Centrica PLC — Capital/Financing Update 2014

Sep 8, 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 London Stock Exchange by the (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1.	Issuer:		Centrica plc
2.	(i)	Series Number:	26
	$\left(\mathsf{ii}\right)$	Tranche Number:	1
	(iii)	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:	JPY15,000,000,000
	(i)	Tranche:	JPY15,000,000,000
5.	(i)	Issue Price:	100.00 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	JPY100,000,000
	(ii)	Calculation Amount:	JPY100,000,000
7.	(i)	Issue Date and Interest Commencement Date:	9 September, 2014
	(ii)	Interest Commencement Date (if $\mathcal{L}$ different from the Issue Date):	Issue Date
8.		Maturity Date:	10 September, 2015

9.	Interest Basis:		0.32 per cent. Fixed Rate
			(further particulars specified below)
10.	Change of Interest Basis:		Not Applicable
11.	Put/Call Options:		Not Applicable
12.		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 JPY160,000 per Calculation Amount
	(iii)	Fixed Coupon Amount(s):
	(iv)	Broken Amount(s):	JPY160,889 per Calculation Amount, payable on the Interest Payment Date falling on 10 March, 2015
	(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: Maximum period:	30 days 60 days
17.	Issuer Call:		Not Applicable
18.	General Investor Put:		Not Applicable
19.		Change of Control Investor Put:	Not Applicable
20.		Final Redemption Amount of each Note:	JPY100,000,000 per Calculation Amount
21.		Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default:	JPY100,000,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: 22.

$\langle ii \rangle$ New Global Note:

Additional Financial Centre(s):

Signed on behalf of Centrica plc:

BÇ Duly authorised

Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event

No

London and Tokyo

Phinkh

23.

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO 1. TRADING

Listing and Admission to trading $(i)$

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 9 September, 2014.

Estimate of total expenses GBP 2,700

related to admission to trading:

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

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

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.

YIELD $\overline{\mathbf{4}}$

$(ii)$

RATINGS

Ratings:

Indication of yield:

0.32 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.

5. OPERATIONAL INFORMATION

ISIN Code: $(i)$

$(ii)$ Common Code:

$(iii)$ Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the relevant identification number(s):

• $(iv)$ Names and addresses of additional Agents/ Paying Agent(s) (if any):
• Names of Managers: $(v)$
• Name of Dealer: $(vi)$

$(vii)$ U.S. Selling Restrictions: XS1108446110

110844611 Not Applicable

Not Applicable

Not Applicable

Barclays Bank PLC

Reg. S Compliance Category 2; TEFRA D

$\overline{2}$ .