Fingrid Oyj — Capital/Financing Update 2013

Sep 15, 2013

FINGRID

Final Terms dated 11 September 2013

FINGRID OYJ

Issue of NOK 100,000,000 4.31 per cent. Fixed Rate Notes due 16 September 2025 under the €1,500,000,000 Debt Issuance Programme

Part A – Contractual Terms

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 14 November 2012 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (and amendments thereto, including Directive 2010/73/EU) (the “Prospectus Directive”). 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 such 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 Prospectus. The Prospectus has been published on the market news section of the London Stock Exchange website (www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-news-home.html).

1. Issuer: Fingrid Oyj
2. (i) Series Number: 16092025FIXEDNOK100
   (ii) Tranche Number: 1
3. Specified Currency: Norwegian Kroner (“NOK”)
4. Aggregate Nominal Amount of Notes admitted to trading:
   (i) Series: NOK 100,000,000
   (ii) Tranche: NOK 100,000,000
5. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: NOK 1,000,000
   (ii) Calculation Amount: NOK 1,000,000
7. (i) Issue Date: 16 September 2013
   (ii) Interest Commencement Date: Issue Date
8. Maturity Date: 16 September 2025
9. Interest Basis: 4.31 per cent. Fixed Rate (further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest Basis: Not Applicable

A15582363

---

FINGRID

12 Put/Call Options: Not Applicable
13 Status of the Notes: Senior

Provisions Relating to Interest (if any) Payable

14 Fixed Rate Note Provisions: Applicable
(i) Rate of Interest: 4.31 per cent. per annum payable in arrear on each Interest Payment Date
(ii) Interest Payment Date(s): 16 September in each year, commencing on (and including) 16 September 2014 up to (and including) Maturity Date.
(iii) Fixed Coupon Amount[(s)]: NOK 43,100 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: 30/360
(vi) Determination Dates: 16 September in each year, commencing on (and including) 16 September 2014 up to (and including) Maturity Date.

15 Floating Rate Note Provisions: Not Applicable
16 Zero Coupon Note Provisions: Not Applicable

Provisions Relating to Redemption

17 Call Option: Not Applicable
18 Put Option: Not Applicable
19 Final Redemption Amount of each Note: NOK 1,000,000 per Calculation Amount
20 Early Redemption Amount: NOK 1,000,000 per Calculation Amount

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: NOK 1,000,000 per Calculation Amount

General Provisions Applicable to the Notes

21 Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
22 New Global Note: No
23 Financial Centre(s): Oslo, TARGET, Helsinki
24 U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

A15582363

---

FINGRID

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By:

Duly authorised

A15582363

---

FINGRID

PART B – OTHER INFORMATION

1 Listing

(i) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on London Stock Exchange's Regulated Market and listed on the Official List of the UK Listing Authority with effect from Issue Date.

(ii) Estimate of total expenses related to admission to trading: GBP 300

2 Ratings

Ratings: The Notes to be issued have not been rated.

3 Interests of Natural and Legal Persons Involved in the Issue

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

4 Fixed Rate Notes only – Yield

Indication of yield: 4.31 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 the future yield.

5 Operational Information

ISIN Code: XS0969858942

Common Code: 096985894

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable

A15582363

---

FINGRID

Issuer's Confirmation to Issuing and Paying Agent and Dealer

To: Nordea Bank Danmark A/S
Attention: Transaction Management

cc: Citicorp Trustee Company Limited (as Trustee)
Attention: Global Agency & Trust Services

Citibank, N.A., London Branch (as Issuing and Paying Agent)
Attention: Global Agency & Trust Services

11 September 2013

Fingrid Oyj

€1,500,000,000 Debt Issuance Programme (the “Programme”)

Terms defined in the Procedures Memorandum (the “Procedures Memorandum”) have the same meanings herein.

We confirm our receipt of your fax to us (and copied to the Issuing and Paying Agent and the Trustee) dated 11 September 2013 confirming the terms agreed between us for the issue of Notes relating to the above Programme. We confirm the accuracy of the details set out in the attached Final Terms signed by us, and confirm our agreement to issue to you Notes as set out in it.

We confirm our telephone instructions to the Issuing and Paying Agent to undertake the duties set out in Schedule A of the Procedures Memorandum, including to authenticate and deliver a Temporary Global Note and/or Permanent Global Note as specified in the attached Final Terms in accordance with the terms of the Procedures Memorandum and the Agency Agreement relating to the above Programme and to give instructions to Euroclear or Clearstream, Luxembourg to credit the account number as specified in accordance with your instructions, subject to payment of the net purchase price.

The net proceeds of the issue are NOK 100,000,000.

Yours faithfully

Fingrid Oyj

By:
Tarmo Rantalankila
Chief Legal Adviser

Tom Pippingsköld
Chief Financial Officer

Fingrid Oyj

Street address
Läkkisepäntie 21
00620 Helsinki, Finland

Postal address
P.O.Box 530
00101 Helsinki, Finland

Phone
+358 30 395 5000

Fax
+358 30 395 5196

Business Identity Code
1072894-3, VAT reg.
forename.surname@fingrid.fi
www.fingrid.fi

---

Nordea

Dealer's Confirmation to Issuer

To: Fingrid Oyj
Läkkisepäntie 21
00620 Helsinki
Finland

Attention: Tom Pippingsköld

cc: Citicorp Trustee Company Limited
cc: Citibank, N.A., London Branch

11 September 2013

Fingrid Oyj (the "Issuer")

€1,500,000,000 Debt Issuance Programme (the "Programme")

We confirm the agreement for the issue to us of Notes forming part of the above Programme in accordance with the Programme Agreement dated 14 November 2012 (as may be amended or supplemented and/or restated from time to time) (the "Agreement") and with the terms specified in the attached draft Final Terms.

Conditions Precedent

We have received:

• a copy of the Agreement;
• the current form of the Prospectus relating to the Programme;
• a copy of all documents referred to in the Initial Documentation List set out in Schedule A to the Agreement (the "Initial Documentation List");

and have found them to our satisfaction.

We also confirm your appointment of us as a Dealer in respect of the issue of NOK 100,000,000 4.31 per cent. Fixed Rate Notes due 16 September 2025 under Clause 13.3.3 of the Agreement. In consideration of that appointment we undertake, for the benefit of the Issuer and each of the other Dealers to the Agreement, that we will perform and comply with all the duties and obligations of a Dealer under the Agreement and the other Contracts (as defined in the Agreement). We acknowledge that our appointment shall take effect in accordance with a confirmation letter from you pursuant to the Agreement.

For the purpose of the Agreement our notice details are as follows:

Nordea Bank Danmark A/S
Strandgade 3
DK-1401 Copenhagen K
Denmark
Telephone: +45 33 33 49 89
Fax: +45 32 88 30 93
Attention: Transaction Management, TG7

---

Nordea

Our account for settlement is 25822 with Euroclear

This letter is governed by, and shall be construed in accordance with, English law.

Yours faithfully

Nordea Bank Danmark A/S
By: Peter Brink Jensen

Fredrik Dahlström
Director
Head of Securitisation