Obligation France Énergie 5.5% ( FR001400FDG9 ) en GBP

France Énergie

100 % ⇌

France

FR001400FDG9 ( en GBP )

5.5% par an ( paiement annuel )

25/01/2035

Prospectus brochure de l'obligation ELECTRICITE DE FRANCE (EDF) FR001400FDG9 en GBP 5.5%, échéance 25/01/2035

100 000 GBP

450 000 000 GBP

25/01/2026 ( Dans 238 jours )

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

L'Obligation émise par France Énergie ( France ) , en GBP, avec le code ISIN FR001400FDG9, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/01/2035

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client as defined in point (11) of Article 4(1) of 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.
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 18 of the Guidelines published by ESMA on 5 February 2018,
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 of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Final Terms dated 23 January 2023

Électricité de France
Issue of GBP 450,000,000 5.500 per cent. Notes due 25 January 2035
under its 50,000,000,000 Euro Medium Term Note Programme
SERIES NO: 45
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 13 June 2022 which received approval no
22-208 from the Autorité des Marchés Financiers (the "AMF") in France on 13 June 2022 (the
"Base Prospectus"), the first supplement to the Base Prospectus dated 21 September 2022
which received approval no 22-388 from the AMF on 21 September 2022, the second supplement
to the Base Prospectus dated 29 November 2022 which received approval no 22-472 from the
AMF on 29 November 2022 and the third supplement to the Base Prospectus dated 18 January
2023 which received approval no 23-020 from the AMF on 18 January 2023 which together
constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (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:
45
(ii) Tranche Number:
1
3.
Specified Currency or Currencies: Pounds Sterling ("GBP")
4.
Aggregate Nominal Amount:
GBP 450,000,000
(i) Series:
GBP 450,000,000
(ii) Tranche:
GBP 450,000,000
5.
Issue Price:
98.417 per cent. of the Aggregate Nominal
Amount
6.
Specified Denominations:
GBP 100,000

(Condition 1 (b))
7.
(i) Issue Date:
25 January 2023
(ii) Interest Commencement Date: Issue Date
8.
Maturity Date:
25 January 2035
9.
Interest Basis:
5.500 % Fixed Rate
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Make-Whole Redemption by the Issuer
Residual Maturity Call Option
(further particulars specified below)
13.

- Status of the Notes:
Senior Notes
- Date of corporate authorisations Resolution of the Board of Directors of the
for issuance of Notes obtained:
Issuer dated 16 December 2022, and decision
of Luc Rémont, Président-Directeur Général, to
issue the Notes dated 20 January 2023 and
delegating to, inter alia, Bernard Descreux,
Directeur Financement et Trésorerie Groupe the
authority to sign the documentation relating to
the Notes.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
5.500 per cent. per annum (payable annually in
arrear on each Interest Payment Date)
(ii)
Interest Payment Date(s):
25 January in each year commencing on 25
January 2024 (including) and ending on the
Maturity Date (including), not adjusted.
2

(iii)
Fixed Coupon Amount:
GBP 5,500 per GBP 100,000 in Nominal
Amount payable on each Interest Payment
Date.
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual ICMA
(vi)
Determination Dates:
25 January in each year
15.
Floating Rate Note Provisions
Not Applicable
16.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17.
Call Option
Not Applicable
18.
Put Option
Not Applicable
19.
Final Redemption Amount of
GBP100,000 per Note of GBP100,000 Specified
each Note
Denomination
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
0.35 per cent.
Margin:
(iv)
Reference Security:
United Kingdom Gilt 0.625 per cent. due 31 July
2035 (ISIN: GB00BMGR2916)
(v)
Reference Screen Rate:
Not Applicable
(vi)
Make-whole Redemption
Reference Dealer Quotation
Rate:
(vii)
Relevant Time:
As per Conditions
(viii)
Reference Dealers:
As selected by the Make-Whole Calculation
Agent
(ix)
Relevant Government
United Kingdom Gilt
Securities:
21.
Residual Maturity Call Option:
Applicable
Residual Maturity Call Option
As from 25 October 2034
Date:
22.
Clean-Up Call Option:
Not Applicable

3

23.
Early Redemption Amount

Early Redemption Amount(s) of As per Conditions
each Note payable on redemption
for taxation reasons (Condition
6(h)(i)) or for illegality (Condition
6(k)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
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):

25.
Financial Centre(s):
Not Applicable
26.
Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons
mature):
27.
Redenomination, renominalisation Not Applicable
and reconventioning provisions:
28.
Consolidation provisions:
Not Applicable
29.
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
upfront on the Issue Date.
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 shal
automatically cease on the Maturity Date, or
upon total redemption prior to the Maturity Date.

4

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
5

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
10,550

expenses related to

admission to trading:
2.
RATINGS

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

S&P: BBB

Pursuant to S&P definitions, an obligation rated
"BBB" exhibits adequate protection parameters.
However, adverse economic conditions or
changing circumstances are more likely to weaken
the obligor's capacity to meet its financial
commitments on the obligation.
Moody's: Baa1
Pursuant to Moody's definitions, obligations rated
"Baa" are judged to be medium-grade and subject
to moderate credit risk and as such may possess
certain speculative characteristics. 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
(www.esma.europa.eu/supervision/credit-rating-
agencies/risk).
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
6

endorsed by S&P Global Ratings UK Limited,
Moody's Investors Service Limited and Fitch
Ratings Limited, respectively, 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/firms/credit-rating-
agencies).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as disclosed in "Subscription and Sale" so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. 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 net proceeds from the issue of the Notes wil
be applied by the Issuer for its general corporate
purposes.

(ii)
Estimated net
GBP 441,639,000

proceeds:
5.
FIXED RATE NOTES ONLY YIELD
Indication of yield:
5.686 per cent. per annum

The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
6.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:

(A)
Names and
Barclays Bank Ireland PLC

addresses of
BNP Paribas

Managers:
BofA Securities Europe SA
Mizuho Securities Europe GmbH
Morgan Stanley Europe SE
NatWest Markets N.V.
Société Générale

Crédit Agricole Corporate and Investment Bank
MUFG Securities (Europe) N.V.
Natixis

(B)
Stabilising
BNP Paribas

Manager(s) if

any:
7

(iii)
If non-syndicated,
Not Applicable

name and address of

Manager:
(iv)
US Selling Restrictions Reg. S Compliance Category 2 applies to the

(Categories of potential Notes; TEFRA not applicable

investors to which the

Notes are offered):
(v)
Non-exempt offer:
Not Applicable
(vi)
Prohibition of Sales to
Applicable

EEA Retail Investors:
7.
OPERATIONAL INFORMATION
ISIN Code:
FR001400FDG9
Common code:
258065514
Any clearing system(s) other Not Applicable
than
Euroclear
France,
Euroclear Bank SA/NV and
Clearstream Banking S.A. and
the
relevant
identification
number(s):
Delivery:
Delivery against payment
Names and addresses of Not Applicable
additional Paying Agent(s) (if
any):
Name and address of the Not Applicable
entities which have a firm
commitment
to
act
as
intermediaries in secondary
trading,
providing
liquidity
through bid and offer rates and
description of the main terms of
their commitment:
The aggregate principal amount EUR 514,854,000
of Notes issued has been
translated into Euro at the rate
of
GBP/EUR =
1.14412
producing a sum of:

8