Centrica PLC — Capital/Financing Update 2014

Sep 10, 2014

FINAL TERMS

8 September 2014

CENTRICA PLC

Issue of JPY15,000,000,000 Fixed Rate Notes due 10 September 2015 under the U.S.$10,000,000,000

Euro Medium Term Note Programme

PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 26 September, 2013 and the supplements to it dated 4 April, 2014 and 2 September, 2014 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 via the regulatory news service maintained by the London Stock Exchange (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1. Issuer: Centrica plc
2. (i) Series Number: 27
   (ii) Tranche Number: 1
   (i) Date on which the Notes will be consolidated and form a single Series: Not Applicable
3. Specified Currency or Currencies: Japanese Yen (“JPY”)
4. Aggregate Nominal Amount:
   (i) Series: JPY 15,000,000,000
   (ii) Tranche: JPY 15,000,000,000
5. (i) Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denomination(s): JPY 100,000,000
   (ii) Calculation Amount: JPY 100,000,000

---

1. (i) Issue Date and Interest Commencement Date: 10 September, 2014
   (ii) Interest Commencement Date (if different from the Issue Date): Issue Date

2. Maturity Date: 10 September, 2015

3. Interest Basis: 0.32 per cent. Fixed Rate (further particulars specified below)

4. Change of Interest Basis: Not Applicable

5. Put/Call Options: Not Applicable

6. Date approval for issuance of Notes obtained: Not Applicable

---

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	0.32 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	10 March, 2015 and 10 September, 2015
	(iii)	Fixed Coupon Amount(s):	JPY 160,000 per Calculation Amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	30/360
	(vi)	Determination Date(s):	Not Applicable
14.	Floating Rate Note Provisions		Not Applicable
15.	Zero Coupon Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

16.	Notice periods for Condition 7(b):	Minimum period:	30 days
		Maximum period:	60 days
17.	Issuer Call:	Not Applicable
---	---	---

---

1. General Investor Put: Not Applicable
2. Change of Control Investor Put: Not Applicable
3. Final Redemption Amount of each Note: JPY 100,000,000 per Calculation Amount
4. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default: JPY 100,000,000 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 a definitive Bearer Note only upon an Exchange Event
   (ii) New Global Note:
   No

2. Additional Financial Centre(s): London and Tokyo

---

Signed on behalf of Centrica plc:

By:
Duly authorised

---

PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading
Application is expected to be 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 the Official List of the UK Listing Authority with effect from 10 September, 2014.

(ii) Estimate of total expenses related to admission to trading:
GBP 2,700

2. RATINGS

Ratings:
The Notes to be issued are expected to be rated A3 by Moody’s Investors Service Ltd and A- by Standard & Poor’s Credit Market Services Europe Limited.

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

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealers 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.

4. YIELD

Indication of yield:
0.32 per cent. per annum

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

5. OPERATIONAL INFORMATION

(i) ISIN Code:
XS1108612067

(ii) Common Code:
110861206

(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 Agents/ Paying Agent(s) (if any):
Not Applicable

---

(v) Names of Managers: Not Applicable
(vi) Name of Dealer: Citigroup Global Markets Limited
(vii) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

---

^{}[]