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

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Risk Factors<br />

In general, <strong>Euro</strong>pean regulated investors are restricted under Regulation (EC) No 1060/2009<br />

of <strong>the</strong> <strong>Euro</strong>pean Parliament and of <strong>the</strong> Council dated 16 September 2009, as amended by<br />

Regulation (EU) No 513/2011 of <strong>the</strong> <strong>Euro</strong>pean Parliament and of <strong>the</strong> Council dated 11 May<br />

2011 (<strong>the</strong> "CRA Regulation")) from using credit ratings for regulatory purposes, unless such<br />

ratings are issued by a credit rating agency established in <strong>the</strong> EU and registered under <strong>the</strong><br />

CRA Regulation (and such registration has not been withdrawn or suspended), subject to<br />

transitional provisions that apply in certain circumstances whilst <strong>the</strong> registration application is<br />

pending. Such general restriction will also apply in <strong>the</strong> case of credit ratings issued by non-<br />

EU credit rating agencies, unless <strong>the</strong> relevant credit ratings are endorsed by an EUregistered<br />

credit rating agency or <strong>the</strong> relevant non-EU rating agency is certified in<br />

accordance with <strong>the</strong> CRA Regulation (and such endorsement action or certification, as <strong>the</strong><br />

case may be, has not been withdrawn or suspended).<br />

The relevant Final <strong>Term</strong>s will specify whe<strong>the</strong>r or not such credit ratings are issued by a credit<br />

rating agency established in <strong>the</strong> <strong>Euro</strong>pean Union, and whe<strong>the</strong>r or not <strong>the</strong> relevant credit<br />

rating agency is registered (or has applied for registration) under <strong>the</strong> CRA Regulation and is<br />

included in <strong>the</strong> list of registered credit rating agencies published on <strong>the</strong> website of <strong>the</strong><br />

<strong>Euro</strong>pean Securities and Markets Authority (www.esma.europa.eu).<br />

Taxation<br />

Potential purchasers and sellers of <strong>the</strong> <strong>Note</strong>s should be aware that <strong>the</strong>y may be required to<br />

pay taxes or o<strong>the</strong>r documentary charges or duties in accordance with <strong>the</strong> laws and practices<br />

of <strong>the</strong> country where <strong>the</strong> <strong>Note</strong>s are transferred or o<strong>the</strong>r jurisdictions. In some jurisdictions, no<br />

official statements of <strong>the</strong> tax authorities or court decisions may be available for innovative<br />

financial instruments such as <strong>the</strong> <strong>Note</strong>s. Potential investors are advised not to rely upon <strong>the</strong><br />

tax summary contained in this Base Prospectus and/or in <strong>the</strong> Final <strong>Term</strong>s but to ask for <strong>the</strong>ir<br />

own tax adviser's advice on <strong>the</strong>ir individual taxation with respect to <strong>the</strong> acquisition, sale and<br />

redemption of <strong>the</strong> <strong>Note</strong>s. Only <strong>the</strong>se advisors are in a position to duly consider <strong>the</strong> specific<br />

situation of <strong>the</strong> potential investor. This investment consideration has to be read in connection<br />

with <strong>the</strong> taxation sections of this Base Prospectus and <strong>the</strong> additional tax sections, if any,<br />

contained in <strong>the</strong> relevant Final <strong>Term</strong>s.<br />

EU Savings Directive<br />

On 3 June 2003, <strong>the</strong> <strong>Euro</strong>pean Council of Economics and <strong>Finance</strong> Ministers adopted a<br />

directive 2003/48/EC regarding <strong>the</strong> taxation of savings income in <strong>the</strong> form of interest<br />

payments (<strong>the</strong> "Directive"). The Directive requires Member States, subject to a number of<br />

conditions being met, to provide to <strong>the</strong> tax authorities of o<strong>the</strong>r Member States details of<br />

payments of interest and o<strong>the</strong>r similar income made by a paying agent located within its<br />

jurisdiction to an individual resident in that o<strong>the</strong>r Member State, except that, for a transitional<br />

period, Luxembourg and Austria will instead withhold an amount on interest payments unless<br />

<strong>the</strong> relevant beneficial owner of such payment elects o<strong>the</strong>rwise and authorises <strong>the</strong> paying<br />

agent to disclose <strong>the</strong> above information (see "Taxation - EU Taxation").<br />

If a payment were to be made or collected through a Member State which has opted for a<br />

withholding system and an amount of, or in respect of, tax were to be withheld from that<br />

payment, nei<strong>the</strong>r <strong>the</strong> Issuer nor any paying agent nor any o<strong>the</strong>r person would be obliged to<br />

pay additional amounts with respect to any <strong>Note</strong> as a result of <strong>the</strong> imposition of such<br />

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