National Grid PLC — Capital/Financing Update 2020

Sep 18, 2020

Final Terms dated 16 September 2020

NATIONAL GRID PLC

Legal Entity Identifier (LEI): 8R95QZMKZLJX5Q2XR704 Issue of €500,000,000 0.553 per cent. Instruments due 18 September 2029 under the Euro 15,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 7 August 2020 which together with the supplementary Prospectus dated 9 September 2020 constitute a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Instruments described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplementary Prospectus are available for viewing at and copies may be obtained from, the registered address of the Issuer at 1-3 Strand, London WC2N 5EH and the office of the Issuing and Paying Agent at One Canada Square, London E14 5AL and have been published on the website of Regulatory News Services operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.

1	Issuer:	National Grid plc
2	(i) Series Number:	88

• • (ii) Tranche Number: 1

3	Specified Currency or Currencies:		Euro ("€")
4	Aggregate Nominal Amount:
	(i)	Series:	€500,000,000
	(ii)	Tranche:	€500,000,000
5		Issue Price:	100.00 per cent. of the Aggregate Nominal Amount
6		Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Instruments in definitive form will be issued with a denomination above €199,000.
7		Calculation Amount:	€1,000
8	(i)	Issue Date:	18 September 2020
	(ii) Date:	Interest Commencement	Issue Date
9		Maturity Date:	18 September 2029
10		Interest Basis:	0.553 per cent. Fixed Rate (see paragraph 15 below)
11	Redemption/Payment Basis:		Subject to any purchase and cancellation or early redemption, the Instruments will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
12	Change of Interest or Redemption/Payment Basis:		Not Applicable
13 Put/Call Options:			Issuer Call
			Make-whole
			(see paragraphs 20 and 21 below)
14	Date Board approval for issuance of Instruments obtained:		Not Applicable
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15	Fixed Rate Instrument Provisions		Applicable
	(i)	Rate of Interest:	0.553 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	18 September in each year, commencing on 18 September 2021
	(iii)	Fixed Coupon Amount:	€5.53 per Calculation Amount
		(iv) Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction (Condition 3.8):	Actual/Actual (ICMA)
		(vi) Determination Dates	18 September in each year

• (Condition 3.8): Not Applicable
• 16 Floating Rate Instrument Provisions

17	Zero Coupon Instrument Provisions			Not Applicable
18	Index Linked Interest Instrument			Not Applicable
			PROVISIONS RELATING TO REDEMPTION
19			Residual Holding Call Option	Not Applicable
20	Call Option			Applicable
	(i)	Date(s):	Optional Redemption	On or after 18 June 2029
	(ii)		Optional Redemption Amount(s) of each Instrument:	€1,000 per Calculation Amount
	(iii)		If redeemable in part:
		(a)	Minimum nominal amount to be redeemed:	€100,000
		(b)	Maximum nominal amount to be redeemed:	Not Applicable
	(iv)	Option Exercise Date(s):		Not Applicable
	(v) Notice periods (Condition			Minimum Period: 15 days
		5.5.2):		Maximum Period: 30 days
21	Make-whole Redemption Option			Applicable
	(i)	Make-whole Redemption Date(s):		At any time prior to 18 June 2029
		(a)	Reference Bond:	DBR 0.000% due August 2029
		(b)	Quotation Time:	11:00am (CET)
		(c)	Redemption Margin:	0.20 per cent.
		(d)	Determination Date:	The third Business Day prior to the applicable Make-whole Redemption Date
	(ii)	If redeemable in part:
		(a)	Minimum nominal amount to be redeemed:	€100,000
		(b)	Maximum nominal amount to be redeemed:	Not Applicable
	(iii)	5.5.3):	Notice periods (Condition	Minimum Period: 15 days Maximum Period: 30 days
22		Put Option		Not Applicable

23	NGET Restructuring Put Option		Not Applicable
24	Final Redemption Amount of each Instrument		€1,000 per Calculation Amount
25	Early Redemption Amount
	(i)	Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons (Condition 5.2) or on Event of Default (Condition 9) or other early redemption:	€1,000 per Calculation Amount
	(ii)	Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5.2)	Yes
	(iii)	Notice Periods (Condition	Minimum Period: 30 days
		5.2):	Maximum Period: 45 days
			GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS
26		Form of Instruments	Bearer Instruments:
			temporary Global Instrument exchangeable for a permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified

in the permanent Global Instrument

27	New Global Note:	Yes
28	Financial Centre(s) or other special provisions relating to	London
	Payment Dates (Condition 6.7):

29 Eligible Bonds: No

Signed on behalf of the Issuer:

By: ............................................

Duly authorised

PART B – OTHER INFORMATION

1 LISTING AND TRADING

• (i) Listing: London
• (ii) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the London Stock Exchange's regulated market with effect from 18 September 2020.
• (iii) Estimate of total expenses related to admission to trading: £4,725

2 RATINGS

Ratings: The Instruments to be issued are expected to be rated:

S&P: BBB+ (negative)

An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation. The plus (+) sign shows relative standing within the rating categories. (Source: S&P, https://www.standardandpoors.com/en_US/web/guest/article/- /view/sourceId/504352)

Moody's: Baa1 (negative)

Obligations rated 'Baa' are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier '1' indicates that the obligation ranks in the higher end of its generic rating category. (Source: Moody's, https://www.moodys.com/Pages/amr002002.aspx)

Fitch: BBB+ (stable)

'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. The modifier "+" is appended to a rating to denote relative status within the rating category. (Source: Fitch, https://www.fitchratings.com/products/ratingdefinitions)

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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

4 REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(i) Reasons for the offer and use of proceeds: General corporate purposes (ii) Estimated net proceeds: €498,900,000

5 YIELD

Indication of yield: Calculated as 0.553 per cent. on the Issue Date The yield is calculated on the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6 OPERATIONAL INFORMATION

ISIN:	XS2231259305
Common Code:	223125930
CFI:	As set out on the website of the Association of National Numbering Agencies or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
FISN:	As set out on the website of the Association of National Numbering Agencies or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	Not Applicable
Delivery:	Delivery against payment
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
Process Agent:	Not Applicable
The aggregate principal amount of the Instruments issued has been translated into Euro at the rate of [●], producing a sum of (for Instruments not	Not Applicable

denominated in Euro): Benchmarks Regulation: Not Applicable 7 DISTRIBUTION (i) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D (ii) Prohibition of Sales to EEA Retail Investors: Applicable (iii) Prohibition of Sales to Belgian Consumers: Applicable (iv) Method of distribution: Syndicated (v) If syndicated, names of Managers: Joint Bookrunners: HSBC Bank plc ICBC Standard Bank Plc Société Générale Co-Managers: Bank of China Limited, London Branch Lloyds Bank Corporate Markets plc (vi) Stabilisation Manager(s) (if any): HSBC Bank plc (vii) If nonsyndicated, name of Dealer: Not Applicable (viii) Additional selling restrictions: Not Applicable