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

Risk Factors
commercial and industrial business, and which must adapt to a rapidly changing
environment. A failure of one of these systems could have significant adverse consequences
for the EDF Group. In particular, the EDF Group’s activities may be adversely affected if the
information systems in place, to be put in place or to be adapted following full liberalisation of
the market are not sufficiently reliable or productive.
Lastly, in general, the EDF Group cannot guarantee that the policy of reinforcing information
backup systems will not meet with technical deployment difficulties and/or delays in
implementation, which could, in the event of a serious incident, have a significant adverse
impact on the EDF Group’s business, financial results and financial position.
EDF is controlled by the French government, which is its majority shareholder
Pursuant to the Article L.111-67 of Energy Code, the French government is EDF’s principal
shareholder and must retain ownership of at least 70% of its share capital. Under French
law, a majority shareholder controls most corporate decisions, including resolutions that must
be adopted by general meetings (in particular, the appointment and dismissal of members of
the Board of Directors, the distribution of dividends and amendments to the articles of
association). In addition, the legal restriction on dilution of the French government’s stake
may limit EDF’s capacity to access capital markets or carry out external growth transactions.
A non-negligible share of the EDF Group’s workforce is employed by organisations
common to EDF and GDF Suez. Therefore, the EDF Group depends in part on
management mechanisms set up in these joint structures
A significant number of persons who work for the EDF Group are employed by organisations
common to EDF and GDF Suez (almost all by the joint department of ERDF and GrDF, the
two distribution subsidiaries of the EDF and GDF Suez groups). Therefore, certain decisions
made within these joint organisations can have an impact on EDF, in particular on costs and
on the manner in which its resources are managed. Furthermore, EDF and GDF Suez may
have divergent interests or views concerning these joint structures, which may have a
negative impact on the EDF Group’s labour relations, financial results and financial position.
The EDF Group may not hold majority control or may share control of some of its
subsidiaries and affiliates
Certain EDF Group activities are or, in the future, may be exercised within other entities in
which the EDF Group shares control, or in which the EDF Group is a minority shareholder. In
such situations, the EDF Group may face deadlocks when partners disagree, or decisions
contrary to its interests could be made, which could limit the EDF Group’s ability to
implement the strategies it has defined, and thus have an adverse effect on its activities,
financial results, financial position and outlook.
The EDF Group could be forced to initiate a tender offer against listed companies in
which it holds or may come to hold an equity interest
The EDF Group holds or may acquire interests in listed companies subject to laws that may,
under certain conditions, compel any person exceeding certain thresholds of capital
ownership to initiate a tender offer against all outstanding shares. Therefore, the EDF Group
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