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

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case, at the option of the relevant Noteholder (as defined in "Terms and Conditions of the Notes — Form, Denomination(s), Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders. Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached, on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Bearer Notes") upon certification as to non U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Summary") intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined herein) of Notes will be set out in the Final Terms. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. This Base Prospectus, any documents incorporated by reference herein, any supplements thereto (if any) and, so long as Notes are admitted to trading on any Regulated Market in accordance with Directive 2003/71/EC of 4 November 2003, the Final Terms relating to such Notes can be obtained free of charge from the registered office of the Issuer and will also be published on the websites of the Issuer (www.edf.com) and the AMF (www.amf-france.org) and can be obtained free of charge from the registered office of the Issuer. Arranger for the Programme BNP PARIBAS BNP PARIBAS Dealers Crédit Agricole CIB Société Générale Corporate & Investment Banking The date of this Base Prospectus is 1 June 2012.
This Base Prospectus (together with any supplements to this Base Prospectus published from time to time, each a "Supplement" and, together, the "Supplements") constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Prospectus Directive") to the extent that such amendments have been implemented in a Member State of the European Economic Area) (herein referred to as the "Prospectus Directive"), and for the purposes of giving information, with regard to the Issuer and its fully consolidated subsidiaries (the "EDF Group") and the Notes, which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attached to the Notes. This Base Prospectus should be read and construed in conjunction with any Supplement thereto and with any other documents incorporated by reference (see "Documents Incorporated by Reference"), each of which shall be incorporated in and form part of this Base Prospectus and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms, the Base Prospectus and the Final Terms being together, the "Prospectus". The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import and the Issuer accepts responsibility accordingly. No person has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Dealers or the Arranger. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuer since the date thereof or, as the case may be, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. No action - 3 -
Page 1: €30,000,000,000 EURO MEDIUM TERM
Page 5 and 6: amended, all references to "U.S.$",
Page 7 and 8: SUMMARY This summary (the "Summary"
Page 9 and 10: Summary Year Ended 31 December 2011
Page 11 and 12: Summary Currencies Status Negative
Page 13 and 14: Summary listed and admitted to trad
Page 15 and 16: Summary risk of a change of law Th
Page 17 and 18: Résumé intentée devant un tribun
Page 19 and 20: Résumé Permanents" désigne les
Page 21 and 22: Résumé Pledge) sera prévue. Cas
Page 23 and 24: Résumé l'émission indiqueront si
Page 25 and 26: Résumé ladite directive. les ris
Page 27 and 28: Risk Factors The Issuer may from ti
Page 29 and 30: Risk Factors withholding tax. If a
Page 31 and 32: Risk Factors any of the currencies
Page 33 and 34: Risk Factors Notes issued at a subs
Page 35 and 36: Risk Factors foreign exchange and o
Page 37 and 38: Risk Factors Risks associated with
Page 39 and 40: Risk Factors Risks associated with
Page 41 and 42: Risk Factors and critical infrastru
Page 43 and 44: Risk Factors Hydropower generation
Page 45 and 46: Risk Factors Increased competition
Page 47 and 48: Risk Factors Furthermore, available
Page 49 and 50: Risk Factors managed pension funds
Page 51 and 52: 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
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DESCRIPTION DE L'EMETTEUR (DESCRIPT
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Description de l'Emetteur Les activ
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Description de l'Emetteur (2) Donn
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RECENT EVENTS 1. EDF's Credit Ratin
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Recent Events The launch of this fu
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Recent Events The Group was able to
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Recent Events Q1 2012 highlights (a
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Recent Events • EDF joins the FTS
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Recent Events sector. This agreemen
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Form of Final Terms implemented in
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Form of Final Terms 7. [(i) Issue D
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Form of Final Terms (vi) Party resp
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Form of Final Terms (ii) Calculatio
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Form of Final Terms (iii) Notice pe
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Form of Final Terms consequences (i
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Form of Final Terms 39. Non Exempt
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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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