Consent Solicitation Results Announcement

Lloyds Banking Group PLC

02 June 2026

 

NOT FOR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

2 June 2026

LLOYDS BANKING GROUP PLC

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

Legal Entity Identifier (LEI: 549300PPXHEU2JF0AM85)

 (the "Issuer")

NOTICE OF RESULTS OF MEETING

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

On 11 May 2026, the Issuer announced an invitation to Securityholders to consider and, if thought fit, to approve the proposal to align the subordination provisions of the Securities with the corresponding provisions contained in the Issuer's other additional tier 1 issuances which are expected to be outstanding as at 1 July 2026 (the "Proposal") by Extraordinary Resolution, as set out in the consent solicitation memorandum dated 11 May 2026 (the "Consent Solicitation Memorandum"). Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.

RESULTS OF THE MEETING

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Securityholders that the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied and accordingly the Conditions of the Securities will be amended in accordance with the Extraordinary Resolution and the Supplemental Trust Deed will be executed on or about the date hereof. 

Outstanding Principal Amount	Result
£750,009,000	91.52% of votes cast of a quorum of 89.97% at the Meeting were in favour of the Extraordinary Resolution

The Early Consent Fee and the Late Consent Fee (as applicable) will be paid by the Issuer no later than the fifth business day following the Implementation Date which is expected to be on 2 June 2026.

Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agent and the Tabulation Agent:

Lloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom Telephone number: [phone] / 1719 Attention: Liability Management Email: [e-mail]

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Email: [e-mail] Attention: Owen Morris Website: https://deals.is.kroll.com/lloyds

DISCLAIMER:  This announcement must be read in conjunction with the Consent Solicitation Memorandum.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. The Solicitation Agent and the Tabulation Agent do not accept any responsibility for the contents of this announcement or the Consent Solicitation Memorandum. 

 

END