Centrica PLC — Capital/Financing Update 2013

Sep 24, 2013

FINAL TERMS

23 September 2013

CENTRICA PLC

Issue of USD 50,000,000 5.25 per cent. Fixed Rate Notes due 25 September 2045

under the U.S.$8,000,000,000

Euro Medium Term Note Programme

PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 26 September, 2012 and the supplements to it dated 16 August, 2013 and 27 March, 2013 and which together constitute a base prospectus for the purposes of the Prospectus Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1. Issuer: Centrica plc
2. (i) Series Number: 24
   (ii) Tranche Number: 1
   (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
3. Specified Currency or Currencies: United States Dollars (“USD”)
4. Aggregate Nominal Amount:
   (i) Series: USD 50,000,000
   (ii) Tranche: USD 50,000,000
5. (i) Issue Price: 97.738 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denomination(s): USD 200,000
   (ii) Calculation Amount: USD 200,000
7. (i) Issue Date and Interest Commencement Date: 25 September 2013
   (ii) Interest Commencement Date (if different from the Issue Date): Issue Date
8. Maturity Date: 25 September 2045
9. Interest Basis: 5.25 per cent. Fixed Rate (further particulars specified below)
10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11. Change of Interest Basis: Not Applicable
12. Put/Call Options: Not Applicable
13. (i) Status of the Notes: Senior
    (ii) Date Board approval for issuance of Notes obtained: Board approval for the delegation of powers to a committee obtained on 25 September 2012.

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Committee approval obtained on 25 September 2012.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   (a) Rate(s) of Interest: 5.25 per cent. per annum payable in arrear on each Interest Payment Date
   (ii) Interest Payment Date(s): 25 September in each year from and including 25 September 2014 up to and including the Maturity Date.
   (iii) Fixed Coupon Amount(s): USD 10,500 per Calculation Amount (Applicable to Notes in definitive form)
   (iv) Broken Amount(s): Not Applicable (Applicable to Notes in definitive form)
   (v) Day Count Fraction: 30/360
   (vi) Determination Date(s): Not Applicable

2. Floating Rate Note Provisions

3. Zero Coupon Note Provisions

PROVISIONS RELATING TO REDEMPTION

1. Notice periods for Condition 7(b) (Redemption for tax reasons):
   Minimum period: 30 days
   Maximum period: 60 days

2. Issuer Call:
   Not Applicable

3. General Investor Put:
   Not Applicable

4. Change of Control Investor Put:
   Not Applicable

5. Final Redemption Amount of each Note:
   USD 200,000 per Calculation Amount

6. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default:
   USD 200,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:
   (i) Form
   Bearer Notes:
   Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event
   (ii) New Global Note:
   Yes

2. Additional Financial Centre(s):
   London

THIRD PARTY INFORMATION

Not Applicable

Signed on behalf of Centrica plc:

By: ...
Duly authorised

By: ...
Duly authorised

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PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on an official list on the Official List of the UK Listing Authority with effect from 25 September 2013.

(ii) Estimate of total expenses related to admission to trading:
Pound sterling 1,750

1. RATINGS

Ratings: Not Applicable

1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

1. YIELD (Fixed Rate Notes only)

Indication of yield:
5.40 per cent., calculated on an annual basis (30/360 unadjusted).

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

1. OPERATIONAL INFORMATION

(i) ISIN Code: XS0975608463
(ii) Common Code: 097560846
(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the relevant identification number(s): Not Applicable
(iv) Names and addresses of additional Paying Agent(s) (if any): Not Applicable
(v) Names of Managers: Not Applicable
(vi) Name of Dealer: Mizuho International plc
(vii) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D