Notice of Meeting
Summary by AI BETAClose X
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], 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 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); 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) (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) 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
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
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LLOYDS BANKING GROUP PLC |
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The Mound Edinburgh EH1 1YZ
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THE SOLICITATION AGENT |
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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 |
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THE TABULATION AGENT |
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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 |
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TRUSTEE |
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BNY Mellon Corporate Trustee Services Limited 160 Queen Victoria Street London EC4V 4LA United Kingdom |
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REGISTRAR |
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The Bank of New York Mellon SA/NV, Luxembourg Branch Vertigo Building - Polaris 2-4 rue Eugène Ruppert L‑2453 Luxembourg |
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LEGAL ADVISERS |
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To the Issuer |
To the Solicitation Agent |
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Clifford Chance LLP 10 Upper Bank Street Canary Wharf London E14 5JJ United Kingdom |
Linklaters LLP 20 Ropemaker Street London EC2Y 9AR United Kingdom |
[1] ISIN GB00B3KS9W93 and ISIN GB00B3KSB238: 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
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