REG - Lloyds Banking Group - Notice of Meeting

Lloyds BankingAnnouncement

11/05/2026 08:45

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RNS Number : 7826D  Lloyds Banking Group PLC  11 May 2026

ANNEX

FORM OF NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
SECURITYHOLDERS.  IF ANY SECURITYHOLDER IS IN ANY DOUBT AS TO THE ACTION IT
SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF ANY
EXTRAORDINARY RESOLUTION TO BE PROPOSED AT A MEETING, IT SHOULD SEEK ITS OWN
FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY
FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL, TAX OR LEGAL ADVISER.

LLOYDS BANKING GROUP PLC

(incorporated in Scotland with limited liability with registered number 95000)

(the "Issuer")

NOTICE OF MEETING

of the holders of the outstanding £750,009,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2029
(ISIN: XS1043552261) (the "Securities")

of the Issuer

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders (the
"Securityholders") convened by the Issuer will be held at the offices of
Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ, United Kingdom,
at 10:00 a.m. London time on 2 June 2026 for the purpose of considering and,
if thought fit, passing the following resolution which will be proposed as an
Extraordinary Resolution in accordance with the provisions of the trust deed
dated 1 April 2014, as modified, supplemented and/or restated from time to
time up to the date of the Consent Solicitation Memorandum (the "Trust Deed"),
made between, inter alios, the Issuer and BNY Mellon Corporate Trustee
Services Limited (the "Trustee") as trustee for the Securityholders, and
constituting the Securities.  Capitalised terms used but not defined in this
Notice have the meanings given to them in the Trust Deed or the terms and
conditions of the Securities (the "Conditions").

EXTRAORDINARY RESOLUTION

"THAT this meeting of the holders of the outstanding £750,009,000 Fixed Rate
Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible
Securities Callable 2029 (ISIN: XS1043552261) of the Issuer (the "Securities"
and the "Issuer" respectively) constituted by the trust deed dated 1 April
2014, as modified, supplemented and/or restated from time to time (the "Trust
Deed"), made between, inter alios, the Issuer and BNY Mellon Corporate Trustee
Services Limited (the "Trustee") as trustee for the holders of the Securities
(the "Securityholders"), hereby:

1.            assents to the Proposal (as defined in the Notice of
Meeting) including the modification of the terms and conditions of the
Securities as set out in Schedule 2 to the Trust Deed (the "Conditions") as
described in the Notice of Meeting;

2.            approves, assents to and sanctions every abrogation,
modification or compromise of, or arrangement in respect of, the rights of the
Securityholders appertaining to the Securities against the Issuer, whether or
not such rights arise under the Trust Deed, involved in or resulting from or
to be effected by, the modifications referred to in paragraph ‎1 of this
Extraordinary Resolution and their implementation;

3.            waives any claim that we may have against the Trustee
arising as a result of any losses, liabilities, damages, costs, fees, charges
and expenses (including legal fees and taxes) (together "Losses") which we may
suffer or incur as a result of the Trustee acting upon this Extraordinary
Resolution  and we further confirm that we will not seek to hold the Trustee
liable for any such Losses;

4.            authorises, directs, requests and empowers the
Trustee to:

(a)           concur in the modifications referred to in paragraph
‎1 of this Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of this
Extraordinary Resolution and the satisfaction of the condition in paragraph
‎5 below, to execute a supplemental trust deed (the "Supplemental Trust
Deed") in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purpose of identification, with such
amendments (if any) as may be requested by the Issuer and approved by the
Trustee, in its sole and absolute discretion, or required by the Trustee in
accordance with the provisions of the Trust Deed; and

(b)          concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or expedient, in
the sole and absolute discretion of the Trustee, to carry out and give effect
to this Extraordinary Resolution and the implementation of the modifications
referred to in paragraph ‎1 of this Extraordinary Resolution;

5.            declares that the implementation of this
Extraordinary Resolution shall be conditional on:

(a)           the passing of this Extraordinary Resolution; and

(b)          the quorum required for, and requisite majority of votes
cast at, this Meeting being satisfied by Eligible Securityholders only,
irrespective of any participation at this Meeting by Ineligible
Securityholders and further resolves that, if the Extraordinary Resolution is
passed at this Meeting but such condition is not satisfied, the chairperson of
this Meeting is hereby authorised, directed, instructed, requested and
empowered to adjourn this Meeting until such date, not less than 13 days nor
more than 42 days later, and at such time and place as may be appointed by the
chairperson of this Meeting and approved by the Trustee, for the purpose of
reconsidering resolutions 1 to 4 of this Extraordinary Resolution with the
exception of resolution 4(b) of this Extraordinary Resolution, and in place of
the foregoing provisions of resolution 4(b) the relevant condition will be
satisfied if the quorum required for, and the requisite majority of votes cast
at, the adjourned Meeting are satisfied by Eligible Securityholders only,
irrespective of any participation at the adjourned Meeting by Ineligible
Securityholders (the "Eligibility Condition");

6.            discharges and exonerates the Trustee from any and
all liability for which it may have become or may become responsible under the
Trust Deed or the Securities in respect of any act or omission in connection
with this Extraordinary Resolution or its implementation; and

7.            acknowledges that the following terms, as used in
this Extraordinary Resolution shall have the meaning given below:

"Consent Solicitation" means the invitation by the Issuer to Eligible
Securityholders to approve this Extraordinary Resolution, as more fully
described in the Consent Solicitation Memorandum.

"Consent Solicitation Memorandum" means the consent solicitation memorandum
dated 11 May 2026 prepared by the Issuer.

"Eligible Securityholder" means a Securityholder who is (a) located and
resident outside the United States and is not a U.S. person (as defined in
Regulation S under the Securities Act) (b) (i) an eligible counterparty or a
professional client (each as defined in Directive 2014/65/EU, as amended) or
(ii) an eligible counterparty (as defined in the United Kingdom Financial
Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional
client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018) (as amended); and
in each case, if applicable, who is acting on behalf of a beneficial owner
that is also an eligible counterparty or a professional client, in each case
in respect of the relevant Series of Securities and (c) otherwise a person to
whom the Consent Solicitation can be lawfully made and that may lawfully
participate in the Consent Solicitation.

"Ineligible Securityholder" means a Securityholder that is not an Eligible
Securityholder."

Background

The Issuer has convened the Meeting for the purpose of enabling
Securityholders to consider and resolve, if they think fit, to pass the
Extraordinary Resolution proposed by the Issuer in relation to certain
amendments to modify the Conditions (as set out in the Trust Deed) (the
"Proposal").

On 16 November 2020, the United Kingdom Prudential Regulation Authority
("PRA") sent a "Dear CFO" letter to all major UK deposit takers requesting all
firms to take steps to remediate the prudential treatment of legacy
instruments. The Existing Preference Shares were historically counted as Tier
1 capital but ceased to be eligible to be counted as Tier 1 capital at the end
of the CRR transition period on 31 December 2021.

At the time, there was a risk that, if the Existing Preference Shares counted
as regulatory Tier 2 Capital but maintained a legal ranking pari passu with
Additional Tier 1 Capital, an infection risk would be created in respect of
the Issuer's then existing Additional Tier 1 Capital securities.

As a result, and as per the announcements relating to the Existing Preference
Shares made on 10 November 2021 1  (#_ftn1) , the Group classified the
Existing Preference Shares as ineligible for regulatory capital purposes,
while the legal ranking of the Existing Preference Shares was left unchanged,
ranking pari passu with Additional Tier 1 Capital. However, at the time of the
announcements, the Group also reserved the right to review such classification
in future, to the extent permitted by applicable law and regulation.

Aside from the Securities, all of the Issuer's other additional tier 1
issuances which are expected to be outstanding as at 1 July 2026 (the "LBG AT1
Securities") contain identical subordination provisions (the "Recent AT1
Subordination Provisions"), which differ from the subordination provisions
currently contained in the Conditions. Under the Recent AT1 Subordination
Provisions, the Issuer is permitted, in its sole discretion, to subordinate
the LBG AT1 Securities to (i) the Existing Preference Shares of the Issuer and
(ii) any securities of the Issuer ranking or expressed to rank pari passu with
any of the Existing Preference Shares in a winding-up of the Issuer (the "Pari
Passu Securities"). This is contingent upon the Issuer determining that the
LBG AT1 Securities would not be included in the Additional Tier 1 Capital (as
defined below) of the Group (as defined below) unless the holders of some or
all of the Existing Preference Shares and any Pari Passu Securities are ranked
senior to such LBG AT1 Securities, including as a result of the Issuer
electing to treat the Existing Preference Shares as Tier 2 Capital. It is
proposed that the Conditions be amended to align the subordination provisions
of the Securities with the Recent AT1 Subordination Provisions.

"Existing Preference Shares" means the 9.25% preference shares (ISIN
GB00B3KS9W93), the 6.413% preference shares (ISIN USG5533WAA56/US539439AC38),
the 6.657% preference shares (ISIN US539439AE93/US539439AF68) and the 9.75%
preference shares (ISIN GB00B3KSB238), each issued by the Issuer.

If the Extraordinary Resolution is passed and implemented, the Issuer intends
to reclassify the Existing Preference Shares as Tier 2 Capital from 1 July
2026, increasing the Tier 2 Capital of the Group by c.£400m.

This Proposal would reduce the amount of legacy instruments that do not count
as own funds in line with the Bank of England's resolution planning
objectives. The changes to the Conditions contemplated in the Proposal have
been reviewed by the PRA, who have provided confirmation of no objection in
relation to the Proposal.

It should be noted, that following the redemption of the Issuer's $500m 6.75%
AT1 Securities callable in June 2026 (the notice for the redemption of which
was issued on 30 April 2026), the Securities will be the only outstanding
additional tier 1 issuance of the Issuer without the inclusion of the Recent
AT1 Subordination Provisions. The Securities remain callable at the Issuer's
discretion in June 2029, subject to the satisfaction of certain conditions.
Therefore, in the event the Extraordinary Resolution does not pass, the
classification of the Existing Preference Shares is one of the factors that
the Issuer will consider alongside the review of any potential optional
redemption of the Securities at a future date.

A high-level overview of the ranking of the Securities if the Extraordinary
Resolution is passed and implemented and if the Issuer elects to operate this
push-down mechanism is shown in the following diagram:

Rating Agencies

A copy of the draft Consent Solicitation Memorandum has been provided to each
of Fitch Ratings Limited, Moody's Investors Service Ltd. and S&P Global
Ratings UK Limited. The Issuer is not expecting any change to the ratings of
the Securities as a result of the Extraordinary Resolution being implemented.

The Trustee has not been involved in the formulation of the Extraordinary
Resolution and the Trustee expresses no opinion on the merits of the
Extraordinary Resolution or on whether Securityholders would be acting in
their best interests in approving the Extraordinary Resolution, and nothing in
this Notice should be construed as a recommendation to Securityholders from
the Trustee to vote in favour of, or against, the Extraordinary Resolution.
Securityholders should take their own independent financial, accounting and
legal advice on the merits and on the consequences of voting in favour of, or
against, the Extraordinary Resolution, including as to any tax consequences.
The Trustee has not reviewed, nor will it be reviewing, any documents relating
to the Consent Solicitation, except those to which it will be a party and this
Notice of Meeting.  On the basis of the information set out in this Notice of
Meeting and the Consent Solicitation Memorandum, the Trustee has authorised it
to be stated that the Trustee has no objection to the Extraordinary Resolution
being put to Securityholders for their consideration.

Consent Solicitation

The Issuer has invited holders of the Securities (such invitation the "Consent
Solicitation") to consent to the approval, by Extraordinary Resolution at the
Meeting, of the modification of the Conditions as described in the
Extraordinary Resolution as set out above, all as further described in the
Consent Solicitation Memorandum (as defined in the Extraordinary Resolution
set out above).

The Consent Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation are only for distribution or to be made
available to persons who are Eligible Securityholders (as defined in the
Extraordinary Resolution above).

Subject to the restrictions described in the previous paragraph,
Securityholders may obtain, from the date of this Notice, a copy of the
Consent Solicitation Memorandum from the Tabulation Agent, the contact details
for which are set out below.

Early Consent Fee and Late Consent Fee

Eligible Securityholders may be eligible, to the extent permitted by
applicable laws and regulations, to receive an amount equal to 0.25 per cent.
of the principal amount of the Securities that are the subject of the relevant
Electronic Voting Instruction (the "Early Consent Fee") by delivering, or
arranging to have delivered on their behalf, a valid Electronic Voting
Instruction in favour of the Extraordinary Resolution, that is received by the
Tabulation Agent by 4:00 p.m. (London time) on 22 May 2026 (the "Early
Instruction Deadline") and not subsequently revoked. Similarly, Eligible
Securityholders from whom valid Electronic Voting Instructions are received in
favour of the Extraordinary Resolution after the Early Instruction Deadline
and by the Expiration Deadline may be eligible, to the extent permitted by
applicable laws and regulations, to receive an amount equal to 0.10 per cent.
of the principal amount of the Securities that are the subject of the relevant
Electronic Voting Instruction (the "Late Consent Fee"), but will not be
eligible to receive the Early Consent Fee.

Only Eligible Securityholders who (i) deliver, or arrange to have delivered on
their behalf, valid Electronic Voting Instructions in favour of the
Extraordinary Resolution (A) by the Early Instruction Deadline (and do not
subsequently revoke such instructions) or (B) after the Early Instruction
Deadline and by the Expiration Deadline (and do not subsequently revoke such
instructions), and (ii) do not seek to attend the Meeting (or any adjourned
Meeting) in person or make any other arrangements to be represented at the
Meeting (or any adjourned Meeting), may be eligible for (x) (in the case of
limb (i)(A)), the applicable Early Consent Fee; and (y) (in the case of limb
(i)(B)), the applicable Late Consent Fee. Any Eligible Securityholder that
separately seeks to appoint a proxy to vote at the Meeting (or any adjourned
Meeting) on its behalf or attends the Meeting (or any adjourned Meeting) in
person or makes other arrangements to be represented at the Meeting (or any
adjourned Meeting) will not be eligible for the Early Consent Fee and/or the
Late Consent Fee, irrespective of whether such Securityholder has delivered an
Electronic Voting Instruction, or voted in favour of the Extraordinary
Resolution.

If the Extraordinary Resolution is passed (subject to the satisfaction of the
Eligibility Condition) and implemented, any Early Consent Fee and/or the Late
Consent Fee payable to Eligible Securityholders, will be paid on the date no
later than the fifth business day following implementation of the Proposal
(the "Fee Payment Date") in immediately available funds delivered to the
Euroclear SA/NV and/or Clearstream Banking S.A. (the "Clearing Systems") for
payment to the cash accounts of the relevant Eligible Securityholders in the
Clearing Systems. The deposit of such funds with the Clearing Systems will
discharge the obligation of the Issuer to all Eligible Securityholders in
respect of the above amounts represented by such funds.

Ineligible Securityholders

Ineligible Securityholders may be eligible, to the extent permitted by
applicable laws and regulations, to receive an amount equal to 0.25 per cent.
of the principal amount of the Securities that are the subject of the relevant
Ineligible Securityholder Instruction (the "Ineligible Securityholder Early
Consent Fee") by delivering, or arranging to have delivered on their behalf, a
valid Ineligible Securityholder Instruction abstaining from voting in respect
of the Extraordinary Resolution, that is received by the Tabulation Agent by
the Early Instruction Deadline and not subsequently revoked. Ineligible
Securityholders from whom valid Ineligible Securityholder Instructions are
received abstaining from voting in respect of the Extraordinary Resolution
after the Early Instruction Deadline and by the Expiration Deadline may be
eligible, to the extent permitted by applicable laws and regulations, to
receive an amount equal to 0.10 per cent. of the principal amount of the
Securities that are the subject of the relevant Ineligible Securityholder
Instruction (the "Ineligible Securityholder Late Consent Fee"), but will not
be eligible to receive the Ineligible Securityholder Early Consent Fee.

An "Ineligible Securityholder Instruction" means an Electronic Voting
Instruction provided by (or on behalf of) an Ineligible Securityholder and
confirming that the relevant Electronic Voting Instruction has been provided
by an Ineligible Securityholder.

The delivery of an Ineligible Securityholder Instruction abstaining from
voting in respect of the Extraordinary Resolution shall constitute an
instruction by the relevant Securityholder to the Registrar to appoint one or
more representatives of the Tabulation Agent as that Securityholder's proxy to
abstain from voting in respect of the Extraordinary Resolution at the
Meeting.

Only Ineligible Securityholders who (1) deliver, or arrange to have delivered
on their behalf, valid Ineligible Securityholder Instructions abstaining from
voting in respect of the Extraordinary Resolution by (A) the Early Instruction
Deadline (and do not subsequently revoke such instructions) or (B) after the
Early Instruction Deadline and by the Expiration Deadline (and do not
subsequently revoke such instructions), and (2) do not seek to attend the
Meeting (or any adjourned Meeting) in person or make any other arrangements to
be represented at the Meeting (or any adjourned Meeting), may be eligible for
(x) (in the case of limb (1)(A)), the applicable Ineligible Securityholder
Early Consent Fee; and (y) (in the case of limb (1)(B)), the applicable
Ineligible Securityholder Late Consent Fee. Any Ineligible Securityholder that
separately seeks to appoint a proxy to vote at the Meeting (or any adjourned
Meeting) on its behalf or attends the Meeting (or any adjourned Meeting) in
person or makes other arrangements to be represented at the Meeting (or any
adjourned Meeting) will not be eligible for the Ineligible Securityholder
Early Consent Fee and/or the Ineligible Securityholder Late Consent Fee,
irrespective of whether such Securityholder has delivered an Ineligible
Securityholder Instruction, or abstained from voting in respect, or voted in
favour of the Extraordinary Resolution.

Sanctions Restricted Persons will not be eligible to receive the Early Consent
Fee, the Late Consent Fee, the Ineligible Securityholder Early Consent Fee or
the Ineligible Securityholder Late Consent Fee.

If the Extraordinary Resolution is passed (subject to the satisfaction of the
Eligibility Condition) and implemented, any Ineligible Securityholder Early
Consent Fee and/or the Ineligible Securityholder Late Consent Fee payable to
Ineligible Securityholders, will be paid on the Fee Payment Date in
immediately available funds delivered to the Clearing Systems for payment to
the cash accounts of the relevant Ineligible Securityholders in the Clearing
Systems. The deposit of such funds with the Clearing Systems will discharge
the obligation of the Issuer to all Ineligible Securityholders in respect of
the above amounts represented by such funds.

For the avoidance of doubt, an Electronic Voting Instruction which does not
specify whether or not it has been submitted by (or on behalf of) an
Ineligible Securityholder, shall be deemed to have been submitted on behalf of
an Eligible Securityholder.

By delivering, or arranging for the delivery on its behalf, of an Ineligible
Securityholder Instruction, an Ineligible Securityholder and any Direct
Participant (as defined below) submitting such Ineligible Securityholder
Instruction on such Ineligible Securityholder's behalf shall be deemed to
agree to, acknowledge, represent, warrant and undertake to the Issuer, the
Solicitation Agent, the Trustee and the Tabulation Agent the following (i) at
the time of submission of the Ineligible Securityholder Instruction, (ii) on
the Expiration Deadline and (iii) at the time of the Meeting and the time of
any adjourned such Meeting (if the holder of such Securities or the Direct
Participant is unable to give these acknowledgements, agreements,
representations, warranties and undertakings, such holder or Direct
Participant should contact the Tabulation Agent immediately):

(a)          Non-reliance:  it has undertaken an appropriate
analysis of the implications of the Extraordinary Resolution without reliance
on the Issuer, the Solicitation Agent or the Tabulation Agent;

(b)          Identity:  by blocking the relevant Securities in the
relevant Clearing System, it will be deemed to consent, in the case of a
Direct Participant, to have such Clearing System provide details concerning
its identity to the Tabulation Agent (and for the Tabulation Agent to provide
such details to the Issuer and the Solicitation Agent, and their respective
legal advisers);

(c)          Appointment of proxy:  it gives instructions for the
appointment of one or more representatives of the Tabulation Agent by the
Registrar as its proxy to abstain from voting in respect of the Extraordinary
Resolution at the Meeting (including any adjourned such Meeting) in respect of
all of the Securities in its account blocked in the relevant Clearing System;

(d)          Ratification:  it agrees to ratify and confirm each and
every act or thing that may be done or effected by the Issuer, any of its
directors or any person nominated by the Issuer in the proper exercise of his
or her powers and/or authority hereunder;

(e)          Further acts:  it agrees to do all such acts and things
as shall be necessary and execute any additional documents deemed by the
Issuer to be desirable, in each case to perfect any of the authorities
expressed to be given hereunder;

(f)           Compliance with applicable laws:  it has observed the
laws of all relevant jurisdictions, obtained all requisite governmental,
exchange control or other required consents, complied with all requisite
formalities, and paid any issue, transfer or other taxes or requisite payments
due from it in each respect in connection with its submission of instructions
in respect of the Extraordinary Resolution in any jurisdiction and it has not
taken or omitted to take any action which will or may result in the Issuer,
the Solicitation Agent, the Tabulation Agent or any other person acting in
breach of the legal or regulatory requirements of any such jurisdiction in
connection with the Extraordinary Resolution;

(g)          Successors and assigns:  all authority conferred or
agreed to be conferred pursuant to its acknowledgements, agreements,
representations, warranties and undertakings, and all of its obligations shall
be binding upon its successors, assigns, heirs, executors, trustees in
bankruptcy and legal representatives, and shall not be affected by, and shall
survive, its death or incapacity;

(h)          Information or recommendation:  none of the Issuer, the
Solicitation Agent, the Tabulation Agent or the Trustee or any of their
respective directors, officers, agents, affiliates or employees has given it
any information with respect to the Consent Solicitation save as expressly set
out in this Notice of Meeting nor has any of them expressed any opinion about
the terms of the Consent Solicitation or Extraordinary Resolution or made any
recommendation to it as to whether it should participate in the Consent
Solicitation and it has made its own decision with regard to submission of any
instructions in respect of the Extraordinary Resolution based on any legal,
tax or financial advice it has deemed necessary to seek and is assuming all
the risks inherent in participating in the Consent Solicitation;

(i)           Tax consequences:  no information has been provided
to it by the Issuer, the Solicitation Agent, the Tabulation Agent or the
Trustee, or any of their respective directors, officers, agents, affiliates or
employees, with regard to the tax consequences for holders of Securities
arising from the submission of instructions in respect of the Extraordinary
Resolution or the implementation of the Extraordinary Resolution or the
payment of any Ineligible Securityholder Early Consent Fee and/or Ineligible
Securityholder Late Consent Fee and it acknowledges that it is solely liable
for any taxes and similar or related payments imposed on it under the laws of
any applicable jurisdiction as a result of its submission of instructions in
respect of the Extraordinary Resolution or the implementation of any
Extraordinary Resolution and agrees that it will not and does not have any
right of recourse (whether by way of reimbursement, indemnity or otherwise)
against the Issuer, the Solicitation Agent, the Tabulation Agent or the
Trustee or any of their respective directors, officers, agents, affiliates or
employees, or any other person in respect of such taxes and payments;

(j)           Sanctions:  it is not a Sanctions Restricted Person;

(k)          Power and authority:  it has full power and authority
to deliver its Ineligible Securityholder Instruction;

(l)           Outstanding: the Securities the subject of the
Electronic Voting Instruction are not beneficially held by or on behalf of the
Issuer or any of its Subsidiaries;

(m)         Blocking of Securities:  it holds and will hold, until
the earlier of (i) the date on which its Ineligible Securityholder Instruction
is validly revoked, in the limited circumstances in which such revocation is
permitted (including the automatic revocation of such Ineligible
Securityholder Instruction on the termination of the Consent Solicitation), in
accordance with the terms of the Consent Solicitation and (ii) the conclusion
of the Meeting (or, if applicable, the adjourned Meeting), the relevant
Securities blocked in the relevant Clearing System and, in accordance with the
requirements of, and by the deadline required by, such Clearing System, it has
submitted, or has caused to be submitted, an Ineligible Securityholder
Instruction to such Clearing System to authorise the blocking of such
Securities with effect on and from the date of such submission so that no
transfers of such Securities may be effected;

(n)          Withdrawal or termination:  in the event of a
withdrawal or termination of the Consent Solicitation, the Ineligible
Securityholder Instructions with respect to the relevant Securities will be
deemed to be withdrawn, and the relevant Securities will be unblocked in the
Direct Participant's Clearing System account;

(o)          Accuracy of information:  the information given by or
on behalf of such Securityholder in the Ineligible Securityholder Instruction
is in all respects true, accurate and not misleading and will in all respects
be true, accurate and not misleading at the time of the implementation of the
Extraordinary Resolution;

(p)          Indemnity:  the Issuer, the Solicitation Agent, the
Trustee and the Tabulation Agent will rely on the truth and accuracy of the
foregoing acknowledgements, agreements, representations, warranties and
undertakings and such holder shall indemnify the Issuer, the Solicitation
Agent, the Trustee and the Tabulation Agent against all and any losses, costs,
claims, liabilities, expenses, charges, actions or demands which any of them
may incur or which may be made against any of them as a result of any breach
of any of the terms of, or any of the agreements, representations, warranties
and/or undertakings given in connection with the Extraordinary Resolution;

(q)          Terms and conditions: each Electronic Voting Instruction
is made in accordance with the terms and conditions set out in the Consent
Solicitation Memorandum;

(r)           Exclusive jurisdiction: it unconditionally and
irrevocably agrees for the benefit of the Issuer, the Solicitation Agent, the
Tabulation Agent and the Trustee that the courts of England are to have
exclusive jurisdiction to settle any disputes that may arise out of or in
connection with the Consent Solicitation, the Meeting and such Electronic
Voting Instruction and that accordingly any suit, action or proceedings
arising out of or in connection with the foregoing may be brought in such
courts; and

(s)           it acknowledges that the Solicitation Agent may (but
is not obliged to) submit Electronic Voting Instructions for its own account
as well as on behalf of other beneficial owners of the Securities.

The representation and undertaking set out at paragraph (j) above shall not
apply if and to the extent that it is or would be unenforceable by reason of
breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November
1996 (or any law or regulation implementing such Regulation in any member
state of the European Union) or Council Regulation (EC) No 2271/96 as it forms
part of the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

"Sanctions Authority" means the United States government, United Nations, the
United Kingdom, European Union (or any of its member states), any other
equivalent governmental or regulatory authority, institution or agency which
administers economic, financial or trade sanctions or the respective
governmental institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the US Department
of the Treasury, the United States Department of State, the United States
Department of Commerce and His Majesty's Treasury and the Foreign,
Commonwealth & Development Office.

"Sanctions Restricted Person" means each person or entity (a "Person"):

(i)     that is, or is directly or indirectly owned or controlled by a
Person that is, described or designated in (i) the most current "Specially
Designated Nationals and Blocked Persons" list (which as of the date hereof
can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii)
the most current Foreign Sanctions Evaders List (which as of the date hereof
can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or
(iii) the most current "Consolidated list of persons, groups and entities
subject to EU financial sanctions" (which as of the date hereof can be found
at:
https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en
(https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en)
or (iv) the most current UK Sanctions List (which as of the date hereof can be
found at: https://www.gov.uk/government/publications/the-uk-sanctions-list
(https://www.gov.uk/government/publications/the-uk-sanctions-list) ); or

(ii)     that is otherwise the subject or target of any sanctions
administered or enforced by any Sanctions Authority, other than solely by
virtue of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx
(http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx)
) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No.
833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"),
(iii) the current list of "Designated Persons: Russia" published by OFSI
(which as at the date hereof can be found at:
https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity
(https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity)
) or (iv) any other list maintained by a Sanctions Authority, with similar
effect to the SSI List or the EU Annexes.

Terms used above, but not defined herein, shall have the meanings given to
them in the Consent Solicitation Memorandum (unless the context required
otherwise).

General

Eligible Securityholders may obtain, from the date of this Notice, a copy of
the Consent Solicitation Memorandum from the Tabulation Agent, the contact
details for which are set out below. A Securityholder will be required to
produce evidence satisfactory to the Tabulation Agent as to his or her status
as an Eligible Securityholder and that he or she is a person to whom it is
lawful to send the Consent Solicitation Memorandum and to make an invitation
to participate in the Consent Solicitation under applicable laws before being
sent a copy of the Consent Solicitation Memorandum.

Copies of (i) the Trust Deed, this Notice of Meeting; and (ii) the current
draft of the Supplemental Trust Deed as referred to in paragraph ‎4 of the
Extraordinary Resolution, are also available for inspection by Securityholders
(a) on and from the date of this Notice of Meeting up to and including the
date of the Meeting, at the specified offices of the Tabulation Agent and the
Principal Paying and Conversion Agent during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) up to and including
the date of the Meeting and (b) at the Meeting and at the offices of Clifford
Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom for 15
minutes before the Meeting. Any revised versions of the draft Supplemental
Trust Deed made available as described above and marked to indicate changes to
the draft made available on the date of this Notice of Meeting will supersede
the previous draft of the Supplemental Trust Deed and Securityholders will be
deemed to have notice of any such changes.

The attention of Securityholders is particularly drawn to the procedures for
voting, quorum and other requirements for the passing of the Extraordinary
Resolution at the Meeting or any meeting held following any adjournment of the
Meeting, which are set out in the second paragraph of "Voting and Quorum"
below.  Having regard to such requirements, Securityholders are strongly
urged either to attend the Meeting or to take steps to be represented at the
Meeting (including by way of submitting Electronic Voting Instructions in
favour of the Proposal (all such terms as defined in the Consent Solicitation
Memorandum)) as soon as possible.

Voting and Quorum

Securityholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Electronic Voting
Instruction in respect of the Extraordinary Resolution, by which they will
have given instructions for the appointment of one or more representatives of
the Tabulation Agent by the Registrar as their proxy to attend and vote (as
specified in the relevant Electronic Voting Instruction) in respect of the
Extraordinary Resolution at the Meeting and any meeting held following any
adjournment of the Meeting, need take no further action to be represented at
the Meeting or any such adjourned meeting.

Securityholders who have not submitted or have submitted and subsequently
revoked (in the limited circumstances in which such revocation is permitted)
an Electronic Voting Instruction in respect of the Extraordinary Resolution
should take note of the relevant provisions set out below detailing how such
Securityholders can attend or take steps to be represented at the Meeting
(references to which, for the purpose of such provisions, include, unless the
context otherwise requires, any meeting held following any adjournment of the
Meeting).

1.            Subject as set out below, the provisions governing
the convening and holding of a meeting of the Securityholders are set out in
Schedule 3 to the Trust Deed, a copy of which is available for inspection by
the Securityholders as referred to above.

Each person (a "beneficial owner") who is the owner of a particular aggregate
principal amount of the Securities through Euroclear, Clearstream, Luxembourg
or a person who is shown in the records of Euroclear SA/NV ("Euroclear") or
Clearstream Banking S.A. ("Clearstream, Luxembourg") as a holder of the
Securities (a "Direct Participant"), should note that a beneficial owner will
only be entitled to attend and vote at the Meeting in accordance with the
procedures set out below and where a beneficial owner is not a Direct
Participant it will need to make the necessary arrangements, either directly
or with the intermediary through which it holds its Securities, for the Direct
Participant to complete these procedures on its behalf.

A Securityholder who wishes to attend and vote at the Meeting and any
adjourned such Meeting in person must produce at such Meeting a valid form of
proxy issued by the Registrar.

A Securityholder may obtain a form of proxy in respect of its Securities from
the Registrar by arranging for its Securities to be blocked in an account with
Euroclear or Clearstream, Luxembourg (unless the Security is the subject of a
block voting instruction which has been issued and is outstanding in respect
of the Meeting or any adjourned such Meeting) not less than 48 hours before
the time fixed for the Meeting (or, if applicable, any adjourned such Meeting)
and within the relevant time limit specified by Euroclear or Clearstream,
Luxembourg, as the case may be, upon terms that the Securities will not cease
to be so blocked until the first to occur of the conclusion of the Meeting or
any adjourned such Meeting and the surrender of the form of proxy to the
Registrar and notification by the Registrar to Euroclear or Clearstream,
Luxembourg, as the case may be, of such surrender or the compliance in such
other manner with the rules of Euroclear or Clearstream, Luxembourg, as the
case may be.

A Securityholder not wishing to attend and vote at the Meeting in person may
either deliver the form(s) of proxy to the person whom it wishes to attend on
its behalf or give a voting instruction (in the form of an electronic voting
instruction (an "Electronic Voting Instruction") in accordance with the
standard procedures of Euroclear and/or Clearstream, Luxembourg) to, and
require the Registrar to, include the votes attributable to its Securities in
a block voting instruction issued by the Registrar for the Meeting or any
adjourned such Meeting, in which case the Registrar shall appoint a proxy to
attend and vote at such Meeting in accordance with such Securityholder's
instructions.

If a Securityholder wishes the votes attributable to its Securities to be
included in a block voting instruction for the Meeting or any adjourned such
Meeting, then (i) the Securityholder must arrange for its Securities to be
blocked in an account with Euroclear or Clearstream, Luxembourg for that
purpose and (ii) the Securityholder or a duly authorised person on its behalf
must direct the Registrar as to how those votes are to be cast by way of an
Electronic Voting Instruction, not less than 48 hours before the time fixed
for the Meeting (or, if applicable, any adjourned such Meeting) and within the
time limit specified by Euroclear or Clearstream, Luxembourg, as the case may
be, upon terms that the Securities will not cease to be so blocked until the
first to occur of (i) the conclusion of the Meeting or any adjourned such
Meeting and (ii) not less than 48 hours before the time for which the Meeting
is convened, the notification in writing of any revocation of a
Securityholder's previous instructions to the Registrar and the same then
being notified in writing by the Registrar to the Issuer and the Trustee at
least 24 hours before the time appointed for holding the Meeting and such
Securities ceasing in accordance with the procedures of Euroclear or
Clearstream, Luxembourg, as the case may be, and with the agreement of the
Registrar to be held to its order or under its control, and that such
instruction is, during the period commencing 48 hours prior to the time for
which the Meeting or any adjourned such Meeting is convened and within the
time limit specified by Euroclear or Clearstream, Luxembourg, as the case may
be, and ending at the conclusion or adjournment thereof, neither revocable nor
capable of amendment.

Each Securityholder which arranges for an Electronic Voting Instruction to be
submitted must also confirm in such Electronic Voting Instruction whether it
is an Eligible Securityholder or an Ineligible Securityholder. Securityholders
voting pursuant to forms of proxy will also be required to confirm whether
they are an Eligible Securityholder or an Ineligible Securityholder.

For the above purposes, instructions given by Direct Participants to the
Tabulation Agent through Euroclear or Clearstream, Luxembourg will be deemed
to be instructions given to the Registrar.

2.            The quorum required for the Extraordinary Resolution
to be considered at the Meeting is one or more persons present and holding or
representing in the aggregate a clear majority of the aggregate principal
amount of the outstanding Securities.

In the event such quorum is not present within 15 minutes from the time
initially fixed for the Meeting, or if the Eligibility Condition is not
satisfied at the Meeting, the Meeting shall be adjourned until such date, not
less than 13 nor more than 42 days later, and place as may be appointed by the
chairman of the Meeting and approved by the Trustee.  At any such adjourned
Meeting one or more persons present and holding or representing the aggregate
principal amount of the outstanding Securities represented or held by the
voters actually present or represented at such adjourned Meeting shall form a
quorum.

Forms of proxy obtained and Electronic Voting Instructions given in respect of
the Meeting (unless revoked in accordance with the terms of the Trust Deed
and, in the case of Electronic Voting Instructions, in accordance with the
procedures of the Euroclear or Clearstream, Luxembourg, as the case may be)
shall remain valid for any such adjourned Meeting.

Securityholders should note these quorum requirements and should be aware
that, if the Securityholders either present or appropriately represented at
the Meeting are insufficient to form a quorum for the Extraordinary
Resolution, the Extraordinary Resolution cannot be formally considered at the
Meeting.  Securityholders are therefore encouraged either to attend the
Meeting in person or to arrange to be represented at the Meeting as soon as
possible.

3.            Every question submitted to the Meeting shall be
decided in the first instance by a show of hands and in case of equality of
votes the chairman of the Meeting shall both on a show of hands and on a poll
have a casting vote in addition to the vote or votes (if any) to which he may
be entitled as a holder of a voting certificate or as a proxy or as a
representative.

Unless a poll is (before, or on the declaration of the result of, the show of
hands) demanded by the chairman of the Meeting, the Issuer, the Trustee or one
or more persons representing 2 per cent. of the aggregate principal amount of
the Securities then outstanding, a declaration by the chairman of the Meeting
that a resolution has or has not been passed shall be conclusive evidence of
the fact without proof of the number or proportion of the votes cast in favour
of or against such resolution.

On a show of hands every person who is present in person and produces a voting
certificate or is a proxy or representative shall have one vote.  On a poll
every such person shall have one vote in respect of each £1 in aggregate
principal amount of the Securities represented by the voting certificate so
produced or in respect of which he or she is a holder, proxy or
representative.

4.            To be passed at the Meeting, the Extraordinary
Resolution requires a majority of not less than 75 per cent. of the votes cast
in respect of the Extraordinary Resolution. If passed, the Extraordinary
Resolution shall be binding on all Securityholders, whether or not present at
the Meeting at which it is passed and whether or not voting.

This Notice is given by Lloyds Banking Group plc.

Securityholders should contact the following for further information:

The Solicitation Agent

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

The Tabulation Agent

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Email: lloyds@is.kroll.com

Attention: Owen Morris

Website: https://deals.is.kroll.com/lloyds (https://deals.is.kroll.com/lloyds)

The Trustee

BNY Mellon Corporate Trustee Services Limited

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

The Registrar

The Bank of New York Mellon SA/NV, Luxembourg Branch

Vertigo Building - Polaris

2-4 rue Eugène Ruppert

L‑2453 Luxembourg

 

Dated: 11 May 2026

 LLOYDS BANKING GROUP PLC
 The Mound

 Edinburgh EH1 1YZ

 THE SOLICITATION AGENT
 Lloyds Bank Corporate Markets plc

 33 Old Broad Street

 London EC2N 1HZ

 United Kingdom

 Telephone number: +44 20 7158 1726 / 1719

 Attention: Liability Management

 Email: LBCMLiabilityManagement@lloydsbanking.com
 THE TABULATION AGENT
 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Email: lloyds@is.kroll.com

 Attention: Owen Morris

 Website: https://deals.is.kroll.com/lloyds (https://deals.is.kroll.com/lloyds)
 TRUSTEE
 BNY Mellon Corporate Trustee Services Limited

 160 Queen Victoria Street

 London EC4V 4LA

 United Kingdom
 REGISTRAR
 The Bank of New York Mellon SA/NV, Luxembourg Branch

 Vertigo Building - Polaris

 2-4 rue Eugène Ruppert

 L‑2453 Luxembourg
 LEGAL ADVISERS
 To the Issuer          To the Solicitation Agent
 Clifford Chance LLP    Linklaters LLP

 10 Upper Bank Street   20 Ropemaker Street

 Canary Wharf London    London EC2Y 9AR

 E14 5JJ                United Kingdom

 United Kingdom

 

 

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https://otp.tools.investis.com/clients/uk/lloyds_banking_group_plc3/rns/regulatory-story.aspx?cid=1273&newsid=1525054
(https://otp.tools.investis.com/clients/uk/lloyds_banking_group_plc3/rns/regulatory-story.aspx?cid=1273&newsid=1525054)

ISIN USG5533WAA56/US539439AC38 and ISIN US539439AE93/US539439AF68:
https://otp.tools.investis.com/clients/uk/lloyds_banking_group_plc3/rns/regulatory-story.aspx?cid=1273&newsid=1525055
(https://otp.tools.investis.com/clients/uk/lloyds_banking_group_plc3/rns/regulatory-story.aspx?cid=1273&newsid=1525055)

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