National Grid : Final Pricing for Cash Tender Offers

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA(the United States) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

16 September 2016

NATIONAL GRID GAS PLC (NGG) AND

NATIONAL GRID ELECTRICITY TRANSMISSION PLC(NGET)

FINAL PRICING FOR CASH TENDER OFFERS

Further to its announcement earlier today, NGG now announces the final pricing details in respect of its invitations to holders of its outstanding £484,000,000 6.375 per cent. Instruments due 3 March 2020 (ISIN: XS0348431551) (the 2020 Notes), its outstanding £503,078,000 4.1875 per cent. Guaranteed Index-Linked Bonds due 2022 (ISIN: XS0103338140) (the 2022 Notes), its outstanding £503,078,000 7.0 per cent. Guaranteed Fixed Rate Bonds due 2024 (ISIN: XS0103338496) (the December 2024 Notes), its outstanding £275,000,000 8.75 per cent. Bonds due 2025 (ISIN: XS0058343251) (the 2025 Notes) and its outstanding £457,000,000 6.00 per cent. Instruments due May 2038 (ISIN: XS0363511873) (the 2038 Notes), and

further to its announcement earlier today, NGET now announces the final pricing details in respect of its invitations to holders of its outstanding £450,000,000 5.875 per cent. Bonds due 2024 (ISIN: XS0094073672) (the February 2024 Notes),its outstanding £525,000,000 4.00 per cent. Instruments due 8 June 2027 (ISIN: XS0789331948) (the 2027 Notes), its outstanding £360,000,000 6.50 per cent. Notes due 2028 (ISIN: XS0132735373) (the 2028 Notes) and its outstanding £379,000,000 7.375 per cent. Instruments due January 2031 (ISIN: XS0407912053) (the 2031 Notes)

(the 2020 Notes, the 2022 Notes, the February 2024 Notes, the December 2024 Notes, the 2025 Notes, the 2027 Notes, the 2028 Notes, the 2031 Notes and the 2038 Notes together, the Notes and each a Seriesand all holders of such Notes the Noteholders)

to tender their Notes for purchase by NGG or NGET, as the case may be, for cash subject to the New Issue Condition (each such invitation, an Offerand together, the Offers).

The Offers were announced on 6 September 2016 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 September 2016 (the Tender Offer Memorandum) prepared by NGET and NGG in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 15 September 2016.

Pricing Details

Final pricing for the Offers took place at or around 12.00 (noon) (London time) today, 16 September 2016 (the Pricing Time). If NGG and/or NGET decide to accept any Notes for purchase pursuant to any or all of the Offers, the cash purchase price NGG or NGET, as applicable, will pay for the relevant Notes of each Series validly tendered and accepted for purchase will be as set out in the following table. NGG or NGET, as applicable, will also pay Accrued Interest in respect of the relevant Notes of each Series accepted for purchase pursuant to the relevant Offer.

A summary of the final pricing of the Offers appears below.

Any and All Offer Notes

Capped Offer Notes

Whether NGET and/or NGG will purchase any Notes validly tendered in the Offers is subject, without limitation, to the successful completion (in the sole determination of NGET and NGG) of the issue of the New Notes (the New Issue Condition). NGET and NGG will announce whether the New Issue Condition has been satisfied and, if so, their decision of whether to accept valid tenders of Notes pursuant to any or all of the Offers and, if so accepted, the aggregate nominal amount of Notes of each Series accepted for purchase pursuant to the Offers and any Scaling Factor (if applicable), on or prior to the Settlement Date.

The New Notes, and the guarantee thereof, are not being, and will not be, offered or sold in the United States. Nothing in this announcement and/or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes, or the guarantee thereof, in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes, and the guarantee thereof, have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 22 September 2016.

Barclays Bank PLC, BNP Paribas, HSBC Bank plc, Merrill Lynch International and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Offers. Lucid Issuer Services Limited is acting as Tender Agent.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of NGG, NGET, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.