Obligation France Énergie 3% ( FR0013464922 ) en EUR

France Énergie

100 % ▲

France

FR0013464922 ( en EUR )

3% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) FR0013464922 en EUR 3%, échéance Perpétuelle

200 000 EUR

500 000 000 EUR

03/12/2025 ( Dans 121 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

La société Electricité de France (EDF), acteur historique et prépondérant du secteur énergétique français et européen, dont la mission couvre la production, le transport, la distribution et la commercialisation d'électricité, est l'émetteur d'une obligation dont les caractéristiques financières sont les suivantes : identifiée par le code ISIN FR0013464922, cette émission est libellée en Euros (EUR) et son pays d'émission est la France ; elle affiche actuellement un prix de 100% sur le marché, indiquant qu'elle se négocie au pair. Cette obligation propose un taux d'intérêt nominal de 3% et représente une taille totale d'émission de 500 000 000 EUR, avec une taille minimale à l'achat fixée à 200 000 EUR. Une de ses caractéristiques les plus distinctives est sa maturité perpétuelle, ce qui signifie qu'elle n'a pas de date de remboursement prédéfinie, offrant potentiellement un flux de revenus indéfini tant que l'émetteur honore ses engagements. Les paiements d'intérêts s'effectuent à une fréquence annuelle.

Prospectus dated 29 November 2019

Electricité de France
(incorporated in the Republic of France with limited liability)

EUR 500,000,000 8 Year Non-Call Reset Perpetual Subordinated Notes
(the "Notes")
Issue price: 99.127 per cent.
_______________
The Euro 8 Year Non-Call Notes (the "Notes") of Electricité de France ("EDF" or the "Issuer") will be issued on 3 December 2019
(the "Issue Date").
The Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 3 December 2027 (the "First Reset Date"), at a
fixed rate of 3.000 per cent. per annum, payable annually in arrears on 3 December in each year with the first interest payment date on 3
December 2020, and (ii) thereafter in respect of each successive five year period, the first successive five year period commencing on (and
including) the First Reset Date, at a reset rate calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of five
years plus a margin, payable annually in arrears on or about 3 December in each year with the first such interest payment date on 3 December
2028 as further described under "5. Interest" in Section "Terms and Conditions of the Notes."
Payment of interest on the Notes may, at the option of the Issuer, be deferred in whole or in part, as set out under "5.5 Interest
Deferral" in Section "Terms and Conditions of the Notes."
The Notes do not contain events of default.
Subject to any early redemption described below, the Notes are undated obligations of the Issuer and have no fixed maturity date.
However, the Issuer will have the right to redeem the Notes in whole, but not in part, (x) on any date during the period commencing on (and
including) 3 September 2027 and ending on (and including) the First Reset Date, or (y) on any Interest Payment Date falling thereafter, as
defined and further described under "6.2 Optional Redemption from the First Call Date" in Section "Terms and Conditions of the Notes."
The Issuer may also redeem the Notes upon the occurrence of a Withholding Tax Event, a Tax Deductibility Event, an Accounting
Event, a Rating Methodology Event and a Substantial Repurchase Event, as further described under "6. Redemption and Purchase" in
Sections "Terms and Conditions of the Notes."
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of
Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published
when securities are offered to the public or admitted to trading on a regulated market, as amended or superseded (the "Prospectus
Regulation").
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority
pursuant to the Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and on the
quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the
Notes.
Application will be made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris on the Issue Date. Euronext Paris
is a regulated market for the purposes of the Directive 2014/65/EU of May 15, 2014 (as amended, "MiFID II"), appearing on the list of
regulated markets issued by the European Securities and Markets Authority ("ESMA").
The Notes will be issued in dematerialized bearer form (au porteur) in the denomination of 200,000 each. Title to the Notes will be
evidenced in accordance with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier by book-entries (inscription en
compte). No physical documents of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et
financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear
France") which shall credit the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold,
directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and
the depositary bank for Clearstream Banking S.A. ("Clearstream").
The Notes have been assigned a rating of BB by S&P Global Ratings Europe Limited ("S&P"), Baa3 by Moody's Investors Service
Ltd. ("Moody's") and BBB by Fitch Ratings Ltd ("Fitch"). As of the date of this Prospectus, the Issuer's long-term and short-term debt has
been respectively rated (i) "A3" and "P-2" with stable outlook by Moody's, (ii) "A-" and "A-2" with negative outlook by S&P and (iii) "A-"
and F2 with stable outlook by Fitch. Each of S&P, Moody's and Fitch is a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 of September 16, 2009 (as amended, the "CRA Regulation") and is included in the list of
credit rating agencies published by ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance
with the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organization. A
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.
Copies of the documents incorporated by reference herein can be obtained free of charge on the Issuer's website (www.edf.com) and
the AMF's website (www.amf-france.org).
Prospective investors should have regard to the risk factors described under the Section headed "Risk Factors" beginning on page 7 of
this Prospectus, in connection with any investment in the Notes.

_______________
Active Joint Bookrunners

BANCA IMI
BNP PARIBAS
HSBC
ING
NATIXIS
NATWEST MARKETS

Passive Joint Bookrunners

BBVA
COMMERZBANK
LLOYDS BANK CORPORATE
MARKETS
WERTPAPIERHANDELSBANK

This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation and of giving
information with regard to the Issuer and its fully consolidated subsidiaries taken as a whole (the "Group", the
"EDF Group," the "EDF group," "we," "us" and "our") and the Notes which 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 Group, as well as the rights attached to the Notes.
This Prospectus is valid until 3 December 2019. The obligation to supplement the Prospectus in the event of
significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no
longer valid.
This Prospectus is to be read in conjunction with the documents incorporated by reference herein (see
"Documents Incorporated by Reference") which have been previously or simultaneously published and which
shall be deemed to be incorporated by reference in, and form part of, this Prospectus (except to the extent so
specified in, or to the extent inconsistent with, this Prospectus).
No person has been authorized to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation should not be relied upon as having been authorized by the Issuer or any of the
Managers (as defined in "Subscription and Sale"). Neither the delivery of this Prospectus nor any offering, sale
or delivery made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer or those of the Group since the date hereof or the date upon which this
Prospectus has been most recently supplemented or that there has been no adverse change in the financial
position of the Issuer or that of the Group since the date hereof or the date upon which this Prospectus has been
most recently supplemented or that any other information supplied in connection with the issue of the Notes is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Managers do not represent that this Prospectus may be lawfully distributed, or that any Notes
may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Issuer or the Managers which would
permit an offering of the Notes to retail investors or distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations and the Managers (each as
defined in "Subscription and Sale") have represented that all offers and sales by them will be made on the same
terms. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to
inform themselves about and to observe any such restriction. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Notes in the United States, the United Kingdom, France,
the Republic of Italy and the European Economic Area (see Section "Subscription and Sale").
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO
CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT IN TRANSACTIONS
EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. FOR A
DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON
DISTRIBUTION OF THIS PROSPECTUS, SEE "SUBSCRIPTION AND SALE."
The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus. The Managers do not have any fiduciary duties to investors and therefore assume no liability or
obligation to investors. None of the Managers makes any representation, warranty or undertaking, express or
implied, or accepts any responsibility or liability, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Prospectus or any other information provided by the
Issuer in connection with the issue and sale of the Notes. Neither this Prospectus nor any information
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incorporated by reference in this Prospectus is intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer or the Managers that any recipient of this Prospectus
or any information incorporated by reference should subscribe for or purchase the Notes. In making an
investment decision regarding the Notes, prospective investors must rely on their own independent investigation
and appraisal of the (a) the Issuer, the Group, its business, its financial condition and affairs and (b) the terms of
the offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as
legal, business or tax advice. Each prospective investor should subscribe for or consult its own advisers as to
legal, tax, financial, credit and related aspects of an investment in the Notes. None of the Managers undertakes
to review the financial condition or affairs of the Issuer or the Group after the date of this Prospectus nor to
advise any investor or potential investor in the Notes of any information coming to the attention of any of the
Managers. Potential investors should, in particular, read carefully the Section entitled "Risk Factors" of this
Prospectus before making a decision to invest in the Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Managers that any recipient of this Prospectus or any other information
supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither this Prospectus
nor any other information supplied in connection with the issue and sale of the Notes constitutes an offer or
invitation by or on behalf of the Issuer or the Managers to any person to subscribe for or to purchase any Notes.
_______________
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS - The Notes
are complex financial instruments that may not be a suitable investment for all investors. Each potential investor
in the Notes must determine the suitability of that investment in light of such investor's own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to properly assess the Notes, the merits and risks of investing
in such Notes 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 and sensitivity to the risk, an investment in the Notes and the impact the Notes might
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all the risks of an investment in the Notes,
including any currency exchange risk when the currency in which payment of principal or interests is to
be made is different from that of the prospective investor;
(iv)
understand thoroughly the terms of the Notes and related risks and be familiar with the behaviour of the
financial markets and any relevant indices;
(v)
be able to assess (either alone or with the help of a financial adviser) possible changes in the economy,
rates of interest or in other factors that may affect its investment and its ability to bear the applicable
risks; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
In addition, some potential investors are subject to restricting investment regulations. These prospective investors
should consult their legal counsel in order to determine whether an investment in the Notes is authorised by law,
whether such investment is compatible with their other borrowings and whether other selling restrictions are
applicable to them.

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_______________
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 MiFID II; or (ii) a customer within
the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), 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 or will be 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.
MIFID II PRODUCT GOUVERNANCE - PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET --Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Notes, taking into account the five categories
referred to in item 18 of the Guidelines published by ESMA on February 5, 2018, 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.
_______________
In this Prospectus, unless otherwise specified or the context otherwise requires:
all references to "EDF," the "Company," the "Issuer" and "Electricité de France" refer to EDF S.A.;
all references to "RTE" refer to Réseau de Transport d'Électricité, a regulated subsidiary of EDF
managed independently within the meaning of the French Code de l'énergie and accounted for using the
equity method;
all references to "Enedis" refer to Enedis S.A., a regulated subsidiary of EDF managed independently
within the meaning of the French Code de l'énergie and fully consolidated;
all references to "Framatome" refer to Framatome S.A.S., a fully consolidated subsidiary of EDF,
since the acquisition by EDF of 75.5% of its capital and voting rights on December 31, 2017; and
all references to "," "EURO," "Euro," "EUR" or "euro" are to the lawful currency of the European
Monetary Union.

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TABLE OF CONTENTS
Page
TABLE OF CONTENTS ....................................................................................................................................... 6
RISK FACTORS .................................................................................................................................................... 7
GENERAL DESCRIPTION OF THE NOTES .................................................................................................... 41
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 47
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 54
DESCRIPTION OF THE ISSUER ...................................................................................................................... 73
RECENT EVENTS .............................................................................................................................................. 74
REASONS FOR THE OFFER AND USE OF PROCEEDS ............................................................................... 90
SUBSCRIPTION AND SALE ............................................................................................................................. 91
GENERAL INFORMATION .............................................................................................................................. 93
PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ................... 97

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RISK FACTORS
The Notes are being offered to qualified investors only and are not suitable for retail investors. Investors
should not purchase the Notes in the primary or secondary markets unless they are professional investors. An
investment in the Notes involves a high degree of risk. Before investing, the Issuer urges you to carefully review
the following risk factors, and other information included or incorporated by reference herein, in their entirety
and carefully consider the risks and considerations relevant to an investment in the Notes.
These risks are, on the date hereof, the risks that the Group believes are specific to the Group and material
for an informed investment decision with respect to investing in the Notes. Investors could lose all or part of
their investment. All of these factors are contingencies which may or may not occur. Moreover, if and to the
extent that any of the risks described below materialize, they may occur in combination with other risks, which
would compound the adverse effect of such risks on the Group's business, financial condition, results of
operations and prospects. The occurrence of one or more of these risks, alone or in combination with other
circumstances, may prevent the Issuer from being able to pay interest, principal or other amounts on the Notes
when due and you could lose all or part of your investment. There may be other risks that the Group has not yet
identified or does not consider as of the date hereof likely to have a material adverse effect on its business,
financial condition, results of operations or growth. The risks described below may relate to the Issuer or the
Group.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes are also described below.
In each sub-category below the Issuer sets out first the most material risks, in its assessment, taking into
account the expected magnitude of their negative impact and the probability of their occurrence.
Words and expressions defined under "Terms and Conditions of the Notes" shall have the same meanings in
this Section.
Prospective investors should read the detailed information set out elsewhere in this Prospectus and in any
documents incorporated by reference herein and reach their own views prior to making any investment decision.
In particular, investors should make their own assessment as to the risks associated with the Notes prior to
investing in the Notes. Prospective investors should consult their own financial and legal advisers about risks
associated with investment in the Notes and the suitability of investing in the Notes in light of their particular
circumstances.
RISK FACTORS RELATING TO THE ISSUER
The risks presented below concern risks associated with the regulation of energy markets, risks related to the
competitive and general context, risks related to the transformation of the EDF Group, risks related to the
operational performance of the EDF Group and specific risks related to the EDF Group's nuclear activities.
The risks associated with the regulation of energy markets are described in Section "Risks associated with the
regulation of energy markets," particularly the regulation of the electricity market, in particular those for
electricity, with consideration of (i) competition rules, especially in Europe and France, where most of the
Group's activities are conducted and (ii) public policies in the field of energy.
In Section "Risks related to the competitive and general context" a description is given of the risks caused by
exposure to the energy markets in which the EDF Group operates, as well as the risks caused by changes to
competition and new societal expectations, economic circumstances, or general circumstances, and elements of
public policy or general regulation in the various countries and territories where the EDF Group exercises its
activities. The risks caused by factors internal to the EDF Group are described in Sections "Risks related to the
transformation of the EDF Group," "Risks related to the operational performance of the EDF Group" and
"Specific risks related to the EDF Group's nuclear activities."
In Section "Risks related to the transformation of the EDF Group," a description is given of the risks associated
with the implementation of its strategy, the evolution of the EDF Group's portfolio and business model, and its
transformation in its industrial, service and sales activities with the associated change management.
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In Section "Risks related to the operational performance of the EDF Group," a description is given of the risks
associated with the control of its operational activities in its various industrial, services and sales activities.
The last section is devoted to the specific risks related to the EDF Group's nuclear activities describes the
specific risks related to the Group's nuclear activities, which involves additional risk factors and specific
measures, notably with regard to the overriding requirements of nuclear safety and the long-term capital-
intensive nature of the nuclear activities.
THE EDF GROUP'S MAIN SPECIFIC RISKS ARE GROUPED INTO FIVE CATEGORIES

The risks specific to the EDF Group are classified into 5 categories and described in detail in each of the sections
concerned for their respective category. They are numbered to facilitate the link between the following table and
the detailed descriptions. Risks were grouped by importance in a qualitative approach that takes into account
both the potential impact on the EDF Group and the probability of occurrence. Thus, the most important risks
(marked with a + sign in the below table) are identified in each category, without assuming the relative
importance of the risks between them or the relative importance between categories.
As a general rule, the scope of exposure is France, Europe and international. Where the scope of exposure is
more restrictive, it is specified in the table and in the risk description.
Exposure to risk may vary according to duration. The potential impact of these risks may produce effects at very
different time horizons, ranging from very short term (less than a year), to medium term (up to a few years) to
very long term (up to several decades or more, given the nature of the relevant industrial activities which may
span centuries). This time horizon is indicated in the risk description when it is considered relevant.
Estimates of the order of magnitude of the financial consequences caused by the occurrence of certain risks taken
in isolation are mentioned for information purposes only in the body of this section "Risk factors relating to the
Issuer ".
The measures taken by the EDF Group to control the activities and risks to which it is exposed, and to implement
appropriate control, prevention and mitigation actions, are described in section 2.2 "Control of Group risks and
activities" of the 2018 Document de Référence. Additional measures addressing occupational health and safety
risks are described in section 3.2.2.1 "A Reference Company in terms of health and safety: the health and safety
of our employees and the employees of our service providers, an absolute priority" and those relating to the risks
of breach of ethics and compliance are described in section 3.5.1 "Ethics and compliance" of the 2018 Document
de Référence.
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RISKS ASSOCIATED WITH THE REGULATION OF ENERGY MARKETS
Description 1A: The evolution of public energy policies and market regulation in the countries where the
EDF Group operates, including the multi-year energy programme (PPE) in France, is likely to lead to
profound transformations in the EDF Group's governance or business portfolio. These could hinder the
EDF Group's development in relation to its competitors or undermine its ability to meet its commitment
to climate protection.
On 25 January 2019, the French Government presented a draft multi-year energy programme (PPE) which sets
out the trajectory for the next 10 years in terms of energy policy, and therefore ecological transition (see section
1.5.2 "Public service in France" of the 2018 Document de Référence):
to fully implement the PPE guidelines, the Government asked EDF's management to propose EDF
Group developments that would enable it to meet the challenges facing the Company in the nuclear,
renewable energy, energy services and networks sectors. The proposed developments must preserve the
EDF Group's integrated nature and make it possible to dedicate adequate resources and financing for
each activity;
the French Government has confirmed the objective of diversifying the electricity mix and reducing
nuclear power to 50% of electricity generation in France by 2035: to reduce nuclear power to 50% of
the energy mix, 14 reactors could be shut down by 2035 (including the two in Fessenheim). This would
represent a quarter of the reactors currently operating in France. The final version of the multi-year
energy programme will identify the sites on which these reactors should be closed;
accordingly, the early closure of one or more reactors in the EDF fleet might be decided upon, not
because of an industrial choice but rather because of a legal decision. Such decisions must lead to EDF
being compensated for the harm suffered, as reiterated by the French Constitutional Council in a
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decision of 13 August 2015. In this respect, with regard to the Fessenheim nuclear power plant,
discussions remain ongoing with the State with a view to signing a protocol defining the principles of
compensation, which may not cover the entire loss of revenue.
At the same time, the competent authorities or certain States could, in order to preserve or promote competition
on certain energy markets, take decisions that are contrary to the EDF Group's economic or financial interests or
that impact its integrated operator model.
The European legal framework organising the liberalisation of the energy sector is relatively recent. It is likely to
change in the future ("Climate Energy and Clean Energy Packages") and may adversely affect the EDF Group, in
particular resulting in additional costs, be at odds with the EDF Group's development model, modify the
competitive context in which the EDF Group operates, modify European regulations on regulated tariffs or affect
the profitability of current or future generating units or of other EDF Group activities.
In terms of the governance or delimitation of its scope of activity that may be enforced, EDF could be affected
by a limitation or loss of control of certain strategic and operational decisions that could have a negative impact
on the outlook and profitability of its various activities (see section 1.5 "Legislative and regulatory environment"
of the 2018 Document de Référence and section 3.4 "Regulatory environment" of the 2019 Half-Year
Management Report). At the same time, EDF may continue, in its capacity as shareholder, to bear certain risks,
potential liabilities towards third parties and factors that may affect the profitability of assets.
Although EDF complies and will continue to comply with applicable laws and rules in terms of competition and
non-discrimination, competitors have initiated or may initiate litigation for non-compliance with these rules,
which could be decided in a way that is detrimental to the EDF Group's interests (see Section 2.4 "Legal
proceedings and arbitration" of the 2018 Document de Référence and Section 9.1 "Proceedings concerning EDF"
of the 2019 Half-Year Management Report).
In the new energies field, EDF relies primarily on its EDF Renewables subsidiary (see section 1.4.1.5.3 "EDF
Renewables" of the 2018 Document de Référence), which does business in numerous countries. The profitability
of these developments is often dependent on the support policies adopted in the various countries. The EDF
Group cannot guarantee that the support programmes will not change in some of these countries and adversely
impact the profitability of investments made.
Finally, changes in the legislative and regulatory environment in the energy sector in the various countries where
the EDF Group operates may constitute an obstacle in terms of the EDF Group's ability to achieve its no. 1
corporate responsibility goal: "Committed to climate action" (see section 3.2.1.1 "EDF group's ambition (CSRG
no. 1 of the 2018 Document de Référence)").
Description 1B: A significant portion of the EDF Group's revenues comes from activities subject to
regulated purchase or sales tariffs, for which changes in tariff regulations could have an impact on the
EDF Group's results. Changes in the regulation of carbon dioxide emissions, including the price of CO2
emission allowances, are likely to affect the EDF Group's profitability and its objectives for low-carbon
energy solutions for climate protection.
In France, a significant portion of the EDF Group's revenues is based on regulated tariffs set by public authorities
or regulatory authorities (Regulated Sales Tariff, Tariffs for Using the Public Transmission and Distribution
Networks (TURPE)). In France, the law on the New Organisation of the Electricity Market (NOME law or
Nouvelle Organisation du Marché de l'Electricité) has also introduced the Regulated Access to Electricity from
the Existing Nuclear Fleet (ARENH), for the benefit of EDF's competing electricity suppliers. (See section 1.5
"Legislative and regulatory environment" of the 2018 Document de Référence and section 3.4 "Regulatory
environment" of the 2019 Half-Year Management Report).
In this context, the risks are as follows:
risk of limiting or even blocking rate increases for the same quality of service;
risk of stakeholders challenging tariff decisions;
many options in favour of alternative suppliers that give them arbitrage opportunities on the markets to
the detriment of EDF, which therefore exposes EDF symmetrically to major uncertainties that adversely
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