Tier 2 Exchange Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO 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 OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW)

1 December 2011

LLOYDS TSB BANK PLC

ANNOUNCES AN INVITATION TO EXCHANGE EXISTING CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND STERLING CAPITAL SECURITIES FOR NEW CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND STERLING SUBORDINATED NOTES

Lloyds TSB Bank plc (the "Issuer") has today invited on behalf of itself and all other subsidiaries and subsidiary undertakings of Lloyds Banking Group plc (together the "Lloyds Banking Group Companies" and, together with Lloyds Banking Group plc, the "Group") all Holders (subject to the Offer Restrictions referred to below) of the existing hybrid capital securities listed below (the "Existing Notes") to Offer to Exchange, on the terms and subject to conditions set out in the Exchange Offer Memorandum dated 1 December 2011 (the "Exchange Offer Memorandum"), any or all of their Existing Notes for the new notes listed below (the "New Notes").

Copies of the Exchange Offer Memorandum are available from the Dealer Managers and the Exchange Agents as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.

RATIONALE AND FUTURE CALL POLICY

The Group is undertaking an exchange offer on its Tier 2 capital securities which are eligible for call in 2012, with the exception of those already being treated on an economic basis.

This decision has been taken (i) in light of ongoing market volatility and regulatory uncertainty and (ii) as a consequence of the effects of a prohibition on capital calls which was imposed on the Group as part of the restructuring plan mandated by the European Commission following the receipt of state aid by the Group during 2009.

The Exchange Offer also provides the Group with an opportunity to improve the quality of the Group's capital base.

It is the intention of the Group that all decisions to exercise calls on any Existing Notes (the securities targeted in this exchange offer) that remain outstanding after 31 January 2012, will be made with reference to the prevailing regulatory, economic, and market conditions at the time.

No decisions have been made with regards to other callable capital securities, aside from those where the Group has made statements in the context of its prior liability management exercises.

THE EXCHANGE OFFER

The Existing Notes

The Existing Notes (which comprise Upper and Lower Tier 2 Capital of the relevant issuer) and the main commercial terms of the Exchange Offer may be summarised as follows:

Holders whose Existing Notes are accepted for Exchange will also receive any applicable Accrued Interest Payments and Cash Rounding Amounts.

The New Notes

The New Notes (which will comprise Lower Tier 2 capital of the Issuer) are comprised as follows:

The Australian Dollar New Notes will be issued in a single denomination of A$1,000; the Canadian Dollar New Notes will be issued in denominations of C$1,000, and higher integral multiples of C$1,000 in excess thereof; the Euro New Notes will be issued in denominations of €1,000, and higher integral multiples of €1,000 in excess thereof; the Sterling New Notes will be issued in denominations of £1,000, and higher integral multiples of £1,000 in excess thereof; and the U.S. Dollar New Notes will be issued in denominations of U.S.$1,000, and higher integral multiples of U.S.$1,000 in excess thereof. Application will be made for the New Notes to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market pursuant to the Issuer's EMTN Programme.

Offers to Exchange

Holders of Existing Notes should refer to the detailed terms of the Exchange Offer Memorandum in order to ascertain how to validly Offer to Exchange their Existing Notes in accordance with the terms of the Exchange Offer and the requirements of the relevant Clearing System(s).

Offers to Exchange must be made to each of the Lloyds Banking Group Companies but, if accepted in relation to Existing Notes of a particular Series, will only be accepted in relation to that Series by the relevant Lloyds Banking Group Company specified in the relevant Pricing and Results Announcement. Notwithstanding any other provision of the Exchange Offer Memorandum, whether any Lloyds Banking Group Company accepts any or all Offers to Exchange from Holders is at its sole and absolute discretion and the relevant Lloyds Banking Group Company may decide not to accept Offers to Exchange for any reason.

If, in respect of any Series of Existing Notes, any Lloyds Banking Group Company accepts any valid Offers to Exchange, it intends to accept all valid Offers to Exchange in respect of such Series received by the relevant Exchange Agent prior to the Expiration Time.

Holders of Australian Dollar Existing Notes shall only be entitled to Offer to Exchange such Australian Dollar Existing Notes for Australian Dollar New Notes. Holders of Canadian Dollar Existing Notes shall only be entitled to Offer to Exchange such Canadian Dollar Existing Notes for Canadian Dollar New Notes. Holders of Euro Existing Notes shall only be entitled to Offer to Exchange such Euro Existing Notes for Euro New Notes. Holders of Sterling Existing Notes shall only be entitled to Offer to Exchange such Sterling Existing Notes for Sterling New Notes. Holders of U.S. Dollar Existing Notes shall only be entitled to Offer to Exchange such U.S. Dollar Existing Notes for U.S. Dollar New Notes.

Holders whose Existing Notes Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions.

None of the Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange Agents (or their respective directors, employees or affiliates) makes any recommendation as to whether or not Holders should Offer to Exchange their Existing Notes.

Minimum Existing Holding

No Offer to Exchange Existing Notes will be accepted by any Lloyds Banking Group Company unless such Offer to Exchange relates to a sufficient principal amount of such Existing Notes (the "Minimum Existing Holding") which when multiplied by the relevant Exchange Ratio is at least equal to A$500,000, in the case of the Australian Dollar New Notes, C$100,000, in the case of the Canadian Dollar New Notes, €50,000, in the case of the Euro New Notes, £50,000, in the case of the Sterling New Notes, or U.S.$75,000, in the case of the U.S. Dollar New Notes.

Exchange Ratio

The Exchange Ratio applicable to a Series of Existing Notes will be calculated as the ratio (rounded down to six decimal places) resulting from the division of the relevant Exchange Price for such Series of Existing Notes (as described in the table entitled "Details of Existing Notes" in the Exchange Offer Memorandum) by the relevant New Notes Price. Holders who validly Offer to Exchange their Existing Notes at or prior to the Expiration Time and whose Offer to Exchange is accepted will receive relevant New Notes in an amount (rounded down to the nearest A$1,000, C$1,000, €1,000, £1,000 or U.S.$1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio.

If, as a result of the application of the relevant Exchange Ratio, a Holder would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of A$1,000, C$1,000, €1,000, £1,000 or U.S.$1,000, as applicable, the relevant Lloyds Banking Group Company will pay, or procure that there is paid, in cash in the currency of the relevant New Notes to that Holder on the Settlement Date the Cash Rounding Amount, which is the amount equal to (i) the fractional portion of such aggregate principal amount that is not such an integral multiple, multiplied by (ii) the relevant New Notes Price (rounded to the nearest A$0.01, C$0.01, €0.01, £0.01 or U.S.$0.01, as applicable, with half a cent or penny, as the case may be, being rounded upwards).

New Notes Price and New Notes Initial Coupon

The New Notes Price and the New Notes Initial Coupon in respect of each series of New Notes will be calculated in accordance with market convention by reference to the relevant New Notes Yield, which is the sum of the relevant New Notes Spread and the relevant Mid-Swap Rate (the sum of which will be expressed on an annualised basis in the case of Sterling New Notes and the U.S. Dollar New Notes). The relevant Mid-Swap Rate will be determined at the relevant Pricing Time.

The New Notes Yield is intended to reflect the yield to the relevant Optional Redemption Date of the relevant New Notes on the Settlement Date. The New Notes Initial Coupon will be equal to the New Notes Yield, rounded down to the nearest 0.125 per cent. in accordance with market convention.

The New Notes Price shall be as close as possible to 100 per cent. of the nominal amount of the New Notes, adjusted to allow for rounding down of the New Notes Initial Coupon as aforesaid, rounded to the nearest 0.001 per cent. (with 0.0005 rounded upwards).

Indicative Timetable of Events

The times and dates below are indicative only. The below times and dates are subject, where applicable, to the right of the Issuer to extend, re-open, amend, waive any condition of, terminate and/or withdraw the Exchange Offer (subject to applicable law and as provided in the Exchange Offer Memorandum). Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

General

The Issuer, on behalf of the Lloyds Banking Group Companies, may, in its sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver (if permitted) and/or termination will be announced wherever applicable as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Electronic Instruction Notices, CDS Exchange Instructions and Australian Offer Letters will be irrevocable once submitted, except in the limited circumstances described in the section entitled "Terms of the Exchange Offer - 11. Revocation" on page 49 of the Exchange Offer Memorandum.

Holders are advised to check with any bank, securities broker, clearing system or other intermediary through which they hold their Existing Notes whether such intermediary applies different deadlines for any of the events specified in the Exchange Offer Memorandum, and then to allow for such deadlines if the deadlines set by such persons are prior to the deadlines set out in the Exchange Offer Memorandum.

Holders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer.

Unless stated otherwise, announcements will be made by the Issuer (i) by the issue of a press release to a Notifying News Service, (ii) in relation to the Euro Existing Notes, the Sterling Existing Notes and the U.S. Dollar Existing Notes, by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants, (iii) in relation to the Australian Dollar Existing Notes, by the Australian Exchange Agent on behalf of the Issuer through a Notifying News Services (expected to be Reuters or Bloomberg), (iv) in relation to the Canadian Dollar Existing Notes, by the delivery by CDS of a CDS Notice and (v) through RNS and Luxembourg Stock Exchange Notices, and may also be found on the relevant Reuters International Insider Screen. Holders are hereby informed that significant delays may be experienced in publishing notices through the Clearing Systems. Holders are urged to contact the Dealer Managers or the Exchange Agents at the telephone numbers specified below for the relevant announcements during the Exchange Offer Period. All announcements will be made available upon release at the offices of the Exchange Agents.

DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Dealer Managers, the Exchange Agents or the Issuer makes any recommendation as to whether Holders should offer Existing Notes for exchange pursuant to the Exchange Offer.

OFFER RESTRICTIONS

The Exchange Offer Memorandum does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such offer or invitation under applicable laws. The distribution of the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Exchange Offer Memorandum comes are required by each of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the Exchange Agents to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Lloyds Banking Group Companies, the Dealer Managers or the Exchange Agents that would constitute a public offering of the New Notes other than the preparation of the Exchange Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for purposes of making the Exchange Offer in Switzerland. The Exchange Offer comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as Holders must Offer to Exchange at least the relevant Minimum Existing Holding (as defined herein).

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. Accordingly, copies of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Notes cannot be Offered for Exchange by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a U.S. person, a resident of the United States or from the United States or from any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of the Exchange Offer Memorandum is limited to the Exchange Offer, and the Exchange Offer Memorandum may not be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Notes participating in the Exchange Offer will represent that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the Exchange Offer from the United States nor is it a U.S. person or an agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person.

European Economic Area

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), the Exchange Offer Memorandum is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in any Member State of the European Economic Area (the "EEA"), which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce an Exchange Offer Memorandum for offers of New Notes. Accordingly, any person making or intending to make any offer within the EEA of New Notes which are the subject of the offer contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Issuer or the Dealer Managers to produce an Exchange Offer Memorandum pursuant to Article 3 of the Prospectus Directive or supplement an Exchange Offer Memorandum pursuant to and in accordance with Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer Managers have authorised, nor do they authorise, the making of any offer (i) of any New Notes in circumstances in which an obligation arises for the Issuer or the Dealer Managers to publish or supplement an Exchange Offer Memorandum for such offers; or (ii) of New Notes through any financial intermediary, other than offers made by the Dealer Manager which constitute the offering of the New Notes contemplated in the Exchange Offer Memorandum.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any New Notes under the offer contemplated in the Exchange Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and each Lloyds Banking Group Company that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of any New Notes acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, (i) the New Notes acquired by it in the offers have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Dealer Managers has been given to the offer or resale; or (ii) where the New Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Notes to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an "offer" in relation to any New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the "Australian Corporations Act")) in relation to the Exchange Offer or any Existing Notes or New Notes has been, or will be, lodged with the Australian Securities and Investments Commission ("ASIC") and the Exchange Offer Memorandum does not comply with either Part 6D.2 or Part 7.9 of the Australian Corporations Act. Each Dealer Manager has represented and agreed that, it:

(a) has not made or invited, and will not make or invite, an offer of the New Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

(b) has not distributed or published, and will not distribute or publish, the Exchange Offer Memorandum or any other offering material or advertisement relating to the New Notes in Australia,

unless:

(i) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in an alternative currency and disregarding monies lent by the Issuer or its associates) or the offer or invitation does not otherwise require disclosure to investors under Part 6D.2 or Part 7.9 of the Australian Corporations Act;

(ii) the offer or invitation does not constitute an offer to a "retail client" for the purposes of section 761G of the Australian Corporations Act;

(iii) such action complies with any other applicable laws, regulations and directives in Australia; and

(iv) such action does not require any document to be lodged with ASIC.

Each person who accesses or views the Exchange Offer Memorandum will be deemed to have represented to each Lloyds Banking Group Company and the Dealer Managers that it is not located or resident in Australia or, if it is located or resident in Australia, it is a professional investor as defined in section 9 of the Australian Corporations Act or a wholesale client as defined in section 761G of the Australian Corporations Act or otherwise a person to whom an offer may be made without disclosure under Part 6D.2 or Part 7.9 of the Australian Corporations Act.

Canada

The Exchange Offer Memorandum is not, and under no circumstances is to be construed as, an advertisement or a public offering of the securities referred to herein in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon the Exchange Offer Memorandum or the merits of the securities described herein and any representation to the contrary is an offence.

Any distribution of the New Notes in Canada is being made on a private placement basis only and is exempt from the requirement that the Issuer prepare and file a prospectus with the relevant Canadian securities regulatory authorities. The Issuer currently does not intend to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of any New Notes to the public in any province or territory of Canada. Accordingly, any resale of such securities must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and registration requirements or exemptions therefrom; these resale restrictions may in some circumstances apply to resales outside of Canada. Canadian Holders of New Notes are advised to seek legal advice prior to any resale of such securities.

Each Canadian Holder of Existing Notes who Offers to Exchange any or all such Existing Notes for New Notes will be deemed to have represented to each Lloyds Banking Group Company and the Dealer Managers that:

(a) it acknowledges the resale restrictions described above;

(b) where required by law, it is acting as principal, or is deemed to be acting as principal in accordance with applicable securities laws of the Province or Territory in which it is resident, for its own account and not as agent for the benefit of another person;

(c) it, or any ultimate Holder for which it is acting as agent, is entitled under applicable Canadian securities laws to exchange its Existing Notes for New Notes without the benefit of a prospectus qualified under such securities laws, is an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106"), and is not a person created or used solely to purchase or hold the New Notes as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106;

(d) any trade (including an Offer to Exchange) in the Existing Notes or the New Notes is through a dealer that is appropriately registered in the relevant Canadian jurisdiction or pursuant to an exemption from the dealer registration requirements under applicable Canadian securities laws;

(e) it has been notified that the Issuer may be required to provide certain personal information pertaining to it as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including its name, address, telephone number and the number and value of the securities acquired), which Form 45-106F1 may be required to be filed by the Issuer under NI 45-106; and

(f) it acknowledges that its name, address, telephone number and other specified information may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By its Offer to Exchange any or all of its Existing Notes, each Canadian Holder of Existing Notes will consent to the disclosure of such information and; it further acknowledges that (i) such personal information may be delivered to the Ontario Securities Commission (the "OSC") in accordance with NI 45-106; (ii) such personal information is collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario; (iii) such personal information is collected for the purposes of the administration and enforcement of the securities legislation of Ontario; (iv) the public official in Ontario who can answer questions about the OSC's indirect collection of such personal information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, telephone: (416) 593-3684, and each such Holder has authorised the indirect collection of the personal information by the Canadian securities regulatory authorities.

Italy

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations, and therefore the Exchange Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of 24 February 1998, as amended (the "Financial Services Act").

Accordingly, the Exchange Offer is not addressed to, and neither the Exchange Offer Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Exchange Offer can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:

(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "Consob Regulation") acting on their own account; or

(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the Consob Regulation.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of any Lloyds Banking Group Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers/Autoriteit financiële diensten en markten") and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

This Exchange Offer is not being made, directly or indirectly, to the public in France. Neither the Exchange Offer Memorandum nor any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in the France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. The Exchange Offer Memorandum has not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

Switzerland

The section entitled "Selling Restrictions - Switzerland" on pages 163 and 164 of the Base Prospectus shall not apply to the Exchange Offer.

General

The Dealer Managers, the Trustee and the Exchange Agents (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding the Exchange Offer Memorandum or the Exchange Offer. Each Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange Agents makes any recommendation as to whether or not Holders should participate in the Exchange Offer.

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Lloyds Banking Group Companies by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.