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Plc Western Power Distribution (South Wales) Plc Avonbank Avonbank Feeder Road Feeder Road Bristol BS2 0TB Bristol BS2 0TB United Kingdom United Kingdom

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Plc Western Power Distribution (South Wales) Plc Avonbank Avonbank Feeder Road Feeder Road Bristol BS2 0TB Bristol BS2 0TB United Kingdom United Kingdom WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC (incorporated and registered with limited liability in England and Wales under registration number 02366923) and WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC (incorporated and registered with limited liability in England and Wales under registration number 02366985) and WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (incorporated and registered with limited liability in England and Wales under registration number 02366894) and WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC (incorporated and registered with limited liability in England and Wales under registration number 03600574) £4,000,000,000 Euro Medium Term Note Programme Under this £4,000,000,000 Euro Medium Term Note Programme (the Programme), Western Power Distribution (East Midlands) plc (WPDE), Western Power Distribution (South Wales) plc (WPD South Wales), Western Power Distribution (South West) plc (WPD South West) and Western Power Distribution (West Midlands) plc (WPDW and, together with WPDE, WPD South Wales and WPD South West, the Issuers, and each, an Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer of such Notes (the Relevant Issuer) and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £4,000,000,000 (or its equivalent in other currencies calculated as described in the amended and restated dealer agreement dated 12 August 2019, as amended or supplemented from time to time, the Dealer Agreement), subject to increase as described in this Prospectus. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Description of the Programme” and any additional Dealer appointed under the Programme from time to time by the Relevant Issuers (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application has been made to the Financial Conduct Authority (the FCA) in its capacity as competent authority for Notes issued under the Programme during the period of 12 months from the date of this Prospectus to be admitted to the official list of the FCA (the Official List) and to be admitted to trading on the London Stock Exchange’s (the London Stock Exchange) regulated market. The Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 (as amended or superseded) (the Prospectus Regulation) and such approval should not be considered as an endorsement of the Issuers or the quality of the Notes that are the subject of this Prospectus. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Investors should make their own assessment as to the suitability of investing in the Notes. 1 References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2014/65/EU (as amended or superseded) (MiFID II). Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of the Notes will (other than in the case of Exempt Notes, as defined below) be set out in a separate document containing the final terms for that Tranche (Final Terms) which, with respect to the Notes to be admitted to the Official List and admitted to trading by the London Stock Exchange on the regulated market, will be delivered to the FCA and the London Stock Exchange on or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement). In this Prospectus, any reference to Final Terms shall, in the case of Exempt Notes, be construed as a reference to the relevant Pricing Supplement. The Programme provides that the Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or regulated or unregulated markets as may be agreed between the Relevant Issuer, the Note Trustee (as defined below) and the relevant Dealer(s). The Relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any regulated or unregulated market (Exempt Notes). The FCA has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. Each Series (as defined in “Overview of the Programme”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a temporary Global Note) or a permanent global note in bearer form (each a permanent Global Note). Notes in registered form will be represented by registered certificates (each a Certificate), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series (a Global Certificate). If the global notes (the Global Notes and each a Global Note) are stated in the applicable Final Terms to be issued in new global note (NGN) form they are intended to be eligible collateral for Eurosystem monetary policy and, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Registered Notes issued in global form will be represented by registered global certificates (Global Certificates). If a Global Certificate is held under the New Safekeeping Structure (the NSS) the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form (Classic Global Notes or CGNs) and Global Certificates which are not held under the NSS will be deposited on the issue date to of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the Common Depositary). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Form of the Notes”. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and are subject to United States tax law requirements. The Notes are being offered outside the United States in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration 2 requirements of the Securities Act. See “Form of the Notes” for a description of the manner in which Notes will be issued. Each of the Issuers has been rated by Moody’s Investors Service Limited (Moody’s) and/or Standard & Poor’s Credit Market Services Europe Limited (S&P). Each of Moody’s and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended or superseded) (the CRA Regulation). As such each of Moody’s and S&P is included in the list of credit agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. 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. Please also refer to “Risk Factors - Credit ratings assigned to the Notes may not reflect all the risks associated with an investment in those Notes”. Prospective investors should consider carefully the risks set forth under Risk Factors on pages 14 to 19 prior to making investment decisions with respect to the Notes. Arranger NatWest Markets Dealers Barclays BofA Merrill Lynch HSBC Lloyds Bank Corporate Markets Mizuho Securities MUFG NatWest Markets RBC Capital Markets Santander Corporate & Investment Banking The date of this Prospectus is 12 August 2019 3 IMPORTANT INFORMATION This Prospectus comprises a base prospectus, in respect of all Notes other than Exempt Notes issued under the Programme, for the purposes of Article 8 of the Prospectus Regulation. When used in this Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129 (as amended and/or supplemented from time to time, and includes any relevant implementing measure in a relevant Member State of the European Economic Area) and for the purpose of giving information with regard to the Relevant Issuer and the Notes which, according to the particular nature of the Relevant Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Relevant Issuer.
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