ELECTRICITY SUPPLY BOARD (a body corporate established in Ireland under the Electricity (Supply) Acts of Ireland)

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1 OFFERING CIRCULAR SUPPLEMENT ELECTRICITY SUPPLY BOARD (a body corporate established in Ireland under the Electricity (Supply) Acts of Ireland) ESB FINANCE LIMITED (a private company incorporated with limited liability in Ireland with registration number ) EUR3,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by ELECTRICITY SUPPLY BOARD (a body corporate established in Ireland under the Electricity (Supply) Acts 1927 to 2004 of Ireland) This Offering Circular Supplement (this Supplement) is supplemental to and must be read in conjunction with the Offering Circular dated 4 November 2011 (as supplemented by the Offering Circular Supplement dated 24 February 2012 (the February 2012 Supplement), the Offering Circular ) prepared by Electricity Supply Board (ESB) and ESB Finance Limited (ESB Finance) (together, the Issuers and each of them, an Issuer). The Offering Circular comprises a base prospectus in connection with the Issuers EUR3,000,000,000 Euro Medium Term Note Programme (the Programme). Terms defined in the Offering Circular have the same meaning when used in this Supplement. This Supplement to the Offering Circular constitutes a supplement for the purposes of Directive 2003/71/EC, as amended (the Prospectus Directive) and is issued in accordance with Article 16 thereof and Regulation 51 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (the Irish Prospectus Regulations). The Supplement has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive. The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Supplement has been prepared for the purposes of (i) incorporating into the Offering Circular the audited consolidated financial statements of ESB as at and for the year ended 31 December 2011 and the audited financial statements of ESB Finance as at and for the year ended 31 December 2011, (ii) updating the section of the Offering Circular entitled Risk Factors, (iii) updating the section of the Offering Circular entitled Description of ESB and (iv) updating the section of the Offering Circular entitled General Information. Each of ESB and ESB Finance accepts responsibility for the information contained in this Supplement. To the best of the knowledge of ESB and ESB Finance (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this Supplement, there has been no other significant new factor in relation to the Issuers since the date of publication of the February 2012 Supplement, and there is no material mistake or inaccuracy relating to the information included in the Offering Circular, which is capable of affecting the assessment of the Notes. To the extent that there is any inconsistency between (i) any statement in this Supplement, including any statement incorporated by reference into the Offering

2 Circular by this Supplement, and (ii) any other statement in or incorporated by reference into the Offering Circular, the statements in this Supplement will prevail. The date of this Supplement is 5 June Any person who may wish to exercise any right arising pursuant to article 16(2) of the Prospectus Directive, as implemented into Irish law pursuant to Regulation 52 of the Irish Prospectus Regulations as a result of the publication of this Supplement must exercise that right within a period of 2 working days after the publication of this Supplement. 1. Incorporation of Accounts The audited consolidated financial statements of ESB for the year ending 31 December 2011 (the 2011 ESB Accounts ) and the audited financial statements of ESB Finance for the year ending 31 December 2011 (the 2011 ESB Finance Accounts ) have been filed at the Irish Stock Exchange. The 2011 ESB Accounts and the 2011 ESB Finance Accounts are hereby incorporated by reference into the Offering Circular. The 2011 ESB Accounts and the 2011 ESB Finance Accounts shall be available for inspection (by physical and electronic means) from the registered office of the relevant Issuer on the same terms as those documents set out in the Documents Available paragraph of the General Information section on page 95 of the Offering Circular. 2. Amendment of Risk Factors The sub-section headed Political, regulatory and legal risks (which form part of the Risk Factors section commencing on page 10 of the Offering Circular) is hereby amended and supplemented as follows: Regulated Markets The following paragraph shall be added as a third paragraph under the heading Regulated Markets : NIAUR issued a draft determination entitled "Northern Ireland Electricity Transmission and Distribution Price Controls " on 19 April 2012 setting out its draft proposals concerning its price control in relation to Northern Ireland Electricity Limited (NIE) for the price control period (RP5), which will be effective from 1 October The draft determination includes relatively adverse proposals in relation to the allowed rate of return and pension cost recovery, as well as signalling a review by NIAUR of previous NIE capitalisation policies which could potentially result in some downward adjustments to NIE s regulatory asset base (RAB) and impact on NIE s future revenues. The draft determination also proposes a significantly lower level of capital expenditure than envisaged by NIE which, if implemented, will reduce the overall Group capital expenditure over the next 5 years. Certain of the proposals contained in the draft determination, if implemented in full, would impact adversely on the financial performance of NIE and consequently on the Group s performance. NIE constitutes c.15% of the Group in terms of asset value and EBITDA. The draft determination is open to consultation until 19 July It is expected that final determination will be published before the end of the calendar year If NIE is not satisfied with the final determination, it will have the option of referring it to the UK Competition Commission for final adjudication.

3 Implementation of Third Energy Package The fourth paragraph under the heading Implementation of Third Energy Package (as such fourth paragraph was inserted by the February 2012 Supplement) shall be deemed to be deleted and replaced with the following: In line with the foregoing, each of ESB and Northern Ireland Electricity Limited (NIE) has submitted an application for certification under Article 9(9) to the Single Electricity Market Committee (the SEM Committee) (which is described in the section of this Offering Circular entitled Overview of the Electricity Markets in Ireland and Northern Ireland ). Each application to the SEM Committee is based on the fact that the transmission assets owned by ESB and NIE respectively are (and since September 2009 have been) operated by independent system operators, SONI in Northern Ireland and EirGrid in Ireland. 3. Amendment of Description of ESB The section of the Offering Circular entitled Description of ESB on pages 75 to 86 of the Offering Circular is hereby amended and supplemented as follows: Summary Interim Financial Information The text and tables (including the notes thereto) under the heading Summary Financial Information ) on pages 75 and 76 of the Offering Circular (as supplemented by the February 2012 Supplement) shall be deemed to be deleted and replaced with the following: Summary Financial Information The table below sets out summary consolidated financial data of the Group as at and for the year ended 31 December This table should be read in conjunction with, and is qualified in its entirety by reference to, the consolidated financial statements of ESB (including the notes thereto) for the year ended 31 December 2011 (incorporated by reference into this Offering Circular by the Supplement dated 5 June 2012) which have been audited by the auditors to ESB, KPMG. Y/E Audited Income Statement Data, m IFRS Revenue and other operating income... 2,994.8 EBIT EBIT margin % Profit / (loss) after taxation Balance Sheet Data, m Non-current assets (excl. cash)... 11,394.2 Current assets (excl. cash) Total assets (excl. cash)... 12,261.7 Current liabilities (excl. debt)... (985.6) Non-current liabilities (excl. debt)... (3,157.6) Total liabilities (excl. debt)... (4,143.2)

4 Net assets ,118.5 Net cash / (debt)... (4,323.8) Total equity... 3,794.8 Cash Flow Data, m Cash generated from operations Regulatory Data, m/ m ESB Networks Regulated Asset Base ( m)... 6,241.0 NIE T&D Networks Regulated Asset Base ( m)... 1, Total assets (excluding cash) less total liabilities (excluding debt) Performance Improvement Programme On page 77 of the Offering Circular, a new section shall be added immediately before the section entitled Organisational Structure as follows: Performance Improvement Programme In April 2012, as part of a wider ongoing performance improvement programme aimed at reducing ESB's cost base, ESB reached agreement with trade unions representing its employees in relation to a range of measures designed to deliver substantial savings in ESB's payroll costs. The target is for such savings to reach 140m per annum by ESB aims to achieve these savings through a mix of headcount reductions and earnings reductions and has now commenced implementing these measures across all of its business units. Northern Ireland Electricity - NIE Regulated Returns On page 80 of the Offering Circular, the second paragraph (which is the fourth paragraph under the heading NIE Regulated Returns, which heading appears on page 79 of the Offering Circular) shall be deemed to be deleted and replaced with the following: NIAUR issued its draft determination entitled "Northern Ireland Electricity Transmission and Distribution Price Controls " on 19 April 2012 setting out its draft proposals in relation to NIE's price control for RP5 which will be effective from 1 October 2012 (see further the section of this Offering Circular entitled Risk Factors - Political, regulatory and legal risks - Regulated Markets ). The draft determination is open to consultation until 19 July It is expected that final determination will be published before the end of the calendar year ESB Energy International Trading - International Activities On page 82 of the Offering Circular, the fifth paragraph under the heading International Activities shall be deemed to be deleted and replaced with the following: ESBEI is progressing the development of an 860MW power plant at Carrington in the United Kingdom which is currently planned to commence operation in ESBEI is currently exploring project finance funding options for this project.

5 4. General Information The information set out below supplements the section of the Offering Circular entitled General Information on pages 95 and 96 of the Offering Circular. Significant or Material Change The paragraph on page 96 of the Offering Circular under the heading Significant or Material Change (as amended by the February 2012 Supplement) shall be deemed to be deleted and replaced with the following: Litigation Save as set out in this Offering Circular (as amended by the Supplement dated 24 February 2012 and the Supplement dated 5 June 2012), there has been no significant change in the financial or trading position of ESB or ESB Finance since 31 December 2011 and there has been no material adverse change in the prospects of ESB or ESB Finance since 31 December The paragraph on page 96 of the Offering Circular under the heading Litigation (as amended by the February 2012 Supplement) shall be deleted and replaced with: Save as set out in this Offering Circular (as amended by the Supplement dated 24 February 2012 and the Supplement dated 5 June 2012), neither ESB nor ESB Finance nor any member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which ESB or ESB Finance are aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of ESB, ESB Finance or the Group.

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