SSE PLC

Capital/Financing Update • Jun 16, 2013

Final Terms dated 13 June 2013

SSE plc Issue of EUR 600,000,000 2.00 per cent. Notes due 2020 under the €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 Conditions set forth in the Prospectus dated 27 June 2012 and the supplemental Prospectus dated 3 June 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (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 as so supplemented. 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 as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing at http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-newshome.html.

1	Issuer:	SSE plc
$\boldsymbol{2}$	Series Number: (i)	8
	Tranche Number: (ii)	1
3	Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount of Notes:	EUR 600,000,000
5	Issue Price:	99.349 per cent. of the Aggregate Nominal Amount
6	Specified Denominations: (i)	EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No notes in definitive form will be issued with a denomination above EUR 199,000.
	Calculation Amount: (ii)	EUR 1,000
7	Issue Date: (i)	17 June 2013
	Interest Commencement Date: (ii)	Issue Date
8	Maturity Date:	17 June 2020
9	Interest Basis:	2.00 per cent. Fixed Rate (further particulars specified below)
10	Redemption/Payment Basis:	Redemption at par
11	Redemption/ of Interest Change or Payment Basis:	Not Applicable

$12 \,$		Put/Call Options:	Change of Control Put SSE Restructuring Event Put (further particulars specified below)
13	(I)	Status of the Notes:	Senior
	(ii)	Date Board approval for issuance of Notes obtained:	21 May 2013
14		Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15	Fixed Rate Note Provisions:	Applicable
	Rate of Interest: (i)	2.00 per cent. per annum payable annually in
		arrear
	Interest Payment Date(s): (ii)	17 June in each year, from and including 17 June 2014 up to and including the Maturity Date
	Fixed Coupon Amount: (iii)	EUR 20.00 per Calculation Amount
	(iv) Broken Amount(s):	Not Applicable
	Day Count Fraction: (v)	Actual/Actual (ICMA)
	(vi) Determination Dates:	17 June in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16	Floating Rate Note Provisions:	Not Applicable
17	Zero Coupon Note Provisions:	Not Applicable
18	Index-Linked Interest Note/other variable- linked interest Note Provisions:	Not Applicable
19	Dual Currency Note Provisions:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
20	Call Option:	Not Applicable
21	General Put Option:	Not Applicable
22	Restructuring Event Put Option:	Not Applicable
23	Change of Control Put Option:	Applicable
	Change of Control Redemption (i) Amount and method, if any, of calculation of such amount(s):	EUR 1,000 per Calculation Amount

	(ii)	Put Period:	The period of 30 days beginning on and including the date on which a Put Event Notice is given in accordance with Condition $6(e)(v)$ .
		(iii) Put Date:	The earlier of (1) the Maturity Date or (2) the date which falls seven days after the last day of the Put Period.
24		SSE Restructuring Event Put Option:	Applicable
	(i)	SSE Restructuring Event Redemption Amount and method, if any, of calculation of such amount(s):	EUR 1,000 per Calculation Amount
	(ii)	Put Period:	The period of 30 days beginning on and including the date on which a Put Event Notice is given in accordance with Condition $6(e)(v)$ .
		(iii) Put Date:	The earlier of $(1)$ the Maturity Date or $(2)$ the date which falls seven days after the last day of the Put Period.
25		Final Redemption Amount of each Note:	EUR 1,000 per Calculation Amount
26		Early Redemption Amount:
	Early	Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):	EUR 1,000 per Calculation Amount
27		Indexation:	Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28		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
29		New Global Note:	Yes
30		Financial Centre(s) or other special provisions relating to payment dates:	Not Applicable

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31	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No
32	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	Not Applicable
33	relating to Instalment Notes: Details Instalment Amount of each instalment,	Not Applicable
	date on which each payment is to be made:
34	renominalisation Redenomination, and reconventioning provisions:	Not Applicable
35	Consolidation provisions:	Not Applicable
36	Other final terms:	Not Applicable
	DISTRIBUTION
37	If syndicated, names of Managers: $\left( i\right)$	Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Lloyds TSB Bank plc Mitsubishi UFJ Securities International plc
	Stabilising Manager(s) (if any): (ii)	Not Applicable
38	If non-syndicated, name of Dealer:	Not Applicable
39	U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
40	Additional selling restrictions:	Not Applicable
	PURPOSE OF FINAL TERMS

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These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Notes described herein pursuant to the €10,000,000,000 Euro Medium Term Note Programme of the Issuer.

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RESPONSIBILITY

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

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Signed on behalf of the Issuer:
By: CACOCCE DUNCAJ
Duly authorised

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 plc's Regulated with effect from the Issue Date.
	(ii)	Estimate of total expenses related to admission to trading:	£3,650
2		RATINGS
		Ratings:	The Notes to be issued have been rated:
			Standard & Poor's Credit Market Services Europe Limited: A- Moody's Investors Service, Ltd.: A3
			Each of Standard & Poor's Credit Market Services Europe Limited and Moody's Investors Service, Ltd. is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

$\overline{\mathbf{3}}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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.

$\overline{\mathbf{4}}$ Fixed Rate Notes only - YIELD

Indication of yield:

2.101 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.

$5\phantom{1}$ OPERATIONAL INFORMATION

ISIN Code:

Common Code:

XS0944451243

Not Applicable

094445124

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

Delivery:

Delivery against payment

Names and addresses of initial Paying

The Bank of New York Mellon, London

$Agent(s)$ :	Branch One Canada Square London E14 5AL
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 Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be eligible collateral recognized for as 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.

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