Northumbrian Water Finance Plc (Incorporated in England and Wales with Limited Liability)

Prospectus dated 19 January 2012 Northumbrian Water Finance Plc (Incorporated in England and Wales with limited liability) £360,000,000 5.125 per cent. Guaranteed Bonds due 2042 Guaranteed by Northumbrian Water Limited (Incorporated in England and Wales with limited liability) Issue Price: 99.396 per cent. The issue price of the £360,000,000 5.125 per cent. Guaranteed Bonds due 2042 (the “Bonds”) is 99.396 per cent. The Bonds will mature on 23 January 2042. The Bonds will be issued in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000. See “Terms and Conditions of the Bonds — Form, Denomination and Title”. Interest on the Bonds will be payable annually in arrear on 23 January in each year, on their outstanding principal amount, with the first such payment being due on 23 January 2013. Payments of principal, any premium and interest on the Bonds will be made without withholding or deduction of United Kingdom taxes unless such withholding or deduction is required by law, as more fully described under “Terms and Conditions of the Bonds - Taxation”. The Bonds may not be redeemed prior to 23 January 2042, except as mentioned below. Northumbrian Water Finance Plc (the “Issuer”) may, at its option, redeem the Bonds in whole, but not in part, at any time at a price which shall be the higher of their outstanding principal amount and an amount calculated by reference to the yield on the relevant United Kingdom government stock, in each case together with accrued interest, as more fully described under “Terms and Conditions of the Bonds — Redemption at the option of the Issuer”. The Issuer may, at its option, redeem the Bonds in whole, but not in part, at their outstanding principal amount plus any interest accrued to but excluding the date of redemption for taxation reasons as described under “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for taxation reasons”. Upon the occurrence of certain events as described under “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption at the option of the Bondholder on a Put Event”, the holder of a Bond may require the Issuer to redeem or purchase or procure the purchase of its Bonds at their outstanding principal amount plus any accrued interest. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Bonds to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Bonds to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”) to be deposited on or about 23 January 2012 (the “Issue Date”) with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the “Permanent Global Bond”) without interest coupons or talons, on or after a date (the “Exchange Date”) which is expected to be 5 March 2012 (the “Exchange Date”) upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds only in the limited circumstances set out therein. The Bonds are expected to be rated BBB+ by Standard & Poor’s Credit Market Services Europe Limited and Baa1 by Moody’s Investors Service Ltd. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Standard & Poor’s Credit Market Services Europe Limited and Moody’s Investors Service Ltd. are established in the European Union and are registered under Regulation (EC) No. 1060/2009. No definitive Bonds will be issued with a denomination above £199,000. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Bonds. Barclays Capital HSBC RBC Capital Markets This Prospectus comprises a prospectus for the purposes of Article 5 of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer, Northumbrian Water Limited (the “Guarantor”), the Guarantor and its subsidiaries taken as a whole (collectively, the “Group”) and the Bonds which, according to the particular nature of Issuer and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Bonds. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference ” below). To the fullest extent permitted by law, neither the Managers (as defined below) nor The Law Debenture Trust Corporation p.l.c (the “Trustee”) accept any responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by a Manager or the Trustee or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Bonds. Each Manager and the Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. This Prospectus (a) is not intended to provide the basis of any credit or other evaluation and (b) should be considered as constituting an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, or any of Barclays Bank PLC, HSBC Bank plc or RBC Europe Limited (together, the “Managers”) or the Trustee to subscribe or purchase, any of the Bonds . The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Prospectus, see “Subscription and Sale” below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor, any of the Managers or the Trustee. Neither the delivery of this Prospectus nor any sale or allotment made in connection with the offering of the Bonds shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer, the Guarantor or the Group since the date hereof. Each potential investor in the Bonds must determine the suitability of the relevant investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including but not limited to, any currency exchange risk where the currency for principal or interest payments is different from the potential investor’s main operating currency; (iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of the relevant indices and financial markets; (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and (vi) have a good understanding of the water regulatory environment in the United Kingdom. The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and are subject to United States tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. 2 In connection with the issue of the Bonds, HSBC Bank plc as stabilising manager (the “Stabilising Manager”) (or any person acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail.

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