Obligation Electricite de France (EDF) 7.5% ( FR001400EFQ6 ) en EUR

Electricite de France (EDF)

110.04 % ⇌

France

FR001400EFQ6 ( en EUR )

7.5% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) FR001400EFQ6 en EUR 7.5%, échéance Perpétuelle

200 000 EUR

1 000 000 000 EUR

06/12/2025 ( Dans 267 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

L'Obligation émise par Electricite de France (EDF) ( France ) , en EUR, avec le code ISIN FR001400EFQ6, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (i ) a customer within the meaning of Directive 2016/97/EU, as
amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in Regulation (EU) 2017/1129, as
amended (the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended
("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA; or (i i) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or sel ing the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance / Professional investors and eligible counterparties only target
market Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories in item 18 of the Guidelines
published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (i ) all channels
for distribution to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.

Final Terms dated 2 December 2022

Électricité de France
Issue of 1,000,000,000 6 Year Non-Cal Perpetual Resettable Subordinated Notes
under its 50,000,000,000 Euro Medium Term Note Programme
SERIES NO: 42
TRANCHE NO: 1
PART A CONTRACTUAL TERMS
Terms used herein shal be deemed to be defined as such for the purposes of the conditions (the
"Conditions") set forth in the base prospectus dated 13 June 2022 which received approval no 22-208
from the Autorité des Marchés Financiers (the "AMF") in France on 13 June 2022 (the "Base
Prospectus"), the first supplement to the Base Prospectus dated 21 September 2022 which received
approval no 22-388 from the AMF on 21 September 2022 and the second supplement to the Base
Prospectus dated 29 November 2022 which received approval no 22-472 from the AMF on 29 November
2022, which together constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as
amended (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in
conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer
of the Notes is only available on the basis of the combination of these Final Terms and the Base
Prospectus as so supplemented. For so long as any Notes are outstanding, copies of the Base
Prospectus and the supplements to the Base Prospectus (i) are available for viewing on the website of
the AMF (www.amf-france.org) and on the Issuer's website (www.edf.fr/groupe-edf) and (i ) may be
obtained, free of charge, during normal business hours from Électricité de France, 22-30, avenue de
Wagram, 75008 Paris, France.
1.
Issuer:
Électricité de France
2.
(i) Series Number:
42
(i ) Tranche Number:
1
(i i) Date on which the Notes
Not Applicable
become fungible:
3.
Specified Currency or Currencies:
Euro ("")
4.
Aggregate Nominal Amount:
1,000,000,000
(i) Series:
1,000,000,000
(i ) Tranche:
1,000,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
200,000
(Condition 1 (b))
7.
(i) Issue Date:
6 December 2022
(i ) Interest Commencement Date:
Issue Date
1

8.
Maturity Date:
Subject to any early redemption described below, the
Notes are undated obligations of the Issuer and have no
fixed maturity date, but may be redeemed at the option of
the Issuer under certain circumstances.
9.
Interest Basis:
Resettable Notes
10.
Deferral of Interest - Optional
Applicable
Interest Payment:
11.
Redemption/Payment Basis:
Redemption at par
12.
Change of Interest Basis:
Not Applicable
13.
Call Options:
Redemption at the option of the Issuer (Call Option)
Make-Whole Redemption by the Issuer
Clean-Up Call Option
Redemption fol owing an Accounting Event
Redemption fol owing an Rating Methodology Event
Redemption fol owing a Gross-Up Event
Redemption fol owing a Withholding Tax Event
Redemption fol owing a Tax Deductibility Event
(further particulars specified below)
14.

- Status of the Notes:
Deeply Subordinated Notes (Non-Cal , Perpetual
Resettable Notes)
- Date of corporate authorisations Resolution of the Board of Directors of the Issuer dated
for issuance of Notes obtained:
15 December 2021, and decision of Mr. Luc Rémont,
Président-Directeur Général, to issue the Notes dated 1
December 2022 and delegating to Bernard Descreux,
Directeur Financement et Trésorerie Groupe the authority
to sign the documentation relating to the Notes.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Not Applicable
16.
Resettable Note Provisions
Applicable
(i) Benchmark Replacement
Applicable
(ii) Initial Rate of Interest:
7.500 per cent. per annum payable annual y on each
Interest Payment Date until the First Reset Date
(i i) Reset Rate:
Mid-Swap Rate
(iv) Broken Amount:
Not Applicable
(v) Margin(s):
Initial margin of 4.86 per cent. from the First Reset Date
(included) to 6 December 2033 (the "First Step-up Date")
(excluded)
Additional margin of 0.25 per cent. from the First Step-up
Date (included) to 6 December 2048 (the "Second Step-
up Date") (excluded)
Additional margin of 0.75 per cent. from the Second Step-
up Date (included)
2

(vi) Interest Payment Date(s):
6 December in each year commencing on 6 December
2023 and ending on the redemption date of the Notes
(vii) First Reset Date:
6 December 2028
(viii) Second Reset Date:
First Step-up Date
(ix) Day Count Fraction:
Actual/Actual ICMA
(x) Business Day Convention:
Following Business Day Convention, unadjusted
(xi) Business Centre(s):
TARGET2
(xi ) Relevant Screen Page:
Reuters screen ICESWAP2
(xi i) Subsequent Reset Dates:
Every five (5) years from the Second Reset Date
(included)
(xiv) Mid-Swap Rate:
Single Mid-Swap Rate
(xv) Original Mid-Swap Rate:
2.640 per cent.
(xvi) Mid-Swap Maturity:
5 years
(xvi ) Mid-Swap Floating Leg
6-month EURIBOR
Benchmark Rate:
(xvi i) CMT Rate Maturity:
Not Applicable
(xix) Minimum Rate of Interest:
Not Applicable
(xx) Maximum Rate of Interest:
Not Applicable
(xxi) Party responsible for
Not Applicable
calculating the Rate(s) of Interest
and Interest Amount(s) (if not the
Calculation Agent):
17.
Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Redemption at the option of the
Applicable
Issuer (Call Option)
(i)
Optional Redemption
Any Interest Payment Date after the First Reset Date
Date(s):
(i )
Residual Redemption
Applicable
Period(s):
(i i)
Residual Redemption
6 September 2028 (the "First Call Date")
Date(s):
(iv)
Optional Redemption
200,000 per Note of 200,000 Specified Denomination
Amount(s) of each Note:
(v)
Notice period (if other than As per Conditions
as set out in the
Conditions):

3

19.
Make-Whole Redemption by the Applicable
Issuer
(i)
Notice Period:
As per Conditions
(i )
Parties to be notified (if
Not Applicable
other than set out in
Condition 6(c)):
(i i)
Make-whole Redemption
0.50 per cent.
Margin(s):
(iv)
Reference Security:
DBR 0% 11/15/2028 (ISIN: DE0001102556)
(v)
Reference Screen Rate:
Bloomberg HP page for the Reference Security (with the
settings "Mid YTM" and "Daily")
(vi)
Make-whole Redemption
Reference Screen Rate
Rate:
(vi )
Relevant Time:
11:00 a.m. Central European time (CET)
(vi i)
Reference Dealers:
Not Applicable
(ix)
Relevant Government
German Bund
Securities:
20.
Clean-Up Call Option:
Applicable (75 per cent. threshold)
21.
Redemption following a Gross- Applicable
Up Event:
22.
Redemption following a
Applicable
Withholding Tax Event:
23.
Redemption following a Tax
Applicable
Deductibility Event:
24.
Redemption following an
Applicable
Accounting Event:
(i) Initial Accounting Treatment:
Equity
25.
Redemption following a Rating Applicable
Methodology Event:
26.
Final Redemption Amount of
200,000 per Note of 200,000 Specified Denomination
each Note:
27.
Early Redemption Amount:

(i) Early Redemption Amount(s) of 200,000 per Note of 200,000 Specified Denomination
each Note payable on redemption (except upon the occurrence of a Tax Deductibility Event,
for taxation reasons:
see item 27(v) below)
(i ) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption in case of the exercise
of the Clean-Up Cal Option:

4

(i i) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption following a Gross-Up
Event:
(iv) Early Redemption Amount(s)
200,000 per Note of 200,000 Specified Denomination
of each Note payable on
redemption following a
Withholding Tax Event:
(v) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following a Tax
Deductibility Event:
200,000 per Note of 200,000 from the First Call Date
(included)
(vi) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following an
Accounting Event:
200,000 per Note of 200,000 from the First Call Date
(included)
(vi ) Early Redemption Amount(s)
202,000 per Note of 200,000 Specified Denomination
of each Note payable on
until the First Call Date (excluded)
redemption following a Rating
Methodology Event:
200,000 per Note of 200,000 from the First Call Date
(included)
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised
Bearer dematerialised form (au porteur)
Notes:
(i )
Registration Agent:
Not Applicable
(i i)
Temporary Global
Not Applicable
Certificate:
(iv)
Identification of
Not Applicable
Noteholders (Condition 1
(c) (v)):
(v)
Applicable TEFRA
Not Applicable
exemption (or successor
exemption):
29.
Financial Centre(s):
Not Applicable
30.
Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons
mature):
31.
Redenomination, renominalisation Not Applicable
and reconventioning provisions:
32.
Consolidation provisions:
Not Applicable

5

33.
Masse (Condition 11):
Name and address of the Representative:

AETHER FINANCIAL SERVICES
811 475 383 RCS Paris

36, rue de Monceau
75008 Paris

France
Represented by its Managing Director

The Representative wil receive a remuneration of 350
per year (VAT excluded) payable per year.
The Representative wil exercise its duty until its
dissolution, resignation or termination of its duty by a
general assembly of Noteholders or until it becomes
unable to act. Its appointment shal automatical y cease
upon total redemption of the Notes.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By: Bernard Descreux, Directeur Financement et Trésorerie Groupe
Duly authorised
6

PART B OTHER INFORMATION
1.
LISTING

(i)
Listing:
Euronext Paris
(i )
Admission to trading:
Application has been made for the Notes to be
admitted to trading on Euronext Paris with effect
from 6 December 2022.
(i i)
Estimate of total
14,500

expenses related to

admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

S&P: B+
Pursuant to S&P definitions, an obligation rated 'B'
is more vulnerable to non payment than obligations
rated "BB", but the obligor currently has the
capacity to meet its financial commitments on the
obligation. Adverse business, financial, or
economic conditions wil likely impair the obligor's
capacity or wil ingness to meet its financial
commitments on the obligation. The addition of a
plus (+) or minus (-) sign shows relative standing
within the rating categories.
Moody's: Ba1
Pursuant to Moody's definitions, obligations rated
"Ba" are judged to be speculative and are subject
to substantial credit risk. The addition of the
modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category.
Fitch: BBB-
Pursuant to Fitch's definitions, "BBB" ratings
indicate that expectations of default risk are
currently low. The capacity for payment of financial
commitments is considered adequate, but adverse
business or economic conditions are more likely to
impair this capacity. The addition of the modifiers
"+" or "" are intended to denote relative status
within major rating categories.

Each of S&P, Moody's and Fitch is established in
the EEA and registered under Regulation (EU) No
1060/2009, as amended (the "EU CRA
Regulation"). Each of S&P, Moody's and Fitch
appears on the latest update of the list of registered
credit rating agencies on the ESMA website
http://www.esma.europa.eu.
S&P, Moody's and Fitch are not established in the
United Kingdom and have each not applied for
registration under Regulation (EC) No 1060/2009
(as amended) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act
7

2018 (the "UK CRA Regulation"), but are
endorsed by S&P Global Ratings UK Limited,
Moody's Investors Service Limited and Fitch
Ratings Limited, which are established in the UK
and registered under the UK CRA Regulation and
included in the list of credit rating agencies
registered in accordance with the list of registered
and certified credit ratings agencies published on
the website of the UK Financial Conduct Authority
(https://www.fca.org.uk/markets/credit-rating-
agencies/registered-certified-cras).
The following paragraphs in italics do not form part of the Terms and Conditions of the
Notes.
Considerations regarding redemption and repurchase of the Notes:
The Issuer intends (without thereby assuming a legal obligation) at any time that it will
(a) redeem or (b) repurchase the Notes only to the extent the aggregate principal amount of
the Notes to be redeemed or repurchased does not exceed the net proceeds received by the
Issuer or any Subsidiary of the Issuer prior to or on the date of such redemption or repurchase
from the sale or issuance by the Issuer or such Subsidiary to third party purchasers (other
than group entities of the Issuer) of securities which are assigned by S&P at the time of sale
or issuance, an aggregate "equity credit" (or such similar nomenclature used by S&P from
time to time) that is equal to or greater than the "equity credit" assigned to the Notes to be
redeemed or repurchased at the time of their issuance (but taking into account any changes
in hybrid capital methodology or another relevant methodology or the interpretation thereof
since the issuance of the Notes), unless:
- the credit rating or the stand-alone credit profile assigned by S&P to the Issuer is at least
the same as or higher than the credit rating or stand-alone credit profile assigned to the
Issuer on the date when the most recent additional hybrid security was issued (excluding
refinancings without net new issuance) and the Issuer is of the view that such rating would
not fall below this level as a result of such redemption or repurchase, or
- in the case of a repurchase or a redemption, taken together with other relevant repurchases
or redemptions of hybrid securities of the Issuer, such repurchase or redemption is less than
(x) 10 (ten) per cent of the aggregate principal amount of the Issuer's outstanding hybrid
securities in any period of 12 consecutive months or (y) 25 (twenty-five) per cent of the
aggregate principal amount of the Issuer's outstanding hybrid securities in any period of ten
consecutive years, provided that such repurchase or redemption has no materially negative
effect on the Issuer's credit profile, or
- if the Notes are not assigned an "equity credit" (or such similar nomenclature then used by
S&P at the time of such redemption or repurchase), or
- the Notes are redeemed pursuant to a Rating Methodology Event, Accounting Event,
Withholding Tax Event, Tax Gross-up Event or a Tax Deductibility Event, or
- in the case of a repurchase, such repurchase relates to an aggregate principal amount of
Notes which is less than or equal to the excess (if any) above the maximum aggregate
principal amount of the Issuer's hybrid capital to which S&P then assigns equity content
under its prevailing methodology, or
- any such redemption or repurchase occurs on or after the Second Step-up Date.

8

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER
Save as disclosed in "Subscription and Sale", so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. The Managers
and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform other services for, the
Issuer and its affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
The net proceeds from each issue of Notes wil be
applied by the Issuer for its general corporate
purposes including the refinancing of the
US$3,000,000,000 Reset Perpetual Subordinated
Notes (144A / Reg S ISIN : US268317AF12 /
USF2893TAF33) of which US$2,097,614,000 is
currently outstanding.

(i )
Estimated net
994,000,000

proceeds:
5.
YIELD
Indication of yield:
7.500 per cent. until the First Reset Date

The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
6.
HISTORIC INTEREST RATES

Performance of interest rates:
Details of performance of the 5-year Mid-Swap
Rate can be obtained but not free of charge from
Reuters.
Benchmarks:
Amounts payable under the Notes (from and
including the First Reset Date) wil be calculated by
reference to the 5-year Mid-Swap Rate, which is
provided by ICE Benchmark Administration. As at
the date of these Final Terms, ICE Benchmark
Administration does not appear on the register of
administrators and benchmarks established and
maintained by the European Securities and
Markets Authority pursuant to Article 36 of
Regulation (EU) 2016/1011, as amended (the
"Benchmarks Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the
Benchmarks Regulation apply, such that ICE
Benchmark Administration is not currently required
to obtain authorisation or registration (or, if located
outside the European Union, recognition,
endorsement or equivalence). As at the date of
these Final Terms, ICE Benchmark Administration
appears on the register of administrators and
benchmarks established and maintained by the
Financial Conduct Authority in the United Kingdom.

9