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

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has been taken by the Issuer, the Dealers or the Arranger which would permit a public offering of any Notes or distribution of this Base Prospectus in any such jurisdiction where action for that purpose is required. Accordingly no Notes may be offered or sold, directly or indirectly and neither this Base Prospectus nor any Final Terms or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and may include Notes in bearer form which are subject to U.S. tax law requirements. Under United States legislation, subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer. In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the Final Terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or overallotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with applicable laws and rules. In addition, liquidity provider(s) may be appointed in connection with the issue of any Tranche, in which case the applicable Final Terms will include all relevant details regarding the entity (ies) which have a firm commitment to act as intermediary (ies) in secondary trading. All references in this Base Prospectus to "€", "EUR" and "Euro" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as - 4 -
amended, all references to "U.S.$", "U.S. dollars", "United States dollars" and "USD" are to the lawful currency of the United States of America and references to "Renminbi" or "RMB" are to the currency of the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan (the "PRC"). FORWARD-LOOKING STATEMENTS This Base Prospectus may contain certain statements that are forward-looking including statements with respect to the Issuer’s business strategies, expansion and growth of operations, trends in its business, competitive advantage, and technological and regulatory changes, information on exchange rate risk and generally includes all statements preceded by, followed by or that include the words "believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Potential investors are cautioned not to place undue reliance on forwardlooking statements, which speak only as of the date hereof. - 5 -
Page 1 and 2: €30,000,000,000 EURO MEDIUM TERM
Page 3: This Base Prospectus (together with
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
Page 53 and 54: 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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