Bond France Énergie 9.125% ( USF2941JAA81 ) in USD

France Énergie

115.67 % ▲

France

USF2941JAA81 ( in USD )

9.125% per year ( payment 2 times a year)

06/06/2033

Prospectus brochure of the bond Electricite de France (EDF) USF2941JAA81 en USD 9.125%, maturity 06/06/2033

200 000 USD

1 500 000 000 USD

F2941JAA8

B+ ( Highly speculative )

Ba2 ( Non-investment grade speculative )

15/12/2025 ( In 38 days )

EDF is a French multinational electric utility company, primarily involved in the generation, transmission, and distribution of electricity in France and internationally.

EDF's USD-denominated bond (ISIN: USF2941JAA81, CUSIP: F2941JAA8), maturing June 6, 2033, currently trades at 113.245% of its face value, offering a 9.125% coupon paid semi-annually, and is rated B+ by S&P and Ba2 by Moody's.

Base Prospectus dated 7 August 2023
50,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the Euro Medium Term Note Programme (the "Programme") described in this base
prospectus (the "Base Prospectus"), Électricité de France SA (the "Issuer" or "EDF" or
"Électricité de France"), subject to compliance with al relevant laws, regulations and directives,
may from time to time issue Euro Medium Term Notes (the "Notes"). The Notes may be issued
as senior unsecured notes (the "Senior Notes") or as dated or undated deeply subordinated
notes (the "Subordinated Notes"). The aggregate nominal amount of Notes outstanding wil not
at any time exceed Euro 50,000,000,000 (or the equivalent in other currencies at the date of issue
of any Notes).
This Base Prospectus (together with any supplements thereto) constitutes a base prospectus for
the purposes of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation").
This Base Prospectus received the approval number 23-351 on 7 August 2023 from the Autorité
des marchés financiers ("AMF") and is valid for admission to trading of Notes on a Regulated
Market (as defined below) until 7 August 2024, provided that it is completed from time to time by
any supplement pursuant to Article 23 of the Prospectus Regulation fol owing the occurrence of
a significant new factor, a material mistake or a material inaccuracy relating to the information
included (or incorporated by reference) in this Base Prospectus which may affect the assessment
of an investment in the Notes. The obligation to supplement this Base Prospectus in the event of
a significant new factor, material mistake or material inaccuracy does not apply when this Base
Prospectus is no longer valid.
This Base Prospectus has been approved by the AMF in its capacity as competent authority under
the Prospectus Regulation. The AMF only approves this Base 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 of the
quality of the Notes which are subject to this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in the Notes.
Application may be made during the period of twelve (12) months from the date of the approval
granted by the AMF on this Base Prospectus for Notes to be issued under the Programme to be
listed and/or admitted to trading on Euronext Paris and/or any other regulated market located in
a Member State of the European Economic Area (the "EEA") (each such market being a
"Regulated Market") for the purposes of Directive 2014/65/EU on markets in financial
instruments of 15 May 2014, as amended ("MiFID II"). Notes may also be issued pursuant to the
Programme which are not admitted to trading on any Regulated Market. The relevant final terms
(the "Final Terms") (a form of which is contained herein for Senior Notes and Subordinated Notes
respectively) in respect of the issue of any Notes wil specify whether or not such Notes wil be
admitted to trading, and, if so, the relevant Regulated Market. The minimum denomination of each
Note wil be 1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent
amount in such currency).
The Programme has been rated "Baa1" (senior unsecured) / "Ba2" (junior subordinated) by
Moody's France SAS ("Moody's") and "BBB" (senior unsercured) / "B+" (junior subordinated) by
S&P Global Ratings Europe Limited ("S&P"). As of the date of this Base Prospectus, the Issuer's
long-term senior debt has been rated (i) "Baa1" with stable outlook by Moody's, (i ) "BBB" with
stable outlook by S&P and (i i) "BBB+" with stable outlook by Fitch Ratings Ireland Limited ("Fitch
Ratings"). Each of Moody's, S&P and Fitch Ratings is established in the European Union, is
registered under Regulation (EC) No 1060/2009 of 16 September 2009 on credit rating agencies
as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies
1

Base Prospectus dated 7 August 2023
published on the website of the European Securities and Markets Authority ("ESMA")
(https://www.esma.europa.eu/supervision/credit-rating-agencies/riskcra-authorisation).
Notes
issued pursuant to the Programme may be unrated or rated differently from the current ratings of
the Programme. The rating(s) of the Notes (if any) wil be specified in the relevant Final Terms,
including as to whether or not such credit ratings are (i) issued by credit rating agencies
established in the European Union, registered (or which have applied for registration) under the
CRA Regulation and included in the list of registered credit rating agencies published on the
website of the ESMA (https://www.esma.europa.eu/supervision/credit-rating-agencies/riskcra-
authorisation) and/or (i ) issued or endorsed by a credit rating agency established in the United
Kingdom and registered under CRA Regulation (EU) No 1060/2009 as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA
Regulation") or certified under the UK CRA Regulation. A rating is not a recommendation to buy,
sel or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency without notice.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised
form ("Materialised Notes") as more ful y described herein. Dematerialised Notes wil at al times
be in book entry form in compliance with Article L.211-3 et seq. and R.211-1 et seq. of the French
Code monétaire et financier. No physical documents of title wil be issued in respect of the
Dematerialised Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes,
the issue price of Notes and any other terms and conditions not contained herein which are
applicable to each Tranche of Notes wil be set out in the relevant Final Terms.
This Base Prospectus, any supplement thereto and the Final Terms related to the Notes that are
listed and/or admitted to trading on any Regulated Market are or wil be available on the website
of the AMF (www.amf-france.org) and on the Issuer's website (www.edf.fr/groupe-edf).
Prospective investors should have regard to the factors described under the section
headed "Risk Factors" in this Base Prospectus in connection with any investment in any
of the Notes issued under the Programme.
Arranger for the Programme
BNP PARIBAS
Dealers
BNP PARIBAS
Crédit Agricole CIB
Société Générale Corporate & Investment Banking
The date of this Base Prospectus is 7 August 2023.
2

IMPORTANT NOTICES
This Base Prospectus (together with any supplement thereto published from time to time
(each a "Supplement" and, together, the "Supplements")) constitutes a base prospectus for
the purposes of Article 8 of the Prospectus Regulation, and for the purposes of giving all
necessary information, with regard to the Issuer and its fully consolidated subsidiaries
(the "EDF Group" or the "Group") and the Notes, which is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Issuer, the rights attaching to the Notes and the reason for the
issuance and its impact on the Issuer.
This Base Prospectus should be read and construed in conjunction with any Supplement
thereto and with any relevant information of the documents incorporated by reference (see
"Documents Incorporated by Reference"), the information of which shall be incorporated
in and form part of this Base Prospectus and, in relation to any Series (as defined herein)
of Notes, should be read and construed together with the relevant Final Terms, the Base
Prospectus and the relevant Final Terms being together, the "Prospectus".
No person has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
document entered into in relation to the Programme or any information supplied by the
Issuer or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the
Issuer, the Dealers or the Arranger.
No representation or warranty is made or implied by the Arranger, the Dealers or any of
their respective affiliates, and none of the Arranger, the Dealers or any of their respective
affiliates makes any representation or warranty or accepts any responsibility, as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither
the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery
of any Note shall, in any circumstances, create any implication that the information
contained in this Base Prospectus is true subsequent to the date thereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that
there has been no adverse change in the financial situation of the Issuer since the date
thereof or, as the case may be, the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection
with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus, any Final Terms, any offering materials under
the Programme and the offering, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. For a description of certain restrictions on offers, sales and deliveries
of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale" herein.
No action has been taken by the Issuer, the Dealers or the Arranger which would permit a
public offering of any Notes or distribution of this Base Prospectus in any such jurisdiction
where action for that purpose is required other than in compliance with Article 1.4 of the
Prospectus Regulation. Accordingly no Notes may be offered or sold, directly or indirectly
and neither this Base Prospectus nor any Final Terms or other 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 Dealers have represented
that all offers and sales by them will be made on the same terms. Persons into whose
possession this Base Prospectus or any Final Terms come are required by the Issuer, the
Arranger and the Dealers to inform themselves about and to observe any such restrictions.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation
by or on behalf of the Issuer, any of the Dealers or the Arranger to subscribe for, or
purchase, any Notes.
3

IMPORTANT - EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include
a legend entitled "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 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended, the "IDD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Regulation. 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 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.
IMPORTANT - UK 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 United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 as amended ("EUWA"); or (ii) a customer within the meaning
of the provisions of the FSMA and any rules or regulations made under the Financial
Services and Markets Act 2000, as amended, to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance / Target Market The Final Terms in respect of any Notes will
include a legend entitled "MiFID II product governance" which will outline the target market
assessment in respect of the Notes, taking into account the five (5) categories referred to
in item 18 of the Guidelines published by the ESMA on 5 February 2018 and which channels
for distribution of the Notes are appropriate. Any person subsequently selling or
recommending the Notes (a "distributor" as defined in MiFID II) should take into
consideration the 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 manufacturer's target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue
about whether, for the purpose of the Product Governance rules under Commission
Delegated Directive (EU) 2017/593 (the "MiFID II Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer as defined in MiFID II in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MiFID II Product Governance Rules. For the
avoidance of doubt, the Issuer is not a MiFID II regulated entity and does not qualify as a
distributor or a manufacturer under MiFID II Product Governance Rules.
UK MiFIR Product Governance / Target Market The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR product governance" which will outline 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 the ESMA on 5 February 2018 (in accordance
with the FCA's policy statement entitled "Brexit our approach to EU non-legislative
materials"), and which channels for distribution of the Notes are appropriate. Any person
subsequently selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market
4

assessment in respect of the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the
UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR
Product Governance Rules. For the avoidance of doubt, the Issuer is not a UK MiFIR
regulated entity and does not qualify as a distributor or a manufacturer under UK MiFIR
Product Governance Rules.
Notification under section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore,
as modified or amended from time to time (the "SFA") Unless otherwise stated in the
Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme
shall be prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
Independent review and advice
The investment activities of certain investors are subject to investment laws and
regulations, or review or regulation by certain authorities. Each prospective investor of
Notes must determine, based on its own independent review and such professional advice
as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully
consistent with all investment policies, guidelines and restrictions applicable to it and is a
fit, proper and suitable investment for it, notwithstanding the clear and substantial risks
inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Arranger or the Dealers or any of
their respective affiliates in connection with its determination as to the legality of its
acquisition of the Notes or as to the other matters referred to above.
The Notes may not be a suitable investment for all investors
Each prospective investor in the Notes must determine the suitability of that investment
in light of its own circumstances. In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the relevant Notes and the information
contained or incorporated by reference in this Base Prospectus or any supplement
thereto and the relevant Final Terms;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the relevant Notes and
the impact the relevant Notes 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 Notes, including Notes with principal or interest payable in one
or more currencies, or where the currency for principal or interest payments is
different from the prospective investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the
behaviour of any 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)
be aware, in terms of legislation or regulatory regime applicable to such investor
of the applicable restrictions on its ability to invest in the Notes and in any
particular type of Notes.
5

A prospective investor should not invest in Notes unless it has the expertise (either alone
or with a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of such Notes and the impact this investment
will have on the prospective investor's overall investment portfolio.
Warning - Taxation
The tax legislation of the investor's State and of the Issuer's country of incorporation may
have an impact on the income received from the Notes. Prospective purchasers and sellers
of the Notes should be aware that they may be required to pay taxes or documentary
charges or duties in accordance with the laws and practices of the jurisdiction where the
Notes are transferred or other jurisdictions. In some jurisdictions, no official statements
of the tax authorities or court decisions may be available for innovative financial notes
such as the Notes. Prospective purchasers should consult section "Taxation" of the Base
Prospectus for certain summary information about French taxation in respect of the Notes.
Credit ratings
One or more independent credit rating agencies may assign credit ratings to the Notes
and/or to the Issuer. The ratings may not reflect the potential impact of all risks related to
structure, market, additional factors discussed in this section, and other factors that may
affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold
securities and may be revised or withdrawn by the rating agency at any time.
The credit ratings of the Issuer are an assessment of its ability to pay its obligations,
including those arising from the Notes.
Notes issued as Green Bonds or Social Bonds
The Final Terms relating to any specific Tranche of Notes may provide that it will be the
Issuer's intention to issue "green bonds" or "social bonds" and apply an amount equal to
the net proceeds of the issue to finance and/or refinance, in whole or in part, new or
existing projects from any of the Green Eligible Projects (such Notes being "Green Bonds")
or from any of the Social Eligible Projects (such Notes being "Social Bonds"), as defined in
the "Use of Proceeds" section of this Base Prospectus and of the relevant Final Terms.
None of the Dealers accepts any responsibility for any social, environmental and
sustainability assessment of any Notes issued as Green Bonds or Social Bonds or makes
any representation or warranty or assurance whether such Notes will meet any investor
expectations or requirements regarding such "green", "sustainable", "social" or similar
labels. None of the Dealers is responsible for the use of proceeds for any Notes issued as
Green Bonds or Social Bonds, nor the impact or monitoring of such use of proceeds. No
representation or assurance is given by the Dealers as to the suitability or reliability of any
opinion or certification of any third party made available in connection with an issue of
Notes issued as Green Bonds or Social Bonds, nor is any such opinion or certification a
recommendation by any Dealer to buy, sell or hold any such Notes. In the event any such
Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or
securities market, no representation or assurance is given by the Dealers that such listing
or admission will be obtained or maintained for the lifetime of the Notes.
Disclaimer relating to Inflation Linked Notes
Inflation Linked Notes are not in any way sponsored, endorsed, sold or promoted by the
INSEE or Eurostat, as the case may be, and the INSEE and Eurostat make no warranty or
representation whatsoever, express or implied, either as to the results to be obtained from
the use of the Inflation Indices and/or the figure at which such indices stand at any
particular time. The Inflation Indices are determined, composed and calculated by the
INSEE and Eurostat, as the case may be, without regard to the Issuer or the Notes. Neither
the INSEE nor Eurostat, as the case may be, is responsible for or has participated in the
determination of the timing of, prices of, or quantities of the Inflation Linked Notes to be
issued or in determination or calculation of the interest payable under such Notes. Neither
6

the INSEE nor Eurostat has any obligation or liability in connection with the administration,
marketing or trading of the Notes. The INSEE or Eurostat, as the case may be, has no
responsibility for any calculation agency adjustment made for the indices.
Neither the current nor the historical levels of any of the Inflation Indices should be taken
as an indication of future performance of such index during the term of any Inflation Linked
Notes.
None of the Issuer, the Arranger, the Dealers or any of their respective affiliates makes any
representation as to the Inflation Indices (as defined herein). Any of such persons may
have acquired, or during the term of the Notes may acquire, non-public information with
respect to any of the inflation indices that is or may be material in the context of Inflation
Linked Notes. The issue of Inflation Linked Notes will not create any obligation on the part
of any such persons to disclose to the holders of the Notes or any other party such
information (whether or not confidential).
7

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................... 9
RISK FACTORS .......................................................................................................................... 19
RETAIL CASCADES ................................................................................................................... 38
DOCUMENTS INCORPORATED BY REFERENCE .................................................................. 40
SUPPLEMENT TO THE BASE PROSPECTUS ......................................................................... 49
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER
NOTES ........................................................................................................................................ 50
TERMS AND CONDITIONS OF THE SENIOR NOTES ............................................................. 51
TERMS AND CONDITIONS OF THE SUBORDINATED NOTES ............................................ 111
USE OF PROCEEDS ................................................................................................................ 177
DESCRIPTION OF THE ISSUER ............................................................................................. 178
RECENT EVENTS .................................................................................................................... 179
FORM OF FINAL TERMS OF THE SENIOR NOTES .............................................................. 186
FORM OF FINAL TERMS OF THE SUBORDINATED NOTES ............................................... 208
TAXATION ................................................................................................................................. 232
SUBSCRIPTION AND SALE ..................................................................................................... 236
GENERAL INFORMATION ....................................................................................................... 242
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS
................................................................................................................................................... 246
8

General Description of the Programme
GENERAL DESCRIPTION OF THE PROGRAMME
This general description of the Programme (as defined below) (the "General Description")
must be read as an introduction to this Base Prospectus and is qualified in its entirety by
the remainder of this Base Prospectus.
This General Description constitutes a general description of the Programme for the
purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980 as
amended. It does not, and is not intended to, constitute a summary of this Base Prospectus
within the meaning of Article 7 of the Prospectus Regulation or any implementing regulation
thereof.
Words and expressions defined under "Terms and Conditions of the Senior Notes" or
"Terms and Conditions of the Subordinated Notes" below shal have the same meaning in
this General Description of the Programme.
Issuer:
Électricité de France (the "Issuer")
Issuer
Legal
Entity 549300X3UK4GG3FNMO06
Identifier (LEI)
Description:
Euro Medium Term Note Programme (the "Programme")
Programme Limit:
Up to 50,000,000,000 (or the equivalent in other currencies
at the date of issue of any Notes) aggregate nominal amount
of Notes outstanding at any one time pursuant to the
Programme. The size of the Programme may be increased
in accordance with the terms of the Dealer Agreement.
Arranger:
BNP Paribas
Dealers:
BNP Paribas, Crédit Agricole Corporate and Investment
Bank and Société Générale.
The Issuer may from time to time terminate the appointment
of any dealer under the Programme or appoint one or more
additional dealers either generally in respect of the
Programme or in relation to a particular Tranche of Notes.
References to "Permanent Dealers" are to the persons
listed above as Dealers and to such additional persons that
are appointed as permanent dealers in respect of the
Programme (and whose appointment has not been
terminated) and to "Dealers" are to al Permanent Dealers
and al persons appointed as a dealer in respect of one or
more Tranches.
Fiscal
Agent,
Paying Société Générale
Agent and Calculation
Agent:
Make-Whole Calculation Aether Financial Services
Agent:
Risk Factors:
There are certain factors that may affect the Issuer's ability
to fulfil its obligations under Notes issued under the
Programme. In addition, there are certain factors which are
material for the purpose of assessing the market risks
associated with Notes issued under the Programme. See
section "Risk Factors".
9

General Description of the Programme
Method of Issue:
The Notes may be issued as senior unsecured notes (the
"Senior Notes") or as dated or undated deeply subordinated
notes (the "Subordinated Notes").
Notes may be distributed on a syndicated or non-syndicated
basis.
Listing and Admission to As specified in the relevant Final Terms, a Series of Notes
Trading:
may or may not be listed and admitted to trading on
Euronext Paris and/or any Regulated Market or any other
stock exchange.
Clearing Systems:
Euroclear France as central depositary in relation to
Dematerialised Notes and, in relation to Materialised Notes,
Clearstream and Euroclear or any other clearing system that
may be agreed between the Issuer, the Fiscal Agent and the
relevant Dealer.
Issuance in Series:
Notes wil be issued in Series. Each Series may comprise
one or more Tranches issued on different issue dates. The
Notes of each Series wil al be subject to identical terms,
except that the issue price, the issue date, the amount of the
first payment of interest and the nominal amount of the
Tranche may be different in respect of different Tranches.
Forms of Notes:
Notes may be issued in either dematerialised form
("Dematerialised Notes") or in materialised form
("Materialised Notes").
Dematerialised Notes may, at the option of the Issuer, be
issued in bearer dematerialised form (au porteur) or in
registered dematerialised form (au nominatif) and, in such
latter case, at the option of the relevant Noteholder, in either
fully registered form (au nominatif pur) or administered
registered form (au nominatif administré) form. No physical
documents of title wil be issued in respect of Dematerialised
Notes.
Materialised Notes wil be in bearer materialised form only
and may only be issued outside of France. A Temporary
Global Certificate in bearer form wil be issued initial y in
respect of each Tranche of Materialised Notes.
Currencies:
Notes may be denominated in any currency or currencies,
subject to compliance with al applicable legal and/or
regulatory and/or central bank requirements.
Status of the Senior Senior Notes and, where applicable, any related Coupons,
Notes:
wil constitute direct, unconditional, unsubordinated and
(subject to the provisions of the Negative Pledge set out in
Condition 4 (see below) of the Terms and Conditions of the
Senior Notes) unsecured obligations of the Issuer and wil
rank pari passu without any preference among themselves
and (subject to such exceptions as are from time to time
mandatory under French law) equal y and rateably with al
other present or future unsecured and unsubordinated
obligations of the Issuer.
Status
of
the The Subordinated Notes are deeply subordinated notes
Subordinated Notes:
(titres subordonnés de dernier rang) of the Issuer issued
10