Barclays PLC — Capital/Financing Update 2012

Jun 7, 2012

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

383 Equity Linked Certificates due June 2017 (the "Certificates")

Series NX00074372

under the Global Structured Securities Programme

Issue Price: SEK 10,000 per Certificate

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

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of its kn belief (having taken all reasonable care to ensure that such is the case), the information contained in 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 cell that should be considered when making a decision to invest in the Securities.

edge and lese Final ation.

n matters

Final Terms dated 7 June 2012

Mikael P Managing Authorised

ersen ector Sign

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

Index and Disclaimer

The Hang Seng Index: The Hang Seng Index (the "HS Index") is published and compiled by ha Sena Indexes Company Limited pursuant to a licence from Hang Seng Data Services Limited. The n $k(s)$ and name(s) Hang Seng Index are proprietary to Hang Seng Data Services Limited. Hang Se Indexes Company Limited and Hang Seng Data Services Limited have agreed to the use of, and reference ), the HS Index by Barclays Bank PLC (the "Licensee")" in connection with the Securities, BUT NEIT R HANG SENG INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARF JTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE SECURITIES OR A OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF THE HS INDEX AND ITS COMPUTATIO DR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPO OF THE HS INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT: OR (iii) THE RESULTS WHIC MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE HS INDEX OR ANY COMPONENT R DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUAR ITEE OF ANY KIND WHATSOEVER RELATING TO THE HS INDEX IS GIVEN OR MAY BE IMPLIED. The p tess and basis of computation and compilation of the HS Index and any of the related formula or vrmulae. constituent stocks and factors may at any time be changed or altered by Hang Seng Indexes ompany Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONS ITY OR LIABILITY IS ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA ERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE HS INDEX BY THE LI NSEE IN CONNECTION WITH THE SECURITIES; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MIS KES OR ERRORS OF HANG SENG INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE HS INDI OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS F ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE HS INDEX WHICH IS JPPLIED BY ANY OTHER PERSON: OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIF TLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE SECURITIES OR ANY OTHE PERSON DEALING WITH THE SECURITIES AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS CTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY JMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Securities in all manner whatsoever by any broker, holder or other person dealing with the Securities. Any broker, hold or other person dealing with the Securities does so therefore in full knowledge of this disclaimer and call place no reliance whatsoever on Hang Seng Indexes Company Limited and Hang Seng Data Services L ted. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual r tionship between any broker, holder or other person and Hang Seng Indexes Company Limited and/or ng Seng Data Services Limited and must not be construed to have created such relationship.

MSCI Taiwan Index and MSCI Singapore Index: THE SECURITIES ARE NOT SPONSORED, DORSED. SOLD OR PROMOTED BY MSCI INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY IVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCI INDEXES ARE THE CLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF M I OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE LICENSE NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO. I KING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR I LIED, TO THE OWNERS OF THE SECURITIES OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVIS ILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR THE SECURITIES PARTICULARLY OR T ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. M OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE N 1ES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSC /ITHOUT REGARD TO THE SECURITIES OR THE ISSUER OR OWNER OF THE SECURITIES. NEITHER MS ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COM ING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNEL OF THE SECURITIES INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING IE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RE TED TO. MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPAT IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE SECURITIES TO BE SUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SECUL IES ARE REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY IN LVED IN. OR RELATED TO, THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LI ILITY TO THE OWNERS OF THE SECURITIES IN CONNECTION WITH THE ADMINISTRATION, MARI TING OR OFFERING OF THE SECURITIES.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CAL JLATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI, Y OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI IND S FROM SOURCES WHICH MCSI CONSIDERS RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR A / OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WAR NTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI IND OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY VOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, E RESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, THE LICENSEE'S CUSTO ERS OR COUNTERPARTIES, ISSUERS OF THE SECURITIES, OWNERS OF THE SECURITIES, OR ANY OTHE PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CO LECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI, A OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING NY MSCI INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS $FOR IN$ CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER SCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR MPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, Y OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING VY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNI FOR A

PARTICULAR PURPOSE, WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDEL THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFIL ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCLINE X HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR A DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAM. ES.

ATES OR OTHER

No purchaser, seller or holder of this security, or any other person or entity, should use or r r to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote the ecurities without first contacting MSCI to determine whether MSCI's permission is required. nder no circumstances may any person or entity claim any affiliation with MSCI without the pr written permission of MSCI.

The MSCI indexes are the exclusive property of MSCI Inc. ("MSCI"). MSCI and the MSCI index imes are service mark(s) of MSCI or its affiliates and have been licensed for use for certain purposes b .icensee. The financial securities referred to herein are not sponsored, endorsed, or promoted by MSC nd MSCI bears no liability with respect to any such financial securities. The Prospectus contains a mo detailed description of the limited relationship MSCI has with the Licensee and any related financial se ities. No purchaser, seller or holder of these Securities, or any other person or entity, should use or r r to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote these ecurities without first contacting MSCI to determine whether MSCI's permission is required. nder no circumstances may any person or entity claim any affiliation with MSCI without the pr written permission of MSCI.

Kospi 200 Index: The Securities are not sponsored, endorsed, sold or promoted by Korea Stock xchange ("KRX"). KRX makes no representation or warranty, express or implied, to the owners of the S Irities or any member of the public regarding the advisability of investing in securities generally or in the ecurities particularly or the ability of the KOSPI and(or) KOSDAQ Indexes to track general sto market performance. KRX's only relationship to the Licensee is the licensing of certain trademarks nd trade names of KRX and of the KOSPI and(or) KOSDAQ Indexes which is determined, composed and ilculated by KRX without regard to the Licensee or the Securities. KRX has no obligation to take the n is of the Licensee or the owners of the Securities into consideration in determining, composing or calculation ting the KOSPI and(or) KOSDAQ Indexes. KRX is not responsible for and has not participated in the det nination of the prices and amount of the Securities or the timing of the issuance or sale of the Securiti or in the determination or calculation of the equation by which the Securities are to be converted into ish. KRX has no obligation or liability in connection with the administration, marketing or trading of the turities. KRX DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE KOSPI II EXES OR ANY DATA INCLUDED THEREIN AND KSE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMIS DNS, OR INTERRUPTIONS THEREIN. KSE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESU 5 TO BE OBTAINED BY THE LICENSEE. OWNERS OF THE SECURITIES. OR ANY OTHER PERSON OR ENL Y FROM THE USE OF THE KOSPI INDEXES OR ANY DATA INCLUDED THEREIN. KSE MAKES NO EX LESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTA JITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE KOSPI INDEXES OR IY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL KSE WE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUI IG LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Part A Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, mod $and/or$ amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base I spectus 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:	Svenska Handelsbanken AB (the "Swedish Issue a 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 SECURETES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTI S, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR DR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE S JRITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER F USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIE ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THE SE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DIST 3UTION OF THESE FINAL TERMS. THE SUPPLEMENTAL PROSPECTUSES AND THE BASE PROSPE US, SEE "PURCHASE AND SALE" AND "CLEARANCE, SETTLEMENT AND TRANSFER RESTRI IONS -TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.

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

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

These Securities are Swedish Registered Securities. Securityholders should refer to the positions of the Swedish Securities Annex to the Base Prospectus which shall apply to the Securities.

Provisions relating to the Securities

Series:

2 Currency:

• 3 Notes:
• $\overline{4}$ Certificates:
• $(i)$ Number of Certificates:
• $(ii)$ Minimum Tradable Amount:
• $(iii)$ Calculation Amount as at the Issue Date:

NX00074372 Swedish Krona ("SEK") $N/A$ Applicable 383 1 Certificate SEK 10,000 per Certificate

For the purposes hereof, all reference in the Conditions to "Calculation Amount per Se ity" shall be construed as references to "Calculatic Amount" as defined in these Final Terms.

• 5 Form:
• (i) Global/Definitive/Uncertificated and dematerialised:
• (ii) NGN Form:

(iii) Held under the NSS:

• (iv) CGN Form:
• $(v)$ CDIs:
• Trade Date: 6
• $\overline{7}$ Issue Date:
• 8 Redemption Date:
• 9 Issue Price:
• 10 Relevant Stock Exchange:
• The following Relevant Annex(es) shall 11 apply to the Securities:

Dematerialised Uncertificated Secu es in dematerialised book-entry form in accor ace with the Swedish Financial Instruments Acc nts Act (1998:1479), as amended. Cleared and ettled in Euroclear Sweden AB.

• $N/A$
• $N/A$
• $N/A$
• $N/A$
• 23 May 2012

7 Iune 2012

The later of (i) 7 June 2017 and (ii) 10 Bulless Days after the Final Valuation Date.

Where:

"Final Valuation Date" means 24 May 201

SEK 10,000

London Stock Exchange

Nordic Derivatives Exchange ("NDX")

Equity Linked Annex

Swedish Securities Annex

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

12 Interest:

Applicable

13	Interest Amount:	In respect of an Interest Payment Date n amount in the Settlement Currency, payable on a Interest Payment Date n in respect of each ilculation Amount, calculated as follows: Calculation Amount x Interest R Where: "Interest Rate" means 11.00 per cent.
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:	7 June 2013 and 9 June 2014
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 o he Base Conditions: Cash Settlement
26	Settlement Currency:	SEK
27	Settlement Number:	As defined in Condition 24 of the Base Concions
28	Terms relating to Cash Settled Securities:
	Final Cash Settlement Amount: (i)	In respect of each Calculation Amount, ar nount in the Settlement Currency, payable on the F emption Date, calculated as follows:
		(i) If WP is equal to or greater than the rier: Calculation Amount x (100% + Call Optic Return) (ii) If WP is less than the Barrier: Calculation Amount x WP

$\mathbb{I}$

Where:

"Barrier" means 50 per cent.

"Basket Return" means an amount cal ated as follows:

$$
\sum_{i=1}^{4} W_i x \left( \frac{Index_i - Index_i}{Index_i \atop Index_{i} \atop Initial} \right)
$$

"Call Option Return" means an amount culated as follows:

max(0, Basketreturn) x Participation x FX ultiplier

"CET" means Central European Time.

"EUR" means Euro.

"Final Index Level" means the Index Level of each Index_i on the Final Valuation Date.

"FX Multiplier" will be calculated as follow

$\left(\frac{\mathsf{USDSEK}\mathsf{FINAL}}{\mathsf{USDSEK}\mathsf{INITIAL}}\right)$

"USDSEK_INITIAL" means the rate obtained t dividing the SEK per EUR currency rate by the US ver EUR currency rate (in accordance with the formula below), each such rate as quoted on Ret rs page ECB 37 at 14:15 CET on the Business Day eceding the Strike Date (or if such rate does not bear on Reuters page ECB37 at 14:15 CET on such ay then the rate will be determined by the Dete ination Agent in its sole discretion), being 7.1574;

SEK per $EUR_{on\,the\,busingness}$ dayprecedingtheStrike L $\overline{USDper}\,EUR_{on\,the\,busin\,essdaypreceding\,the\,Strike\,D}$

"USDSEK_FINAL" means the rate obtained b the SEK per EUR currency rate by the USI currency rate (in accordance with the below), each such rate as quoted on Reu ECB 37 at 14:15 CET on the Business Day Final Valuation Date (or if such rate does r on Reuters page ECB37 at 14:15 CET on then the rate will be determined Determination Agent in its sole discretion)

lividina er EUR ormula 's page fer the appear ch day y the

$\textit{SEK per EUR}_{\textit{on the business day after the final Value}$ ate

$\overline{USD\ per\ EUR}_{on\ the business day after the Final Valual}$ $rac{1}{\sqrt{1-\frac{1}{2}}}$

" $Index_i$ or Initial Index Level" means e Index $'$

Level for each Index; on the Strike Date.

"Index, " means the arithmetic avera of the

Index Level for each Index $_i$ on each of the $\blacksquare$ eraging Dates.

"Participation" means 100 per cent. as dermined by the Determination Agent on the Trade I e.

"Strike Date" means 24 May 2012.

"USD" means United States Dollar.

"W_i" means the weight as set out in the Scholle. "WP" means an amount calculated as follo

$$
\min_{i=1}^{4} \left[ \frac{Final\ Index Level_i}{Initial\ Index Level_i} \right]
$$

As defined in Condition 24 of the Base Corporations

As defined in Condition 24 of the Base Corvions

(ii) Early Cash Settlement Amount:

(iii) Early Cash Redemption Date:

29 Terms relating to Physically Delivered Securities:

30 Nominal Call Event:

31 Call Option:

32 Put Option:

33 Specified Early Redemption Event:

• 34 Maximum and Minimum Redemption $N/A$ Requirements:
• 35 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:

$(i)$ Affected Jurisdiction Hedging Applicable Disruption:

Affected Jurisdiction Increased Applicable $(ii)$ Cost of Hedging:

$(iii)$ Affected Jurisdiction: Taiwan and Korea $(iv)$ Other Additional Disruption $N/A$

$N/A$

$N/A$

$N/A$ $N/A$

$N/A$

Events:

	(v)	The following shall not constitute Additional Disruption Events:		Hedging Disruption Increased Cost of Hedging
36		Share Linked Securities:		N/A
37	only):	Index Linked Securities (Equity indices		Applicable
	(i)		Index/Indices (each a "Reference Asset"):	A basket of four indices as set out in the ichedule ("each an "Index;" and collectively 'sket of Indices")
	(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 $5$ edule
	(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:	In respect of each Index i , $W_i$ , which is a periodical as set out in the Schedule
	(viii)	Asset:	Index Level of each Reference	In respect of each Index i the level of the plicable Index i at the Valuation Time on any heduled Trading Day (the "Index Level')
	(ix)	Valuation Date:		The Strike Date and each Averaging Date
	(x)	Valuation Time:		As defined in the Equity Linked Annex
	(xi)	Averaging:		Applicable
		(a)	Averaging Dates:	The 24 th calendar day of each month om and including 24 May 2016 to and including he Final Valuation Date (13 Averaging Dates in tot each an "Averaging Date;")
		(b)	Consequence of an Averaging Date being a Disrupted Day:	Modified Postponement
	(xii)	Additional Disruption Event in respect of Index Linked Securities:		N/A
	(xiii)		FX Disruption Event:	Applicable
		(a)	Specified Currency:	Taiwanese Dollar and Korean Won
		(b)	Specified Jurisdiction:	Taiwan and Korea

	(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 Commodity Index Linked N/A Securities (Section 2 of the Barclays Index Annex):
	(b) Barclays Equity Index Securities (Section 3 of the Barclays Index Annex):	N/A
	(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):	N/A
	(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):	N/A
	(e) Barclays Emerging Market Index N/A Linked Securities (Section 6 of the Barclays Index Annex):
43	Bond Linked Securities:	N/A
44	Fund Linked Securities:	N/A
Provisions relating to Settlement

• 45 Settlement in respect of VP Notes, APK Swedish Registered Securities may not vide for Registered Securities, Dutch Securities, any form of settlement (including in Swedish Registered Securities, VPS payment of interest) other than payment Registered Securities or Spanish Securities:
• 46 Additional provisions relating to Taxes N/A and Settlement Expenses:

Definitions

47 Business Day: As defined in Condition 24 of the Base Collicions

$N/A$

48 Additional Business Centre(s):

Selling restrictions and provisions relating to certification

49 Non-US Selling Restrictions:

Investors are bound by the selling restrict is of the relevant jurisdiction(s) in which the Secule as are to be sold as set out in the Base Prospectus.

spect of

ash.

In addition to those described in the Base spectus, no action has been made or will be taken by the Issuer that would permit a public offer in of the

Securities or possession or distribution of any offering material in relation to the Securi is in any jurisdiction (save for Sweden - the "Pullic Offer Jurisdiction") where action for that p pose is required. Each purchaser or distribute of the Securities represents and agrees that i vill not purchase, offer, sell, re-sell or deliver the curities or, have in its possession or distribute, le Base se Final Prospectus, any other offering material or Terms, in any jurisdiction except in complete with the applicable laws and regulations such $F$ jurisdiction and in a manner that will not in ose any obligation on the Issuer or the Manager (a) he case may be) and the Determination Agent.

50 Applicable TEFRA exemption:

General

• 51 Business Day Convention:
• 52 Relevant Clearing Systems:
• If syndicated, names of Managers: 53
• Details relating to Partly Paid 54 $(a)$ Securities:
• Details relating to Instalment $(b)$ Notes:
• Relevant securities codes: 55
• 56 Modifications $to$ the Master Subscription Agreement and/or Agency Agreement:
• 57 Additional Conditions $and/or$ modification to the Conditions of the Securities:

$N/A$

Modified Following Euroclear Sweden AB $N/A$ $N/A$

$N/A$

ISIN: GB00B7T79814

$N/A$

For the avoidance of doubt in relation to lelay or postponement of payments and settlemer

If the determination of a price or leve used to calculate any amount payable or deliveral on any payment or settlement date is delayed or stponed pursuant to the terms and condition of the Securities, payment or settlement will oc on the later of either (i) the scheduled pa ent or settlement date or (ii) the second Bus ess Day following the date on which such price level is determined. No additional amounts shall payable or deliverable by the Issuer because of such postponement.

For the purposes hereof, Base Condition S shall be

modified as follows:

If the date on which any amount is specif as being or is otherwise determined to be, payab of any Security or Coupon is not (i) a B and (ii) in the case of Definitive Securitie other than a Saturday or Sunday commercial banks and foreign exchan settle payments and are open for gene (including dealing in foreign exchange Currency deposits) in the relevant presentation, then payment will not be the next succeeding day which is (i) a $\beta$ and (ii) in the case of Definitive Securities day other than a Saturday or Sunday commercial banks and foreign exchan settle payments and are open for gene (including dealing in foreign exchange Currency deposits) in the relevant presentation, and the holder thereof sh entitled to any further payment in resp delay.

n respect ness Day nly, a day 1 which markets business d foreign place of ade until ness Day ıly, also a n which markets business 1 foreign lace of not be of such

All references to "Barclays Capital Commo ty Index" in the Base Prospectus and in the Conditi shall be construed as references to "Barclays nmodity Index".

All references to "Barclays Capital Equity II x" in the Base Prospectus and in the Condition shall be construed as references to "Barclays Equity dex". All references to "Barclays Capital FX In :" in the Base Prospectus and in the Condition shall be construed as references to "Barclays FX Incolars".

All references to "Barclays Capital Interest ce Index" in the Base Prospectus and in the Condition shall be construed as references to "Barclays In est Rate

All references to "Barclays Capital Emerg Market Index" in the Base Prospectus and in the nditions shall be construed as references to Barclays Emerging Market Index".

All references to "Barclays Capital Index Ar x" in the Base Prospectus and in the Condition shall be construed as references to "Barclays Index nex".

Index".

Part B Other Information

$\mathbf{1}$ Listing and Admission to Trading

(i)	Listing:	London and Stockholm
(ii)	Admission to trading:	Application is expected to be made h he Issuer (or on its behalf) for the Securcs to be admitted to trading on the Lor n Stock Exchange's Regulated Market and the DX 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 and.

$\overline{3}$ Notification

The Financial Services Authority has provided the Swedish Finansinspektionen with a conticate of approval attesting that the Base Prospectus has been drawn up in accordance with the ospectus Directive.

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

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

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

$\left(1\right)$	Reasons for the offer:	General funding
	(ii) Estimated net proceeds:	N/A

• (iii) Estimated total expenses: $N/A$
• 6 Fixed Rate Securities Only - Yield

$N/A$

$\dddot{\phantom{0}}$

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

$N/A$

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

Past performance of each Index_i can be obtained on the relevant Bloomberg Code as set the tin the Schedule.

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.

9 Performance of Rates of Exchange and Explanation of Effect on Value of Investment

$N/A$

10 Operational Information

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

Delivery:

Names and addresses of additional Paying Agents(s) (if any):

Intended to be held in a manner which would allow Eurosystem eligibility:

11 Offer Information

(i) Offer Price:

Swedish Central Securities Depository & Clearing Organisation (Euroclear Sweden) ide fication number: 556112-8074.

Delivery against payment

Svenska Handelsbanken AB (publ) Blasieholmstorg12 SE-106 70 Stockholm Sweden

SEK 10,000 per Security

Offer Period

$No$

An offer of the Securities may be may by the Distributor other than pursuant to Article | ) of the Prospectus Directive in the Public Offer J sdiction during the period from and including 16 ril 2012 to and including 18 May 2012 (the Offer Pe d).

Third Party Fees

The Issue Price includes a commission element shared with a third party, which vill be approximately 0.5%-1.2% per annum per ( culation Amount. Purchasers of Securities shou request details of any such distribution fee om the Distributor before purchase.

(ii) Conditions to which the offer is subject:

Offers of the Securities made prior to the sue Date are conditional on their issue. There no preidentified allotment criteria. The Dist utor will adopt allotment criteria that ensures equal eatment of prospective investors. All of the ecurities requested through the Distributor durin he Offer Period will be assigned up to the maxim amount of the offer. A prospective investor will, a the Issue Date, receive 100 per cent, of the ount of Securities allocated to it during the Offer I iod.

The Issuer reserves the right to withdraw e offer of the Securities prior to the Issue Date, if, e to the market conditions on the Trade Date : is not commercially viable for the Participatio o be set at 85 per cent. or it is not commercially lable for the Interest Rate to be set at 9 per control or the proposed Aggregate Nominal Amoul of the Securities on the Issue Date is less an SEK 10.000.000.

Following the withdrawal of the off if any application has been made by any potent investor. each such potential investor shall not be titled to subscribe or otherwise acquire the Securit and any applications will be automatically cancell and any purchase money will be refunded to the a licant by the Distributor in accordance with the L ributer's usual procedures.

Applications for the Securities can be m e in the Public Offer Jurisdiction through the stributor during the Offer Period. The Securities wi e placed into the Public Offer Jurisdiction by the tributor. Distribution will be in accordance ith the Distributor's usual procedures and r fied to investors by the Distributor.

The minimum amount of application per interest in stor will be SEK 10,000 in nominal amount of the Servities.

$N/A$

The total payment of the Offer Price of the ecurities

(iii) Description of the application process:

• (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

17

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:

must occur on 31 May 2012 at the tributor's office

The Securities will be made available by the Distributor on a delivery after payment sis on or around the Issue Date. The Issuer estima that the Securities will be delivered through the stributor subsequent to payment of the Offer Price, to prospective Securities holders in depos accounts held, directly or indirectly, by the Disculture at Euroclear Sweden.

Results of the offer will be made put via the Distributor within 5 Business Days after e end of the Offer Period.

$N/A$

Offers may be made through the Dis butor in Sweden to any person. Offers (if any) in the EEA countries will only be made through the stributor pursuant to an exemption from the oblique on under the Prospectus Directive as implement in such countries to publish a prospectus.

Applicants will be notified directly by the stributor of the success of their application. No deal gs in the Securities may take place prior to the Issue ate.

Apart from the Offer Price, the Issuer is n aware of any expenses and taxes specifically channel to the subscriber or purchaser.

Prior to making any investment decision nvestors should seek independent professional advantage they deem necessary.

Erik Penser Bankaktiebolag Biblioteksgatan 9 Box 7405 103 91 Stockholm Sweden (the "Distributor")

Schedule

Basket of Indices

	Index ("Index $_i$ ")	Exchange	Bloomberg code	Weighting (\	Initial Index Level
	Hang Seng Index	The Stock Exchange of Hong Kong Limited	HSI Index	25.00%	18666.40
	MSCI Singapore	The Singapore Exchange	SIMSCI Index	25,00%	317.03
3	MSCI Taiwan Index	The Taiwan Stock Exchange	TAMSCI Index	25.00%	254.43
4	Kospi 200 Index	The Korea Stock Exchange	KOSPI2 Index	25.00%	240.51

$\overline{\phantom{a}}$