Under the Euro Medium Term Note Programme ... - Finance - EDF

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Terms and Conditions of the Notes 8. Taxation Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation becomes effective on or after the issue date of the relevant RMB Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation). RMB Dealer means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong. Spot Rate means the spot U.S. dollar/RMB exchange rate for the purchase of U.S. dollars with RMB in the over-the-counter Renminbi exchange market in Hong Kong for settlement in two Business Days, as determined by the Calculation Agent in good faith and in a commercially reasonable manner at or around 11.00 a.m. (Hong Kong time) on the date of determination, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent in good faith and in a commercially reasonable manner will determine the Spot Rate at or around 11:00 a.m. (Hong Kong time) on the date of determination as the most recently available U.S. dollar/RMB official fixing rate for settlement in two FX Business Days reported by The State Administration of Foreign Exchange of the PRC, which is reported on Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate. The Calculation Agent will not be responsible or liable to the Issuer or any holder of the Notes for any determination of any Spot Rate determined in accordance with this provision in the absence of its own gross negligence, bad faith or wilful misconduct. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 7 by the Calculation Agent, will (in the absence of manifest error) be binding on the Issuer, the Paying Agents and all Noteholders. (a) Tax exemption: unless otherwise specified in the Final Terms, all payments of principal, interest and other revenues by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within -100 -
Terms and Conditions of the Notes France or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. (b) Additional Amounts: If French law should require that payments of principal or interest in respect of any Note, Receipt or Coupon be subject to deduction or withholding in respect of any present or future taxes or duties whatsoever, the Issuer will, to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Noteholders or, if applicable, the Receiptholders and the Couponholders, as the case may be, of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon, as the case may be: (i) (ii) (iii) Other connection: to, or to a third party on behalf of, a Noteholder or, if applicable, a Receiptholder or Couponholder, as the case may be, who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with the Republic of France other than the mere holding of the Note, Receipt or Coupon; or Presentation more than 30 days after the Relevant Date: in the case of Materialised Notes, more than 30 days after the Relevant Date except to the extent that the Noteholder or, if applicable, a Receiptholder or Couponholder, as the case may be, would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day; or Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC of 3 June 2003 or any EU Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) Payment by another Paying Agent: in respect of Definitive Materialised Notes in bearer form, presented for payment by or on behalf of a holder of any Note, Receipt or Coupon, as the case may be, who would be able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the EU. As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or, in the case of Materialised Notes (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note, Receipt -101 -
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€30,000,000,000 EURO MEDIUM TERM
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This Base Prospectus (together with
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amended, all references to "U.S.$",
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SUMMARY This summary (the "Summary"
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Summary Year Ended 31 December 2011
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Summary Currencies Status Negative
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Summary listed and admitted to trad
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Summary risk of a change of law Th
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Résumé intentée devant un tribun
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Résumé Permanents" désigne les
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Résumé Pledge) sera prévue. Cas
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Résumé l'émission indiqueront si
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Résumé ladite directive. les ris
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Risk Factors The Issuer may from ti
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Risk Factors withholding tax. If a
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Risk Factors any of the currencies
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Risk Factors Notes issued at a subs
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Risk Factors foreign exchange and o
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Risk Factors Risks associated with
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Risk Factors Risks associated with
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Risk Factors and critical infrastru
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Risk Factors Hydropower generation
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Risk Factors Increased competition
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Risk Factors Furthermore, available
Page 49 and 50: Risk Factors managed pension funds
Page 51 and 52: Risk Factors A serious nuclear acci
Page 53 and 54: Risk Factors modifications to all o
Page 55 and 56: Risk Factors A decision by the Fren
Page 57 and 58: Risk Factors materials and waste co
Page 59 and 60: Risk Factors In the field of nuclea
Page 61 and 62: Risk Factors commercial and industr
Page 63 and 64: Risk Factors However, it cannot gua
Page 65 and 66: DOCUMENTS INCORPORATED BY REFERENCE
Page 67 and 68: Documents incorporated by reference
Page 69 and 70: SUPPLEMENT TO THE BASE PROSPECTUS I
Page 71 and 72: Temporary Global Certificates issue
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Page 111 and 112: DESCRIPTION OF THE ISSUER Detailed
Page 113 and 114: Description of the Issuer The EDF G
Page 115 and 116: Description of the Issuer Non-curre
Page 117 and 118: DESCRIPTION DE L'EMETTEUR (DESCRIPT
Page 119 and 120: Description de l'Emetteur Les activ
Page 121 and 122: Description de l'Emetteur (2) Donn
Page 123 and 124: RECENT EVENTS 1. EDF's Credit Ratin
Page 125 and 126: Recent Events The launch of this fu
Page 127 and 128: Recent Events The Group was able to
Page 129 and 130: Recent Events Q1 2012 highlights (a
Page 131 and 132: Recent Events • EDF joins the FTS
Page 133 and 134: Recent Events sector. This agreemen
Page 135 and 136: Form of Final Terms implemented in
Page 137 and 138: Form of Final Terms 7. [(i) Issue D
Page 139 and 140: Form of Final Terms (vi) Party resp
Page 141 and 142: Form of Final Terms (ii) Calculatio
Page 143 and 144: Form of Final Terms (iii) Notice pe
Page 145 and 146: Form of Final Terms consequences (i
Page 147 and 148: Form of Final Terms 39. Non Exempt
Page 149 and 150: Form of Final Terms September 2009,
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Form of Final Terms [(i) Reasons fo
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Form of Final Terms Return on deriv
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Form of Final Terms 13. [PLACING AN
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Form of Final Terms Description of
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TAXATION Payments of interest and r
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Taxation 1.2 Legal entities liable
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Taxation For these purposes, the te
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Taxation In addition, interest and
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Subscription and Sale The Notes are
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Subscription and Sale The Republic
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Subscription and Sale Section 274 o
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GENERAL INFORMATION 1. Application
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General Information For so long as
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VISA OF THE AUTORITÉ DES MARCHÉS
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VISA DE L'AUTORITE DES MARCHES FINA
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LEGAL ADVISERS To the Issuer Hogan
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Under the Euro Medium Term Note Programme ... - Finance - EDF

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