivery and performance by the Issuer or the Guarantor of their respective obligations
under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which such counsel
expresses no opinion and except that no opinion is expressed herein with respect to whether the purchase of any Notes constitutes
a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or
Section 4975 of the Internal Revenue Code of 1986, as amended, or any laws similar to those provisions. |
Such counsel has considered the statements
included in the Base Prospectus under the caption “Description of Debt Securities” and the Prospectus Supplement under
the caption “Description of the Notes and the Guarantees” insofar as they summarize provisions of the Documents. In
such counsel’s opinion, such statements fairly summarize these provisions in all material respects. The statements included
in the Prospectus Supplement under the caption “U.S. Federal Income Tax Consequences,” insofar as they purport to describe
provisions of U.S. federal income tax laws or legal conclusions with respect thereto, in our opinion
fairly and accurately summarize the matters
referred to therein in all material respects.
Such counsel wishes to point out that the
opinions in paragraphs 2, 3, 4, 7 and 8 above and the opinion in the preceding paragraph as to the statements in the Prospectus
under the captions “Description of Debt Securities” (in the Base Prospectus) and “Description of the Notes and
the Guarantees” (in the Prospectus Supplement) do not address any application of the Commodity Exchange Act, as amended,
or the rules, regulations or interpretations of the Commodity Futures Trading Commission to the Securities, the payments of principal
or interest on which, or any other payment with respect to which, will be determined by reference to one or more currency exchange
rates, commodity prices, securities issued by the Issuer, the Guarantor or by entities affiliated or unaffiliated with the Issuer
or the Guarantor, baskets of such securities or indices and on such other terms as may be set forth in the relevant pricing supplement
specifically relating to the Securities.
ANNEX II
FORM OF 10b-5 LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE ISSUER AND THE GUARANTOR
On the basis of the information gained
in the course of the performance of the services rendered above, but without independent check or verification except as stated
above:
| 1. | the Registration Statement and the Prospectus appear on their face to be appropriately responsive
in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder;
and |
| 2. | nothing has come to such counsel’s attention that causes such counsel to believe that in
so far as relevant to the offering of the Securities: |
| a. | the Registration Statement as of the date hereof contains any untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or |
| b. | the Prospectus as of the date hereof contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. |
In providing this letter to the Agents,
such counsel has not been called to pass upon, and such counsel expresses no view regarding (i) the financial statements or financial
schedules or other financial or accounting data included in the Registration Statement or the Prospectus or (ii) the Statement
of Eligibility of the Trustee on Form T-1. It is understood, for the purpose of this letter, that any data furnished in accordance
with “Guide 3. Statistical Disclosure by Bank Holding Companies” under the Act is financial data.
Such counsel points out that this letter
does not address any application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the
Commodity Futures Trading Commission to the Securities, the payments of principal or interest on which, or any other payment with
respect to which, will be determined by reference to one or more currency exchange rates, commodity prices, securities issued by
the Issuer, the Guarantor or by entities affiliated or unaffiliated with the Issuer or the Guarantor, baskets of such securities
or indices and on such other terms as may be set forth in the relevant pricing supplement specifically relating to the Securities.
ANNEX III
FORM OF CMS CAMERON MCKENNA LLP, SCOTTISH
COUNSEL
FOR THE GUARANTOR
Based upon and subject to the foregoing
and to any matters not disclosed to such counsel, and except as thereinafter qualified, such counsel is of the opinion that so
far as the present law of Scotland is concerned and as at the date therein:
| 1. | Status and capacity: the Guarantor has been duly incorporated in Great Britain as a limited
liability company and is validly registered under the law of Scotland, and has the corporate power and authority under such law
to conduct its business through its subsidiaries as expressly described in the Prospectus and/or Prospectus Supplement. The Search
revealed no order or resolution for the winding-up of the Guarantor and no notice of appointment in respect of the Guarantor of
a liquidator, receiver, administrative receiver or administrator as at the date and time of the Search. |
| 2. | Corporate authority and execution: The creation and issuance of the Guarantees, and the
execution, delivery and performance by the Guarantor of the Documents, is within the corporate power of the Guarantor, and has
been duly authorised by all necessary corporate action on the part of the Guarantor, and, insofar as Scots law governs the formalities
of execution and delivery thereof, each Document has been duly executed and delivered by the Guarantor. |
| 3. | Documents binding: The obligations on the part of the Guarantor under the Documents are
legal, valid and binding obligations of the Guarantor enforceable against the Guarantor (as the case may be) in the Scottish courts. |
| 4. | Guarantees binding: Each of the Guarantees (upon endorsement on the Notes in accordance
with the terms of the Senior Indenture), insofar as Scots law governs the formalities of execution and delivery thereof, will have
been duly executed by or on behalf of the Guarantor, and (upon execution, authentication, issue and delivery of the relevant Notes)
the obligations on the part of the Guarantor under the Guarantees will constitute legal, valid and binding obligations of the Guarantor
enforceable against the Guarantor in the Scottish courts. |
| 5. | Official consents: No authorisations, approvals, consents or licences of governmental, judicial
or public bodies or authorities of or in Scotland (together consents), except such consents as may be required under statutory
provisions (other than the Companies Act 2006 as it applies to a company having its registered office in Scotland) or regulations
or practices applying in Great Britain as a whole, are required by the |
Guarantor,
as a result of being a Scottish registered company, for the execution, issue and delivery of the Guarantees.
| 6. | Non-conflict with constitution or laws: Neither the execution, delivery and performance
by the Guarantor of the Documents, nor the execution, issue, delivery and performance by the Guarantor of the Guarantees, will
of itself result in any violation in any material respect of: |
| (a) | the Articles of Association of the Guarantor; or |
| (b) | any existing applicable mandatory provision of Scots law or regulation. |
| 7. | Enforcement and choice of law: The Selling Agents would under current practice of the Scottish
courts (assuming the effect of Section 17 of the Distribution Agreement is not to prorogate the exclusive jurisdiction of the courts
in the Borough of Manhattan therein referred to (the New York Courts)) be permitted to commence proceedings against the
Guarantor in the Scottish courts for enforcement of the Distribution Agreement and the Scottish courts would accept jurisdiction
in any proceedings for so long as the Guarantor remained domiciled in Scotland, and, upon proper averments being made in a Scottish
court in any such proceedings, the choice of the law of the State of New York as the governing law of the Distribution Agreement
would be upheld as a valid choice of law by that court. |
| 8. | Submission to jurisdiction: The submission by the Guarantor in Section 17 of the Distribution
Agreement to the jurisdiction of the New York Courts, and the designation, appointment and empowerment by the Guarantor under the
said Section 17 of an agent for service, would be upheld by the Scottish courts as valid and effective. |
| 9. | Recognition of foreign judgments: In relation to any Guarantee or other Document which is
expressed to be governed by the law of the State of New York as its governing law, a judgment of the New York Courts as the relevant
forum against the Guarantor would be recognised in Scotland through an action of decree–conform under common law in the Court
of Session in Scotland, assuming that (I) the court which issued the judgment had jurisdiction and acted judicially with no element
of unfairness, (II) such judgment was final, not obtained by fraud, or a revenue or penal action, remained capable of enforcement
in the place it was pronounced and was not contrary to natural justice, and (III) enforcement of the judgment is not contrary to
Scottish public policy. |
ANNEX IV
FORM OF OPINION OF LINKLATERS LLP
ENGLISH SOLICITORS FOR THE ISSUER
Based upon the documents referred to, and
assumptions made, therein and subject to the qualification therein and to matters not disclosed to such counsel, such counsel is
of the following opinion:
| 1. | The Issuer is a company incorporated in England under the United Kingdom Companies Acts. |
| 2. | The Issuer has corporate power to enter into and to perform its obligations under the Principal
Agreements and the Notes and has taken all necessary corporate action to authorise its execution, delivery and performance of the
Principal Agreements and the Notes. |
| 3. | No United Kingdom stamp duty (including that charged on the issue of bearer instruments) is payable
in connection with the execution and delivery of the Principal Agreements, the Guarantee, or the issue of the Notes. Stamp duty
reserve tax may arise where the Notes are issued into a clearance system or depository receipt system, where the Notes do not constitute
exempt loan capital for the purposes of Subsections 79(4), (5) and (6) of the Finance Act 1986. Such counsel has not been asked
to, and such counsel does not, express (i) any other opinion as to such duties or taxes that will or may arise as a result of any
other transaction effected in connection with the Notes or (ii) any opinion as to any other taxation (including Value Added Tax)
which will or may arise as a result of any transaction effected in connection with the Notes. |
| 4. | The statements in the section of the Prospectus Supplement entitled “Taxation in the United
Kingdom”, insofar as such statements constitute a general summary of both current United Kingdom tax law and United Kingdom
H.M. Revenue & Customs practice relevant to the issue of the Notes, fairly and accurately summarise the matters referred to
therein. |
| 5. | There are no consents, approvals, authorisations or orders required by the Issuer or the Guarantor
from any governmental or other regulatory agencies in the United Kingdom in connection with the issue and offering of the Notes,
the performance by the Issuer of its obligations under the Principal Agreements and the Notes or the performance by the Guarantor
of its obligations under the Guarantee. |
| 6. | There are no registration, filing or similar formalities imposed in the United Kingdom upon the
Issuer, the Guarantor or the Selling Agents in relation to the issue or offering of the Notes or the performance by the Issuer
or the Guarantor of their obligations under the Notes and the |
Guarantee,
respectively, provided that no public offer by the Issuer, the Guarantor or the Selling Agents (or any person acting on their behalf)
is made in the United Kingdom, other than in the circumstances set out in Section 86 of the FSMA.
| 7. | There will be no contravention of the provisions of Section 118 of the FSMA or Sections 89(2) or
90(1) of the Financial Services Act 2012 in respect of stabilisation transactions carried out in respect of the Notes (“Stabilisation
Transactions”), or of the insider dealing provisions contained in Part V of the Criminal Justice Act 1993 by virtue of
dealing in or encouraging another person to deal in the Notes for the purposes of Stabilisation Transactions provided that anything
done for the purpose of Stabilisation Transactions is done in conformity with the price stabilising rules of the FCA and is done
during such period before and after the issue of the Notes as is specified by those rules. |
| 8. | If proceedings were brought before the English courts and New York law was pleaded and proved as
a fact in accordance with English Court procedural and evidential rules, the choice of New York law as the governing law of the
Principal Agreements and the Notes would be recognised in England. |
| 9. | The submission to the jurisdiction of the New York Courts (as defined below) by the Issuer and
appointment of an agent for the service of process contained in the Senior Indenture and the Distribution Agreement are valid under
English law as currently in force and under current practice of the English courts at the date hereof; and a final and conclusive
judgment of any state or federal court in the City and State of New York (each a “New York Court” and together
the “New York Courts”) in respect of any legal suit, action or proceeding brought to enforce any liability of
the Issuer under the Principal Agreements or the Notes (a “United States Judgment”) would be capable of being
enforced by fresh proceedings in an English court against the Issuer without the necessity for a re-trial or re-examination of
the matters thereby adjudicated unless: |
| (i) | the English court is not satisfied, in accordance with its own conflict of law principles, that
the New York Court had jurisdiction over the Issuer (the English court will normally be so satisfied if the Issuer has freely submitted
to the jurisdiction of the New York Court); |
| (ii) | the judgment is not for a specific sum of money; |
| (iii) | the judgment was not final and conclusive; |
| (iv) | the judgment was obtained by fraud or misrepresentation; |
| (v) | the foreign judgment was inconsistent with an earlier judgment relating to the same issue of a
court having jurisdiction over the matter; |
| (vi) | enforcement of the judgment would be contrary to English public policy or if the proceedings in
which the judgment was obtained were contrary to natural justice; or |
| (vii) | the proceedings were of a revenue or penal nature; and |
provided that:
| (i) | execution of an English judgment based on a judgment of a New York Court may be stayed if the latter
judgment is the subject of a pending appeal or the judgment debtor is entitled and intends to appeal against the judgment; |
| (ii) | in any proceedings to enforce in an English court a foreign judgment (including a United States
Judgment) it is open to the defendant to raise any counterclaim that he could have brought if the action had originally been brought
in England unless the subject of the counterclaim was in issue and decided in the proceedings before the New York Court; and |
| (iii) | (a) by virtue of the Protection of Trading Interests Act 1980, a judgment for multiple damages
will not be enforceable and (b) under that Act, United Kingdom citizens and corporations and other persons carrying on business
in the United Kingdom may recover sums paid under foreign judgments (including a United States Judgment) for multiple damages in
excess of the compensation for the loss of the person in whose favour the foreign judgment was given. |
| 10. | There will have been no contravention of the provisions of Section 21 of the FSMA provided that
the contents of any communication within the scope of that section, made or caused to be made in the United Kingdom (or, in the
case of a communication originating outside the United Kingdom, capable of having an effect in the United Kingdom) (within the
meaning of that Act) were first approved by an authorised person for the purposes of that Act or the communication fell within
one of the exceptions contained in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. |
| 11. | Neither the execution, delivery and performance by the Issuer of the Principal Agreements, nor
the creation or issue of Notes, will of itself (a) result in any violation of the Articles of Association of the Issuer or (b)
any violation in any material respect of any applicable mandatory |
provision
of English law or regulation of general application binding on the Issuer.
ANNEX V
FORM OF OPINION OF
ALLEN & OVERY LLP, U.S. COUNSEL
FOR THE SELLING AGENTS
Based on the foregoing, and subject to
the qualifications therein, such counsel is of the opinion that:
| (a) | The Senior Indenture has been duly qualified under the U.S. Trust Indenture Act of 1939, as amended
(the Trust Indenture Act), and has been executed and delivered by each of the Issuer and the Guarantor and constitutes a
valid and binding obligation of each of the Issuer and the Guarantor, enforceable against each of the Issuer and the Guarantor
in accordance with its terms. |
| (b) | The Notes to be issued under the Senior Indenture, when issued in accordance with the Agreements,
will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, and
such Notes will be entitled to the benefits of the Senior Indenture. |
| (c) | The Guarantees of the Notes to be issued under the Senior Indenture, when issued in accordance
with the Agreements, will constitute valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance
with their terms, and such Guarantees will be entitled to the benefits of the Senior Indenture. |
Exhibit 4.11
_______________________________________
LLOYDS BANK PLC
as Issuer,
LLOYDS BANKING GROUP PLC
as Guarantor,
and
THE BANK OF NEW YORK MELLON,
acting through its London Branch
as Trustee
_______________________________________
EIGHTH SUPPLEMENTAL INDENTURE
dated as of June 2, 2016
to
THE SENIOR DEBT SECURITIES INDENTURE
dated as of January 21, 2011
_______________________________________
EIGHTH SUPPLEMENTAL
INDENTURE (“Eighth Supplemental Indenture”), dated as of June 2, 2016, among LLOYDS BANK PLC, a corporation
incorporated in England and Wales with registered number 2065, as issuer (the “Company”), LLOYDS BANKING GROUP
PLC, a corporation incorporated in Scotland with registered number 95000, as guarantor (the “Guarantor”) and
THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”).
WITNESSETH
WHEREAS,
the Company, the Guarantor and the Trustee have executed and delivered an indenture dated as of January 21, 2011 (the “Base
Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of June 6, 2011 (the “First
Supplemental Indenture”), the Third Supplemental Indenture dated September 5, 2014 (the “Third Supplemental
Indenture”), the Fourth Supplemental Indenture for the Medium-Term Notes, Series A dated September 29, 2014 (the “2014
Fourth Supplemental Indenture”), the Fourth Supplemental Indenture dated as of March 17, 2015 (the “2015 Fourth
Supplemental Indenture”), the Fifth Supplemental Indenture dated as of May 14, 2015 (the “Fifth Supplemental
Indenture”), the Sixth Supplemental Indenture dated as of August 17, 2015 (the “Sixth Supplemental Indenture”)
and the Seventh Supplemental Indenture dated as of January 22, 2016 (the “Seventh Supplemental Indenture”
and, together with the Base Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, the 2014 Fourth
Supplemental Indenture, the 2015 Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture,
the “Base Series A Indenture”) to provide for the issuance of the Company’s Medium-Term Notes, Series
A (the “Medium-Term Notes, Series A”) which constitute a series of the Company’s Senior Debt Securities
(the “Securities”). We refer to the Base Series A Indenture, as supplemented and amended by this Eighth Supplemental
Indenture, as the “Indenture.” The Medium-Term Notes, Series A may be issued from time to time in any number
of sub-series and any Medium-Term Notes, Series A issued as part of this series will constitute a single series of Medium-Term
Notes, Series A under the Indenture and shall be included in the definition of “Securities” where the context requires;
WHEREAS,
Section 9.01(i) of the Base Series A Indenture permits the Company, the Guarantor and the Trustee to make any other provisions
with respect to matters or questions arising under the Base Series A Indenture without the consent of Holders subject to certain
conditions;
WHEREAS,
there are no debt securities Outstanding of any series created prior to the execution of this Eighth Supplemental Indenture which
are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;
WHEREAS, the Company
and the Guarantor desire to amend the Base Series A Indenture to provide that the Holders of Medium-Term Notes, Series A to be
issued under the Base Series A Indenture on or after the date of this Eighth Supplemental Indenture (excluding Medium-Term Notes,
Series A that are further issuances of Medium-Term Notes, Series A issued under the Base Series A Indenture prior to the date
of
this Eighth Supplemental Indenture, with the same terms as such Medium-Term Notes, Series A originally issued prior to the date
of this Eighth Supplemental Indenture) shall be bound by and shall be deemed to consent to the terms set forth in this Eighth
Supplemental Indenture, rather than as had been set forth in the 2014 Fourth Supplemental Indenture;
WHEREAS,
Section 9.01(f) of the Base Series A Indenture permits the Company, the Guarantor 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 Base Series A Indenture without the consent of Holders;
WHEREAS, the Company
and the Guarantor desire to establish the forms of the Medium-Term Notes, Series A to be issued under the Indenture on or after
the date of this Eighth Supplemental Indenture and the form of the Guarantee to be endorsed thereon pursuant to Sections 2.01 and
3.01 of the Indenture;
WHEREAS,
the Board of Directors and the Guarantor board of directors have authorized the entry into this Eighth Supplemental Indenture,
as required by Section 9.01 of the Base Series A Indenture;
WHEREAS,
the Company and the Guarantor have requested that the Trustee execute and deliver this Eighth Supplemental Indenture and whereas
all actions required by it to be taken in order to make this Eighth 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 Eighth Supplemental Indenture
has been duly authorized in all respects; and
WHEREAS,
where indicated, this Eighth Supplemental Indenture shall amend and supplement the Base Series A Indenture; to the extent that
the terms of the Base Series A Indenture are inconsistent with such provisions of this Eighth Supplemental Indenture, the terms
of this Eighth Supplemental Indenture shall govern.
NOW,
THEREFORE, the Company, the Guarantor and the Trustee mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
Section
1.01. Definition of Terms. For all purposes of this Eighth Supplemental Indenture:
(a) a
term defined anywhere in this Eighth 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 Base Series A Indenture;
(c) the
singular includes the plural and vice versa;
(d) headings
are for convenience of reference only and do not affect interpretation; and
(e) for
the purposes of this Eighth Supplemental Indenture and the Base Series A Indenture, the term “series” shall mean a
series of Securities.
ARTICLE 2
APPLICATION OF 2014 FOURTH SUPPLEMENTAL INDENTURE
Section
2.01. Application of 2014 Fourth Supplemental Indenture. Articles 2 and 3 of the 2014 Fourth Supplemental Indenture shall
not apply to the Medium-Term Notes, Series A issued under the Base Series A Indenture on or after the date of this Eighth Supplemental
Indenture (excluding Medium-Term Notes, Series A that are further issuances of Medium-Term Notes, Series A issued under the Base
Series A Indenture prior to the date of this Eighth Supplemental Indenture, with the same terms as such Medium-Term Notes, Series
A originally issued prior to the date of this Eighth Supplemental Indenture) (the “New Securities”).
ARTICLE 3
FORM OF SECURITIES AND GUARANTEE
Section
3.01. Form of Medium-Term Note, Series A. The forms of any New Securities shall be substantially in the forms of Exhibit
A or Exhibit B to this Eighth Supplemental Indenture and as may be determined from time to time pursuant to Company
Orders pursuant to Section 3.01 of the Base Indenture and in accordance with Section 3.03 of the First Supplemental Indenture.
Section
3.02. Form of Guarantee To Be Endorsed on Medium-Term Note, Series A. The form of any Guarantee to be endorsed on any
New Securities shall be substantially in the form of Exhibit C to this Eighth Supplemental Indenture.
ARTICLE 4
ADDITIONAL TERMS APPLICABLE TO THE SECURITIES
Section
4.01. Addition of Definitions. With respect to any New Securities for which “Bail-In Agreement” has been
specified as being applicable on the face of the relevant Global Security, Section 1.01 of the Base Series A Indenture is amended
to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Beneficial
Owners” shall mean (a) if any Medium-Term Notes, Series A are in global form, the beneficial owners of the Medium-Term
Notes, Series A (and any interest therein) and (b) if the Medium-Term Notes, Series A are held in definitive form, the Holders
in whose names the Medium-Term Notes, Series A are registered in the Senior Debt Security Register and any beneficial owners holding
an interest in such Medium-Term Notes, Series A held in definitive form.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of 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 the Guarantor, or other affiliates
of the Company or the Guarantor, including but not limited to any such laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context
of a U.K. resolution regime under the U.K. Banking Act 2009 as the same may be amended from time to time (whether pursuant to
the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a
bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person.
Section
4.02. Events of Default. With respect to the New Securities for which “Bail-In Agreement” has been specified
as being applicable on the face of the relevant Global Security, Section 5.01 of the Base Series A Indenture is amended by adding
the following sentence at the end of the section:
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.
Section
4.03. Compensation and Reimbursement. With respect to the New Securities for which “Bail-In Agreement”
has been specified as being applicable on the face of the relevant Global Security, Section 6.07 of the Base Series A 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 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. To the extent the Company’s obligations to reimburse and indemnify
the Trustee pursuant to this Section 6.07 are excluded liabilities under the U.K. Banking Act 2009 or otherwise excluded from
any exercise of the U.K. bail-in power by the relevant U.K. resolution authority by legislation, rule, regulation or regulatory
technical standard, such liabilities shall survive the application of such U.K. bail-in power.
Section
4.04. Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the New Securities
for which “Bail-In Agreement” has been specified as being applicable on the face of the relevant Global Security:
(a) Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Medium-Term
Notes, Series A, by purchasing or acquiring the Medium-Term Notes, Series A, each Holder (including each Beneficial Owner) of
the Medium-Term Notes, Series A 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 Medium-Term Notes, Series A; (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Medium-Term Notes, Series A into shares or other securities or other obligations of the Company,
the Guarantor or another person; and/or (iii) the amendment or alteration of the maturity of the Medium-Term Notes, Series A ,
or amendment of the amount of interest due on the Medium-Term Notes, Series A, or the dates on which interest becomes payable,
including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the
terms of the Medium-Term Notes, Series A solely to give effect to the exercise by the relevant U.K. resolution authority of such
U.K. bail-in power. Each Holder and Beneficial Owner of the Medium-Term Notes, Series A further acknowledges and agrees that the
rights of the Holders and/or Beneficial Owners under the Medium-Term Notes, Series A 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 Medium-Term Notes, Series A, each Holder and Beneficial Owner of the Medium-Term Notes, Series A:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Medium-Term
Notes, Series A shall not 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 Medium-Term Notes, Series A; 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 of the Medium-Term Notes, Series A under Section 5.12 of the Base
Series A Indenture, and (b) neither the Base Series A Indenture nor this Eighth 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 Medium-Term Notes, Series A 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 Medium-Term Notes, Series A), then the Trustee’s duties under the Indenture
shall remain applicable with respect to the Medium-Term Notes, Series A following such completion to the extent that the Company,
the Guarantor and the Trustee shall agree pursuant to a supplemental indenture or an amendment to this Eighth Supplemental Indenture.
(c) By
purchasing or acquiring the Medium-Term Notes, Series A, each Holder and Beneficial Owner that acquires its Medium-Term Notes,
Series A in the secondary market shall be deemed to acknowledge and 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 Medium-Term Notes, Series A that acquire the Medium-Term
Notes, Series A 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 Medium-Term Notes, Series A related to the U.K. bail-in power.
(d) By
purchasing or acquiring the Medium-Term Notes, Series A, each Holder and Beneficial Owner shall also 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 Medium-Term Notes, Series A and (ii) authorized, directed and requested
the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Medium-Term Notes,
Series A to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to
the Medium-Term Notes, Series A 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 Medium-Term Notes, Series A or payment of interest on the Medium-Term Notes, Series A
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 and the European Union applicable to the Company
and the Group. For the avoidance of doubt, the obligations of the Guarantor under the Guarantee shall be extinguished to the extent
of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority with respect to the Medium-Term Notes, Series
A.
(f) Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Medium-Term Notes, Series
A, the Company shall provide a written notice to the Depositary 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 only.
ARTICLE
5
Amendment to the Indenture
Section
5.01. Amendment of Amount Unlimited; Issuable in Series. With respect to any series of Medium-Term Notes, Series A,
issued under the Indenture, Section 3.01(r) of the Base Series A Indenture is amended and restated in its entirety and shall read
as follows:
(r) if
the amounts of payments of principal of (and premium, if any) or interest, if any, on the Medium-Term Notes, Series A of the series
may be determined with reference to any currencies, commodities or securities of the Company or the Guarantor or of other entities,
a basket or baskets of those currencies, commodities or securities, or an index or indices of those currencies, commodities or
securities, or interest rates, or intangibles, articles, or goods, or any other financial or economic or other measure or instrument,
including the occurrence or non-occurrence of any event or circumstance, or are otherwise not fixed on the original issue date
thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized
to calculate such amounts;
ARTICLE 6
MISCELLANEOUS
Section
6.01. Effect Of Supplemental Indenture. Upon the execution and delivery of this Eighth Supplemental Indenture by each
of the Company, the Guarantor and the Trustee, and the delivery of the documents referred to in Section 6.02 herein, the Base
Series A Indenture shall be supplemented in accordance herewith, and this Eighth Supplemental Indenture shall form a part of the
Indenture for all purposes in respect of the Medium-Term Notes, Series A or otherwise as applicable.
Section 6.02. 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 Base Series A Indenture. As specified in Section 9.03 of the Base
Series A Indenture and subject to the provisions of Section 6.03 of the Base Series A Indenture, the Trustee shall also be entitled
to receive an Opinion of Counsel stating that this Eighth Supplemental Indenture, the Medium-Term Notes, Series A whose terms are
incorporated by reference herein and the Guarantee are each, subject to Section 1.03 of the Base Series A Indenture, a legal, valid
and binding obligation of the Company and the Guarantor enforceable in accordance with their respective terms, subject to applicable
bankruptcy, insolvency and other similar laws affecting creditor’s rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith)
and possible judicial or regulatory actions or foreign laws affecting creditors’ rights, provided that no opinion
will be made as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law on the
conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision that permits holders
to collect any portion of the stated principal amount upon
acceleration
of the Medium-Term Notes, Series A to the extent determined to constitute unearned interest, and that the Eighth 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 Eighth Supplemental Indenture complies with the applicable provisions of the Base Series A Indenture.
Section
6.03. Confirmation Of Indenture. The Base Series A Indenture, as supplemented and amended by this Eighth Supplemental
Indenture with respect to the Medium-Term Notes, Series A or otherwise as applicable, is in all respects ratified and confirmed,
and the Base Series A Indenture, this Eighth Supplemental Indenture and all indentures supplemental thereto shall, in respect
of the Medium-Term Notes, Series A or otherwise as applicable, be read, taken and construed as one and the same instrument. This
Eighth Supplemental Indenture constitutes an integral part of the Base Series A Indenture and, where applicable, with respect
to the Medium-Term Notes, Series A. In the event of a conflict between the terms and conditions of the Base Series A Indenture
and the terms and conditions of this Eighth Supplemental Indenture, the terms and conditions of this Eighth Supplemental Indenture
shall prevail where applicable.
Section
6.04. Concerning The Trustee. The Trustee does not make any representations as to the validity or sufficiency of this
Eighth Supplemental Indenture, the Guarantee or the Notes. The recitals and statements herein are deemed to be those of the Company
and the Guarantor and not the Trustee. In entering into this Eighth Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Base Series A Indenture relating to the conduct of or affecting the liability of or affording
protection to the Trustee.
Section
6.05. Governing Law. This Eighth Supplemental Indenture, the Securities and the Guarantee shall be governed by and construed
in accordance with the laws of the State of New York, except that the authorization and execution by the Company and the Guarantor
of this Eighth Supplemental Indenture, the Securities and the Guarantee 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 Guarantor and the Trustee, as the case may
be.
Section
6.06. Separability. In case any provision contained in this Eighth 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
6.07. Counterparts. This Eighth 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.
Section 6.08. Concerning
BRRD Liability. Notwithstanding and to the exclusion of any other term of this Eighth Supplemental Indenture or the Base Series
A Indenture or any other agreements, arrangements, or understanding between the Company or the Guarantor and the Trustee, the Trustee
acknowledges and accepts that a BRRD Liability arising under this Eighth Supplemental Indenture may be subject to the exercise
of Bail-in Powers by the Relevant Resolution Authority (but only to the extent applicable), and 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 the Company
or the Guarantor to the Trustee under this Eighth Supplemental Indenture or the Base Series A 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 Company, the
Guarantor or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations);
iii. the
cancellation of the BRRD Liability; and/or
iv. the
amendment or alteration of 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 Eighth 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.
“Bail-in
Legislation” means Part I of the U.K. Banking Act 2009 and any other law, regulation, rule or requirement applicable
from time to time in the U.K. relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD
Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in
Legislation may be exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the Company or the Guarantor.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
[Signature
Pages Follow]
IN WITNESS
WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the date first written above.
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LLOYDS BANK PLC, as Issuer |
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By: /s/ Suzy Margretts |
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Name: Suzy Margretts |
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Title: Senior Director, MTNs
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LLOYDS BANKING GROUP PLC, as Guarantor |
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By: /s/ Suzy Margretts |
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Name: Suzy Margretts |
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Title: Senior Director, MTNs |
[Signature
Page to Eighth Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee |
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By: /s/ Trevor Blewer |
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Name: Trevor Blewer |
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Title: Vice President
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[Signature
Page to Eighth Supplemental Indenture]
EXHIBIT
A
[FORM
OF FACE OF NOTE]
LLOYDS
BANK PLC
MEDIUM-TERM
NOTES, SERIES A
Fully
and Unconditionally Guaranteed by
LLOYDS BANKING GROUP PLC
[Title
of Fixed Rate Note]
| REGISTERED |
[US$___________] |
| No. ___ |
[CUSIP: _____________] |
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[ISIN: _____________] |
[Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is 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.]1
1
Applies if this Note is a Registered Note settled
into DTC.
[Title
of Fixed Rate Note]
| Original Issue Date: |
[_] |
| Interest Accrual Date: |
[_] |
| Maturity Date: |
[_] |
| Aggregate Principal Amount: |
[_] |
| Principal Amount: |
[_] |
| Minimum Denominations: |
[_] |
| Specified Currency: |
[_]2 |
| If Specified Currency other than U.S. dollars, option to elect
payment in U.S. dollars: |
[_]3 |
| Interest Rate: |
[_] |
| Interest Payment Date: |
[_] |
| Interest Payment Period: |
[_] |
| Initial Redemption Date: |
[_] |
| Redemption Notice Period: |
[_]4 |
| Optional Repayment Date(s): |
[_] |
| Tax Redemption: |
[Applicable]5 |
| Bail-in Agreement: |
[Applicable] |
| Exchange Rate Agent: |
[_] |
| Other Provisions: |
The Holder of this Note and the owner of any beneficial interest
herein, by their purchase of this Note or such beneficial interest herein, are hereby deemed to have consented to any amendment
to this Note that conforms the |
2
If Specified Currency is not USD, insert currency conversion mechanics, as applicable.
3
Applies if this is a Registered Global Security, unless new arrangements are made with
DTC outside of existing Letter of Representations.
4
Applicable if other than 30-60 calendar days.
5
Default provision is “Applicable.” Indicate “N.A.” for certain
notes issued on a global basis if specified in applicable pricing supplement.
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terms of this Note to the terms as set forth in Pricing Supplement No. ___ dated _______[,
as amended by Amendment No. ___ theretodated _____]6,
and the prospectus supplement and prospectus referred to therein, each related to this Note and filed with the Securities
and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to this Note without any further
consent thereto of the Holder hereof or of such owner. |
Lloyds
Bank plc, a public limited company incorporated in England and Wales, (the “Issuer,” which term includes any
successor person under the Indenture), for value received, hereby promises to pay to [Cede & Co.], or registered assignees,
the amount in cash, or other property, as determined in accordance with the provisions set forth above, due with respect to [the
principal sum]7[each Principal Amount specified above
of the Aggregate Principal Amount]8 specified above
on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon,
if provided for on the face of this Note, at the Interest Rate per annum specified above, from and including the Interest Accrual
Date specified above until but excluding the date [the amount due with respect to]8 the principal hereof is paid or
duly made available for payment monthly, quarterly, semi-annually or annually in arrears (as specified above as the Interest Payment
Period) on each Interest Payment Date (as specified above), commencing on the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and on the Maturity Date (or on any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs between a Record Date and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered Holder of this Note on
the Record Date with respect to such second Interest Payment Date.
Interest
on this Note, if any, will accrue from and including the most recent Interest Payment Date to which interest has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest
6
Applicable if there is an amendment to the pricing supplement filed with the Securities
and Exchange Commission prior to settlement of this Note.
7
To be used for non-structured products.
8
To be used for structured products.
Accrual Date, until
but excluding the date [the amount due with respect to]8 the principal hereof has been paid or duly made available
for payment (except as provided below). The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the Holder in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date one Clearing System Business Day prior to the date the interest for
such Interest Payment Date is paid (each such date, a “Record Date”); provided, however, that
any interest payable at maturity (or any redemption or repayment date) will be payable to the person
to whom the [amount due with respect to the]8 principal hereof shall be payable.
Payment
of the [amount due with respect to the]8 principal amount of (and premium, if any) and any interest on, and any additional
amounts with respect to, this Note 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 through a Paying Agent of the
Issuer outside the United Kingdom for collection by the Holder.
The
due and punctual payment by the Issuer of the principal of (and premium, if any) and any interest on, and any additional amounts
with respect to, this Note when and as the same shall become due and payable is fully and unconditionally guaranteed by the Guarantor.
If
“Bail-in Agreement” is specified as applicable on the face of this Note, then the bail-in provisions on the reverse
of this Note shall apply.
Reference
is hereby made to the further provisions of this Note 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 signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
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LLOYDS BANK PLC |
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| Dated: |
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By: |
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Name: |
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Title: |
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
Note is one of the Medium-Term Notes, Series A referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON, as Trustee |
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| Dated: |
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By: |
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Authorized Signatory: |
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[FORM
OF REVERSE OF NOTE]
This
note (the “Note”) is one of a duly authorized issue of Medium-Term Notes, Series A (the “Medium-Term
Notes, Series A”) of the Issuer and fully and unconditionally guaranteed by the Guarantor. The Notes are issuable under
a Senior Debt Securities Indenture dated as of January 21, 2011 among the Issuer, the Guarantor and The Bank of New York Mellon,
as trustee (the “Trustee,” which term includes any successor trustee for the Notes under the Indenture), as
supplemented by the First Supplemental Indenture dated as of June 6, 2011, the Third Supplemental Indenture dated as of September
5, 2014, the Fourth Supplemental Indenture for the Medium-Term Notes, Series A dated as of September 29, 2014, the Fourth Supplemental
Indenture dated as of March 17, 2015, the Fifth Supplemental Indenture dated as of May 14, 2015, the Sixth Supplemental Indenture
dated as of August 17, 2015, the Seventh Supplemental Indenture dated as of January 22, 2016 and the Eighth Supplemental Indenture
dated as of June 2, 2016, among the Issuer, the Guarantor, and the Trustee (such Senior Debt Securities Indenture, as supplemented
by the supplements listed above and as may be further supplemented or amended from time to time, 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 of the Issuer, the Guarantor, the Trustee and Holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered.
The
Issuer may, without the consent of the Holders of the Notes or any series of Senior Debt Securities issued under the Indenture,
issue additional Notes or Medium-Term Notes, Series A forming a part of the series known as Medium-Term Notes, Series A, in each
case, whether or not having the same interest rate, maturity date, redemption terms and other terms as the Notes or any Medium-Term
Notes, Series A, provided that, for U.S. federal income tax purposes, such further Notes must be fungible with the Notes,
and such further Medium-Term Notes, Series A must be fungible with any Medium-Term Notes, Series A of the series known as Medium-Term
Notes, Series A, or, in each case, must be issued under a different CUSIP, ISIN and/or Common Code number, as applicable. Any
such Notes, together with this Note, will constitute a single sub-series of Medium-Term Notes, Series A under the Indenture and
any such Notes, together with any other Medium-Term Notes, Series A, will constitute a single series of Senior Debt Securities
under the Indenture. The Notes will initially be issued in the form of one or more global Notes (each, a “Global Senior
Note”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive
Senior Debt Securities.
The
Medium-Term Notes, Series A will constitute unsecured and unsubordinated obligations of the Issuer and the Guarantor, as described
herein, and will rank pari passu without any preference among themselves.
If
an Event of Default with respect to the Medium-Term Notes, Series A 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 Medium-Term Notes, Series A may declare
the principal amount of, and any accrued interest on, all the Medium-Term Notes, Series A to be due and payable immediately, in
the manner, with the effect and subject to the conditions provided in the Indenture.
If
an Event of Default with respect to the Medium-Term Notes, Series A shall have occurred and be continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of Holders of Medium-Term Notes, Series A 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 thereon, or to enforce
any other proper remedy, including the institution of proceedings in England or Scotland (but not elsewhere) for the winding up
of the Issuer or the Guarantor, respectively.
By
acceptance of this Note, the Holder will be deemed to have waived any right of set-off or counterclaim or combination of accounts
with respect to this Note or the Indenture (or between the obligations under or in respect of this Note and any liability owed
by the Holder to the Issuer) that they might otherwise have against the Issuer or the Guarantor, whether before or during a winding-up
of the Issuer or the Guarantor.
The
Bank of New York Mellon, at its corporate trust office in The City of New York, acts as the paying agent (the “Paying
Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to this Note.
Interest
payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on the face hereof, interest payments for this Note
will be computed and paid on the basis of a 360-day year of twelve 30-day months.
In
the case where the calendar date indicated on the face hereof as an Interest Payment Date or the Maturity Date (or any redemption
or repayment date) does not fall on a Business Day or where the Interest Payment Date or the Maturity Date (or any redemption
or repayment date) is otherwise postponed according to the terms and procedures specified on the face hereof, payment of interest,
if any, premium, if any, or principal otherwise payable on such date need not be made on such date, but may be made on the Interest
Payment Date or Maturity Date (or any redemption or repayment date) as postponed with the same force and effect as if made on
the indicated calendar date, and no interest on such payment shall accrue for the period from and after the indicated calendar
date to the Interest Payment Date or the Maturity Date (or any redemption or repayment date) as postponed; provided that
if this Note has a term of not more than one year (from but excluding the Original Issue Date to and including the Maturity Date),
such
payment
shall be made on the immediately preceding Business Day of the indicated calendar date and in no event will an Interest Payment
Date or the Maturity Date occur more than one year after the Original Issue Date (excluding the Original Issue Date and including
the Interest Payment Date or Maturity Date).
Amounts
to be paid on this Note or under the Guarantee 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 Issuer or the Guarantor, as the case may be, to make such deduction or withholding, the Issuer,
or the Guarantor, as the case may be, will pay additional amounts with respect to the principal of, and interest and any other
payments on this Note (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders,
after the deduction or withholding, shall equal the amounts which would have been payable on this Note 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 this Note 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 this Note, or the collection of any payment of (or in respect of) principal
of, or any interest or other payments on, this Note or under the Guarantee;
(ii)
except in the case of winding-up of in the United Kingdom, this Note is presented (where presentation is required) for payment
in the United Kingdom;
(iii)
this Note 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 this Note or the Beneficial Owner of any payment of (or in respect of) principal of,
or any interest or other payments on, this Note failed to comply with a request of the Issuer or its liquidator or guarantor 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 withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income, or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives;
(vi)
this Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to
avoid such withholding or deduction by presenting this Note to another paying agent in a Member State of the European Union;
(vii)
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
(viii)
any combination of clauses (i) through (vii) above,
nor
shall Additional Amounts be paid with respect to the principal of, or any interest or other payments on, this Note or under the
Guarantee 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.
References
herein to the payment of the principal of or any payments on, or in respect of this Note 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.
Unless
the face hereof indicates that this Note is not subject to “Tax Redemption,” this Note is redeemable, as a whole but
not in part, at the option of the Issuer or the Guarantor, on not less than 30 nor more than 60 days’ notice to the Holders
of this Note, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount or, if this Note is an
Original Issue Discount Security, the accreted face amount thereof, or at a redemption price set forth on the face of this Note,
in each case, together with accrued but unpaid interest to the date fixed for redemption, if, at any time, the Issuer (or, if
applicable,
the Guarantor) 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 the
date on which the pricing terms relating to this Note are established:
(a) in
making any payment on this Note, it has or will or would on the next Interest Payment Date become obligated to pay Additional
Amounts;
(b) the
payment of interest on the next Interest Payment Date in respect of this Note 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 Interest Payment Date the Issuer (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect
of the payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Issuer
(or, if applicable, the Guarantor) would be materially reduced).
In
any case where the Issuer (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application
or interpretation of any laws or regulations it is entitled to redeem this Note, the Issuer (or, if applicable, the Guarantor)
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 Issuer or, if applicable, the Guarantor) in a form satisfactory
to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred
and that the Issuer (or, if applicable, the Guarantor) is entitled to exercise its right of redemption; and (ii) an Officer’s
Certificate, evidencing compliance with such provisions and stating that it is entitled to redeem this Note pursuant to the terms
of this Note.
If
the Issuer or the Guarantor elects to redeem this Note, this Note will cease to accrue interest, if any, 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 so declared due and payable and (ii) accrued and unpaid interest, if any (or, if this Note
is an Original Issue Discount Security, the accreted face amount thereof), all of the Issuer’s (or, if applicable, the Guarantor’s)
obligations in respect of the payment of the principal of, and accrued and unpaid interest, if any, on, this Note shall terminate.
If
so indicated on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial
Redemption Date specified on the face hereof on the terms set forth on the face hereof, together with interest, if any, accrued
and unpaid hereon to the date of redemption. Notice of redemption
shall
be mailed to the registered Holders of this Note designated for redemption at their addresses as the same shall appear on the
Senior Debt Security Register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within
the Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Indenture. In the
event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.
If
so indicated on the face of this Note, this Note will be subject to repayment at the option of the Holder on the Optional Repayment
Date(s) specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable
in whole or in part in the authorized minimum denominations specified on the face of this Note, and if not specified thereon,
in increments of $1,000 or, if this Note is denominated in a Specified Currency other than U.S. dollars, in increments of 1,000
units of such Specified Currency (provided that any remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the Holder hereof in the authorized minimum denominations specified on the face of this
Note, and if not specified thereon, a price equal to 100% of the principal amount to be repaid, together with interest, if any,
accrued and unpaid hereon to the date of repayment. For this Note to be repaid at the option of the Holder hereof, the Paying
Agent must receive at its corporate trust office in the Borough of Manhattan, The City of New York, at least 15 but not more than
30 calendar days prior to the date of repayment, (i) this Note with the form entitled “Option to Elect Repayment”
below duly completed or (ii) facsimile transmission or a letter from a member of a national securities exchange or the Financial
Industry Regulatory Authority Inc. or a commercial bank or a trust company in the United States setting forth the name of the
Holder of this Note, the principal amount hereof, the CUSIP number and certificate number of this Note or a description of this
Note’s tenor and terms, the principal amount hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly
completed, will be received by the Paying Agent not later than the fifth Business Day after the date of such facsimile transmission
or letter; provided, that such facsimile transmission or letter shall only be effective if this Note and form duly completed
are received by the Paying Agent by such fifth Business Day. Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.
If
“Bail-in Agreement” is specified as applicable on the face of this Note, the following provisions shall apply to this
Note:
Notwithstanding
any other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Note, by purchasing
or acquiring this Note, each Holder (including each Beneficial Owner) of this Note
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, this Note;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Note into shares or other securities
or other obligations of the Issuer, the Guarantor or another person; and/or (iii) the amendment or alteration of the maturity
of this Note, or amendment of the amount of interest due on this Note, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
this Note solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder
and Beneficial Owner of this Note further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under
this Note 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 this Note, each Holder and Beneficial Owner of this Note:
(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of
this Note shall not 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 this Note; 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 of this Note under Section 5.12 of the Indenture, and
(b) the Indenture shall not 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, this Note 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 this Note), then the Trustee’s duties under
the Indenture shall remain applicable with respect to this Note following such completion to the extent that the Issuer, the Guarantor
and the Trustee shall agree pursuant to a supplemental indenture.
By
purchasing or acquiring this Note, each Holder and Beneficial Owner that acquires this Note in the secondary market shall be deemed
to acknowledge and 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 this Note that acquire this Note upon its initial issuance, including, without limitation, with
respect to the acknowledgement and agreement to be bound by and consent to the terms of this Note related to the U.K. bail-in
power.
By
purchasing or acquiring this Note, each Holder and Beneficial Owner shall also 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 this Note and (ii) authorized, directed and requested the Depositary and any direct participant
in the Depositary or other intermediary through which it holds this Note to take any and all necessary action, if required, to
implement the exercise of any U.K. bail-in power with respect to this Note 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 this Note or payment of interest on this Note 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 Issuer under the laws and regulations
of the United Kingdom and the European Union applicable to the Issuer and the Guarantor. For the avoidance of doubt, the obligations
of the Guarantor under the Guarantee shall be extinguished to the extent of the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority with respect to the Medium-Term Notes, Series A.
Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to this Note, the Issuer shall provide
a written notice to the Depositary as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying
Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee for information purposes only.
In
case this Note shall at any time become mutilated, destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction
thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises)
shall be delivered to the Trustee, the Issuer may execute (and the Guarantee shall be endorsed thereon by the Guarantor) and the
Trustee shall authenticate and deliver in exchange therefor a new Note of the same sub-series containing identical terms and provisions
and of like amount, and bearing a number not contemporaneously outstanding, and, if this Note is destroyed, lost or stolen, only
upon receipt of evidence satisfactory to the Trustee, the Issuer and the Guarantor that this Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the
preparation,
authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, destroyed, lost or stolen.
So
long as this Note shall be outstanding, each of the Issuer and the Guarantor will cause to be maintained an office or agency for
the payment of the principal of and premium, if any, and any interest on this Note as herein provided in the Borough of Manhattan,
The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid
of this Note. The Issuer or the Guarantor may designate other agencies for the payment of said principal, premium and interest
at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor may decide. So long as there
shall be such an agency, the Issuer and the Guarantor shall keep the Paying Agent advised of the names and locations of such agencies,
if any are so designated.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Medium-Term Notes, Series A will have the right
to institute any proceeding with respect to the Indenture, this Note 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 any
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 Note or of the Indenture shall alter or impair the right of the Holder
of this Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any), and any interest
on, this Note when due and payable in accordance with the provisions of this Note and the Indenture.
Prior
to due presentment of this Note for registration of transfer, the Issuer, the Trustee, the Paying Agent and the Guarantor and
any agent of the Issuer, the Trustee, the Paying Agent or the Guarantor may treat the Holder in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee, the Paying Agent,
the Guarantor or any such agent shall be affected by notice to the contrary.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the Guarantor and the rights of the Holders of the Senior Debt Securities of each series to be affected thereby
by the Issuer and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Senior Debt
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 Senior Debt Securities of each series, on behalf of the Holders of all Senior
Debt Securities of such series, to waive compliance by the Issuer 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of
this
Note and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No
recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of the Guarantor or of
any successor corporation to the Issuer or Guarantor, either directly or through the Issuer or the Guarantor, as the case may
be, or any such successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This
Note will be governed by and construed in accordance with the laws of the State of New York, except the authorization and execution
of this Note shall be governed by (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions
of the Issuer, the Guarantor and the Trustee, as the case may be.
Unless
otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
As
used herein:
(a) “Beneficial
Owners” shall mean (a) if this Note is in global form, the beneficial owners of this Note (and any interest therein)
and (b) if this Note is held in definitive form, the Holders in whose names this Note is registered in the Senior Debt Security
Register and any beneficial owners holding an interest in this Note held in definitive form;
(b) “Business
Day” shall mean a day that (i) is any weekday that is not a legal holiday in New York, New York, London, England or
any other place of payment of this Note, and is not a date on which banking institutions in those cities are authorized or required
by law or regulation to be closed, (ii) if this Note is denominated in euro, is also a TARGET Settlement Date and (iii) if this
Note is denominated in a Specified Currency other than U.S. dollars or euro, also is not a day on which banking institutions generally
are authorized or obligated by law, regulation, or executive order to close in the Principal Financial Center of the country of
the Specified Currency. If this Note is denominated in a Specified Currency other than U.S. dollars, for purposes of currency
conversion and payments on this Note, Business Day shall mean any weekday that is not a legal holiday in New York, New York or
London, England and is not a day on which banking institutions in those cities are authorized or required by law or regulation
to be closed;
(c) “Clearing
System Business Day” shall mean a day on which the Depositary is open for business;
(d) “Principal
Financial Center” shall mean the capital city of the country issuing the Specified Currency, except for U.S. dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs, for which the Principal Financial Center is New York,
Sydney and Melbourne, Toronto, Johannesburg and Zurich, respectively;
(e) “relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power;
(f) “TARGET
Settlement Date” means any day on which TARGET2 is operating;
(g) “TARGET2”
shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer System or any successor; and
(h) “U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of 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 Issuer and the Guarantor, or other affiliates
of the Issuer or the Guarantor, including but not limited to any such laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context
of a U.K. resolution regime under the U.K. Banking Act 2009 as the same may be amended from time to time (whether pursuant to
the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a
bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person.
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
| TEN COM |
- |
as tenants in common |
| TEN ENT |
- |
as tenants by the entireties |
| JT TEN |
- |
as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT – _________________
Custodian _____________
(Minor) (Cust)
Under Uniform Gifts to Minors
Act __________________________
(State)
Additional abbreviations may
also be used though not in the above list.
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________
[PLEASE INSERT SOCIAL SECURITY
OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Note on the
books of the Issuer, with full power of substitution in the premises.
Dated: _______________________
| NOTICE: | The
signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular without alteration or enlargement or any change whatsoever. |
OPTION
TO ELECT REPAYMENT
The undersigned
hereby irrevocably requests and instructs the Issuer to repay the within Note (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned
at
(Please print
or typewrite name and address of the undersigned)
If
less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the Holder elects
to have repaid: ____________; and specify the denomination or denominations (which shall not be less than the minimum authorized
denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being repaid): ________.
Dated: __________________
NOTICE: The signature
on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement.
EXHIBIT
B
[FORM
OF FACE OF NOTE]
LLOYDS
BANK PLC
MEDIUM-TERM
NOTES, SERIES A
Fully
and Unconditionally Guaranteed by
LLOYDS BANKING GROUP PLC
[Title
of Floating Rate Note]
| REGISTERED |
[US$___________] |
| No. ___ |
[CUSIP: _____________] |
| |
[ISIN: _____________] |
[Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is 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.]1
1
Applies if this Note is a Registered Note settled
into DTC.
[Title
of Floating Rate Note]
| Original Issue Date: |
[_] |
| Interest Accrual Date: |
[_] |
| Maturity Date: |
[_] |
| Aggregate Principal Amount: |
[_] |
| Principal Amount: |
[_] |
| Minimum Denominations: |
[_] |
| Specified Currency: |
[_]2 |
If Specified Currency other than U.S. dollars, option
to elect payment in U.S. dollars: |
[_]3 |
| Base Rate: |
[_] |
| Index Maturity: |
[_] |
| Designated LIBOR Currency: |
[_] |
| Spread (plus or minus): |
[_] |
| Spread Multiplier: |
[_] |
| Reporting Service: |
[_] |
| Designated CMT Reuters Page: |
[_] |
| Designated CMT Maturity Index: |
[_] |
| Initial Interest Rate: |
[_] |
| Initial Interest Reset Date: |
[_] |
| Maximum Interest Rate: |
[_] |
| Minimum Interest Rate: |
[_] |
| Interest Payment Date(s): |
[_] |
| Interest Payment Period: |
[_] |
| Interest Reset Period: |
[_] |
2
If Specified Currency is not USD, insert currency conversion mechanics, as applicable.
3
Applies if this is a Registered Global Security, unless new arrangements are made with
DTC outside of existing Letter of Representations.
| Interest Reset Date(s): |
[_] |
| Initial Redemption Date: |
[_] |
| Redemption Notice Period: |
[_]4 |
| Optional Repayment Date(s): |
[_] |
| Tax Redemption: |
[Applicable]5 |
| Bail-in Agreement: |
[Applicable] |
| Calculation Agent: |
[_] |
| Exchange Rate Agent: |
[_] |
| Other Provisions: |
The Holder of this Note and the owner of any beneficial interest
herein, by their purchase of this Note or such beneficial interest herein, are hereby deemed to have consented to any amendment
to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement No. ___ dated _______[,
as amended by Amendment No. ___ thereto dated _____]6,
and the prospectus supplement and prospectus referred to therein, each related to this Note and filed with the Securities
and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to this Note without any further
consent thereto of the Holder hereof or of such owner. |
4
Applicable if other than 30-60 calendar days.
5
Default provision is “Applicable.” Indicate “N.A.” for certain
notes issued on a global basis if specified in applicable pricing supplement.
6
Applicable if there is an amendment to the pricing supplement filed with the Securities
and Exchange Commission prior to settlement of this Note.
Lloyds
Bank plc, a public limited company incorporated in England and Wales, (the “Issuer,” which term includes any
successor person under the Indenture), for value received, hereby promises to pay to [Cede & Co.], or registered assignees,
the principal sum specified above, on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity)
and to pay interest thereon from and including the Interest Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified above, and thereafter at a rate per annum determined
in accordance with the provisions specified on the reverse hereof until the principal hereof is paid or duly made available for
payment.
The
Issuer will pay interest in arrears monthly, quarterly, semi-annually or annually (as specified above as the Interest Payment
Period) on each Interest Payment Date (as specified above), commencing on the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and on the Maturity Date (or on any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs between a Record Date and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered Holder of this Note on
the Record Date with respect to such second Interest Payment Date.
Interest
on this Note, if any, will accrue from and including the most recent Interest Payment Date to which interest has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until
but excluding the date the principal hereof has been paid or duly made available for payment (except as provided below). The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described
herein, be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the date one Clearing System Business Day prior to the date the interest for such Interest Payment Date is paid (each such
date, a “Record Date”); provided, however, that any interest payable at maturity (or any redemption
or repayment date) will be payable to the person to whom the principal hereof shall be payable.
Payment
of the principal amount of (and premium, if any) and any interest on, and any additional amounts with respect to, this Note 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 through a Paying Agent of the Issuer outside the United Kingdom for
collection by the Holder.
The
due and punctual payment by the Issuer of the principal of (and premium, if any) and any interest on, and any additional amounts
with respect to, this Note when and as the same shall become due and payable is fully and unconditionally guaranteed by the Guarantor.
If
“Bail-in Agreement” is specified as applicable on the face of this Note, then the bail-in provisions on the reverse
of this Note shall apply.
Reference
is hereby made to the further provisions of this Note 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 signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
| |
|
LLOYDS BANK PLC |
| |
|
|
| |
|
|
| Dated: |
|
|
By: |
|
| |
|
|
Name: |
| |
|
|
Title: |
| |
|
|
|
|
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
Note is one of the Medium-Term Notes, Series A referred to in the within-mentioned Indenture.
| |
|
THE BANK OF NEW YORK MELLON, as Trustee |
| |
|
|
| |
|
|
| Dated: |
|
|
By: |
|
| |
|
|
Authorized Signatory: |
| |
|
|
| |
|
|
|
|
[FORM
OF REVERSE OF NOTE]
This
note (the “Note”) is one of a duly authorized issue of Medium-Term Notes, Series A (the “Medium-Term
Notes, Series A”) of the Issuer and fully and unconditionally guaranteed by the Guarantor. The Notes are issuable under
a Senior Debt Securities Indenture dated as of January 21, 2011 among the Issuer, the Guarantor and The Bank of New York Mellon,
as trustee (the “Trustee,” which term includes any successor trustee for the Notes under the Indenture), as
supplemented by the First Supplemental Indenture dated as of June 6, 2011, the Third Supplemental Indenture dated as of September
5, 2014, the Fourth Supplemental Indenture for the Medium-Term Notes, Series A dated as of September 29, 2014, the Fourth Supplemental
Indenture dated as of March 17, 2015, the Fifth Supplemental Indenture dated as of May 14, 2015, the Sixth Supplemental Indenture
dated as of August 17, 2015, the Seventh Supplemental Indenture dated as of January 22, 2016 and the Eighth Supplemental Indenture
dated as of June 2, 2016, among the Issuer, the Guarantor, and the Trustee (such Senior Debt Securities Indenture, as supplemented
by the supplements listed above and as may be further supplemented or amended from time to time, 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 of the Issuer, the Guarantor, the Trustee and Holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered.
The
Issuer may, without the consent of the Holders of the Notes or any series of Senior Debt Securities issued under the Indenture,
issue additional Notes or Medium-Term Notes, Series A forming a part of the series known as Medium-Term Notes, Series A, in each
case, whether or not having the same interest rate, maturity date, redemption terms and other terms as the Notes or any Medium-Term
Notes, Series A, provided that, for U.S. federal income tax purposes, such further Notes must be fungible with the Notes,
and such further Medium-Term Notes, Series A must be fungible with any Medium-Term Notes, Series A of the series known as Medium-Term
Notes, Series A, or, in each case, must be issued under a different CUSIP, ISIN and/or Common Code number, as applicable. Any
such Notes, together with this Note, will constitute a single sub-series of Medium-Term Notes, Series A under the Indenture and
any such Notes, together with any other Medium-Term Notes, Series A, will constitute a single series of Senior Debt Securities
under the Indenture. The Notes will initially be issued in the form of one or more global Notes (each, a “Global Senior
Note”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive
Senior Debt Securities.
The
Medium-Term Notes, Series A will constitute unsecured and unsubordinated obligations of the Issuer and the Guarantor, as described
herein, and will rank pari passu without any preference among themselves.
If
an Event of Default with respect to the Medium-Term Notes, Series A 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 Medium-Term Notes, Series A may declare
the principal amount of, and any accrued interest on, all the Medium-Term Notes, Series A to be due and payable immediately, in
the manner, with the effect and subject to the conditions provided in the Indenture.
If
an Event of Default with respect to the Medium-Term Notes, Series A shall have occurred and be continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of Holders of Medium-Term Notes, Series A 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 thereon, or to enforce
any other proper remedy, including the institution of proceedings in England or Scotland (but not elsewhere) for the winding up
of the Issuer or the Guarantor, respectively.
By
acceptance of this Note, the Holder will be deemed to have waived any right of set-off or counterclaim or combination of accounts
with respect to this Note or the Indenture (or between the obligations under or in respect of this Note and any liability owed
by the Holder to the Issuer) that they might otherwise have against the Issuer or the Guarantor, whether before or during a winding-up
of the Issuer or the Guarantor.
The
Bank of New York Mellon, at its corporate trust office in The City of New York, acts as the paying agent (the “Paying
Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to this Note.
If
an Interest Payment Date (other than the Maturity Date or a redemption or repayment date) would fall on a day that is not a Business
Day, such Interest Payment Date shall be the following day that is a Business Day, except that if the Base Rate specified on the
face hereof is LIBOR or EURIBOR and such next Business Day falls in the next calendar month, such Interest Payment Date shall
be the immediately preceding day that is a Business Day; provided, that if the Maturity Date (or a redemption or repayment
date) would fall on a day that is not a Business Day, such payment shall be made on the following day that is a Business Day and
no interest shall accrue for the period from and after such Maturity Date (or such redemption or repayment date); and provided,
further that if this Note has a term of not more than one year (from but excluding the Original Issue Date to and including
the Maturity Date), such payment shall be made on the immediately preceding Business Day of the indicated calendar date and in
no event will an Interest Payment Date or the Maturity Date occur more than one year after the Original Issue Date (excluding
the Original Issue Date and including the Interest Payment Date or Maturity Date).
Amounts
to be paid on this Note or under the Guarantee 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 Issuer or the Guarantor, as the case may be, to make such deduction or withholding, the Issuer, or the Guarantor, as the case
may be, will pay additional amounts with respect to the principal of, and interest and any other payments on this Note (“Additional
Amounts”) that are necessary in order that the net amounts paid to the Holders, after the deduction or withholding,
shall equal the amounts which would have been payable on this Note 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 this Note 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 this Note, or the collection of any payment of (or in respect of) principal
of, or any interest or other payments on, this Note or under the Guarantee;
(ii)
except in the case of winding-up of in the United Kingdom, this Note is presented (where presentation is required) for payment
in the United Kingdom;
(iii)
this Note 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 this Note or the Beneficial Owner of any payment of (or in respect of) principal of,
or any interest or other payments on, this Note failed to comply with a request of the Issuer or its liquidator or guarantor 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 withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income, or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives;
(vi)
this Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to
avoid such withholding or deduction by presenting this Note to another paying agent in a Member State of the European Union;
(vii)
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
(viii)
any combination of clauses (i) through (vii) above,
nor
shall Additional Amounts be paid with respect to the principal of, or any interest or other payments on, this Note or under the
Guarantee 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.
References
herein to the payment of the principal of or any payments on, or in respect of this Note 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.
Unless
the face hereof indicates that this Note is not subject to “Tax Redemption,” this Note is redeemable, as a whole but
not in part, at the option of the Issuer or the Guarantor, on not less than 30 nor more than 60 days’ notice to the Holders
of this Note, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount, or at a redemption price
set forth on the face of this Note, in each case, together with accrued but unpaid interest to the date fixed for redemption,
if, at any time, the Issuer (or, if applicable, the Guarantor) 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 the date on which the pricing terms relating to this Note are established:
(a) in
making any payment on this Note, it has or will or would on the next Interest Payment Date become obligated to pay Additional
Amounts;
(b) the
payment of interest on the next Interest Payment Date in respect of this Note 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 Interest Payment Date the Issuer (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect
of the payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Issuer
(or, if applicable, the Guarantor) would be materially reduced).
In
any case where the Issuer (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application
or interpretation of any laws or regulations it is entitled to redeem this Note, the Issuer (or, if applicable, the Guarantor)
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 Issuer or, if applicable, the Guarantor) in a form satisfactory
to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred
and that the Issuer (or, if applicable, the Guarantor) is entitled to exercise its right of redemption; and (ii) an Officer’s
Certificate, evidencing compliance with such provisions and stating that it is entitled to redeem this Note pursuant to the terms
of this Note.
If
the Issuer or the Guarantor elects to redeem this Note, this Note will cease to accrue interest, if any, 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 so declared due and payable and (ii) accrued and unpaid interest, all of the Issuer’s
(or, if applicable, the Guarantor’s) obligations in respect of the payment of the principal of, and accrued and unpaid interest,
if any, on, this Note shall terminate.
If
so indicated on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial
Redemption Date specified on the face hereof on the terms set forth on the face hereof, together with interest, if any, accrued
and unpaid hereon to the date of redemption. Notice of redemption shall be mailed to the registered Holders of this Note designated
for redemption at their addresses as the same shall appear on the Senior Debt Security Register not less than 30 nor more than
60 calendar days prior to the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, subject
to all the conditions and provisions of the Indenture. In the event of redemption of this Note in part only, a new Note or Notes
for the amount of the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.
If
so indicated on the face of this Note, this Note will be subject to repayment at the option of the Holder on the Optional Repayment
Date(s) specified on the
face
hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in the authorized
minimum denominations specified on the face of this Note, and if not specified thereon, in increments of $1,000 or, if this Note
is denominated in a Specified Currency other than U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of
the Holder hereof in the authorized minimum denominations specified on the face of this Note, and if not specified thereon, a
price equal to 100% of the principal amount to be repaid, together with interest, if any, accrued and unpaid hereon to the date
of repayment. For this Note to be repaid at the option of the Holder hereof, the Paying Agent must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, at least 15 but not more than 30 calendar days prior to the date of
repayment, (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) facsimile
transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority Inc. or
a commercial bank or a trust company in the United States setting forth the name of the Holder of this Note, the principal amount
hereof, the CUSIP number and certificate number of this Note or a description of this Note’s tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this
Note, together with the form entitled “Option to Elect Repayment” duly completed, will be received by the Paying Agent
not later than the fifth Business Day after the date of such facsimile transmission or letter; provided, that such facsimile
transmission or letter shall only be effective if this Note and form duly completed are received by the Paying Agent by such fifth
Business Day. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.
This
Note will bear interest at the rate determined in accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the face hereof (i) plus or minus the Spread, if any, shown
on the face hereof and/or (ii) multiplied by the Spread Multiplier, if any, specified on the face hereof. Commencing with the
Initial Interest Reset Date specified on the face hereof, the rate at which interest on this Note is payable shall be reset as
of each Interest Reset Date specified on the face hereof (as used herein, the term “Interest Reset Date” shall
include the Initial Interest Reset Date). The determination of the rate of interest at which this Note will be reset on any Interest
Reset Date shall be made on the Interest Determination Date pertaining to such Interest Reset Dates; provided, however,
that the interest rate in effect for the period from the Interest Accrual Date to the Initial Interest Reset Date will be the
Initial Interest Rate. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next succeeding day that is a Business Day, except that if the Base Rate specified on the face hereof
is LIBOR or EURIBOR and
such
Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
The
“Interest Determination Date” pertaining to an Interest Reset Date will be:
(a) if
the Base Rate for this Note is the CMS Rate, the second U.S. Government Securities Business Day prior to such Interest Reset Date;
(b) if
the Base Rate for this Note is the Commercial Paper Rate, Federal Funds Rate, Prime Rate or CMT Rate, the second New York Business
Day prior to such Interest Reset Date
(c) if
the Base Rate for this Note is EURIBOR, the second TARGET Settlement Day prior to such Interest Reset Date;
(d) if
the Base Rate for this Note is LIBOR, the second London Banking Day prior to such Interest Reset Date, except that the Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR note for which the Designated LIBOR Currency is pounds sterling
will be such Interest Reset Date; and
(e) if
the Base Rate for this Note is the Treasury Rate, the day of the week in which such Interest Reset Date falls on which Treasury
Bills normally would be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding
Friday; provided, that if an auction is held on the Friday of the week preceding such Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date of such auction.
If
this Note has two or more Base Rates, the Interest Determination Date pertaining to an Interest Reset Date will be the latest
Business Day that is at least two Business Days before the Interest Reset Date on which each Base Rate is determinable.
Unless
otherwise specified on the face hereof, the “Calculation Date” pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity
Date (or, with respect to any principal amount to be redeemed or repaid, any redemption or repayment date), as the case may be.
Determination
of CMS Rate. If the Base Rate specified on the face hereof is the “CMS Rate,” for any Interest Determination
Date, the CMS Rate with respect to this Note shall be the “USD-ISDA-Swap Rate,” which shall be the rate for U.S.
dollar
swaps with the Index Maturity specified on the face hereof, expressed as a percentage, that appears on the Reuters Screen ICESWAP1
Page (or any other page as may replace such page) as of 11:00 a.m., New York City time, on such Interest Determination Date.
The
following procedures shall be followed if the CMS Rate cannot be determined as described above.
If
the CMS Rate does not appear on Reuters Screen ICESWAP1 Page (or any other page as may replace such page) at 11:00 a.m., New York
City time, on any Interest Determination Date, the Calculation Agent shall determine the CMS Rate for such Interest Determination
Date on the basis of the Mid-Market Semi-Annual Swap Rate quotations provided by five leading swap dealers selected by the Calculation
Agent in the New York City interbank market (the “CMS Reference Banks”) at approximately 11:00 a.m., New York
City time, on such Interest Determination Date. The Calculation Agent will request the principal New York City office of each
of the CMS Reference Banks to provide a quotation of its rate, and (a) if at least three quotations are provided, the rate for
such Interest Determination Date shall be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); or (b) if fewer
than three quotations are provided, the Calculation Agent shall determine the rate in good faith and in a commercially reasonable
manner.
“Mid-Market
Semi-Annual Swap Rate” means, on any Interest Determination Date, the mean of the bid and offered rates for the semi-annual
fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction with a term
equal to the Index Maturity set forth on the face hereof commencing on such Interest Determination Date and in a CMS Representative
Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day
count basis, is equivalent to U.S. dollar LIBOR with a designated maturity of three months.
“CMS
Representative Amount” means an amount that is representative for a single transaction in the relevant market at the
relevant time as determined by the Calculation Agent in good faith and in a commercially reasonable manner.
Determination
of CMT Rate. If the Base Rate specified on the face hereof is the “CMT Rate,” for any Interest Determination
Date, the CMT Rate with respect to this Note shall be the rate displayed on the Designated CMT Reuters Page under the caption
“...Constant Maturities Treasury ... Federal Reserve Board Release H.15... Mondays Approximately 3:45 p.m.,” under
the column for the Designated CMT Maturity Index for:
(1) the
rate on such Interest Determination Date, if the Designated CMT Reuters Page is FRBCMT; and
(2) the
weekly or monthly average, as specified on the face hereof, for the week or the month, as applicable, ended immediately preceding
the week or month, as applicable, in which the related Interest Determination Date occurs, if the Designated CMT Reuters Page
is FEDCMT.
The
following procedures shall be followed if the CMT Rate cannot be determined as described above.
(i) If
the above rate is no longer displayed on the relevant page, or is not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate on such Interest Determination Date shall be the Treasury Constant Maturity rate for the Designated
CMT Maturity Index as published in H.15(519).
(ii) If
such Treasury Constant Maturity rate is no longer published, or is not published in H.15(519) by 3:00 p.m., New York City time,
on the related Calculation Date, then the CMT Rate on such Interest Determination Date shall be the Treasury Constant Maturity
Rate for the Designated CMT Maturity Index (or other U.S. Treasury rate for the Designated CMT Maturity Index) on such Interest
Determination Date as may then be published by either the Board of Governors of the Federal Reserve Board or the United States
Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated
CMT Reuters Page and published in H.15(519).
(iii) If
such Treasury Constant Maturity rate is not provided by 3:00 p.m., New York City time, on the related Calculation Date, then the
Calculation Agent shall determine the CMT Rate to be a yield to maturity, based on the arithmetic mean of the secondary market
offered rates as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, reported, according to their
written records, by three leading primary U.S. government securities dealers (“Reference Dealers”) in The City
of New York (which may include the Issuer or its affiliates), selected by the Calculation Agent from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest), for the most recently issued direct noncallable fixed
rate obligations of the United States that are commonly referred to as “Treasury Notes” with an original maturity
of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity
Index minus one year and in an amount that is representative for a single transaction in the securities in such market at such
time. If two Treasury Notes with an original maturity as described above have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotations for the Treasury Notes with the shorter remaining term to maturity shall be used.
(iv) If
the Calculation Agent is unable to obtain three Treasury Notes quotations as described in (iii) above, the Calculation Agent shall
determine the
CMT
Rate to be a yield to maturity based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m.,
New York City time, on the Interest Determination Date of three Reference Dealers in The City of New York, selected using the
same method described in (iii) above, for Treasury Notes with an original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount
that is representative for a single transaction in the securities in that market at that time. If two Treasury Notes with an original
maturity as described above have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotations
for the Treasury Note with the shorter remaining term to maturity shall be used.
(v) If
three or four (and not five) of the Reference Dealers are quoting as described in (iv) above, then the CMT Rate for such Interest
Determination Date shall be based on the arithmetic mean of the offered rates obtained, and neither the highest nor the lowest
of such quotations shall be eliminated.
(vi) If
fewer than three Reference Dealers selected by the Calculation Agent are quoting as described in (iv) above, the CMT Rate for
such Interest Determination Date shall remain the CMT Rate for the immediately preceding Interest Reset Period, or, if there was
no preceding Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.
“Designated
CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) as specified on the face hereof for which the CMT Rate shall be calculated or, if no such maturity is specified
on the face hereof, the Designated CMT Maturity Index shall be two years.
“Designated
CMT Reuters Page” means the display on Reuters, or any successor service, on the page designated on the face hereof
(or any other page as may replace such page) for the purpose of displaying Constant Maturities Treasury as reported in H.15(519)
or, if no page is specified on the face hereof, Reuters page FEDCMT (or any other page as may replace FEDCMT). Unless otherwise
provided on the face hereof, the weekly average shall be used if the applicable Designated CMT Reuters Page is FEDCMT (or any
other page as may replace FEDCMT).
Determination
of Commercial Paper Rate. If the Base Rate specified on the face hereof is the “Commercial Paper Rate,”
for any Interest Determination Date, the Commercial Paper Rate with respect to this Note shall be the Money Market Yield, calculated
as described below, of the rate on that date for commercial paper having the Index Maturity specified on the face hereof, as that
rate is published by the Federal Reserve Board in “Statistical Release H.15(519), Selected Interest Rates,” or any
successor publication (“H.15(519)”) under the heading “Commercial Paper—Non-Financial.”
The
following procedures shall be followed if the Commercial Paper Rate cannot be determined as described above.
(i) If
the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination
Date for commercial paper of the Index Maturity specified on the face hereof as published in the daily update of H.15(519), available
through the world wide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/h15upd.htm,
or any successor site or publication (“H.15 Daily Update”) under the heading “Commercial Paper—Non-Financial,”
or other recognized electronic source used for the purpose of displaying such rate.
(ii) If
by 3:00 p.m., New York City time, on that Calculation Date the rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market Yield
of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on that Interest Determination Date of three
leading dealers in U.S. dollar commercial paper in The City of New York (which may include the Issuer or its affiliates) selected
by the Calculation Agent, for commercial paper of the Index Maturity specified on the face hereof for a nonfinancial issuer whose
bond rating is “AA,” or the equivalent, from a nationally recognized rating agency.
(iii) If
the dealers selected by the Calculation Agent are not quoting as set forth above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.
The
“Money Market Yield” shall be a yield calculated in accordance with the following formula:
where
“D” refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a
decimal and “M” refers to the actual number of days in the interest period for which interest is being calculated.
Determination
of EURIBOR. If the Base Rate specified on the face hereof is “EURIBOR,” for any Interest Determination
Date, EURIBOR with respect to this Note shall be the rate for deposits in euro as sponsored, calculated and published jointly
by the European Banking Federation and ACI—The Financial Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, for the Index Maturity specified
on
the face hereof as that rate appears on Reuters, or any successor service, on page EURIBOR01 (or any other page as may replace
page EURIBOR01) (“Reuters Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such Interest Determination
Date.
The
following procedures shall be followed if the rate cannot be determined as described above.
(i) If
the above rate does not appear on Reuters Page EURIBOR01 or is not so published by 11:00 a.m., Brussels time, on the applicable
Interest Determination Date, EURIBOR for such Interest Determination Date will be the rate calculated by the Calculation Agent
as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal Euro-zone offices
of four major banks in the Euro-zone interbank market, which may include the Issuer, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in euro for the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank market at approximately 11:00 A.M.,
Brussels time, on the applicable Interest Determination Date and in a principal amount not less than the equivalent of U.S.$1,000,000
in euro that is representative for a single transaction in euro in such market at such time.
(ii) If
fewer than two quotations are so provided, EURIBOR shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
Brussels time, on such Interest Determination Date by four major banks in the Euro-zone interbank market, as selected by the Calculation
Agent, for loans in euro to leading European banks for a period of time equivalent to the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date in a principal amount not less than the equivalent of U.S.$1,000,000 in
euro that is representative for a single transaction in euro, in such market at such time.
(iii) If
the banks so selected by the Calculation Agent are not quoting as set forth above, the EURIBOR for that Interest Determination
Date shall remain the EURIBOR for the immediately preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
“Euro-zone”
means the region comprising member states of the European Union that have adopted the single currency in accordance with the relevant
treaty of the European Union, as amended.
Determination
of the Federal Funds Rate. If the Base Rate specified on the face hereof is the “Federal Funds Rate,” for
any Interest Determination Date, the Federal Funds Rate with respect to this Note shall be the rate on that date for federal funds
as published in H.15(519) under the heading “Federal Funds (Effective)” as displayed on Reuters, or any successor
service, on page FEDFUNDS1 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUNDS1”).
The
following procedures shall be followed if the Federal Funds Rate cannot be determined as described above.
(i) If
the above rate does not appear on Reuters Page FEDFUNDS1, or is not published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Federal Funds Rate shall be the rate on such Interest Determination Date
as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable
rate, under the heading “Federal Funds (Effective).”
(ii) If
the above rate does not appear on Reuters Page FEDFUNDS1, or is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date, the Calculation Agent shall determine the Federal
Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds quoted by each
of three leading dealers in U.S. dollar federal funds transactions in The City of New York, which may include the Issuer or its
affiliates, selected by the Calculation Agent, prior to 9:00 a.m., New York City time, on such Interest Determination Date.
(iii) If
the dealers selected by the Calculation Agent are not quoting as set forth in (ii) above, the Federal Funds Rate for that Interest
Determination Date shall remain the Federal Funds Rate for the immediately preceding Interest Reset Period, or, if there was no
Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.
Determination
of LIBOR. If the Base Rate specified on the face hereof is “LIBOR,” LIBOR with respect to this Note shall
be based on the London Interbank Offered Rate. The Calculation Agent shall determine LIBOR for each Interest Determination Date
as follows:
(i) As
of the Interest Determination Date, LIBOR shall be the arithmetic mean of the offered rates appearing on the Designated LIBOR
Page, as of 11:00 a.m., London time, on that Interest Determination Date, for deposits in the Designated LIBOR Currency having
the Index Maturity designated on the face hereof, commencing on the applicable Interest Reset Date, if at least two offered rates
appear on the Designated LIBOR Page; except that if the Designated LIBOR Page, by its terms provides only for a single rate, that
single rate shall be used.
(ii) If
(a) fewer than two offered rates appear and the Designated LIBOR Page does not by its terms provide only for a single rate or
(b) no rate appears and the Designated LIBOR Page by its terms provides only for a single rate, then the Calculation Agent shall
request the principal London offices of each of four major reference banks (which may include the Issuer or its affiliates) in
the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified on the face hereof
commencing
on the applicable Interest Reset Date immediately following the Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative
for a single transaction in the Designated LIBOR Currency in such market at such time.
(iii) If
at least two such quotations are so provided, LIBOR on such Interest Determination Date shall be the arithmetic mean of such quotations.
If fewer than two such quotations are provided, LIBOR on such Interest Determination Date shall the arithmetic mean of the rates
quoted at approximately 11:00 a.m. in the applicable principal financial center for the country of the Designated LIBOR Currency
on that Interest Determination Date, by three major banks (which may include the Issuer or its affiliates) in such principal financial
center selected by the Calculation Agent for loans in the Designated LIBOR Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount that is representative for a single transaction in the Designated
LIBOR Currency in such market at such time.
(iv) If
the banks so selected by the Calculation Agent are not quoting as set forth above, LIBOR for that Interest Determination Date
shall remain LIBOR for the immediately preceding Interest Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.
The
“Designated LIBOR Currency” means the currency specified on the face hereof as the currency for which LIBOR
shall be calculated, or, if the euro is substituted for that currency, the Designated LIBOR Currency shall be the euro. If that
currency is not specified on the face hereof, the Designated LIBOR Currency shall be U.S. dollars.
“Designated
LIBOR Page” means the display designated as “LIBOR01” on Reuters 3000 Xtra (or any successor service) (or
such other page as may replace Page LIBOR01 on Reuters 3000 Xtra or any other successor service).
Determination
of Prime Rate. If the Base Rate specified on the face hereof is “Prime Rate,” for any Interest Determination
Date, the Prime Rate with respect to this Note shall be the rate on that date as published in H.15(519) under the heading “Bank
Prime Loan.”
The
following procedures shall be followed if the Prime Rate cannot be determined as described above.
(i) If
the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination
Date, then the Prime Rate shall be the rate on that Interest Determination Date as published in H.15 Daily Update under the heading
“Bank Prime Loan” or in another recognized electronic source used for the purpose of displaying such rate.
(ii) If
the above rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on
such
Calculation Date, then the Calculation Agent shall determine the Prime Rate to be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page as such bank’s prime rate or base lending
rate as of 11:00 a.m. New York City time, so such Interest Determination Date.
(iii) If
fewer than four rates appear on the Reuters Screen US PRIME 1 Page by 3:00 p.m., New York City time, for such Interest Determination
Date, the Calculation Agent shall determine the Prime Rate to be the arithmetic mean of the prime rates or base lending rates
quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest
Determination Date by four major money center banks (which may include the Issuer or its affiliates) in The City of New York,
selected by the Calculation Agent.
(iv) If
fewer than four such quotations are so provided, the Calculation Agent shall determine the Prime Rate to be the arithmetic mean
of three prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of
business on such Interest Determination Date as furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by substitute banks or trust companies (which may include the Issuer or its affiliates), provided
such substitute banks or trust companies are organized and doing business under the laws of the United States, or any State thereof,
each having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or state
authority, selected by the Calculation Agent to provide such rate or rates.
(v) If
the banks or trust companies selected by the Calculation Agent are not quoting as set forth above, the Prime Rate for such Interest
Determination Date shall remain the Prime Rate for the immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest Rate.
“Reuters
Screen US PRIME 1 Page” means the display designated as page “US PRIME 1” on the Reuters Monitor Money Rates
Service, or any successor service, or any other page as may replace the US PRIME 1 Page for the purpose of displaying prime rates
or base lending rates of major U.S. banks.
Determination
of Treasury Rate. If the Base Rate specified on the face hereof is “Treasury Rate,” for any Interest Determination
Date, the Treasury Rate with respect to this Note shall be the rate from the auction held on such Interest Determination Date
(the “Auction”) of direct obligations of the United States that are commonly referred to as “Treasury
Bills,” having the Index Maturity specified on the face hereof as such rate appears on Reuters, or any successor service,
on page USAUCTION 10 (or any other page as may replace page USAUCTION 10 on that service), which we refer to as “Reuters
Page USAUCTION 10,” or on page USAUCTION 11 (or any other page as may
replace
page USAUCTION 11), which we refer to as “Reuters Page USAUCTION 11.”
The
following procedures will be followed if the Treasury Rate cannot be determined as described above.
(i) If
the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Payment
Date, the Treasury Rate shall be the Bond Equivalent Yield of the auction rate for such Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S.
Government Securities/Treasury Bills/Auction High.”
(ii) If
the rate described in (i) above is not published by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury
Rate shall be the Bond Equivalent Yield of the Auction rate of such Treasury Bills as announced by the United States Department
of the Treasury.
(iii) In
the event that the Auction rate of Treasury Bills having the Index Maturity specified on the face hereof is not so announced by
the United States Department of the Treasury, or if no such Auction is held, then the Treasury rate will be calculated by the
Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 p.m., New York City time, on such Interest Determination Date, of three primary United States government securities dealers
(which may include the Issuer or its affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof.
(iv) If
the dealers selected by the Calculation Agent are not quoting as described in (iii), the Treasury Rate for such Interest Determination
Date shall remain the Treasury Rate for the immediately preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
The
“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as
a percentage:
where
“D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “N” refers
to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest
is being calculated.
Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the
interest
rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law of general
application.
At
the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect
and, if determined, the interest rate that will become effective as of the next Interest Reset Date.
Unless
otherwise indicated on the face hereof, interest payments on this Note shall be the amount of interest accrued from and including
the Interest Accrual Date or from and including the last date to which interest has been paid or duly provided for to but excluding
the Interest Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Accrued interest
hereon shall be an amount calculated by multiplying the Principal Amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day in the period for which interest is being paid.
The interest factor for each such date shall be computed by dividing the interest rate applicable to such day (i) by 360 if the
Base Rate is CMS Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (if the Designated LIBOR Currency
is not pounds sterling), (ii) by 365 if the Base Rate is LIBOR and the Designated LIBOR Currency is pounds sterling or (iii) by
the actual number of days in the year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with .000005% being rounded up to .00001%) and all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent, with one-half cent rounded upward. The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date. The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).
This
Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, unless otherwise specified above, is issuable only in denominations of U.S. $1,000 and any
integral multiple of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified Currency other than U.S. dollars,
then, unless otherwise specified above or unless a higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such Specified Currency),
or any amount in excess thereof which is an integral multiple of such number of units of such Specified Currency, as determined
by reference to the noon dollar buying rate in The City of New York for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the “Market Exchange Rate”) on the Business Day immediately preceding
the date of issuance. If the Market Exchange Rate is not available for any reason with respect to one or more currencies or currency
units for which an exchange rate is
required,
the Exchange Rate Agent will use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve
Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City or in the country
of issue of the currency or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate.
If there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such currency or currency unit will be that upon which a non-resident issuer of securities
designated in such currency or currency unit would, as determined in its sole discretion and without liability on the part of
the exchange rate agent, purchase such currency or currency unit in order to make payments in respect of such securities.
If
“Bail-in Agreement” is specified as applicable on the face of this Note, the following provisions shall apply to this
Note:
Notwithstanding
any other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Note, by purchasing
or acquiring this Note, each Holder (including each Beneficial Owner) of this Note 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, this Note; (ii) the conversion of all, or a
portion, of the principal amount of, or interest on, this Note into shares or other securities or other obligations of the Issuer,
the Guarantor or another person; and/or (iii) the amendment or alteration of the maturity of this Note, or amendment of the amount
of interest due on this Note, or the dates on which interest becomes payable, including by suspending payment for a temporary
period; which U.K. bail-in power may be exercised by means of variation of the terms of this Note solely to give effect to the
exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of this Note further
acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under this Note 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 this Note, each Holder and Beneficial Owner of this Note:
(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of
this Note shall not 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 this Note; 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 of this Note under Section 5.12 of the Indenture, and
(b) the Indenture shall not 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, this Note 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 this Note), then the Trustee’s duties under
the Indenture shall remain applicable with respect to this Note following such completion to the extent that the Issuer, the Guarantor
and the Trustee shall agree pursuant to a supplemental indenture.
By
purchasing or acquiring this Note, each Holder and Beneficial Owner that acquires this Note in the secondary market shall be deemed
to acknowledge and 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 this Note that acquire this Note upon its initial issuance, including, without limitation, with
respect to the acknowledgement and agreement to be bound by and consent to the terms of this Note related to the U.K. bail-in
power.
By
purchasing or acquiring this Note, each Holder and Beneficial Owner shall also 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 this Note and (ii) authorized, directed and requested the Depositary and any direct participant
in the Depositary or other intermediary through which it holds this Note to take any and all necessary action, if required, to
implement the exercise of any U.K. bail-in power with respect to this Note 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 this Note or payment of interest on this Note 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 Issuer under the laws and regulations
of the United Kingdom and the European Union applicable to the Issuer and the Guarantor. For the avoidance of doubt, the obligations
of the Guarantor under the Guarantee shall be extinguished to the extent of the exercise
of
any U.K. bail-in power by the relevant U.K. resolution authority with respect to the Medium-Term Notes, Series A.
Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to this Note, the Issuer shall provide
a written notice to the Depositary as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying
Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee for information purposes only.
In
case this Note shall at any time become mutilated, destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction
thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises)
shall be delivered to the Trustee, the Issuer may execute (and the Guarantee shall be endorsed thereon by the Guarantor) and the
Trustee shall authenticate and deliver in exchange therefor a new Note of the same sub-series containing identical terms and provisions
and of like amount, and bearing a number not contemporaneously outstanding, and, if this Note is destroyed, lost or stolen, only
upon receipt of evidence satisfactory to the Trustee, the Issuer and the Guarantor that this Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner
of the Note mutilated, destroyed, lost or stolen.
So
long as this Note shall be outstanding, each of the Issuer and the Guarantor will cause to be maintained an office or agency for
the payment of the principal of and premium, if any, and any interest on this Note as herein provided in the Borough of Manhattan,
The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid
of this Note. The Issuer or the Guarantor may designate other agencies for the payment of said principal, premium and interest
at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor may decide. So long as there
shall be such an agency, the Issuer and the Guarantor shall keep the Paying Agent advised of the names and locations of such agencies,
if any are so designated.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Medium-Term Notes, Series A will have the right
to institute any proceeding with respect to the Indenture, this Note 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 any
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 Note or of the Indenture shall alter or impair the right of the Holder
of this Note, which is absolute and unconditional, to receive payment of the principal of (and premium,
if
any), and any interest on, this Note when due and payable in accordance with the provisions of this Note and the Indenture.
Prior
to due presentment of this Note for registration of transfer, the Issuer, the Trustee, the Paying Agent and the Guarantor and
any agent of the Issuer, the Trustee, the Paying Agent or the Guarantor may treat the Holder in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee, the Paying Agent,
the Guarantor or any such agent shall be affected by notice to the contrary.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the Guarantor and the rights of the Holders of the Senior Debt Securities of each series to be affected thereby
by the Issuer and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Senior Debt
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 Senior Debt Securities of each series, on behalf of the Holders of all Senior
Debt Securities of such series, to waive compliance by the Issuer 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
No
recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of the Guarantor or of
any successor corporation to the Issuer or Guarantor, either directly or through the Issuer or the Guarantor, as the case may
be, or any such successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This
Note will be governed by and construed in accordance with the laws of the State of New York, except the authorization and execution
of this Note shall be governed by (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions
of the Issuer, the Guarantor and the Trustee, as the case may be.
Unless
otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
As
used herein:
(a)
“Beneficial Owners” shall mean (a) if this Note is in global form, the beneficial owners of this Note (and
any interest therein) and (b) if this Note is held in definitive form, the Holders in whose names this Note is registered in the
Senior Debt Security Register and any beneficial owners holding an interest in this Note held in definitive form;
(b)
“Business Day” shall mean a day that (i) is any weekday that is not a legal holiday in New York, New York,
London, England or any other place of payment of this Note, and is not a date on which banking institutions in those cities are
authorized or required by law or regulation to be closed, (ii) if the Base Rate for this Note is LIBOR, also is a London Banking
Day; (iii) if this Note is denominated in euro and/or the Base Rate for this Note is EURIBOR, is also a TARGET Settlement Date
and (iv) if this Note is denominated in a Specified Currency other than U.S. dollars or euro, also is not a day on which banking
institutions generally are authorized or obligated by law, regulation, or executive order to close in the Principal Financial
Center of the country of the Specified Currency. If this Note is denominated in a Specified Currency other than U.S. dollars,
for purposes of currency conversion and payments on this Note, Business Day shall mean any weekday that is not a legal holiday
in New York, New York or London, England and is not a day on which banking institutions in those cities are authorized or required
by law or regulation to be closed;
(c) “Clearing
System Business Day” shall mean a day on which the Depositary is open for business;
(d) “London
Banking Day” shall mean any day on which dealings in deposits in the Designated LIBOR Currency are transacted in the
London interbank market;
(e) “New
York Business Day” shall mean any day other than a day that (i) is a Saturday or Sunday or (ii) is a day on which banking
institutions generally in The City of New York are authorized or obligated by law, regulation or executive order to close;
(f) “Principal
Financial Center” shall mean (i) the capital city of the country issuing the Specified Currency, except for U.S. dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs, for which the Principal Financial Center is New York,
Sydney and Melbourne, Toronto, Johannesburg and Zurich, respectively, or (ii) the capital city of the country to which the Designated
LIBOR Currency relates, except for U.S. dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, for
which the Principal Financial Center is New York, Sydney, Toronto, Johannesburg and Zurich, respectively;
(g) “relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power;
(h) “TARGET
Settlement Date” means any day on which TARGET2 is operating;
(i) “TARGET2”
shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer System or any successor;
(j) “U.S.
Government Securities Business Day” means any day other than a Saturday, Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income department of its members be closed
for the entire day for purposes of trading in U.S. government securities; and
(k) “U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of 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 Issuer and the Guarantor, or other affiliates
of the Issuer or the Guarantor, including but not limited to any such laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context
of a U.K. resolution regime under the U.K. Banking Act 2009 as the same may be amended from time to time (whether pursuant to
the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a
bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person.
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
| TEN COM |
- |
as tenants in common |
| TEN ENT |
- |
as tenants by the entireties |
| JT TEN |
- |
as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT – _________________
Custodian _____________
(Minor) (Cust)
Under Uniform Gifts to Minors
Act ______________________________
(State)
Additional abbreviations may
also be used though not in the above list.
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________
[PLEASE INSERT SOCIAL SECURITY
OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Note on the
books of the Issuer, with full power of substitution in the premises.
Dated: _________________
| NOTICE: | The
signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular without alteration or enlargement or any change whatsoever. |
OPTION
TO ELECT REPAYMENT
The undersigned
hereby irrevocably requests and instructs the Issuer to repay the within Note (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned
at
(Please print
or typewrite name and address of the undersigned)
If
less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the Holder elects
to have repaid: ____________; and specify the denomination or denominations (which shall not be less than the minimum authorized
denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being repaid): ________.
Dated: _____________________
NOTICE:
The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument
in every particular without alteration or enlargement.
EXHIBIT
C
GUARANTEE
OF LLOYDS BANKING GROUP PLC
LLOYDS BANKING GROUP
plc, a public limited company incorporated under the laws of Scotland, United Kingdom with its headquarters in London (the “Guarantor,”
which term includes any successor guarantor under the Indenture) HEREBY UNCONDITIONALLY GUARANTEES (the “Guarantee”)
to each Holder of this Note the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts
with respect to this Note and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms
of this Note and any and all amounts under the Indenture (including but not limited to the fees, expenses and indemnities of the
Trustee), when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise,
in accordance with the terms of this Note and of the Indenture. In case of the failure of Lloyds Bank plc (the “Issuer”)
punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund payment and any and all amounts under
the Indenture, (including but not limited to, the fees, expenses and indemnities of the Trustee), the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the Issuer in accordance with the terms of this Note and
of the Indenture.
All terms used in
this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Notwithstanding and
to the exclusion of any other term of this Guarantee or any other agreements, arrangements, or understanding between the Guarantor
and each Holder or Beneficial Owner of this Note, each Holder (including
each Beneficial Owner) acknowledges and accepts that a BRRD Liability arising under this Guarantee may be subject to the
exercise of Bail-in Powers by the Relevant Resolution Authority, and 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 the Guarantor to the Holder (including the Beneficial Owner) of this Note under this Guarantee or the 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 Guarantor or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations); |
| iii. | the cancellation of the BRRD Liability; and/or |
| iv. | the amendment or alteration of 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 Guarantee, as deemed necessary by the Relevant Resolution Authority,
to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. |
With respect to the
above:
“Bail-in
Legislation” means Part I of the U.K. Banking Act 2009 and any other law, regulation, rule or requirement applicable
from time to time in the U.K. relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability”
means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be
exercised.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the
Guarantor.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by
a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form
of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
IN WITNESS WHEREOF,
the Guarantor has caused this Guarantee to be duly executed.
| |
|
LLOYDS BANKING GROUP PLC |
| |
|
|
| |
|
|
| Dated: |
|
|
By: |
|
| |
|
|
Name: |
| |
|
|
Title: |
| |
|
|
|
|
Exhibit 4.15
Execution
Version
_______________________________________
LLOYDS
BANKING GROUP PLC
as
Issuer,
and
THE
BANK OF NEW YORK MELLON,
acting through its London Branch
as
Trustee
_______________________________________
SECOND
SUPPLEMENTAL INDENTURE
dated
as of December 1, 2015
to
THE
SUBORDINATED DEBT SECURITIES INDENTURE
dated
as of November 4, 2014
_______________________________________
TABLE
OF CONTENTS
Page
Article
1
DEFINITIONS |
| Section
1.01. Definition of Terms |
2 |
Article
2
FORM OF SECURITIES |
| Section
2.01. Terms of the Securities |
2 |
Article
3
ADDITIONAL TERMS APPLICABLE TO THE SECURITIES |
| Section
3.01. Addition of Definitions |
4 |
| Section
3.02. Amendment of Definition |
5 |
| Section
3.03. Deletion of Definitions |
6 |
| Section
3.04. Deletion of Deferred Payment Provisions |
8 |
| Section
3.05. Deletion of Exchange Provisions |
9 |
| Section
3.06. Correction of Minor Defects in or Amendment of Subordinated Debt Securities |
10 |
| Section
3.07. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee |
10 |
| Section
3.08. Deletion of Satisfaction and Discharge Provisions |
12 |
| Section
3.09. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any |
12 |
| Section
3.10. Undertaking for Costs |
12 |
| Section
3.11. Redemption and Repurchases of Subordinated Debt Securities |
13 |
| Section
3.12. Exchanges Not Deemed Payment |
16 |
| Section
3.13. Exchange of Subordinated Debt Securities |
16 |
| Section
3.14. Events of Default. With respect to the Securities only: |
16 |
| Section
3.15. Compensation and Reimbursement |
17 |
| Section
3.16. Certain Rights of Trustee |
18 |
| Section
3.17. Subordinated Debt Securities Subordinate to Claims of Senior Creditors |
18 |
| Section
3.18. Reliance on Judicial Order or Certificate of Liquidating Agent |
19 |
| Section
3.19. Additional Subordinated Debt Securities |
19 |
| Section
3.20. Agreement with Respect to Exercise of U.K. Bail-In Power |
20 |
Article
4
AMENDMENTS TO THE SUBORDINATED INDENTURE |
| Section
4.01. Appointment of Agent for Service |
22 |
| Section
4.02. Notices to Trustee |
23 |
| Section
4.03. Additional Amounts |
24 |
Article
5
MISCELLANEOUS |
| Section
5.01. Effect Of Supplemental Indenture |
26 |
| Section
5.02. Other Documents to be Given to the Trustee |
26 |
| Section
5.03. Confirmation Of Indenture |
27 |
| Section
5.04. Concerning The Trustee |
27 |
| Section
5.05. Governing Law |
27 |
| Section
5.06. Separability |
27 |
| Section
5.07. Counterparts |
27 |
SECOND SUPPLEMENTAL
INDENTURE (“Second Supplemental Indenture”), dated as of December 1, 2015, between LLOYDS BANKING GROUP PLC,
a corporation incorporated in Scotland with registered number 95000, and with its principal executive offices located at 25 Gresham
Street, London EC2V 7HN, United Kingdom, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting
through its London Branch, as trustee (the “Trustee”).
WITNESSETH
WHEREAS,
the Company and the Trustee have executed and delivered a Subordinated Debt Securities Indenture dated as of November 4, 2014
(the “Subordinated Indenture,” and together with this Second Supplemental Indenture, the “Indenture”)
to provide for the issuance of the Company’s subordinated debt securities (the “Subordinated Debt Securities”),
including the Securities (as defined below).
WHEREAS,
Section 9.01(d) of the Subordinated Indenture permits the Company and the Trustee to add to, change or eliminate any provisions
of the Subordinated Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture,
subject to certain conditions;
WHEREAS,
Section 9.01(f) of the Subordinated Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish
the forms or terms of Subordinated Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Subordinated
Indenture without the consent of Holders;
WHEREAS,
there are no debt securities Outstanding of any series created prior to the execution of this Second 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 Second Supplemental Indenture, as required by Section 9.01 of the Subordinated
Indenture;
WHEREAS,
the parties hereto desire to establish a series of Subordinated Debt Securities to be known as the $500,000,000 5.300% Subordinated
Debt Securities due 2045 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Subordinated Indenture.
The Securities may be issued from time to time and any Securities issued as part of this 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 Second Supplemental Indenture and whereas all actions required
by it to be taken in order to make this Second 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 Second Supplemental Indenture has been duly
authorized in all respects; and
WHEREAS,
where indicated, this Second Supplemental Indenture shall amend and supplement the Subordinated Indenture; to the extent that
the terms of the
Subordinated
Indenture are inconsistent with such provisions of this Second Supplemental Indenture, the terms of this Second 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 Second Supplemental Indenture:
(a) a
term defined anywhere in this Second 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 Subordinated Indenture;
(c) the
singular includes the plural and vice versa;
(d) headings
are for convenience of reference only and do not affect interpretation; and
(e) for
the purposes of this Second Supplemental Indenture and the Subordinated Indenture, the term “series” shall mean a
series of Securities.
Article
2
FORM OF SECURITIES
Section 2.01. Terms
of the Securities.
The following
terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture:
(a) The
title of the Securities shall be: the 5.300% Subordinated Debt Securities due 2045 (the “Securities”);
(b) The
aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $500,000,000,
except as otherwise provided in the Indenture;
(c) Principal
on the Securities shall be payable on December 1, 2045;
(d) The
Securities shall be issued in global registered form on December 1, 2015 and shall bear interest from December 1, 2015 payable
semi-annually in arrears on June 1 and December 1 (each, an “Interest Payment Date”), commencing June 1, 2016.
The Securities shall bear an annual interest rate of 5.300%;
Interest
on the Securities will 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, the actual number of days elapsed in such period. The Regular Record Dates for the Securities will be
15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day;
(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, as paying agent of the
Company having offices in London, United Kingdom;
(g) The
Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Second
Supplemental Indenture;
(h) The
Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision;
(i) The
Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;
(j) The
principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the
Subordinated Indenture, as amended by this Second Supplemental Indenture;
(k) Additional
Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Second
Supplemental Indenture;
(l) The
Securities shall not be converted into or exchanged at the option 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 will 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 will not be initially issued in definitive form;
(q) There
is no Calculation Agent for the Securities;
(r) The
Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Second
Supplemental Indenture;
(s) The
subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by Section
3.17 of this Second Supplemental Indenture;
(t) The
form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and
(u) The
Company may issue additional Securities (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue
date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes
must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with
the Securities will constitute a single series of securities under 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 Subordinated Indenture is amended to include the
following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Beneficial
Owners” shall mean (a) if any Subordinated Debt Securities are in global form, the beneficial owners of the Subordinated
Debt Securities (and any interest therein) and (b) if the Subordinated Debt Securities are held in definitive form, the holders
in whose names the Subordinated Debt Securities are registered in the Subordinated Debt Security Register and any beneficial owners
holding an interest in such Subordinated Debt Securities held in definitive form.
“Electronic
Means” shall mean the following communications methods: S.W.1.F.T., e-mail, facsimile transmission, 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.
“Group”
means the Company together with its subsidiaries and associated undertakings.
“Issue
Date” means December 1, 2015, being the date of the initial issue of the Securities.
“Maturity”
means December 1, 2045.
“Regulatory
Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial
groups by the Relevant Regulator.
“Relevant
Regulator” means the U.K. Prudential Regulatory 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.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of 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 and the Group, including but
not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person.
Section 3.02. Amendment
of Definition. With respect to the Securities only, the following definitions shall be amended in their entirety in Section
1.01 of the Subordinated Indenture:
“Business
Day” shall mean any day, other than Saturday or Sunday, that is neither 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 in the City of London.
“Capital
Disqualification Event” shall be deemed to have occurred if at any time the Company determines that as a result of a
change (which has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification
of the Securities which becomes effective after the Issue Date, and that results, or would be likely to result, in the entire
principal amount of the Securities being excluded from the Tier 2 Capital of the Company.
“Executive
Officer” means any individual authorized or designated by the Board of Directors through a power of attorney or otherwise
for the purpose of executing this Subordinated Indenture and any other certificates, forms, notes and ancillary documents in connection
therewith.
“Senior
Creditors” means in respect of the Company (i) creditors of the Company whose claims are admitted to proof in the winding-up
or administration of the Company and who are unsubordinated creditors of the Company and (ii) creditors of the Company whose claims
are or are expressed to be subordinated to the claims of other creditors of the Company (other than those whose claims constitute,
or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the
Company, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Securities).
“Tier
1 Capital” has the meaning given to it by the Relevant Regulator from time to time.
“Tier
2 Capital” has the meaning given to it by the Relevant Regulator from time to time.
Section 3.03. Deletion
of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety in Section
1.01 of the Subordinated Indenture:
“ADR
Custodian” means the custodian under the ADR Deposit Agreement.
“ADR
Deposit Agreement” means the deposit agreement between the Company and The Bank of New York Mellon (previously named
The Bank of New York) and the holders from time to time of American Depositary Receipts issued thereunder.
“ADR
Depositary” means the depositary under the ADR Deposit Agreement.
“Applicable
Banking Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital
adequacy then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated
or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the PRA, from time to time (whether or not such requirements,
guidelines or policies are applied generally or specifically to the Company or to the Company and its subsidiaries).
“Capital
Resources Requirement” and “Overall Financial Adequacy Rule” have the respective meanings given to
such terms in the Applicable Banking Regulations and shall include any successor terms from time to time equivalent thereto as
agreed between the Company and the Trustee.
“CRD
IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) applicable capital adequacy
banking regulations then in effect in the United Kingdom.
“CRD
IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive
2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive.
“CRD
IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.
“Deferred
Amounts” means any Deferred Interest (including any interest amounts accrued thereon) and any amount of principal and/or
premium payment of which has been deferred pursuant to Section
3.07 (including any interest amounts accrued thereon) which has not been satisfied.
“Deferred
Interest” has the meaning specified in Section 3.07.
“Deferred
Payment Date” has the meaning specified in Section 3.07.
“Deferred
Record Date”, when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any
series, means the date specified for the purpose pursuant to Section 3.01.
“Exchange
Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in
Section 13.03.
“Exchange
Securities” means securities issued by the Company provided that such securities shall contain terms which comply with
the then current requirements of the PRA in relation to Tier 2 Capital or Tier 1 Capital).
“Foreign
Currency” means the euro or any currency issued by the government of any country (or a group of countries or participating
member states) other than the United States which as at the time of payment is legal tender for the payment of public and private
debts.
“Foreign
Government Securities” means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign
Currency, non-callable (i) direct obligations of the participating member state or government that
issued
such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such participating member state or government, the payment
of which obligations is unconditionally guaranteed as a full faith and credit obligation of such participating member state or
government. For the avoidance of doubt, for all purposes hereof, euro shall be deemed to have been issued by each participating
member state from time to time.
“Liquidator”
has the meaning specified in Section 12.06.
“U.S.
Government Obligations” means non-callable (i) direct obligations of the United States for which its full faith and credit
are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.
Section 3.04. Deletion
of Deferred Payment Provisions. With respect to the Securities only, the following Sections of the Subordinated Indenture
are amended and restated in their entirety and shall read as follows:
Section 3.01.
Amount Unlimited, Issuable in Series.
(d) the
rate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation
of such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section
3.07, and, in the case of registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest
Payment Date, and any dates required to be established pursuant to Section 7.01;
Section
3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to
any series of Subordinated Debt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid
or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Subordinated Debt Securities, to the
Person in whose name that Subordinated Debt Security (or one
or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, in the case
of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company designated pursuant to
Section 3.01 outside the United Kingdom for collection by the Holder.
In
the case of registered Subordinated 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.
Section
11.06. Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the
Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest,
if any) such Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security
for redemption in accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption
Price, together with accrued but unpaid interest to the Redemption Date; provided, however, that with respect to any Subordinated
Debt Securities in registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is
payable on an Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according
to the terms of the Subordinated Debt Securities and the provisions of Section 3.07. Subordinated Debt Securities in definitive
form shall be presented for redemption to the Paying Agent.
If
any Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated
Debt Security shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and
the provisions of Section 3.07.
Section 3.05. Deletion
of Exchange Provisions. With respect to the Securities only:
(i) Sections
1.13 and 9.02(a) of the Subordinated Indenture is amended by deleting the reference to “Exchange Date” therein,
(ii) Section
3.01(l) of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:
(l) [Reserved];
(iii) Section
3.05 of the Subordinated Indenture is amended by deleting the following paragraph:
In
the event that a Global Security is surrendered for redemption or exchange for Preference Shares or Exchange Securities in part
pursuant to Section 11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
or unexchanged portion of the principal of the Global Security so surrendered.
(iv) Section
3.05(b) of the Subordinated Indenture is amended and restated in its entirety as follows:
(b) Except
as otherwise specified pursuant to Section 3.01, Subordinated Debt Securities of any series may only be exchanged for a like aggregate
principal amount of Subordinated Debt Securities of such series of other authorized denominations containing identical terms and
provisions. Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated
pursuant to Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in
exchange therefor the Subordinated Debt Security or Subordinated Debt Securities of the same series which the Holder making the
exchange shall be entitled to receive.
Section 3.06. Correction
of Minor Defects in or Amendment of Subordinated Debt Securities. With respect to the Securities only, Article 3 of the Subordinated
Indenture is amended by adding Section 3.13, which shall read as follows:
Section
3.13. Correction of Minor Defects in or Amendment of Subordinated Debt Securities. If the Company or the Trustee shall
become aware of any ambiguity, defect or inconsistency in any term of a Subordinated Debt Security or Global Security, as the
case may be, or, with respect to any Subordinated Debt Security (including any Global Security) issued on or after the date hereof,
the Company and the Trustee may amend such Subordinated Debt Security (including any Global Security) as contemplated by Section
9.01(h) (subject to Section 9.07) and the parties hereto shall provide for the execution, authentication, delivery and dating
of one or more replacement Subordinated Debt Securities or Global Securities, as the case may be, pursuant to Section 3.03 hereto,
provided, however, that such amendment is not materially adverse to Holders of any Outstanding Subordinated Debt Securities.
Section 3.07. Defaults;
Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend the following
sections of the Subordinated Indenture in part:
(i) to
amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows:
(a) the
Company fails to pay any installment of interest on any Subordinated 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 Subordinated 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.
(ii) to
amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows:
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 or a Qualifying Administration, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated
Debt Security to be due and payable.
(iii) to
amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows:
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 Subordinated Debt Securities.
The Holders of Subordinated 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 Subordinated Debt Securities or this Subordinated Indenture
(or between the obligations under or in respect of any Subordinated 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, liquidation of the Company
or a Qualifying Administration. 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 or a Qualifying Administration, 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.
(iv) to
amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows:
Except
as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Subordinated 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 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 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 Subordinated Debt Securities prior to any date on which
the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company.
(v) to
add the following sentence at the end of Sections 5.03:
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 Subordinated Debt Securities or under this Subordinated Indenture or in respect
of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under
this Subordinated 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.
(vi) to
amend and restate Section 5.12(a) in its entirety, which shall read as follows:
(a) such direction
shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;
Section 3.08. Deletion
of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Subordinated Indenture is
deleted in its entirety.
Section 3.09. Unconditional
Right of Holders to Receive Principal, Premium and Interest, if any. With respect to the Securities only, Section 5.08 of
the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:
Section
5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Subject to Section 12.01 in relation
to subordination of Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Indenture, the
Holder of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and interest, if any, on such Subordinated Debt Security on the respective Stated Maturities
as expressed in such Subordinated Debt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section
5.07, to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of
such Holder or holder.
Section 3.10. Undertaking
for Costs. With respect to the Securities only, Section 5.14 of the Subordinated Indenture is amended and restated in its
entirety, which shall read as follows:
Section
5.14. Undertaking for Costs. All parties to this Subordinated Indenture agree, and each Holder of any Subordinated Debt
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Subordinated Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest, if any, on any Subordinated Debt Security on or after the respective Stated Maturities expressed in such
Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date).
Section 3.11. Redemption
and Repurchases of Subordinated Debt Securities. With respect to the Securities only, Article 11 of the Subordinated Indenture
is amended by amending and restating Sections 11.01, 11.08, 11.09 and 11.10 in their entirety, and by adding Section 11.11, each
of which shall read as follows:
Section
11.01. Applicability of Article. Subordinated Debt Securities of any series shall be redeemable in accordance with their
terms and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance
with this Article 11. Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable
law, applicable provisions of the Regulatory Capital Requirements Regulations and Section 11.11 below. The Subordinated Debt Securities
of any series may not be redeemed in whole or in part at the option of the Holder thereof.
Section
11.08. Optional Tax Redemption.
(a) Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always
to Section 11.11 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole
but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated
Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any
time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally
published
application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published
application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority,
which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after the Issue Date,
or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory
instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment
date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or
(ii) a
Tax Law Change would:
(A) result
in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities
or materially reducing the amount of such deduction;
(B) prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;
(C) as
a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions
set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would
otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date
of issue of the Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist);
(D) result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect
of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities
into shares or other obligations of the Company; or
(E) result
in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom
tax purposes,
(each such Tax Law
Change, a “Tax Event”); provided, however, in each case that the Company could not avoid the
consequences of the Tax Event by taking measures reasonably available to it.
(b) Prior
to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s
Certificate
confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences
of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant
change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively
rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event
such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Section
11.09. Optional Redemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section
3.01 with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.11 below,
the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less than 30
calendar days’ nor more than 60 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed,
at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in
respect of such series of Subordinated Debt Securities to, but excluding, the date fixed for redemption if, immediately prior
to the giving of the notice referred to above, a Capital Disqualification Event has occurred.
Prior
to the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that
(i) a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Section
11.10. Repurchases. Subject to the conditions set out in Section 11.11 below, the Company may from time to time purchase
Subordinated Debt Securities in the open market or by tender or by private agreement, in any manner and at any price or at differing
prices. Subordinated Debt Securities purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion,
surrendered to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be cancelled
in accordance with applicable law and thereafter may not be re-issued or resold).
Section
11.11. Early Redemption or Repurchases – Relevant Regulator. Subordinated Debt Securities may be redeemed or purchased
by the Company prior to Maturity as provided under Article 11 of this Subordinated Indenture, subject to:
(a)
the Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or
purchase the Subordinated Debt Securities; and
(b)
in respect of any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the date
of issuance of the Subordinated Debt Securities, if and to the extent then required under the relevant Regulatory Capital Requirements
(A) in the case of an optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant
Regulator that the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date
or (B) in the case of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated
to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the
Issue Date; and
(c)
if and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or
purchase date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher
quality on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction
of the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its
minimum capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory
Capital Requirements.
Notwithstanding
the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the
repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the
Company shall comply with such other and/or, as appropriate, additional pre-condition(s).
Section 3.12. Exchanges
Not Deemed Payment. With respect to the Securities only, Section 12.10 of the Subordinated Indenture is deleted in its entirety.
Section 3.13. Exchange
of Subordinated Debt Securities. With respect to the Securities only, Article 13 of the Subordinated Indenture is deleted
in its entirety.
Section 3.14. Events
of Default. With respect to the Securities only:
(i) Section
5.01 of the Subordinated Indenture is amended by adding the following sentence at the end of the section:
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; and
(ii)
Section 5.02 of the Subordinated Indenture is amended in part to restate in its entirety the first paragraph of such section as
follows:
Section
5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Subordinated Debt
Securities of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25%
in aggregate principal amount of the Outstanding Subordinated Debt Securities of such series may declare the principal amount,
together with accrued interest (if any) and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all
the Subordinated Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by the Holder or Holders), and upon any such declaration such amount shall become immediately due and
payable.
(iii) Section
5.02(a)(i) is hereby restated in its entirety as follows:
(i)
the principal of, and premium, if any, on, any Subordinated Debt Securities of such series which have become due otherwise than
by such declaration of acceleration and any due and payable interest, if any, thereon at the rate or rates prescribed therefor
in such Subordinated Debt Securities,
(iv)
Section 5.02 of the Subordinated Indenture is amended in part to restate in its entirety the last paragraph of such section as
follows:
If
the Subordinated Debt Securities become due and payable (whether pursuant to this Section 5.02 above 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 Subordinated Debt
Securities or this Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of
the principal of and interest on Subordinated 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 or in a Qualifying Administration for all such
due and payable amounts (including any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities
or this Indenture) but no other remedy shall be available to the Trustee or the Holders.
Section 3.15. Compensation
and Reimbursement. With respect to the Securities only, Section 6.07 of the Subordinated Indenture is amended in part to:
(i) restate
in its entirety Section 6.07(b) as follows:
except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as
shall
be
determined in a final, non-appealable order by a court of competent jurisdiction to have been caused by its own negligence or
bad faith; and
(ii) 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 Subordinated
Debt Securities, the discharge of this Subordinated Indenture, the resignation or removal of the Trustee and any exercise of the
U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities.
Section 3.16. Certain
Rights of Trustee. With respect to the Securities only, Section 6.03 of the Subordinated 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 3.17. Subordinated
Debt Securities Subordinate to Claims of Senior Creditors. With respect to the Securities only, Section 12.01 of the Subordinated
Indenture is amended and restated in its entirety, which shall read as follows:
Section
12.01. Subordinated Debt Securities Subordinate to Claims of Senior Creditors.
(a) Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants
and agrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this Article 12, in the event of:
(i) an
order being made, or an effective resolution being passed, for the winding-up of the Company (except, in any such case, a solvent
winding-up solely for the purposes of a reorganization, reconstruction or amalgamation of the Company, the terms of which reorganization,
reconstruction, amalgamation do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable
in accordance with their terms); or
(ii) a
Qualifying Administration,
the
Holders will have a right against the Company in respect of or arising under (including any damages awarded for breach of any
obligations under) the Subordinated Debt Securities and the Subordinated Indenture relating to them to claim for all amounts due
to them in respect of the Subordinated Debt Securities including the principal amount thereof (plus any premium) and any accrued
but
unpaid
interest thereon. Such rights and claims will be subordinated to, and subject in right of payment to, the prior payment in full
of, all claims of all Senior Creditors. The rights and claims of the Holders of the Subordinated Debt Securities shall rank pari
passu without any preference among themselves and rank junior in right of payment to the claims of any existing and future unsecured
and unsubordinated indebtedness and shall rank at least pari passu with the claims of holders of all obligations of the Company
which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Company
and in priority to (1) the claims of holders of all obligations of the Company which constitute Tier 1 Capital of the Company,
(2) the claims of holders of all undated or perpetual subordinated obligations of the Company and (3) the claims of holders of
all share capital of the Company.
(b) The
provisions of this Article 12 shall apply only to rights or claims payable under Section 12.01 (a) or to amounts payable pursuant
thereto and under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the
costs, charges, expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Sections
5.03(a)(i) and 5.06 hereof, or the rights and remedies of the Trustee in respect thereof.
Section 3.18. Reliance
on Judicial Order or Certificate of Liquidating Agent. With respect to the Securities only, Section 12.06 of the Subordinated
Indenture is amended and restated in its entirety, which shall read as follows:
Section
12.06. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Subordinated
Debt Securities of the series shall be entitled to rely upon (a) any order or decree entered by any court in which such winding-up
of the Company or similar case or proceeding, including a proceeding for the suspension of payments is pending, or (b) a certificate
of the administrator of the Company, assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the Senior Creditors and other claims against the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article
12.
Section 3.19. Additional
Subordinated Debt Securities. With respect to the Securities only, Section 3.12 of the Subordinated Indenture is amended and
restated in its entirety, which shall read as follows:
Section
3.12. Additional Subordinated Debt Securities. The Company may, from time to time, without the consent of the Holders of
the Subordinated Debt Securities of any series, issue additional Subordinated Debt Securities of one or more of the series of
Subordinated Debt Securities issued under this
Subordinated Indenture,
having the same ranking and same interest rate, Maturity, redemption terms and other terms, except for the price to the public,
issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, as the Subordinated Debt Securities.
Any such additional Subordinated Debt Securities, together with the Subordinated Debt Securities of the applicable series, may
constitute a single series of Subordinated Debt Securities under this Subordinated Indenture and shall be included in the definition
of “Subordinated Debt Securities” in this Subordinated Indenture where the context requires; provided, however, that
if the original Subordinated Debt Securities are determined by the Company to be debt for U.S. federal income tax purposes and
the additional Subordinated Debt Securities are not fungible with the outstanding Subordinated Debt Securities for U.S. federal
income tax purposes, the additional Subordinated Debt Securities must have CUSIP, ISIN and/or other identifying numbers different
from those used for the outstanding Subordinated Debt Securities.
Section 3.20. Agreement
with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant
to this Second 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 (1) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities;
(2) 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/or (3) 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; which 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 Maturity), but which have not been paid, prior to the exercise
of any U.K. bail-in power. Each Holder and 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 Beneficial Owner of the Securities:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities
shall not 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 of the Securities under Section 5.12 of the Subordinated Indenture,
and (b) neither the Subordinated Indenture nor this Second 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 this Second Supplemental Indenture.
(c) By
purchasing the Securities, each Holder and Beneficial Owner that acquires its Securities in the secondary market shall be deemed
to acknowledge and 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 related to the U.K.
bail-in power.
(d) By
its purchase or acquisition of the Securities, each Holder and Beneficial Owner shall also 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 and the European Union 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 of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only.
Article
4
AMENDMENTS TO THE SUBORDINATED INDENTURE
Section 4.01. Appointment
of Agent for Service. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 1.14 of the Subordinated Indenture is amended and restated in its entirety and shall read as
follows:
Section
1.14. Appointment of Agent for Service. The Company has designated and appointed the Chief U.S. Counsel, Lloyds Banking
Group plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036 as its authorized
agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The
City of New York, New York, arising out of or relating to the Subordinated Debt Securities, this Subordinated Indenture or this
Second Supplemental Indenture, but for that purpose only, and agrees that service of process upon such authorized agent shall
be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in
the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Subordinated
Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company
further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any
of the Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility
with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes
of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and
waives, to the extent it may effectively do so, any
right
to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Section 4.02. Notices
to Trustee. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including
the Securities, Section 1.05 of the Subordinated Indenture is amended and restated in its entirety to read as follows:
Section
1.05. (a) Notices, Etc. to Trustee, Company. Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by the Subordinated Indenture or the Second Supplemental Indenture to be
made upon, given or furnished to, or filed with,
(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 facsimile or e-mail) to the Trustee at its Corporate Trust Office and the
Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions pursuant to the Subordinated
Indenture or the Second Supplemental 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
(ii) the Company by
the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and (i) mailed, in the case of the Company, first-class postage prepaid, addressed to it at the address of its principal
office specified in the first paragraph of this Subordinated Indenture (unless another address has been previously furnished in
writing to the Trustee by the Company, in which case at the last such address) marked “Attention: Company Secretary”,
or (ii) faxed to +44 20 7158 3298/3299 marked “Attention: Company Secretary”.
(b) The Trustee shall
have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant
to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee evidence
of the Executive Officers. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its
discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling.
The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and
that the Trustee shall conclusively presume that directions that purport to have been sent by an Executive Officer have been sent
by such Executive Officer. The Company shall be responsible for ensuring that only Executive Officers transmit such Instructions
to the Trustee and that the Company and all Executive Officers are solely responsible to safeguard the use and
confidentiality of
applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with
such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company
agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, and the risk
of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than
the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission
of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances;
and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
Section 4.03. Additional
Amounts. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including the
Securities, Section 10.04 of the Subordinated Indenture is hereby amended and replaced in its entirety as follows:
Section
10.04. Additional Amounts. Amounts to be paid on any series of Subordinated 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 the principal of, interest and any other payment on, the Subordinated
Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders
of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated 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 Subordinated Debt Security is a domiciliary, national or resident of, or engaging in
business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection
with the Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment
of, or in respect of, principal of, or any interest or other payment on, any Subordinated Debt Security of the relevant series,
(ii)
except in the case of winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation
is required) for payment in the United Kingdom,
(iii)
the relevant Subordinated 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 Subordinated Debt Security or the Beneficial Owner of any payment of, or in
respect of, principal of, or any interest or other payment on, the Subordinated 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 withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income, or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives,
(vi)
the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder
who would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Debt Security to another
paying agent,
(vii)
the deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury
regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations
(“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
(viii)
any combination of subclauses (i) through (vii) above,
nor
shall Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated 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 Subordinated Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments
on, or in respect of, any Subordinated 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. None of 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
5
MISCELLANEOUS
Section 5.01. Effect
Of Supplemental Indenture. Upon the execution and delivery of this Second Supplemental Indenture by each of the Company and
the Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Subordinated Indenture shall
be supplemented in accordance herewith, and this Second Supplemental Indenture shall form a part of the Subordinated Indenture
for all purposes in respect of the Securities or otherwise as applicable.
Section 5.02. 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 Subordinated Indenture and, in the case of the Opinion of Counsel,
stating the Indenture is a legal, binding and valid obligation enforceable in accordance with its terms. As specified in Section
9.03 of the Subordinated Indenture and subject to the provisions of Section 6.03 of the Subordinated Indenture, the Trustee shall
also be entitled to receive an Opinion of Counsel stating that that this Second Supplemental Indenture is authorized or permitted
by the Indenture, and the Second Supplemental Indenture, and the Securities whose terms are incorporated by reference herein are
each, subject to Section 1.03 of the Subordinated 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 Second 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 Second Supplemental Indenture complies with the applicable provisions of the
Subordinated Indenture.
Section 5.03. Confirmation
Of Indenture. The Subordinated Indenture, as supplemented and amended by this Second Supplemental Indenture with respect to
the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Subordinated Indenture, this Second
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 Second Supplemental Indenture constitutes an integral part of
the Subordinated Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms
and conditions of the Subordinated Indenture and the terms and conditions of this Second Supplemental Indenture, the terms and
conditions of this Second Supplemental Indenture shall prevail where applicable.
Section 5.04. Concerning
The Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Second 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 Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Subordinated Indenture
relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section 5.05. Governing
Law. This Second Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York, except that (i) the authorization and execution by the Company of this Second 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 and the Trustee, as the case may be and (ii) Section 3.17 of this Second Supplemental
Indenture (other than the Trustee’s own rights, duties or immunities thereunder) and the third paragraph of Section 5.03
of the Subordinated Indenture in relation to the waiver of any right of set-off or counterclaim with respect to the Securities
or the Indenture shall be governed by and construed in accordance with the laws of Scotland.
Section 5.06. Separability.
In case any provision contained in this Second 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 5.07. Counterparts.
This Second 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.
[Signature
Pages Follow]
IN WITNESS
WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
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LLOYDS BANKING GROUP PLC, as Issuer |
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By: |
/s/ Vishal Savadia |
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Name: Vishal Savadia |
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Title: Head of Captial Issuance |
[Signature Page to Second Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee |
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By: |
/s/ Robert Timmons |
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Name: Robert Timmons |
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Title: Vice President |
[Signature Page to Second Supplemental Indenture]
EXHIBIT
A
FORM
OF RULE 144A GLOBAL NOTE
THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:
| (1) | REPRESENTS THAT IT, AND ANY ACCOUNT
FOR WHICH IT IS ACTING, IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT
DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; |
| (2) | AGREES FOR THE BENEFIT OF THE ISSUER
THAT IT WILL NOT OFFER, SELL, PLEDGE, OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT: (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF; (B) TO A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A; (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT; OR
(D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND |
| (3) | AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT. |
CUSIP
No. 539439 AJ8
ISIN
No. US539439AJ80
Common
Code: 132516561
LLOYDS BANKING
GROUP PLC
[●]%
SUBORDINATED DEBT SECURITIES DUE 2045
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 $[●] ([spelled
out] million dollars) on [●], 2045 or on such earlier date as the principal hereof may become due in accordance with the
terms hereof and to pay interest thereon semi-annually in arrears on [●] and [●] of each year, commencing on [●],
2016, and ending on [●], 2045 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid
to the holder in whose name this Subordinated Note is registered on the 15th calendar day immediately preceding the relevant 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 any Subordinated Note on or before its Payment Date and such failure continues
for 14 days or (ii) the Company fails to pay all or any part of the principal of any Subordinated Note 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
or a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Interest
shall accrue on this Subordinated Note from day to day from the date of issuance hereof or from the most recent Payment Date at
the rate of [●]% per annum, until the principal amount hereof is paid or made available for payment.
Payments
of interest on this Subordinated Note 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 Subordinated Note 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 outside the United Kingdom for collection by the Holder.
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 Subordinated Note 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 Subordinated Note is registered as the owner of such Subordinated Note
for the purpose of receiving payment of principal and interest, if any, on such Subordinated Note and for all other purposes whatsoever,
whether or not such Subordinated Note 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 Subordinated Note 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 signature, this
Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The exercise
of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of
all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes,
or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Subordinated Notes 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 Maturity), but which have not been paid,
prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial owner of the Subordinated Notes further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary legislation
or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of
its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
IN WITNESS
WHEREOF, the Company has caused this Subordinated Note to be duly executed.
Dated: _________________, 2015
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LLOYDS BANKING GROUP PLC |
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By: |
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Name: |
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Title: |
[Global Note No. 1 Signature Page]
CERTIFICATE
OF AUTHENTICATION
This is one
of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: ___________________, 2015
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THE BANK OF NEW YORK MELLON,
as Trustee |
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By: |
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Authorized Signatory |
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[Global Note No. 1 Signature Page]
[REVERSE
OF SECURITY]
This Subordinated
Note is one of a duly authorized issue of securities of the Company (herein called the “Subordinated Notes”) issued
and to be issued in one or more series under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated
Indenture”), between the Company, as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Subordinated Indenture), as supplemented by the Second Supplemental Indenture,
dated as of [●], 2015, between the Company and the Trustee (the “Second Supplemental Indenture, and, together with
the Subordinated 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 Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated
and delivered.
This Subordinated
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company
may, from time to time, without the consent of the Holders of the Subordinated Notes, issue additional Subordinated Notes of one
or more of the series of Subordinated Notes issued under the Subordinated Indenture, having the same ranking and the same interest
rate, Maturity, redemption terms and other terms as the Subordinated Notes, except for the price to the public, issue date, first
Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such additional Subordinated Notes
must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional Subordinated
Notes, together with the Subordinated Notes of the applicable series, may constitute a single series of Subordinated Notes under
the Subordinated Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where
the context requires.
The Subordinated
Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference
among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness of the Company.
The rights
of the Holders of the Subordinated Notes of this series are, to the extent and in the manner set forth in Section 12.01 of the
Indenture, subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Notes is issued
subject to the provisions of that Section 12.01, and the holders of this series of Subordinated Notes, by accepting the same,
agree to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph
are governed by, and shall be construed in accordance with, the laws of Scotland.
If an Event
of Default occurs with respect to Subordinated Notes of any series, then in every such case the Trustee or the Holder or Holders
of not less than 25% in aggregate principal amount of the Outstanding Subordinated Notes of this series may declare the principal
amount, together with accrued interest (if any), and Additional
Amounts (if any), payable on
such Subordinated Notes, of all the Subordinated Notes to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holder or Holders), and upon any such declaration such amount shall become immediately due
and payable.
Except as
otherwise provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Subordinated Notes 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 Subordinated
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 Subordinated 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 Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes 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 or
a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Failure to
make any payment in respect of this Subordinated Note 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 clause 5.03(a) of the Indenture) or seven days (in the case of payments under clause 5.03(b) 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 Subordinated Debt Securities. The Holders
of Subordinated 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 Subordinated Debt Securities or
this Subordinated Indenture (or
between the obligations under or in respect of any Subordinated Debt 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 Subordinated Notes 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 Subordinated Notes or under the Subordinated 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 Subordinated Notes 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 the principal
of, interest and any other payment on, the Subordinated Notes (“Additional Amounts”) that are necessary in order that
the net amounts paid to the Holders of Subordinated Notes, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated Notes 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 Subordinated Note is a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with the Taxing
Jurisdiction other than the holding or ownership of a Subordinated Note, or the collection of any payment of, or in respect of,
principal of, or any interest or other payment on, any Subordinated Note;
(ii) except
in the case of winding-up in the United Kingdom, the relevant Subordinated Note is presented (where presentation is required)
for payment in the United Kingdom;
(iii) the
relevant Subordinated Note 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 Subordinated Note or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Note 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 withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any
directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced in order
to conform to, such directive or directives;
(vi) the
Subordinated Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the Subordinated Note to another paying agent;
(vii) the
deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations
thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“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
(viii) any
combination of subclauses (i) through (vii) above,
nor shall
Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated Notes 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 the Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments on, or
in respect of, any Subordinated Notes 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. None of 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.
Subordinated
Notes may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Regulatory Capital
Requirements Regulations and except as provided in the Indenture. The Subordinated Notes may not be redeemed in whole or in part
at the option of the Holder thereof.
Subject to
the limitations specified below, the Company may, at the option of the Company, on not less than 30 nor more than 60 days’
notice, redeem the Subordinated Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount,
of the Subordinated Notes then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,
if at any time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal,
or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would
become, effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom
Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company
has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Notes;
and/or
(ii) a
Tax Law Change would:
(A) result
in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities
or materially reducing the amount of such deduction;
(B) prevent
the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes;
(C) as
a result of the Subordinated Notes being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise
be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue
of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist);
(D)
result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax,
in respect of a write-down of the principal amount of the Subordinated Notes
or the conversion of
the Subordinated Notes into shares or other obligations of the Company; or
(E) result
in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,
(each such Tax Law Change, a
“Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the
Tax Event by taking measures reasonably available to it.
Prior to
the delivery of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption
have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to
it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable
by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s
Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Subject to
the conditions set out below, the Subordinated Notes are redeemable, as a whole but not in part, at the option of the Company,
on not less than 30 calendar days’ nor more than 60 calendar days’ notice, at any time, at a redemption price equal
to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of Subordinated Notes to the date
fixed for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has
occurred.
Prior to
the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i)
a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Subject to
the conditions set out below, the Company may from time to time purchase Subordinated Notes in the open market or by tender or
by private agreement, in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired
by the Company may be held, resold or at its sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated
Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).
The Subordinated
Notes may be redeemed or purchased by the Company prior to Maturity as provided in the foregoing paragraphs, subject to:
(a) the Company
giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or purchase the
Subordinated Notes;
(b) in respect
of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance of the
Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (a) in the case of an
optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that the
relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date or (b) in the case
of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date; and
(c) if and
to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase
date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher quality
on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction of
the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its minimum
capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital
Requirements.
Notwithstanding
the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the
repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the
Company shall comply with such other and/or, as appropriate, additional pre-condition(s).
If the Company
elects to redeem the Subordinated Notes, the Subordinated Notes 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 Subordinated Notes of this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated
Notes, by purchasing or acquiring the Subordinated Notes, each Holder (including each Beneficial Owner) of the Subordinated Notes
acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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 Subordinated
Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares
or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity
of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of
variation of the terms of the Subordinated Notes 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 Maturity),
but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial Owner of the Subordinated
Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
By purchasing
or acquiring the Subordinated Notes each Holder and Beneficial Owner of the Subordinated Notes:
(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to
the Subordinated Notes shall not give rise to a default or 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; and
(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 Subordinated Notes; 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 under Section 5.12 of the Subordinated Indenture, and (b) neither
the Subordinated Indenture nor this Second 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, the Subordinated Notes 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
Subordinated Notes), then the Trustee’s duties under the Subordinated Indenture shall remain applicable with respect to
the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental
indenture or an amendment to the Subordinated Indenture.
By purchasing
the Subordinated Notes, each Holder and Beneficial Owner that acquires its Subordinated Notes in the secondary market shall be
deemed to acknowledge and 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 Subordinated Notes that acquire the Subordinated Notes 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
Subordinated Notes related to the U.K. bail-in power.
By purchasing
the Subordinated Notes, each Holder and 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 Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC
or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement
the exercise of any U.K. bail-in power with respect to the Subordinated Notes 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 Subordinated Notes or payment of interest on the Subordinated Notes 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 and the European Union 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 Subordinated Notes, 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
only.
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 Subordinated Notes to be affected thereby by the Company and the Trustee with
the consent of the Holders of not less than two-thirds in principal amount of the Subordinated Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated
Notes, on behalf of the Holders of all Subordinated Notes, 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 Subordinated
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Note and of any Subordinated
Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated
Note.
No reference
herein to the Indenture and no provision of this Subordinated Note 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 Subordinated Note 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 any Subordinated Note of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Subordinated Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.
No reference
herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the right of the
Holder of this Subordinated Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if
any) and interest on, this Subordinated Note when due and payable in accordance with the provisions of this Subordinated Note
and the Indenture.
The Subordinated
Indenture, the Second Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes,
which are governed by, and construed in accordance with, the laws of Scotland.
Unless otherwise defined
herein, all terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
Exhibit
B
FORM
OF REGULATION S GLOBAL NOTE
THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:
| (1) | REPRESENTS THAT IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, |
| (2) | AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER OR ANY AFFILIATE THEREOF, (B) TO A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT OR (D)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION; AND |
| (3) | AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT. |
CUSIP
No. G5533WBV8
ISIN
No. USG5533WBV84
Common
Code: 132516596
LLOYDS BANKING
GROUP PLC
[●]%
SUBORDINATED DEBT SECURITIES DUE 2045
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 $[●] ([spelled
out] million dollars) on [●], 2045 or on such earlier date as the principal hereof may become due in accordance with the
terms hereof and to pay interest thereon semi-annually in arrears on [●] and [●] of each year, commencing on [●],
2016, and ending on [●], 2045 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid
to the holder in whose name this Subordinated Note is registered on the 15th calendar day immediately preceding the relevant 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 any Subordinated Note on or before its Payment Date and such failure continues
for 14 days or (ii) the Company fails to pay all or any part of the principal of any Subordinated Note 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
or a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Interest
shall accrue on this Subordinated Note from day to day from the date of issuance hereof or from the most recent Payment Date at
the rate of [●]% per annum, until the principal amount hereof is paid or made available for payment.
Payments
of interest on this Subordinated Note 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 Subordinated Note 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 outside the United Kingdom for collection by the Holder.
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 Subordinated Note 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 Subordinated Note is registered as the owner of such Subordinated Note
for the purpose of receiving payment of principal and interest, if any, on such Subordinated Note and for all other purposes whatsoever,
whether or not such Subordinated Note 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 Subordinated Note 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 signature, this
Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The exercise
of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of
all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes,
or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Subordinated Notes 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 Maturity), but which have not been paid,
prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial owner of the Subordinated Notes further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary legislation
or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of
its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
IN WITNESS
WHEREOF, the Company has caused this Subordinated Note to be duly executed.
Dated: _________________, 2015
| |
LLOYDS BANKING GROUP PLC |
| |
|
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|
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By: |
|
| |
|
Name: |
| |
|
Title: |
[Global Note No. 1 Signature Page]
CERTIFICATE
OF AUTHENTICATION
This is one
of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: ___________________, 2015
| |
THE BANK OF NEW YORK MELLON,
as Trustee |
| |
|
| |
|
| |
By: |
|
| |
|
Authorized Signatory |
| |
|
|
[Global Note No. 1 Signature Page]
[REVERSE
OF SECURITY]
This Subordinated
Note is one of a duly authorized issue of securities of the Company (herein called the “Subordinated Notes”) issued
and to be issued in one or more series under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated
Indenture”), between the Company, as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Subordinated Indenture), as supplemented by the Second Supplemental Indenture,
dated as of [●], 2015, between the Company and the Trustee (the “Second Supplemental Indenture, and, together with
the Subordinated 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 Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated
and delivered.
This Subordinated
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company
may, from time to time, without the consent of the Holders of the Subordinated Notes, issue additional Subordinated Notes of one
or more of the series of Subordinated Notes issued under the Subordinated Indenture, having the same ranking and the same interest
rate, Maturity, redemption terms and other terms as the Subordinated Notes, except for the price to the public, issue date, first
Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such additional Subordinated Notes
must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional Subordinated
Notes, together with the Subordinated Notes of the applicable series, may constitute a single series of Subordinated Notes under
the Subordinated Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where
the context requires.
The Subordinated
Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference
among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness of the Company.
The rights
of the Holders of the Subordinated Notes of this series are, to the extent and in the manner set forth in Section 12.01 of the
Indenture, subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Notes is issued
subject to the provisions of that Section 12.01, and the holders of this series of Subordinated Notes, by accepting the same,
agree to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph
are governed by, and shall be construed in accordance with, the laws of Scotland.
If an Event
of Default occurs with respect to Subordinated Notes of any series, then in every such case the Trustee or the Holder or Holders
of not less than 25% in aggregate principal amount of the Outstanding Subordinated Notes of this series may declare the principal
amount, together with accrued interest (if any), and Additional
Amounts (if any), payable on
such Subordinated Notes, of all the Subordinated Notes to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holder or Holders), and upon any such declaration such amount shall become immediately due
and payable.
Except as
otherwise provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Subordinated Notes 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 Subordinated
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 Subordinated 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 Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes 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 or
a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Failure to
make any payment in respect of this Subordinated Note 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 clause 5.03(a) of the Indenture) or seven days (in the case of payments under clause 5.03(b) 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 Subordinated Debt Securities. The Holders
of Subordinated 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 Subordinated Debt Securities or
this Subordinated Indenture (or
between the obligations under or in respect of any Subordinated Debt 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 Subordinated Notes 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 Subordinated Notes or under the Subordinated 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 Subordinated Notes 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 the principal
of, interest and any other payment on, the Subordinated Notes (“Additional Amounts”) that are necessary in order that
the net amounts paid to the Holders of Subordinated Notes, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated Notes 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 Subordinated Note is a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with the Taxing
Jurisdiction other than the holding or ownership of a Subordinated Note, or the collection of any payment of, or in respect of,
principal of, or any interest or other payment on, any Subordinated Note;
(ii) except
in the case of winding-up in the United Kingdom, the relevant Subordinated Note is presented (where presentation is required)
for payment in the United Kingdom;
(iii) the
relevant Subordinated Note 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 Subordinated Note or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Note 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 withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any
directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced in order
to conform to, such directive or directives;
(vi) the
Subordinated Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the Subordinated Note to another paying agent;
(vii) the
deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations
thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“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
(viii) any
combination of subclauses (i) through (vii) above,
nor shall
Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated Notes 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 the Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments on, or
in respect of, any Subordinated Notes 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. None of 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.
Subordinated
Notes may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Regulatory Capital
Requirements Regulations and except as provided in the Indenture. The Subordinated Notes may not be redeemed in whole or in part
at the option of the Holder thereof.
Subject to
the limitations specified below, the Company may, at the option of the Company, on not less than 30 nor more than 60 days’
notice, redeem the Subordinated Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount,
of the Subordinated Notes then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,
if at any time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal,
or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would
become, effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom
Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company
has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Notes;
and/or
(ii) a
Tax Law Change would:
(A)
result in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation
liabilities or materially reducing the amount of such deduction;
(B)
prevent the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes;
(C)
as a result of the Subordinated Notes being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise
be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue
of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist);
(D)
result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in
respect of a write-down of the principal amount of the Subordinated Notes
or
the conversion of the Subordinated Notes into shares or other obligations of the Company; or
(E)
result in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax
purposes,
(each such Tax Law Change, a
“Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the
Tax Event by taking measures reasonably available to it.
Prior to
the delivery of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption
have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to
it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable
by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s
Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Subject to
the conditions set out below, the Subordinated Notes are redeemable, as a whole but not in part, at the option of the Company,
on not less than 30 calendar days’ nor more than 60 calendar days’ notice, at any time, at a redemption price equal
to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of Subordinated Notes to the date
fixed for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has
occurred.
Prior to
the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i)
a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Subject to
the conditions set out below, the Company may from time to time purchase Subordinated Notes in the open market or by tender or
by private agreement, in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired
by the Company may be held, resold or at its sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated
Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).
The Subordinated
Notes may be redeemed or purchased by the Company prior to Maturity as provided in the foregoing paragraphs, subject to:
(a) the Company
giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or purchase the
Subordinated Notes;
(b) in respect
of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance of the
Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (a) in the case of an
optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that the
relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date or (b) in the case
of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date; and
(c) if and
to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase
date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher quality
on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction of
the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its minimum
capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital
Requirements.
Notwithstanding
the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the
repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the
Company shall comply with such other and/or, as appropriate, additional pre-condition(s).
If the Company
elects to redeem the Subordinated Notes, the Subordinated Notes 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 Subordinated Notes of this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated
Notes, by purchasing or acquiring the Subordinated Notes, each Holder (including each Beneficial Owner) of the Subordinated Notes
acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes into shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment
or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes,
or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power
may be exercised by means of variation of the terms of the Subordinated Notes 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial
Owner of the Subordinated Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under
the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
By purchasing
or acquiring the Subordinated Notes each Holder and Beneficial Owner of the Subordinated Notes:
(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to
the Subordinated Notes shall not give rise to a default or 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; and
(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 Subordinated Notes; 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 under Section 5.12 of the Subordinated Indenture, and (b) neither
the Subordinated Indenture nor this Second 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, the Subordinated Notes 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
Subordinated Notes), then the Trustee’s duties under the Subordinated Indenture shall remain applicable with respect to
the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental
indenture or an amendment to the Subordinated Indenture.
By purchasing
the Subordinated Notes, each Holder and Beneficial Owner that acquires its Subordinated Notes in the secondary market shall be
deemed to acknowledge and 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 Subordinated Notes that acquire the Subordinated Notes 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
Subordinated Notes related to the U.K. bail-in power.
By purchasing
the Subordinated Notes, each Holder and 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 Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC
or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement
the exercise of any U.K. bail-in power with respect to the Subordinated Notes 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 Subordinated Notes or payment of interest on the Subordinated Notes 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 and the European Union 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 Subordinated Notes, 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
only.
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 Subordinated Notes to be affected thereby by the Company and the Trustee with
the consent of the Holders of not less than two-thirds in principal amount of the Subordinated Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated
Notes, on behalf of the Holders of all Subordinated Notes, 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 Subordinated
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Note and of any Subordinated
Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated
Note.
No reference
herein to the Indenture and no provision of this Subordinated Note 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 Subordinated Note 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 any Subordinated Note of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Subordinated Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.
No reference
herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the right of the
Holder of this Subordinated Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if
any) and interest on, this Subordinated Note when due and payable in accordance with the provisions of this Subordinated Note
and the Indenture.
The Subordinated
Indenture, the Second Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes,
which are governed by, and construed in accordance with, the laws of Scotland.
Unless otherwise
defined herein, all terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Exhibit 4.16
Execution
version
_______________________________________
LLOYDS
BANKING GROUP PLC
as Issuer,
and
THE
BANK OF NEW YORK MELLON,
acting through its London Branch
as Trustee
_______________________________________
THIRD
SUPPLEMENTAL INDENTURE
dated as
of December 10, 2015
to
THE
SUBORDINATED DEBT SECURITIES INDENTURE
dated as
of November 4, 2014
_______________________________________
TABLE
OF CONTENTS
____________________
Page
| Article
1 |
| DEFINITIONS |
| |
| Section 1.01. Definition of Terms |
2 |
| |
|
| Article
2 |
| FORM OF SECURITIES |
| |
| Section 2.01. Terms of the Securities |
2 |
| |
|
| Article
3 |
| ADDITIONAL TERMS APPLICABLE
TO THE SECURITIES |
| |
| Section 3.01. Addition of Definitions |
4 |
| Section 3.02. Amendment of Definition |
5 |
| Section 3.03. Deletion of Definitions |
6 |
| Section 3.04. Deletion of Deferred Payment Provisions |
8 |
| Section 3.05. Deletion of Exchange Provisions |
9 |
| Section 3.06. Correction of Minor Defects in or Amendment
of Subordinated Debt Securities |
10 |
| Section 3.07. Defaults; Collection of Indebtedness
and Suits for Enforcement by Trustee |
10 |
| Section 3.08. Deletion of Satisfaction and Discharge
Provisions |
12 |
| Section 3.09. Unconditional Right of Holders to Receive
Principal, Premium and Interest, if any |
12 |
| Section 3.10. Undertaking for Costs |
12 |
| Section 3.11. Redemption and Repurchases of Subordinated
Debt Securities |
13 |
| Section 3.12. Exchanges Not Deemed Payment |
16 |
| Section 3.13. Exchange of Subordinated Debt Securities |
16 |
| Section 3.14. Events of Default. With respect
to the Securities only: |
16 |
| Section 3.15. Compensation and Reimbursement |
17 |
| Section 3.16. Certain Rights of Trustee |
18 |
| Section 3.17. Subordinated Debt Securities Subordinate
to Claims of Senior Creditors |
18 |
| Section 3.18. Reliance on Judicial Order or Certificate
of Liquidating Agent |
19 |
| Section 3.19. Additional Subordinated Debt Securities |
19 |
| Section 3.20. Agreement with Respect to Exercise of U.K.
Bail-In Power |
20 |
| |
|
| Article
4 |
| amendments to the subordinated
indenture |
| |
| Section 4.01. Appointment of Agent for Service |
22 |
| Section 4.02. Notices to Trustee |
22 |
| Section 4.03. Additional Amounts |
24 |
| Article
5 |
| MISCELLANEOUS |
| |
| Section 5.01. Effect of Supplemental
Indenture |
26 |
| Section 5.02. Other Documents to be Given to the
Trustee |
26 |
| Section 5.03. Confirmation of Indenture |
26 |
| Section 5.04. Concerning the Trustee |
27 |
| Section 5.05. Governing Law |
27 |
| Section 5.06. Separability |
27 |
| Section 5.07. Counterparts |
27 |
THIRD SUPPLEMENTAL
INDENTURE (“Third Supplemental Indenture”), dated as of December 10, 2015, between LLOYDS BANKING GROUP PLC,
a corporation incorporated in Scotland with registered number 95000, and with its principal executive offices located at 25 Gresham
Street, London EC2V 7HN, United Kingdom, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting
through its London Branch, as trustee (the “Trustee”).
WITNESSETH
WHEREAS,
the Company and the Trustee have executed and delivered a Subordinated Debt Securities Indenture dated as of November 4, 2014
(the “Subordinated Indenture,” and together with this Third Supplemental Indenture, the “Indenture”)
to provide for the issuance of the Company’s subordinated debt securities (the “Subordinated Debt Securities”),
including the Securities (as defined below).
WHEREAS,
Section 9.01(d) of the Subordinated Indenture permits the Company and the Trustee to add to, change or eliminate any provisions
of the Subordinated Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture,
subject to certain conditions;
WHEREAS,
Section 9.01(f) of the Subordinated Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish
the forms or terms of Subordinated Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Subordinated
Indenture without the consent of Holders;
WHEREAS,
there are no debt securities Outstanding of any series created prior to the execution of this Third 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 Third Supplemental Indenture, as required by Section 9.01 of the Subordinated
Indenture;
WHEREAS,
the parties hereto desire to establish a series of Subordinated Debt Securities to be known as the $1,324,457,000 4.582% Subordinated
Debt Securities due 2025 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Subordinated Indenture.
The Securities may be issued from time to time and any Securities issued as part of this 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 Third Supplemental Indenture and whereas all actions required
by it to be taken in order to make this Third 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 Third Supplemental Indenture has been duly
authorized in all respects; and
WHEREAS,
where indicated, this Third Supplemental Indenture shall amend and supplement the Subordinated Indenture; to the extent that the
terms of the Subordinated
Indenture are
inconsistent with such provisions of this Third Supplemental Indenture, the terms of this Third 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 Third Supplemental Indenture:
(a) a
term defined anywhere in this Third 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 Subordinated Indenture;
(c) the
singular includes the plural and vice versa;
(d) headings
are for convenience of reference only and do not affect interpretation; and
(e) for
the purposes of this Third Supplemental Indenture and the Subordinated Indenture, the term “series” shall mean a series
of Securities.
Article
2
FORM OF SECURITIES
Section 2.01. Terms
of the Securities.
The following
terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture:
(a) The
title of the Securities shall be: the 4.582% Subordinated Debt Securities due 2025 (the “Securities”);
(b) The
aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,324,457,000,
except as otherwise provided in the Indenture;
(c) Principal
on the Securities shall be payable on December 10, 2025;
(d) The
Securities shall be issued in global registered form on December 10, 2015 and shall bear interest from December 10, 2015 payable
semi-annually in arrears on June 10 and December 10 (each, an “Interest Payment Date”), commencing June 10,
2016. The Securities shall bear an annual interest rate of 4.582%;
Interest
on the Securities will 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, the actual number of days elapsed in such period. The Regular Record Dates for the Securities will be
15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day;
(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, as paying agent of the
Company having offices in London, United Kingdom;
(g) The
Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Third
Supplemental Indenture;
(h) The
Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision;
(i) The
Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;
(j) The
principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the
Subordinated Indenture, as amended by this Third Supplemental Indenture;
(k) Additional
Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Third
Supplemental Indenture;
(l) The
Securities shall not be converted into or exchanged at the option 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 will 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 will not be initially issued in definitive form;
(q) There
is no Calculation Agent for the Securities;
(r) The
Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Third
Supplemental Indenture;
(s) The
subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by Section
3.17 of this Third Supplemental Indenture;
(t) The
form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and
(u) The
Company may issue additional Securities (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue
date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes
must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with
the Securities will constitute a single series of securities under 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 Subordinated Indenture is amended to include the
following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Beneficial
Owners” shall mean (a) if any Subordinated Debt Securities are in global form, the beneficial owners of the Subordinated
Debt Securities (and any interest therein) and (b) if the Subordinated Debt Securities are held in definitive form, the holders
in whose names the Subordinated Debt Securities are registered in the Subordinated Debt Security Register and any beneficial owners
holding an interest in such Subordinated Debt Securities held in definitive form.
“Electronic
Means” shall mean the following communications methods: S.W.1.F.T., e-mail, facsimile transmission, 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.
“Group”
means the Company together with its subsidiaries and associated undertakings.
“Issue
Date” means December 10, 2015, being the date of the initial issue of the Securities.
“Maturity”
means December 10, 2025.
“Regulatory
Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial
groups by the Relevant Regulator.
“Relevant
Regulator” means the U.K. Prudential Regulatory 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.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of 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 and the Group, including but
not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person.
Section 3.02. Amendment
of Definition. With respect to the Securities only, the following definitions shall be amended in their entirety in Section
1.01 of the Subordinated Indenture:
“Business
Day” shall mean any day, other than Saturday or Sunday, that is neither 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 in the City of London.
“Capital
Disqualification Event” shall be deemed to have occurred if at any time the Company determines that as a result of a
change (which has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification
of the Securities which becomes effective after the Issue Date, and that results, or would be likely to result, in the entire
principal amount of the Securities being excluded from the Tier 2 Capital of the Company.
“Executive
Officer” means any individual authorized or designated by the Board of Directors through a power of attorney or otherwise
for the purpose of executing this Subordinated Indenture and any other certificates, forms, notes and ancillary documents in connection
therewith.
“Senior
Creditors” means in respect of the Company (i) creditors of the Company whose claims are admitted to proof in the winding-up
or administration of the Company and who are unsubordinated creditors of the Company and (ii) creditors of the Company whose claims
are or are expressed to be subordinated to the claims of other creditors of the Company (other than those whose claims constitute,
or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the
Company, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Securities).
“Tier
1 Capital” has the meaning given to it by the Relevant Regulator from time to time.
“Tier
2 Capital” has the meaning given to it by the Relevant Regulator from time to time.
Section 3.03. Deletion
of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety in Section
1.01 of the Subordinated Indenture:
“ADR
Custodian” means the custodian under the ADR Deposit Agreement.
“ADR
Deposit Agreement” means the deposit agreement between the Company and The Bank of New York Mellon (previously named
The Bank of New York) and the holders from time to time of American Depositary Receipts issued thereunder.
“ADR
Depositary” means the depositary under the ADR Deposit Agreement.
“Applicable
Banking Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital
adequacy then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated
or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the PRA, from time to time (whether or not such requirements,
guidelines or policies are applied generally or specifically to the Company or to the Company and its subsidiaries).
“Capital
Resources Requirement” and “Overall Financial Adequacy Rule” have the respective meanings given to
such terms in the Applicable
Banking
Regulations and shall include any successor terms from time to time equivalent thereto as agreed between the Company and the Trustee.
“CRD
IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) applicable capital adequacy
banking regulations then in effect in the United Kingdom.
“CRD
IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive
2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive.
“CRD
IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.
“Deferred
Amounts” means any Deferred Interest (including any interest amounts accrued thereon) and any amount of principal and/or
premium payment of which has been deferred pursuant to Section 3.07 (including any interest amounts accrued thereon) which has
not been satisfied.
“Deferred
Interest” has the meaning specified in Section 3.07.
“Deferred
Payment Date” has the meaning specified in Section 3.07.
“Deferred
Record Date”, when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any
series, means the date specified for the purpose pursuant to Section 3.01.
“Exchange
Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in
Section 13.03.
“Exchange
Securities” means securities issued by the Company provided that such securities shall contain terms which comply with
the then current requirements of the PRA in relation to Tier 2 Capital or Tier 1 Capital).
“Foreign
Currency” means the euro or any currency issued by the government of any country (or a group of countries or participating
member states) other than the United States which as at the time of payment is legal tender for the payment of public and private
debts.
“Foreign
Government Securities” means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign
Currency, non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency
for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised
by
and
acting as an agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally
guaranteed as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt,
for all purposes hereof, euro shall be deemed to have been issued by each participating member state from time to time.
“Liquidator”
has the meaning specified in Section 12.06.
“U.S.
Government Obligations” means non-callable (i) direct obligations of the United States for which its full faith and
credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.
Section 3.04. Deletion
of Deferred Payment Provisions. With respect to the Securities only, the following Sections of the Subordinated Indenture
are amended and restated in their entirety and shall read as follows:
Section
3.01. Amount Unlimited, Issuable in Series.
(d) the
rate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation
of such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section
3.07, and, in the case of registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest
Payment Date, and any dates required to be established pursuant to Section 7.01;
Section
3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to
any series of Subordinated Debt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid
or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Subordinated Debt Securities, to the
Person in whose name that Subordinated Debt Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest or, in the case of Global Securities held by
any
Holder, to the Holder including through a Paying Agent of the Company designated pursuant to Section 3.01 outside the United Kingdom
for collection by the Holder.
In
the case of registered Subordinated 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.
Section
11.06. Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the
Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest,
if any) such Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security
for redemption in accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption
Price, together with accrued but unpaid interest to the Redemption Date; provided, however, that with respect to any Subordinated
Debt Securities in registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is
payable on an Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according
to the terms of the Subordinated Debt Securities and the provisions of Section 3.07. Subordinated Debt Securities in definitive
form shall be presented for redemption to the Paying Agent.
If
any Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated
Debt Security shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and
the provisions of Section 3.07.
Section 3.05. Deletion
of Exchange Provisions. With respect to the Securities only:
(i) Sections
1.13 and 9.02(a) of the Subordinated Indenture is amended by deleting the reference to “Exchange Date” therein,
(ii) Section
3.01(l) of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:
(l) [Reserved];
(iii) Section
3.05 of the Subordinated Indenture is amended by deleting the following paragraph:
In
the event that a Global Security is surrendered for redemption or exchange for Preference Shares or Exchange Securities in part
pursuant to Section 11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
or unexchanged portion of the principal of the Global Security so surrendered.
(iv) Section
3.05(b) of the Subordinated Indenture is amended and restated in its entirety as follows:
(b) Except
as otherwise specified pursuant to Section 3.01, Subordinated Debt Securities of any series may only be exchanged for a like aggregate
principal amount of Subordinated Debt Securities of such series of other authorized denominations containing identical terms and
provisions. Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated
pursuant to Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in
exchange therefor the Subordinated Debt Security or Subordinated Debt Securities of the same series which the Holder making the
exchange shall be entitled to receive.
Section 3.06. Correction
of Minor Defects in or Amendment of Subordinated Debt Securities. With respect to the Securities only, Article 3 of the Subordinated
Indenture is amended by adding Section 3.13, which shall read as follows:
Section
3.13. Correction of Minor Defects in or Amendment of Subordinated Debt Securities. If the Company or the Trustee shall
become aware of any ambiguity, defect or inconsistency in any term of a Subordinated Debt Security or Global Security, as the
case may be, or, with respect to any Subordinated Debt Security (including any Global Security) issued on or after the date hereof,
the Company and the Trustee may amend such Subordinated Debt Security (including any Global Security) as contemplated by Section
9.01(h) (subject to Section 9.07) and the parties hereto shall provide for the execution, authentication, delivery and dating
of one or more replacement Subordinated Debt Securities or Global Securities, as the case may be, pursuant to Section 3.03 hereto,
provided, however, that such amendment is not materially adverse to Holders of any Outstanding Subordinated Debt Securities.
Section 3.07. Defaults;
Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend the following
sections of the Subordinated Indenture in part:
(i) to
amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows:
(a) the
Company fails to pay any installment of interest on any Subordinated 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 Subordinated 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.
(ii) to
amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows:
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 or a Qualifying
Administration, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Security to
be due and payable.
(iii) to
amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows:
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 Subordinated Debt Securities. The Holders
of Subordinated 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 Subordinated Debt Securities or this Subordinated Indenture
(or between the obligations under or in respect of any Subordinated 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, liquidation of the Company
or a Qualifying Administration. 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 or a Qualifying Administration, 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.
(iv) to
amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows:
Except as otherwise
provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Subordinated 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 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 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 Subordinated Debt Securities prior to any date on which the principal
of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company.
(v) to
add the following sentence at the end of Sections 5.03:
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 Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach
by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated
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.
(vi) to
amend and restate Section 5.12(a) in its entirety, which shall read as follows:
(a) such
direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to
undue risk;
Section 3.08. Deletion
of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Subordinated Indenture is
deleted in its entirety.
Section 3.09. Unconditional
Right of Holders to Receive Principal, Premium and Interest, if any. With respect to the Securities only, Section 5.08 of
the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:
Section
5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Subject to Section 12.01 in relation
to subordination of Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Indenture, the
Holder of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and interest, if any, on such Subordinated Debt Security on the respective Stated Maturities
as expressed in such Subordinated Debt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section
5.07, to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of
such Holder or holder.
Section 3.10. Undertaking
for Costs. With respect to the Securities only, Section 5.14 of the Subordinated Indenture is amended and restated in its
entirety, which shall read as follows:
Section
5.14. Undertaking for Costs. All parties to this Subordinated Indenture agree, and each Holder of any Subordinated Debt
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Subordinated Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest, if any, on any Subordinated Debt Security on or after the respective Stated Maturities expressed in such
Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date).
Section 3.11. Redemption
and Repurchases of Subordinated Debt Securities. With respect to the Securities only, Article 11 of the Subordinated Indenture
is amended by amending and restating Sections 11.01, 11.08, 11.09 and 11.10 in their entirety, and by adding Section 11.11, each
of which shall read as follows:
Section
11.01. Applicability of Article. Subordinated Debt Securities of any series shall be redeemable in accordance with their
terms and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance
with this Article 11. Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable
law, applicable provisions of the Regulatory Capital Requirements Regulations and Section 11.11 below. The Subordinated Debt Securities
of any series may not be redeemed in whole or in part at the option of the Holder thereof.
Section
11.08. Optional Tax Redemption.
(a) Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always
to Section 11.11 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole
but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated
Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any
time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally
published
application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published
application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority,
which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after the Issue Date,
or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory
instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next
payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or
(ii) a
Tax Law Change would:
(A) result
in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities
or materially reducing the amount of such deduction;
(B) prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;
(C) as
a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions
set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would
otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date
of issue of the Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist);
(D) result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect
of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities
into shares or other obligations of the Company; or
(E) result
in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom
tax purposes,
(each such Tax Law
Change, a “Tax Event”); provided, however, in each case that the Company could not avoid the
consequences of the Tax Event by taking measures reasonably available to it.
(b) Prior
to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for
redemption
have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to
it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable
by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s
Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Section
11.09. Optional Redemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section
3.01 with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.11 below,
the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less than 30
calendar days’ nor more than 60 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed,
at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in
respect of such series of Subordinated Debt Securities to, but excluding, the date fixed for redemption if, immediately prior
to the giving of the notice referred to above, a Capital Disqualification Event has occurred.
Prior
to the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that
(i) a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Section
11.10. Repurchases. Subject to the conditions set out in Section 11.11 below, the Company may from time to time purchase
Subordinated Debt Securities in the open market or by tender or by private agreement, in any manner and at any price or at differing
prices. Subordinated Debt Securities purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion,
surrendered to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be cancelled
in accordance with applicable law and thereafter may not be re-issued or resold).
Section
11.11. Early Redemption or Repurchases – Relevant Regulator. Subordinated Debt Securities may be redeemed or purchased
by the Company prior to Maturity as provided under Article 11 of this Subordinated Indenture, subject to:
(a) the
Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or purchase
the Subordinated Debt Securities; and
(b) in
respect of any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the date of
issuance of the Subordinated Debt Securities, if and to the extent then required under the relevant Regulatory Capital Requirements
(A) in the case of an optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant
Regulator that the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date
or (B) in the case of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated
to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the
Issue Date; and
(c) if
and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase
date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher quality
on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction of
the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its minimum
capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital
Requirements.
Notwithstanding the
above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the repayment
or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the Company
shall comply with such other and/or, as appropriate, additional pre-condition(s).
Section 3.12. Exchanges
Not Deemed Payment. With respect to the Securities only, Section 12.10 of the Subordinated Indenture is deleted in its entirety.
Section 3.13. Exchange
of Subordinated Debt Securities. With respect to the Securities only, Article 13 of the Subordinated Indenture is deleted
in its entirety.
Section 3.14. Events
of Default. With respect to the Securities only:
(i) Section
5.01 of the Subordinated Indenture is amended by adding the following sentence at the end of the section:
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; and
(ii) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the first paragraph of such section as follows:
Section
5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Subordinated Debt
Securities of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25%
in aggregate principal amount of the Outstanding Subordinated
Debt
Securities of such series may declare the principal amount, together with accrued interest (if any) and Additional Amounts (if
any), payable on such Subordinated Debt Securities, of all the Subordinated Debt Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration
such amount shall become immediately due and payable.
(iii) Section
5.02(a)(i) is hereby restated in its entirety as follows:
(i) the
principal of, and premium, if any, on, any Subordinated Debt Securities of such series which have become due otherwise than by
such declaration of acceleration and any due and payable interest, if any, thereon at the rate or rates prescribed therefor in
such Subordinated Debt Securities,
(iv) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the last paragraph of such section as follows:
If
the Subordinated Debt Securities become due and payable (whether pursuant to this Section 5.02 above 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 Subordinated Debt
Securities or this Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of
the principal of and interest on Subordinated 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 or in a Qualifying Administration for all such
due and payable amounts (including any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities
or this Indenture) but no other remedy shall be available to the Trustee or the Holders.
Section 3.15. Compensation
and Reimbursement. With respect to the Securities only, Section 6.07 of the Subordinated Indenture is amended in part to:
(i) restate
in its entirety Section 6.07(b) as follows:
except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
in a final, non-appealable order by a court of competent jurisdiction to have been caused by its own negligence or bad faith;
and
(ii) 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 Subordinated Debt Securities,
the discharge of this Subordinated Indenture, the resignation or removal of the Trustee and any exercise of the U.K. bail-in power
by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities.
Section 3.16. Certain
Rights of Trustee. With respect to the Securities only, Section 6.03 of the Subordinated 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 3.17. Subordinated
Debt Securities Subordinate to Claims of Senior Creditors. With respect to the Securities only, Section 12.01 of the Subordinated
Indenture is amended and restated in its entirety, which shall read as follows:
Section
12.01. Subordinated Debt Securities Subordinate to Claims of Senior Creditors.
(a) Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants
and agrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this Article 12, in the event of:
(i) an
order being made, or an effective resolution being passed, for the winding-up of the Company (except, in any such case, a solvent
winding-up solely for the purposes of a reorganization, reconstruction or amalgamation of the Company, the terms of which reorganization,
reconstruction, amalgamation do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable
in accordance with their terms); or
(ii) a
Qualifying Administration,
the
Holders will have a right against the Company in respect of or arising under (including any damages awarded for breach of any
obligations under) the Subordinated Debt Securities and the Subordinated Indenture relating to them to claim for all amounts due
to them in respect of the Subordinated Debt Securities including the principal amount thereof (plus any premium) and any accrued
but unpaid interest thereon. Such rights and claims will be subordinated to, and subject in right of payment to, the prior payment
in full of, all claims of all Senior Creditors. The rights and claims of the Holders of the Subordinated Debt Securities shall
rank pari passu without any preference among themselves and rank junior in right of payment to the claims of any existing
and future unsecured
and
unsubordinated indebtedness and shall rank at least pari passu with the claims of holders of all obligations of the Company
which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Company
and in priority to (1) the claims of holders of all obligations of the Company which constitute Tier 1 Capital of the Company,
(2) the claims of holders of all undated or perpetual subordinated obligations of the Company and (3) the claims of holders of
all share capital of the Company.
(b) The
provisions of this Article 12 shall apply only to rights or claims payable under Section 12.01 (a) or to amounts payable pursuant
thereto and under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the
costs, charges, expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Sections
5.03(a)(i) and 5.06 hereof, or the rights and remedies of the Trustee in respect thereof.
Section 3.18. Reliance
on Judicial Order or Certificate of Liquidating Agent. With respect to the Securities only, Section 12.06 of the Subordinated
Indenture is amended and restated in its entirety, which shall read as follows:
Section
12.06. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Subordinated
Debt Securities of the series shall be entitled to rely upon (a) any order or decree entered by any court in which such winding-up
of the Company or similar case or proceeding, including a proceeding for the suspension of payments is pending, or (b) a certificate
of the administrator of the Company, assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the Senior Creditors and other claims against the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article
12.
Section 3.19. Additional
Subordinated Debt Securities. With respect to the Securities only, Section 3.12 of the Subordinated Indenture is amended and
restated in its entirety, which shall read as follows:
Section
3.12. Additional Subordinated Debt Securities. The Company may, from time to time, without the consent of the Holders of
the Subordinated Debt Securities of any series, issue additional Subordinated Debt Securities of one or more of the series of
Subordinated Debt Securities issued under this Subordinated Indenture, having the same ranking and same interest rate, Maturity,
redemption terms and other terms, except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP,
ISIN and/or other identifying numbers, as the Subordinated Debt Securities. Any such additional Subordinated Debt Securities,
together with the Subordinated Debt Securities of the applicable
series,
may constitute a single series of Subordinated Debt Securities under this Subordinated Indenture and shall be included in the
definition of “Subordinated Debt Securities” in this Subordinated Indenture where the context requires; provided,
however, that if the original Subordinated Debt Securities are determined by the Company to be debt for U.S. federal income
tax purposes and the additional Subordinated Debt Securities are not fungible with the outstanding Subordinated Debt Securities
for U.S. federal income tax purposes, the additional Subordinated Debt Securities must have CUSIP, ISIN and/or other identifying
numbers different from those used for the outstanding Subordinated Debt Securities.
Section 3.20. Agreement
with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant
to this Third Supplemental Indenture:
(a) Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities,
by tendering or exchanging existing securities for, or otherwise 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/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; which 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in
power. Each Holder and 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
tendering or exchanging existing securities for, or otherwise purchasing or acquiring the Securities each Holder and Beneficial
Owner of the Securities:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities
shall not 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 of the Securities under Section 5.12 of the Subordinated Indenture,
and (b) neither the Subordinated Indenture nor this Third 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 this Third Supplemental Indenture.
(c) By
tendering or exchanging existing securities for, or otherwise purchasing the Securities, each Holder and Beneficial Owner that
acquires its Securities in the secondary market shall be deemed to acknowledge and 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 related to the U.K. bail-in power.
(d) By
its purchase or acquisition of the Securities, each Holder and Beneficial Owner shall also 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 and the European Union 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 of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only.
Article
4
amendments to the subordinated indenture
Section 4.01. Appointment
of Agent for Service. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 1.14 of the Subordinated Indenture is amended and restated in its entirety and shall read as
follows:
Section
1.14. Appointment of Agent for Service. The Company has designated and appointed the Chief U.S. Counsel, Lloyds Banking
Group plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036 as its authorized
agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The
City of New York, New York, arising out of or relating to the Subordinated Debt Securities, this Subordinated Indenture or this
Third Supplemental Indenture, but for that purpose only, and agrees that service of process upon such authorized agent shall be
deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the
Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Subordinated
Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company
further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any
of the Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility
with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes
of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and
waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the
laying of the venue of any such suit or proceeding.
Section 4.02. Notices
to Trustee. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including
the Securities, Section 1.05 of the Subordinated Indenture is amended and restated in its entirety to read as follows:
Section
1.05. (a) Notices, Etc. to Trustee, Company. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by the Subordinated Indenture or the Third Supplemental Indenture to
be made upon, given or furnished to, or filed with,
(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 facsimile or e-mail) to the Trustee at its Corporate Trust Office
and the Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions pursuant to the Subordinated
Indenture or the Third Supplemental 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
(ii) the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and (i) mailed, in the case of the Company, first-class postage prepaid, addressed to it at the address of its principal
office specified in the first paragraph of this Subordinated Indenture (unless another address has been previously furnished in
writing to the Trustee by the Company, in which case at the last such address) marked “Attention: Company Secretary”,
or (ii) faxed to +44 20 7158 3298/3299 marked “Attention: Company Secretary”.
(b) The
Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the
Trustee evidence of the Executive Officers. If the Company elects to give the Trustee Instructions using Electronic Means and
the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall
be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Executive
Officer have been sent by such Executive Officer. The Company shall be responsible for ensuring that only Executive Officers transmit
such Instructions to the Trustee and that the Company and all Executive Officers are solely responsible to safeguard the use and
confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means
to
submit Instructions to the Trustee, and the risk of interception and misuse by third parties; (ii) that it is fully informed of
the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be
more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures
(if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of
protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any
compromise or unauthorized use of the security procedures.
Section 4.03. Additional
Amounts. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture, including the
Securities, Section 10.04 of the Subordinated Indenture is hereby amended and replaced in its entirety as follows:
Section
10.04. Additional Amounts. Amounts to be paid on any series of Subordinated 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 the principal of, interest and any other payment on, the Subordinated
Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders
of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated 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 Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business
or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection
with the Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment
of, or in respect of, principal of, or any interest, or other payment on, any Subordinated Debt Security of the relevant series,
(ii) except
in the case of winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required)
for payment in the United Kingdom,
(iii) the
relevant Subordinated 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 Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect
of, principal of, or any interest or other payment on, the Subordinated 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
withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income,
or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives;
(vi) the
relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who
would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Debt Security to another paying
agent;
(vii) the
deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations
thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“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
(viii) any
combination of subclauses (i) through (vii) above,
nor shall Additional
Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated 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 Subordinated
Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments on, or in respect
of,
any Subordinated 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. None of 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
5
MISCELLANEOUS
Section 5.01. Effect
of Supplemental Indenture. Upon the execution and delivery of this Third Supplemental Indenture by each of the Company and
the Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Subordinated Indenture shall
be supplemented in accordance herewith, and this Third Supplemental Indenture shall form a part of the Subordinated Indenture
for all purposes in respect of the Securities or otherwise as applicable.
Section 5.02. 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 Subordinated Indenture and, in the case of the Opinion of Counsel,
stating the Indenture is a legal, binding and valid obligation enforceable in accordance with its terms. As specified in Section
9.03 of the Subordinated Indenture and subject to the provisions of Section 6.03 of the Subordinated Indenture, the Trustee shall
also be entitled to receive an Opinion of Counsel stating that that this Third Supplemental Indenture is authorized or permitted
by the Indenture, and the Third Supplemental Indenture, and the Securities whose terms are incorporated by reference herein are
each, subject to Section 1.03 of the Subordinated 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 Third 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 Third Supplemental Indenture complies with the applicable provisions of the
Subordinated Indenture.
Section 5.03. Confirmation
of Indenture. The Subordinated Indenture, as supplemented and amended by this Third Supplemental Indenture with respect to
the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Subordinated Indenture, this Third
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 Third Supplemental Indenture constitutes an integral part of the Subordinated Indenture and, where applicable, with respect
to the Securities. In the event of a conflict between the terms and conditions of the Subordinated Indenture and the terms and
conditions of this Third Supplemental Indenture, the terms and conditions of this Third Supplemental Indenture shall prevail where
applicable.
Section 5.04. Concerning
the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Third 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 Third Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Subordinated Indenture
relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section 5.05. Governing
Law. This Third Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of
the State of New York, except that (i) the authorization and execution by the Company of this Third 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 and the Trustee, as the case may be and (ii) Section 3.17 of this Third Supplemental Indenture (other
than the Trustee’s own rights, duties or immunities thereunder) and the third paragraph of Section 5.03 of the Subordinated
Indenture in relation to the waiver of any right of set-off or counterclaim with respect to the Securities or the Indenture shall
be governed by and construed in accordance with the laws of Scotland.
Section 5.06. Separability.
In case any provision contained in this Third 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 5.07. Counterparts.
This Third 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.
[Signature
Pages Follow]
IN WITNESS
WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
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LLOYDS BANKING GROUP PLC, as Issuer |
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By: | /s/ Vishal Savadia |
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| Name: Vishal Savadia |
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| Title: Head of Captial Issuance |
[Signature
Page to Third Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee |
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By: | /s/ Robert Timmons |
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| Name: Robert Timmons |
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| Title: Vice President |
[Signature
Page to Third Supplemental Indenture]
EXHIBIT
A
FORM
OF RULE 144A GLOBAL NOTE
THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING PARAGRAPH. EACH PURCHASER OF THIS NOTE OR A BENEFICIAL INTEREST
IN THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE OR A BENEFICIAL INTEREST IN THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
EACH PURCHASER AND TRANSFEREE
OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, BY ITS ACCEPTANCE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, (1) REPRESENTS THAT
IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE
BENEFIT OF THE OFFEROR THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS
AND ONLY (A) TO THE OFFEROR OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
THE SECURITIES ACT, (C) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL
BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS
IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
THIS NOTE AND ANY RELATED DOCUMENTATION
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT
ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER
OF RESTRICTED SECURITIES GENERALLY OR TO INCLUDE ANY LEGEND REQUIRED BY LAW. THE HOLDER OF THIS NOTE SHALL BE DEEMED BY THE ACCEPTANCE
OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
CUSIP No.
539439 AH2
ISIN No. US539439AH25
Common
Code: 132516499
LLOYDS BANKING
GROUP PLC
[●]%
Subordinated Debt Securities due 2025
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 $[●] ([spelled
out] million dollars) on [●], 2025 or on such earlier date as the principal hereof may become due in accordance with the
terms hereof and to pay interest thereon semi-annually in arrears on [●] and [●] of each year, commencing on [●],
2016, and ending on [●], 2025 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid
to the holder in whose name this Subordinated Note is registered on the 15th calendar day immediately preceding the relevant 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 any Subordinated Note on or before its Payment Date and such failure continues
for 14 days or (ii) the Company fails to pay all or any part of the principal of any Subordinated Note 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
or a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Interest
shall accrue on this Subordinated Note from day to day from the date of issuance hereof or from the most recent Payment Date at
the rate of [●]% per annum, until the principal amount hereof is paid or made available for payment.
Payments
of interest on this Subordinated Note 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 Subordinated Note 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 outside the United Kingdom for collection by the Holder.
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 Subordinated Note 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 Subordinated Note is registered as the owner of such Subordinated Note
for the purpose of receiving payment of principal and interest, if any, on such Subordinated Note and for all other purposes whatsoever,
whether or not such Subordinated Note 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 Subordinated Note 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 signature, this
Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The exercise
of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of
all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes,
or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Subordinated Notes 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 Maturity), but which have not been paid,
prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial owner of the Subordinated Notes further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013,
secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment
firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities
or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is
to any authority with the ability to exercise a U.K. bail-in power).
IN WITNESS
WHEREOF, the Company has caused this Subordinated Note to be duly executed.
Dated: _________________, 2015
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LLOYDS BANKING GROUP PLC |
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By: |
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Name: |
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Title: |
[Signature
Page to 2025 Rule 144A Global Note No.[1]]
CERTIFICATE
OF AUTHENTICATION
This is one
of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: ___________________, 2015
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THE BANK OF NEW YORK MELLON,
as Trustee |
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By: |
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Name: |
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Title: |
[Signature
Page to 2025 Rule 144A Global Note No.[1]]
[REVERSE
OF SECURITY]
This Subordinated
Note is one of a duly authorized issue of securities of the Company (herein called the “Subordinated Notes”) issued
and to be issued in one or more series under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated
Indenture”), between the Company, as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Subordinated Indenture), as supplemented by the Third Supplemental Indenture,
dated as of [●], 2015, between the Company and the Trustee (the “Third Supplemental Indenture, and, together with
the Subordinated 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 Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated
and delivered.
This Subordinated
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company
may, from time to time, without the consent of the Holders of the Subordinated Notes, issue additional Subordinated Notes of one
or more of the series of Subordinated Notes issued under the Subordinated Indenture, having the same ranking and the same interest
rate, Maturity, redemption terms and other terms as the Subordinated Notes, except for the price to the public, issue date, first
Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such additional Subordinated Notes
must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional Subordinated
Notes, together with the Subordinated Notes of the applicable series, may constitute a single series of Subordinated Notes under
the Subordinated Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where
the context requires.
The Subordinated
Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any
preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness of the Company.
The rights
of the Holders of the Subordinated Notes of this series are, to the extent and in the manner set forth in Section 12.01 of the
Indenture, subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Notes is issued
subject to the provisions of that Section 12.01, and the holders of this series of Subordinated Notes, by accepting the same,
agree to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph
are governed by, and shall be construed in accordance with, the laws of Scotland.
If an Event
of Default occurs with respect to Subordinated Notes of any series, then in every such case the Trustee or the Holder or Holders
of not less than 25% in aggregate principal amount of the Outstanding Subordinated Notes of this series may declare the principal
amount, together with accrued interest (if any), and Additional
Amounts (if
any), payable on such Subordinated Notes, of all the Subordinated Notes to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such amount shall become
immediately due and payable.
Except as
otherwise provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Subordinated Notes 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 Subordinated
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 Subordinated 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 Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes 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 or
a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Failure to
make any payment in respect of this Subordinated Note 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 clause 5.03(a) of the Indenture) or seven days (in the case of payments under clause 5.03(b) 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 Subordinated Debt Securities. The Holders
of Subordinated 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 Subordinated Debt Securities or
this Subordinated
Indenture (or between the obligations under or in respect of any Subordinated Debt 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 Subordinated Notes 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 Subordinated Notes or under the Subordinated 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 Subordinated Notes 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 the principal
of, interest and any other payment on, the Subordinated Notes (“Additional Amounts”) that are necessary in order that
the net amounts paid to the Holders of Subordinated Notes, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated Notes 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 Subordinated Note is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with
the Taxing Jurisdiction other than the holding or ownership of a Subordinated Note, or the collection of any payment of, or in
respect of, principal of, or any interest, or other payment on, any Subordinated Note;
(ii) except
in the case of winding-up in the United Kingdom, the relevant Subordinated Note is presented (where presentation is required)
for payment in the United Kingdom;
(iii) the
relevant Subordinated Note 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 Subordinated Note or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Note 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
withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income,
or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives;
(vi) the
Subordinated Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the Subordinated Note to another paying agent;
(vii) the
deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations
thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“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
(viii) any
combination of subclauses (i) through (vii) above,
nor shall
Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated Notes 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 the Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments on, or
in respect of, any Subordinated Notes 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. None of 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.
Subordinated
Notes may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Regulatory Capital
Requirements Regulations and except as provided in the Indenture. The Subordinated Notes may not be redeemed in whole or in part
at the option of the Holder thereof.
Subject to
the limitations specified below, the Company may, at the option of the Company, on not less than 30 nor more than 60 days’
notice, redeem the Subordinated Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount,
of the Subordinated Notes then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,
if at any time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal,
or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would
become, effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom
Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company
has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Notes;
and/or
(ii) a
Tax Law Change would:
(A) result
in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities
or materially reducing the amount of such deduction;
(B) prevent
the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes;
(C) as
a result of the Subordinated Notes being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise
be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue
of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist);
(D) result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect
of a write-down of the principal amount of the Subordinated Notes
or
the conversion of the Subordinated Notes into shares or other obligations of the Company; or
(E) result
in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,
(each such Tax Law Change, a
“Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the
Tax Event by taking measures reasonably available to it.
Prior to
the delivery of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption
have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to
it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable
by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s
Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Subject to
the conditions set out below, the Subordinated Notes are redeemable, as a whole but not in part, at the option of the Company,
on not less than 30 calendar days’ nor more than 60 calendar days’ notice, at any time, at a redemption price equal
to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of Subordinated Notes to the date
fixed for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has
occurred.
Prior to
the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i)
a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Subject to
the conditions set out below, the Company may from time to time purchase Subordinated Notes in the open market or by tender or
by private agreement, in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired
by the Company may be held, resold or at its sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated
Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).
The Subordinated
Notes may be redeemed or purchased by the Company prior to Maturity as provided in the foregoing paragraphs, subject to:
(a) the
Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or purchase
the Subordinated Notes;
(b) in
respect of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance
of the Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (a) in the case
of an optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that
the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date or (b) in the
case of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date; and
(c) if
and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase
date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher quality
on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction of
the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its minimum
capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital
Requirements.
Notwithstanding
the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the
repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the
Company shall comply with such other and/or, as appropriate, additional pre-condition(s).
If the Company
elects to redeem the Subordinated Notes, the Subordinated Notes 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 Subordinated Notes of this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated
Notes, by tendering or exchanging existing securities for, or otherwise purchasing or acquiring the Subordinated Notes, each Holder
(including each Beneficial Owner) of the Subordinated
Notes acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes into shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment
or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes,
or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power
may be exercised by means of variation of the terms of the Subordinated Notes 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial
Owner of the Subordinated Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under
the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
By tendering
or exchanging existing securities for, or otherwise purchasing or acquiring the Subordinated Notes each Holder and Beneficial
Owner of the Subordinated Notes:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated
Notes shall not give rise to a default or 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; and
(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 Subordinated Notes; 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 under Section 5.12 of the Subordinated Indenture, and (b) neither
the Subordinated Indenture nor this Third 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, the Subordinated Notes 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
Subordinated Notes), then the Trustee’s duties under the Subordinated Indenture shall remain applicable with respect to
the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental
indenture or an amendment to the Subordinated Indenture.
By tendering
or exchanging existing securities for, or otherwise purchasing the Subordinated Notes, each Holder and Beneficial Owner that acquires
its Subordinated Notes in the secondary market shall be deemed to acknowledge and 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 Subordinated Notes that acquire
the Subordinated Notes 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 Subordinated Notes related to the U.K. bail-in power.
By tendering
or exchanging existing securities for, or otherwise purchasing the Subordinated Notes, each Holder and 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 Subordinated Notes and (ii) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes
to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated
Notes 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 Subordinated Notes or payment of interest on the Subordinated Notes 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 and the European Union 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 Subordinated Notes, 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
only.
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 Subordinated Notes to be affected thereby by the Company and the Trustee with
the consent of the Holders of not less than two-thirds in principal amount of the Subordinated Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated
Notes, on behalf of the Holders of all Subordinated Notes, 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 Subordinated
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Note and of any Subordinated
Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated
Note.
No reference
herein to the Indenture and no provision of this Subordinated Note 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 Subordinated Note 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 any Subordinated Note of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Subordinated Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.
No reference
herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the right of the
Holder of this Subordinated Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if
any) and interest on, this Subordinated Note when due and payable in accordance with the provisions of this Subordinated Note
and the Indenture.
The Subordinated
Indenture, the Third Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes,
which are governed by, and construed in accordance with, the laws of Scotland.
Unless otherwise
defined herein, all terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Exhibit
B
FORM
OF REGULATION S GLOBAL NOTE
THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, PRIOR TO THE
EXPIRATION OF FORTY DAYS FROM THE LATER OF (1) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (2) THE LAST DATE OF ISSUANCE
OF THESE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON EXCEPT IN ACCORDANCE WITH THE FOLLOWING PARAGRAPH.
EACH PURCHASER
AND TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, BY ITS ACCEPTANCE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, AGREES
FOR THE BENEFIT OF THE OFFEROR THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST
HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
OTHER JURISDICTIONS AND ONLY (A) TO THE OFFEROR OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE
OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES TO
PERSONS OTHER THAN U.S. PERSONS IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER OR ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN,
BY ITS ACCEPTANCE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN, AGREES FOR THE BENEFIT OF THE OFFEROR THAT IT WILL NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.
THIS NOTE
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING
TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY OR TO INCLUDE ANY LEGEND REQUIRED BY LAW. THE HOLDER OF THIS NOTE
SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
CUSIP No.
G5533WBU0
ISIN
No. USG5533WBU02
Common
Code: 132516529
LLOYDS BANKING
GROUP PLC
[●]%
Subordinated Debt Securities due 2025
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 $[●] ([spelled
out] million dollars) on [●], 2025 or on such earlier date as the principal hereof may become due in accordance with the
terms hereof and to pay interest thereon semi-annually in arrears on [●] and [●] of each year, commencing on [●],
2016, and ending on [●], 2025 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid
to the holder in whose name this Subordinated Note is registered on the 15th calendar day immediately preceding the relevant 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 any Subordinated Note on or before its Payment Date and such failure continues
for 14 days or (ii) the Company fails to pay all or any part of the principal of any Subordinated Note 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
or a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Interest
shall accrue on this Subordinated Note from day to day from the date of issuance hereof or from the most recent Payment Date at
the rate of [●]% per annum, until the principal amount hereof is paid or made available for payment.
Payments
of interest on this Subordinated Note 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 Subordinated Note 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 outside the United Kingdom for collection by the Holder.
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 Subordinated Note 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 Subordinated Note is registered as the owner of such Subordinated Note
for the purpose of receiving payment of principal and interest, if any, on such Subordinated Note and for all other purposes whatsoever,
whether or not such Subordinated Note 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 Subordinated Note 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 signature, this
Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The exercise
of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of
all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes,
or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Subordinated Notes 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 Maturity), but which have not been paid,
prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial owner of the Subordinated Notes further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit
institution
or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other
securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority”
is to any authority with the ability to exercise a U.K. bail-in power).
IN WITNESS
WHEREOF, the Company has caused this Subordinated Note to be duly executed.
Dated: _________________, 2015
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LLOYDS BANKING GROUP PLC |
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Title: |
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[Signature
Page to 2025 Reg S Global Note No.[1]]
CERTIFICATE
OF AUTHENTICATION
This is one
of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: ________________, 2015
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THE BANK OF NEW YORK MELLON, as Trustee |
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By: |
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Authorized Signatory |
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[Signature
Page to 2025 Reg S Global Note No.[1]]
[REVERSE
OF SECURITY]
This Subordinated
Note is one of a duly authorized issue of securities of the Company (herein called the “Subordinated Notes”) issued
and to be issued in one or more series under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated
Indenture”), between the Company, as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Subordinated Indenture), as supplemented by the Third Supplemental Indenture,
dated as of [●], 2015, between the Company and the Trustee (the “Third Supplemental Indenture, and, together with
the Subordinated 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 Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated
and delivered.
This Subordinated
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company
may, from time to time, without the consent of the Holders of the Subordinated Notes, issue additional Subordinated Notes of one
or more of the series of Subordinated Notes issued under the Subordinated Indenture, having the same ranking and the same interest
rate, Maturity, redemption terms and other terms as the Subordinated Notes, except for the price to the public, issue date, first
Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such additional Subordinated Notes
must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional Subordinated
Notes, together with the Subordinated Notes of the applicable series, may constitute a single series of Subordinated Notes under
the Subordinated Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where
the context requires.
The Subordinated
Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any
preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness of the Company.
The rights
of the Holders of the Subordinated Notes of this series are, to the extent and in the manner set forth in Section 12.01 of the
Indenture, subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Notes is issued
subject to the provisions of that Section 12.01, and the holders of this series of Subordinated Notes, by accepting the same,
agree to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph
are governed by, and shall be construed in accordance with, the laws of Scotland.
If an Event
of Default occurs with respect to Subordinated Notes of any series, then in every such case the Trustee or the Holder or Holders
of not less than 25% in aggregate principal amount of the Outstanding Subordinated Notes of this series may declare the principal
amount, together with accrued interest (if any), and Additional
Amounts (if
any), payable on such Subordinated Notes, of all the Subordinated Notes to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such amount shall become
immediately due and payable.
Except as
otherwise provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Subordinated Notes 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 Subordinated
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 Subordinated 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 Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes 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 or
a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount
of any of the Outstanding Subordinated Notes to be due and payable.
Failure to
make any payment in respect of this Subordinated Note 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 clause 5.03(a) of the Indenture) or seven days (in the case of payments under clause 5.03(b) 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 Subordinated Debt Securities. The Holders
of Subordinated 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 Subordinated Debt Securities or
this Subordinated
Indenture (or between the obligations under or in respect of any Subordinated Debt 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 Subordinated Notes 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 Subordinated Notes or under the Subordinated 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 Subordinated Notes 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 the principal
of, interest and any other payment on, the Subordinated Notes (“Additional Amounts”) that are necessary in order that
the net amounts paid to the Holders of Subordinated Notes, after the deduction or withholding, shall equal the amounts which would
have been payable on the Subordinated Notes 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 Subordinated Note is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with
the Taxing Jurisdiction other than the holding or ownership of a Subordinated Note, or the collection of any payment of, or in
respect of, principal of, or any interest, or other payment on, any Subordinated Note;
(ii) except
in the case of winding-up in the United Kingdom, the relevant Subordinated Note is presented (where presentation is required)
for payment in the United Kingdom;
(iii) the
relevant Subordinated Note 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 Subordinated Note or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Note 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
withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income,
or any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced
in order to conform to, such directive or directives;
(vi) the
Subordinated Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the Subordinated Note to another paying agent;
(vii) the
deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations
thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“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
(viii) any
combination of subclauses (i) through (vii) above,
nor shall
Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Subordinated Notes 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 the Indenture there is mentioned, in any context, the payment of the principal of or any interest or other payments on, or
in respect of, any Subordinated Notes 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. None of 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.
Subordinated
Notes may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Regulatory Capital
Requirements Regulations and except as provided in the Indenture. The Subordinated Notes may not be redeemed in whole or in part
at the option of the Holder thereof.
Subject to
the limitations specified below, the Company may, at the option of the Company, on not less than 30 nor more than 60 days’
notice, redeem the Subordinated Notes, as a whole but not in part, at a redemption price equal to 100% of the principal amount,
of the Subordinated Notes then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,
if at any time:
(i) the
Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political
subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party,
or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal,
or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would
become, effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom
Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company
has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Notes;
and/or
(ii) a
Tax Law Change would:
(A) result
in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities
or materially reducing the amount of such deduction;
(B) prevent
the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes;
(C) as
a result of the Subordinated Notes being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise
be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue
of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist);
(D) result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect
of a write-down of the principal amount of the Subordinated Notes
or
the conversion of the Subordinated Notes into shares or other obligations of the Company; or
(E) result
in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,
(each such Tax Law Change, a
“Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the
Tax Event by taking measures reasonably available to it.
Prior to
the delivery of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect
that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption
have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to
it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable
by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s
Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Subject to
the conditions set out below, the Subordinated Notes are redeemable, as a whole but not in part, at the option of the Company,
on not less than 30 calendar days’ nor more than 60 calendar days’ notice, at any time, at a redemption price equal
to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of Subordinated Notes to the date
fixed for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has
occurred.
Prior to
the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i)
a Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to
accept such Officer’s Certificate without any further inquiry, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners.
Subject to
the conditions set out below, the Company may from time to time purchase Subordinated Notes in the open market or by tender or
by private agreement, in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired
by the Company may be held, resold or at its sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated
Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).
The Subordinated
Notes may be redeemed or purchased by the Company prior to Maturity as provided in the foregoing paragraphs, subject to:
(a) the
Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem or purchase
the Subordinated Notes;
(b) in
respect of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance
of the Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (a) in the case
of an optional redemption due to a Tax Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that
the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date or (b) in the
case of redemption following the occurrence of a Capital Disqualification Event, the Company having demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date; and
(c) if
and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase
date, the Company replacing the Subordinated Debt Securities with instruments qualifying as own funds of equal or higher quality
on terms that are sustainable for the income capacity of the Company; or (B) the Company demonstrating to the satisfaction of
the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase, exceed its minimum
capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital
Requirements.
Notwithstanding
the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the
repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, the
Company shall comply with such other and/or, as appropriate, additional pre-condition(s).
If the Company
elects to redeem the Subordinated Notes, the Subordinated Notes 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 Subordinated Notes of this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated
Notes, by tendering or exchanging existing securities for, or otherwise purchasing or acquiring the Subordinated Notes, each Holder
(including each Beneficial Owner) of the Subordinated
Notes acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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 Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes into shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment
or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes,
or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power
may be exercised by means of variation of the terms of the Subordinated Notes 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 Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial
Owner of the Subordinated Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under
the Subordinated Notes 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 and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of 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 and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a 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 Banking Reform Act 2013, secondary
legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
By tendering
or exchanging existing securities for, or otherwise purchasing or acquiring the Subordinated Notes each Holder and Beneficial
Owner of the Subordinated Notes:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated
Notes shall not give rise to a default or 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; and
(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 Subordinated Notes; 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 under Section 5.12 of the Subordinated Indenture, and (b) neither
the Subordinated Indenture nor this Third 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, the Subordinated Notes 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
Subordinated Notes), then the Trustee’s duties under the Subordinated Indenture shall remain applicable with respect to
the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental
indenture or an amendment to the Subordinated Indenture.
By tendering
or exchanging existing securities for, or otherwise purchasing the Subordinated Notes, each Holder and Beneficial Owner that acquires
its Subordinated Notes in the secondary market shall be deemed to acknowledge and 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 Subordinated Notes that acquire
the Subordinated Notes 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 Subordinated Notes related to the U.K. bail-in power.
By tendering
or exchanging existing securities for, or otherwise purchasing the Subordinated Notes, each Holder and 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 Subordinated Notes and (ii) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes
to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated
Notes 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 Subordinated Notes or payment of interest on the Subordinated Notes 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 and the European Union 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 Subordinated Notes, 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
only.
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 Subordinated Notes to be affected thereby by the Company and the Trustee with
the consent of the Holders of not less than two-thirds in principal amount of the Subordinated Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated
Notes, on behalf of the Holders of all Subordinated Notes, 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 Subordinated
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Note and of any Subordinated
Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated
Note.
No reference
herein to the Indenture and no provision of this Subordinated Note 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 Subordinated Note 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 any Subordinated Note of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Subordinated Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.
No reference
herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the right of the
Holder of this Subordinated Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if
any) and interest on, this Subordinated Note when due and payable in accordance with the provisions of this Subordinated Note
and the Indenture.
The Subordinated
Indenture, the Third Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes,
which are governed by, and construed in accordance with, the laws of Scotland.
Unless otherwise
defined herein, all terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Exhibit 5.1
|
Lloyds
Banking Group plc
25
Gresham Street
London
EC2V
7HN
|
CMS Cameron McKenna LLP
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
www.cms-cmck.com
|
| |
|
2 June 2016 |
| Your ref |
|
|
| Our ref - DOCS/EDN/LLO015.00032 |
|
|
Ladies and Gentlemen
Lloyds Banking Group plc (the "Company")
Shelf registration statement to be filed
with the United States Securities and Exchange Commission (the "SEC") on Form F-3 on 2 June 2016 by the Company and Lloyds
Bank plc (the "Registration Statement")
Issue and sale by the Company of senior
and subordinated debt securities under the Registration Statement
| 1. | We have acted as Scottish legal advisers to the Company in connection with the registration under
the US Securities Act of 1933, as amended (the Securities Act), of subordinated debt securities and senior debt securities
of the Company pursuant to the Registration Statement. |
| 2. | This opinion is limited to Scots law as applied by the Scottish courts and is given on the basis
that it will be governed by and construed in accordance with Scots law. In particular, we express no opinion herein with regard
to any system of law (including, for the avoidance of doubt, English law, the federal laws of the United States of America and
the laws of the State of New York) other than the laws of Scotland as currently applied by the Scottish courts. |
| 3. | For the purpose of this opinion we have examined the documents listed and, where appropriate, defined
in the Schedule to this opinion. |
| (a) | (except in the case of the Company) all relevant documents are within the capacity and powers of,
and (other than the Debt Securities) have been validly authorised by, each party; |
CMS Cameron McKenna 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 www.cms-cmck.com
CMS Cameron McKenna 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.
| (b) | each issue of Debt Securities by the Company will be validly authorised by the Company; |
| (c) | (in the case of each party) all relevant documents have been or (in the case of the Subordinated
Indenture and the Debt Securities) will be validly executed and delivered by the relevant party; |
| (d) | each of the documents which are the subject of this opinion is valid, binding and enforceable on
each party under the law to which it is expressed to be subject where that is not Scots law, and that words and phrases used in
those documents have the same meaning and effect as they would if those documents were governed by Scots law; and |
| (e) | the issue of the Debt Securities will not be affected by any financial restrictions arising from
United Nations, European Union or United Kingdom sanctions or exchange control legislation, regulations or orders. |
| 5. | References in this opinion to: |
the Debt
Securities are to the debt securities which may be issued by the Company under the Senior Indenture or the Subordinated Indenture
pursuant to the Registration Statement; and
Subordinated
Debt Securities are to Debt Securities which are issued, authenticated and delivered under the Subordinated Indenture.
| 6. | Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject
to the qualifications in paragraphs 7 and 8 below and to any matters not disclosed to us, we are of the following opinion: |
| (1) | The Company is a company incorporated in Scotland under the Companies Act 1985. |
| (2) | The Company has corporate power to enter into the Subordinated Indenture, and has taken all necessary
corporate action to authorise its execution, delivery and performance of the Subordinated Indenture. |
| (3) | The Company has corporate power to perform its obligations under the Indentures and the Debt Securities. |
| (4) | Save for the authorisation of each issue of Debt Securities required in accordance with the Minutes,
the Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Debt Securities. |
| (5) | The subordination provisions contained in the Subordinated Debt Securities and Section 12.01 of
the Subordinated Indenture, insofar as they relate to the Company and are expressed to be governed by the laws of Scotland, will
constitute legal, valid, binding and enforceable obligations of the Company. |
| 7. | The term “enforceable” as used above means that the obligations assumed by the relevant
party under the relevant document are of a type which the Scottish courts enforce. It does not mean that those obligations will
necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (1) | enforcement may be limited by (a) bankruptcy, insolvency and liquidation, (b) reorganisation,
(c) laws of general application relating to or affecting the rights of creditors, and (d) general principles of equity; |
| (2) | an order of specific implement will not normally be made in respect of any obligation to pay money,
and interdict and specific implement are discretionary remedies; and |
| (3) | rights may become extinguished by prescription, and claims may be time-barred by limitation or
may be or become subject to retention, set-off or compensation. |
| 8. | This opinion is subject to the following: |
| (1) | It should be understood that we have not been responsible for investigating or verifying the accuracy
of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration
Statement, or that no material facts have been omitted from it. |
| (2) | A certificate, determination, notification, minute or opinion might be held by the Scottish courts
not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite
any provision in any document to the contrary. |
| (3) | A Scottish court may, or may be required to, stay proceedings or decline jurisdiction in certain
circumstances - for example, if proceedings are brought elsewhere. |
| (4) | The effectiveness of provisions relating to the choice of law to govern non-contractual obligations
will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable
to non-contractual obligations (the Rome II Regulation). The effectiveness of such provisions in situations where the Rome II Regulation
does not apply is uncertain. |
| (5) | Effect may be given to the overriding mandatory provisions of the law of the country where the
obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| (6) | A Scottish court may refuse to give effect to any provision of an agreement which amounts to an
indemnity in respect of the costs of unsuccessful litigation brought before a Scottish court or where the court has itself made
an order for costs. |
| (7) | The Scottish courts are prepared to give judgments in foreign currency if that was the proper currency
of the contract. The judgment may, however, require to be converted into Sterling for enforcement purposes. Foreign currency amounts
claimed in a Scottish liquidation (including distributions of income or capital due to or claimed by holders of Debt Securities)
must be converted into Sterling at the exchange rate prevailing at the date of commencement of the liquidation. |
| (8) | We express no opinion upon United Kingdom taxation matters (including stamp duty and stamp duty
reserve tax), the Financial Services and Markets Act 2000 and regulations thereunder, and banking regulation and supervision. |
| (9) | This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation,
instruments and orders made, or which may be made, under it. |
| 9. | This opinion is given on the basis that there will be no amendment to, or termination or replacement
of, the documents, authorisations and opinions referred to in the Schedule to this opinion and on the basis of Scots law in force
as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee
of this opinion of any change in Scots law after the date of this opinion. |
| 10. | We hereby consent (i) to the use of our name in the prospectus forming a part of the Registration
Statement in the forms and contexts in which it appears, (ii) to the filing of this opinion as an exhibit to the Registration
Statement, and (iii) to the incorporation of this opinion and consent in a registration statement filed pursuant to Rule 462(b)
of the Securities Act. |
Yours faithfully
/s/ Donald Cumming
Partner, for and on behalf of CMS Cameron
McKenna LLP
SCHEDULE
| 1. | A certified copy of the Articles of Association of the Company. |
| 2. | Copy extract of the minutes of a meeting of the Board of Directors of the Company held on 29 November
2012. |
| 3. | Copy extract of the minutes of a meeting of the Board of Directors of the Company held on 26 November
2015 (the Minutes). |
| 4. | Copies in PDF form of powers of attorney by the Company dated 18 December 2012 and 7 January 2016. |
| 5. | The Registration Statement, including the form of prospectus relating to offers and sales of Debt
Securities. |
| 6. | Senior Debt Securities Indenture (the Senior Indenture) between the Company and The
Bank of New York Mellon (the Trustee) dated as of 6 July 2010. |
| 7. | Subordinated Debt Securities Indenture (the Subordinated Indenture and, together
with the Senior Indenture, the Indentures) between the Company and the Trustee dated as of 4 November 2014. |
| 8. | A copy of the opinion dated 2 June 2016 of Davis Polk & Wardwell London LLP, US Counsel to
the Company. |
Exhibit 5.2
|
Lloyds
Banking Group plc
25
Gresham Street
London
EC2V
7HN
|
CMS Cameron McKenna LLP
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
www.cms-cmck.com
|
| |
|
2 June 2016 |
| Your ref |
|
|
| Our ref - DOCS/EDN/LLO015.00032 |
|
|
Ladies and Gentlemen
Lloyds Banking Group plc (the "Company")
Shelf registration statement to be filed
with the United States Securities and Exchange Commission (the "SEC") on Form F-3 on 2 June 2016 by the Company and Lloyds
Bank plc (the "Registration Statement")
Issue and sale by the Company of capital
securities under the Registration Statement
| 1. | We have acted as Scottish legal advisers to the Company in connection with the registration under
the US Securities Act of 1933, as amended (the Securities Act), of capital securities of the Company pursuant to the Registration
Statement. |
| 2. | This opinion is limited to Scots law as applied by the Scottish courts and is given on the basis
that it will be governed by and construed in accordance with Scots law. In particular, we express no opinion herein with regard
to any system of law (including, for the avoidance of doubt, English law, the federal laws of the United States of America and
the laws of the State of New York) other than the laws of Scotland as currently applied by the Scottish courts. |
| 3. | For the purpose of this opinion we have examined the documents listed and, where appropriate, defined
in the Schedule to this opinion. |
| (a) | (except in the case of the Company) all relevant documents are within the capacity and powers of,
and (other than the Capital Securities) have been validly authorised by, each party; |
CMS Cameron McKenna 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 www.cms-cmck.com
CMS Cameron McKenna 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.
| (b) | each issue of Capital Securities by the Company will be validly authorised by the Company; |
| (c) | (in the case of each party) all relevant documents have been or (in the case of the Capital Securities)
will be validly executed and delivered by the relevant party; |
| (d) | each of the documents which are the subject of this opinion is valid, binding and enforceable on
each party under the law to which it is expressed to be subject where that is not Scots law, and that words and phrases used in
those documents have the same meaning and effect as they would if those documents were governed by Scots law; and |
| (e) | the issue of the Capital Securities will not be affected by any financial restrictions arising
from United Nations, European Union or United Kingdom sanctions or exchange control legislation, regulations or orders. |
| 5. | References in this opinion to the Capital Securities are to the capital securities which
may be issued by the Company under the Capital Securities Indenture pursuant to the Registration Statement. |
| 6. | Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject
to the qualifications in paragraphs 7 and 8 below and to any matters not disclosed to us, we are of the following opinion: |
| (1) | The Company is a company incorporated in Scotland under the Companies Act 1985. |
| (2) | The Company has corporate power to perform its obligations under the Capital Securities Indenture
and the Capital Securities. |
| (3) | Save for the authorisation of each issue of Capital Securities required in accordance with the
Minutes, the Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Capital
Securities. |
| (4) | The subordination provisions contained in the Capital Securities and Section 12.01 of the Capital
Securities Indenture, insofar as they relate to the Company and are expressed to be governed by the laws of Scotland, will constitute
legal, valid, binding and enforceable obligations of the Company. |
| 7. | The term “enforceable” as used above means that the obligations assumed by the relevant
party under the relevant document are of a type which the Scottish courts enforce. It does not mean that those obligations will
necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (1) | enforcement may be limited by (a) bankruptcy, insolvency and liquidation, (b) reorganisation,
(c) laws of general application relating to or affecting the rights of creditors, and (d) general principles of equity; |
| (2) | an order of specific implement will not normally be made in respect of any obligation to pay money,
and interdict and specific implement are discretionary remedies; and |
| (3) | rights may become extinguished by prescription, and claims may be time-barred by limitation or
may be or become subject to retention, set-off or compensation. |
| 8. | This opinion is subject to the following: |
| (1) | It should be understood that we have not been responsible for investigating or verifying the accuracy
of the facts, including statements of foreign law, or the reasonableness of any |
statements
of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.
| (2) | A certificate, determination, notification, minute or opinion might be held by the Scottish courts
not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite
any provision in any document to the contrary. |
| (3) | A Scottish court may, or may be required to, stay proceedings or decline jurisdiction in certain
circumstances - for example, if proceedings are brought elsewhere. |
| (4) | The effectiveness of provisions relating to the choice of law to govern non-contractual obligations
will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable
to non-contractual obligations (the Rome II Regulation). The effectiveness of such provisions in situations where the Rome II Regulation
does not apply is uncertain. |
| (5) | Effect may be given to the overriding mandatory provisions of the law of the country where the
obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| (6) | A Scottish court may refuse to give effect to any provision of an agreement which amounts to an
indemnity in respect of the costs of unsuccessful litigation brought before a Scottish court or where the court has itself made
an order for costs. |
| (7) | The Scottish courts are prepared to give judgments in foreign currency if that was the proper currency
of the contract. The judgment may, however, require to be converted into Sterling for enforcement purposes. Foreign currency amounts
claimed in a Scottish liquidation (including distributions of income or capital due to or claimed by holders of Debt Securities)
must be converted into Sterling at the exchange rate prevailing at the date of commencement of the liquidation. |
| (8) | We express no opinion upon United Kingdom taxation matters (including stamp duty and stamp duty
reserve tax), the Financial Services and Markets Act 2000 and regulations thereunder, and banking regulation and supervision. |
| (9) | This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation,
instruments and orders made, or which may be made, under it. |
| 9. | This opinion is given on the basis that there will be no amendment to, or termination or replacement
of, the documents, authorisations and opinions referred to in the Schedule to this opinion and on the basis of Scots law in force
as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee
of this opinion of any change in Scots law after the date of this opinion. |
| 10. | We hereby consent (i) to the use of our name in the prospectus forming a part of the Registration
Statement in the forms and contexts in which it appears, (ii) to the filing of this opinion as an exhibit to the Registration
Statement, and (iii) to the incorporation of this opinion and consent in a registration statement filed pursuant to Rule 462(b)
of the Securities Act. |
Yours faithfully
/s/ Donald Cumming
Partner, for and on behalf of CMS Cameron
McKenna LLP
SCHEDULE
| 1. | A certified copy of the Articles of Association of the Company. |
| 2. | Copy extract of the minutes of a meeting of the Board of Directors of the Company held on 27 February
2014 and copy minutes of a meeting of a committee of the Board of Directors of the Company held on 5 March 2014. |
| 3. | Copy extract of the minutes of a meeting of the Board of Directors of the Company held on 26 November
2015 (the Minutes). |
| 4. | Copies in PDF form of powers of attorney by the Company dated 18 December 2012 and 7 January 2016. |
| 5. | The Registration Statement, including the form of prospectus relating to offers and sales of Debt
Securities. |
| 6. | Capital Securities Indenture (the Capital Securities Indenture) between the Company
and The Bank of New York Mellon (the Trustee) dated as of 6 March 2014. |
| 7. | A copy of the opinion dated 2 June 2016 of Davis Polk & Wardwell London LLP, US Counsel to
the Company. |
Exhibit 5.3
|
Lloyds
Banking Group plc
25
Gresham Street
London
EC2V
7HN
|
CMS Cameron McKenna LLP
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
www.cms-cmck.com
|
| |
|
2 June 2016 |
| Your ref |
|
|
| Our ref - DOCS/EDN/LLO015.00032 |
|
|
Ladies and Gentlemen
We have acted as Solicitors in Scotland
for Lloyds Banking Group plc (the Company) in connection with the registration under the US Securities Act of 1933, as amended
(the Securities Act), of:
| 1. | Non-cumulative Dollar Preference Shares of $0.25 each (the Dollar Preference Shares) of
the Company; and |
| 2. | Ordinary Shares of the Company (the Ordinary Shares), |
pursuant
to a registration statement on Form F-3 (the Registration Statement) to be filed by the Company and Lloyds Bank plc under
the Securities Act with the Securities and Exchange Commission on 2 June 2016.
The Registration Statement specifies that
the Ordinary Shares are being registered in connection with issuances from time to time of Ordinary Shares which are either independent
or made following the mandatory conversion of capital securities issued by the Company under the Registration Statement (or under
registration statements previously filed with the the Securities and Exchange Commission which have expired).
We have examined the Registration Statement,
the prospectus included therein, and resolutions passed by (i) the shareholders of the Company in general meeting on 12 May
2016, and (ii) the Board of Directors of the Company on 26 November 2015. In addition, we have examined such other documents
and have made such further examinations and enquiries as we have deemed necessary to enable us to express the opinions set forth
herein.
CMS Cameron McKenna 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 www.cms-cmck.com
CMS Cameron McKenna 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.
Based upon the foregoing, we are of the
opinion that so far as the law of Scotland at the date hereof is concerned:
| (a) | the Company is duly incorporated and not in liquidation under the laws of Scotland; |
| (b) | the Dollar Preference Shares, when issued by the Company, will, upon the passing of all necessary
resolutions and the taking of all necessary corporate action in connection therewith (including the creation (if necessary) of
new Dollar Preference Shares by the Company in general meeting, the authorisation (if necessary) of the allotment of the Dollar
Preference Shares by the Company in general meeting. and the determining of the terms of issue of the Dollar Preference Shares
in accordance with the Articles of Association of the Company), and assuming the issue price of the shares is not less than the
nominal value thereof and is fully paid on issue, be duly authorised and validly issued and fully paid and will not be subject
to further call or contribution under the laws of Scotland; and |
| (c) | the Ordinary Shares, when issued by the Company, will, upon the passing of all necessary resolutions
and the taking of all necessary corporate action in connection therewith (including the creation (if necessary) of new Ordinary
Shares by the Company in general meeting, and the authorisation (if necessary) of the allotment of Ordinary Shares, or the grant
of rights to subscribe for or convert any other security into Ordinary Shares, by the Company in general meeting), and assuming
the issue price or conversion price of the shares is not less than the nominal value thereof and is fully paid, or credited as
fully paid, on issue, be duly authorised and validly issued and fully paid and will not be subject to further call or contribution
under the laws of Scotland. |
We hereby consent (i) to the use of
our name in the prospectus forming a part of the Registration Statement in the forms and contexts in which it appears, (ii) to
the filing of this opinion as an exhibit to the Registration Statement, and (iii) to the incorporation of this opinion and
consent in a registration statement filed pursuant to Rule 462(b) of the Securities Act.
Yours
faithfully
/s/ Donald
Cumming
Partner, for and on behalf of CMS Cameron
McKenna LLP
Exhibit 5.4
|
Lloyds
Banking Group plc
25
Gresham Street
London
EC2V
7HN
|
CMS Cameron McKenna LLP
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
www.cms-cmck.com
|
| |
|
2 June 2016 |
| Your ref |
|
|
| Our ref - DOCS/EDN/LLO015.00032 |
|
|
Ladies and Gentlemen
Lloyds Banking Group plc (the "Company")
Shelf registration statement to be filed
on Form F-3 with the United States Securities and Exchange Commission (“SEC”) on 2 June 2016 by the Company and Lloyds
Bank plc (the "Registration Statement")
Guarantee by the Company of senior and
subordinated debt securities issued and sold by Lloyds Bank plc under the Registration Statement
| 1. | We have acted as Scottish legal advisers to the Company in connection with the registration under
the US Securities Act of 1933, as amended (the Securities Act), of subordinated debt securities and senior debt securities
of Lloyds Bank plc (the Issuer) pursuant to the Registration Statement. Each series of Debt Securities issued by the Issuer
will have the benefit of an unconditional guarantee by the Company (each a Guarantee, and together the Guarantees). |
| 2. | This opinion is limited to Scots law as applied by the Scottish courts and is given on the basis
that it will be governed by and construed in accordance with Scots law. In particular, we express no opinion herein with regard
to any system of law (including, for the avoidance of doubt, English law, the federal laws of the United States of America and
the laws of the State of New York) other than the laws of Scotland as currently applied by the Scottish courts. |
| 3. | For the purpose of this opinion we have examined the documents listed and, where appropriate, defined
in the Schedule to this opinion. |
CMS Cameron McKenna 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 www.cms-cmck.com
CMS Cameron McKenna 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.
| (a) | (except in the case of the Company) all relevant documents are within the capacity and powers of,
and (other than the Guarantees) have been validly authorised by, each party; |
| (b) | each issue of a Guarantee by the Company will be validly authorised by the Company; |
| (c) | (in the case of each party) all relevant documents have been or (in the case of the Subordinated
Indenture, the Debt Securities and the Guarantees) will be validly executed and delivered by the relevant party; |
| (d) | each of the documents which are the subject of this opinion is valid, binding and enforceable on
each party under the law to which it is expressed to be subject where that is not Scots law, and that words and phrases used in
those documents have the same meaning and effect as they would if those documents were governed by Scots law; and |
| (e) | the issue of the Debt Securities or the Guarantees will not be affected by any financial restrictions
arising from United Nations, European Union or United Kingdom sanctions or exchange control legislation, regulations or orders. |
| 5. | References in this opinion to: |
the Debt
Securities are to the debt securities which may be issued by the Issuer under the Senior Indenture or the Subordinated Indenture
pursuant to the Registration Statement;
Subordinated
Debt Securities are to Debt Securities which are issued, authenticated and delivered under the Subordinated Indenture; and
Subordinated
Guarantees are to the Guarantees of Subordinated Debt Securities which are executed by the Company and endorsed on the Subordinated
Debt Securities in accordance with the provisions of the Subordinated Indenture.
| 6. | Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject
to the qualifications in paragraphs 7 and 8 below and to any matters not disclosed to us, we are of the following opinion: |
| (1) | The Company is a company incorporated in Scotland under the Companies Act 1985. |
| (2) | The Company has corporate power to enter into the Subordinated Indenture, and has taken all necessary
corporate action to authorise its execution, delivery and performance of the Subordinated Indenture. |
| (3) | The Company has corporate power to perform its obligations under the Indentures and the Guarantees. |
| (4) | Save for the authorisation of each issue of a Guarantee required in accordance with the Minutes,
the Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Guarantees. |
| (5) | The subordination provisions contained in the Subordinated Guarantees and Section 13.01 of the
Subordinated Indenture, insofar as they relate to the Company and are expressed to be governed by the laws of Scotland, will constitute
legal, valid, binding and enforceable obligations of the Company. |
| 7. | The term “enforceable” as used above means that the obligations assumed by the relevant
party under the relevant document are of a type which the Scottish courts enforce. It does not mean |
that those obligations will necessarily
be enforced in all circumstances in accordance with their terms. In particular:
| (1) | enforcement may be limited by (a) bankruptcy, insolvency and liquidation, (b) reorganisation,
(c) laws of general application relating to or affecting the rights of creditors, and (d) general principles of equity; |
| (2) | an order of specific implement will not normally be made in respect of any obligation to pay money,
and interdict and specific implement are discretionary remedies; and |
| (3) | rights may become extinguished by prescription, and claims may be time-barred by limitation or
may be or become subject to retention, set-off or compensation. |
| 8. | This opinion is subject to the following: |
| (1) | It should be understood that we have not been responsible for investigating or verifying the accuracy
of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration
Statement, or that no material facts have been omitted from it. |
| (2) | A certificate, determination, notification, minute or opinion might be held by the Scottish courts
not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite
any provision in any document to the contrary. |
| (3) | A Scottish court may, or may be required to, stay proceedings or decline jurisdiction in certain
circumstances - for example, if proceedings are brought elsewhere. |
| (4) | The effectiveness of provisions relating to the choice of law to govern non-contractual obligations
will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable
to non-contractual obligations (the Rome II Regulation). The effectiveness of such provisions in situations where the Rome II Regulation
does not apply is uncertain. |
| (5) | Effect may be given to the overriding mandatory provisions of the law of the country where the
obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| (6) | A Scottish court may refuse to give effect to any provision of an agreement which amounts to an
indemnity in respect of the costs of unsuccessful litigation brought before a Scottish court or where the court has itself made
an order for costs. |
| (7) | The Scottish courts are prepared to give judgments in foreign currency if that was the proper currency
of the contract. The judgment may, however, require to be converted into Sterling for enforcement purposes. Foreign currency amounts
claimed in a Scottish liquidation (including distributions of income or capital due to or claimed by holders of Debt Securities)
must be converted into Sterling at the exchange rate prevailing at the date of commencement of the liquidation. |
| (8) | We express no opinion upon United Kingdom taxation matters (including stamp duty and stamp duty
reserve tax), the Financial Services and Markets Act 2000 and regulations thereunder, and banking regulation and supervision. |
| (9) | This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation,
instruments and orders made, or which may be made, under it. |
| 9. | This opinion is given on the basis that there will be no amendment to, or termination or replacement
of, the documents, authorisations and opinions referred to in the Schedule to this opinion and on the basis of Scots law in force
as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee
of this opinion of any change in Scots law after the date of this opinion. |
| 10. | We hereby consent (i) to the use of our name in the prospectus forming a part of the Registration
Statement in the forms and contexts in which it appears, (ii) to the filing of this opinion as an exhibit to the Registration
Statement, and (iii) to the incorporation of this opinion and consent in a registration statement filed pursuant to Rule 462(b)
of the Securities Act. |
Yours faithfully
/s/ Donald Cummings
Partner, for and on behalf of CMS Cameron
McKenna LLP
SCHEDULE
| 1. | A certified copy of the Articles of Association of the Company. |
| 2. | Certified extract from the minutes of a meeting of the Board of Directors of the Company held on
17 December 2010. |
| 3. | Certified extract from the minutes of a meeting of the
Board of Directors of the Company held on 26 November 2015 (the Minutes). |
| 4. | Copies in PDF form of powers of attorney by the Company dated 4 January 2011 and 7 January 2016. |
| 5. | The Registration Statement, including the form of prospectus relating to offers and sales of Debt
Securities. |
| 6. | Senior Debt Securities Indenture (the Senior Indenture) between the Issuer, the Company
and The Bank of New York Mellon (the Trustee) dated as of 21 January 2011. |
| 7. | Form of Subordinated Debt Securities Indenture (the Subordinated Indenture and, together
with the Senior Indenture, the Indentures) to be executed by the Company, the Issuer and the Trustee and filed with the
SEC as Exhibit 4.13 to the Registration Statement and previously filed with the SEC on 22 December 2010. |
| 8. | Copies of the opinions dated 2 June 2016 of Davis Polk & Wardwell London LLP, US Counsel to
the Issuer and the Company, and Linklaters LLP, English Counsel to the Issuer and the Company. |
Exhibit 5.5
|
Lloyds
Banking Group plc
25
Gresham Street
London
EC2V
7HN
|
CMS Cameron McKenna LLP
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
www.cms-cmck.com
|
| |
|
2 June 2016 |
| Your ref |
|
|
Our ref - DOCS/EDN/LLO015.00032
|
|
|
| |
|
|
| |
|
|
Dear Sirs
We have been asked by Lloyds Banking Group
plc (the Guarantor) to deliver opinions of Scottish counsel in connection with the issuance by Lloyds Bank plc (the Issuer),
on or after the date hereof, of notes under its Series A medium-term note programme (such notes as may be issued from time to time,
the Notes).
The Notes are issued with the full and
unconditional guarantee of the Guarantor (the Guarantees, and together with the Notes, the Securities), and are covered
by the Registration Statement which the Guarantor and the Issuer are filing on Form F-3 with the Securities and Exchange Commission
on or about the date hereof.
The Notes are to be issued pursuant to
a Senior Debt Securities Indenture dated as of 21 January 2011 (the Senior Indenture) between the Issuer, the Guarantor
and The Bank of New York Mellon, acting through its London branch, as trustee (the Trustee), as supplemented by the first
supplemental indenture dated as of 6 June 2011, the third supplemental indenture dated as of 5 September 2014, the fourth supplemental
indenture dated as of 29 September 2014, the fourth supplemental indenture dated as of 17 March 2015, the fifth supplemental indenture
dated as of 14 May 2015, the sixth supplemental indenture dated as of 17 August 2015, the seventh supplemental indenture dated
as of 22 January 2016 and the eighth supplemental indenture dated as of 2 June 2016 each among the Issuer, the Guarantor and the
Trustee (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 (collectively, the Documentation),
including an Officer's Certificate dated 2 June 2016 in respect of the Guarantor (the Officer's Certificate), and the powers
of attorney, dated 4 January 2011, 17 December 2013 and 7 January 2016
CMS Cameron McKenna 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 www.cms-cmck.com
CMS Cameron McKenna 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.
(the Powers of Attorney), which
set forth the persons authorised to sign, execute, grant, and deliver various instruments, including the Securities, on behalf
of the Guarantor. We have relied on the Documentation in respect of the accuracy of the matters stated therein, which we have not
independently established. We also conducted a search against the statutory records of the Guarantor in its electronic file maintained
at Companies House in Edinburgh on the date hereof, and we have assumed that file is up-to-date in all respects.
On the basis of the foregoing, and the
assumptions state below, and subject to any matters not disclosed to us, we hereby advise you that, in our opinion:
| 1. | as at the date hereof, the Guarantor is duly incorporated and validly existing under the laws of
Scotland; and |
| 2. | the Guarantor has corporate power to enter into and to perform its obligations under the Guarantees
and, provided that (i) each Guarantee is authorised and executed as provided in the extract minutes attached to the Officer's
Certificate, the Powers of Attorney and the articles of association of the Guarantor, and (ii) the Notes are executed and
authenticated, and the Guarantee endorsed thereon, in accordance with the provisions of the Indenture, the Guarantor will have
duly authorised, executed and delivered the Guarantees. |
In giving the foregoing opinion in 2 above,
we have assumed that, at the time of the issuance of a tranche of Securities, (a) the Powers of Attorney and the Indentures
continue to be in effect and have not been amended, added to, varied or (in the case of the Powers of Attorney) revoked; (b) the
certifications and assertions made in the Officer's Certificate remain true, accurate and not misleading or out-of-date, and (c) there
has been no change in Scots law subsequent to the date of this opinion that would affect the authorisation of the Securities.
Our opinions above are limited to the laws
of Scotland as applied by the Scottish courts and in effect on the date of this opinion, and 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 England, the laws of the State of New York and the laws of the United States of America.
This opinion is subject to the provisions
of the Banking Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under it.
This opinion is addressed to you for your
benefit, and is not to be relied upon by any other person without our express consent, except that it may be relied upon by initial
purchasers of Notes issued during a period of four months commencing on the date of this opinion, and by Davis Polk & Wardwell
London LLP (Davis Polk) for the purposes of its opinions delivered during that period of four months with respect to certain
matters of the laws of the State of New York and United States federal law pertaining to the Securities.
This opinion is rendered solely in connection
with future issuances of Securities, and may not be relied upon for any other purpose without our prior written consent.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement referred to above and to the reference to our name under the caption "Legal
Opinions" in the prospectus which is a part of the Registration Statement. We further consent to the reference to our name
in (i) any pricing supplement, or (ii) any report on Form 6-K pursuant to which an opinion delivered by Davis Polk is
filed by the Guarantor, in either case relating to an issue of Securities that has been reviewed by Davis Polk, as United States
counsel to the Issuer and the Guarantor, and with respect to which Davis Polk has given its consent in writing to be named therein,
provided always that such issue of Securities is made within the abovementioned period of four months, and that any such reference
to us is substantially in the form set out in the opinion of Davis Polk to the Issuer and the Guarantor dated 2 June 2016 and to
be filed by the Guarantor as an exhibit to the Registration Statement. 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. Save as aforementioned,
our opinion is not to be transmitted by you to any other person, nor quoted or referred to in any public document or filed with
anyone without our express consent.
Yours faithfully
/s/ Donald Cumming
Partner, for and on behalf of CMS Cameron
McKenna LLP
Exhibit 5.6
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456
2000
Facsimile (+44) 20 7456
2222
DX Box Number 10 CDE |
| To: |
Lloyds Bank plc |
| |
25 Gresham Street |
| |
London |
| |
EC2V 7HN |
2 June 2016
Dear Sirs
Update of the Lloyds Banking Group
plc shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on 2 June 2016
(the “Programme”)
| 1 | We have acted as English legal advisers to Lloyds
Bank plc (the “Bank”) in connection with the
update in June 2016 of the Programme and have taken instructions solely from the Bank. |
| 2 | This opinion is limited to English law as applied
by the English courts and in effect on the date of this opinion. It is given on the basis that it will be governed by and construed
in accordance with English law. In particular, we express no opinion herein with regard to any system of law (including, for the
avoidance of doubt, Scots law, the federal laws of the United States of America and the laws of the State of New York) other than
the laws of England as currently applied by the English courts. |
| 3 | For the purpose of this opinion we have examined
the documents listed and, where appropriate, defined in the Schedule to this opinion. |
| 4.1 | (except in the case of the Bank) all relevant documents are within the capacity and powers of,
and (other than the Debt Securities) have been validly authorised by, each party; |
| 4.2 | each issue of Debt Securities by the Bank will be validly authorised by the Bank; |
| 4.3 | (in the case of each party) all relevant documents have been or (in the case of the Debt Securities
and the Subordinated Indenture) will be validly executed and delivered by the relevant party; |
| 4.4 | each of the documents which are the subject of this opinion is valid and binding on each party
under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents
have the same meaning and effect as they would if those documents were governed by English law; and |
| 4.5 | no application will be made to the Financial Conduct Authority in its capacity as competent authority
under Part VI of the Financial Services and Markets Act 2000 (the “FSMA”) for the Debt |
This
communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters
LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated
by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters
LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications.
A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners
and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com
and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please
refer to www.linklaters.com/regulation for important information on our regulatory position.
Securities
to be admitted to the Official List of the UK Listing Authority or to the London Stock Exchange plc for the Debt Securities to
be admitted to any of its markets for listed securities and no public offer is made by the Bank (or any person acting on its behalf)
in the United Kingdom, other than in the circumstances set out in Section 86 of the FSMA.
| 5 | References in this opinion to: |
| 5.1 | the “Programme Documents” are to the Registration Statement, the Senior Indenture
and the Subordinated Indenture (together with the Senior Indenture, the “Indentures”); |
| 5.2 | the “Debt Securities” are to the Debt Securities which may be issued under the
Programme; and |
| 5.3 | a “public offer” are to an offer of transferable securities to the public as
defined in Section 102B of the FSMA. |
| 6 | Based on the documents referred to, and assumptions
made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 8 below and to any matters not disclosed to us,
we are of the following opinion: |
| 6.1 | The Bank is a company incorporated in England under the United Kingdom Companies Acts. |
| 6.2 | The Bank has corporate power to enter into and to perform its obligations under the Programme Documents
and the Debt Securities and has taken all necessary corporate action to authorise its execution, delivery and performance of the
Programme Documents. |
| 6.3 | Save for the authorisation of each issue of Debt Securities required in accordance with the Minutes,
the Bank has taken all necessary corporate action to authorise its execution, delivery and performance of the Debt Securities. |
| 6.4 | The subordination provisions contained in the Subordinated Debt Securities and Sections 2.01 and
12.01 of the Subordinated Indenture, insofar as they relate to the Bank would constitute legal, valid, binding and enforceable
obligations of the Bank. |
| 7 | The term “enforceable”
as used above means that the obligations assumed by the relevant party under the relevant document are of a type which the English
courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their
terms. In particular: |
| 7.1 | Enforcement may be limited by (a) bankruptcy, insolvency and liquidation laws, (b) laws relating
to reorganisation and (c) laws of general application relating to or affecting the rights of creditors. |
| 7.2 | Enforcement may be limited by general principles of equity - for example, equitable remedies may
not be available where damages are considered to be an adequate remedy. |
| 7.3 | Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or
counterclaim. |
| 7.4 | If the performance of the payment obligations of the Bank under any Debt Securities (or under the
Indentures in respect of such Debt Securities) is contrary to the exchange control regulations of any country in whose currency
such amounts are payable, those obligations may be unenforceable in England by reason of Section 2(b) of Article VIII of the International
Monetary Fund Agreement and the Bretton Woods Agreements Order in Council 1946. |
| 8 | This opinion is subject to the following: |
| 8.1 | It should be understood that we have not been responsible for investigating or verifying the accuracy
of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration
Statement, or that no material facts have been omitted from it. |
| 8.2 | We express no opinion as to compliance or otherwise with the limitation on the maximum aggregate
nominal amount of the Debt Securities which may be issued under the Programme. |
| 8.3 | To the extent it relates to United Kingdom stamp duties any undertaking or indemnity given by the
Bank may be void under Section 117 of the Stamp Act 1891. |
| 8.4 | A certificate, determination, notification, minute or opinion might be held by the English courts
not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite
any provision in any document to the contrary. |
| 8.5 | An English court may, or may be required to, stay proceedings or decline jurisdiction in certain
circumstances - for example, if proceedings are brought elsewhere. |
| 8.6 | The effectiveness of provisions relating to the choice of law to govern non-contractual obligations
will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable
to non-contractual obligations (the “Rome II Regulation”). The effectiveness of such provisions in situations
where the Rome II Regulation does not apply is uncertain |
| 8.7 | Effect may be given to the overriding mandatory provisions of the law of the country where the
obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| 8.8 | An English court may refuse to give effect to any provision of an agreement which amounts to an
indemnity in respect of the costs of unsuccessful litigation brought before an English court or where the court has itself made
an order for costs. |
| 8.9 | This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation,
instruments and orders made, or which may be made, under it. |
| 9 | This opinion is given on the basis that there
will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the
Schedule to this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of
this opinion of any change in English law after the date of this opinion. |
| 10 | This opinion is addressed to you solely for
your benefit in connection with the update of the Programme. It is not to be transmitted to anyone else nor is it to be relied
upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express
consent. |
| 11 | We hereby consent to the filing of this opinion
as an exhibit to, and the reference to us made under the headings “Legal Opinions” and “Enforcement of Civil
Liabilities” in the Registration Statement. In giving this consent we do not admit that we are within the category of persons
whose consent is required within section 7 of the United States Securities Act of 1933 or the rules and regulations of SEC thereunder. |
Yours faithfully
/s/ Linklaters LLP
Linklaters LLP
SCHEDULE
| 1 | A certified copy of the Articles of Association of the Bank. |
| 2 | Extracts of the minutes of meetings of the Board of Directors of the Bank held on 17 December 2010,
29 November 2012 and 26 November 2015 (the “Minutes”). |
| 3 | Sealing memo dated 4 January 2011 containing the power of attorney for the Issuer in respect of
the Programme. |
| 4 | Powers of attorney for the Bank in respect of the Programme dated 18 December 2012 and 7 January
2016. |
| 5 | Registration Statement dated 2 June 2016 including the form of prospectus relating to the Programme
(the “Registration Statement”). |
| 6 | Senior Debt Securities Indenture filed with SEC on 7 June 2013 as an exhibit to the Registration
Statement (the “Senior Indenture”) between
Lloyds Banking Group plc (the “Company”), the Bank and The Bank of New York Mellon (the “Trustee”)
relating to the Programme. |
| 7 | Form of Subordinated Debt Securities Indenture filed with SEC on 7 June 2013 as an exhibit to the
Registration Statement (the “Subordinated Indenture”) between the Company, the Bank and the Trustee relating
to the Programme. |
Exhibit 5.7
| Linklaters LLP |
| One Silk Street |
| London EC2Y 8HQ |
| Telephone (+44) 20 7456 2000 |
| Facsimile (+44) 20 7456 2222 |
| DX Box Number 10 CDE |
| To: |
Lloyds Bank plc |
| |
25 Gresham Street |
| |
London |
| |
EC2V 7HN |
Dear Sirs
Lloyds Bank plc (the “Issuer”)
Medium Term Notes, Series A (the “Notes”) to be issued pursuant to the registration statement filed with the U.S. Securities
and Exchange Commission (the “SEC”) on 2 June 2016 (the “Programme”).
| 1 | We have acted as English legal advisers to the
Issuer in connection with the Programme and have taken instructions solely from the Issuer. |
| 2 | This opinion is limited to English law as applied
by the English courts and in effect on the date of this opinion. It is given on the basis that it will be governed by and construed
in accordance with English law. In particular, we express no opinion herein with regard to any system of law (including, for the
avoidance of doubt, Scots law, the federal laws of the United States of America and the laws of the State of New York) other than
the laws of England as currently applied by the English courts. |
| 3 | For the purpose of this opinion we have examined
the documents listed and, where appropriate, defined in the Schedule to this opinion. |
| 4.1 | (except in the case of the Issuer) all relevant documents are within the capacity and powers of,
and have been validly authorised by, each party; and |
| 4.2 | the meetings of the Board of Directors of the Issuer held on 17 December 2010, 29 November 2012
and 26 November 2015 (in respect of which extracts of the minutes have been supplied to us) were duly convened and constituted,
a quorum was present and acting throughout and the resolutions referred to in the minutes were duly and validly passed and have
not been amended, modified or rescinded. |
| 5 | References in this opinion to the “Notes”
include the global certificates representing the Notes upon issue unless the context indicates otherwise. |
| 6 | Based on the documents referred to, and assumptions
made, in paragraphs 3 and 4 above and subject to the qualification in paragraph 7 below and to any matters not disclosed to us,
we are of the following opinion: |
This
communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters
LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised
and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member
of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing
and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated
as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y
8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please
refer to www.linklaters.com/regulation for important information on our regulatory position.
| 6.1 | As at the date hereof, the Issuer is a company incorporated in England under the United Kingdom
Companies Acts. |
| 6.2 | The Issuer has corporate power to enter into and to perform its obligations under the Notes and,
provided that each Note is authorised, executed and delivered as provided in the minutes, the sealing memos and powers of attorney
referred to in the Schedule hereto and the Articles of Association of the Issuer, the Issuer will have duly authorised, executed
and delivered the Notes. |
| 7 | This opinion is subject to the provisions of
the Banking Act 2009 and any secondary legislation, instruments and orders made, or which may be made, under it. |
| 8 | This opinion extends to Notes issued within
four months from the date hereof and is given on the basis that there will be no amendment to or termination or replacement of
the documents, authorisations, consents and opinions referred to in the Schedule to this opinion. This opinion is also given on
the basis that, unless otherwise agreed between us, we undertake no responsibility to notify you of any change in English law after
the date of this opinion. |
| 9 | This opinion is addressed to you for your benefit
in connection with the issue of the Notes. It is not to be relied upon by any other person without our express consent except that
this opinion may be relied upon by initial purchasers of Notes issued within four months from the date hereof, and by Davis Polk
& Wardwell LLP for the purposes of any opinions it delivers with respect to certain matters of the laws of the State of New
York and the federal laws of the United States of America pertaining to any such Notes. |
| 10 | We hereby consent to the filing of this opinion
as an exhibit to a report on Form 6-K to be filed by Lloyds Banking Group plc (the “Guarantor”)
and further consent to the reference to our name in (i) any pricing supplement or (ii) any report on Form 6-K pursuant to which
an opinion delivered by Davis Polk & Wardwell LLP is filed by the Guarantor, in either case, relating to a tranche of Notes
issued within four months from the date hereof. In giving this consent we do not admit that we are within the category of persons
whose consent is required within section 7 of the United States Securities Act of 1933 or the rules and regulations of the SEC
thereunder. |
Yours faithfully
/s/ Linklaters LLP
Linklaters LLP
SCHEDULE
| 1 | A certified copy of the Articles of Association of the Issuer. |
| 2 | Extracts of the minutes of meetings of the Board of Directors of the Issuer held on 17 December
2010 (adding the Issuer to the Programme), 29 November 2012 and 26 November 2015. |
| 3 | Sealing memo dated 4 January 2011 containing the power of attorney for the Issuer in respect of
the Programme. |
| 4 | Powers of attorney for the Issuer in respect of the Programme dated 18 December 2012 and 7 January
2016. |
Exhibit 5.8
| |
New York
Menlo Park
Washington DC
São Paulo
London |
Paris
Madrid
Tokyo
Beijing
Hong Kong |
|
|
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
|
020 7418 1300 tel
020 7418 1400 fax |
|
June 2, 2016
Lloyds Banking Group plc
The Mound
Edinburgh EH1 1YZ
United Kingdom
Lloyds Bank plc
25 Gresham Street
London EC2V 7HN
United Kingdom
Ladies and Gentlemen:
We are acting as special United States counsel to Lloyds Banking
Group plc (the “Group” and the “Guarantor”), a public limited company organized under the
laws of Scotland, and Lloyds Bank plc (the “Bank”), a public limited company organized under the laws of England
and Wales, in connection with the registration statement on Form F-3 filed by the Group and the Bank with the United States Securities
and Exchange Commission on June 2, 2016 (the “Registration Statement”) and the related Prospectus (the “Prospectus”),
for the purpose of registering under the United States Securities Act of 1933, as amended (the “Act”), an indeterminate
amount of the following securities: (i) senior debt securities to be issued by the Group (the “Group Senior Debt Securities”)
pursuant to an indenture (the “Group Senior Indenture”), dated July 6, 2010, between the Group and The Bank
of New York Mellon, London office, as trustee (the “Trustee”); (ii) subordinated debt securities to be issued
by the Group (the “Group Subordinated Debt Securities”) pursuant to an indenture (the “Group Subordinated
Indenture”), dated November 4, 2014, between the Group and the Trustee; (iii) capital securities to be issued by the
Group (the “Group Capital Securities” and, together with the Group Senior Debt Securities and the Group Subordinated
Debt Securities, the “Group Securities”) pursuant to an indenture (the “Group Capital Securities
Indenture” and, together with the Group Senior Indenture and the Group Subordinated Indenture, the “Group Indentures”)
dated March 6, 2014 between the Group and the Trustee; (iv) senior debt securities to be issued by the Bank (the “Bank
Senior Debt Securities”) and guaranteed by the Guarantor (the “Bank Senior Debt Securities Guarantee”),
pursuant to an indenture (the “Bank Senior Indenture”) dated January 21, 2011, among the
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
Lloyds Bank plc | 2 | June 2, 2016 |
Bank, the Group and the Trustee; (v) subordinated debt securities
to be issued by the Bank (the “Bank Subordinated Debt Securities” and, together with the Bank Senior Debt Securities,
the “Bank Debt Securities”) and guaranteed by the Guarantor (the “Bank Subordinated Debt Securities
Guarantee” and, together with the Bank Senior Debt Securities Guarantee, the “Guarantees”), pursuant
to an indenture (the “Bank Subordinated Indenture” and, together with the Bank Senior Indenture, the “Bank
Indentures”) to be executed by the Bank, the Guarantor and the Trustee; (vi) preference shares of $0.25 each in the Group
pursuant to a deposit agreement (the “ADS Deposit Agreement”) dated June 29, 2007 among the Group, The Bank
of New York Mellon as depositary and the owners and beneficial owners from time to time of the American Depositary Shares issued
thereunder; and (vii) ordinary shares to be issued by the Group.
We, as your special United States 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 documents filed as exhibits to the
Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that
we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements
in certificates of public officials and officers of the Group and the Bank that we reviewed were and are accurate and (vii) all
representations made by the Group and the Bank as to matters of fact in the documents that we reviewed were and are accurate.
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 any applicable Group Indenture and any supplemental indenture that has been or will be entered into in connection
with the issuance of any Group Securities has been duly authorized, executed and delivered by the Group insofar as Scots law is
concerned, the specific terms of a particular series of the Group Securities have been duly authorized and established in accordance
with the applicable Group Indenture, and such Group Securities have been duly authorized, executed, authenticated, issued and delivered
by the Group insofar as Scots law is concerned, the Group Securities, when the Group Securities are authenticated in accordance
with the terms of the applicable Group Indenture and the Group Securities are delivered and paid for in accordance with the terms
of the applicable underwriting agreement, will constitute valid and binding obligations of the Group entitled to the benefits of
the applicable Group Indenture, enforceable against the Group in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of
general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), and possible
judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided
that we express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of |
Lloyds Banking Group plc
Lloyds Bank plc | 3 | June 2, 2016 |
any provision that permits holders to collect any portion
of the stated principal amount upon acceleration of the Group Securities to the extent determined to constitute unearned interest;
| (2) | Assuming that any applicable Bank Indenture and any supplemental indenture that has been or will be entered into in connection
with the issuance of any Bank Debt Securities has been duly authorized, executed and delivered by the Bank and the Group insofar
as English law and Scots law, as applicable, are concerned, the specific terms of a particular series of the Bank Debt Securities
have been duly authorized and established in accordance with the applicable Bank Indenture, and such Bank Debt Securities have
been duly authorized, executed and delivered by the Bank insofar as English law and Scots law, as applicable, are concerned, the
Bank Debt Securities, when the Bank Debt Securities are authenticated in accordance with the terms of the applicable Bank Indenture
and the Bank Debt Securities are delivered and paid for in accordance with the terms of the applicable underwriting agreement,
will constitute valid and binding obligations of the Bank entitled to the benefits of the applicable Bank Indenture, enforceable
against the Bank in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), and possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to (i) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount
upon acceleration of the Bank Debt Securities to the extent determined to constitute unearned interest; and |
| (3) | When the Guarantees have been duly authorized, executed and delivered by the Guarantor insofar as Scots law is concerned, and
when the Bank Debt Securities to which the Guarantees relate have been duly authorized, executed, authenticated, issued and delivered
insofar as English law and Scots law, as applicable, are concerned and established in accordance with the terms of the applicable
Bank Indenture, and are delivered and paid for in accordance with the terms of the applicable underwriting agreement, such Guarantees
will constitute valid and binding obligations of the Guarantor entitled to the benefits of the applicable Bank Indenture, enforceable
against the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), and possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to (i) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount
upon acceleration of the Bank Debt Securities to the extent determined to constitute unearned interest. |
Lloyds Banking Group plc
Lloyds Bank plc | 4 | June 2, 2016 |
In connection with the opinions expressed above, we have assumed
that at or prior to the time of the delivery of any such Group Securities, Bank Debt Securities or Guarantees, as the case may
be, (i) the Board of Directors of the Group or the Bank, as the case may be, shall have duly established the terms of such Group
Securities, Bank Debt Securities or Guarantees, as the case may be, and duly authorized the issuance and sale of such Group Securities,
Bank Debt Securities or Guarantees, as the case may be, and such authorization shall not have been modified or rescinded; (ii)
each of the Group and the Bank is, and shall remain, validly existing as a company under the laws of Scotland and England and Wales,
respectively; (iii) the Trustee is, and shall remain, validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; (iv) the Registration Statement shall have become effective and such effectiveness shall not have
been terminated or rescinded; (v) the Group Indentures, Bank Indentures, Group Securities, Bank Debt Securities and Guarantees,
as the case may be, are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above
in respect of the Bank and/or the Group, as applicable); (vi) the Group Indentures and Bank Indentures, as the case may be, have
been duly authorized, executed and delivered by the Trustee; and (vii) there shall not have occurred any change in law affecting
the validity or enforceability of such Group Indentures, Bank Indentures, Group Securities, Bank Debt Securities or Guarantees,
as the case may be. We have also assumed that the execution, delivery and performance by the Group and the Bank, as the case may
be, of any such Group Securities, Bank Debt Securities or Guarantees, as the case may be, and the execution, delivery and performance
by the Trustee of the Group Indentures or Bank Indentures, as the case may be, whose terms are established subsequent to the date
hereof (a) are within the corporate powers of the Group and the Bank, as the case may be, and the Trustee, (b) do not contravene,
or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of the Group, the Bank,
or the Trustee, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do
not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order
or decree or any agreement or other instrument binding upon the Group, the Bank or the Trustee.
We are members of the Bar of the State of New York and the foregoing
opinions are limited to the laws of the State of New York and the federal laws of the United States. Insofar as the foregoing opinion
involves matters governed by the laws of Scotland, we have relied, without independent inquiry or investigation, on the opinions
of CMS Cameron McKenna LLP, special legal counsel in Scotland for the Group and the Bank, each dated June 2, 2016, filed as exhibits
5.1, 5.2, 5.3 and 5.4 to the Registration Statement, and insofar as the foregoing opinion involves matters governed by the laws
of England and Wales, we have relied, without independent inquiry or investigation, on the opinion of Linklaters LLP, special legal
counsel in England and Wales for the Bank, dated June 2, 2016, filed as exhibit 5.6 to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal
Matters” in the Prospectus forming a part of the Registration Statement. In addition, we consent to the incorporation by
reference of this opinion and consent into a registration statement filed pursuant to Rule 462(b) under the Act. In giving such
consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Davis Polk & Wardwell London LLP
Exhibit 5.9
| |
New York
Menlo Park
Washington DC
São Paulo
London |
Paris
Madrid
Tokyo
Beijing
Hong Kong |
 |
|
|
|
|
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
|
212 450 4000 tel
212 701 5800 fax
|
|
| |
| |
|
|
|
|
Lloyds Bank plc
Lloyds Banking Group plc
25 Gresham Street
London EC2V 7HN
United Kingdom
Ladies and Gentlemen:
Lloyds Bank plc, a public limited company organized under the
laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under
the laws of Scotland (the “Guarantor”) are filing on or about the date hereof with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form F-3 (as it may be amended or supplemented from
time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933,
as amended (the “Securities Act”), debt securities to be issued from time to time in one or more series by the
Issuer and guaranteed by the Guarantor (such debt securities, together with the corresponding guarantees, the “Shelf Securities”).
The Shelf Securities include securities designated as Series A Notes (the “Series A Notes”), and such Series
A Notes have been or are to be issued on or after the date hereof. The Series A Notes have been and are to be issued pursuant to
the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”) among the Issuer,
the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”),
as amended and supplemented by the first supplemental indenture dated as of June 6, 2011, the third supplemental indenture dated
as of September 5, 2014, the fourth supplemental indenture for the Series A Notes dated as of September 29, 2014, the fourth supplemental
indenture dated as of March 17, 2015, the fifth supplemental indenture dated as of May 14, 2015, the sixth supplemental indenture
dated as of August 17, 2015, the seventh supplemental indenture dated as of January 22, 2016 and the eighth supplemental indenture
dated as of June 2, 2016, each among the Issuer, the Guarantor and the Trustee. We refer to the Senior Indenture, as amended and
supplemented by the above supplemental indentures as the “Indenture.”
| Lloyds Banking Group plc Lloyds Bank plc | 2 | June 2, 2016 |
We, as your special United States 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 documents filed as exhibits to the
Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that
we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements
in certificates of public officials and officers of the Issuer and the Guarantor that we reviewed were and are accurate and (vii)
all representations made by the Issuer and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion, when
| (i) | the specific terms of a particular tranche of Series A Notes have been duly authorized and established in accordance with the
Indenture; and |
| (ii) | such Series A Notes have been duly authorized, executed, authenticated, issued and delivered in accordance with the Indenture
and the applicable underwriting or other distribution agreement against payment therefor; |
such Series A Notes will constitute valid and binding obligations
of the Issuer and the Guarantor, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory
actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express
no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect
any portion of the stated principal amount upon acceleration of Series A Notes to the extent determined to constitute unearned
interest.
In connection with the opinion expressed above, we have assumed
that at or prior to the time of the delivery of any such Series A Notes, (1) the terms have been established and the offer and
sale of such Series A Notes have been duly authorized by the Issuer and the Guarantor, in each case as a matter of English law
and Scots law, and such authorization shall not have been modified or rescinded, (2) the Issuer is, and shall remain, validly existing
as a company in good standing under the laws of England and Wales, (3) the Guarantor is, and shall remain, validly existing as
a company in good standing under the laws of Scotland, (4) the Trustee is, and shall remain, validly existing as a corporation
in good standing under the laws of its jurisdiction of incorporation, (5) the Registration Statement has become effective and such
effectiveness shall not have been terminated or rescinded, (6) such Series A Notes will be executed in substantially the form reviewed
by us, (7) the execution, delivery and performance by the Issuer, the
| Lloyds Banking Group plc Lloyds Bank plc | 3 | June 2, 2016 |
Guarantor and the Trustee of the Indenture and the execution,
delivery and performance by the Issuer and the Guarantor of the Series A Notes (a) are within
the corporate powers of the Issuer, the Guarantor and the Trustee, (b) do not contravene, or constitute a default under, the articles
or certificate of incorporation or bylaws or other constitutive documents of the Issuer, the Guarantor or the Trustee, (c) do not
require any action by or in respect of, or filing with, any governmental body, agency or official, and (d) do not and will not
contravene, or constitute a default under, any provision of applicable law or regulation, public policy or any judgment, injunction,
order or decree or any agreement or other instrument binding upon the Issuer, the Guarantor or the Trustee, (8) the Indenture has
been duly authorized, executed and delivered by the Trustee, (9) the Indenture is a valid, binding and enforceable agreements of
the Trustee and (10) no change in law affecting the validity or enforceability of the Indenture or the Series A Notes has occurred.
We express no opinion as to (i) provisions in the Indenture that
purport to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like, (ii) whether
a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Notes or
(iii) the effectiveness of any service of process made other than in accordance with applicable law.
We express no opinion as to (i) whether a New York State or United
States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such
a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.
We are members of the Bar of the State of
New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York. Insofar as
the foregoing opinion and the opinion expressed in the quoted paragraph below involves matters governed by English law, we have
relied, without independent inquiry or investigation, on the opinion of Linklaters LLP, English legal counsel for the Issuer, dated
June 2, 2016, to be filed by the Guarantor with the Commission on the date hereof as an exhibit to the Registration Statement,
and our opinion is subject to the qualifications, assumptions and limitations set forth therein. Insofar as the foregoing opinion
and the opinion expressed in the quoted paragraph below involves matters governed by Scots law, we have relied, without independent
inquiry or investigation, on the opinion of CMS Cameron McKenna LLP, Scots legal counsel for the Guarantor, dated June 2, 2016,
to be filed by the Guarantor with the Commission on the date hereof as an exhibit to the Registration Statement, and our opinion
is subject to the qualifications, assumptions and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal
Opinions” in the prospectus, which is a part of the Registration Statement. In addition, if a pricing supplement is filed
by the Issuer or the Guarantor with the Commission on this date or any future date forming part of the Registration Statement relating
to the offer and sale of any particular tranche of Series A Notes and the pricing supplement contains our opinion substantially
in the form set forth below, we consent to including that opinion as part of the Registration Statement and further consent to
the reference to our name in the opinion.
| Lloyds Banking Group plc Lloyds Bank plc | 4 | June 2, 2016 |
“In the opinion of Davis Polk &
Wardwell LLP, as special United States counsel, when the notes offered by this pricing supplement have been executed and
issued by the Issuer, authenticated by the trustee pursuant to the Indenture, delivered against payment as contemplated
herein and the related guarantee has been executed by the Guarantor, such notes will constitute valid and binding obligations
of the Issuer, and the related guarantee will constitute a valid and binding obligation of the Guarantor, in each case
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or
regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided
that such counsel expresses no opinion as to [(i)] the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above [and (ii) the validity, legally binding effect or
enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration
of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is
limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Scots law, Davis Polk
& Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of CMS Cameron McKenna LLP, dated
June 2, 2016 and filed as an exhibit to the Registration Statement on Form F-3 filed by the Guarantor on June 2, 2016.
Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, without
independent inquiry or investigation, on the opinion of Linklaters LLP, dated June 2, 2016 and filed as an exhibit to the
Registration Statement on Form F-3 filed by the Guarantor on June 2, 2016. The opinion of Davis Polk & Wardwell LLP is
subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the
opinions of CMS Cameron McKenna LLP and Linklaters LLP. In addition, the opinion of Davis Polk & Wardwell LLP is subject
to customary assumptions about the establishment of the terms of the notes, the trustee’s authorization, execution and
delivery of the Indenture and its authentication of the notes, and the validity, binding nature and enforceability of the
Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated June 2, 2016,
which was filed as an exhibit to the Registration Statement on Form F-3 filed by the Guarantor on June 2, 2016. [This opinion
is also subject to the discussion, as stated in such opinion, of the enforcement of notes denominated in a foreign
currency.]”
In giving our consents above, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit
23.4
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated March 8,
2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in
Lloyds Banking Group plc's Annual Report on Form 20-F for the year ended December 31, 2015. We also consent to the reference to
us under the heading “Experts” in such Registration Statement.
/s/
PricewaterhouseCoopers LLP
London, United Kingdom
June
2, 2016
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT
OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK
OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
| |
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
Lloyds Banking
Group plc
(Exact name of obligor as specified in its charter)
Scotland
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
___________________________
Senior Debt
Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
| |
|
| Superintendent of the Department of Financial Services of the State
of New York |
One State Street, New York, N.Y. 10004-1417, and Albany,
N.Y. 12223 |
| |
|
| Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
| |
|
| Federal Deposit Insurance Corporation |
550 17th Street, NW
Washington, D.C. 20429 |
| |
|
| The Clearing House Association L.L.C. |
100 Broad Street
New York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy
of the Organization Certificate of The Bank of New York Mellon (formerly known as The
Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form
T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 333-152735). |
| 4. | A
copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-207042). |
| 6. | The
consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed
with Registration Statement No. 333-188382). |
| 7. | A
copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 23rd day of May, 2016.
| |
THE BANK OF NEW YORK MELLON |
| |
|
| |
|
| |
By: |
/s/ Francine Kincaid |
| |
|
Name: |
Francine Kincaid |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
|
ASSETS
|
Dollar amounts in thousands
|
| Cash and balances due from depository institutions: |
|
|
| Noninterest-bearing balances and currency and coin |
|
3,362,000 |
| Interest-bearing balances |
|
105,064,000 |
| Securities: |
|
|
| Held-to-maturity securities |
|
40,919,000 |
| Available-for-sale securities |
|
72,835,000 |
| Federal funds sold and securities purchased under agreements to resell: |
|
|
| Federal funds sold in domestic offices |
|
15,000 |
|
Securities purchased under agreements
to resell |
|
15,722,000 |
| Loans and lease financing receivables: |
|
|
| Loans and leases held for sale |
|
352,000 |
| Loans and leases, net of unearned income |
|
33,841,000 |
| LESS: Allowance for loan and lease losses |
|
144,000 |
Loans and leases, net of unearned
income and allowance |
|
33,697,000 |
| Trading assets |
|
4,295,000 |
| Premises and fixed assets (including capitalized leases) |
|
1,047,000 |
| Other real estate owned |
|
5,000 |
| Investments in unconsolidated subsidiaries and associated companies |
|
518,000 |
| Direct and indirect investments in real estate ventures |
|
0 |
| Intangible assets: |
|
|
| Goodwill |
|
6,334,000 |
| Other intangible assets |
|
1,011,000 |
| Other assets |
|
14,640,000 |
| Total assets |
|
299,816,000 |
| |
|
|
| LIABILITIES |
|
|
| Deposits: |
|
|
| In domestic offices |
|
125,839,000 |
| Noninterest-bearing |
|
84,982,000 |
| Interest-bearing |
|
40,857,000 |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
124,022,000 |
| Noninterest-bearing |
|
8,334,000 |
| Interest-bearing |
|
115,688,000 |
| Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal
funds purchased in domestic offices |
|
8,182,000 |
|
Securities sold under agreements
to repurchase |
|
259,000 |
| Trading liabilities |
|
4,749,000 |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) |
|
5,496,000 |
| Not applicable |
|
|
| Not applicable |
|
|
| Subordinated notes and debentures |
|
765,000 |
| Other liabilities |
|
7,430,000 |
| Total liabilities |
|
276,742,000 |
| |
|
|
| EQUITY CAPITAL |
|
|
Perpetual preferred stock and related
surplus |
|
0 |
| Common stock |
|
1,135,000 |
| Surplus (exclude all surplus related to preferred stock) |
|
10,367,000 |
| Retained earnings |
|
12,675,000 |
| Accumulated other comprehensive income |
|
-1,453,000 |
| Other equity capital components |
|
0 |
| Total bank equity capital |
|
22,724,000 |
Noncontrolling (minority) interests in
consolidated subsidiaries |
|
350,000 |
| Total equity capital |
|
23,074,000 |
| Total liabilities and equity capital |
|
299,816,000 |
I, Thomas P. Gibbons,
Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned
directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT
OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK
OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
| |
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
Lloyds Bank
plc
(Exact name of obligor as specified in its charter)
United Kingdom
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
| |
|
Lloyds Banking
Group plc
(Exact name of obligor as specified in its charter)
Scotland
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
___________________________
Senior Debt
Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
| |
|
| Superintendent of the Department of Financial Services of the State
of New York |
One State Street, New York, N.Y. 10004-1417, and Albany,
N.Y. 12223 |
| |
|
| Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
| |
|
| Federal Deposit Insurance Corporation |
550 17th Street, NW
Washington, D.C. 20429 |
| |
|
| The Clearing House Association L.L.C. |
100 Broad Street
New York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy
of the Organization Certificate of The Bank of New York Mellon (formerly known as The
Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form
T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 333-152735). |
| 4. | A
copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-207042). |
| 6. | The
consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed
with Registration Statement No. 333-188382). |
| 7. | A
copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 23rd day of May, 2016.
| |
THE BANK OF NEW YORK MELLON |
| |
|
| |
|
| |
By: |
/s/ Francine Kincaid |
| |
|
Name: |
Francine Kincaid |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
|
ASSETS
|
Dollar amounts in thousands
|
| Cash and balances due from depository institutions: |
|
|
| Noninterest-bearing balances and currency and coin |
|
3,362,000 |
| Interest-bearing balances |
|
105,064,000 |
| Securities: |
|
|
| Held-to-maturity securities |
|
40,919,000 |
| Available-for-sale securities |
|
72,835,000 |
| Federal funds sold and securities purchased under agreements to resell: |
|
|
| Federal funds sold in domestic offices |
|
15,000 |
|
Securities purchased under agreements
to resell |
|
15,722,000 |
| Loans and lease financing receivables: |
|
|
| Loans and leases held for sale |
|
352,000 |
| Loans and leases, net of unearned income |
|
33,841,000 |
| LESS: Allowance for loan and lease losses |
|
144,000 |
Loans and leases, net of unearned
income and allowance |
|
33,697,000 |
| Trading assets |
|
4,295,000 |
| Premises and fixed assets (including capitalized leases) |
|
1,047,000 |
| Other real estate owned |
|
5,000 |
| Investments in unconsolidated subsidiaries and associated companies |
|
518,000 |
| Direct and indirect investments in real estate ventures |
|
0 |
| Intangible assets: |
|
|
| Goodwill |
|
6,334,000 |
| Other intangible assets |
|
1,011,000 |
| Other assets |
|
14,640,000 |
| Total assets |
|
299,816,000 |
| |
|
|
| LIABILITIES |
|
|
| Deposits: |
|
|
| In domestic offices |
|
125,839,000 |
| Noninterest-bearing |
|
84,982,000 |
| Interest-bearing |
|
40,857,000 |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
124,022,000 |
| Noninterest-bearing |
|
8,334,000 |
| Interest-bearing |
|
115,688,000 |
| Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal
funds purchased in domestic offices |
|
8,182,000 |
|
Securities sold under agreements
to repurchase |
|
259,000 |
| Trading liabilities |
|
4,749,000 |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) |
|
5,496,000 |
| Not applicable |
|
|
| Not applicable |
|
|
| Subordinated notes and debentures |
|
765,000 |
| Other liabilities |
|
7,430,000 |
| Total liabilities |
|
276,742,000 |
| |
|
|
| EQUITY CAPITAL |
|
|
Perpetual preferred stock and related
surplus |
|
0 |
| Common stock |
|
1,135,000 |
| Surplus (exclude all surplus related to preferred stock) |
|
10,367,000 |
| Retained earnings |
|
12,675,000 |
| Accumulated other comprehensive income |
|
-1,453,000 |
| Other equity capital components |
|
0 |
| Total bank equity capital |
|
22,724,000 |
Noncontrolling (minority) interests in
consolidated subsidiaries |
|
350,000 |
| Total equity capital |
|
23,074,000 |
| Total liabilities and equity capital |
|
299,816,000 |
I, Thomas P. Gibbons,
Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned
directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT
OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK
OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
| |
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
Lloyds Banking
Group plc
(Exact name of obligor as specified in its charter)
Scotland
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
___________________________
Subordinated
Debt Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
| |
|
| Superintendent of the Department of Financial Services of the State
of New York |
One State Street, New York, N.Y. 10004-1417, and Albany,
N.Y. 12223 |
| |
|
| Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
| |
|
| Federal Deposit Insurance Corporation |
550 17th Street, NW
Washington, D.C. 20429 |
| |
|
| The Clearing House Association L.L.C. |
100 Broad Street
New York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy
of the Organization Certificate of The Bank of New York Mellon (formerly known as The
Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form
T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 333-152735). |
| 4. | A
copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-207042). |
| 6. | The
consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed
with Registration Statement No. 333-188382). |
| 7. | A
copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 23rd day of May, 2016.
| |
THE BANK OF NEW YORK MELLON |
| |
|
| |
|
| |
By: |
/s/ Francine Kincaid |
| |
|
Name: |
Francine Kincaid |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
|
ASSETS
|
Dollar amounts in thousands
|
| Cash and balances due from depository institutions: |
|
|
| Noninterest-bearing balances and currency and coin |
|
3,362,000 |
| Interest-bearing balances |
|
105,064,000 |
| Securities: |
|
|
| Held-to-maturity securities |
|
40,919,000 |
| Available-for-sale securities |
|
72,835,000 |
| Federal funds sold and securities purchased under agreements to resell: |
|
|
| Federal funds sold in domestic offices |
|
15,000 |
|
Securities purchased under agreements
to resell |
|
15,722,000 |
| Loans and lease financing receivables: |
|
|
| Loans and leases held for sale |
|
352,000 |
| Loans and leases, net of unearned income |
|
33,841,000 |
| LESS: Allowance for loan and lease losses |
|
144,000 |
Loans and leases, net of unearned
income and allowance |
|
33,697,000 |
| Trading assets |
|
4,295,000 |
| Premises and fixed assets (including capitalized leases) |
|
1,047,000 |
| Other real estate owned |
|
5,000 |
| Investments in unconsolidated subsidiaries and associated companies |
|
518,000 |
| Direct and indirect investments in real estate ventures |
|
0 |
| Intangible assets: |
|
|
| Goodwill |
|
6,334,000 |
| Other intangible assets |
|
1,011,000 |
| Other assets |
|
14,640,000 |
| Total assets |
|
299,816,000 |
| |
|
|
| LIABILITIES |
|
|
| Deposits: |
|
|
| In domestic offices |
|
125,839,000 |
| Noninterest-bearing |
|
84,982,000 |
| Interest-bearing |
|
40,857,000 |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
124,022,000 |
| Noninterest-bearing |
|
8,334,000 |
| Interest-bearing |
|
115,688,000 |
| Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal
funds purchased in domestic offices |
|
8,182,000 |
|
Securities sold under agreements
to repurchase |
|
259,000 |
| Trading liabilities |
|
4,749,000 |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) |
|
5,496,000 |
| Not applicable |
|
|
| Not applicable |
|
|
| Subordinated notes and debentures |
|
765,000 |
| Other liabilities |
|
7,430,000 |
| Total liabilities |
|
276,742,000 |
| |
|
|
| EQUITY CAPITAL |
|
|
Perpetual preferred stock and related
surplus |
|
0 |
| Common stock |
|
1,135,000 |
| Surplus (exclude all surplus related to preferred stock) |
|
10,367,000 |
| Retained earnings |
|
12,675,000 |
| Accumulated other comprehensive income |
|
-1,453,000 |
| Other equity capital components |
|
0 |
| Total bank equity capital |
|
22,724,000 |
Noncontrolling (minority) interests in
consolidated subsidiaries |
|
350,000 |
| Total equity capital |
|
23,074,000 |
| Total liabilities and equity capital |
|
299,816,000 |
I, Thomas P. Gibbons,
Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned
directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT
OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK
OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
| |
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
Lloyds Bank
plc
(Exact name of obligor as specified in its charter)
United Kingdom
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
Lloyds Banking
Group plc
(Exact name of obligor as specified in its charter)
Scotland
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
___________________________
Subordinated
Debt Securities
and Guarantees of Subordinated Debt Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
| |
|
| Superintendent of the Department of Financial Services of the State
of New York |
One State Street, New York, N.Y. 10004-1417, and Albany,
N.Y. 12223 |
| |
|
| Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
| |
|
| Federal Deposit Insurance Corporation |
550 17th Street, NW
Washington, D.C. 20429 |
| |
|
| The Clearing House Association L.L.C. |
100 Broad Street
New York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy
of the Organization Certificate of The Bank of New York Mellon (formerly known as The
Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form
T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 333-152735). |
| 4. | A
copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-207042). |
| 6. | The
consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed
with Registration Statement No. 333-188382). |
| 7. | A
copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 23rd day of May, 2016.
| |
THE BANK OF NEW YORK MELLON |
| |
|
| |
|
| |
By: |
/s/ Francine Kincaid |
| |
|
Name: |
Francine Kincaid |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
|
ASSETS
|
Dollar amounts in thousands
|
| Cash and balances due from depository institutions: |
|
|
| Noninterest-bearing balances and currency and coin |
|
3,362,000 |
| Interest-bearing balances |
|
105,064,000 |
| Securities: |
|
|
| Held-to-maturity securities |
|
40,919,000 |
| Available-for-sale securities |
|
72,835,000 |
| Federal funds sold and securities purchased under agreements to resell: |
|
|
| Federal funds sold in domestic offices |
|
15,000 |
|
Securities purchased under agreements
to resell |
|
15,722,000 |
| Loans and lease financing receivables: |
|
|
| Loans and leases held for sale |
|
352,000 |
| Loans and leases, net of unearned income |
|
33,841,000 |
| LESS: Allowance for loan and lease losses |
|
144,000 |
Loans and leases, net of unearned
income and allowance |
|
33,697,000 |
| Trading assets |
|
4,295,000 |
| Premises and fixed assets (including capitalized leases) |
|
1,047,000 |
| Other real estate owned |
|
5,000 |
| Investments in unconsolidated subsidiaries and associated companies |
|
518,000 |
| Direct and indirect investments in real estate ventures |
|
0 |
| Intangible assets: |
|
|
| Goodwill |
|
6,334,000 |
| Other intangible assets |
|
1,011,000 |
| Other assets |
|
14,640,000 |
| Total assets |
|
299,816,000 |
| |
|
|
| LIABILITIES |
|
|
| Deposits: |
|
|
| In domestic offices |
|
125,839,000 |
| Noninterest-bearing |
|
84,982,000 |
| Interest-bearing |
|
40,857,000 |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
124,022,000 |
| Noninterest-bearing |
|
8,334,000 |
| Interest-bearing |
|
115,688,000 |
| Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal
funds purchased in domestic offices |
|
8,182,000 |
|
Securities sold under agreements
to repurchase |
|
259,000 |
| Trading liabilities |
|
4,749,000 |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) |
|
5,496,000 |
| Not applicable |
|
|
| Not applicable |
|
|
| Subordinated notes and debentures |
|
765,000 |
| Other liabilities |
|
7,430,000 |
| Total liabilities |
|
276,742,000 |
| |
|
|
| EQUITY CAPITAL |
|
|
Perpetual preferred stock and related
surplus |
|
0 |
| Common stock |
|
1,135,000 |
| Surplus (exclude all surplus related to preferred stock) |
|
10,367,000 |
| Retained earnings |
|
12,675,000 |
| Accumulated other comprehensive income |
|
-1,453,000 |
| Other equity capital components |
|
0 |
| Total bank equity capital |
|
22,724,000 |
Noncontrolling (minority) interests in
consolidated subsidiaries |
|
350,000 |
| Total equity capital |
|
23,074,000 |
| Total liabilities and equity capital |
|
299,816,000 |
I, Thomas P. Gibbons,
Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned
directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT
OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF
AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK
OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
| |
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
Lloyds Banking
Group plc
(Exact name of obligor as specified in its charter)
Scotland
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
| |
|
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of principal executive offices) |
(Zip code) |
___________________________
Capital Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
| |
|
| Superintendent of the Department of Financial Services of the State
of New York |
One State Street, New York, N.Y. 10004-1417, and Albany,
N.Y. 12223 |
| |
|
| Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
| |
|
| Federal Deposit Insurance Corporation |
550 17th Street, NW
Washington, D.C. 20429 |
| |
|
| The Clearing House Association L.L.C. |
100 Broad Street
New York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy
of the Organization Certificate of The Bank of New York Mellon (formerly known as The
Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form
T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 333-152735). |
| 4. | A
copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-207042). |
| 6. | The
consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed
with Registration Statement No. 333-188382). |
| 7. | A
copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York, on the 23rd day of May, 2016.
| |
THE BANK OF NEW YORK MELLON |
| |
|
| |
|
| |
By: |
/s/ Francine Kincaid |
| |
|
Name: |
Francine Kincaid |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
|
ASSETS
|
Dollar amounts in thousands
|
| Cash and balances due from depository institutions: |
|
|
| Noninterest-bearing balances and currency and coin |
|
3,362,000 |
| Interest-bearing balances |
|
105,064,000 |
| Securities: |
|
|
| Held-to-maturity securities |
|
40,919,000 |
| Available-for-sale securities |
|
72,835,000 |
| Federal funds sold and securities purchased under agreements to resell: |
|
|
| Federal funds sold in domestic offices |
|
15,000 |
|
Securities purchased under agreements
to resell |
|
15,722,000 |
| Loans and lease financing receivables: |
|
|
| Loans and leases held for sale |
|
352,000 |
| Loans and leases, net of unearned income |
|
33,841,000 |
| LESS: Allowance for loan and lease losses |
|
144,000 |
Loans and leases, net of unearned
income and allowance |
|
33,697,000 |
| Trading assets |
|
4,295,000 |
| Premises and fixed assets (including capitalized leases) |
|
1,047,000 |
| Other real estate owned |
|
5,000 |
| Investments in unconsolidated subsidiaries and associated companies |
|
518,000 |
| Direct and indirect investments in real estate ventures |
|
0 |
| Intangible assets: |
|
|
| Goodwill |
|
6,334,000 |
| Other intangible assets |
|
1,011,000 |
| Other assets |
|
14,640,000 |
| Total assets |
|
299,816,000 |
| |
|
|
| LIABILITIES |
|
|
| Deposits: |
|
|
| In domestic offices |
|
125,839,000 |
| Noninterest-bearing |
|
84,982,000 |
| Interest-bearing |
|
40,857,000 |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
124,022,000 |
| Noninterest-bearing |
|
8,334,000 |
| Interest-bearing |
|
115,688,000 |
| Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal
funds purchased in domestic offices |
|
8,182,000 |
|
Securities sold under agreements
to repurchase |
|
259,000 |
| Trading liabilities |
|
4,749,000 |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) |
|
5,496,000 |
| Not applicable |
|
|
| Not applicable |
|
|
| Subordinated notes and debentures |
|
765,000 |
| Other liabilities |
|
7,430,000 |
| Total liabilities |
|
276,742,000 |
| |
|
|
| EQUITY CAPITAL |
|
|
Perpetual preferred stock and related
surplus |
|
0 |
| Common stock |
|
1,135,000 |
| Surplus (exclude all surplus related to preferred stock) |
|
10,367,000 |
| Retained earnings |
|
12,675,000 |
| Accumulated other comprehensive income |
|
-1,453,000 |
| Other equity capital components |
|
0 |
| Total bank equity capital |
|
22,724,000 |
Noncontrolling (minority) interests in
consolidated subsidiaries |
|
350,000 |
| Total equity capital |
|
23,074,000 |
| Total liabilities and equity capital |
|
299,816,000 |
I, Thomas P. Gibbons,
Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned
directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria |
|
Directors |
This regulatory filing also includes additional resources:
crt_dp65916-f3asr.pdf
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