Bond Electricite de France (EDF) 5.25% ( USF2893TAF33 ) in USD

Electricite de France (EDF)

100 % ▲

France

USF2893TAF33 ( in USD )

5.25% per year ( payment 2 times a year)

Perpetual - Bond has expired

Prospectus brochure of the bond Electricite de France (EDF) USF2893TAF33 in USD 5.25%, expired

100 000 USD

3 000 000 000 USD

F2893TAF3

BB- ( Non-investment grade speculative )

N/A

EDF is a French multinational electric utility company, primarily involved in the generation, transmission, and distribution of electricity in France and internationally.

The Bond issued by Electricite de France (EDF) ( France ) , in USD, with the ISIN code USF2893TAF33, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Electricite de France (EDF) ( France ) , in USD, with the ISIN code USF2893TAF33, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

LISTING PROSPECTUS

EDF S.A.
$3,000,000,000
Reset Perpetual Subordinated Notes
_______________

The Notes will bear interest (i) from, and including, January 29, 2013, to but excluding, January 29, 2023 (the "First Reset
Date"), at a fixed rate of 5.250 percent per annum, payable semi-annually in arrears on January 29 and July 29 of each year (the
"interest payment dates") with the first such interest payment date on July 29, 2013, and (ii) thereafter in respect of each
successive ten-year period, the first such period commencing on, and including, the First Reset Date, at a reset rate calculated on
the basis of the mid swap rates for USD swap transactions with a maturity of ten years plus a margin, payable semi-annually in
arrears on the interest payment dates of each year. See "Description of Notes--Interest Rates and Interest Amount."
The Issuer, at its option, may elect to defer payment of interest on the Notes on any interest payment date, and such
deferred payments of interest will only become due and payable in certain limited circumstances. See "Description of Notes--
Option to Defer Interest."
The Notes are undated obligations of the Issuer and have no fixed maturity date. The Issuer has the right to redeem the
Notes in whole, but not in part, at a price equal to their principal amount plus accrued and unpaid interest, if any, on January 29,
2023 or on any interest payment date thereafter. The Issuer may also redeem the Notes, in whole, but not in part, upon the
occurrence of an Accounting Event, Rating Methodology Event, Substantial Repurchase Event, Tax Gross-Up Event,
Withholding Tax Event, or a Tax Deductibility Event (each as described herein). See "Description of Notes--Redemption."
The Notes are deeply subordinated obligations (titres subordonnés de dernier rang) of the Issuer and its most junior debt
instruments, ranking pari passu among themselves and with all of the Issuer's other present and future deeply subordinated
obligations. The subordination provisions of the Notes are governed by the provisions of article L.228-97 of the French Code de
Commerce. See "Description of Notes--Subordination."
The Issuer has applied to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Listing
Prospectus as a Prospectus for purposes of Article 5.3 of Directive 2003/71/EC (the ``Prospectus Directive''). The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Listing Prospectus
or the quality or solvency of the Issuer in accordance with Article 7 (7) of the Luxembourg Act dated 10 July 2005 as amended
on 3 July 2012 (the "Luxembourg Act") on prospectuses for securities. The Issuer has applied to list the Notes on the Official
List of the Luxembourg Stock Exchange and admit them to trading on the regulated market (Bourse de Luxembourg) of the
Luxembourg Stock Exchange.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 24 of this Listing Prospectus and
Section 4.1 "Risk Factors" starting on page 20 of the English translation of the 2011 Document de Référence incorporated
by reference in this Listing Prospectus.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or
the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
This Listing Prospectus has been prepared for the purpose of listing the Notes on the Official List of the
Luxembourg Stock Exchange and admitting them to trading on the regulated market (Bourse de Luxembourg) of the
Luxembourg Stock Exchange and shall not be used or distributed for any other purposes. This Listing Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes.
_______________
The Notes were initially delivered to purchasers in book entry form through The Depository Trust Company ("DTC") and
through the Euroclear System and Clearstream, Luxembourg (as participants in DTC) on or about January 29, 2013.
_______________
The date of this Listing Prospectus is February 27, 2013.

You should rely only on the information contained or incorporated by reference in this Listing
Prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. You should assume
that the information appearing in this Listing Prospectus is accurate only as of the date on the front cover
of this Listing Prospectus or, with respect to documents incorporated by reference, as of the date of such
documents. Our business, financial condition, results of operations and prospects may have changed
since the date of this Listing Prospectus or, with respect to documents incorporated by reference, since
the date of such documents. See "Information Incorporated by Reference."
Each investor in the Notes will be deemed to make certain representations, warranties and
agreements regarding the manner of purchase and subsequent transfers of the Notes. These
representations, warranties and agreements are described in "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of the issuer
and the terms of the offering, including the merits and risks involved. Neither we, nor any of our representatives
make any representation to any offeree or purchaser of the Notes described herein regarding the legality of an
investment by such offeree or purchaser under applicable legal investment or similar laws. You should consult
with your own advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes.
In this Listing Prospectus, including the information incorporated by reference herein, we rely on and refer
to information and statistics regarding our industry. We obtained this market data from internal surveys,
estimates, reports and studies, where appropriate, as well as independent industry publications or other publicly
available information. External industry studies generally state that the information contained therein has been
obtained from sources believed to be reliable but that the accuracy and completeness of such information is not
guaranteed. Although we believe that the external sources are reliable, we have not verified, and make no
representations as to, the accuracy and completeness of such information. Similarly, internal surveys, estimates,
reports and studies, while believed to be reliable, have not been independently verified, and we do not make any
representations as to the accuracy of such information.
_______________________________________________________________
The distribution of this Listing Prospectus and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We require persons into whose possession this Listing Prospectus comes to inform
themselves about and to observe any such restrictions. This Listing Prospectus does not constitute an offer of,
or an invitation or solicitation by or on behalf of the Issuer to subscribe or purchase, any of the Notes in any
jurisdiction where, or to any person to whom, it is unlawful to make an offer or solicitation. The distribution of
this Listing Prospectus and the offering and sale of the Notes in certain jurisdictions, including the United
States, the United Kingdom, France, Luxembourg and other Member States of the European Economic Area,
may be restricted by law. The Issuer does not represent that this Listing Prospectus may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which would
permit a public offering of any Notes, and neither this Listing Prospectus nor any advertisement 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. Persons into whose possession this Listing Prospectus
or any Notes may come must inform themselves about, and observe any, such restrictions on the distribution of
this Listing Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Listing Prospectus and the offer or sale of Notes in the United States, the United Kingdom and France
(see "Selling Restrictions" and "Transfer Restrictions").

-i-

TABLE OF CONTENTS
Page
CERTAIN DEFINITIONS ..................................................................................................................................... 2
RESPONSIBILITY STATEMENT ........................................................................................................................ 2
INFORMATION INCORPORATED BY REFERENCE ...................................................................................... 2
CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE .................................. 3
PRESENTATION OF FINANCIAL INFORMATION ......................................................................................... 9
AVAILABLE INFORMATION ............................................................................................................................ 9
CURRENCY PRESENTATION .......................................................................................................................... 10
FORWARD-LOOKING STATEMENTS ............................................................................................................ 10
SUMMARY ......................................................................................................................................................... 12
RISK FACTORS .................................................................................................................................................. 23
OVERVIEW ......................................................................................................................................................... 28
EXCHANGE RATE INFORMATION ................................................................................................................ 36
CAPITALIZATION AND INDEBTEDNESS ..................................................................................................... 37
DESCRIPTION OF NOTES ................................................................................................................................ 38
BOOK-ENTRY; DELIVERY AND FORM ........................................................................................................ 53
TAXATION ......................................................................................................................................................... 57
UNDERWRITING ............................................................................................................................................... 66
SELLING RESTRICTIONS ................................................................................................................................ 68
TRANSFER RESTRICTIONS ............................................................................................................................. 71
ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS ............................................ 75
INDEPENDENT ACCOUNTANTS .................................................................................................................... 77

CERTAIN DEFINITIONS
In this Listing Prospectus, unless the context otherwise requires, "EDF", the "Company", the "Issuer" and
"Electricité de France" refer to EDF S.A., whereas "EDF Group", "the Group", "we", "us" and "our" refer to
EDF S.A. and its subsidiaries and shareholdings.
As used herein, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure in the
Relevant Member State, the expression "2010 PD Amending Directive" means Directive 2010/73/EU and the
expression "Prospective Regulation" means Commission Regulation (EC) N°809/2004 of 29 April 2004 as
amended by Commission Delegated Regulation (EU) No 486/2012 of 30 March 2012 and No 862/2012 of 4
June 2012.
RESPONSIBILITY STATEMENT
EDF, with its registered office in Paris, is solely responsible for the information given in this Listing
Prospectus, including the English translations of the documents incorporated by reference. EDF hereby declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this Listing
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect
its import.
The Notes were issued pursuant to Resolution of the Board of Directors of the Issuer dated 18 December
2012, and decision of Henri Proglio, Président-Directeur Général, to issue the Notes dated 24 January 2013.
INFORMATION INCORPORATED BY REFERENCE
In addition to the information contained in this Listing Prospectus, we incorporate by reference herein the
documents listed below:
-
The English translation of EDF's Rapport de Gestion as of December 31, 2012 (the "2012 Full-Year
Management Report"), the English translation of the audited consolidated condensed financial
statements of the EDF Group as of December 31, 2012 (the "2012 Consolidated Financial
Statements") and the English translation of the EDF's Statutory Auditors Report on the 2012
Consolidated Financial Statements (the "2012 Statutory Auditors' Report");
-
The English translation of EDF's Rapport Financier Semestriel as of June 30, 2012 (the "2012 Half-
Year Financial Report"), which includes the English translation of EDF's Rapport de Gestion as of
June 30, 2012 (the "2012 Half-Year Management Report") and the English translation of the
unaudited interim consolidated condensed financial statements of the EDF Group as of June 30, 2012
(the "2012 Unaudited Interim Condensed Consolidated Financial Statements"), except for
(i) Section 1 of the 2012 Half-Year Financial Report relating to the declaration of responsibility of
EDF's Chairman regarding the content of the 2012 Half-Year Financial Report and (ii) Section 9 of the
2012 Half-Year Management Report relating to the financial outlook of the Group; and
-
The English translation of EDF's Document de Référence for the year ended December 31, 2011 filed
with the AMF on April 10, 2012 under number D.12-0321 (the "2011 Document de Référence"),
except for (i) Chapter 1 of the 2011 Document de Référence relating to the declaration of responsibility
of EDF's Chairman regarding the content of the 2011 Document de Référence and (ii) Chapter 13 of
the 2011 Document de Référence relating to the financial outlook of the Group. The 2011 Document
de Référence includes the audited consolidated financial statements of the EDF Group for the year
ended December 31, 2011 (the "2011 Consolidated Financial Statements") and incorporates by
reference therein the audited consolidated financial statements of the EDF Group for the years ended
December 31, 2010 (the "2010 Consolidated Financial Statements") and December 31, 2009 (the
"2009 Consolidated Financial Statements").
The documents incorporated by reference herein are available on EDF's website (http://www.edf.com) and
the website of the Luxembourg Stock Exchange (www.bourse.lu), and may be obtained free of charge during
normal business hours from EDF at 22-30 Avenue de Wagram, 75008, Paris, France, +33 (0)1 40 42 22 22. The
information incorporated by reference is considered to be part of this Listing Prospectus and should be read with
2

the same care. No materials from EDF's website or any other source other than those specifically identified
above are incorporated by reference into this Listing Prospectus.
Each document incorporated by reference herein is current only as of the date of such document, and the
incorporation by reference of such document shall not create any implication that there has been no change in
our affairs since the date thereof or that the information contained therein is current as of any time subsequent to
its date. Any statement contained in the documents incorporated by reference herein will be modified or
superseded for all purposes to the extent that a statement contained in this Listing Prospectus modifies or is
contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this
Listing Prospectus except as so modified or superseded.
For the purposes of the Prospectus Directive, information can be found in such documents incorporated by
reference or in this Listing Prospectus in accordance with the following cross-reference list. The information
incorporated by reference that is not included in the cross-reference list is considered as additional information
and is not required by the relevant schedules of the Prospectus Regulation.
CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE
Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
2.
STATUTORY AUDITORS
2.1.
Names and addresses of the issuer's auditors for the period
2012 Statutory Auditors' Report,
covered by the historical financial information (together with
page 5;
their membership in a professional body).
2011 Document de Référence,
Chapter 2 (page 12), Appendix C
(pages 450-452) and Appendix F
(pages 525-527)
3.
SELECTED FINANCIAL INFORMATION
3.1.
Selected historical financial information regarding the issuer,
2012 Full-Year Management
presented, for each financial year for the period covered by the Report, pages 3-5;
historical financial information, and any subsequent interim
2011 Document de Référence,
financial period, in the same currency as the financial
Chapter 3 (pages 15-17);
information.
The selected historical financial information must provide key
figures that summarise the financial condition of the issuer.
4.
RISK FACTORS
4.1.
Prominent disclosure of risk factors that may affect the issuer's 2012 Half-Year Management
ability to fulfil its obligations under the securities to investors in Report, Section 2 (page 43);
a Section headed "Risk Factors".
2011 Document de Référence,
Section 4.1 (pages 20-35)
5.
INFORMATION ABOUT THE ISSUER
5.1.
History and development of the Issuer:

5.1.1.
the legal and commercial name of the issuer;
2011 Document de Référence,
Chapter 5 (pages 49-51)
5.1.2.
the place of registration of the issuer and its registration
2011 Document de Référence,
number;
Chapter 5 (pages 49-51)
5.1.3.
the date of incorporation and the length of life of the issuer,
2011 Document de Référence,
except where indefinite;
Chapter 5 (pages 49-51)
3

Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
5.1.4.
the domicile and legal form of the issuer, the legislation under
2011 Document de Référence,
which the issuer operates, its county of incorporation, and the
Chapter 5 (pages 49-51)
address and telephone number of its registered office (or
principal place of business if different from its registered
office);
5.1.5.
Any recent events particular to the issuer and which are to a
2012 Full-Year Management
material extent relevant to the evaluation of the issuer's
Report, pages 13-21, pages 60-
solvency.
66;
2012 Half-Year Management
Report, pages 16-20, pages 43-
46;
5.2.
Investments

5.2.1.
A description of the principal investments made since the date
2012 Consolidated Financial
of the last published financial statements
Statements, pages 115-116

5.2.2
Information concerning the Issuer's principal future
2012 Full-Year Management
investments, on which its management bodies have already
Report, pages 35-39;
made firm commitments.
2012 Consolidated Financial

Statements, pages 100-105;
2011 Document de Référence,
Section 5.2 (page 51), Chapter 6
paragraph 6.1.4 (page 58-59)
5.2.3.
Information regarding the anticipated sources of funds needed
2012 Full-Year Management
to fulfil commitments referred to in item 5.2.2.
Report, pages 35-39;

2012 Consolidated Financial
Statements, pages 100-105;
2011 Document de Référence,
Chapter 6 paragraph 6.1.4.2 (page
58) and Chapter 6 paragraph
6.1.4.3 (pages 58-59)
6.
BUSINESS OVERVIEW
6.1.
Principal activities:

6.1.1.
A description of the issuer's principal activities stating the main 2011 Document de Référence,
categories of products sold and/or services performed; and
Chapter 6 (pages 55)

6.1.2.
An indication of any significant new products and/or activities. 2012 Full-Year Management
Report, pages 13-21, pages 40-
42;
2012 Consolidated Financial
Statements, pages 115-116;
2011 Document de Référence,
Chapter 6 paragraph 6.4.1.2
(pages 135-137)
4

Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
6.2.
Principal markets
2011 Document de Référence,
Chapter 6 paragraph 6.2.1.1.1
A brief description of the principal markets in which the issuer
(page 59), paragraph 6.3 (page
competes.
106)
6.3
The basis for any statements made by the issuer regarding its
2011 Document de Référence,
competitive position.
Chapter 6 paragraph
6.1.3.1(pages 56-57 )
7.
ORGANISATIONAL STRUCTURE
7.1.
If the issuer is part of a group, a brief description of the group
2011 Document de Référence,
and of the issuer's position within it.
Chapter 7 (pages 167-170)

7.2
If the issuer is dependent upon other entities within the group,
2011 Document de Référence,
this must be clearly stated together with an explanation of the
Chapter 7 (pages 167-170)
dependence.
8.
TREND INFORMATION
8.2.
Information on any known trends, uncertainties, demands,
2012 Full-Year Management
commitments or events that are reasonably likely to have a
Report, pages 6-12, page 66;
material effect on the issuer's prospects for at least the current 2012 Half-Year Management
financial year.
Report, pages 9-15
10.
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
10.1.
Names, business addresses and functions in the issuer of the
2012 Full-Year Management
following persons, and an indication of the principal activities
Report, pages 72-78;
performed by them outside the issuer where these are
2011 Document de Référence
significant with respect to that issuer:
Chapter 14 (pages 229-241) and
members of the administrative, management or supervisory
Chapter 16 (pages 249-256)
bodies;
partners with unlimited liability, in the case of a limited
partnership with a share capital.
10.2
Administrative, Management and Supervisory bodies conflicts
2011 Document de Référence,
of interests
Section 14.3 (page 241)
Potential conflicts of interest between any duties to the issuing
entity of the persons referred to in item 10.1 and their private
interests and/or other duties must be clearly stated. In the event
that there are no such conflicts, a statement to that effect.
11.
BOARD PRACTICES
11.1.
Details relating to the issuer's audit committee, including the
2012 Full-Year Management
names of committee members and a summary of the terms of
Report, page 75;
reference under which the committee operates
2011 Document de Référence,
Chapter 14 (pages 230-236) and
Chapter 16 (page 253-254) and
Appendix A (page 430)
11.2.
A statement as to whether or not the issuer complies with its
2011 Document de Référence,
country's of incorporation corporate governance regime(s). In Chapter 16 paragraph 16.1 (page
the event that the issuer does not comply with such a regime a
250)
statement to that effect must be included together with an
explanation regarding why the issuer does not comply with
such regime.
5

Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
12.
MAJOR SHAREHOLDERS
12.1
To the extent known to the issuer, state whether the issuer is
2012 Full-Year Management
directly or indirectly owned or controlled and by whom, and
Report, page 67, page 71;
describe the nature of such control, and describe the measures
2011 Document de Référence,
in place to ensure that such control is not abused.
Chapter 18 (pages 275-277)
12.2
A description of any arrangements, known to the issuer, the
2011 Document de Référence,
operation of which may at a subsequent date result in a change
Chapter 18 (pages 275-277)
in control of the issuer.
13.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES
13.1
Historical Financial Information
2012 Consolidated Financial
Statements, pages 1-118;
Audited historical financial information covering the latest 2
financial years (or such shorter period that the issuer has been
2012 Statutory Auditors Report,
in operation), and the audit report in respect of each year. Such pages 1-5;
financial information must be prepared according to Regulation
(EC) No 1606/2002, or if not applicable to a Member's State
2011 Document de Référence,
Chapter 20 (pages 283-394)
national accounting standards for issuers from the Community.
For third country issuers, such financial information must be
prepared according to the international accounting standards
adopted pursuant to the procedure of Article 3 of Regulation
(EC) No 1606/2002 or to a third country's national accounting
standards equivalent to these standards. If such financial
information is not equivalent to these standards, it must be
presented in the form of restated financial statements.
The most recent year's historical financial information must be
presented and prepared in a form consistent with that which
will be adopted in the issuer's next published annual financial
statements having regard to accounting standards and policies
and legislation applicable to such annual financial statements.
If the issuer has been operating in its sphere of economic
activity for less than one year, the audited historical financial
information covering that period must be prepared in
accordance with the standards applicable to annual financial
statements under the Regulation (EC) No 1606/2002, or if not
applicable to a Member States national accounting standards
where the issuer is an issuer from the Community. For third
country issuers, the historical financial information must be
prepared according to the international accounting standards
adopted pursuant to the procedure of Article 3 of Regulation
(EC) No 1606/2002 or to a third country's national accounting
standards equivalent to these standards. This historical
financial information must be audited.
If the audited financial information is prepared according to
national accounting standards, the financial information
required under this heading must include at least:
(a) the balance sheet;
(b) the income statement;
(c) cash flow statement; and
(d) the accounting policies and explanatory notes.
6

Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
The historical annual financial information must be
independently audited or reported on as to whether or not, for
the purposes of the registration document, it gives a true and
fair view, in accordance with auditing standards applicable in a
Member State or an equivalent standard.
13.2.
Financial statements
2012 Consolidated Financial
Statements, pages 1-118;
If the issuer prepares both own and consolidated financial
statements, include at least the consolidated financial
2011 Document de Référence,
statements in the registration document.
Chapter 20 (pages 283-394)
13.3
Auditing of historical and annual financial information

13.3.1.
A statement that the historical financial information has been
2012 Statutory Auditors Report,
audited. If audit reports on the historical financial information
pages 1-5;
have been refused by the statutory auditors or if they contain
2011 Document de Référence,
qualifications or disclaimers, such refusal qualifications or
Section 20.2 (pages 382-383)
disclaimers must be reproduced in full and the reasons given.
13.3.2
An indication of other information in the registration document 2011 Document de Référence,
which has been audited by the auditors.
Appendix B (pages 445-447),
Appendix C (pages 449-452)
13.4.
Age of latest financial information

13.4.1.
The last year of audited financial information may not be older 2012 Consolidated Financial
than 18 months from the date of the registration document.
Statements, pages 1-118;
13.6.
Legal and arbitration proceedings
2012 Full-Year Management
Report, pages 60-65;
Information on any governmental, legal or arbitration
proceedings (including any such proceedings which are pending 2012 Consolidated Financial
or threatened of which the issuer is aware), during a period
Statements, pages 105-108;
covering at least the previous 12 months which may have, or
2012 Half-Year Management
have had in the recent past, significant effects on the issuer
and/or group's financial position or profitability, or provide an Report, pages 16-20, pages 43-46
appropriate negative statement.
13.7.
Significant change in the issuer's financial or trading
2012 Consolidated Financial
position
Statements, Note 51.1 (page 115),
Note 51.3 (page 116)
A description of any significant change in the financial or
trading position of the group which has occurred since the end

of the last financial period for which either audited financial
information or interim financial information have been
published, or an appropriate negative statement.
14.
ADDITIONAL INFORMATION
14.1.
Share Capital

14.1.1.
The amount of the issued capital, the number and classes of the 2012 Full-Year Management
shares of which it is composed with details of their principal
Report, pages 67-70;
characteristics, the part of the issued capital still to be paid up,
2011 Document de Référence,
with an indication of the number, or total nominal value, and
Section 21.1 (pages 396-401)
type of the shares not yet fully paid up, broken down where
applicable according to the extent to which they have been paid
up.
14.2.
Memorandum and Articles of Association

7

Parts of
Prospectus Regulation Parts of Annex IV
Pages
Annex IV
Item No.
14.2.1.
The register and the entry number therein, if applicable, and a
2011 Document de Référence,
description of the Issuer's objects and purposes and where they Section 21.2 (pages 401-404) ;
can be found in the memorandum and articles of association.
Articles of Association, Article 2
15.
MATERIAL CONTRACTS
15.1.
A brief summary of all material contracts that are not entered
2011 Document de Référence,
into in the ordinary course of the issuer's business, which could Chapter 22 (page 407)
result in any group member being under an obligation or
entitlement that is material to the issuer's ability to meet its
obligation to security holders in respect of the securities being
issued.
16.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS
OF ANY INTEREST
16.1.
Where a statement or report attributed to a person as an expert
2011 Document de Référence,
is included in the Registration Document, provide such person's Chapter 23 (page 409)
name, business address, qualifications and material interest if
any in the issuer. If the report has been produced at the issuer's
request a statement to that effect that such statement or report is
included, in the form and context in which it is included, with
the consent of that person who has authorised the contents of
that part of the Registration Document.
8