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

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Subscription and Sale obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (d) Other exempt offers: in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Selling Restrictions Addressing Additional United Kingdom Securities Laws Each Dealer has represented and agreed that: (a) (b) (c) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer; it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. -168 -
Subscription and Sale The Republic of France Each Dealer has represented and agreed that: (a) Offer to the public in France: it has only made and will only make an offer of Notes to the public (offre au public de titres financiers) in France and it has distributed or caused to be distributed and will distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes in the period beginning on the date of publication of the Base Prospectus in relation to those Notes which has been approved by the Autorité des Marchés Financiers ("AMF") in France or, where appropriate, when approved in another Member State of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC on the date of notification to the AMF in France, and ending at the latest on the date which is 12 months after the date of approval of the Base Prospectus all in accordance with articles L.412-1 and L.621-8 of the French Code monétaire et financier and the Règlement général of the AMF; or (b) Private placement It has represented and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes and such offers, sales and distributions have been and will be made in France only to qualified investors (investisseurs qualifiés) and to a restricted circle of investors (cercle restreint d'investisseurs), provided that such investors are acting for their own account and to persons providing portfolio management financial services (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), all as defined and in accordance with Articles L. 411-1, L.411-2, D.411-1 to D. 411-4, D.734-1, D.744-1, D.754-1 and D. 764-1 of the French Code monétaire et financier. As specified in the relevant Final Terms, an offer of Notes to the public in France referred to in (a) above may or may not exclude specific categories of investors. If necessary, these selling restrictions will be amended in the relevant Final Terms. Japan The Notes have not been and will not be registered under the Financial Notes and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law"). Accordingly, each of the Dealers has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan or to others for reoffering or resale, directly or indirectly, in Japan or to any resident of Japan except in circumstances -169 -
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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
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Description of the Issuer The EDF G
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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 and 164: Taxation For these purposes, the te
Page 165 and 166: Taxation In addition, interest and
Page 167: Subscription and Sale The Notes are
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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