Exhibit 1.1
LLOYDS BANKING GROUP PLC
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SENIOR DEBT
UNDERWRITING AGREEMENT
DATED: JUNE 30, 2016
LLOYDS
BANKING GROUP plc
Underwriting Agreement
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Lloyds Securities Inc.
1095 Avenue of the Americas
New York, NY 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
As Representatives of the several Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
$1,000,000,000 3.100% Senior Notes due
2021
June 30, 2016
Ladies and Gentlemen:
From time to time Lloyds Banking Group plc,
a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to
enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”
with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the
Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the
“Securities”).
The terms of, and rights attached to, any
particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a senior
debt securities indenture (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee
(“Trustee”). The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing
Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate
the Pricing Agreement.
1. Particular sales of the Securities
may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them, for whom the firms designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as
sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its
or their representatives. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation of the Company
to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase, or procure purchasers for, any
of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. Each Pricing Agreement
shall specify the aggregate principal amount of such Securities, any option to purchase additional Securities, the initial public
offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of
such Securities, the names of the Representatives of such Underwriters and the principal amount of such Securities to be purchased
by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date, time and manner of delivery of
such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and
the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus with respect thereto) the
terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts), and may be evidenced by
an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
The Company has prepared and filed with
the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”
as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No.
333-211791), including any post-effective amendment thereto required to be filed by the Commission, and related preliminary prospectus
for the registration of, among other securities, certain debt securities of the Company, including the Securities, in accordance
with the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3,
as amended to the date on which it became effective prior to the date of this Agreement (including any prospectus supplement relating
to the Securities and any other information, if any, deemed to be part of such registration statement pursuant to Rule 430B of
the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated
by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”,
respectively, except that (i) if any revised prospectus or prospectus supplement shall be provided to the Underwriters
by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission
at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the
Company pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus” shall refer to such revised
prospectus or include such prospectus supplement, as the case may be, from and after the time such revised prospectus or prospectus
supplement is first provided to the
Underwriters for such use, and (ii) if the Company files any
documents pursuant to Section 13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”),
after the Registration Statement became effective and prior to the termination of the offering of the Securities by the Underwriters,
which documents are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into
the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus” shall refer to said
prospectus as modified to include the documents so filed from and after the time said documents are filed with or furnished to
the Commission. The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including any
preliminary prospectus supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set forth in
Rule 405 of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” means (i) any material that
satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations and (ii) any roadshow presentation, including any Bloomberg
roadshow presentation. The term “Disclosure Package” means (i) the Preliminary Prospectus, if any, and otherwise
the Prospectus, (ii) any Issuer Free Writing Prospectuses identified in Annex II hereto, (iii) the final term sheets prepared and
filed pursuant to Section 5(d) of this Agreement (the “Term Sheets”) and (iv) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable Time” means
the time specified in the Pricing Agreement on the date hereof or such other time as agreed by the Company and the Representatives.
2. The Company represents and warrants
to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as of the Time of Delivery
referred to in Section 4 hereof that:
(a) An “automatic shelf registration
statement” (as defined in Rule 405 under the 1933 Act ) on Form F-3 in respect of the Securities (File No. 333-211791), and
any post-effective amendment thereto, (i) has been prepared by the Company in conformity with the requirements of the 1933 Act
Regulations, (ii) has been filed with the Commission under the 1933 Act not earlier than the date that is three years prior to
the Time of Delivery (as defined in Section 4 hereof) and (iii) upon its filing with the Commission, automatically became and is
effective under the 1933 Act.
(b) The Commission has not issued any
order preventing or suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending
the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus; and no proceeding
for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has been, to the
Company’s knowledge, instituted or threatened by the Commission. The Commission has not issued any order directed to any
document incorporated by reference in the most recent Preliminary Prospectus, if any, or the Prospectus, and, to the Company’s
knowledge, no proceeding has been instituted or threatened by the Commission with respect to any document incorporated by reference
in the most recent Preliminary Prospectus, if any, or the Prospectus. The Commission has not notified the Company of any objection
to the use of such Registration Statement or any post-effective amendment thereto.
(c) The Company has been, and continues
to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations) and has not been, and continues
not to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations), in each case at all times relevant
under the 1933 Act in connection with the offering of the Securities.
(d) The Registration Statement conformed
on the date on which it became effective and conforms, and any amendment to the Registration Statement filed after the date hereof
will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. The most recent Preliminary
Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement thereto, will conform, in all material respects
to the requirements of the 1933 Act and the 1933 Act Regulations when they become effective or are filed with the Commission. The
documents incorporated by reference in the Registration Statement, the Disclosure Package, and the most recent Preliminary Prospectus,
if any, or Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material
respects, to the requirements of the 1933 Act, the 1934 Act or with the Trust Indenture Act (as defined below), as applicable,
and the 1933 Act Regulations, and any further documents so filed and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will
conform, in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the 1933 Act Regulations;
provided, however, that the representations and warranties in this subsection shall not apply to that part of the Registration
Statement that constitutes the Statement of Eligibility (the “Form T-1”) under the U.S. Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(e) The Registration Statement did not,
as of the date on which it became effective, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity
with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for
inclusion therein.
(f) Each of (a) the Disclosure Package
and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure Package did not, as of either
the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that no representation or warranty is made as to information contained in
or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The Prospectus, and any amendment
or supplement thereto, will not, as of its date and at the Time of Delivery (as defined in Section 4), contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is made as to information
contained in or omitted from the Prospectus
in reliance upon and in conformity with written information
furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided,
further that the representations and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) The audited consolidated financial
statements (in conjunction with the notes thereto) of the Company included in the Disclosure Package and Prospectus present fairly,
in all material respects, the financial position of the Company and its subsidiary undertakings for the periods specified. The
audited consolidated annual financial statements of the Company for the financial years ended December 31, 2015, 2014 and 2013,
and the results of their operations and cash flows for each of the three years ended December 31, 2015, 2014 and 2013 were prepared
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
(i) Since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or in the results
of operations of the Company and its subsidiaries considered as one enterprise.
(j) The Company (A) has been duly incorporated
in Scotland and is validly registered under the laws of Scotland; (B) has the requisite corporate power and authority to execute
and deliver this Agreement and the Pricing Agreement and had the requisite corporate power and authority to execute and deliver
the Indenture and to issue the Securities and, in each case, to perform its obligations hereunder and thereunder; (C) has the corporate
power and authority to conduct its business through its subsidiaries as described in the Disclosure Package and the Prospectus;
and (D) has duly authorized, executed and delivered this Agreement and the Pricing Agreement, and this Agreement and the Pricing
Agreement constitute the valid and legally binding agreement of the Company enforceable in accordance with their terms, except
as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general
equity principles.
(k) The Indenture has been duly qualified
under the Trust Indenture Act and duly authorized, executed and delivered by the Company and, assuming due authorization, execution
and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights generally and to general equity principles.
(l) The forms of the Securities have
been duly authorized and established in conformity with the provisions of the Indenture and, when the Securities have been executed
and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof,
the Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting creditors’ rights generally and to general equity principles.
(m) The Indenture and the Securities
will conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(n) All consents, approvals, authorizations,
orders and decrees of any court or governmental agency or body of the United States or the United Kingdom having jurisdiction over
the Company required for the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Agreement
or to permit the Company to effect interest payments in U.S. dollars on the Securities in accordance with the terms of the Indenture
have been obtained and are in full force and effect, except as may be required by U.S. state securities laws (the “Blue
Sky laws”).
(o) The execution, delivery and performance
of this Agreement, the Pricing Agreement and the Indenture, the issuance, authentication, sale and delivery of the Securities and
the compliance by the Company with the respective terms thereof, and the consummation of the transactions contemplated hereby and
thereby, will not conflict with or result in a breach under any agreement or instrument to which the Company is a party or by which
the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action result in any
violation of (1) the provisions of the Memorandum and Articles of Association of the Company or (2) any statute or any order, filing,
rule or regulation of any United States, English or Scottish court or governmental agency or regulatory body having jurisdiction
over the Company except for any such violation in (2) above that would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, or on the results of operations or the business of the Company and its subsidiaries
considered as one enterprise.
(p) The Company is not, and after giving
effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Prospectus and the
Disclosure Package, will not be, required to register as an “investment company,” as defined in the Investment Company
Act of 1940, as amended.
(q) There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which is required to be disclosed
in the Disclosure Package and Prospectus (other than as disclosed therein).
(r) The consolidated capitalization
of the Company and its subsidiaries set forth in the Disclosure Package and Prospectus is true and correct as of the dates specified
therein.
(s) PricewaterhouseCoopers LLP (the
“Independent Accountants”), who have certified the consolidated financial statements of the Company and its
subsidiaries as of and for each of the years ended December 31, 2015, 2014 and 2013 included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus, were at the time of certifying such financial statements, independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The Company has an effective system
of internal controls over financial reporting so as to satisfy the requirements of section 404 of the U.S. Sarbanes Oxley Act of
2002 on the basis set forth in the Company’s most recent annual report filed on Form 20-F, and to otherwise provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with IFRS (as adopted by the European Union)
and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(u) Save as disclosed in the Disclosure
Package, the Company has not during the past five years, had any (i) material weaknesses in their internal controls over financial
reporting (whether or not remediated) or (ii) changes in its internal controls over financial reporting that has materially adversely
affected, or would be reasonably likely to materially adversely affect, its internal controls over financial reporting. The Company
has not had during the past five years, any fraud that involves any current member of management of the Company and no material
fraud that involves any employee of the Company or (so far as the Company is aware) of any subsidiary.
(v) None of the Company or, to the knowledge
of the Company, any director, officer, agent, employee or affiliate of the Company is currently subject to any sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any similar sanctions
imposed by the European Union, the United Nations or any other body, governmental or other, to which the Company or any of its
affiliates is subject; and the Securities are not being issued for the purpose of funding any operations in, financing any investment
or activities in or making any payments to any country or to any person in contravention of prevailing U.S. sanctions administered
by OFAC.
(w) Neither the Company nor any of its
subsidiaries or, to the knowledge of the Company and each of its subsidiaries, any director, officer, agent, employee or other
person associated with or acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly
or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended,
or the rules and regulations thereunder (the “FCPA”) (including, without limitation, making use of the mail
or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA),
the U.K. Bribery Act 2010 or any similar law or regulation, to which the Company, any subsidiary thereof, any director, officer,
agent, employee of the Company or any subsidiary thereof may be subject. The Company and each subsidiary thereof have conducted
their businesses in compliance with the FCPA, the U.K. Bribery Act 2010 and any applicable similar law or regulation and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
(x) The operations of the Company and
its subsidiaries are and have been conducted at all times in material compliance with the money laundering statutes of all jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator involving the Company and its subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company or its subsidiaries, threatened.
3. Upon the execution of the Pricing
Agreement applicable to any Securities and authorization by the Representatives of the release of such Securities, the Underwriters,
acting severally, propose to offer such Securities for sale upon the terms and conditions set forth in the Prospectus (as amended
or supplemented).
4. The Securities to be purchased by
each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least forty-eight
hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account
of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the purchase
price therefor by wire transfer of immediately available funds to an account designated by the Company in accordance with the Pricing
Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time
of Delivery” for such Securities.
5. The Company agrees with each of the
Underwriters of any Securities that:
(a) The Company will notify the Representatives
promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration Statement,
the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus, if
any, Disclosure Package, the Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission
of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or any request by the
Commission for the amending or supplementing of the Registration Statement, the Prospectus, the Disclosure Package or any Free
Writing Prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop
order or notice of objection is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If at any time prior to the Time
of Delivery, any event occurs as a result of which the Disclosure Package would then include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the Company will (i) promptly notify the Representatives so that any use of the Disclosure
Package may cease until it is
amended or supplemented; (ii) amend or supplement the Disclosure
Package to correct such statement or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply
any such amendment or supplement to the Underwriters in such quantities as they may reasonably request.
(c) The Company will, for so long as
the delivery of a prospectus is required in connection with the offering or sale of the Securities (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly all reports
required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will give
the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement
to the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in
connection with the offering of the Securities which differs from the Prospectus, whether or not such revised prospectus is required
to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will furnish
the Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or
use, as the case may be, and will not file any such amendment or supplement or use any such prospectus without prior consultation
with the Representatives, if such prior consultation is reasonably practicable.
(d) The Company will prepare Term Sheets,
containing solely a description of the final terms of the Securities and the offering thereof, in a form approved by the Representatives
and will file each Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The Company will prepare the Prospectus
in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations not later than the time
required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing Agreement relating to the
Securities.
(f) If required by Rule 430B(h) of the
1933 Act Regulations, the Company will prepare a prospectus and file such prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than may be required by such Rule.
(g) The Company will deliver to each
Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment thereto (including exhibits
and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(h) The Company will furnish the Underwriters
with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing Prospectus (including, in each case,
any supplement thereto) in such quantities as the Representatives may from time to time reasonably request, and will use all reasonable
efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York time) on the second business day prior
to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering and sale of the Securities
and if at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when
such Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or,
if for any reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply with the 1933
Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to each Underwriter
as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement to the Prospectus
which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Securities (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any time
nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the 1933 Act.
(i) The Company agrees that, unless
it has obtained or will obtain (as the case may be) the prior written consent of the Representatives, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has obtained or will obtain (as the case may be) the prior written consent
of the Company, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus
required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933 Act Regulations,
other than the information contained in the Term Sheets; provided, however, that the prior written consent of the parties
hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex II hereto. Any such
free writing prospectus consented to by the parties is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(j) The Company will endeavor, in cooperation
with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and
other jurisdictions of the United States as the Representatives may request; provided, however, that the Company shall not
be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.
(k) The Company will make generally
available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date
of the Registration Statement, an earnings statement of the Company and its subsidiaries on a consolidated basis (which need not
be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including, at the option of
the Company, Rule 158 of the 1933 Act Regulations).
(l) During the period beginning from
the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery, the Company will not
offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States, any securities of the
Company which mature more than one year after such Time of Delivery and which are substantially similar to such Securities (other
than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial paper issued in the ordinary
course of business), except as otherwise may be provided in this Agreement, without the prior written consent of the Representatives,
which consent shall not be unreasonably withheld.
(m) The Company will cooperate with
the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities
of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV, or Clearstream Banking, société
anonyme, as the case may be.
(n) Unless the Pricing Agreement provides
otherwise, prior to the first payment date under the terms of the Securities, the Securities will be listed on a “recognised
stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable, application will be made to
list the Securities on such recognised stock exchange.
(o) The Company will apply the net proceeds
from the sale of the Securities as set forth in the Prospectus.
(p) Prior to the issuance of the Securities,
the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications and decrees of any
court or governmental agency or body of the United States and the United Kingdom necessary or required for the valid issuance of
the Securities and to permit the Company to make interest payments on the Securities in U.S. dollars.
6. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture and the Securities, including
(i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, any Issuer Free Writing
Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto) and the cost of furnishing
copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement, the Indenture and the
blue sky survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the Securities
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the
Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case
may be, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s counsel and accountants;
(v) the qualification of the Securities under the applicable securities laws in accordance with the provisions of Section 5(j)
hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith in an aggregate
amount not in excess of $5,000 with respect to a particular issue of the Securities and in connection with the preparation of any
blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters of copies of such blue sky survey, if any;
(vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and listing fees in connection
with the listing of the Securities, if any, on a stock
exchange and the clearance and settlement of the Securities
through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case may
be; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses incurred in connection
with the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any
fees associated with a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve tax or similar
tax or duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or on behalf of,
the Company of the Securities, the initial delivery of the Securities, the deposit of the Securities with a custodian for DTC,
Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as the case may be, the purchase by the Underwriters
of the Securities pursuant to this Agreement, the sale and delivery of the Securities by the Underwriters to the initial purchasers
thereof, and the execution and delivery of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses
of the Trustee and any authorized agent of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee in
connection with the Indenture and the Securities; and (xiv) any value added taxes payable in the United Kingdom in respect of any
of the above expenses; provided that the Company shall have no liability under this Agreement for any amounts in respect of tax
incurred by any of the Underwriters on its actual net income, profits or gains or on any value added tax or similar tax imposed
which is recoverable by the Underwriter.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix) hereof, the Company shall reimburse the Underwriters
for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, unless otherwise
agreed by the parties.
7. The obligations of the Underwriters
of any Securities under the Pricing Agreement relating to such Securities shall be subject, in the discretion of the Representatives,
to the condition that all representations and warranties of the Company in or incorporated by reference in the Pricing Agreement
relating to such Securities are, at and as of the Time of Delivery for such Securities, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Registration Statement
is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act
should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the
1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheets and any other
material required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to
the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time of Delivery
the Company shall have provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending
or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and all requests for additional information
on the part of the Commission have been complied with.
(b) At the Time of Delivery,
the Representatives shall have received:
(i) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for the Company, with respect
to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The opinion, dated as of
the Time of Delivery, of Davis Polk & Wardwell London LLP, U.K. tax counsel for the Company, with respect to the matters set
forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The opinion, dated as of
the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Company, with respect to the matters set forth in
Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iv) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) If required pursuant to
the Pricing Agreement, an application shall have been made for listing the Securities on the stock exchange specified therein.
(d) At the Time of Delivery
(1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which information is
given in the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto, except
as otherwise set forth or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the
results of operations of the Company and its subsidiaries considered as one enterprise, and (2) the Representatives shall have
received a certificate of the Company executed on its behalf by an officer of the Company, dated as of the Time of Delivery, to
the effect that (i) the representations and warranties in Section 2 hereof are true and correct in all material respects as though
expressly made at and as of the Time of Delivery; (ii) the Company has complied in all material respects with all agreements hereunder
and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Time
of Delivery; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge
of the Company, no proceedings for that purpose have been initiated or threatened by the Commission.
(e) The Company shall have
furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of the Company, stating that
to the best knowledge and belief of the two authorized officers signing such certificate after reasonable inquiry, the issue and
sale of the Securities in the manner contemplated in the
Disclosure Package and Prospectus do not and will not result
in a breach, default or acceleration of any payment or amount under any contract, agreement or undertaking to which the Company
or any of its subsidiaries is a party (or by which any such entity is bound), which breach, default or acceleration would have
a material adverse effect on the Company and its subsidiaries taken as a whole.
(f) There shall not have occurred
any lowering of the rating of any of the Company’s securities by Moody’s Investors Service, Inc., Standard & Poor’s
Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(g) If an affiliate (as defined
in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall not have raised any objection
with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section
7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement
may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Delivery.
8. (a) The Company agrees to indemnify
and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees, and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part
of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary
Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment
or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense
whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by
the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that
this indemnity agreement shall not apply to any loss, liability, claim, damage or expense
to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use
in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus, if any, the Term Sheet, any
Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each Underwriter severally
and not jointly agrees to indemnify and hold harmless each of the Company, its directors, each of the officers of the Company who
signed the Registration Statement, the Company’s authorized representative in the United States and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus,
any related preliminary prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), or the Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any indemnifying party
may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified
party.
(e) If the indemnification
provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which
such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear
to the total underwriting discounts, concessions and commissions received by such Underwriters. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection
(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of
this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Securities in this subsection (e) to contribute
are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(f) The obligations of the
Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If one or more of the Underwriters
shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated to purchase under this Agreement
and the Pricing Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36
hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase,
or procure purchasers for, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; provided, however, that if the Representatives shall not have completed such arrangements within such
36-hour period, then:
(a) if the number of Defaulted
Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the Time of Delivery, the
non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted
Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers for at the Time
of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to this Section
9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does
not result in a termination of the relevant Pricing Agreement, either the Representatives or the Company shall have the right to
postpone the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements.
10. All representations, warranties and
agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any
Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters
pursuant to this Agreement.
11. (a) The Representatives may terminate
this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since
the date of the Pricing Agreement or the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus and any amendment or supplement thereto, except as otherwise set forth or contemplated therein, any
material adverse change in the condition, financial or otherwise, or in the results of operations, of the Company and its subsidiaries
considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities involving the United States
or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency or war, or (iii) the
occurrence of another calamity or crisis or any change in financial, political or economic conditions or currency exchange rates
or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in clauses (ii) and
(iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable or inadvisable
to market the Securities or enforce contracts for the sale of the Securities in the manner contemplated in the Prospectus, or (iv)
if there has occurred a suspension or material limitation in trading in securities generally on the New York Stock Exchange, London
Stock Exchange or any other stock exchange on which the Company’s securities are listed, or (v) if there has occurred a suspension
or material limitation in trading the Company’s securities on the New York Stock Exchange or the London Stock Exchange, or
(vi) if there has occurred a material adverse change in the financial markets in the United States or in the international financial
markets in the judgment of the Representatives after consultation with the Company, or (vii) if a banking moratorium on commercial
banking activities has been declared by the relevant authorities in New York or London, or a material disruption in commercial
banking or securities settlement or clearance services in the United States or the United Kingdom has occurred, or (viii) if there
has occurred a change or development involving a prospective change in the United States or the United Kingdom taxation which has,
or will have, a material adverse effect on the Company or the Securities or the transfer thereof, or (ix) if there is any lowering
of the rating of any of the Company’s debt securities, preference shares, American depositary shares representing preference
shares or American depositary receipts evidencing American depositary shares representing preference shares, or a public announcement
that such rating is under surveillance or review, with possible negative implications, in each case, by Moody’s Investors
Service, Inc., Standard and Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(b) If this Agreement is terminated pursuant
to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other party except as provided in
Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and 14 shall remain in
effect.
12. In all dealings hereunder, the Representatives
of the Underwriters of the Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Company Secretary;
provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex
or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement and any Pricing Agreement
shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers,
directors and authorized representative of the Company referred to in Section 8 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing Agreement or any provision herein
or therein contained. This Agreement and any Pricing Agreement and all conditions and provisions hereof and thereof are intended
to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling
persons and officers, directors and authorized representative of the Company and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.
14. (a) The Company irrevocably consents
and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Agreement or the Pricing Agreement may be brought in
the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City
of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam,
generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets
and revenues.
(b) The Company hereby irrevocably designates,
appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas,
34th Floor, New York, NY 10036, as its designee, appointee and agent to take process, receive and forward process or
to be served with process for and on its behalf of any and all legal process, summons, notices and documents which may be served
in any such action, suit or proceeding brought in any such United States or State court which may be made on such
designee, appointee and agent in accordance with legal procedures
prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as
such, the Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes
of this Section 14 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service
of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding
by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment
of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing
copies thereof by registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses
specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and
agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter
to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions, and in any manner, as
may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Agreement or the Pricing Agreement brought in the United States federal courts or the
courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
15. Each Underwriter severally represents
and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances
in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions
of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom.
16. In relation to each Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”),
each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive
is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will
not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation
to the Securities which has been approved by the competent authority in that Relevant Member State or where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of
Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; (b) to fewer
than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural
or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the Underwriters; or (c) in any other circumstances falling under Article 3(2) of the
Prospectus Directive, provided that no such offer of Securities requires the Company or any Underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 16 of this Agreement, the expression “an
offer of Securities to the public” in relation to any Securities 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 the Securities to be offered so as to enable
an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU.
17. The Company hereby acknowledges that
(a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which any Underwriter
may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c)
the Company’s engagement of the Underwriters in connection with the offering and the
process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees
that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the
Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not
claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto.
18. Time shall be of the essence of each
Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington,
D.C. is open for business.
19. This Agreement and each Pricing
Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict
of laws provisions thereof. Specified times of day refer to New York City time.
20. This Agreement may be executed in
one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute
one and the same agreement.
21. Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters,
each Underwriter acknowledges and accepts that a BRRD Liability arising under this Agreement
may be subject to the exercise of Bail-in Powers by the Relevant
Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in
Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Company to such Underwriter under this Agreement,
that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion,
of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion,
of the BRRD Liability into shares, other securities or other obligations of the Company or another person (and the issue to or
conferral on such Underwriter of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability;
and/or
(iv) the amendment or alteration of any
interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for
a temporary period; and
(b) the variation of the terms of this
Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
“Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the
UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in Powers” means
any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means
a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant Resolution Authority”
means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Company.
“Write-down and Conversion Powers”
means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that
any such contract or instrument is to have effect as if a right
had been exercised under it or to suspend any obligation in respect of that liability.
22. Where a resolution measure is taken
in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member
of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being an “Affected
Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination right under
this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime
if this Agreement were governed by the laws of any part of the United Kingdom.
For the purpose of this Section 22, “resolution
measure” means a “crisis prevention measure,” “crisis management measure” or “recognised third-country
resolution action,” each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in
Resolution Instrument 2015,” as may be amended from time to time (the “PRA Contractual Stay Rules”), provided,
however, that “crisis prevention measure” shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual
Stay Rules; “BRRD undertaking,” “group,” “Special Resolution Regime” and "termination
right” have the respective meanings given in the PRA Contractual Stay Rules.
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is intentionally left blank.]
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof.
| Very truly yours, |
| |
| LLOYDS BANKING GROUP plc |
| |
| By: |
/s/ Peter Green |
| |
Name: |
Peter Green |
| |
Title: |
Head of Public Senior Funding and Covered Bonds |
[The rest of this page is intentionally
left blank.]
Accepted as of the date hereof:
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Lloyds Securities Inc.
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
| |
| By: |
/s/ Adam D. Bordner |
| |
Name: Adam D. Bordner |
| |
Title: Vice President |
HSBC Securities (USA) Inc.
| |
| By: |
/s/ Diane Kenna |
| |
Name: Diane Kenna |
| |
Title: Managing Director |
Lloyds Securities Inc.
| |
| By: |
/s/ David Keller |
| |
Name: David Keller |
| |
Title: Head US DCM |
Morgan Stanley & Co. LLC
| |
| By: |
/s/ Yurij Slyz |
| |
Name: Yurij Slyz |
| |
Title: ED |
For themselves and as Representatives of the several Underwriters
ANNEX I
Pricing Agreement
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Lloyds Securities Inc.
Morgan Stanley & Co. LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
June 30, 2016
Ladies and Gentlemen:
Lloyds Banking Group plc, a public limited
company incorporated under the laws of Scotland, and registered in, Scotland (the “Company”), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement, dated June 30, 2016 (the “Underwriting Agreement”),
between the Company and the several Underwriters signatories thereto, to issue and sell to the Underwriters named in Schedule I
hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto
(the “Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth
in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may
be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or
the Prospectus (as amended or supplemented), as the case may be, relating to the Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement,
or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set
forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company
agrees to
issue and sell to each of the Underwriters, or to purchasers
procured by them, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers
to purchase from the Company, at the Purchase Price at the Time of Delivery (each as defined in Schedule II hereto), the principal
amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers thereof.
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left blank.]
| Very truly yours, |
| |
| LLOYDS BANKING GROUP plc |
| |
| By: |
|
| |
Name: |
| |
Title: |
[The rest of this page is intentionally
left blank.]
Accepted as of the date hereof:
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Lloyds Securities Inc.
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Lloyds Securities Inc.
Morgan Stanley & Co. LLC
For themselves and as
Representatives of the several Underwriters
SCHEDULE I
| |
Principal Amount of
Senior Notes to be Purchased |
| Citigroup Global Markets Inc. |
$250,000,000 |
| HSBC Securities (USA) Inc. |
$250,000,000 |
| Lloyds Securities Inc. |
$250,000,000 |
| Morgan Stanley & Co. LLC |
$250,000,000 |
| Total: |
$1,000,000,000 |
SCHEDULE II
Capitalized terms used herein, unless
otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Securities:
3.100% Senior Notes due 2021 (the “Securities”)
Aggregate Principal
Amount:
$1,000,000,000 principal amount of the Securities
Price to Public:
99.926% of the principal amount of the Securities
Purchase Price by
Underwriters:
99.626% of the principal amount of the Securities
Underwriting Commission:
0.300% in respect of the Securities
Form of Securities:
Book-entry only form represented
by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société
anonyme, as the case may be.
Specified Funds
for Payment of Purchase Price:
Wire transfer of immediately available funds
Time of Delivery:
July 6, 2016
Applicable Time:
2:40 p.m. (New York time), June 30, 2016
Indenture:
Indenture dated as of July 6, 2010
between the Company and The Bank of New York Mellon, as Trustee, as supplemented by a first supplemental indenture dated July 6,
2016 (together the “Indenture”).
Maturity:
July 6, 2021 in respect of the Securities
Interest Rate:
3.100% in respect of
the Securities
Interest Payment
Dates:
Interest will be paid on the Securities
on January 6 and July 6 of each year, commencing January 6, 2017.
Interest Record
Dates:
Interest will be paid on the Securities
to holders of record of each Security in respect of the principal amount thereof outstanding 15 calendar days immediately preceding
the relevant Interest Payment Date, whether or not a business day.
Redemption Provisions:
The Securities may be redeemed as described
in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing Location
for Delivery of Securities:
Offices of Davis Polk & Wardwell
London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names and Addresses
of Representatives:
Designated Representatives:
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Lloyds Securities Inc.
Morgan Stanley & Co. LLC
Addresses for Notices:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Attn: General Counsel
Fax: 646-291-1469
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Attn: Transaction Management Group
Fax: 212-525-0238
Lloyds Securities Inc.
1095 Avenue of the Americas
New York, NY 10036
Attn: Fixed Income
Fax: 212-479-2882
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Attn: Investment Banking Division
Fax: 212-507-8999
Identifying Information:
CUSIP: 539439 AK5
ISIN: US539439AK53
Stock Exchange Listing:
The New York Stock Exchange
Other Terms:
The Securities will have additional
terms as more fully described in the Disclosure Package and the Prospectus.
ANNEX II
Issuer
Free Writing Prospectuses Included in Disclosure Package
None
