Form of final terms

FINAL TERMS

DATED 7 JANUARY 2013

The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 UP TO EUR 5,000,000 NON-CAPITAL PROTECTED NOTES LINKED TO A US STOCKS BASKET ISSUE PRICE: 100% (INCLUDING A DISTRIBUTION FEE OF UP TO 1.20%) UP TO EUR 5,000,000 NON-CAPITAL PROTECTED NOTES LINKED TO A US STOCKS BASKET ISSUE PRICE: 14% (INCLUDING A DISTRIBUTION FEE OF UP TO 1.20%) THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR POLITICAL SUBDIVISION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REQUIREMENTS
OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE SECURITIES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS THAT MEET THE
REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. FURTHERMORE, TRADING IN THE
SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES COMMODITY FUTURES TRADING
COMMISSION UNDER THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED.
THE SECURITIES DO NOT CONSTITUTE UNITS OF COLLECTIVE INVESTMENT SCHEMES WITHIN THE MEANING
OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA") AND ARE NOT SUBJECT TO
THE APPROVAL OF, OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY
("FINMA"). HOLDERS OF THE SECURITIES ARE EXPOSED TO THE CREDIT RISK OF THE ISSUER.
FINAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions
and the Product Conditions applicable to each Series of Securities described herein (the “relevant
Product Conditions”) as set forth in the Base Prospectus relating to Notes dated 25 May 2012 (the
“Base Prospectus”), as supplemented from time to time, which constitutes a base prospectus for the
purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This
document constitutes the Final Terms of each Series of the Securities described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base
Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities
described herein is only available on the basis of the combination of these Final Terms and the Base
Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing
at the office of the Issuer at 36 St Andrew Square, Edinburgh EH2 2YB, Scotland and copies may be
obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to,
the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so
supplemented. These Final Terms, the relevant Product Conditions and the General Conditions
together constitute the Conditions of each Series of the Securities described herein and will be
attached to any Global Security representing each such Series of the Securities. In the event of any
inconsistency between these Final Terms and the General Conditions or the relevant Product
Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and
Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado
de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services
Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB),
Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), the
Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet),
the Swedish Financial Supervisory Authority, the Financial Supervisory Authority of Norway
(Finanstilsynet) and the Polish Financial Supervision Authority (KNF) with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
The Securities do not constitute units of collective investment schemes within the meaning of the
Swiss Federal Act on Collective Investment Schemes (“CISA”) and are not subject to the approval of,
or supervision by the Swiss Financial Market Supervisory Authority (“FINMA”). Holders of the
Securities are exposed to the credit risk of the Issuer.
So far as the Issuer is aware, no person (other than the Issuer in its separate capacities as Issuer and
Calculation Agent, see “Risk Factors - Actions taken by the Calculation Agent may affect the
Underlying” and “Risk Factors – Actions taken by the Issuer may affect the value of the Securities”
in the Base Prospectus) involved in the issue of the Notes has an interest material to the offer.
From (and including) 7 January 2013 up to (and including) 15 February 2013 Nordic Growth Market (NGM) – NDX (Nordic Derivatives Exchange) Official List Bonds section Application has been made for the Securities to be admitted to trading on Nordic Growth Market – (NGM) – NDX (Nordic Derivatives Exchange) Official List Bonds section with effect from the Listing Date. If, following the date of these Final Terms, but before the later of (i) the closure of the offer for the Securities; and (ii) if applicable, the admission of the Securities to trading on the Nordic Growth Market (NGM) - NDX (Nordic Derivatives Exchange) Official List Bonds section the Prospectus (the Original Prospectus) is supplemented, updated or replaced (including replacement following the expiry of the Original Prospectus) then the Issuer shall be entitled, without the consent of any Holder, any prospective Holder or any other person, to amend these Final Terms so as to provide, and/or replace these Final Terms with ones which provide that references to the Original Prospectus herein shall be to the Original Prospectus as amended, supplemented, updated or replaced (save that the terms and conditions applicable to the Securities shall be the Conditions set forth in the Original Prospectus). Investors are required to subscribe for a minimum of five (5) Securities and thereafter in multiples of one (1) Security Please refer to the section of the Base Prospectus entitled “General Information – Information on the Offering of the Securities – (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public” In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol, BS13 8AE, England. In respect of Securities not cleared through CREST, None 30, P.O. Box 630, FI-00101 Helsinki, Finland, as issuing and paying agent
(the “Issuing and Paying Agent”)
Standard & Poor’s Credit Market Services Europe Limited: Not Applicable Moody’s Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable SHARE NOTES
Non-Capital Protected Notes linked to a US stocks Basket 100% (Including a distribution fee of up to 1.2%) Share Share
Exchange
Underlying
Currency
The ordinary share of the Abbott Laboratories Share Company (ISIN: (Bloomberg Code: ABT The ordinary share of the CenturyLink Inc. Share Company (ISIN: (Bloomberg Code: CTL Share Company (ISIN: Communications Inc. The ordinary share of the The Southern Company Share Company (ISIN: (Bloomberg Code: SO The ordinary share of the AT & T Inc. (Bloomberg Share Company (ISIN: Code: T UN <EQUITY>) The ordinary share of the American Electric Power Share Company (ISIN: Company, Inc. (AEP) The definition in Product Condition 1 applies (i) If Basket Value is greater than or equal to zero: Nominal Amount x [100% + UP x Basket Value x (FXInitial / FXFinal)]; otherwise Nominal Amount x [100% + 50% x Basket Value] “Basket Value” means an amount determined by the Calculation Agent in
accordance with the following formula:
“n” = the number of Shares comprised in the Basket, where n = 10;
“Si, T” = with respect to each Share, the Final Reference Price;
“Si, 0” = with respect to each Share, the Initial Reference Price;
“wi” = with respect to each Share, the Weight specified as such in the definition
“Final Exchange Rate” means the daily mid Exchange Rate, as determined by
the Calculation Agent at or around 16:00 London time on Bloomberg page WMCO, or by reference to any other source as the Calculation Agent may reasonably determine to be appropriate at such time; “FXFinal” means the Final Exchange Rate on the Trading Day immediately
“FXInitial” means the Final Exchange Rate on the Pricing Date; and
“UP” means a participation rate to be determined by the Calculation Agent on
or around 4 March 2013 subject to a minimum of 170%. The indicative participation is 200%. For the avoidance of doubt, the Cash Amount may be zero. The definition in Product Condition 1 applies Means with respect to each Share, an amount equal to the prices of the Share quoted on the Exchange at the Valuation Time on the Valuation Date, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share, on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 Means, with respect to each Share, the price of such Share quoted on the Exchange at the Valuation Time on the Pricing Date as determined by or on behalf of the Calculation Agent, without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 Interest Rate Day Count Not Applicable Fraction: The definition in Product Condition 1 applies The Maturity Date or, if later, the tenth Business Day following the Valuation Date 8, or in respect of an Emerging Market Disruption Event only, 180 Specified Valid Averaging For the purpose of Initial Averaging Dates: Not Applicable Dates: For the purpose of Final Averaging Dates: Not Applicable The definition in Product Condition 1 applies Amendments to General As specified in Additional Condition 4, with Additional Condition 4.1 being Not Conditions or Product Applicable Conditions: Offering Procedure for the Securities: The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) and the Securities
may not be exercised, offered, sold, transferred or delivered within the United
States or to, or for the account or benefit of, any U.S. person as defined in
Regulation S under the Securities Act. Furthermore, trading in the Securities
has not been approved by the United States Commodity Futures Trading
Commission under the United States Commodity Exchange Act, as amended
and no U.S. person may at any time trade or maintain a position in the
INFORMATION ON THE UNDERLYING
Performance of Underlying/formula/ General: Fluctuations in the value of the Underlying will have an
other variable, explanation of effect on effect on the value of the Securities throughout the life of the
value of investment and associated Securities and at maturity/expiration. The value of the Underlying
risks and other information concerning may go down or up throughout the life of the Securities.
the Underlying:
Positive Correlation: All other things being equal, positive
performance of the Underlying will have a positive effect on the
value of the Securities at maturity/expiration.
If Basket Value is greater than or equal to zero: Greater than 100% Participation: Any increase in the value or
performance of the Underlying will have a greater effect on the
value of the Securities at maturity/expiration than would have been
the case if the Securities had been exposed to 100% of the value
or performance of the Underlying.
Less than 100% Participation: Any increase in the value or
performance of the Underlying will have a lesser effect on the
value of the Securities at maturity/expiration than would have been
the case if the Securities had been exposed to 100% of the value
or performance of the Underlying.
FX Adjustment: The value of the Securities will be affected both
by the value or performance of the Underlying and by the
performance of the relevant FX rate between the currency of the
Underlying and the currency of the Securities.
Equal Weighting in Basket: Equal weighting of each constituent
in the basket means that the value or performance of each
constituent will have an equal influence on the value of the
Securities at maturity/expiration.
No Capital Protection: All other things being equal, the value or
performance of the Underlying will affect the value of the
Securities at maturity/expiration, to such an extent that the value of
the Securities at maturity/expiration may be zero.
Page where information about the past See Basket and future performance of the Underlying and its volatility can be obtained: Under normal market conditions The Royal Bank of Scotland plc intends (but is not obliged) to maintain a secondary market Non-Capital Protected Notes linked to a US stocks Basket 14% (Including a distribution fee of up to 1.2%) Share Share
Exchange
Underlying
Currency
The ordinary share of the Abbott Laboratories Share Company (ISIN: (Bloomberg Code: ABT The ordinary share of the CenturyLink Inc. Share Company (ISIN: (Bloomberg Code: CTL Share Company (ISIN: Communications Inc. The ordinary share of the The Southern Company Share Company (ISIN: (Bloomberg Code: SO The ordinary share of the AT & T Inc. (Bloomberg Share Company (ISIN: Code: T UN <EQUITY>) The ordinary share of the American Electric Power Share Company (ISIN: Company, Inc. (AEP) The definition in Product Condition 1 applies (i) If Basket Value is greater than or equal to zero: Nominal Amount x Participation x Basket Value x (FXInitial / FXFinal); otherwise “Basket Value” means an amount determined by the Calculation Agent in
accordance with the following formula:
“n” = the number of Shares comprised in the Basket, where n = 10;
“Si, T” = with respect to each Share, the Final Reference Price;
“Si, 0” = with respect to each Share, the Initial Reference Price;
“wi” = with respect to each Share, the Weight specified as such in the definition
“Final Exchange Rate” means the daily mid Exchange Rate, as determined by
the Calculation Agent at or around 16:00 London time on Bloomberg page WMCO, or by reference to any other source as the Calculation Agent may reasonably determine to be appropriate at such time; “FXFinal” means the Final Exchange Rate on the Trading Day immediately
“FXInitial” means the Final Exchange Rate on the Pricing Date; and
“Participation” means a participation rate to be determined by the Calculation
Agent on or around 4 March 2013 subject to a minimum of 80%. The indicative participation is 100%. For the avoidance of doubt, the Cash Amount may be zero. The definition in Product Condition 1 applies Means with respect to each Share, an amount equal to the prices of the Share quoted on the Exchange at the Valuation Time on the Valuation Date, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share, on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 Means, with respect to each Share, the price of such Share quoted on the Exchange at the Valuation Time on the Pricing Date as determined by or on behalf of the Calculation Agent, without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 Interest Rate Day Count Not Applicable Fraction: The definition in Product Condition 1 applies The Maturity Date or, if later, the tenth Business Day following the Valuation Date 8, or in respect of an Emerging Market Disruption Event only, 180 Specified Valid Averaging For the purpose of Initial Averaging Dates: Not Applicable Dates: For the purpose of Final Averaging Dates: Not Applicable The definition in Product Condition 1 applies Amendments to General As specified in Additional Condition 4, with Additional Condition 4.1 being Not Conditions or Product Applicable Conditions: Offering Procedure for the Securities: The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) and the Securities
may not be exercised, offered, sold, transferred or delivered within the United
States or to, or for the account or benefit of, any U.S. person as defined in
Regulation S under the Securities Act. Furthermore, trading in the Securities
has not been approved by the United States Commodity Futures Trading
Commission under the United States Commodity Exchange Act, as amended
and no U.S. person may at any time trade or maintain a position in the
Securities.
INFORMATION ON THE UNDERLYING
Performance of Underlying/formula/ General: Fluctuations in the value of the Underlying will have an
other variable, explanation of effect on effect on the value of the Securities throughout the life of the
value of investment and associated Securities and at maturity/expiration. The value of the Underlying
risks and other information concerning may go down or up throughout the life of the Securities.
the Underlying:
Positive Correlation: All other things being equal, positive
performance of the Underlying will have a positive effect on the
value of the Securities at maturity/expiration.
Less than 100% Participation: Any increase in the value or
performance of the Underlying will have a lesser effect on the
value of the Securities at maturity/expiration than would have been
the case if the Securities had been exposed to 100% of the value
or performance of the Underlying.
Greater than 100% Participation: Any increase in the value or
performance of the Underlying will have a greater effect on the
value of the Securities at maturity/expiration than would have been
the case if the Securities had been exposed to 100% of the value
or performance of the Underlying.
FX Adjustment: The value of the Securities will be affected both
by the value or performance of the Underlying and by the
performance of the relevant FX rate between the currency of the
Underlying and the currency of the Securities.
Equal Weighting in Basket: Equal weighting of each constituent
in the basket means that the value or performance of each
constituent will have an equal influence on the value of the
Securities at maturity/expiration.
No Capital Protection: All other things being equal, the value or
performance of the Underlying will affect the value of the
Securities at maturity/expiration, to such an extent that the value of
the Securities at maturity/expiration may be zero.
Page where information about the past See Basket and future performance of the Underlying and its volatility can be obtained: Under normal market conditions The Royal Bank of Scotland plc intends (but is not obliged) to maintain a secondary market NO SIGNIFICANT CHANGE AND NO MATERIAL ADVERSE CHANGE
There has been no significant change in the trading or financial position of the Issuer Group taken as a whole since 30 June 2012 (the end of the last financial period for which audited financial information or interim financial information of the Issuer Group has been published). There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the last published audited financial information of the Issuer Group). RESPONSIBILITY
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.

Source: http://markets.rbs.fi/MediaLibrary/Document/L%2022%20Jan%2013/Final%20Terms%20FI4000052600_FI4000052683%20CL%20v3_USA%20x%202.pdf