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

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Taxation provisions of an applicable tax treaty), by virtue of Article 125 A III of the French General Tax Code. Furthermore, interest and other revenues on such Notes may not be deductible from the Issuer's taxable income, if they are paid or accrued to persons domiciled or established in a Non-Cooperative State or paid in such a Non-Cooperative State. Under certain conditions, any such non-deductible interest and other revenues may be recharacterised as constructive dividends pursuant to Article 109 of the French General Tax Code, in which case such non-deductible interest and other revenues may be subject to the withholding tax set out under Article 119 bis of the French general tax code, at a rate of 30 per cent. or 55 per cent. Notwithstanding the foregoing, the Law provides that neither the 50 per cent. withholding tax set out under Article 125 A III of the French General Tax Code nor the non-deductibility will apply in respect of a particular issue of Notes if the Issuer can prove that the principal purpose and effect of such issue of Notes was not that of allowing the payments of interest or other revenues to be made in a Non-Cooperative State (the "Exemption"). Pursuant to the ruling (rescrit) n°2010/11 (FP and FE) of the French tax authorities dated 22 February 2010 and the French tax authorities' guidelines n°14-A-5-12 dated 10 May 2012, an issue of Notes will benefit from the Exemption without the Issuer having to provide any proof of the purpose and effect of such issue of Notes if such Notes are: (i) offered by means of a public offer within the meaning of Article L.411-1 of the French Monetary and Financial Code or pursuant to an equivalent offer in a State which is not a Non-Cooperative State. For this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority; or (ii) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market operator or an investment services provider, or by such other similar foreign entity, provided further that such market operator, investment services provider or entity is not located in a Non- Cooperative State; or (iii) admitted, at the time of their issue, to the clearing operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the French Code Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Payments of interest and other revenues with respect to Notes which are assimilated (assimilables for the purpose of French law) and form a single series with Notes issued before 1 March 2010 with the benefit of Article 131 quater of the French General Tax Code, will be exempt from the withholding tax set out under Article 125 A III of the French General Tax Code. -164 -
Taxation In addition, interest and other revenues paid by the Issuer on Notes which are to be assimilated (assimilables for the purpose of French law) and form a single series with Notes issued before 1 March 2010 will not be subject to the withholding tax set out in Article 119 bis of the French General Tax Code solely on account of their being paid in a Non-Cooperative State or accrued or paid to persons established or domiciled in a Non-Cooperative State. The tax regime applicable to the Notes which do not benefit from the Exemption will be set out in the relevant Final Terms. 3. PRC Taxation The holders of RMB Notes who are not resident in the PRC for PRC tax purposes will not be subject to withholding tax, income tax or any other taxes or duties imposed by any governmental authority in the PRC in respect of their RMB Notes or any repayment of principal and payment of interest made thereon. See "Terms and Conditions of the Notes – Condition 8 – Taxation". -165 -
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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
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Risk Factors managed pension funds
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Risk Factors A serious nuclear acci
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Risk Factors modifications to all o
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Risk Factors A decision by the Fren
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Risk Factors materials and waste co
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Risk Factors In the field of nuclea
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Risk Factors commercial and industr
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Risk Factors However, it cannot gua
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DOCUMENTS INCORPORATED BY REFERENCE
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Documents incorporated by reference
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SUPPLEMENT TO THE BASE PROSPECTUS I
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Temporary Global Certificates issue
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Terms and Conditions of the Notes o
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Terms and Conditions of the Notes (
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Terms and Conditions of the Notes b
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Terms and Conditions of the Notes i
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Terms and Conditions of the Notes "
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Terms and Conditions of the Notes "
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Terms and Conditions of the Notes u
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Terms and Conditions of the Notes t
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Terms and Conditions of the Notes e
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Terms and Conditions of the Notes p
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Terms and Conditions of the Notes t
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Terms and Conditions of the Notes P
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Terms and Conditions of the Notes m
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Terms and Conditions of the Notes F
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Terms and Conditions of the Notes L
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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,
Page 151 and 152: Form of Final Terms [(i) Reasons fo
Page 153 and 154: Form of Final Terms Return on deriv
Page 155 and 156: Form of Final Terms 13. [PLACING AN
Page 157 and 158: Form of Final Terms Description of
Page 159 and 160: TAXATION Payments of interest and r
Page 161 and 162: Taxation 1.2 Legal entities liable
Page 163: Taxation For these purposes, the te
Page 167 and 168: Subscription and Sale The Notes are
Page 169 and 170: Subscription and Sale The Republic
Page 171 and 172: Subscription and Sale Section 274 o
Page 173 and 174: GENERAL INFORMATION 1. Application
Page 175 and 176: General Information For so long as
Page 177 and 178: VISA OF THE AUTORITÉ DES MARCHÉS
Page 179 and 180: VISA DE L'AUTORITE DES MARCHES FINA
Page 181: LEGAL ADVISERS To the Issuer Hogan
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Under the Euro Medium Term Note Programme ... - Finance - EDF

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