劳埃德银行(US ADR)美股招股说明书(2025-02-24版)

The information in this preliminary prospectus supplement is not complete and may be changed.A registration statementrelating to these securities has been filed with the Securities and Exchange Commission and has become effective. Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor are they soliciting an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted.Filed pursuant to Rule 424(b)(2) Registration No. 333-265452 PRELIMINARY PROSPECTUS SUPPLEMENT(to prospectus dated June 7, 2022) Lloyds Banking Group plc£Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities(Callable June, 2030 and every five years thereafter) The £fixed rate reset additional tier 1 perpetual subordinated contingent convertible securities (callable June, 2030 and every five yearsthereafter) (the “Additional Tier 1 Securities”) are perpetual securities with no maturity date.From and including February, 2025 (the “IssueDate”) to but excluding June, 2030 (the “First Reset Date”), interest will accrue on the Additional Tier 1 Securities at an initial rate equal to%per annum. The First Reset Date and every fifth anniversary thereafter shall be a “Reset Date”. From and including each Reset Date to but excludingthe next succeeding Reset Date, interest will accrue on the Additional Tier 1 Securities at a rate per annum calculated by the Calculation Agent on therelevant Reset Determination Date as being equal to the sum of the applicable Reset Reference Rate in respect of the relevant Reset Period (expressedas a rate per annum) and%, such sum being converted to a quarterly rate in accordance with market convention (rounded to three decimal places,with 0.0005 rounded down). Subject to the conditions as described further below, we will pay interest, if any, quarterly in arrear on March,June, Septemberand Decemberof each year, commencing on June, 2025 (long first interest period) (each, an “Interest PaymentDate”). The regular record dates for the Additional Tier 1 Securities will be the close of business of the relevant Clearing System on the ClearingSystem Business Day (as defined herein) immediately preceding each Interest Payment Date (or, if the Additional Tier 1 Securities are held indefinitive form, the fifteenth calendar day preceding each Interest Payment Date, whether or not such day is a Business Day, in each case, the“Record Date”). We may redeem the Additional Tier 1 Securities in whole, but not in part, at 100% of their principal amount, together with any accrued andunpaid interest on the Additional Tier 1 Securities, excluding any interest which has been canceled or deemed to be canceled in accordance with theterms of the Additional Tier 1 Securities, to, but excluding, the date fixed for redemption, (i) upon the occurrence of certain tax events or (ii) upon theoccurrence of certain regulatory events, subject, in each case, to the conditions described in this prospectus supplement. The Additional Tier 1Securities will also be redeemable in whole, but not in part, at our option and in our sole discretion on the First Reset Date or on any Reset Datethereafter at 100% of their principal amount, together with any accrued and unpaid interest on the Additional Tier 1 Securities, excluding any interestwhich has been canceled or deemed to be canceled in accordance with the terms of the Additional Tier 1 Securities, to, but excluding, the date fixedfor redemption. Any such redemption shall, among other requirements, be subject to the receipt of permission from the Relevant Regulator, asdescribed in this prospectus supplement. The Additional Tier 1 Securities will constitute our direct, unsecured, unguaranteed and subordinated obligations, rankingpari passuwithoutany preference among themselves. The rights and claims of the holders and beneficial owners against LBG in respect of, or arising from, theAdditional Tier 1 Securities (including any damages, if payable) will be subordinated to the claims of our Senior Creditors (as defined herein, andincludes certain claims in respect of subordinated liabilities). As described in this prospectus supplement, upon the occurrence of a Trigger Event (as defined herein), an Automatic Conversion (asdefined herein) will occur and all of our obligations under the Additional Tier 1 Securities shall be irrevocably and automatically released inconsideration of our issuance and delivery of the Settlement Shares (as defined herein). The Additional Tier 1 Securities are not intended to be sold and should not be sold to retail clients as defined in the U.K. FinancialConduct Authority Conduct of Business Sourcebook (“COBS”) rule 3.4, as amended or replaced from time to time. Prospective investors arereferred to the section headed “Important Information—Prohibition on marketing and sales to retail investors” commencing on page S-4 of thisprospectus supplement. Singapore Securities and Future