Obbligazione France Énergie 5.125% ( FR001400SMS8 ) in EUR

France Énergie

103.15 EUR ▼

Francia

FR001400SMS8 ( in EUR )

5.125% per anno ( pagato 1 volta l'anno)

31/12/2099

Prospetto opuscolo dell'obbligazione Electricite de France (EDF) FR001400SMS8 en EUR 5.125%, scadenza 31/12/2099

/

500 000 000 EUR

17/12/2025 ( In 40 giorni )

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

L'obbligazione con codice ISIN FR001400SMS8, emessa da Electricité de France (EDF), leader storico e azienda statale francese nel settore della produzione e fornitura di energia elettrica in Francia e a livello globale, si presenta sul mercato come uno strumento di debito emesso dal Paese di emissione Francia, valutata in Euro (EUR) e attualmente quotata al 103.06% del suo valore nominale, offrendo un tasso di interesse fisso annuo del 5.125%; l'operazione, del valore complessivo di 500.000.000 Euro, è caratterizzata da una scadenza a lunghissimo termine, fissata al 31 dicembre 2099, con pagamenti degli interessi effettuati con frequenza annuale.

PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU, as amended, 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
Regulation (EU) 2017/1129, as amended (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.
PROHIBITION OF SALES TO UNITED KINGDOM 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 UK 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 Financial Services
and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA
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 UK 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 UK domestic law by virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK 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 / 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 in item 19 of the Guidelines
published by the ESMA on 3 August 2023, has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels
for distribution 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.
UK MIFIR PRODUCT GOVERNANCE / 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 has led to the
conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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.

0

Final Terms dated 13 September 2024

Électricité de France
Issue of 500,000,000 5.25 Year Non-Call Perpetual Resettable Subordinated Green Notes
under its 50,000,000,000 Euro Medium Term Note Programme
SERIES NO: 57
TRANCHE NO: 1
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the
"Conditions") set forth in the base prospectus dated 2 August 2024 which received approval no 24-350
from the Autorité des Marchés Financiers (the "AMF") in France on 2 August 2024 (the "Base
Prospectus") and the first supplement to the Base Prospectus dated 6 September 2024 which received
approval no 24-388 from the AMF on 6 September 2024 which together constitute a prospectus for the
purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus
Regulation and must be read in conjunction with such Base Prospectus as so supplemented. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of
these Final Terms and the Base Prospectus. For so long as any Notes are outstanding, copies of the
Base Prospectus and the supplement to the Base Prospectus (i) are available for viewing on the website
of the AMF (www.amf-france.org) and on the Issuer's website (www.edf.fr/groupe-edf) and (ii) may be
obtained, free of charge, during normal business hours from Électricité de France, 22-30, avenue de
Wagram, 75008 Paris, France.
1.
Issuer:
Électricité de France
2.
(i) Series Number:
57
(ii) Tranche Number:
1
(iii) Date on which the Notes
Not Applicable
become fungible:
3.
Specified Currency or Currencies:
Euro ("")
4.
Aggregate Nominal Amount:
500,000,000
(i) Series:
500,000,000
(ii) Tranche:
500,000,000
5.
Issue Price:
99.463 per cent. of the Aggregate Nominal Amount
6.
Specified Denominations:
200,000
(Condition 1 (b))
7.
(i) Issue Date:
17 September 2024
(ii) Interest Commencement Date:
Issue Date
8.
Maturity Date:
Undated Notes
1

9.
Interest Basis:
Resettable Notes
10.
Interest Deferral - Optional Interest Applicable
Payment:
11.
Interest Deferral Five Years
Not Applicable
Interest Deferral Back-Stop:
12.
Redemption/Payment Basis:
Redemption at par
13.
Change of Interest Basis:
Not Applicable
14.
Call Options:
Redemption at the option of the Issuer (Call Option)
Make-Whole Redemption by the Issuer
Clean-Up Call Option
Redemption following an Accounting Event
Redemption following a Rating Methodology Event
Redemption following a Gross-Up Event
Redemption following a Withholding Tax Event
Redemption following a Tax Deductibility Event

(further particulars specified below)
15.
- Date of corporate authorisations
Resolution of the Board of Directors of the Issuer dated
for issuance of Notes obtained:
15 December 2023, and decision of Luc Rémont,

Président-Directeur Général, to issue the Notes dated 10
September 2024 and delegating to, inter alia, Bernard

Descreux, Directeur Financement et Trésorerie Groupe
the authority to sign the documentation relating to the

Notes.

Undated Subordinated Notes (Non-Call, Perpetual
Resettable Notes)
- Status of the Notes:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Not Applicable
17.
Resettable Note Provisions
Applicable
(i) Benchmark Replacement
Applicable
(ii) Initial Rate of Interest:
5.125 per cent. per annum payable annually on each
Interest Payment Date until the First Reset Date, subject
as set out in paragraph 17(vi) below
(iii) Reset Rate:
Mid-Swap Rate
(iv) Broken Amount:
EUR 2,548.50 per 200,000 Specified Denomination
payable on the First Interest Payment Date
(v) Margin(s):
2.943 per cent. from the First Reset Date (included) to 17
December 2034 (the "First Step-up Date") (excluded)
3.193 per cent. from the First Step-up Date (included) to
17 December 2049 (the "Second Step-up Date")
(excluded)
3.943 per cent. from the Second Step-up Date (included)
2

(vi) Interest Payment Date(s):
17 December in each year commencing on and including
17 December 2024 (the "First Interest Payment Date")
and ending on the redemption date of the Notes
There will be a short first coupon in respect of the first
Interest Period, from and including the Interest
Commencement Date to but excluding the First Interest
Payment Date.
(vii) First Reset Date:
17 December 2029
(viii) Second Reset Date:
First Step-up Date
(ix) Day Count Fraction:
Actual/Actual ICMA
(x) Business Day Convention:
Following Business Day Convention, unadjusted
(xi) Business Centre(s):
T2
(xii) Relevant Screen Page:
Reuters screen ICESWAP2
(xiii) Subsequent Reset Dates:
Every five (5) years from the Second Reset Date
(included)
(xiv) Mid-Swap Rate:
Single Mid-Swap Rate
(xv) Original Mid-Swap Rate:
5-year Mid-Swap
(xvi) Mid-Swap Maturity:
6 months
(xvii) Mid-Swap Floating Leg
6-month EURIBOR
Benchmark Rate:
(xviii) Initial Reset Reference Rate: 2.307%
(xix) CMT Rate Maturity:
Not Applicable
(xx) Minimum Rate of Interest:
Not Applicable
(xxi) Maximum Rate of Interest:
Not Applicable
(xxii) Party responsible for
Not Applicable
calculating the Rate(s) of Interest
and Interest Amount(s) (if not the
Calculation Agent):
18.
Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19.
Redemption at the option of the
Applicable
Issuer (Call Option)
(i)
Optional Redemption
The First Reset Date and any Interest Payment Date after
Date(s):
the First Reset Date
(ii)
Residual Redemption
Applicable
Period(s):
(iii)
Residual Redemption
17 September 2029 (the "First Call Date")
Date(s):
3

(iv)
Optional Redemption
200,000 per Note of 200,000 Specified Denomination
Amount(s) of each Note:
(v)
Notice period (if other than
As per Conditions
as set out in the
Conditions):

20.
Make-Whole Redemption by the
Applicable
Issuer
(i)
Notice Period:
As per Conditions
(ii)
Parties to be notified (if
Not Applicable
other than set out in
Condition 6(c)):
(iii)
Make-whole Redemption
0.50 per cent.
Margin:
(iv)
Reference Security:
DBR 2.1 11/15/29 (ISIN: DE0001102622)
(v)
Reference Screen Page:
Bloomberg HP page for the Reference Security (with the
settings "Mid YTM" and "Daily")
(vi)
Method of determination of Reference Screen Page
the Make-whole
Redemption Rate:
(vii)
Relevant Time:
11:00 a.m. Central European time (CET)
(viii)
Reference Dealers:
Not Applicable
(ix)
Relevant Government
German Bund
Securities:
21.
Clean-Up Call Option:
Applicable (75 per cent. threshold)
22.
Redemption following a Gross-
Applicable
Up Event:
23.
Redemption following a
Applicable
Withholding Tax Event:
24.
Redemption following a Tax
Applicable
Deductibility Event:
25.
Redemption following an
Applicable
Accounting Event:
(i) Initial Accounting Treatment:
Equity
26.
Redemption following a Rating Applicable
Methodology Event:
27.
Final Redemption Amount of
200,000 per Note of 200,000 Specified Denomination
each Note:
28.
Early Redemption Amount:

4

(i) Early Redemption Amount(s) of
200,000 per Note of 200,000 Specified Denomination
each Note payable on redemption (except upon the occurrence of a Tax Deductibility Event,
for taxation reasons:
see item 28(v) below)
(ii) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption in case of the exercise
of the Clean-Up Call Option:
(iii) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption following a Gross-Up
Event:
(iv) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption following a
Withholding Tax Event:
(v) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following a Tax
Deductibility Event:
200,000 per Note of 200,000 from the First Call Date
(included)
(vi) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following an
Accounting Event:
200,000 per Note of 200,000 from the First Call Date
(included)
(vii) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following a Rating
Methodology Event:
200,000 per Note of 200,000 from the First Call Date
(included)
GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised
Bearer dematerialised form (au porteur)
Notes:
(ii)
Registration Agent:
Not Applicable
(iii)
Temporary Global
Not Applicable
Certificate:
(iv)
Identification of
Not Applicable
Noteholders (Condition 1
(c) (v)):
(v)
Applicable TEFRA
Not Applicable
exemption (or successor
exemption):
30.
Financial Centre(s):
Not Applicable
31.
Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons
mature):
5

32.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
33.
Consolidation provisions:
Not Applicable
34.
Masse (Condition 11):
Name and address of the Representative:

AETHER FINANCIAL SERVICES
RCS 811 475 383 Paris

36 rue de Monceau
75008 Paris

France
Represented by its Chairman

The Representative will receive a remuneration of 350
per year (VAT excluded) payable per year.
The Representative will exercise its duty until its
dissolution, resignation or termination of its duty by a
general assembly of Noteholders or until it becomes
unable to act. Its appointment shall automatically cease
upon total redemption of the Notes.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By: Bernard Descreux, Directeur Financement et Trésorerie Groupe
Duly authorised
6

PART B OTHER INFORMATION
1.
LISTING

(i)
Listing:
Euronext Paris
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on Euronext Paris with effect
from the Issue Date.
(iii)
Estimate of total
18,000

expenses related to

admission to trading:

2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

S&P: B+

Pursuant to S&P definitions, an obligation rated 'B'
is more vulnerable to non payment than obligations
rated "BB", but the obligor currently has the
capacity to meet its financial commitments on the
obligation. Adverse business, financial, or
economic conditions will likely impair the obligor's
capacity or willingness to meet its financial
commitments on the obligation. The addition of a
plus (+) or minus (-) sign shows relative standing
within the rating categories.

Moody's: Ba2
Pursuant to Moody's definitions, obligations rated
"Ba" are judged to be speculative and are subject
to substantial credit risk. The addition of the
modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category.

Fitch: BBB-
Pursuant to Fitch's definitions, "BBB" ratings
indicate that expectations of default risk are
currently low. The capacity for payment of financial
commitments is considered adequate, but adverse
business or economic conditions are more likely to
impair this capacity. The addition of the modifiers
"+" or "" are intended to denote relative status
within major rating categories.

Each of S&P, Moody's and Fitch is established in
the EEA and registered under Regulation (EU) No
1060/2009, as amended (the "EU CRA
Regulation"). Each of S&P, Moody's and Fitch
appears on the latest update of the list of registered
credit rating agencies on the ESMA website
http://www.esma.europa.eu.
S&P, Moody's and Fitch are not established in the
United Kingdom and have each not applied for
registration under Regulation (EC) No 1060/2009
(as amended) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act
2018 (the "UK CRA Regulation"), but are
7

endorsed by S&P Global Ratings UK Limited,
Moody's Investors Service Limited and Fitch
Ratings Limited, which are established in the UK
and registered under the UK CRA Regulation and
included in the list of credit rating agencies
registered in accordance with the list of registered
and certified credit ratings agencies published on
the website of the UK Financial Conduct Authority
(https://www.fca.org.uk/markets/credit-rating-
agencies/registered-certified-cras).
The following paragraphs in italics do not form part of the Terms and Conditions of the
Subordinated Notes.
Considerations regarding redemption and repurchase of the Notes:
The Issuer intends (without thereby assuming a legal obligation) at any time that it will
(a) redeem or (b) repurchase the Notes only to the extent the aggregate principal amount of
the Notes to be redeemed or repurchased does not exceed the net proceeds received by the
Issuer or any Subsidiary of the Issuer prior to or on the date of such redemption or repurchase
from the sale or issuance by the Issuer or such Subsidiary to third party purchasers (other
than group entities of the Issuer) of securities which are assigned by S&P at the time of sale
or issuance, an aggregate "equity credit" (or such similar nomenclature used by S&P from
time to time) that is equal to or greater than the "equity credit" assigned to the Notes to be
redeemed or repurchased at the time of their issuance (but taking into account any changes
in hybrid capital methodology or another relevant methodology or the interpretation thereof
since the issuance of the Notes), unless:
- the credit rating or the stand-alone credit profile assigned by S&P to the Issuer is at least
the same as or higher than the credit rating or stand-alone credit profile assigned to the
Issuer on the date when the most recent additional hybrid security was issued (excluding
refinancings without net new issuance) and the Issuer is of the view that such rating would
not fall below this level as a result of such redemption or repurchase, or
- in the case of a repurchase or a redemption, taken together with other relevant repurchases
or redemptions of hybrid securities of the Issuer, such repurchase or redemption is less than
(x) 10 (ten) per cent of the aggregate principal amount of the Issuer's outstanding hybrid
securities in any period of 12 consecutive months or (y) 25 (twenty-five) per cent of the
aggregate principal amount of the Issuer's outstanding hybrid securities in any period of ten
consecutive years, provided that such repurchase or redemption has no materially negative
effect on the Issuer's credit profile, or
- if the Notes are not assigned an "equity credit" (or such similar nomenclature then used by
S&P at the time of such redemption or repurchase), or
- the Notes are redeemed pursuant to a Rating Methodology Event, Accounting Event,
Withholding Tax Event, Tax Gross-Up Event or a Tax Deductibility Event, or
- in the case of a redemption or repurchase, such redemption or repurchase relates to an
aggregate principal amount of Notes which is less than or equal to the excess (if any) above
the maximum aggregate principal amount of the Issuer's hybrid capital to which S&P then
assigns equity content under its prevailing methodology, or
- any such redemption or repurchase occurs on or after the Second Step-up Date.

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as disclosed in the section "Subscription and Sale" of the Base Prospectus and
for any fees payable to the Managers, so far as the Issuer is aware, no other person
8

involved in the issue of the Notes has an interest material to the issue. The Managers
and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform other services for, the
Issuer and its affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i)
Reasons for the offer:
The Notes constitute Green Bonds.

The Issuer intends to allocate the net proceeds of
the Notes to EU-Taxonomy aligned nuclear energy
capital expenditures in existing French nuclear
reactors in relation to their life time extension (EU-
Taxonomy category 4.28 "Electricity generation
from nuclear energy in existing installations") (the
"Assets"), in compliance with the Green Financing
Framework of the Issuer as of 12 July 2022
available on the website of the Issuer
(https://www.edf.fr/sites/groupe/files/2022-07/edf-
green-bond-framework-2022-07-12.pdf) (the
"Green Financing Framework").

Life cycle carbon intensity of the Assets: Less than
4gCO2/kWh (reference:
https://www.edf.fr/sites/groupe/files/2022-
11/edfgroup_acv-4_plaquette_2022111_en.pdf).

A Second Party Opinion dated 9 July 2022 ("SPO")
on the Green Financing Framework was provided
by Cicero Shades of Green ("Cicero"). It confirms
the alignment with the ICMA Green Bond Principles
and rates the Green Financing Framework as
"CICERO Medium Green" and gives it a
governance score of "Excellent". The SPO is also
available on the website of the Issuer
(https://www.edf.fr/sites/groupe/files/2022-07/edf-
second-opinion-cicero-2022-07-09.pdf).

External verification highlights: The alignment to
the EU Taxonomy of Nuclear energy capital
expenditures has been externally verified by Cicero
in their SPO. Further details are available in the
Issuer's 2023 Universal Registration Document as
of 4 April 2024 in the Appendices and Independent
Third-Party report section available on the Issuer's
website (https://www.edf.fr/sites/groupe/files/2022-
11/edfgroup_acv-4_plaquette_2022111_en.pdf).

(ii)
Estimated net
494,165,000

proceeds:
5.
YIELD
Indication of yield:
5.250 per cent. per annum until the First Reset Date

The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
6.
HISTORIC INTEREST RATES
9

Document Outline