Obbligazione France Énergie 5% ( FR0011697028 ) in EUR

France Énergie

100 EUR ▼

Francia

FR0011697028 ( in EUR )

5% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Electricite de France (EDF) FR0011697028 en EUR 5%, scadenza perpetue

100 000 EUR

1 000 000 000 EUR

22/01/2026 ( In 64 giorni )

EDF è una società energetica francese, leader mondiale nella produzione e distribuzione di energia elettrica.

The Obbligazione issued by France Énergie ( France ) , in EUR, with the ISIN code FR0011697028, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

Prospectus dated 20 January 2014

Issue of
EUR 1,000,000,000 Reset Perpetual Subordinated Notes
(the "Euro 8 Year Non-Call Notes")
Issue price: 99.167 per cent.
EUR 1,000,000,000 Reset Perpetual Subordinated Notes
(the "Euro 12 Year Non-Call Notes")
Issue price: 98.900 per cent.

GBP 750,000,000 Reset Perpetual Subordinated Notes
(the "GBP 15 Year Non-Call Notes")
Issue price: 98.775 per cent.
under the Euro 30,000,000,000 Euro Medium Term Note Programme
of Électricité de France
The Euro 8 Year Non-Call Notes, the Euro 12 Year Non-Call Notes and the GBP 15 Year Non-Call Notes (together, the
"Notes") of Électricité de France ("EDF" or the "Issuer") will be issued outside the Republic of France on 22 January 2014
(the "Issue Date") for the purpose of Article L.228-90 of the French Code de commerce.
The Euro 8 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 22 January 2022
(the "First Euro 8 Year Reset Date"), at a fixed rate of 4.125 per cent. per annum, payable annually in arrear on 22 January in
each year with the first interest payment date on 22 January 2015, and (ii) thereafter in respect of each successive eight year
period, the first successive eight year period commencing on (and including) the First Euro 8 Year Reset Date, at a reset rate
calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of eight years plus a margin, payable
annually in arrear on or about 22 January in each year with the first such interest payment date on 22 January 2023 as further
described in "Euro 8 Year Non-Call Specific Terms and Conditions of the Notes - Interest Rate of Interest and Interest
Amount".
The Euro 12 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 22 January 2026
(the "First Euro 12 Year Reset Date"), at a fixed rate of 5.00 per cent. per annum, payable annually in arrear on 22 January in
each year with the first interest payment date on 22 January 2015, and (ii) thereafter in respect of each successive twelve year
period, the first successive twelve year period commencing on (and including) the First Euro 12 Year Reset Date, at a reset rate
calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of twelve years plus a margin, payable
annually in arrear on or about 22 January in each year with the first such interest payment date on 22 January 2027 as further
described in "Euro 12 Year Non-Call Specific Terms and Conditions of the Notes - Interest Rate of Interest and Interest
Amount".
The GBP 15 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 22 January 2029
(the "First GBP Reset Date"), at a fixed rate of 5.875 per cent. per annum, payable semi-annually in arrear on 22 January and
22 July in each year with the first interest payment date on 22 July 2014, and (ii) thereafter in respect of each successive fifteen
year period, the first successive fifteen year period commencing on (and including) the First GBP Reset Date, at a reset rate
calculated on basis of the mid swap rates for GBP swap transactions with a maturity of fifteen years plus a margin, payable
semi-annually in arrear on or about 22 January and 22 July in each year with the first such interest payment date on 22 July
2029 as further described in "GBP Specific Terms and Conditions of the Notes - Interest Rate of Interest and Interest
Amount".
Payment of interest on the Notes may, at the option of the Issuer, be deferred, as set out in "Euro 8 Year Non-Call Specific
Terms and Conditions of the Notes - Interest - Interest Deferral", "Euro 12 Year Non-Call Specific Terms and Conditions of the
Notes - Interest - Interest Deferral" and "GBP Specific Terms and Conditions of the Notes - Interest - Interest Deferral", as
applicable.
The Notes are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to
redeem (i) the Euro 8 Year Non-Call Notes in whole, but not in part, on 22 January 2022 or on any Euro 8 Year Interest
Payment Date thereafter, as defined and further described in "Euro 8 Year Non-Call Specific Terms and Conditions of the
Notes - Redemption - Optional Redemption from the First Euro 8 Year Call Date", (ii) the Euro 12 Year Non-Call Notes in
whole, but not in part, on 22 January 2026 or on any Euro 12 Year Interest Payment Date thereafter, as defined and further
described in "Euro 12 Year Non-Call Specific Terms and Conditions of the Notes - Redemption - Optional Redemption from
the First Euro 12 Year Call Date" and (iii) the GBP 15 Year Non-Call Notes in whole, but not in part, on 22 July 2029 or on
any GBP Interest Payment Date thereafter, as defined and further described in "GBP Specific Terms and Conditions of the
Notes - Redemption - Optional Redemption from the First GBP Call Date".
i

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 in "Euro 8 Year Non-
Call Specific Terms and Conditions of the Notes - Redemption","Euro 12 Year Non-Call Specific Terms and Conditions of the
Notes - Redemption" and "GBP Specific Terms and Conditions of the Notes - Redemption", respectively.
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the "AMF") in France in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive
2003/71/EC of 4 November 2003 as amended (which includes the amendments made by Directive 2010/73/EU) (the
"Prospectus Directive").
Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris. Euronext
Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (as amended from
time to time), appearing on the list of regulated markets issued by the European Commission (a "Regulated Market").
The Notes will be issued in bearer dematerialised form (au porteur). The Euro 8 Year Non-Call Notes and the Euro 12 Year
Non-Call Notes will be issued in the denomination of EUR 100,000. The GBP 15 Year Non-Call Notes will be issued in the
denomination of GBP 100,000. The Notes will at all times be in book entry form in compliance with Articles L.211-3 and
R.211-1 of the French Code monétaire et financier. 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 financial 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, société anonyme ("Clearstream, Luxembourg").
The Notes are expected to be rated BBB+ by Standard & Poor's Ratings Services ("S&P"), A3 by Moody's Investors Service
Ltd ("Moody's' ) and A- by Fitch Ratings ("Fitch' ) and the Issuer has been rated A+ (outlook stable) by S&P, Aa3 (outlook
negative) by Moody's and A+ (negative outlook) by Fitch. Each of Moody's, S&P and Fitch is established in the European
Union and registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September
2009 on credit rating agencies as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list
of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets
Authority's website as of the date of this Prospectus. A rating is not a recommendation to buy, sell or hold securities and may
be subject to revision, suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this
Prospectus, in connection with any investment in the Notes.

Global Coordinators and Joint Bookrunners
Citigroup Credit Suisse Société Générale
Corporate & Investment Banking

Joint Bookrunners on the Euro 8 Year Non-Call Notes and the Euro 12 Year Non-Call Notes

BNP Paribas
Commerzbank
Crédit Agricole CIB

ING
Natixis
UniCredit Bank

Joint Bookrunners on the GBP 15 Year Non-Call Notes

HSBC
Lloyds Bank
The Royal Bank of
Santander Global
Scotland
Banking & Markets

Passive Bookrunners on the Euro 8 Year Non-Call Notes
CM-CIC
La Banque Postale
Mediobanca
Passive Bookrunners on the Euro 12 Year Non-Call Notes
CM-CIC
Banca IMI
La Banque Postale
Mediobanca
Passive Bookrunners on the GBP 15 Year Non-Call Notes
Banca IMI
Natixis
SMBC Nikko
ii

This Prospectus should be read and construed in conjunction with the documents incorporated by
reference herein (see "Documents Incorporated by Reference") (together, the "Prospectus") which have
been previously or simultaneously published and which shal 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). For the purposes of this Prospectus, the "Group" means the Issuer and its fully
consolidated subsidiaries.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended and the relevant implementing
measures in France, in respect of, and for the purposes of giving information with regard to, the Issuer
and the Group and the Notes which, according to the particular nature of the Issuer, the Group and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuer.
No person has been authorised 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 must not be relied upon as having been authorised by the Issuer or any of
the Managers (each as defined in "Subscription and Sale"). Neither the delivery of this Prospectus nor
any offering or sale 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 a public offering of the Notes 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, EEA, Hong
Kong, Singapore and Switzerland see the section entitled "Subscription and Sale".
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED 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 in this Prospectus. 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
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
iii

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" set out below
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.
In connection with this issue, Société Générale (the "Stabilising Manager") (or persons acting on behalf
of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail but in doing so each
Stabilising Manager shall act as principal and not as agent of the Issuer. However, there is no assurance
that the Stabilising Manager (or persons acting on their behalf) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 calendar days after the Issue Date and 60 calendar days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
person(s) acting on their behalf) in accordance with all applicable laws and rules. As between the Issuer
and the Stabilising Manager, any loss resulting from over-allotment and stabilisation shal be borne, and
any profit arising therefrom shall be retained, by the Stabilising Manager.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999 and references to "£",
"sterling", "Sterling" or "GBP" are to the lawful currency of the United Kingdom of Great Britain and
Northern Ireland (the UK or the United Kingdom).
iv

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to,
statements with respect to the Issuer's business strategies, expansion and growth of operations, plans or
objectives, trends in its business, competitive advantage and regulatory changes, based on certain
assumptions and include any statement that does not directly relate to a historical fact or current fact.
Forward-looking statements are typically identified by words or phrases such as, without limitation,
"anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "project",
"anticipate", "seek", "may increase" and "may fluctuate" and similar expressions or by future or
conditional verbs such as, without limitation, "will", "should", "would" and "could". Undue reliance
should not be placed on such statements, because, by their nature, they are subject to known and
unknown risks, uncertainties, and other factors and actual results may differ materially from any future
results, performance or achievements expressed or implied by such forward-looking statements. Please
refer to the section entitled "Risk Factors" below.
The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in the Issuer's expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
v

CONTENTS

Page
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Euro 8 Year Non-Call Specific Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Euro 12 Year Non-Call Specific Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
GBP 15 Year Non-Call Specific Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Recent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Reasons for the Offer and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Persons Responsible for the Information Contained in the Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Visa of the AutoritÉ des MarchÉs Financiers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
ResponsabilitÉ du Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Visa de l'AutoritÉ des MarchÉs Financiers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
vi

GENERAL DESCRIPTION OF THE NOTES
This overview is a general description of the Euro 8 Year Non-Call Notes, the Euro 12 Year Non-Call
Notes and the GBP 15 Year Non-Call Notes and is qualified in its entirety by the remainder of this
Prospectus. For a more complete description of the Notes, including definitions of capitalised terms used
but not defined in this section, please see "Euro Specific Terms and Conditions of the Notes" and "GBP
Specific Terms and Conditions of the Notes" respectively.

Issuer
Électricité de France
Securities
EUR 1,000,000,000 Reset Perpetual Subordinated Notes (the "Euro 8
Year Non-Call Notes"), EUR 1,000,000,000 Reset Perpetual
Subordinated Notes (the "Euro 12 Year Non-Call Notes") and GBP
750,000,000 Reset Perpetual Subordinated Notes (the "GBP 15 Year
Non-Call Notes" and together with the Euro 8 Year Non-Call Notes and
the Euro 12 Year Non-Call Notes, the "Notes").
Maturity
The Notes are undated obligations of the Issuer and have no fixed
maturity date, but may be redeemed at the option of the Issuer under
certain circumstances (see Redemption provisions).
Form of the Notes and
The Notes are issued in bearer form (au porteur) and will at all times be
Denomination
represented in book-entry form (inscription en compte) in the books of
financial intermediaries entitled to hold, directly or indirectly, accounts
on behalf of its customers with Euroclear France, and includes Euroclear
Bank S.A./N.V. and Clearstream Banking, société anonyme. The Euro 8
Year Non-Call Notes and the Euro 12 Year Non-Call Notes will be
issued in the denomination of EUR 100,000. The GBP 15 Year Non-Call
Notes will be issued in the denomination of GBP 100,000.
Issue Date
22 January 2014.
Status / Ranking
The Notes are deeply subordinated notes ("Deeply Subordinated
Notes") issued pursuant to the provisions of Article L.228-97 of the
French Code de commerce. The principal and interest on the Notes
constitute direct, unconditional, unsecured and deeply subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank
and will rank:
-
subordinated to present and future prêts participatifs, ordinary
subordinated obligations and unsubordinated obligations of the
Issuer;
-
pari passu among themselves and pari passu with all other
present and future deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer; and
-
senior only to the Equity Securities of the Issuer.

Payment on the Notes in
If any judgment is rendered by any competent court declaring the judicial
the event of the liquidation liquidation of the Issuer (liquidation judiciaire) or for the sale of the
of the Issuer
whole of the business (cession totale de l'entreprise) following an order
of judicial reorganisation (redressement judiciaire) in respect of the
Issuer or in the event of the liquidation of the Issuer for any other reason,
the payments of the creditors of the Issuer shall be made in the order of
priority set out below (in each case subject to the payment in full of
priority creditors) and no payment of principal and interest (including any
outstanding Arrears of Interest and/or Additional Interest Amount) on the
Notes may be made until all holders of other indebtedness (other than
Parity Securities) have been paid in full.
This means that:
-
unsubordinated creditors under the Issuer's unsubordinated
1

obligations;
-
ordinary subordinated creditors under the Issuer's ordinary
subordinated obligations; and
-
lenders in relation to any prêts participatifs granted to or to be
granted to the Issuer,
will be paid in priority to deeply subordinated creditors (including
holders of the Notes).
"Equity Securities" means (a) the ordinary shares (actions ordinaires) of
the Issuer and (b) any other class of the Issuer's share capital (including
preference shares (actions de préférence)).
"Parity Securities" means, at any time, any Deeply Subordinated Notes
of the Issuer and any securities which rank and will rank or are expressed
to rank pari passu with the Notes.

Interest
(a)
The Euro 8 Year Non-Call Notes
Each Euro 8 Year Non-Call Note will bear interest on its
principal amount at a fixed rate of 4.125 per cent. per annum
from (and including) 22 January 2014 (the "Issue Date") to (but
excluding) 22 January 2022 (the "First Euro 8 Year Reset
Date"), payable annually in arrear on 22 January in each year,
with the first interest payment date on 22 January 2015.
Thereafter, in respect of each successive eight year period each
Note will bear interest on its principal amount at a reset rate
calculated on the basis of the mid swap rates for Euro swap
transactions with a maturity of eight years displayed on Reuters
screen "ISDAFIX2" under the heaing "EURIBOR BASIS EUR"
above the caption "11:00AM FRANKFURT" (or such other
screen as may replace that screen), plus the Relevant Euro 8
Year Margin per annum, payable annually, in arrear on or about
22 January in each year, with the first such interest payment date
on 22 January 2023.
"Relevant Euro 8 Year Margin" means, (i) from and including
the First Euro 8 Year Reset Date, to but excluding 22 January
2024 (the "2024 Step-up Date"), 2.441 per cent, (ii) from and
including the 2024 Step-up Date to but excluding 22 January
2042 (the "2042 Step-up Date"), 2.691 per cent or (iii) from
and including the 2042 Step-up Date, 3.441 per cent.

(b)
The Euro 12 Year Non-Call Notes
Each Euro 12 Year Non-Call Note will bear interest on its
principal amount at a fixed rate of 5.00 per cent. per annum
from (and including) 22 January 2014 (the "Issue Date") to (but
excluding) 22 January 2026 (the "First Euro 12 Year Reset
Date"), payable annually in arrear on 22 January in each year,
with the first interest payment date on 22 January 2015.
Thereafter, in respect of each successive twelve year period each
Note will bear interest on its principal amount at a reset rate
calculated on the basis of the mid swap rates for Euro swap
transactions with a maturity of twelve years displayed on
Reuters screen "ISDAFIX2" under the heaing "EURIBOR
BASIS EUR" above the caption "11:00AM FRANKFURT" (or
such other screen as may replace that screen), plus the Relevant
2

Euro 12 Year Margin per annum, payable annually, in arrear on
or about 22 January in each year, with the first such interest
payment date on 22 January 2027.
"Relevant Euro 12 Year Margin" means, (i) from and
including the First Euro 12 Year Reset Date, to but excluding 22
January 2046 (the "2046 Step-up Date"), 3.043 per cent. or (ii)
from and including the 2046 Step-up Date, 3.793 per cent.
(c)
The GBP 15 Year Non-Call Notes
Each GBP 15 Year Non-Call Note will bear interest on its
principal amount at a fixed rate of 5.875 per cent. per annum
from (and including) the Issue Date to (but excluding) 22
January 2029 (the "First GBP Reset Date"), payable semi-
annually in arrear on 22 January and 22 July in each year, with
the first interest payment date on 22 July 2014.
Thereafter, in respect of each successive fifteen year period each
Note will bear interest on its principal amount at a reset rate
calculated on basis of the mid swap rates for GBP swap
transactions with a maturity of fifteen years displayed on Reuters
screen "ISDAFIX4" above the caption "11:00AM LONDON"
(or such other screen as may replace that screen), plus the
Relevant GBP Margin per annum, payable semi-annually, in
arrear on or about 22 January and 22 July in each year, with the
first such interest payment date on 22 July 2029.
"Relevant GBP Margin" means, (i) from and including the First
GBP Reset Date, to but excluding 22 January 2049 (the "2049
Step-up Date"), 3.046 per cent. or (ii) from and including the
2049 Step-up Date, 3.796 per cent.

Yield
The yield in respect of (i) the Euro 8 Year Non-Call Notes from the Issue
Date to the First Euro 8 Year Reset Date is 4.25 per cent. per annum, (ii)
the Euro 12 Year Non-Call Notes from the Issue Date to the First Euro 12
Year Reset Date is 5.125 per cent. per annum and (iii) the GBP 15 Year
Non-Call Notes from the Issue Date to the First GBP Reset Date is 6.00
per cent. per annum and is calculated on the basis of the issue price of the
Notes.
Interest Deferral
On any interest payment date, in relation to the Euro 8 Year Non-Call
Notes (the "Euro 8 Year Interest Payment Date"), in relation to the
Euro 12 Year Non-Call Notes (the "Euro 12 Year Interest Payment
Date") and in relation to the GBP 15 Year Non-Call Notes (the "GBP
Interest Payment Date" and together with the Euro 8 Year Interest
Payment Date and the Euro 12 Year Interest Payment Date, the "Interest
Payment Dates"), the Issuer may, at its option, elect to defer payment of
all (but not some only) of the interest accrued to that date and any failure
to pay shall not constitute a default by the Issuer for any purpose.

Any interest not paid on an applicable Interest Payment Date shall
constitute "Arrears of Interest". Arrears of Interest (including any
Additional Interest Amount as defined below) on all outstanding Notes
shall become due and payable in full on whichever is the earliest of:

(A)
the tenth Business Day following the occurrence of a
Compulsory Arrears of Interest Payment Event; or
(B)
the date of any redemption of the Notes in accordance with the
provisions relating to redemption of the Notes; or
(C)
the date upon which a judgment is made by a competent court
3

for the voluntary or judicial liquidation of the Issuer (liquidation
amiable ou judiciaire) or for the sale of the whole of the
business (cession totale de l'entreprise) following an order of
judicial reorganisation (redressement judiciaire) in respect of the
Issuer or in the event of the liquidation of the Issuer for any
other reason.

Each amount of Arrears of Interest shall bear interest, in accordance with
Article 1154 of the French Civil Code, as if they constituted the nominal
amount of the Notes at a rate which corresponds to the rate of interest
from time to time applicable to the Notes and the amount of such interest
(the "Additional Interest Amount") with respect to Arrears of Interest
shall be due and payable pursuant to this provision and shall be
calculated by the Calculation Agent applying the rate of interest to the
amount of the Arrears of Interest and otherwise mutatis mutandis as
provided in the foregoing provisions hereof.

The Additional Interest Amount accrued up to any applicable Interest
Payment Date shall be added, to the extent permitted by applicable law
and for the purpose only of calculating the Additional Interest Amount
accruing thereafter, to the amount of Arrears of Interest remaining unpaid
on such applicable Interest Payment Date as if such amount constituted
Arrears of Interest.

"Compulsory Arrears of Interest Payment Event" means:
(i)
a payment in any form (including dividend or other payments as
applicable) on any Equity Securities or any Parity Securities
having been resolved upon by the shareholders or other
competent body of the Issuer or having been made by the Issuer;
or
(ii)
the acquisition, repurchase or redemption, either directly or
indirectly, of any Equity Securities or any Parity Securities of
the Issuer except in cases where, with respect to Equity
Securities, such acquisition, repurchase or redemption was:
(a) resulting from the hedging of convertible securities of the
Issuer, stock options or other employee benefit plans; or
(b) made in connection with the satisfaction by the Issuer of its
obligations under any existing or future liquidity
agreement (contrat de liquidité) managed by an investment
services provider to repurchase its share capital from such
investment services provider,
save for, in each case, any compulsory dividend, other distribution,
payment, repurchase, redemption or other acquisition required by the
terms of such securities; and in the case of Parity Securities, any
repurchase or other acquisition in whole or in part in a public tender offer
or public exchange offer at a consideration per Parity Security below its
par value.
Taxation
All payments in respect of the Notes shall be made free and clear of, and
without withholding or deduction for or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever
nature imposed, levied, collected, withheld or assessed by or on behalf of
the French Republic or any political subdivision or any authority thereof
or therein having power to tax unless such withholding or deduction is
required by law.
Additional Amounts
If applicable law should require that payments of principal or interest be
subject to such deduction or withholding, the Issuer, will, to the fullest
extent then permitted by law, pay such additional amounts ("Additional
Amounts") as shall result in receipt by the Noteholders of such amounts
as would have been received by them had no such withholding or
4

Document Outline

This Prospectus should be read and construed in conjunction with the documents and sections referred to in (a) and (b) below which shall be incorporated by reference in, and form part of, this Prospectus:
- (a) the Base Prospectus dated 17 June 2013 prepared in relation to the Programme and approved as a base prospectus by the AMF under visa n 13-280 pursuant to Article 5.4 of the Prospectus Directive (the "Base Prospectus") as supplemented on (i) 7 Octo...
- (b) for the avoidance of any doubt, the sections referred to in the section below "Information incorporated by reference in respect of EDF" which are extracted from (i) the Document de Référence 2012 of EDF which was filed with the AMF under n D.13-0...
The terms and conditions under which the Euro 8 Year Non-Call Notes described herein are issued (the "Euro 8 Year Non-Call Note Conditions") comprise:
(i) the Euro 8 Year Non-Call Specific Terms and Conditions below; and
(ii) the general terms and conditions on pages 109 to 149 of the Base Prospectus which is incorporated by reference (the "General Terms and Conditions").
The terms and conditions under which the Euro 12 Year Non-Call Notes described herein are issued (the "Euro 12 Year Non-Call Note Conditions") comprise:
(i) the Euro 12 Year Non-Call Specific Terms and Conditions below; and
(ii) the General Terms and Conditions.
The terms and conditions under which the GBP 15 Year Non-Call Notes described herein are issued (the "GBP 15 Year Non-Call Note Conditions") comprise:
(i) the GBP Specific Terms and Conditions below; and
(ii) the General Terms and Conditions.
References in the General Terms and Conditions to the Final Terms shall be deemed to refer to the Euro 8 Year Non-Call Specific Terms and Conditions, the Euro 12 Year Non-Call Specific Terms and Conditions and the GBP Specific Terms and Conditions be...
References in this Prospectus to the "Conditions", are to the Euro 8 Year Non-Call Note Conditions and/or the Euro 12 Year Non-Call Note Conditions and/or the GBP 15 Year Non-Call Note Conditions, as applicable.
References in this Prospectus to the "Notes" or the "Noteholders" are to the Euro 8 Year Non-Call Notes and the holders of the Euro 8 Year Non-Call Notes, the Euro 12 Year Non-Call Notes and the holders of the Euro 12 Year Non-Call Notes and/or the G...
Schedule TO THE Euro 8 Year Non-Call SPECIFIC TERMS AND CONDITIONS
Schedule TO THE Euro 12 Year Non-Call SPECIFIC TERMS AND CONDITIONS
Schedule TO THE GBP 15 Year Non-Call SPECIFIC TERMS AND CONDITIONS
- FRANCE
  - Exclusive negotiations for Citelum acquisition
  - On 30 September 2013, the EDF Group, through its wholly-owned subsidiary EDEV (EDF Développement Environnement), made a firm offer and entered into exclusive negotiations with Dalkia France with a view to acquiring 100% of the capital in Citelum, one ...
  - On 25 November 2013, Dalkia France and EDEV agreed to extend the exclusivity period granted to EDEV and the validity of EDEVs offer until March 31, 2014 due to the contemplated transaction between EDF and Veolia Environnement regarding their joint su...
  - Agreement in discussion between EDF and Veolia Environnement for the acquisition of Dalkias French activities
  - EDFs disposal of its entire stake in Veolia Environnement
  - Publication of December 2013 nuclear output in France and in the UK
- UNITED KINGDOM
  - Agreement reached on the commercial terms for the planned Hinkley Point C nuclear power station
- OTHER INTERNATIONAL
  - AREVA and EDF sign two series of agreements with companies and universities for the Saudi nuclear program
  - EDF and GEHC sign an agreement for the creation of a Joint Venture in nuclear energy
  - Sale of the EDF Groups investment in SSE
- REGULATORY DEVELOPMENTS
- France
  - Transmission and Electricity Distribution Tariffs
  - NOME law and ARENH price
  - Electricity sales tariffs
  - Increase in electricity tariffs announced by the French government
  - Vent de ColèreŽ proceedings
- LITIGATION
  - Solaire Direct
- FINANCIAL INFORMATION
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Manager has represented and agreed that with effect from and including the date on which the Prospec...
- (a) Qualified investors: at any time to any legal entity which is a qualified investor as defined under the Prospectus Directive;
- (b) Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified investors as d...
- (c) Other exempt offers: in any other circumstances falling within Article 3(2) of the Prospectus Directive,
Each Manager has represented and agreed that:
- (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
- (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes except for Notes which are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong other than (i) to ...
- (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which...
- (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
  - (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of corporation) where the transfer arises from an offe...
  - (ii) where no consideration is or will be given for the transfer;
  - (iii) where the transfer is by operation of law; or
  - (iv) as specified in Section 276(7) of the SFA.
Switzerland
This document is not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be ...
- 1. Application has been made to the AMF to approve this document as a prospectus and this Prospectus has received visa n 14-017 from the AMF on 20 January 2014. Application has been made for the Notes to be listed on, and admitted to trading on Eurone...
- 2. The Issuer has obtained all necessary corporate and other consents, approvals and authorisations in the Republic of France in connection with the issue of the Notes. The issue of the Notes has been authorised by a resolution of the Conseil d'admini...
- 3. Save as disclosed in this Prospectus, neither the Issuer nor any of its fully consolidated subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of...
- 4. Since the date of the last published audited consolidated financial statements of the Issuer, and save as disclosed in this Prospectus, there has been no material adverse change in the prospects of the Issuer and since the date of the Half Year Fin...
- 5. The consolidated financial statements for the years ending 31 December 2011 and 31 December 2012 of the Issuer have been audited by Deloitte & Associés and KPMG SA and a limited review of the Half Year Financial Statements has been performed by Del...
- KPMG SA and Deloitte & Associés are members of the Compagnie Nationale des Commissaires aux Comptes.
- 6. There are no potential conflicts of interest between any duties to Electricité de France of the directors of Electricité de France and their private interests and/or other duties.
- 7. The Notes have been accepted for clearance through Euroclear France (acting as central depositary), Euroclear and Clearstream, Luxembourg. The International Securities Identification Number ("ISIN") for the Euro 8 Year Non-Call Notes is FR001169701...
- The address of Euroclear France is 66, rue de la Victoire, 75009 Paris, France. The address of Euroclear is Euroclear Bank SA/NV, 1 boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 avenu...
- 8. The Notes will be issued in bearer dematerialised form (au porteur) and will be inscribed in the books of Euroclear France (acting as central depositary).
- 9. For so long as any Notes are outstanding, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Fiscal Agent, the Paying Agents and the Is...
- 10. The estimated costs for the admission to trading of the Euro 8 Year Non- Call Notes are 12,400. The estimated costs for the admission to trading of the Euro 12 Year Non-Call Notes are 12,400. The estimated costs for the admission to trading of t...
- 11. The yield in respect of the Euro 8 Year Non-Call Notes from the Issue Date to the First Euro 8 Year Reset Date is 4.25 per cent. per annum and is calculated on the basis of the issue price of the Euro 8 Year Non-Call Notes. The yield in respect of...
- 12. As far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue. The Managers are paid out commissions by the Issuer in relation to the issue of the Notes. Any such Manager and its affiliates may...