Obligation France Énergie 5.625% ( US268317AM62 ) en USD

France Énergie

99.25 % ⇌

France

US268317AM62 ( en USD )

5.625% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) US268317AM62 en USD 5.625%, échéance Perpétuelle

268317AM6

22/07/2025 ( Dans 51 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 USD, avec le code ISIN US268317AM62, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

LISTING PROSPECTUS

EDF S.A.
$1,500,000,000 Reset Perpetual Subordinated Notes
_______________

The Notes will bear interest (i) from, and including, January 22, 2014 to but excluding January 22, 2024 (the "First Reset
Date"), at a fixed rate of 5.625% per annum, payable semi-annually in arrears on January 22 and July 22 of each year (the "interest
payment dates") with the first such interest payment date on July 22, 2014, and (ii) thereafter in respect of each ten-year period, the
first such period commencing on, and including, the First Reset Date, at a reset rate calculated on the basis of the mid swap rates for
USD swap transactions with a maturity of ten years plus a margin, payable semi-annually in arrears on the relevant interest payment
dates of each year.
The Issuer, at its option, may elect to defer payment of interest on the Notes on any interest payment date, and such deferred
payments of interest will only become due and payable in certain limited circumstances. See "Description of Notes--Option to
Defer Interest."
The Notes are undated obligations of the Issuer and have no fixed maturity date. The Issuer may redeem the Notes in whole,
but not in part, at a price equal to their principal amount plus accrued and unpaid interest, if any, on January 22, 2024 or on any
relevant interest payment date thereafter. The Issuer may also redeem the Notes, in whole, but not in part, upon the occurrence of
an Accounting Event, Rating Methodology Event, Substantial Repurchase Event, Tax Gross-Up Event, Withholding Tax Event, or a
Tax Deductibility Event (each as described herein). See "Description of Notes--Redemption."
The Notes are deeply subordinated obligations (titres subordonnés de dernier rang) of the Issuer and its most junior debt
instruments, ranking pari passu among themselves and with all of the Issuer's other present and future deeply subordinated
obligations. The subordination provisions of the Notes are governed by the provisions of article L.228-97 of the French Code de
Commerce. See "Description of Notes--Subordination."
The Issuer has applied to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Listing
Prospectus as a Prospectus for purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus Directive"). The CSSF assumes
no responsibility for the economic and financial soundness of the transactions contemplated by this Listing Prospectus or the quality
or solvency of the Issuer in accordance with Article 7 (7) of the Luxembourg Act dated 10 July 2005 as amended on 3 July 2012
(the "Luxembourg Act") on prospectuses for securities. The Issuer has applied to list the Notes on the Official List of the
Luxembourg Stock Exchange and admit them to trading on the regulated market (Bourse de Luxembourg) of the Luxembourg Stock
Exchange.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 25 of this Listing Prospectus and Section
4.1 "Risk Factors" starting on page 10 of the 2012 Annual Report incorporated by reference in this Listing Prospectus.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
This Listing Prospectus has been prepared for the purpose of listing the Notes on the Official List of the Luxembourg
Stock Exchange and admitting them to trading on the regulated market (Bourse de Luxembourg) of the Luxembourg Stock
Exchange and shall not be used or distributed for any other purposes. This Listing Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the Notes.
_______________
The Notes were initially delivered to purchasers in book entry form through The Depository Trust Company ("DTC") and through the
Euroclear System and Clearstream, Luxembourg (as participants in DTC) on or about January 22, 2014.
_______________
The date of this Listing Prospectus is January 22, 2014.

PARIS:176354.7

You should rely only on the information contained or incorporated by reference in this Listing
Prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. You should assume
that the information appearing in this Listing Prospectus is accurate only as of the date on the front cover
of this Listing Prospectus or, with respect to documents incorporated by reference, as of the date of such
documents. Our business, financial condition, results of operations and prospects may have changed
since the date of this Listing Prospectus or, with respect to documents incorporated by reference, since
the date of such documents. See "Information Incorporated by Reference".
Each investor in the Notes will be deemed to make certain representations, warranties and
agreements regarding the manner of purchase and subsequent transfers of the Notes. These
representations, warranties and agreements are described in "Transfer Restrictions".
In making an investment decision, prospective investors must rely on their own examination of the issuer
and the terms of the offering, including the merits and risks involved. Neither we, nor any of our representatives
make any representation to any offeree or purchaser of the Notes described herein regarding the legality of an
investment by such offeree or purchaser under applicable legal investment or similar laws. You should consult
with your own advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes.
In this Listing Prospectus, including the information incorporated by reference herein, we rely on and refer
to information and statistics regarding our industry. We obtained this market data from internal surveys,
estimates, reports and studies, where appropriate, as well as independent industry publications or other publicly
available information. External industry studies generally state that the information contained therein has been
obtained from sources believed to be reliable but that the accuracy and completeness of such information is not
guaranteed. Although we believe that the external sources are reliable, we have not verified, and make no
representations as to, the accuracy and completeness of such information. Similarly, internal surveys, estimates,
reports and studies, while believed to be reliable, have not been independently verified, and we do not make any
representations as to the accuracy of such information.
_______________________________________________________________
The distribution of this Listing Prospectus and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We require persons into whose possession this Listing Prospectus comes to inform
themselves about and to observe any such restrictions. This Listing Prospectus does not constitute an offer of,
or an invitation or solicitation by or on behalf of the Issuer to subscribe or purchase, any of the Notes in any
jurisdiction where, or to any person to whom, it is unlawful to make an offer or solicitation. The distribution of
this Listing Prospectus and the offering and sale of the Notes in certain jurisdictions, including the United
States, the United Kingdom, France, Luxembourg and other Member States of the European Economic Area,
may be restricted by law. The Issuer does not represent that this Listing 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 which would
permit a public offering of any Notes, and neither this Listing Prospectus nor any advertisement 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. Persons into whose possession this Listing Prospectus
or any Notes may come must inform themselves about, and observe any, such restrictions on the distribution of
this Listing Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Listing Prospectus and the offer or sale of Notes in the United States, the United Kingdom and France
(see "Selling Restrictions" and "Transfer Restrictions").

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TABLE OF CONTENTS
Page
CERTAIN DEFINITIONS ........................................................................................................................................ 1
RESPONSIBILITY STATEMENT ........................................................................................................................... 1
INFORMATION INCORPORATED BY REFERENCE ........................................................................................ 1
CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE ................................... 2
PRESENTATION OF FINANCIAL INFORMATION ........................................................................................... 8
AVAILABLE INFORMATION................................................................................................................................ 8
CURRENCY PRESENTATION ............................................................................................................................... 9
FORWARD-LOOKING STATEMENTS ................................................................................................................. 9
SUMMARY ............................................................................................................................................................. 10
RISK FACTORS ...................................................................................................................................................... 25
OVERVIEW ............................................................................................................................................................. 30
RECENT DEVELOPMENTS ................................................................................................................................. 32
USE OF PROCEEDS ............................................................................................................................................... 39
EXCHANGE RATE INFORMATION ................................................................................................................... 40
CAPITALIZATION AND INDEBTEDNESS........................................................................................................ 41
DESCRIPTION OF NOTES ................................................................................................................................... 43
BOOK-ENTRY; DELIVERY AND FORM ........................................................................................................... 58
TAXATION ............................................................................................................................................................. 62
UNDERWRITING ................................................................................................................................................... 71
SELLING RESTRICTIONS .................................................................................................................................... 74
TRANSFER RESTRICTIONS ................................................................................................................................ 76
ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS .............................................. 80
INDEPENDENT AUDITORS ................................................................................................................................ 82

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CERTAIN DEFINITIONS
In this Listing Prospectus, unless the context otherwise requires, "EDF", the "Company", the "Issuer" and
"Electricité de France" refer to EDF S.A., whereas "EDF Group", "the Group", "we", "us" and "our" refer to
EDF S.A. and its subsidiaries and shareholdings.
As used herein, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure in the
Relevant Member State, the expression "2010 PD Amending Directive" means Directive 2010/73/EU and the
expression "Prospective Regulation" means Commission Regulation (EC) N°809/2004 of 29 April 2004 as
amended by Commission Delegated Regulation (EU) No 486/2012 of 30 March 2012 and No 862/2012 of 4
June 2012.
RESPONSIBILITY STATEMENT
EDF, with its registered office in Paris, is solely responsible for the information given in this Listing
Prospectus, including the English translations of the documents incorporated by reference. EDF hereby declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this Listing
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect
its import.
The Notes were issued pursuant to the Resolution of the Board of Directors of the Issuer dated December
17, 2013, and the decision of Henri Proglio, Président-Directeur Général, to issue the Notes dated January 14,
2014.
INFORMATION INCORPORATED BY REFERENCE
In addition to the information contained in this Listing Prospectus, we incorporate by reference herein the
documents listed below:
-
The English translation of EDF's Rapport Financier Semestriel as of June 30, 2013 (the "2013 Half-
Year Financial Report") which includes the English translation of the Half-Year Management Report
as of June 30, 2013 (the "2013 Half-Year Management Report"), the unaudited interim consolidated
condensed financial statements of the EDF Group as of June 30, 2013 (the "2013 Unaudited Interim
Condensed Consolidated Financial Statements") and the English translation of the Statutory
Auditors' Review Report on the First Half-Year Financial Information for 2013 (the "2013 Statutory
Auditors' Review Report");
-
The English translation of EDF's Document de Référence for the year ended December 31, 2012 filed
with the AMF on April 5, 2013 under number D.13-0304 (the "2012 Annual Report"), except for
Chapter 1 of the 2012 Annual Report relating to the declaration of responsibility of EDF's Chairman
regarding the content of the 2012 Annual Report. The 2012 Annual Report, an English language
translation of which is incorporated by reference herein, includes the audited consolidated financial
statements of the EDF Group for the year ended December 31, 2012 (the "2012 Consolidated
Financial Statements") and the English translation of the Statutory Auditors' Report on the 2012
Consolidated Financial Statements (the "2012 Statutory Auditors' Report") and incorporates by
reference therein the audited consolidated financial statements of the EDF Group for the year ended
December 31, 2011 (the "2011 Consolidated Financial Statements");
-
The English translation of EDF's Document de Référence for the year ended December 31, 2011 filed
with the AMF on April 10, 2012 under number D.12-0321 (the "2011 Annual Report"), except for
(i) Chapter 1 of the 2011 Annual Report relating to the declaration of responsibility of EDF's Chairman
regarding the content of the 2011 Annual Report and (ii) Chapter 13 of the 2011 Annual Report
relating to the financial outlook of the Group; and
-
The English translation of EDF's Statuts as of July 29, 2013 (the "Articles of Association").
The documents incorporated by reference in the June 2013 Half-Year Financial Report, the 2012 Annual
Report or the 2011 Annual Report are not incorporated by reference herein because they are not relevant for
investors.
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The documents incorporated by reference herein are available on EDF's website (www.edf.com) and the
website of the Luxembourg Stock Exchange (www.bourse.lu) and may be obtained free of charge during normal
business hours from EDF at 22-30 Avenue de Wagram, 75008, Paris, France, +33 (0)1 40 42 22 22. The
information incorporated by reference is considered to be part of this Listing Prospectus and should be read with
the same care. No materials from EDF's website or any other source other than those specifically identified
above are incorporated by reference into this Listing Prospectus.
Each document incorporated by reference herein is current only as of the date of such document, and the
incorporation by reference of such document shall not create any implication that there has been no change in
our affairs since the date thereof or that the information contained therein is current as of any time subsequent to
its date. Any statement contained in the documents incorporated by reference herein will be modified or
superseded for all purposes to the extent that a statement contained in this Listing Prospectus modifies or is
contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this
Listing Prospectus except as so modified or superseded.
For the purposes of the Prospectus Directive, information can be found in such documents incorporated by
reference or in this Listing Prospectus in accordance with the following cross-reference list. The information
incorporated by reference that is not included in the cross-reference list is considered as additional information
and is not required by the relevant schedules of the Prospectus Regulation.
CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE
Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
3.
SELECTED FINANCIAL INFORMATION
3.1.
Selected historical financial information regarding the issuer,
2013 Half-Year Management
presented, for each financial year for the period covered by the
Report (pages 7-8)
historical financial information, and any subsequent interim
2012 Annual Report, Chapter 3
financial period, in the same currency as the financial
(pages 6-7)
information.
The selected historical financial information must provide key
figures that summarise the financial condition of the issuer.
4. RISK
FACTORS
4.1.
Prominent disclosure of risk factors that may affect the issuer's
2012 Annual Report, Section 4.1
ability to fulfil its obligations under the securities to investors in (pages 10-32)
a Section headed "Risk Factors".
5.
INFORMATION ABOUT THE ISSUER
5.1.
History and development of the Issuer

5.1.1.
The legal and commercial name of the issuer.
2012 Annual Report, Chapter 5
(page 36)
5.1.2.
The place of registration of the issuer and its registration
2012 Annual Report, Chapter 5
number.
(page 36)
5.1.3.
The date of incorporation and the length of life of the issuer,
2012 Annual Report, Chapter 5
except where indefinite.
(page 36)
5.1.4.
The domicile and legal form of the issuer, the legislation under
2012 Annual Report, Chapter 5
which the issuer operates, its county of incorporation, and the
(page 36)
address and telephone number of its registered office (or
principal place of business if different from its registered office).
5.2.
Investments

5.2.2.
Information concerning the Issuer's principal future
2013 Unaudited Interim
investments, on which its management bodies have already
Consolidated Financial
made firm commitments.
Statements, pages 37-38
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Pages
Annex IV
Item No.

2012 Annual Report, Section
6.1.4 (page 45), Section 20 Note
44.1 (pages 350-54)
5.2.3.
Information regarding the anticipated sources of funds needed to 2013 Half-Year Management
fulfil commitments referred to in item 5.2.2.
Report, pages 35-39

2013 Unaudited Interim
Consolidated Financial
Statements, pages 37-38, 40
2012 Annual Report, Section 20
Note 44.1 (pages 350-54)
6. BUSINESS
OVERVIEW
6.1.
Principal activities

6.1.1.
A description of the issuer's principal activities stating the main 2012 Annual Report, Chapter 6
categories of products sold and/or services performed.
(page 42)
6.2.
Principal markets
2012 Annual Report, Chapter 6
Section 6.2.1.1.1 (page 46),
A brief description of the principal markets in which the issuer
Section 6.3 (pages 86-87)
competes.
7. ORGANISATIONAL
STRUCTURE
7.1.
If the issuer is part of a group, a brief description of the group
2012 Annual Report, Chapter 6
and of the issuer's position within it.
(page 42)

8. TREND
INFORMATION
8.2.
Information on any known trends, uncertainties, demands,
2013 Half-Year Management
commitments or events that are reasonably likely to have a
Report, pages 9-15
material effect on the issuer's prospects for at least the current
2012 Annual Report, Chapter 12
financial year.
(pages 210-211), Chapter 13
(page 212)
10.
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
10.1.
Names, business addresses and functions in the issuer of the
2012 Annual Report Chapter 14
following persons, and an indication of the principal activities
(pages 216-225) and Chapter 16
performed by them outside the issuer where these are significant (pages 236-240)
with respect to that issuer:
(a)
members of the administrative, management or
supervisory bodies; or
(b)
partners with unlimited liability, in the case of a limited
partnership with a share capital.
10.2.
Administrative, Management and Supervisory bodies conflicts
2012 Annual Report, Section 14.3
of interests
(page 226)
Potential conflicts of interest between any duties to the issuing
entity of the persons referred to in item 10.1 and their private
interests and/or other duties must be clearly stated. In the event
that there are no such conflicts, a statement to that effect.
11. BOARD
PRACTICES
11.1.
Details relating to the issuer's audit committee, including the
2012 Annual Report, Chapter 16
names of committee members and a summary of the terms of
(page 239) and Appendix A (page
reference under which the committee operates.
404)
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11.2.
A statement as to whether or not the issuer complies with its
2012 Annual Report, Chapter 16
country's of incorporation corporate governance regime(s). In
paragraph 16.1 (page 236)
the event that the issuer does not comply with such a regime, a
statement to that effect must be included together with an
explanation regarding why the issuer does not comply with such
regime.
12. MAJOR
SHAREHOLDERS
12.1.
To the extent known to the issuer, state whether the issuer is
2012 Annual Report, Chapter 18
directly or indirectly owned or controlled and by whom, and
(pages 260-261)
describe the nature of such control, and describe the measures in
place to ensure that such control is not abused.
12.2.
A description of any arrangements, known to the issuer, the
2012 Annual Report, Chapter 18
operation of which may at a subsequent date result in a change
(pages 260-261)
in control of the issuer.
13.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES
13.1.
Historical Financial Information
2012 Annual Report, Chapter 20
(pages 266-377), including:
Audited historical financial information covering the latest 2
financial years (or such shorter period that the issuer has been in 2012 Consolidated Income
operation), and the audit report in respect of each year. Such
Statements: page 268
financial information must be prepared according to Regulation 2012 Consolidated Balance
(EC) No 1606/2002, or if not applicable to a Member's State
Sheets: page 270
national accounting standards for issuers from the Community.
For third country issuers, such financial information must be
2012 Consolidated Cash Flow
prepared according to the international accounting standards
Statements: page 272
adopted pursuant to the procedure of Article 3 of Regulation
Notes to the 2012 Consolidated
(EC) No 1606/2002 or to a third country's national accounting
Financial Statements pages 274-
standards equivalent to these standards. If such financial
376
information is not equivalent to these standards, it must be
presented in the form of restated financial statements.
The most recent year's historical financial information must be
presented and prepared in a form consistent with that which will
be adopted in the issuer's next published annual financial
statements having regard to accounting standards and policies
and legislation applicable to such annual financial statements.
If the issuer has been operating in its sphere of economic
activity for less than one year, the audited historical financial
information covering that period must be prepared in accordance
with the standards applicable to annual financial statements
under the Regulation (EC) No 1606/2002, or if not applicable to
a Member States national accounting standards where the issuer
is an issuer from the Community. For third country issuers, the
historical financial information must be prepared according to
the international accounting standards adopted pursuant to the
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a
third country's national accounting standards equivalent to these
standards. This historical financial information must be audited.
If the audited financial information is prepared according to
national accounting standards, the financial information required
under this heading must include at least:
(a)
the balance sheet;
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(b) the
income
statement;
(c)
the cash flow statement; and
(d)
the accounting policies and explanatory notes.
The historical annual financial information must be
independently audited or reported on as to whether or not, for
the purposes of the registration document, it gives a true and fair
view, in accordance with auditing standards applicable in a
Member State or an equivalent standard.
13.2.
Financial statements
2012 Consolidated Financial
Statements, pages 1-118
If the issuer prepares both own and consolidated financial
statements, include at least the consolidated financial statements 2012 Annual Report, Chapter 20
in the registration document.
(pages 266-377)
13.3.
Auditing of historical and annual financial information

13.3.1.
A statement that the historical financial information has been
2012 Statutory Auditors Report,
audited. If audit reports on the historical financial information
pages 1-5
have been refused by the statutory auditors or if they contain
2012 Annual Report, Section 20.2
qualifications or disclaimers, such refusal qualifications or
(pages 366-367)
disclaimers must be reproduced in full and the reasons given.
13.3.2.
An indication of other information in the registration document
2012 Annual Report, Appendix B
which has been audited by the auditors.
(page 416), Appendix C (pages
417-418)
13.4.
Age of latest financial information

13.4.1.
The last year of audited financial information may not be older
2012 Consolidated Financial
than 18 months from the date of the registration document.
Statements, pages 1-118
2012 Annual Report, Chapter 20
(pages 266-377)
13.5.
Interim and other financial information

13.5.1.
If the Issuer has published quarterly or half yearly financial
2013 Unaudited Interim
information since the date of its last audited financial
Consolidated Financial
statements, these must be included in the registration document. Statements, including:
If the quarterly or half yearly financial information has been
2013 Unaudited Interim
reviewed or audited the audit or review report must also be
Consolidated Income Statements:
included. If the quarterly or half yearly financial information is page 2
un-audited or has not been reviewed state that fact.
2013 Unaudited Interim
Consolidated Balance Sheets:
page 4
2013 Unaudited Interim
Consolidated Cash Flow
Statements: page 5
2013 Unaudited Interim
Consolidated Income Statements:
pages 7-40
13.5.2.
If the registration document is dated more than nine months
2013 Half-Year Management
after the end of the last audited financial year, it must contain
Report
interim financial information, covering at least the first six
2013 Unaudited Interim
months of the financial year. If the interim financial information Consolidated Financial
is un-audited state the fact.
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Pages
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The interim financial information must include comparative
Statements
statements for the same period in the prior financial year, except
that the requirement for comparative balance sheet information
may be satisfied by presenting the years end balance sheet.
13.6.
Legal and arbitration proceedings
2013 Half-Year Management
Report, pages 48-53
Information on any governmental, legal or arbitration
proceedings (including any such proceedings which are pending 2013 Unaudited Interim
or threatened of which the issuer is aware), during a period
Consolidated Financial
covering at least the previous 12 months which may have, or
Statements, page 33
have had in the recent past, significant effects on the issuer
2012 Annual Report, Section 20.5
and/or group's financial position or profitability, or provide an
(pages 369-376)
appropriate negative statement.
2012 Consolidated Financial
Statements, pages 105-108
13.7.
Significant change in the issuer's financial or trading
2013 Unaudited Interim
position
Consolidated Financial
Statements, page 40
A description of any significant change in the financial or
trading position of the group which has occurred since the end
of the last financial period for which either audited financial
information or interim financial information have been
published, or an appropriate negative statement.
14.
ADDITIONAL INFORMATION
14.1.
Share Capital

14.1.1.
The amount of the issued capital, the number and classes of the
2013 Unaudited Interim
shares of which it is composed with details of their principal
Consolidated Financial
characteristics, the part of the issued capital still to be paid up,
Statements, page 26
with an indication of the number, or total nominal value, and
2012 Annual Report, Chapter 18
type of the shares not yet fully paid up, broken down where
(pages 260-261); Chapter 21
applicable according to the extent to which they have been paid (pages 380-384)
up.
14.2.
Memorandum and Articles of Association

14.2.1.
The register and the entry number therein, if applicable, and a
2012 Annual Report, Section
description of the Issuer's objects and purposes and where they
21.2.1 (pages 384-385) ; Articles
can be found in the memorandum and articles of association.
of Association, Article 2
15. MATERIAL
CONTRACTS
15.1.
A brief summary of all material contracts that are not entered
2012 Annual Report, Chapter 22
into in the ordinary course of the issuer's business, which could (page 388)
result in any group member being under an obligation or
entitlement that is material to the issuer's ability to meet its
obligation to security holders in respect of the securities being
issued.
16.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS
OF ANY INTEREST
16.1.
Where a statement or report attributed to a person as an expert is 2012 Annual Report, Chapter 23
included in the Registration Document, provide such person's
(page 389)
name, business address, qualifications and material interest if
any in the issuer. If the report has been produced at the issuer's
request, a statement to that effect that such statement or report is
included, in the form and context in which it is included, with
the consent of that person who has authorized the contents of
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Pages
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