Barclays PLC — Capital/Financing Update 2011

Nov 8, 2011

Final Terms

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

26,300,000 Index Linked Warrants due November 2016 (the "Warrants")

Series NX00059115

under the Global Structured Securities Programme

Issue Price: GBP 1.00 per Warrant

This document constitutes the final terms of the Warrants (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.

Barclays Capital

Final Terms dated 8 November 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 Disclaimer

FTSE disclaimer

The Warrants 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 the FTSE 100 (the "FTSE Index") and/or the figure at which the said FTSE Index stands at any particular time on any particular day or otherwise. The FTSE 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 FTSE 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.

S&P 500 disclaimer

The Warrants 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 Warrants or any member of the public regarding the advisability of investing in securities generally or in the Warrants particularly or the ability of the S&P 500 (the "S&P Index") to track general stock market performance. S&P's and its third party licensor's only relationship to the Issuer is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Issuer or the Warrants. S&P and its third party licensors have no obligation to take the needs of the Issuer or the owners of the Warrants into consideration in determining. composing or calculating the S&P 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 Warrants or the timing of the issuance or sale of the Warrants or in the determination or calculation of the equation by which the Warrants is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Warrants.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P 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 SUBIECT 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 S&P 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 Standard & Poor's®", "S&P®", "S&P 500 Index are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by the Issuer.

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 Capital Securities Limited
Issue and Paying Agent:	The Bank of New York Mellon
Stabilising Manager:	N/A
Registrar:	The Bank of New York Mellon (Luxembourg) S.A
CREST Agent:	N/A
Italian Securities Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	The Bank of New York Mellon (Luxembourg) S.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 ADEOUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Provisions relating to the Securities

1	Series:		NX00059115
2	Currency:			Pound Sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:		26,300,000 Warrants
4	(i)	Minimum Tradable Amount:		N/A
	(ii)	Calculation Amount Security as at the Issue Date:	per	GBP 1.00 per Warrant
5	Form:
	(i)	Global/Definitive/		Global Registered Securities:
		Uncertificated and dematerialised:		Regulation S Global Security
	(ii)	NGN Form:		N/A
	(iii)	Held under the NSS:		N/A
	(iv)	CGN Form:		N/A
	(v)	CDI s :		N/A
6	Trade Date:			25 October 2011
7	Issue Date:		8 November 2011
8	Issue Price:		GBP 1.00 per Security
9	Relevant Stock Exchanges:			London Stock Exchange
10	The following Relevant Annexes shall apply to the Securities:		Equity Linked Annex

Provisions relating to interest (if any) payable on the Securities

11	Interest:	N/A
12	Interest Amount:	N/A
13	Interest Rate:	N/A
14	Screen Rate Determination:	N/A
15	ISDA Determination:	N/A
16	Margin:	N/A
17	Minimum/Maximum Interest Rate:	N/A
18	Interest Commencement Date:	N/A
19	Interest Determination Date:	N/A
20	Interest Calculation Periods:	N/A

21	Interest Payment Dates:		N/A
22		Day Count Fraction:	N/A
23		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 Exercise
24	(i)	Exercise Style:	Bermudan Style
	(ii)	Multiple Exercise Securities:	Single Pay
25		Call/Put Securities:	The Securities are Other Exercise Securities
26	Units:		The Securities must be exercised in Units. Each Unit consists of 1Securities.
27	Exercise Price:		N/A
28	Exercise Date(s):		Each Potential Exercise Business Date
29		Exercise Parameters:	N/A
30		Potential Exercise Business Dates:	The dates specified under the heading "Potential Exercise Business Date" in Schedule 1. Provided that if the Index Observation Date(i) in relation to a Potential Exercise Business Date(i) is postponed to a later date, then such Potential Exercise Business Date(i) shall be deemed to also be postponed to such later date.
31		Exercise Business Day:	N/A
32	Exercise Period:		The period from and Including the Issue Date to and including the Expiration Date
33	Expiration Date:		25 October 2016 (the "Final Exercise Date"), provided the Expiration Date may be brought forward in accordance with the following:
			(A) If the Index Performance is greater than or equal to 100 per cent on Index Observation Date (1), then the Expiration Date will be brought forward to Potential Exercise Business Date (1) and, following automatic exercise, the Issuer will

deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (1) in relation to such Index Observation

Date $(1)$ .

(B) If the Index Performance is greater than or equal to 97.5 per cent. on Index Observation Date (2), then the Expiration Date will be brought forward to Potential Exercise Business Date (2) and, following automatic exercise the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (2) in relation to such Index Observation Date $(2)$ .

(C) If the Index Performance is greater than or equal to 95 per cent on Index Observation Date (3), then the Expiration Date will be brought forward to Potential Exercise Business Date (3) and, following automatic exercise the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (3) in relation to such Index Observation Date $(3)$ .

(D) Otherwise, if the Index Performance is greater than or equal to 92.5 per cent. on Index Observation Date (4), then the Expiration Date will be brought forward to Potential Exercise Business Date (4) and, following automatic exercise the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (4) in relation to such Index Observation Date (4).

(E) Otherwise, if the Expiration Date is not brought forward then, following automatic exercise on the Final Exercise Date, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on Exercise Physical Settlement Date (5) in relation to Index Observation Date (5).

Where

"Index Performance" is calculated as follows::

$100\% \times min\left(\frac{\text{Index }1 \text{ Level}}{\text{Index }1 \text{ Initial}}, \frac{\text{Index }2 \text{ Level}}{\text{Index }2 \text{ Initial}}\right)$ "Index 1 Initial" means the Index Level of Index 1

published by the Index Sponsor on the Initial Valuation Date.

"Index 2 Initial" means the Index Level of Index 2 published by the Index Sponsor on the Initial Valuation Date.

"Index 1 Level" means in respect of determining the Index Performance on an Index Observation Date(i), the Index Level of Index 1 published by the Index Sponsor at the Valuation Time on such Index Observation Date (i).

"Index 2 Level" means in respect of determining the Index Performance on an Index Observation Date(i), the Index Level of Index 2 published by the Index Sponsor at the Valuation Time on such Index Observation Date (i).

"Index Observation Date (i)" means each date specified under the heading "Index Observation Date" as set out in Schedule 1.

"i" means each iteration corresponding to an Index Observation Date. Potential Exercise Business Date, Gilt Observation Date and Exercise Physical Settlement Date, as set out in Schedule $1₁$

"Initial Valuation Date" means the 25 October 2011.

As defined in Condition 24 of the Base

Applicable in whole

Physical Settlement

$N/A$

$N/A$

GBP

Provisions relating to Redemption

38 Settlement Method:

Requirement:

Automatic Exercise:

Nominal Call Event:

Minimum Number Exercise

Maximum Daily Number:

34

35

36

37

41

39 Settlement Currency:

40 Settlement Number:

Conditions Terms relating to Cash Settled Securities:

• $(i)$ Exercise Cash Settlement N/A Amount: $(ii)$
• Exercise Cash Settlement N/A Date:

(iii)	Early	Cash	Settlement As defined in Condition 24 of the Base
	Amount:				Conditions
(iv)		Early Cancellation Date:				As defined in Condition 24 of the Base
					Conditions
		Specified Early Cancellation Event:		N/A
Call Option:				N/A
		Early Exercise Trigger Event:		N/A
		Terms relating to Physically Delivered			Applicable
Securities:
(i)			Exercise Physical Settlement			In respect of each Warrant an amount of Gilt

Entitlement:

Asset calculated in accordance with the formula:

Gilt Amount x Relevant Percentage

Where:

"Gilt Amount" means in respect of an Exercise Physical Settlement Date(i), the amount of Gilt Asset that could be purchased at 10:00 London time on the corresponding Gilt Observation Date(i) for the Calculation Amount, as determined by the Determination Agent in good faith and a commercially reasonable manner.

"Gilt Asset" means UK Gilt Treasury 22nd January 2017 1.75% (ISIN GB00B3Z3K594), subject to the Entitlement Substitution set out below and to Condition 7.2 of the Conditions as set out in the Base Prospectus.

"Gilt Observation Date" means the dates specified under the heading "Gilt Observation Date" in Schedule 1 provided that if an Index Observation Date(i) is postponed in accordance with the Disrupted Day provisions of the Equity Linked Conditions, the respective Gilt Observation Date shall be postponed by the corresponding number of days.

If the Determination Agent is unable to determine the market value of the Gilt Asset on any Gilt Observation Date(i), then the Determination Agent may (a) postpone the Gilt Observation Date (i) to the first date on which it is able to obtain the market value of the Gilt Asset; or (b) determine that an Entitlement Substitution Event has occurred and the Issuer

may deliver substitute assets in accordance with paragraph 45(5) below.

"Relevant Percentage" means in respect of each Index Observation Date(i), as set out below:

$(1)(a)$ On Index Observation Date $(1)$ , if the Index Performance is greater than or equal to 100 per cent., then the Expiration Date will be brought forward to Potential Exercise Business Date (1) and, following Automatic Exercise, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (1) in relation to such Index Observation Date.

Where:

The Relevant Percentage shall be 110.8 per cent.

$(2)(a)$ On Index Observation Date $(2)$ if the Index Performance is greater than or equal to 97.5 per cent., then the Expiration Date will be brought forward to Potential Exercise Business Date (2) and, following Automatic Exercise, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (2) in relation to such Index Observation Date.

Where:

The Relevant Percentage shall be 121.6 per cent.

(3)(a) On Index Observation Date (3) if the Index Performance is greater than or equal to 95 per cent., then the Expiration Date will be brought forward to Potential Exercise Business Date (3) and, following Automatic Exercise, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (3) in relation to such Index Observation Date.

Where:

The Relevant Percentage shall be 132.4 per cent.

$(4)(a)$ On Index Observation Date $(4)$ if the Index Performance is greater than or equal to 92.5 per cent., then the Expiration Date will be brought

forward to Potential Exercise Business Date (4) and, following Automatic Exercise, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on the Exercise Physical Settlement Date (4) in relation to such Index Observation Date.

Where:

The Relevant Percentage shall be 143.2 per cent.

(5) If any of the above does not apply and the Expiration Date is not brought forward, then on the Index Observation Date (5), following Automatic Exercise on the Final Expiration Date, the Issuer will deliver the relevant Exercise Physical Settlement Entitlement on Exercise Physical Settlement Date (5):

(a) If Index Performance on Index Observation Date (5) is equal to or greater than 90 per cent., then the Relevant Percentage shall be 154 per cent.

(b) Otherwise, if Index Performance on Index Observation Date (5) is equal to or greater than 50 per cent., then Relevant Percentage shall be 100 per cent.

(c) Otherwise, if Index Performance on Index Observation Date (5) is less than 50 per cent., then the Relevant Percentage shall be

min (Index Performance, 100 per cent.).

• $(ii)$ Exercise Physical Settlement The dates specified under the heading "Exercise" Physical Settlement Date" as set out in Schedule Date: 1 provided that if a Gilt Observation Date (i) is postponed in accordance with the provisions contained in definition thereof, the respective Exercise Physical Settlement Date shall be postponed by the corresponding number of days. $(iii)$ Early Physical Cancellation $N/A$ Entitlement: $N/A$
• $(iv)$ Early Physical Cancellation $Date(s):$

	(v)	Entitlement Substitution:	The Issuer has the right, in its sole and absolute discretion, to deliver to Investors upon exercise an amount of such other UK government gilts, as determined by the Determination Agent as having the same monetary value as the Exercise Physical Settlement Entitlement, acting in good faith and in a commercially reasonable manner.
	(vi)	Relevant Settlement Day:	As defined in Condition 24 of the Base Conditions
	(vi)	Disruption Cash Settlement Price:	Applicable
46	Multiplier:		N/A
47	Relevant Annex:	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable	N/A
48		Share Linked Securities:	N/A
49	only):	Index Linked Securities (Equity notices	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	The basket of indices as set out in Schedule 2 each (an "Index" and together, the "Basket of Indices").
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(iv)	Exchanges:	In respect of each Index, as set out in Schedule 2.
	(v)	Related Exchanges:	In respect of each Index, All Exchanges
	(vi)	Exchange Rate:	N/A
	(vii)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	N/A
	(viii)	Index Levels of each Reference Asset:	The level of the an Index published by the relevant Index Sponsor at the Valuation Time on any Scheduled Trading Day.
	(ix)	Valuation Date:	Each Index Observation Date(i) as set out in Schedule 1.
	(x)	Valuation Time:	As per the Equity Linked Annex
	(x i )	Averaging:	N/A

	(xii)	Additional Disruption Event in respect of Index Linked Securities:	N/A
	(xii)	FX Disruption Event:	N/A
	(xiv)	Other adjustments:	N/A
50		Inflation Linked Securities:	N/A
51		FX Linked Securities:	N/A
52		Credit Linked Securities:	N/A
53		Commodity Linked Securities:	N/A
54		Debt Components:	N/A
55		Interest Rate Components:	N/A
56		(a) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex):	N/A
		(b) Barclays Capital Equity Index Securities (Section 3 of the Barclays Capital Index Annex):	N/A
		(c) Barclays Capital FX Index Linked 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
57		Fund Linked Securities:	N/A
		Additional provisions relating to Settlement
58		Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities or other Securities:	N/A
59		Additional provisions relating to payment of Exercise Price:	N/A
60		Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
61		Definition of In-The-Money:	"In-T

"In-The-Money" shall mean that the Exercise -Money:
--------------------------------------------------------	--	--	--	--	--

		Physical Settlement Entitlement exceeds zero
62	Business Days:	As defined in Condition 24 of the Base Conditions
	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
63	Non-US Selling Restrictions:	As described in the Base Prospectus
64	Applicable TEFRA exemption:	N/A
65	Other:	N/A
General
66	Business Day Convention:	Following
67	Relevant Clearing Systems:	Euroclear
		Clearstream
68	If syndicated, names of Managers:	N/A
69	Relevant securities codes:	ISIN: GB00B4ZTZB57
		Common Code: 070058804
70	Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):	N/A
71	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part B

Other Information

LISTING AND ADMISSION TO TRADING $\mathbf{1}$

(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 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:	N/A

$\overline{2}$ RATINGS

Ratings:

The Securities have not been individually rated.

NOTIFICATION $\overline{3}$

$N/A$ .

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER $\overline{4}$

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.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding
(iii)	Estimated net proceeds:	N/A

$N/A$ $(iii)$ Estimated total expenses:

FIXED RATE SECURITIES ONLY - YIELD 6

Indication of yield:	N/A

FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES $\overline{7}$

$N/A$

PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON 8 VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING

Past performance of each Index can be obtained on Bloomberg.

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

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

$\overline{9}$ PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

$N/A$

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear	N/A
Bank S.A./N.V. and Clearstream Banking,
société anonyme (together with their
addresses) and the relevant identification
$number(s)$ :
Delivery:	Delivery free of payment
Name and address of Swedish Issue and Paying Agent:	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	No

11 OFFER INFORMATION

The Issue Price includes a commission element to be shared with a third party which will be no more than 4.00 per cent., of the Issue Price further details are available on request.

Schedule 1

	Index Observation	Potential	Gilt Observation	Exercise Physical
	Date	Exercise Business	Date	Settlement Date
		Date
	25 October 2012	25 October 2012	8 November 2012	13 November 2012
$\overline{2}$	25 October 2013	25 October 2013	8-November 2013	13 November 2013
3	27 October 2014	27 October 2014	10 November 2014	13 November 2014
4	26 October 2015	26 October 2015	9 November 2015	12 November 2015
5	25 October 2016	The Final Exercise Date	8 November 2016	11 November 2016

Schedule 2

Basket of Indices

	Index	Bloomberg (for reference purposes only)	Exchange	Related Exchange	Index Sponsor
1	FTSE™ 100	$UKX$	London Stock Exchange	All Exchanges	FTSE International Limited
$\overline{2}$	S&P 500	SPX Index	Multi Exchange	All Exchanges	Standard and Poor's Financial Services LLC