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EMTN Base Prospectus 17 June 2021

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EMTN Base Prospectus 17 June 2021 PROSPECTUS Dated 17 June 2021 LLOYDS BANKING GROUP plc (incorporated in Scotland with limited liability with registered number 95000) £25,000,000,000 Euro Medium Term Note Programme This Prospectus (the “Prospectus”) is issued in connection with the Programme (as defined below). Save where otherwise specified in the applicable Final Terms, any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in issue. Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), Lloyds Banking Group plc (the “Company”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed £25,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. Notes to be issued under the Programme may comprise (i) unsubordinated Notes (“Senior Notes”) and (ii) Notes which are subordinated as described herein and have terms capable of qualifying as Tier 2 Capital (as defined in “Terms and Conditions of the Notes”) (the “Dated Subordinated Notes”). Application has been made to the Financial Conduct Authority (the “FCA”) under Part VI of the Financial Services and Markets Act 2000 (the “FSMA”) for Notes issued under the Programme (other than PR Exempt Notes (as defined below)) for the period of twelve months from the date of this Prospectus to be admitted to the Official List of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Main Market (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK MiFIR”). Application has also been made for PR Exempt Notes issued under the Programme to be admitted to trading on the International Securities Market (the “ISM”) of the London Stock Exchange. The ISM is not a UK regulated market for the purposes of UK MiFIR. The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the FCA. The London Stock Exchange has not approved or verified the contents of this Prospectus. The Programme provides that PR Exempt Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets (other than a stock exchange or market which is a UK regulated market for the purposes of UK MiFIR) as may be agreed between the Company and the relevant Dealer. The Company may also issue unlisted PR Exempt Notes and/or PR Exempt Notes not admitted to trading on any stock exchange or market. In the case of PR Exempt Notes, the applicable Pricing Supplement (as defined below) will state whether or not the relevant Notes will be so listed and/or admitted to trading and, if so, the market on which such Notes are admitted to trading. The applicable Final Terms (as defined herein) or Pricing Supplement (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange). References in this Prospectus to “PR Exempt Notes” are to Notes for which no prospectus is required to be published pursuant to the UK Prospectus Regulation (as defined herein). Information contained in this Prospectus regarding PR Exempt Notes shall not be deemed to form part of this Prospectus and the FCA acting under Part VI of the FSMA has neither approved nor reviewed information contained in this Prospectus in connection with the offering and sale of PR Exempt Notes. In the case of PR Exempt Notes, notice of the aforesaid information which is applicable to each Tranche (as defined herein) will be set out in a pricing supplement document (“Pricing Supplement”). Accordingly, in the case of PR Exempt Notes, each reference in this Prospectus to information being specified or identified in the applicable Final Terms shall be read and construed as a reference to such information being specified or identified in the applicable Pricing Supplement, unless the context requires otherwise. This Prospectus has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation; such approval should not be considered as (a) an endorsement of the Company; or (b) an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Each Tranche of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note” and, together with the temporary Global Notes, the “Global Notes”). Notes in registered form may also be issued. The minimum specified denomination of the Notes shall be at least the greater of (i) €100,000 (or its equivalent in another currency as at the date of issue of the Notes) or (ii) the minimum amount allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Specified Currency of the Notes. As at the date of this Prospectus: (i) long-term senior obligations of the Company are rated “BBB+” by S&P Global Ratings UK Limited (“S&P”), “A3” by Moody’s Investors Service Ltd. (“Moody’s”) and “A” by Fitch Ratings Ltd (“Fitch”) and (ii) short-term senior obligations of the Company are rated “A-2” by S&P, “P-2” by Moody’s and “F1” by Fitch. Each of S&P, Fitch and Moody’s is established in the United Kingdom (the “UK”) and is registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the “UK CRA Regulation”). Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued or endorsed by a credit rating agency established in the UK and registered under the UK CRA Regulation will be disclosed in the applicable Final Terms or Pricing Supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Prospectus will be valid as a base prospectus under the UK Prospectus Regulation for 12 months from 17 June 2021. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes. Prospective investors in Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. It is the responsibility of prospective investors to ensure that they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax, accounting and other business evaluation of the merits and risks of investing in the Notes and are not relying on the advice of the Company, the Trustee (as defined herein) or any Dealer (as defined herein) in that regard. Arranger BofA Securities Co-arranger Lloyds Bank Corporate Markets Dealers Barclays BofA Securities BNP PARIBAS Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Daiwa Capital Markets Europe Deutsche Bank DZ BANK AG Goldman Sachs International HSBC J.P. Morgan Lloyds Bank Corporate Markets Mizuho Securities Morgan Stanley NatWest Markets Nomura RBC Capital Markets SMBC Nikko Standard Chartered Bank UBS Investment Bank UniCredit Wells Fargo Securities This Prospectus comprises a base prospectus for the purposes of the UK Prospectus Regulation. When used in this Prospectus, “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended), and “UK Prospectus Regulation” means the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. The Company accepts responsibility for the information contained in this Prospectus and the applicable Final Terms or Pricing Supplement (as applicable) for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Company the information contained in this Prospectus, the applicable Final Terms or Pricing Supplement (as applicable) is in accordance with the facts and the Prospectus as completed by the applicable Final Terms or the Pricing Supplement (as applicable) does not omit anything likely to affect the import of such information.
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