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

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TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES Temporary Global Certificates A Temporary Global Certificate, without interest Coupons, will initially be issued in connection with Materialised Bearer Notes. Upon the initial deposit of such Temporary Global Certificate with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary"), Euroclear or Clearstream, Luxembourg will credit the accounts of each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid. The Common Depositary may also credit with a nominal amount of Notes the accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, a nominal amount of Notes that is initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems. Exchange Each Temporary Global Certificate issued in respect of Notes will be exchangeable, free of charge to the holder, on or after its Exchange Date (as defined below): (i) (ii) if the relevant Final Terms indicate that such Temporary Global Certificate is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable 12 , in whole, but not in part, for the Definitive Materialised Bearer Notes; and otherwise, in whole but not in part upon certification as to non-U.S. beneficial ownership (a form of which shall be available at the specified offices of any of the Paying Agents) for Definitive Materialised Bearer Notes. Delivery of Definitive Materialised Bearer Notes On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender such Temporary Global Certificate to or to the order of the Fiscal Agent. In exchange for any Temporary Global Certificate, the Issuer will deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Materialised Bearer Notes. 12 The Hiring Incentives to Restore Employment Act of 2010 (the "HIRE Act”)") repealed the TEFRA C rules and TEFRA D rules for Notes issued after 18 March 2012. Based on Notice 2012-20, the US Department of Treasury and the US Internal Revenue Service intend to provide in future regulations that rules identical to the TEFRA C rules and TEFRA D rules will apply for purposes of establishing an exemption from the excise tax under Section 4701 of the US Internal Revenue Code. Consequently, Materialised Bearer Notes issued after 18 March 2012 in accordance with the TEFRA C rules or TEFRA D rules should continue to be treated as "foreign targeted obligations" that are exempt from the excise tax. -70 -
Temporary Global Certificates issued in respect of Material Bearer Notes In this Base Prospectus, "Definitive Materialised Bearer Notes" means, in relation to any Temporary Global Certificate, the Definitive Materialised Bearer Notes for which such Temporary Global Certificate may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Temporary Global Certificate and a Talon). Definitive Materialised Bearer Notes will be security printed in accordance with any applicable legal and Regulated Market requirements. Forms of such Definitive Bearer Materialised Notes shall be available at the specified offices of any of the Paying Agent(s). Exchange Date "Exchange Date" means, in relation to a Temporary Global Certificate, the day falling after the expiry of 40 days after its issue date, provided that, in the event any further Materialised Notes are issued prior to such day pursuant to Condition 14(a), the Exchange Date for such Temporary Global Certificate shall be postponed to the day falling after the expiry of 40 days after the issue of such further Materialised Notes. -71 -
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€30,000,000,000 EURO MEDIUM TERM
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This Base Prospectus (together with
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amended, all references to "U.S.$",
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SUMMARY This summary (the "Summary"
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Summary Year Ended 31 December 2011
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Summary Currencies Status Negative
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Summary listed and admitted to trad
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Summary risk of a change of law Th
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Résumé intentée devant un tribun
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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
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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
Page 55 and 56: Risk Factors A decision by the Fren
Page 57 and 58: Risk Factors materials and waste co
Page 59 and 60: Risk Factors In the field of nuclea
Page 61 and 62: Risk Factors commercial and industr
Page 63 and 64: Risk Factors However, it cannot gua
Page 65 and 66: DOCUMENTS INCORPORATED BY REFERENCE
Page 67 and 68: Documents incorporated by reference
Page 69: SUPPLEMENT TO THE BASE PROSPECTUS I
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Page 111 and 112: DESCRIPTION OF THE ISSUER Detailed
Page 113 and 114: Description of the Issuer The EDF G
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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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