FINAL TERMS MIFID II product governance I Professional investors and eligible counterparties only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID 11 is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. 4 September 2018 South Eastern Power Networks pie Legal entity identifier (LEI): 213800H7NWVLCWAVKA15 Issue of 50,000,000 5.625 per cent. Notes due 2030 (to be consolidated and form a single series with the existing 200,000,000 5.625 per cent. Notes due 2030 issued on I 7 June 201 I (the Existing Notes)) under the 10,000,000,000 Euro Medium Term Note Programme PARTA-CONTRACTUALTERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated 26 May 2011 which are incorporated by reference into the Offering Circular dated 25 July 2018. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular dated 25 July 20 l 8 which constitutes a base prospectus for the purposes of the Prospectus Directive (the " Offering Circular"), including the Conditions incorporated by reference in the Offering Circular. Full information on the Issuer and the offer of the Notes is onl y available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange. I. Issuer: South Eastern Power Networks pie 2. Series Number: 2011-1 Tranche Number: 2 (iii) Date on which the Notes will be The Notes will be consolidated and form a single Series consolidated and form a single Series: with the Existing Notes on the Issue Date 3. Specified Currency or Currencies: Sterling ( ) 4. Aggregate Nominal Amount: Series: Tranche: 250,000,000 50,000,000 5. Issue Price of Tranche: 127.5 18 per cent. of the Aggregate Nominal Amount plus accrued interest of 2,627,568.49 in respect of the period from (and including) the Interest Commencement Date to (but excluding) the Issue Date 6. Specified Denominations: 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in definitive form will be issued with a denomination above 199,000 Calculation Amount (in re lation to 1,000
calculation of interest in global form see Conditions): Interest Commencement Date: 30 September 20 17 8. Maturity Date: 30 September 2030 9. Interest Basis: 5.625 per cent. Fixed Rate (further particulars specified in paragraph 14 below) 2 21. Final Redemption Amount of each Note: I,OOO per Calculation Amount 20. Investor Put: 19. Issuer Call: PROVISIONS RELATING TO REDEMPTION 18. Index Linked Note Provisions: PROVISIONS RELATING TO INDEXATION (IF APPLICABLE) 17. Index Linked Interest Note Provisions: 16. Zero Coupon Note Provisions: 15. Floating Rate Note Provisions: (vi) Determination Date(s): 30 September in each year (v) Day Count Fraction: Actual/Actual (ICMA) (iv) Broken Amount(s) for Notes in defin itive form (and in relation to Notes in global form see Conditions): (iii) Fixed Coupon Amount(s) fo r Notes in 56.25 per Calculation Amount definitive form (and in relation to Notes in global form see Conditions): Interest Payment Date(s): 30 September in each year up to and including the Maturity Date Rate(s) ofinterest: 5.625 per cent. per annum payable in arrear on each Inte rest Payment Date 14. Fixed Rate Note Provisions: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAY ABLE 13. Date approval by the Board of Directors and a sub- 26 January 2015 and 3 September 20 18, respectively committee of the Board of Directors for issuance of Notes obtained: 12. Put/Call Options: 11. Change ofinterest Basis: I 0. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount 7. Issue Date: 6 September 2018
Minimum Final Redemption Amount: Maximum Final Redemption Amount: 22. Early Redemption Amount of each Note payable on 1,000 per Calculation Amount redemption for taxation reasons, indexation reasons or on event of default: Minimum Early Redemption Amount: GENERAL PROVISIONS APPLICABLE TO THE NOTES 23. Form ofnotes: Form: Permanent Global Note exchangeable for Definitive Notes on ly upon an Exchange Event December 2005 24. Additional Financial Centre(s): 25. Talons for future Coupons to be attached to Definitive No Notes: Signed on behalf of South Eastern Power Networks pie: By:... ~... Basil Scarsella Director and Chief Executive Officer 3 Yes New Global Note: Maximum Early Redemption Amount: Notes shall not be physica lly delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14
1. LISTING AND ADMISSION TO TRADING Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 6 September 20 18. 4 (vi) Names and addresses of additional Paying Agent(s) (if any): (vii) Delivery: Delivery against payment. (viii) Intended to be held in a manner which would No. allow Eurosystem eligibility: (iv) FISN: EASTERN POWER/5.625 MTN 20300930 (v) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s): (iii) CF!: DTFUFB ISIN: XS0638843085 Common Code: 063884308 S. OPERATIONAL INFORMATION The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. Indication of yield: 2.89 1 per cent. per annum 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for the fees payable to RBC Europe Limited (the Manager), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Manager and its affi liates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, 4. YIELD and may perform other services for, the Issuer and its affi liates in the ordinary course of business. Each of Moody's and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). Ratings: The Notes to be issued are expected to be rated Baa I by Moody's Investors Service Limited (Moody's) and BBB+ by Standard & Poor's Credit Market Services Europe Limited (S&P). 2. RATINGS Estimate of total expenses related to 3,375 admission to trading: The Existing Notes were admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 17 June 20 I I. PART B- OTHER INFORMATION
6. SELLING RESTRICTIONS U.S. Selling Restrictions: Reg. S Compliance Category I; TEFRA C Prohibition of Sales to EEA Retail Investors: (iii) Prohibition of Sales to Belgian Consumers: Applicable 5