Final Terms dated 1 September 2023

SSE plc

Legal entity identifier (LEI): 549300KI75VYLLMSK856

Issue of €750,000,000 4.000 per cent. Green Bonds due 2031

under the €10,000,000,000

Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes 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"). 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"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK 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 Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target market - Solely

for the purposes of each manufacturer's product approval process, the target market assessment

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in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation EU No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (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 24 August 2023 which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation 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 is available for viewing at the website of the London Stock Exchange http://londonstockexchange.com/exchange/news/market-news/market-news-home.html and during normal business hours copies may be obtained from SSE plc, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ.

  1. Issuer:
  2. (i) Series Number:
    1. Tranche Number:
  4. Specified Currency or Currencies:
  5. Aggregate Nominal Amount of Notes:
    1. Series:
    2. Tranche:
    3. Date on which the Notes become fungible:
  7. Issue Price:
  8. (i) Specified Denominations:

SSE plc

20

1

Euro ("€" or "EUR")

€750,000,000

€750,000,000

Not Applicable

99.966 per cent. of the Aggregate Nominal Amount

€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No notes in definitive form will be issued with a denomination above €199,000

(ii)

Calculation Amount:

€1,000

7

(i)

Trade Date:

29 August 2023

(ii)

Issue Date:

5 September 2023

(iii)

Interest Commencement Date:

Issue Date

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8

Maturity Date:

5 September 2031

9

Interest Basis:

4.000 per cent. Fixed Rate

(further particulars specified below)

10

Redemption/Payment Basis:

Redemption at par

11

Change

of

Interest

or

Not Applicable

Redemption/Payment Basis:

12

Put/Call Options:

Change of Control Put

Make-Whole Call

Issuer Maturity Par Call

Clean-Up Call

13

Date Board approval for issuance of

19 May 2023

Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14 Fixed Rate Note Provisions:

Applicable

(i)

Rate of Interest:

The Notes are not subject to the Step Up Option

4.000 per cent. per annum payable annually in arrear

(ii)

Interest Payment Date(s):

5 September in each year commencing 5 September

2024 and ending on the Maturity Date

  1. Fixed Coupon Amount:
  2. Broken Amount(s):
  3. Day Count Fraction:
  4. Determination Dates:
  1. Floating Rate Note Provisions:
  2. Zero Coupon Note Provisions:
  3. RPI Linked Note Provisions:
  4. Step Up Option:

PROVISIONS RELATING TO REDEMPTION

  1. Call Option:
  2. Make-WholeRedemption:
    1. Make-WholeRedemption Date(s):
    2. Make-WholeAmount(s):

€40.00 per Calculation Amount

Not Applicable

Actual/Actual (ICMA)

5 September in each year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Applicable

At any time up to (but excluding) the day that is 90 days prior to the Maturity Date

(a)Specified Time:

12:00 noon (London time)

(b)Redemption Margin:

0.25 per cent.

(iii) If redeemable in part:

Applicable

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    1. Minimum Redemption Amount:
    2. Maximum Redemption Amount:
  2. Notice period:
  1. Issuer Maturity Par Call: Notice period:
  2. Clean-UpCall Option:
    1. Clean-UpRedemption Amount:
  4. General Put Option:
  5. Restructuring Event Put Option:
  6. Change of Control Put Option:
    1. Change of Control Redemption Amount:
    2. Put Period:
    3. Put Date:
  8. SSE Restructuring Event Put Option:
  9. Final Redemption Amount of each Note:
  10. 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

€100,000

€750,000,000

Minimum period: 15 days

Maximum period: 30 days

Applicable

Minimum period: 15 days

Maximum period: 30 days

Applicable

€1,000 per Calculation Amount

Not Applicable

Not Applicable

Applicable

€1,000 per Calculation Amount

As set out in the Conditions

As set out in the Conditions

Not Applicable

€1,000 per Calculation Amount

€1,000 per Calculation Amount

29

Indexation:

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

30

Form of Notes:

Bearer Notes

31 New Global Note intended to be held in a manner which would allow Eurosystem eligibility:

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

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 recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the

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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.

32 Financial Centre(s):

London, T2

33 Talons for future Coupons to be No attached to Definitive Notes:

34 U.S. Selling Restrictions:

Reg. S Compliance Category 2; D RULES

Signed on behalf of the Issuer:

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

Duly authorised

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SSE plc published this content on 05 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 13:18:04 UTC.