Barclays PLC — Capital/Financing Update 2011

Oct 14, 2011

Final Terms BARCLAYS

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated with limited liability in the Cayman Islands)

GLOBAL STRUCTURED SECURITIES PROGRAMME

for the issue of Securities

BARCLAYS BANK PLC

645 Equity Linked Certificates due October 2014 (the "Certificates")

Series NX00052262

under the Global Structured Securities Programme

Issue Price: NOK 10,000 per Certificate

This document constitutes the final terms of the Certificates (the "Final Terms") described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") and is supplemental to and should be read in conjunction with the Base Prospectus dated 5 August 2011, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in this document shall bear the same meanings when used herein.

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in these Final Terms is in accordance with the facts and does not contain anything likely to affect the import of such information.

Investors should refer to the sections headed "Risk Factors" in the Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.

Barclays Capital

Final Terms dated 14 October 2011

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.

Index and ETF Disclaimer

1. Topix Index Disclaimer: (i) The TOPIX Index Value and the TOPIX Index Marks are subject to the rights owned by the Tokyo Stock Exchange, Inc. and the Tokyo Stock Exchange, Inc. owns all rights relating to the TOPIX Index such as calculation, publication and use of the TOPIX Index Value and relating to the TOPIX Index Marks.

(ii) The Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of the TOPIX Index Value or to change the TOPIX Index Marks or cease the use thereof.

(iii) The Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever, either as to the results stemmed from the use of the TOPIX Index Value and the TOPIX Index Marks or as to the figure at which the TOPIX Index Value stands on any particular day.

(iv) The Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of the TOPIX Index Value and data contained therein. Further, the Tokyo Stock Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of the TOPIX Index Value.

(v) No Licensed Products are in any way sponsored, endorsed or promoted by the Tokyo Stock Exchange, Inc.

(vi) The Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the Licensed Products or an advice on investments to any purchaser of the Licensed Products or to the public.

(vii) The Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the Licensed Products for calculation of the TOPIX Index Value.

(viii) Including but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible for any damage resulting from the issue and sale of the Licensed Products.

1. EuroStoxx 50 Disclaimer: The EURO STOXX $50^\circ$ is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors ("Licensors"), which is used under license. The securities based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX and its Licensors and neither of the Licensors shall have any liability with respect thereto.

2. S&P 500 Index Disclaimer: The Certificates are not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC ("S&P") or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Certificates or any member of the public regarding the advisability of investing in securities generally or in the Certificates particularly

or the ability of the S&P 500 Index (for the purposes of this disclaimer, the "Index") to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays PLC is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to Barclays PLC or the Certificates. S&P and its third party licensors have no obligation to take the needs of Barclays PLC or the owners of the Certificates into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Certificates or the timing of the issuance or sale of the Certificates or in the determination or calculation of the equation by which the Certificates is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Certificates.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING. IN NO EVENT WHATSOEVER SHALL S&P. ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The S&P 500 are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by Barclays PLC.

1. FTSE 100 Disclaimer: The Certificates are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of theFTSE 100 Index (for the purposes of this disclaimer, "the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.

1. S&P ASX 200 Disclaimer: The Certificates are not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC ("S&P") or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Certificates or any member of the public regarding the advisability of investing in securities generally or in the Certificates particularly or the ability of the S&P ASX 200 (for the purposes of this disclaimer, the "Index") to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays PLC is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to Barclays Plc or the Certificates. S&P and its third party licensors have no obligation to take the needs of Barclays Plc or the owners of the Certificates into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Certificates or the timing of the issuance or sale of the Certificates or in the determination or calculation of the equation by which the Certificates is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Certificates.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING. IN NO EVENT WHATSOEVER SHALL S&P. ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The S&P ASX 200 are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by Barclays PLC.

1. Swiss Market Index Disclaimer: These securities are not in any way sponsored, ceded, sold or promoted by the SWX Swiss Exchange and the SWX Swiss Exchange makes no warranty or representation whatsoever, express or implied, either as to the results to be obtained from the use of Swiss Market Index® index (for the purposes of this disclaimer, the "Index") and/or the level at which such index stands at any particular time on any particular day. However, the SWX Swiss Exchange shall not be liable (whether through negligence or otherwise) to any person for any error in the index and the SWX Swiss Exchange shall not be under any obligation to disclose such errors.

® SWX®, SWX Swiss Exchange®, SPI®, Swiss Performance Index (SPI)®, SPI EXTRA®, SMI®, Swiss Market Index®(SMI)®, SMIM®, SMI MID (SMIM)®, SMI Expanded®, SXI®, SXI LIFE SCIENCES®, SXI Bio+Medtech®, SBI®, SBI Swiss Bond Index®, VSMI®, SWX Immobilienfonds Index® and SWX Quotematch® are trademarks that been registered in Switzerland and/or abroad by the SWX Swiss Exchange.

1. Ishares Disclaimer: iShares is a registered mark of BlackRock Institutional Trust Company, N.A. ("BlackRock"). The Securities are not sponsored, endorsed, sold, or promoted by BlackRock. BlackRock makes no representations or warranties to the owners of the Securities or any member of the public regarding the advisability of investing in the Securities. BlackRock has no obligation or liability in connection with the operation, marketing, trading or sale of the Securities.

Part A Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 5 August 2011.

Parties
Issuer:	Barclays Bank PLC
Guarantor:	N/A
Manager:	Barclays Bank PLC
Determination Agent:	Barclays Bank PLC
Issue and Paying Agent:	Skandinaviska Enskilda Banken AB (publ) (the "VPS Issue and Paying Agent")
Stabilising Manager:	N/A
Registrar:	N/A
Italian Securities Agent:	N/A
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	N/A
Exchange Agent:	N/A
Additional Agents:	N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS, SEE "PURCHASE AND SALE" AND "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.

EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

These Securities are VPS Registered Securities. Securityholders should refer to the provisions of the Norwegian Securities Annex of the Base Prospectus which shall apply to the Securities.

1	Series:	NX00052262
2	Currency:	Norwegian Krone ("NOK")
3	Notes:	N/A
4	Certificates:
	Number of Certificates: (i)	645
	(ii) Minimum Tradable Amount:	1 Certificate
	(iii) Calculation Amount per Certificate as at the Issue Date:	NOK 10,000 per Certificate
5	Form:
	Global/Definitive/Uncertificated (i) and dematerialised:	The Securities uncertificated in are and dematerialised book-entry form
	(ii) NGN Form:	N/A
	(iii) Held under the NSS:	N/A
	(iv) CGN Form:	N/A
	$(v)$ CDIs:	N/A
6	Trade Date:	30 September 2011
7	14 October 2011 Issue Date:
8	Redemption Date:	The latter of (i) 14 October 2014, and (ii) 10 Business Days after the Valuation Date, subject to adjustment in accordance with the Business Day Convention.
9	Issue Price:	NOK 10,000 per Certificate
10	Relevant Stock Exchange:	London Stock Exchange
11	The following Relevant Annex(es) shall	Equity Linked Annex
	apply to the Securities:	Norwegian Securities Annex
	Provisions relating to interest (if any) payable on the Securities

12 Interest: $N/A$

13	Interest Amount:	N/A
14	Interest Rate:	N/A
15	Screen Rate Determination:	N/A
16	ISDA Determination:	N/A
17	Margin:	N/A
18	Minimum/Maximum Interest Rate:	N/A
19	Interest Commencement Date:	N/A
20	Interest Determination Date:	N/A
21	Interest Calculation Periods:	N/A
22	Interest Payment Dates:	N/A
23	Day Count Fraction:	N/A
24	Fallback provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:	N/A
	Provisions relating to Redemption
25	Settlement Method:	For the purposes of Condition 5.1 of the Base Conditions:
		Cash Settlement
26	Settlement Currency:	NOK
27	Settlement Number:	As defined in Condition 24 of the Base Conditions
28	Terms relating to Cash Settled Securities:
	Final Cash Settlement Amount: (i)	In respect of each Certificate, an amount in the Settlement Currency, payable on the Redemption Date, and calculated as follows:
		(A) If on the Valuation Date, Basket Return is greater than 0, then the Final Cash Settlement Amount will be equal to:
		Calculation Amount x (100% + Participation x BasketReturn)
		(B) Otherwise, If on the Valuation Date, BasketReturn is less than or equal to 0 per cent., the Final Cash Settlement Amount will be equal to:
		Calculation Amount x (100% + BasketReturn) Where:

"Basket Return" means a value calculated as follows:

Index_i initial n means in respect of each Underlying $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1}{2}$ $\int$ $\frac{1$ the Index Level or, as the case may be, the Share Price for the Share, on the Strike Date.

$Index_i$

^t_Final, means in respect of each Underlying_i the Index Level for, as the case may be, the Share Price for the Share on the Valuation Date.

"Participation" means indicative 135 per cent. as determined by the Determination Agent on the Trade Date.

"Strike Date" means 30 September 2011.

"Share Price" means in respect of the Share, the price of the Share at the Valuation Time on any Scheduled Trading Day.

"Underlying_i" means each Index_i and Share comprised in the basket of Reference Assets.

"W_i" means in respect of each Underlying_i as set out in the Schedule.

As defined in Condition 24 of the Base Conditions

As defined in Condition 24 of the Base Conditions

29 Terms relating to Physically Delivered Securities:

(iii) Early Cash Redemption Date:

(ii) Early Cash Settlement Amount:

• $N/A$ 30 Nominal Call Event:
• $N/A$ 31 Call Option:
• 32 Put Option: $N/A$
• 33 Specified Early Redemption Event: $N/A$
• $N/A$ 34 Maximum and Minimum Redemption Requirements:
• 35 Additional Disruption Events in addition $N/A$ to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:

$N/A$

36		Share Linked Securities:	Applicable
		(i) Share(s) (each a "Reference Asset"):	iShares MSCI Emerging Markets Index Fund Shares (the "Share" and together with each Index i , an "Underlying i ") as comprised in the basket of Reference Assets.
		(ii) Exchanges:	In respect of the Share, as set out in the Schedule
		(iii) Related Exchanges:	In respect of the Share, All Exchanges as set out in the Schedule
		(iv) Exchange Rates:	N/A
	Assets:	(v) Weighting for each Reference Asset comprising the Basket of Reference	In respect of the Share as set out in the Schedule
	Asset:	(vi) Initial Price of each Reference	In respect of the Share as set out in the Schedule under the heading "Initial Index Level."
		(vii) Number of Shares:	N/A
		(viii) Substitution of Shares:	N/A
		(ix) Valuation Date:	30 September 2014
		(x) Valuation Time:	As per the Equity Linked Annex
		(xi) Averaging:	N/A
		(xii) Additional Disruption Event in respect of Share Linked Securities:	Insolvency Filing
		(xiii) FX Disruption Event:	N/A
		(xiv) Market Access Dividend and Rights Issue Provisions:	N/A
		(xv) Dividend Exchange Rate:	N/A
		(xvi) Other adjustments:	N/A
37	only):	Index Linked Securities (Equity indices	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	Each Index as comprised in the basket of Reference Assets (each an "Index i " and together with the Share, each an "Underlying;") as set out in the Schedule (each an "Index i ")
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(iv)	Exchange:	In respect of each Index i , as set out in the Schedule
	(v)	Related Exchange:	In respect of each Index i , All Exchanges
	(vi)	Exchange Rate:	N/A

	(vii) Weighting for each Reference Asset comprising the Basket of Reference Assets:		N/A
	(viii)	Index Level of each Reference Asset:	In respect of each Index i the level of the applicable Index i at the Valuation Time on any Scheduled Trading Day
	(ix)	Valuation Date:	30 September 2014
	(x)	Valuation Time:	As defined in the Equity Linked Annex
	(xi)	Averaging:	N/A
	(xii)	Additional Disruption Event in respect of Index Linked Securities:	N/A
	(xiii)	FX Disruption Event:	N/A
	(xiv)	Other adjustments:	N/A
38		Inflation Linked Securities:	N/A
39		FX Linked Securities:	N/A
40		Credit Linked Securities:	N/A
41		Commodity Linked Securities:	N/A
42	(a) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex):		N/A
	Barclays Capital Equity Index (b) Securities (Section 3 of the Barclays Capital Index Annex): (c) Barclays Capital FX Index Linked N/A Securities (Section 4 of the Barclays Capital Index Annex):		N/A
		(d) Barclays Capital Interest Rate Index Linked Securities (Section 5 of the Barclays Capital Index Annex):	N/A
		(e) Barclays Capital Emerging Market Index Linked Securities (Section 6 of the Barclays Capital Index Annex):	N/A
43		Bond Linked Securities:	N/A
44		Fund Linked Securities:	N/A

Provisions relating to Settlement

45 Settlement in respect of VP Notes, APK For so long as it is a requirement of the VPS Rules, Registered Securities, Dutch Securities, the VPS Registered Securities may not provide for

	Swedish Registered Securities or Securities:	Registered Securities, VPS any form of settlement (including in respect of Spanish payment of interest) other than payment in cash
46	Additional provisions relating to Taxes N/A and Settlement Expenses:
	Definitions
47	Business Day:	As defined in Condition 24 of the Base Conditions
48	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
49	Non-US Selling Restrictions:	As described in the Base Prospectus
50	Applicable TEFRA exemption:	N/A
General
51	Business Day Convention:	Modified Following
52	Relevant Clearing Systems:	Verdipapirsentralen ASA
53	If syndicated, names of Managers:	N/A
54	Details relating to Partly Paid (a) Securities:	N/A
	Details relating to Instalment (b) Notes:	N/A
55	Relevant securities codes:	ISIN: GB00B5P7L742
56	Modifications the to Master Subscription Agreement and/or Agency Agreement:	N/A
57	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part B Other Information

(i)	Listing:	London
(ii)	Admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to listing and trading on the London Stock Exchange's Regulated Market on or around the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	GBP 300

Ratings $\overline{2}$

$\mathbf{1}$

Ratings:

Listing and Admission to Trading

The Securities have not been individually rated.

3 Notification

The Financial Services Authority has provided the competent authority in Norway with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

Interests of Natural and Legal Persons involved in the Issue $\overline{4}$

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

Reasons for the Offer, Estimated Net Proceeds and Total Expenses 5

(i)	Reasons for the offer:	General funding
	(ii) Estimated net proceeds:	NOK 6.450,000
	(iii) Estimated total expenses:	N/A

Fixed Rate Securities Only - Yield $6¹$

$N/A$

$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates

$N/A$

Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying

Past performance and volatility of each Index_i or Share can be obtained on the relevant Bloomberg Code as set out in the Schedule.

Investors should note that historical performance should not be taken as an indicative of future performance.

The Issuer does not intend to provide post-issuance information.

Performance of Rates of Exchange and Explanation of Effect on Value of Investment $\overline{9}$

$N/A$

10 Operational Information

Any clearing system(s) other than Euroclear	Verdipapirsentralen ASA
Bank S.A./N.V. and Clearstream Banking, société anonyme (together with their addresses) and the relevant identification number(s):	The address of Verdipapirsentralen ASA is Biskop Gunnerus' gate 14A, 0185 Oslo, Norway
Delivery:	Delivery against payment
Names and addresses of additional Paying Agents $(s)$ (if any):	Skandinaviska Enskilda Banken AB (publ), acting through it's division SEB Merchant Banking, Custody Services in Oslo Attention: SEB Merchant Banking, Custody Services
	P.O.Box 1843, Vika
	No-0123 Oslo
	Norway
	Fax: +47 22827171
Intended to be held in a manner which would allow Eurosystem eligibility:	No.

11 Offer Information

(i) Offer Price:

NOK 10,000 per Certificate

Offer Period

An offer of the Securities not may be made by the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in Norway (the "Public Offer Jurisdiction") during the period from and including 7 September 2011 to and including 30 September 2011 (the Offer Period).

Third Party Fees

The Issue Price includes a commission element shared with a third party, which will be no more than 2.5 per cent. per annum of the Issue Price. Further details of the commission element are available upon reauest.

Offers of the Securities made prior to the Issue Date (ii) Conditions to which the offer is subject: are conditional on their issue. Certificates will be allotted subject to availability in the order of receipt of investors' applications.

The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the end of the Offer Period, and if any application has been made by the potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities. Any applications will be automatically cancelled and any purchase money will be refunded to the applicant in the event that an offer of Securities is withdraw.

(iii) Description of the application process: Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor in the Public Offer Jurisdiction during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures and notified to investors by the Distributor.

The minimum amount of application per investor will be NOK 10,000 in nominal amount of the Securities.

Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.

The Securities will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Each investor will be notified by the Distributor of the settlement arrangements in respect of the Securities at the time of such investor's application.

• (iv) Details of the minimum and/or maximum amount of application:
• (v) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

• (vi) Details of method and time limits for paying up and delivering the Securities:

• (vii) Manner in and date on which results of the offer are to be made public:

• (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
• (ix) Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
• (x) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
• (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
• (xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

Results of the offer will be made public via the Distributor as soon as practically possible after the end of the Offer Period.

$N/A$

Offers may be made by the Distributor in Norway to any person. Offers (if any) in other EEA countries will only be made by the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

$N/A$

First Securities AS Fjordalleen 16 Aker Brygge 0115 Oslo Norway

Schedule

Basket of Reference Assets

	Underlyingi	Exchange	Related Exchange	Bloomberg	Weighting $("W_i")$	Index Initial
	S&P 500	Multi	All Exchanges	SPX Index	38%	1131.42
2	EuroStoxx 50	Multi	All Exchanges	SX5E Index	23%	2179.66
3	iShares MSCI Emerging Markets Index Fund Shares	New York Stock Exchange	All Exchanges	EEM UP	15%	35.07
$\overline{4}$	Topix Index	Tokyo Stock Exchange	All Exchanges	TPX Index	9%	761.17
5	FTSE 100	London Stock Exchange	All Exchanges	UKX Index	8%	5128.48
6	S&P ASX 200	Multi-exchange	All Exchanges	AS51 Index	4%	4008.60
7	Swiss Market Index	SWX Swiss Exchange	All Exchanges	SMI Index	3%	5531.74