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

Risk Factors
withholding tax. If a withholding tax is imposed on a payment made by a paying agent, the
Issuer will be required to maintain a paying agent in a Member State that will not be obliged
to withhold or deduct tax pursuant to the Directive.
The European Commission has proposed a number of changes to the Directive which have
been adopted by the European Parliament. The European Parliament adopted an amended
version of this proposal on 24 April 2009. If any of these proposed changes are made in
relation to the Directive, they may amend or broaden the scope of the requirements
described above. Investors who are in doubt as to their position should consult their
professional advisors.
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a
single assembly of holders (the "Assembly") in the event of the opening in France of a
preservation procedure (procédure de sauvegarde), accelerated financial safeguard
(procédure de sauvegarde financière accélérée) or a judicial reorganisation procedure
(procédure de redressement judiciaire) of the Issuer, in order to defend their common
interests.
The Assembly comprises holders of all debt securities issued by the Issuer (including the
Notes), whether or not under a debt issuance programme (EMTN) and regardless of their
governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft
accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée) or
judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and
may further agree to:
increase the liabilities (charges) of holders of debt securities (including the Noteholders)
by rescheduling and/or writing-off debts;
establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or
decide to convert debt securities (including the Notes) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of
the debt securities held by the holders attending such Assembly or represented thereat). No
quorum is required on convocation of the Assembly.
For the avoidance of doubt, the provisions relating to the Representation of the Noteholders
described in this Base Prospectus will not be applicable in these circumstances.
No active secondary/trading market for the Notes
Notes issued under the Programme will be new securities which may not be widely
distributed and for which there may be no active trading market. If the Notes are traded after
their initial issuance, they may trade at a discount to their initial offering price, depending
upon prevailing interest rates, the market for similar securities, general economic conditions
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