Lloyds TSB Group plc

Apart from the responsibilities and liabilities, if any, which may be imposed on any of Citi, Lazard,Merrill Lynch or UBS by FSMA or the regulatory regime established thereunder, each of Citi,Lazard, Merrill Lynch and UBS accepts no responsibility whatsoever for the contents of thisdocument and/or the information incorporated herein by reference, including in relation to theaccuracy, completeness and/or verification thereof, and/or for any other statement made orpurported to be made by any of them, or on behalf of any of them, in connection with the LloydsTSB Group, the HBOS Group, the Enlarged Group, the Consideration Shares, the ConsiderationADSs, the Open Offer Shares, the Acquisition, the Placing, the Open Offer, the New PreferenceShare Issue, the Capitalisation Issue or any other matter referred to in this document. Each of Citi,Lazard, Merrill Lynch and UBS accordingly disclaims all and any liability whatsoever arising in tort,contract or otherwise (save as referred to above) which any of them might otherwise have inrespect of this document or any such statement.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEWHAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE ANDNOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OREXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS ORQUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE TOANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO US INVESTORS

Lloyds TSB is offering and selling Open Offer Shares in the United States, and each of Citi,Merrill Lynch and UBS may arrange for the offer and sale of Open Offer Shares that havenot been taken up in the Open Offer in the United States, only to persons reasonablybelieved to be ‘‘qualified institutional buyers’’ within the meaning of Rule 144A under theSecurities Act (‘‘QIBs’’) in reliance on an exemption from, or in a transaction not subject to,the registration requirements of the Securities Act. The Open Offer Shares offered and soldoutside the United States are being offered and sold in reliance on Regulation S under theSecurities Act.

In addition, until 40 days after the commencement of the Open Offer, an offer, sale ortransfer of the Shares within the United States by a dealer (whether or not participating inthe Open Offer) may violate the registration requirements of the Securities Act.

The Consideration Shares and the Consideration ADSs will not be, and are not required tobe, registered under the Securities Act in reliance upon the exemption from registrationunder the Securities Act provided by section 3(a)(10) thereof.

GENERAL NOTICE

The contents of this document and the information incorporated herein by reference shouldnot be construed as legal, business or tax advice. This document is for your informationonly and nothing in this document is intended to endorse or recommend a particularcourse of action. Each prospective investor should consult his, her or its own legal adviser,financial adviser or tax adviser for advice.

Part A (‘‘Presentation of Information and General Information’’) of Part III (‘‘Other ImportantInformation’’) of this document contains important information which you should read.

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TABLE OF CONTENTS

Page

PART I SUMMARY 4

PART II RISK FACTORS 9

PART III OTHER IMPORTANT INFORMATION 27

PART A: Presentation of Information and General Information 27

PART B: Expected Timetable of Principal Events 37

PART IV PLACING AND OPEN OFFER AND ACQUISITION STATISTICS 39

PART V DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERSOF LLOYDS TSB 40

PART VI INFORMATION ON THE ACQUISITION 42

PART A: Letter from Sir Victor Blank, Chairman of Lloyds TSB Group plc 42

PART B: Further Information on the Acquisition 62

PART VII SOME QUESTIONS AND ANSWERS ABOUT THE PLACING AND OPEN OFFER 70

PART VIII TERMS AND CONDITIONS OF THE PLACING AND OPEN OFFER 77

PART IX INFORMATION ON THE LLOYDS TSB GROUP 103

PART X INFORMATION ON THE HBOS GROUP 104

PART XI REGULATION AND SUPERVISION IN THE UNITED KINGDOM 105

PART XII HISTORICAL FINANCIAL INFORMATION RELATING TO LLOYDS TSB 113

PART A: Audited Financial Information 113

PART B: Unaudited Interim Information 115

PART XIII OPERATING AND FINANCIAL REVIEW RELATING TO LLOYDS TSB 116

PART XIV CAPITAL RESOURCES 134

PART A: Lloyds TSB Group 134

PART B: Enlarged Group 140

PART XV HISTORICAL FINANCIAL INFORMATION RELATING TO HBOS 141

PART A: Audited Financial Information 141

PART B: Unaudited Interim Information 142

PART XVI OPERATING AND FINANCIAL REVIEW RELATING TO HBOS 143

PART XVII RECONCILIATION OF ACCOUNTING POLICIES 144

PART XVIII UNAUDITED PRO FORMA NET ASSETS STATEMENT OF THE ENLARGEDGROUP AS AT 30 JUNE 2008 145

PART XIX TAXATION CONSIDERATIONS 152

PART A: United Kingdom 152

PART B: United States 155

PART XX DIRECTORS, CORPORATE GOVERNANCE AND EMPLOYEES 158

PART XXI ADDITIONAL INFORMATION 173

PART XXII DOCUMENTATION INCORPORATED BY REFERENCE 209

PART XXIII DEFINITIONS 214

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Customer behaviour in the life and pensions insurance business may result in increasedpropensity to cease contributing to or cancel insurance policies at a rate in excess ofbusiness assumptions. The consequent reduction in policy persistency and fee income wouldhave an adverse impact upon the profitability of the life and pensions business of the LloydsTSB Group and the Enlarged Group. The behaviour of employee pension scheme membersaffects the levels of benefits payable from the schemes. For example, the rate at whichmembers cease employment affects the aggregate amount of benefits payable by theschemes. This rate may differ from applicable business assumptions. Adverse variances mayincrease the size of the aggregate pension liabilities and may adversely affect the Lloyds TSBGroup’s and the Enlarged Group’s financial condition and results of operations.

The general insurance businesses of the Lloyds TSB Group and the Enlarged Group areexposed to the risk of uncertain insurance claim rates. For example, extreme weatherconditions can result in high property damage claims, higher levels of theft can increaseclaims on property, contents and motor vehicle insurance and changes to unemploymentlevels can increase claims on loan protection insurance. These claims rates may differ frombusiness assumptions and negative developments may adversely affect the Lloyds TSBGroup’s and the Enlarged Group’s financial condition and results of operations.

UK banks recognise an asset in their balance sheets representing the value of in-forcebusiness (‘‘VIF’’) in respect of long-term life assurance contracts, being insurance contractsand investment contracts with discretionary participation features. This asset represents thepresent value of future profits expected to arise from the portfolio of in-force life assurancecontracts. Adoption of this accounting treatment results in the earlier recognition of profit onnew business, but subsequently a lower contribution from existing business, when comparedto the recognition of profits on investment contracts under IAS 39 (Financial Instruments:Recognition and Measurement). Differences between actual and expected experience mayhave a significant impact on the value of the VIF asset, as changes in experience can resultin significant changes to modelled future cash flows. The VIF asset is calculated based onbest-estimate assumptions made by management, including the value of investments undermanagement, mortality experience and persistency. If these assumptions prove incorrect, theVIF asset could be materially reduced, which in turn could have a material adverse effect onthe Lloyds TSB Group’s and the Enlarged Group’s financial condition and results ofoperations.

Also, as further described in the risk numbered 1.2, the Lloyds TSB Group’s and the EnlargedGroup’s insurance assets are subject to the risk of market fluctuations.

1.10 The Lloyds TSB Group’s and the HBOS Group’s borrowing costs and access to the capitalmarkets depend significantly on their credit ratings, as will those of the Enlarged Group

As at the date of this document, the long-term credit ratings for the Lloyds TSB Group areAaa from Moody’s Investors Service, AA from Standard & Poor’s rating service, AA+ fromFitch Ratings and AA(H) from DBRS. As at the date of this document, the long-term creditratings for the HBOS Group are Aa2 from Moody’s Investors Service, A+ from Standard &Poor’s rating service, AA from Fitch Ratings and AA(H) from DBRS. Recently, each of theseratings services placed the long-term credit ratings of both the Lloyds TSB Group and theHBOS Group on watch with negative implications. Reduction in the long-term credit ratings ofthe Lloyds TSB Group, the HBOS Group and/or the Enlarged Group could significantlyincrease their respective borrowing costs, limit their access to the capital markets and triggeradditional collateral requirements in derivative contracts and other secured fundingarrangements. Therefore, a reduction in credit ratings could materially adversely affect theEnlarged Group’s access to liquidity and competitive position and, hence, have a materialadverse effect on the Enlarged Group’s business, financial position and results of operations.

1.11 Weaknesses or failures in the Lloyds TSB Group’s and the Enlarged Group’s internalprocesses and procedures and other operational risks could have a negative impact onresults and could result in reputational damage

Operational risks, through inadequate or failed internal processes (including financial reportingand risk monitoring processes) or from people-related or external events, including the risk offraud and other criminal acts carried out against the Lloyds TSB Group, are present in theLloyds TSB Group’s businesses and will be present in the business of the Enlarged Group.The Lloyds TSB Group’s businesses and the HBOS Group’s businesses are, and the

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* the intellectual property of the Lloyds TSB Group and the Enlarged Group (such astrade names) may not be adequately protected; and

* the Lloyds TSB Group and the Enlarged Group may be liable for damages to thirdparties harmed by the conduct of its business.

In addition, the Lloyds TSB Group faces and the Enlarged Group will face risk where legal orregulatory proceedings or FOS or other complaints are brought against it in the UK HighCourt or elsewhere, or in jurisdictions outside the UK, including other European countries andthe United States. A major focus of US governmental policy relating to financial institutions inrecent years has been combating money laundering and terrorist financing and enforcingcompliance with US economic sanctions. See section 11.1.3 of Part XII (‘‘AdditionalInformation’’) of the Circular, which is incorporated by reference into this document. Theoutcome of any proceeding or complaint is inherently uncertain and could have a materialadverse effect on the Lloyds TSB Group’s and the Enlarged Group’s operations and/orfinancial condition, particularly if extended more broadly.

Failure to manage these risks adequately could impact the Lloyds TSB Group and theEnlarged Group adversely, both financially and reputationally through an adverse impact onthe Lloyds TSB brand.

1.18 The Lloyds TSB Group is, and the Enlarged Group will be, exposed to tax risk

Tax risk is the risk associated with changes in taxation rates or law, or misinterpretation ofthe law. This could result in increased charges or financial loss. Failure to manage this riskadequately could impact the Lloyds TSB Group and the Enlarged Group materially andadversely.

1.19 The Lloyds TSB Group’s businesses are conducted in highly competitive environments.Achieving an appropriate return for shareholders depends upon management’s ability torespond effectively to competitive pressures. This will also be true for the Enlarged Group

The markets for UK financial services and the other markets within which the Lloyds TSBGroup operates, and the Enlarged Group will operate, are highly competitive, andmanagement expects such competition to intensify in response to competitor behaviour,consumer demand, technological changes, the impact of consolidation, regulatory actions andother factors. If financial markets remain unstable, financial institution consolidation mayaccelerate. Moreover, government intervention in the banking sector may impact thecompetitive position of banks within a country and among international competitors which maybe subject to different forms of government intervention, thus potentially putting the LloydsTSB Group and the Enlarged Group at a competitive disadvantage to local banks in suchjurisdictions. Any combination of these factors could result in a reduction in profit. The LloydsTSB Group’s and the Enlarged Group’s ability to generate an appropriate return for itsshareholders depends significantly upon the competitive environment and management’sresponse to it.

The Lloyds TSB Group’s and the Enlarged Group’s financial performance may be materiallyand adversely impacted by competition, including declining lending margins or competition forsavings driving up funding costs which cannot be recovered from borrowers. Adversepersistency in the Lloyds TSB Group’s insurance and investments business, as well as theEnlarged Group’s insurance and investment operations, is a risk to current and futureearnings.

A key part of the Lloyds TSB Group’s strategy involves, and the Enlarged Group’s strategywill involve, building strong customer relationships in order to win a bigger share of itscustomers’ financial services spend. If the Lloyds TSB Group and the Enlarged Group are notsuccessful in retaining and strengthening customer relationships they will not be able todeliver on this strategy, and may lose market share, incur losses on some or all of theiractivities or fail to attract new and retain existing deposits, which could have a materialadverse effect on their business, financial position and results of operations.

1.20 The Lloyds TSB Group and the Enlarged Group could fail to attract or retain seniormanagement or other key employees

The Lloyds TSB Group’s success depends, and the Enlarged Group’s success will depend,on the ability and experience of its senior management. The loss of the services of certainkey employees, particularly to competitors, could have a material adverse effect on the Lloyds

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PART III

OTHER IMPORTANT INFORMATION

PART A: PRESENTATION OF INFORMATION AND GENERAL INFORMATION

FINANCIAL INFORMATION

Unless otherwise indicated, financial information for Lloyds TSB and the Lloyds TSB Group in thisdocument has been extracted without material adjustment from the Lloyds TSB Interim Results forthe six months ended 30 June 2008 published on 30 July 2008, prepared in accordance with theDisclosure and Transparency Rules and with IAS 34, ‘‘Interim Financial Reporting’’, as adopted bythe European Union, is presented in pounds sterling, and is unaudited. For further information, see‘‘Accounting policies, presentation and estimates’’ on page 36 of the Lloyds TSB Interim Results(such page being incorporated by reference into this document).

See also note 2 ‘‘Segmental analysis’’ on pages 37-38 of the Lloyds TSB Interim Results (suchpages being incorporated by reference into this document) and section 5 (‘‘Summary of TotalIncome, Net of Insurance Claims, by Division’’) of Part VII (‘‘Information on the Lloyds TSB Group’’)of the Circular (such section being incorporated by reference into this document).

Unless otherwise indicated, financial information for HBOS and the HBOS Group in this documenthas been extracted without material adjustment from the condensed consolidated half year financialstatements of HBOS prepared in accordance with the Disclosure and Transparency Rules and withIAS 34 ‘‘Interim Financial Reporting’’ as adopted by the European Union, and is unaudited. Forfurther information, see ‘‘Condensed Financial Statements’’ on pages 74 and 75 of the HBOSInterim Results (such section being incorporated by reference into this document).

ENLARGED GROUP

Unless the context otherwise requires, references in this document to the ‘‘Enlarged Group’’ are toLloyds TSB and its subsidiaries and subsidiary undertakings and, where the context requires, itsassociated undertakings as constituted immediately following completion of the Acquisition andtherefore such references include the Lloyds TSB Group as enlarged by the HBOS Group.Completion of the Acquisition and the Placing and Open Offer is subject to a number of conditionswhich are described in detail in Part VI (‘‘Information on the Acquisition’’) and Part VIII (‘‘Termsand Conditions of the Placing and Open Offer’’) of this document.

NO PROFIT FORECAST

No statement in this document or incorporated by reference into this document is intended toconstitute a profit forecast or profit estimate for any period, nor should any statement beinterpreted to mean that earnings or earnings per share will necessarily be greater or lesser thanthose for the relevant preceding financial periods for either Lloyds TSB or HBOS, as appropriate.

REGULATION M

Since the announcement of the Acquisition and the Placing and Open Offer, Lloyds TSB, throughcertain identifiable business groups and certain of its affiliates, has engaged and intends tocontinue to engage in various dealing and brokerage activities involving Lloyds TSB Shares andLloyds TSB ADSs. Certain insurance companies, trustees and personal estate representatives,collateral taking entities, employee share plan trustees and brokerage groups that are affiliates ofLloyds TSB have purchased and sold, and intend to continue to purchase and sell, Lloyds TSBShares, Lloyds TSB ADSs and derivatives as part of their ordinary investing and businessactivities. These activities occurred and are expected to continue to occur in the United Kingdomand elsewhere outside of the United States. Lloyds TSB, through certain derivatives businessgroups, has engaged, and intends to continue to engage, in the issuance, purchase and sale ofderivatives (such as options, warrants and other instruments) relating to Lloyds TSB Shares andLloyds TSB ADSs for Lloyds TSB’s accounts and the accounts of Lloyds TSB’s customers, as wellas in purchases and sales of Lloyds TSB Shares and Lloyds TSB ADSs for the purpose ofhedging the positions established in connection with the derivatives activities relating to Lloyds TSBShares and Lloyds TSB ADSs entered into by Lloyds TSB and its customers. These activitiesoccurred and are expected to continue to occur solely outside the United States and primarily in

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the United Kingdom. Certain asset management companies (including Scottish Widows InvestmentPartnership Limited, Lloyds TSB Offshore Limited and Lloyds TSB Offshore Private Client Limited,which conduct certain asset management activities in the United States), and banking groups thatare affiliates of Lloyds TSB have purchased and sold, and intend to continue to purchase and sell,Lloyds TSB Shares, Lloyds TSB ADSs and derivatives as part of their ordinary investing andbusiness activities. These activities occurred and are expected to continue to occur primarily in theUnited Kingdom and outside of the United States. All of these activities could have the effect ofpreventing or retarding a decline in the market price of the Lloyds TSB Shares and Lloyds TSBADSs. Lloyds TSB has sought and received from the SEC certain exemptive relief from RegulationM in order to permit its identifiable business groups and affiliates to engage in the foregoingactivities during the Regulation M restricted period.

ROUNDING

Certain figures included in this document and in the information incorporated by reference into thisdocument have been subject to rounding adjustments. Accordingly, discrepancies in tables betweenthe totals and the sums of the relevant amounts are due to such rounding.

WEBSITES

Neither the content of the Lloyds TSB Group’s nor HBOS’s website (or any other website) nor thecontent of any website accessible from hyperlinks on the Lloyds TSB Group’s nor HBOS’s website(or any other website) is incorporated into, or forms part of, this document.

TIME

All references in this document to times are to UK time unless otherwise stated.

DEFINITIONS

Capitalised terms used in this document have the meanings ascribed to them in Part XXIII(‘‘Definitions’’) of this document.

FORWARD-LOOKING STATEMENTS

This document and the information incorporated by reference into this document includes certain‘‘forward-looking statements’’. Statements that are not historical facts, including statements aboutthe Lloyds TSB Group’s or the HBOS Group’s or their respective directors’ and or management’sbeliefs and expectations are forward-looking statements. Words such as ‘‘believes’’, ‘‘anticipates’’,‘‘estimates’’, ‘‘expects’’, ‘‘intends’’, ‘‘aims’’, ‘‘potential’’, ‘‘will’’, ‘‘would’’, ‘‘could’’, ‘‘considered’’, ‘‘likely’’,‘‘estimate’’ and variations of these words and similar future or conditional expressions, are intendedto identify forward-looking statements but are not the exclusive means of identifying suchstatements. By their nature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend upon future circumstances that may or may not occur, many of whichare beyond the Company’s control and all of which are based on the Lloyds TSB Directors’ currentbeliefs and expectations about future events. Such forward-looking statements involve known andunknown risks, uncertainties and other factors, which may cause the actual results, performance orachievements of Lloyds TSB, HBOS or the Enlarged Group, or industry results, to be materiallydifferent from any future results, performance or achievements expressed or implied by suchforward-looking statements. Such forward-looking statements are based on numerous assumptionsregarding Lloyds TSB’s, HBOS’ and the Enlarged Group’s present and future business strategiesand the environment in which the Enlarged Group will operate in the future. These forward-lookingstatements speak only as at the date of this document.

Examples of such forward-looking statements include, but are not limited to, statements aboutexpected benefits and risks associated with the Acquisition and the Placing and Open Offer,projections or expectations of profit attributable to shareholders, anticipated provisions or write-downs, economic profit, dividends, capital structure or any other financial items or ratios;statements of plans, objectives or goals of Lloyds TSB, HBOS or the Enlarged Group followingcompletion of the Acquisition, including in relation to the achievement of anticipated cost synergies,other operating efficiencies, business growth opportunities, revenue and other benefits; statementsabout the future trends in interest rates, liquidity, foreign exchange rates, stock market levels anddemographic trends and any impact that those matters may have on Lloyds TSB, HBOS or theEnlarged Group following completion of the Acquisition; statements concerning any future UK, US

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or other economic environment or performance; statements about strategic goals, competition,regulation, regulatory approvals, dispositions and consolidation or technological developments in thefinancial services industry; and statements or assumptions underlying such statements.

Lloyds TSB Shareholders and potential investors should specifically consider all of the informationset out in, and incorporated by reference into this document before making any investmentdecision. In particular, Lloyds TSB Shareholders and potential investors should consider the risks,uncertainties and other factors are set out in Part II (‘‘Risk Factors’’) of this document, whichinclude general risks relating to the Lloyds TSB Group and, if the Acquisition becomes Effective,the Enlarged Group, risks relating to the Acquisition, and risks relating to the Placing and OpenOffer and to investment in Lloyds TSB Shares and Lloyds TSB ADSs.

Except as required by the FSA, the London Stock Exchange, the Listing Rules, the ProspectusRules, the Disclosure and Transparency Rules or any other applicable law or regulation, theCompany expressly disclaims any obligations or undertaking to release publicly any updates orrevisions to any forward-looking statements contained in this document or incorporated byreference into this document to reflect any change in the Company’s expectations with regardthereto or any change in events, conditions or circumstances on which any such statement isbased.

NOTICE TO ALL INVESTORS

Any reproduction or distribution of this document, in whole or in part, and any disclosure of itscontents or use of any information contained in, or incorporated by reference into, this documentfor any purpose other than considering an investment in the Consideration Shares and/or OpenOffer Shares is prohibited. By accepting delivery of or accessing this document, each offeree of theConsideration Shares and Open Offer Shares agrees to the foregoing.

The distribution of this document and/or the Application Forms and/or the transfer of theConsideration Shares and Open Offer Shares into jurisdictions other than the United Kingdom,Austria, Belgium, Cyprus, Denmark, France, Germany, Greece, Hungary, Ireland, Italy,Liechtenstein, Luxembourg, Malta, the Netherlands, Norway, Portugal, Romania, Spain and Swedenmay be restricted by law. Persons into whose possession these documents come should informthemselves about and observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction. In particular, suchdocuments should not be distributed, forwarded to or transmitted in or into the United States or theRestricted Jurisdictions. The Application Forms and the Consideration and Open Offer Shares arenot transferable, except in accordance with, and the distribution of this document is subject to, therestrictions set out in this Part A of Part III of this document. No action has been taken by LloydsTSB that would permit an offer of the Consideration Shares and Open Offer Shares or possessionor distribution of this document or any other offering or publicity material or the Application Formsin any jurisdiction where action for that purpose is required, other than in the United Kingdom,Austria, Belgium, Cyprus, Denmark, France, Germany, Greece, Hungary, Ireland, Italy,Liechtenstein, Luxembourg, Malta, the Netherlands, Norway, Portugal, Romania, Spain andSweden.

No person has been authorised to give any information or make any representations other thanthose contained in this document and, if given or made, such information or representations mustnot be relied upon as having been authorised by Lloyds TSB. Neither the delivery of this documentnor any subscription or sale made hereunder shall, under any circumstances, create anyimplication that there has been no change in the affairs of Lloyds TSB since the date of thisdocument or that the information in this document is correct as at any time subsequent to its date.

In making an investment decision, each investor must rely on their own examination, analysis andenquiry of Lloyds TSB, HBOS, the Enlarged Group and the terms of the Acquisition and Placingand Open Offer.

In connection with the Acquisition and the Placing and Open Offer, each of the Joint Bookrunnersand any of their respective affiliates, acting as an investor for its own account, may take upConsideration Shares and/or Open Offer Shares and in that capacity may retain, purchase or sellfor its own account such Consideration Shares and/or Open Offer Shares and/or relatedinvestments and may offer or sell such Consideration and Open Offer Shares or other investmentsotherwise than in connection with the Acquisition and the Placing and Open Offer. Accordingly,references in this document to Consideration Shares and Open Offer Shares being offered or

29


placed should be read as including any offering or placement of Consideration Shares and OpenOffer Shares to any of the Joint Bookrunners or any of their respective affiliates acting in suchcapacity. None of the Joint Bookrunners intends to disclose the extent of any such investment ortransactions otherwise than in accordance with any legal or regulatory obligation to do so.

Notice to Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a ‘‘Relevant Member State’’) an offer to the public of any Lloyds TSBShares may not be made in that Relevant Member State, other than in the United Kingdom,Austria, Belgium, Cyprus, Denmark, France, Germany, Greece, Hungary, Ireland, Italy,Liechtenstein, Luxembourg, Malta, The Netherlands, Norway, Portugal, Romania, Spain andSweden once this document has been approved by the UK Listing Authority, as competentauthority in the United Kingdom, and published and passported in accordance with the ProspectusDirective as implemented in Austria, Belgium, Cyprus, Denmark, France, Germany, Greece,Hungary, Ireland, Italy, Liechtenstein, Luxembourg, Malta, The Netherlands, Norway, Portugal,Romania, Spain and Sweden, except that an offer to the public in that Relevant Member State ofany Lloyds TSB Shares may be made at any time under the following exemptions under theProspectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if notso authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees duringthe last financial year; (2) a total balance sheet of more than c43,000,000 and (3) an annualnet turnover of more than c50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in theProspectus Directive); or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Lloyds TSB Shares shall result in a requirement for the publicationof a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any LloydsTSB Shares in any Relevant Member State means the communication in any form and by anymeans of sufficient information on the terms of the offer and any Lloyds TSB Shares to be offeredso as to enable an investor to decide to purchase any Lloyds TSB Shares, as the same may bevaried in that Member State by any measure implementing the Prospectus Directive in thatMember State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includesany relevant implementing measure in each Relevant Member State.

Notice to Investors in Australia

This document is not an Australian law compliant prospectus for the purposes of Divisions 3, 4 and5 of Part 6D.2 of the Corporations Act (other than section 718) and sections 728(1)(b) and (c),728(3)(b), 730(1)(b) and (c), 734 and 735 of the Corporations Act. This document has beenprepared in accordance with the instrument of relief issued by the Australian Securities andInvestments Commission on 13 November 2008, numbered 08-00894. Accordingly the informationdisclosed in this document may not be the same as that which would have been disclosed if thisdocument had been prepared in accordance with Australian law. This document will be lodged withthe Australian Securities and Investments Commission.

The Lloyds TSB Shares issued to Lloyds TSB Shareholders under the Open Offer will be issuedfor the purpose of raising equity capital and not for the purpose of existing Lloyds TSBShareholders on-selling or transferring them.

Notice to Investors in Bermuda

The Lloyds TSB Shares are being offered on a private basis to investors who satisfy criteriaoutlined in this document. The document and the Application Form are not subject to, and havenot received approval from, either the Bermuda Monetary Authority or the Registrar of Companiesin Bermuda and no statement to the contrary, explicit or implicit, is authorised to be made in thisregard. The Lloyds TSB Shares being offered may be offered or sold in Bermuda only incompliance with the provisions of the Investment Business Act 2003 of Bermuda. Additionally, non-

30


Bermudian persons may not carry on or engage in any trade or business in Bermuda unless suchpersons are authorised to do so under applicable Bermuda legislation.

Notice to Investors in Canada

The distribution of securities offered in Canada (the ‘‘Canadian Offering’’) pursuant to the canadianoffering memorandum, which incorporates by reference this document and all documentsincorporated by reference herein, the (‘‘Canadian Offering Memorandum’’), is being made in eachof the Provinces of Canada (individually, a ‘‘Canadian Jurisdiction’’ and collectively, the ‘‘CanadianJurisdictions’’) solely on a private placement basis exempt from the prospectus and registrationrequirements of applicable securities laws in each of the Canadian Jurisdictions as part of theconcurrent Placing and Open Offer of Open Offer Shares. Any certificates representing thesecurities offered pursuant to this document may bear legends required or desirable underapplicable securities laws or policies.

The Canadian Offering is being made solely by the Canadian Offering Memorandum, and anydecision to purchase pursuant to the Canadian Offering should be based solely on informationcontained in the Canadian Offering Memorandum and subject to the conditions described therein.No person has been authorised to give any information or to make any representations concerningthe Canadian Offering other than as contained in the Canadian Offering Memorandum.

Lloyds TSB is not a reporting issuer in any province or territory in Canada and its securities arenot listed on any stock exchange in Canada and there is currently no public market for thesecurities described herein in Canada. Lloyds TSB currently has no intention of becoming areporting issuer in Canada, filing a prospectus with any securities regulatory authority in Canada toqualify the resale of the securities described herein to the public, or listing the securities describedherein on any stock exchange in Canada. Accordingly, to be made in accordance with securitieslaws, any resale of the securities described herein in Canada must be made under availablestatutory exemptions from registration and prospectus requirements or under a discretionaryexemption granted by the applicable Canadian securities regulatory authority. Canadian readers areadvised to seek legal advice prior to any resale of the securities offered hereby.

By its receipt of this document, each Canadian investor confirms that it has expressly requestedthat all documents evidencing or relating in any way to the sale of the securities described herein(including for greater certainty any purchase confirmation or any notice) be drawn up in the Englishlanguage only. Par la reception de ce document, chaque investisseur canadien confirme pariespresentes qu’il a expressement exige que tous les documents faisant foi ou se rapportant dequelque maniere que ce soit a la vente des valeurs mobilieres decrites aux presentes (incluant,pour plus de certitude, toute confirmation d’achat ou tout avis) soient rediges en anglais seulement.

Canadian readers should be aware that the financial statements and other financial informationcontained in this document have been prepared in accordance with IFRS and thus may not becomparable to financial statements and financial information of Canadian companies. Holding anddisposing of the securities offered under this document may have tax consequences in Canadaand other jurisdictions that are not described in this document. Canadian readers are advised toconsult their tax advisers.

Lloyds TSB is formed under the laws of a jurisdiction outside Canada. All of the directors andofficers of Lloyds TSB may be located outside Canada and, as a result, it may not be possible forpurchasers to effect service of process within Canada upon Lloyds TSB or such persons. All or asubstantial portion of the assets of Lloyds TSB may be located outside Canada and, as a result, itmay not be possible for purchasers to satisfy or collect a judgement in Canada against Lloyds TSBor its directors and officers or to enforce a judgement obtained in Canadian courts against LloydsTSB or such persons outside Canada.

Neither this document nor the Canadian Offering Memorandum is, and under no circumstances isto be construed as, a prospectus, an advertisement or a public offering of these securities, inCanada. No securities commission or similar regulatory authority in Canada has reviewed or in anyway passed upon this prospectus or the merits of the Lloyds TSB Shares, and any representationto the contrary is an offence.

Notice to Investors in the Czech Republic

This document has not been and will not be notified to, and it has not been and will not beapproved by, the Czech National Bank of the Czech Republic. The Lloyds TSB Shares may only

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be offered in the Czech Republic to existing shareholders of Lloyds TSB. This document may onlybe distributed in the Czech Republic to the above defined investors, exclusively for their own use.The recipients of this document may not reproduce or distribute it or pass it on to any otherperson.

Notice to Investors in Finland

The Lloyds TSB Shares may not be offered or sold, or this document be distributed, directly orindirectly, to any resident of the Republic of Finland or in the Republic of Finland, except pursuantto applicable Finnish laws and regulations. Specifically, the Lloyds TSB Shares may not be offeredor sold, or this document be distributed, directly or indirectly, to any resident of the Republic ofFinland or in the Republic of Finland, other than to a maximum of 99 investors (under the FinnishSecurities Market Act of 1989). This document has not been approved or notified to the FinnishFinancial Supervision Authority.

Notice to Investors in Hong Kong

The contents of this document and the Application Form have not been reviewed by any regulatoryauthority in Hong Kong. You are advised to exercise caution in relation to the Acquisition and theOpen Offer. If you are in any doubt about any of the contents of this document and/or theApplication Form, you should obtain independent professional advice. Please note that (i) none ofthe Lloyds TSB Shares may be offered or sold in Hong Kong by means of this document, theApplication Form or any other document other than to professional investors within the meaning ofPart I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) (‘‘SFO’’)and any rules made thereunder (‘‘professional investors’’), or in other circumstances which do notresult in the document being a ‘‘prospectus’’ as defined in the Companies Ordinance of Hong Kong(Cap. 32) (‘‘CO’’) or which do not constitute an offer or invitation to the public for the purposes ofthe CO or the SFO, and (ii) no person shall issue or possess for the purposes of issue, whether inHong Kong or elsewhere, any advertisement, invitation or document relating to Lloyds TSB Shareswhich is directed at, or the contents of which are likely to be accessed or read by, the public inHong Kong (except if permitted to do so under the securities laws of Hong Kong) other than withrespect to those Lloyds TSB Shares which are or are intended to be disposed of only to personsoutside Hong Kong or only to such professional investors.

Notice to Investors in Israel

This document does not constitute an offering to the public in Israel within the meaning of Israel’sSecurities Law, 5728-1968. Israeli shareholders should consult their own legal and tax adviserswith respect to the tax consequences of the Acquisition and Placing and Open Offer in theirparticular circumstances.

Notice to Investors in Japan

The solicitation of an offer for the acquisition of the Lloyds TSB Shares has not been and will notbe registered under Article 4, Paragraph 1 of the Financial Instruments and Exchange Law ofJapan (Law No. 25 of 1948, as amended) (‘‘FIEL’’). Any issue of the Lloyds TSB Shares isprohibited if the Japanese acquirer (who is a Resident of Japan as defined under Item 5,Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Control Law (Law No. 228 of1949, as amended)) is an entity which does not qualify as a qualified institutional investor (asdefined in Article 10, Paragraph 1 of the Cabinet Office Ordinance concerning the Definitions underArticle 2, Paragraph 3, Item 1 of the FIEL (Ordinance of the Ministry of Finance No. 14 of 1993,as amended)) (‘‘QII’’). The solicitation of an offer for the acquisition of the Lloyds TSB Shares is onthe condition that the acquirer, who must be a QII, enters into an agreement which provides thatthe subscriber will not transfer the shares to any person other than another QII.

Notice to Investors in Kenya

This document, the Application Form and the offering of Lloyds TSB Shares has not beenapproved by the Capital Markets Authority in Kenya. The offer of Lloyds TSB Shares does notconstitute an offer of shares to the public on the basis of section 376(5) of the Companies Act(chapter 486 of the Laws of Kenya). The offer of Lloyds TSB Shares will be carried out as a‘‘private’’ offer within the meaning of regulation 21 of the Capital Markets (Securities) (PublicOffers, Listing and Disclosures) Regulations, 2002 as amended.

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This document and the Application Form will be distributed in Kenya to a limited number of existingLloyds TSB Shareholders and should not be provided to any person other than the originalrecipients, and may not be reproduced or used by the original recipient or any other person for anyother purpose. The Lloyds TSB Shares may not be offered or sold directly or indirectly to thepublic in Kenya.

Notice to Investors in Malaysia

This document has not been approved by the Securities Commission of Malaysia as a prospectusand will not be registered with the Securities Commission of Malaysia. This document is not anoffer or invitation to subscribe for or purchase securities and shall not be issued, circulated ordistributed in Malaysia.

Notice to Investors in New Zealand

This document is not a New Zealand prospectus or an investment statement and has not beenregistered, filed with or approved by any New Zealand regulatory authority under or in accordancewith the Securities Act 1978 (or any other relevant New Zealand law). This document may notcontain all the information that an investment statement or prospectus under New Zealand law isrequired to contain. Lloyds TSB Shares are offered to the public of New Zealand under thisdocument in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (NewZealand).

Notice to Investors in Oman

This document and the Application Form are being sent at the request of each investor in Omanand should not be distributed to any person in Oman other than its intended recipient without theprior consent of the Capital Market Authority in Oman.

The Lloyds TSB Shares, this document, the Application Form or any offering material relating tothe Lloyds TSB Shares may not be distributed to any person in Oman without the prior consent ofthe Capital Market Authority and then only in accordance with any terms and conditions of suchconsent.

Notice to Investors in the Philippines

The Lloyds TSB Shares are being offered or sold in the Philippines as transactions exempt fromthe registration requirements of the securities regulation code on the basis of offers or sales toexisting stockholders (under section 10.1 (e)), private placements (under section 10.1 (k)) and/orsale to qualified buyers (under section 10.1 (l)). Confirmation that the offer and sale of the LloydsTSB Shares are exempt transactions has not been secured from the securities and exchangecommission. The Lloyds TSB Shares have not been registered with the securities and exchangecommission under the securities regulation code. Any future offer or sale thereof is subject toregistration requirements under the code unless such offer or sale qualifies as an exempttransaction.

Notice to Investors in Poland

No permit has been obtained from the Polish Financial Supervisory Commission (the ‘‘FSC’’) inrelation to the issue of the Lloyds TSB Shares, nor has the issue of the Lloyds TSB Shares beennotified to the FSC in accordance with applicable procedures. Accordingly, the Lloyds TSB Sharesmay not be offered in the Republic of Poland (‘‘Poland’’) publicly, as defined in the Polish Act onPublic Offerings and on the Conditions of Introducing Financial Instruments to an OrganisedTrading System and on Public Companies dated 29 July 2005 (as amended) as an offer to sell orpurchase securities, made in any form and by any means, if the offering is directed at 100 or morepeople or at an unnamed addressee (‘‘Public Offering’’). Each investor confirms that it is awarethat no such permit has been obtained, no such notification has been made, and represents that ithas not offered, sold or delivered and shall not offer, sell or deliver the Lloyds TSB Shares inPoland in the manner defined as a Public Offering as part of their initial distribution or otherwise toresidents of Poland or in Poland. Each investor acknowledges that the acquisition and holding ofthe Lloyds TSB Shares by residents of Poland may be subject to restrictions imposed by Polishlaw (including foreign exchange regulations), and that the offers and sales of the Lloyds TSBShares to Polish residents or in Poland in secondary trading may also be subject to restrictions.

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Notice to Investors in the PRC

This document and the Application Form does and do not constitute an offer to sell or thesolicitation of an offer to buy any securities in the People’s Republic of China (excluding HongKong, Macau and Taiwan, the ‘‘PRC’’) to any person to whom it is unlawful to make the offer orsolicitation in the PRC.

The Company, Citi, Lazard, Merrill Lynch and UBS do not represent that this document and/or theApplication Form may be lawfully distributed, or that any Lloyds TSB Shares may be lawfullyoffered, in compliance with any applicable registration or other requirements in the PRC, orpursuant to an exemption available thereunder, or assume any responsibility for facilitating anysuch distribution or offering. In particular, no action has been taken by the Company, Citi, Lazard,Merrill Lynch and UBS which would permit a public offering of any Lloyds TSB Shares ordistribution of this document or the Application Form in the PRC. Accordingly, the Lloyds TSBShares are not being offered or sold within the PRC by means of this document or any otherdocument. Neither this document, the Application Form nor any advertisement or other offeringmaterial may be distributed or published in the PRC, except under circumstances that will result incompliance with any applicable laws and regulations.

Notice to Investors in Qatar

The Lloyds TSB Shares and the Application Form have not been registered for public offer ordistribution in Qatar. The Lloyds TSB Shares and the Application Form must not be distributedwithin Qatar by way of a public offer, public advertisement or in any similar manner and thisdocument, the Application Form and any other document relating to the Lloyds TSB Shares, aswell as information contained therein, may not be supplied to the public in Qatar or used inconnection with any offer for acquisition of the Lloyds TSB Shares to the public in Qatar. Thisdocument, the Application Form and other offering materials relating to the offer of the Lloyds TSBShares are strictly confidential and may not be distributed to any person or entity other than therecipients thereof.

Notice to Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons asare permitted under the Offers of Securities Regulations dated 20/8/1425AH corresponding to 4/10/2004 (as amended by resolution number 1-28-2008 dated 17/8/1429H Corresponding to18/8/2008G) (the ‘‘Regulations’’) issued by the Capital Market Authority. The Capital MarketAuthority does not make any representation as to the accuracy or completeness of this documentand expressly disclaims any liability whatsoever for any loss arising from, or incurred in relianceupon, any part of this document. No action has been or will be taken in the Kingdom of SaudiArabia that would permit a public offering, or possession or distribution of any offering materials inrelation thereto. Securities may only be offered and sold in the Kingdom of Saudi Arabia throughpersons authorised to do so. Investors are informed that Article 17 of the Regulations placesrestrictions on secondary market activity with respect to securities. Prospective purchasers ofsecurities should conduct their own due diligence on the accuracy of the information containedherein. If you do not understand the contents of this document you should consult an authorisedfinancial adviser.

Notice to Investors in Singapore

Offer to holders of Existing Ordinary Shares in Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this document and any other document or material in connection with the offer or sale,or invitation for subscription or purchase, of Lloyds TSB Shares may not be circulated ordistributed, nor may Lloyds TSB Shares be offered or sold, or be made the subject of an invitationfor subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) toa holder of Existing Ordinary Shares pursuant to section 273(1)(cd) of the Securities and FuturesAct, Chapter 289 of Singapore (the ‘‘SFA’’) or (ii) otherwise pursuant to, and in accordance with,the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII ofthe SFA.

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Offer to institutional investors and sophisticated investors in Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this document and any other document or material in connection with the offer or sale,or invitation for subscription or purchase, of Lloyds TSB Shares may not be circulated ordistributed, nor may Lloyds TSB Shares be offered or sold, or be made the subject of an invitationfor subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) toan institutional investor under section 274 of the SFA, (ii) to a relevant person (defined in section275(2) of the SFA), or any person pursuant to section 275(1A), and in accordance with theconditions specified in section 275 of the SFA or (iii) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision of the SFA.

Where Lloyds TSB Shares are subscribed or purchased under section 275 of the SFA by arelevant person that is:

(a) a corporation (which is not an accredited investor (as defined in section 4A of the SFA)) thesole business of which is to hold investments and the entire share capital of which is ownedby one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to holdinvestments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’rights and interest (howsoever described) in that trust shall not be transferred within six monthsafter that corporation or that trust has acquired the Lloyds TSB Shares pursuant to an offer madeunder section 275 except:

1. to an institutional investor (for corporations, under section 274 of the SFA) or to a relevantperson defined in section 275(2) of the SFA, or to any person pursuant to an offer that ismade on terms that such shares, debentures and units of shares and debentures of thatcorporation or such rights and interest in that trust are acquired at a consideration of not lessthan S$200,000 (or its equivalent in a foreign currency) for each transaction, whether suchamount is to be paid for in cash or by exchange of securities or other assets, and further forcorporations, in accordance with the conditions specified in section 275 of the SFA;

2. where no consideration is or will be given for the transfer; or

3. where the transfer is by operation of law.

Notice to Investors in Slovakia

The offer to acquire the Lloyds TSB Shares under the Placing and Open Offer does not qualify asa public offer of securities within the meaning of section 120 of the Slovak Securities Act (Act No.566/2001 Coll., as amended). This offer is structured as a private placement. Accordingly, this offerhas not been and will not be approved by the National Bank of Slovakia nor will any notice,advertisement, poster or other materials relating to the offer be filed with the National Bank ofSlovakia. This offer is addressed to Lloyds TSB Shareholders in Slovakia only and must not bedistributed, directly or indirectly, to any persons in the Slovak Republic other than to: (i) qualifiedinvestors as defined in section 120(6) of the Slovak Securities Act; or (ii) other investors incircumstances which do not require the publication of a prospectus as set forth in section 120(3) ofthe Slovak Securities Act.

Lloyds TSB Shareholders in Slovakia or any other person must not pass this offer on or make itavailable to any third party. Consequently, this offer or any notice, advertisement, poster or othermaterials relating to this offer must not be communicated to a broader circle of persons, in anyform and by any means, presenting sufficient information on the terms of the offer. The restrictionincludes without limitation the following means of communication:

(a) press, radio or television broadcasting, on the internet or through any other means ofelectronic communication;

(b) presenting materials in a printed form; or

(c) communication to the public through unsolicited correspondence or unsolicited personalcontact.

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Notice to Investors in South Africa

This document is not an invitation to the public to subscribe for or an offer to the public topurchase Lloyds TSB Shares, as contemplated in the South African Companies Act, 1973, but isissued in compliance with the Prospectus Rules for the purposes of giving information to the publicwith regard to Lloyds TSB.

Notice to Investors in the United Arab Emirates

This document is strictly private and confidential and is being distributed to a limited number ofinvestors and must not be provided to any person other than the original recipient, and may not bereproduced or used for any other purpose.

By receiving this document, the person or entity to whom it has been issued understands,acknowledges and agrees that none of the Lloyds TSB Shares or this document have beenapproved by the UAE Central Bank, the UAE Ministry of Economy and Planning or any otherauthorities in the United Arab Emirates, nor have any of Citi, Lazard, Merrill Lynch, UBS or anyother person received authorisation or licensing from the UAE Central Bank, the UAE Ministry ofEconomy and Planning or any other authorities in the United Arab Emirates to market or sell theLloyds TSB Shares within the United Arab Emirates. No marketing of the Lloyds TSB Shares hasbeen or will be made from within the United Arab Emirates and no sale or acquisition of LloydsTSB Shares may or will be consummated within the United Arab Emirates. It should not beassumed that Citi, Lazard, Merrill Lynch, UBS or any other person is a licensed broker, dealer orinvestment adviser under the laws applicable in the United Arab Emirates, or that it advisesindividuals resident in the United Arab Emirates as to the appropriateness of investing in orpurchasing or selling securities or other financial products. The interests in the Lloyds TSB Sharesmay not be offered or sold, directly or indirectly, to the public in the United Arab Emirates. Thisdoes not constitute a public offer of securities in the United Arab Emirates in accordance with theCommercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

The Lloyds TSB Shares are not being offered, distributed, sold or publicly promoted or advertised,directly or indirectly, to, or for the account or benefit of, any person in the Dubai InternationalFinancial Centre (‘‘DIFC’’). This document is not intended for distribution to any person in the DIFCand any such person that receives a copy of this document should not act or rely on thisdocument and should ignore the same. The Dubai Financial Services Authority has not approvedthe Lloyds TSB Shares or the document nor taken steps to verify the information set out in it, andhas no responsibility for it.

General Notice

Nothing contained in this document nor the information incorporated by reference herein isintended to constitute or should be construed as business, investment, legal, tax, accounting orother professional advice. This document is for your information only and nothing in this documentis intended to endorse or recommend a particular course of action. You should consult with anappropriate professional for specific advice rendered on the basis of your situation.

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Should you require further assistance please call the Shareholder Helpline on 0845 600 3579 (frominside the United Kingdom) or +44 208 495 4632 (from outside the United Kingdom) availablebetween the hours of 8.30 a.m. to 5.30 p.m. on any Business Day.

Please note that for legal reasons, the Shareholder Helpline is only able to provide informationcontained in this document and information relating to Lloyds TSB’s register of members and isunable to give advice on the merits of the Acquisition or the Placing and Open Offer or to providelegal, business, financial, tax or investment advice.

The contents of this document should not be construed as legal, business, accounting, tax,investment or other professional advice. Each prospective investor should consult his, heror its own appropriate professional advisers for advice.

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imprima — C99540

Lloyds TSB Group plc

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