劳埃德银行(US ADR)美股招股说明书(2025-06-11版)

$1,250,000,000 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029 $500,000,000 Senior Callable Floating Rate Notes due 2029 $1,250,000,000 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036 The 4.818% senior callable fixed-to-fixed rate notes due 2029 (the “Senior Fixed Rate Notes”) will mature on June 13, 2029. TheSenior Fixed Rate Notes will bear interest from, and including, June 13, 2025 to, but excluding, June 13, 2028 (the “Senior Fixed RateNotes Reset Date”) at a fixed annual rate of 4.818%, payable semi-annually in arrears, on June 13 and December 13 of each year,commencing on December 13, 2025. From, and including, the Senior Fixed Rate Notes Reset Date, the Senior Fixed Rate Notes willbear interest at a fixed annual rate equal to the Senior Fixed Rate Notes U.S. Treasury Rate (as defined herein) as determined by theCalculation Agent (as defined herein) on the Senior Fixed Rate Notes Reset Determination Date (as defined herein), plus 0.830%,payable semi-annually in arrears, on December 13, 2028 and June 13, 2029. We will have the option in our sole discretion (but subjectto, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the RelevantRegulator and the Relevant Regulator granting us permission) to redeem, in whole, but not in part, the Senior Fixed Rate Notes onJune 13, 2028 at a redemption price equal to 100% of the principal amount of the Senior Fixed Rate Notes being redeemed plusaccrued and unpaid interest thereon, if any, to, but excluding, June 13, 2028. The senior callable floating rate notes due 2029 (the “Senior Floating Rate Notes”, and, together with the Senior Fixed RateNotes, the “Senior Notes”) will mature on June 13, 2029. Interest on the Senior Floating Rate Notes will be payable quarterly inarrears, on March 13, June 13, September 13 and December 13 of each year, beginning on September 13, 2025. The interest ratepayable on the Senior Floating Rate Notes will accrue from, and including, June 13, 2025 at a floating rate equal to the sum of theSOFR Index Average, reset quarterly plus 1.060% per annum, subject to the Minimum Rate (as defined herein). We will have theoption in our sole discretion (but subject to, if and to the extent then required by the Relevant Regulator or the Loss AbsorptionRegulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) to redeem, in whole, butnot in part, the Senior Floating Rate Notes on June 13, 2028 at a redemption price equal to 100% of the principal amount of the SeniorFloating Rate Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, June 13, 2028. In addition to our option to redeem the Senior Notes, we may (subject to, if and to the extent then required by the RelevantRegulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting uspermission) also redeem the Senior Notes, in whole, but not in part, at any time at 100% of their principal amount plus accrued andunpaid interest thereon, if any, upon the occurrence of certain tax or regulatory events described in this prospectus supplement andaccompanying prospectus. See “Description of the Notes—Senior Notes— Conditions to redemption and purchase, etc.”. The 6.068% fixed rate reset dated subordinated Tier 2 notes due 2036 (the “Subordinated Notes,” and, together with the SeniorNotes, the “Notes”) will mature on June 13, 2036. The Subordinated Notes will bear interest from, and including, June 13, 2025 to, butexcluding, June 13, 2035 (the “Subordinated Notes Reset Date”), at a fixed rate of 6.068% per annum, payable semi-annually inarrears, on June 13 and December 13 of each year, commencing on December 13, 2025, and from, and including, the SubordinatedNotes Reset Date to, but excluding, the maturity date (the “Subordinated Notes Reset Period”), at a rate per annum calculated by theCalculation Agent on the Subordinated Notes Reset Determination Date (as defined below) as being equal to the sum of theSubordinated Notes U.S. Treasury Rate (as defined herein) and 1.600%, such sum being converted to a semi-annual rate in accordancewith market convention (rounded to three decimal places, with 0.0005 rounded down) (the “Subordinated Notes Reset Rate ofInterest”). Interest will be payable semi-annually in arrears on June 13 and December 13 of each year, commencing on December 13,2025 to, and including, maturity. We will have the option in our sole discretion (but subject to, if and to the extent then required by theRelevant Regulator or the Applicable Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting uspermission) to redeem the Subordinated Notes, in whole, but not in part, on June 13, 2035 at a redemption price equal to 100% of theprincipal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest