SSE PLC

Capital/Financing Update • Dec 9, 2013

Final Terms dated 6 December 2013

SSE plc Issue of €500,000,000 2.375 per cent. Notes due February 2022 under the €10,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 2 August 2013 and the Supplemental Prospectus dated 28 November 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (and amendments thereto, including Directive 2010/73/EU) (the "Prospectus Directive"). 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 such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing at the website of the London Stock Exchange http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-newshome.html and during normal business hours copies may be obtained from SSE plc, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ.

1	Issuer:	SSE plc
2	Series Number: (i)	9
	(ii) Tranche Number:	1
3	Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount of Notes:	EUR 500,000,000
5	Issue Price:	99.401 per cent. of the Aggregate Nominal Amount
6	(i) Specified Denominations:	EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000.
	Calculation Amount: (ii)	EUR 1,000
7	(i) Issue Date:	10 December 2013
	(ii) Interest Commencement Date:	Issue Date
8	Maturity Date:	10 February 2022
9	Interest Basis:	2.375 per cent. Fixed Rate (further particulars specified below)
10	Redemption/Payment Basis:	Redemption at par
11	Change of Interest Redemption/ or Payment Basis:	Not Applicable

1

12	Put/Call Options:		Change of Control Put SSE Restructuring Event Put
13	(i)	Status of the Notes:	Senior
	(ii)	Date Board approval for issuance of Notes obtained:	19 September 2013
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14		Fixed Rate Note Provisions:	Applicable
	(i)	Rate of Interest:	2.375 per cent. per annum payable annually in arrear
	(i)	Interest Payment Date(s):	10 February in each year, from and including 10 February 2015 up to and including the Maturity Date
			There will be a long first interest coupon for the period starting from, and including, the Issue Date to, but excluding, 10 February 2015 (the "Long First Interest Period")
	(iii)	Fixed Coupon Amount:	EUR 23.75 per Calculation Amount
		(iv) Broken Amount(s):	EUR 27.78 per Calculation Amount payable on 10 February 2015 in respect of the Long First Interest Period
	(v)	Day Count Fraction:	Actual/Actual (ICMA)
		(vi) Determination Dates:	10 February in each year, from and including 10 February 2015
15	Floating Rate Note Provisions:		Not Applicable
16	Zero Coupon Note Provisions:		Not Applicable
17		RPI Linked Note Provisions:	Not Applicable
PROVISIONS RELATING TO REDEMPTION
18		Call Option:	Not Applicable
19		General Put Option:	Not Applicable
20		Restructuring Event Put Option:	Not Applicable
21		Change of Control Put Option:	Applicable
	(i)	Redemption Change of Control Amount:	EUR 1,000 per Calculation Amount
	(ii)	Put Period:	The period of 30 days beginning on and including the date on which a Put Event Notice is given in accordance with Condition

$6(e)(v)$ .

The earlier of (1) the Maturity Date or (2) the (iii) Put Date: date which falls seven days after the last day of the Put Period. SSE Restructuring Event Put Option: Applicable $22$ SSE Restructuring Event Redemption EUR 1,000 per Calculation Amount $(i)$ Amount: The period of 30 days beginning on and (ii) Put Period: including the date on which a Put Event Notice is given in accordance with Condition $6(e)(v)$ . The earlier of (1) the Maturity Date or (2) the (iii) Put Date: date which falls seven days after the last day of the Put Period. EUR 1,000 per Calculation Amount Final Redemption Amount of each Note: 23 Early Redemption Amount: 24 EUR 1,000 per Calculation Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: GENERAL PROVISIONS APPLICABLE TO THE NOTES Bearer Notes 25 Form of Notes: Temporary Global Note exchangeable for a Note which is Global Permanent exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note Yes 26 New Global Note: London, TARGET 27 Financial Centre(s): No 28 Talons for future Coupons to be attached to Definitive Notes: Reg. S Compliance Category 2; TEFRA D 29 U.S. Selling Restrictions: Signed on behalf of the Issuer: By: $\frac{2}{\sqrt{2}}$ Duly authorised

PART B - OTHER INFORMATION

$\ddot{\mathbf{1}}$ LISTING

Admission to trading: $(i)$

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc and admitted to the Official List of the UK Listing Authority with effect from the Issue Date.

(ii) Estimate of total expenses related to £3,600 admission to trading:

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued have been rated:

Standard & Poor's Credit Market Services Europe Limited: A-Moody's Investors Service, Ltd.: A3

Each of Standard & Poor's Credit Market Services Europe Limited and Moody's Investors Service, Ltd. is established in the European Union and is registered under Regulation (EC) No. 1060/2009 $(as$ amended).

$\overline{3}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4 Fixed Rate Notes only - YIELD

Indication of yield:

2.456 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5 OPERATIONAL INFORMATION

ISIN Code:

Common Code:

XS1003017099

Not Applicable

100301709

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Delivery:

Delivery against payment

Names and addresses of additional Not Applicable Paying Agent(s) (if any):

$\alpha$