Obligation Electricite de France (EDF) 2.625% ( FR0014003S56 ) en EUR

Electricite de France (EDF)

100 % ▲

France

FR0014003S56 ( en EUR )

2.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) FR0014003S56 en EUR 2.625%, échéance Perpétuelle

200 000 EUR

1 250 000 000 EUR

01/06/2025 ( Dans 79 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 FR0014003S56, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Electricité de France
(incorporated in the Republic of France with limited liability)

EUR 1,250,000,000 7 Year Non-Call Reset Perpetual Subordinated Social Notes
Issue price: 99.214 per cent.
(the "Notes")

_______________

The EUR 1,250,000,000 7 Year Non-Call Reset Perpetual Subordinated Social Notes (the "Notes") of Electricité de France ("EDF" or
the "Issuer") will be issued on 1 June 2021 (the "Issue Date").
The Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 1 June 2028 (the "First Reset Date"), at a fixed
rate of 2.625 per cent. per annum, payable annually in arrear on 1 June in each year with the first interest payment date on 1 June 2022, and
(ii) thereafter in respect of each successive five year period, the first successive five year period commencing on (and including) the First Reset
Date, at a reset rate calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of five years plus a margin, payable
annually in arrear on or about 1 June in each year with the first such interest payment date on 1 June 2028 as further described under paragraph
"5. Interest" in Section "Terms and Conditions of the Notes." of this Prospectus (the "Terms and Conditions of the Notes").
Payment of interest on the Notes may, at the option of the Issuer, be deferred in whole or in part, as set out under paragraphs "5.5 Interest
Deferral" of the Terms and Conditions of the Notes.
The Notes do not contain events of default.
Subject to any early redemption described below, the Notes are undated obligations of the Issuer and have no fixed maturity date.
However, the Issuer will have the right to redeem the Notes in whole, but not in part, (x) on any date during the period commencing on (and
including) 1 December 2027 (the "First Call Date") and ending on (and including) the First Reset Date, or (y) on any Interest Payment Date
falling thereafter, as defined and further described under paragraphs "6.2 Optional Redemption from the First Call Date" of the Terms and
Conditions of the Notes.
The Issuer may also redeem the Notes upon the occurrence of a Tax Gross-up Event, a Withholding Tax Event, a Tax Deductibility Event,
an Accounting Event, a Rating Methodology Event and a Substantial Repurchase Event, as further described under paragraphs "6. Redemption
and Purchase" of the Terms and Conditions of the Notes.
The Issuer may also, at its option redeem all (but not some only) of the Notes, at any time (other than (i) during the period from and
including the First Call Date to and including the First Reset Date or (ii) upon any subsequent Interest Payment Date) as further described under
paragraphs "6.3 Make-whole Redemption by the Issuer" of the Terms and Conditions of the Notes.
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of
Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, as amended or superseded (the "Prospectus Regulation").
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority
pursuant to the Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and on the
quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the
Notes.
Application will be made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris on the Issue Date. Euronext Paris is
a regulated market for the purposes of the Directive 2014/65/EU of May 15, 2014 (as amended, "MiFID II"), appearing on the list of regulated
markets issued by the European Securities and Markets Authority ("ESMA").
The Notes will be issued in dematerialized bearer form (au porteur) in the denomination of 200,000 each. Title to the Notes will be
evidenced in accordance with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier by book-entries (inscription en compte).
No physical documents of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will
be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear France") which shall
credit the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly,
accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV ("Euroclear") and the depositary bank for
Clearstream Banking S.A. ("Clearstream").
The Notes have been assigned a rating of BB- by S&P Global Ratings Europe Limited ("S&P"), Baa3 by Moody's France SAS
("Moody's") and BBB by Fitch Ratings Ireland Limited ("Fitch"). As of the date of this Prospectus, the Issuer's long-term and short-term debt
has been respectively rated (i) "A3" and "P-2" with negative outlook by Moody's, (ii) "BBB+" and "A-2" with stable outlook by S&P and (iii)
"A-" and F2 with negative outlook by Fitch. Each of S&P, Moody's and Fitch is a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 of September 16, 2009 (as amended, the "CRA Regulation") and is included in the list of
registered credit rating agencies published by ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in
accordance with the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating
organization. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any
time by the assigning rating agency.
Copies of the documents incorporated by reference herein can be obtained free of charge on the Issuer's website (www.edf.com) and the
AMF's website (www.amf-france.org).
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Prospective investors should have regard to the risk factors described under the Section headed "Risk Factors" beginning on
page 8 of this Prospectus, in connection with any investment in the Notes.
Social Structuring Advisor and Active Joint Bookrunner

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Active Joint Bookrunners

ING
IMI INTESA SANPAOLO
J.P. MORGAN
MORGAN STANLEY
NATWEST MARKETS

Passive Joint Bookrunners

ABN AMRO
BBVA
CIC MARKET SOLUTIONS
COMMERZBANK
LA BANQUE POSTALE
STANDARD CHARTERED BANK AG
UNICREDIT

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This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation and of giving
information with regard to the Issuer and its fully consolidated subsidiaries taken as a whole (the "Group", the
"EDF Group," the "EDF group," "we," "us" and "our") and the Notes which is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the Group, as well as the rights attached to the Notes and the reasons for the issuance and its impact on
the Issuer.
This Prospectus will be valid until 1 June 2021. The obligation to supplement the Prospectus in the event of
significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer
valid.
This Prospectus is to be read in conjunction with the documents incorporated by reference herein (see
"Documents Incorporated by Reference") which have been previously or simultaneously published and which
shall be deemed to be incorporated by reference in, and form part of, this Prospectus (except to the extent so
specified in, or to the extent inconsistent with, this Prospectus).
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers to are for information
purposes only and does not form part of this Prospectus and has not been scrutinised or approved by the AMF.
No person has been authorized to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation should not be relied upon as having been authorized by the Issuer or any of the Joint
Bookrunners (as defined in "Subscription and Sale"). Neither the delivery of this Prospectus nor any offering, sale
or delivery made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer or those of the Group since the date hereof or the date upon which this
Prospectus has been most recently supplemented or that there has been no adverse change in the financial position
or financial performance of the Issuer or that of the Group since the date hereof or the date upon which this
Prospectus has been most recently supplemented or that the information contained in it or any other information
supplied in connection with the issue of the Notes is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The
Issuer and the Joint Bookrunners do not represent that this 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 or the Joint Bookrunners which
would permit an offering of the Notes to retail investors or distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Prospectus nor any 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 Joint Bookrunners
(each as defined in Section "Subscription and Sale") have represented that all offers and sales by them will be
made on the same terms. Persons into whose possession this Prospectus comes are required by the Issuer and the
Joint Bookrunners to inform themselves about and to observe any such restriction. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United
Kingdom, France, the Republic of Italy and the European Economic Area (see Section "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of the Notes in the United Kingdom (the UK)
will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") from a
requirement to publish a prospectus for offers of Notes. This Prospectus is not a prospectus for the purpose of the
UK Prospectus Regulation.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO
CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT IN TRANSACTIONS EXEMPT
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FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. FOR A DESCRIPTION OF
CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE."
The Joint Bookrunners have not separately verified the information contained or incorporated by reference in
this Prospectus. The Joint Bookrunners do not have any fiduciary duties to investors and therefore assume no
liability or obligation to investors. None of the Joint Bookrunners makes any representation, warranty or
undertaking, express or implied, or accepts any responsibility or liability, with respect to the accuracy or
completeness of any of the information contained or incorporated by reference in this Prospectus or any other
information provided by the Issuer in connection with the issue and sale of the Notes. Neither this Prospectus nor
any information incorporated by reference in this Prospectus (a) is intended to provide the basis of any credit or
other evaluation and (b) should be considered as a recommendation by the Issuer or the Joint Bookrunners that any
recipient of this Prospectus or any information incorporated by reference should subscribe for or purchase the
Notes. Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
Notes constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to
subscribe for or to purchase any Notes. In making an investment decision regarding the Notes, prospective
investors must rely on their own independent investigation and appraisal of the (a) the Issuer, the Group, its
business, its financial condition and affairs and (b) the terms of the offering, including the merits and risks involved.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor
should subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of an investment
in the Notes. None of the Joint Bookrunners undertakes to review the financial condition or affairs of the Issuer or
the Group after the date of this Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Joint Bookrunners. Potential investors should, in particular, read
carefully the Section entitled "Risk Factors" of this Prospectus before making a decision to invest in the Notes.
_______________
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS - The Notes
are complex financial instruments that may not be a suitable investment for all investors. Each potential investor
in the Notes must determine the suitability of that investment in light of such investor's own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to properly assess the Notes, the merits and risks of investing
in such Notes and the information contained or incorporated by reference in this Prospectus;
(ii)
have access to and knowledge of appropriate analytical tools to evaluate, in the context of its particular
financial situation and sensitivity to the risk, an investment in the Notes and the impact the Notes might
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all the risks of an investment in the Notes,
including any currency exchange risk when the currency in which payment of principal or interests is to
be made is different from that of the prospective investor;
(iv)
understand thoroughly the terms of the Notes and related risks and be familiar with the behaviour of the
financial markets and any relevant indices;
(v)
be able to assess (either alone or with the help of a financial adviser) possible changes in the economy,
rates of interest or in other factors that may affect its investment and its ability to bear the applicable risks;
and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
In addition, some potential investors are subject to restricting investment regulations. These prospective investors
should consult their legal counsel in order to determine whether an investment in the Notes is authorised by law,
whether such investment is compatible with their other borrowings and whether other selling restrictions are
applicable to them.
_______________
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IMPORTANT NOTICE RELATING TO "SOCIAL BONDS" - Prospective investors should have regard to
the information set out in the "Reasons for the Offer and Use of Proceeds" section of this Prospectus and must
determine for themselves the relevance of such information for the purpose of any investment in the Notes together
with any other investigation such investor deems necessary. In particular, no assurance is given by the Issuer that
the use of such proceeds for any Eligible Projects (as defined in the Section entitled "Reasons for the Offer and
Use of Proceeds") will satisfy, whether in whole or in part, any present or future investor expectations or
requirements as regards any investment criteria or guidelines with which such investor or its investments are
required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other
governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental,
sustainability or social impact of any projects or uses, the subject of or related to, any Eligible Projects.
Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or otherwise) of, nor
market consensus as to what constitutes, a "social impact" or an equivalently-labelled project or as to what precise
attributes are required for a particular project to be defined as such. As part of action plan for financing sustainable
growth the EU Commission and the UK Government are considering respectively an EU classification system and
an UK classification system which are expected to be gradually integrated into EU legislation and UK laws (as
applicable) but no assurance can be given that such a clear definition or consensus will develop over time.
Accordingly, no assurance is or can be given to investors that any Eligible Projects will meet any or all investor
expectations regarding such objectives or that any adverse environmental, social and/or other impacts will not
occur during the implementation of any Eligible Projects.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of the second
party opinion provided by S&P (the "Second Party Opinion") or any opinion or certification of any third party
(whether or not solicited by the Issuer) which may be made available in connection with the issue of the Notes and
in particular with any Eligible Projects to fulfil any environmental, sustainability, social and/or other criteria.
Neither the Second Party Opinion, nor any such other opinion or certification is, or shall be deemed to be,
incorporated in and/or form part of this Prospectus.
IMPORTANT PRIIPS REGULATION / 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 both) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. 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 or will be 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.
IMPORTANT UK 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 UK. For these purposes, a retail investor means a person who
is one (or both) 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 EUWA; or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 ("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.
Consequently, no key information document required by the PRIIPs Regulation 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 or will be prepared and, therefore, offering or selling 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
referred to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA on
February 5, 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
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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.
Singapore Securities and Futures Act Product Classification In connection with Section 309B(1)(c) of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")
and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the
SFA), the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Any Notes will only be offered and sold in Singapore in compliance with the SFA.
_______________
In this Prospectus, unless otherwise specified or the context otherwise requires:
all references to "EDF," the "Company," the "Issuer" and "Electricité de France" refer to EDF S.A.;
all references to "RTE" refer to Réseau de Transport d'Électricité, a regulated subsidiary of EDF
managed independently within the meaning of the French Code de l'énergie and accounted for using the
equity method;
all references to "Enedis" refer to Enedis S.A., a regulated subsidiary of EDF managed independently
within the meaning of the French Code de l'énergie and fully consolidated;
all references to "Framatome" refer to Framatome S.A.S., a fully consolidated subsidiary of EDF, since
the acquisition by EDF of 75.5% of its capital and voting rights on December 31, 2017; and
all references to "," "EURO," "Euro," "EUR" or "euro" are to the lawful currency of the European
Monetary Union, all references to "£", "GBP", "pounds sterling" and "Sterling" are to the lawful
currency of the United Kingdom, and all references to "$", "USD" and "U.S. Dollars" are to the lawful
currency of the United States of America.

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TABLE OF CONTENTS
Page
TABLE OF CONTENTS ....................................................................................................................................... 7
RISK FACTORS .................................................................................................................................................... 8
GENERAL DESCRIPTION OF THE NOTES .................................................................................................... 60
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 67
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 74
DESCRIPTION OF THE ISSUER ...................................................................................................................... 95
RECENT EVENTS .............................................................................................................................................. 96
REASONS FOR THE OFFER AND USE OF PROCEEDS ............................................................................. 111
SUBSCRIPTION AND SALE ........................................................................................................................... 112
GENERAL INFORMATION ............................................................................................................................ 116
PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ................. 120

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RISK FACTORS
The Notes are being offered to qualified investors only and are not suitable for retail investors. Investors
should not purchase the Notes in the primary or secondary markets unless they are professional investors. An
investment in the Notes involves a high degree of risk. Before investing, the Issuer urges you to carefully review
the following risk factors, and other information included or incorporated by reference herein, in their entirety
and carefully consider the risks and considerations relevant to an investment in the Notes.
These risks are, on the date hereof, the risks that the Group believes are specific to the Group and material
for an informed investment decision with respect to investing in the Notes. Investors could lose all or part of their
investment. All of these factors are contingencies which may or may not occur. Moreover, if and to the extent that
any of the risks described below materialize, they may occur in combination with other risks, which would
compound the adverse effect of such risks on the Group's business, financial condition, results of operations and
prospects. The occurrence of one or more of these risks, alone or in combination with other circumstances, may
prevent the Issuer from being able to pay interest, principal or other amounts on the Notes when due and you could
lose all or part of your investment. There may be other risks that the Group has not yet identified or does not
consider as of the date hereof likely to have a material adverse effect on its business, financial condition, results
of operations or growth. The risks described below may relate to the Issuer or the Group.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes are also described below.
In each sub-category below the Issuer sets out first the most material risks, in its assessment, taking into
account the expected magnitude of their negative impact and the probability of their occurrence.
Words and expressions defined under Sections "Terms and Conditions of the Notes" shall have the same
meanings in this Section. References to "Conditions" in this Section refer to the Terms and Conditions of the Notes.
Prospective investors should read the detailed information set out elsewhere in this Prospectus and in any
documents incorporated by reference herein and reach their own views prior to making any investment decision.
In particular, investors should make their own assessment as to the risks associated with the Notes prior to
investing in the Notes. Prospective investors should consult their own financial and legal advisers about risks
associated with investment in the Notes and the suitability of investing in the Notes in light of their particular
circumstances.
1.
RISK FACTORS RELATING TO THE ISSUER
The EDF Group operates in a fast-changing environment that entails numerous risks of various kinds: they may
be strategic or operational; some are exogenous, others are endogenous and inherent to the EDF Group's business
lines. Their consequences may be manifold and may affect the EDF Group's operating results, the EDF Group's
financial position and its ability to finance its strategy or development, affect its internal or external stakeholders
or environment, or impact its reputation.
The EDF Group describes hereinafter the specific risks to which it considers itself exposed. The principle of
specificity leads us to describe in this section only those risks for which the specificity of the EDF Group is a key
factor. For risks that are not specific to the EDF Group, the absence of a risk description in this section does not
exclude the EDF Group from taking the risk into account.
Risks are divided into the five following categories:
"Market regulation, political and legal risks" describes the risks related to changes in public policy and
regulation in the countries and territories where the EDF Group operates, as well as the legal risks to which
the EDF Group is exposed;
"Financial and market risks" describes the risks arising from exposure to the energy markets in which the EDF
Group operates, as well as risks related to changes in the financial markets and the reliability of related
information;
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"Group transformation and strategic risks" describes the risks related to the EDF Group's ability to adapt,
particularly in terms of strategy and skills, in response to the needs for transformation brought about by climate
change, new competition, and technological and societal changes;
"Operational performance" describes the risks related to the control of the EDF Group's operating activities
across its various industrial activities and projects, including EPR, services and sales. In particular, this section
describes the risk to the EDF Group relating to current and/or future EPR projects, which is a major risk; and
"Specific risks related to nuclear activities" supplements the category "Operational performance" for the EDF
Group's nuclear-related activities, which entails additional risk factors and special provisions, particularly in
view of the primary requirements of nuclear safety and the very long-term capital-intensive nature of nuclear
activity.
The risks are outlined in detail in each of the relevant sections for their respective category. They are numbered to
make it easier to connect the table with the graph and the detailed descriptions that follow.
The economic disruptions caused by the Covid health crisis led to a drop in demand for electricity in 2020 and
had a significant impact on many of the EDF Group's activities, most notably nuclear production, construction
sites (construction of major projects and maintenance of nuclear power plants) and service activities. This health
crisis will continue to affect the EDF Group's performance in 2021 and beyond. Its impact on the EDF Group's
risks is specified in the presentation of each of the risks concerned. The main impacts are as follows:
disruption of industrial supply chains for products or equipment from countries affected by the epidemic (risk
4E);
health impacts on the activity of the EDF Group's employees and service providers (risk 4C);
disruption of the running of the EDF Group's operations, construction sites and major projects in the event of
restrictions likely to affect business continuity (risk 4A) and possibly the level of production, particularly in
the event of an impact on nuclear unit shutdowns (risk 5A);
Covid impact effects on demand and the weakening of the economy (unpaid and uncollectable amounts) (3A);
impact of a possible slowdown in economic activity with regard to the price of raw materials and electricity
on the wholesale markets, as well as on the level of demand for electricity or counterparty risks (risks 2C and
2E);
impact of a disruption in the financial markets through a decrease in the valuation of the portfolio of dedicated
assets or pension assets affecting the EDF Group's financial results and the coverage rate of nuclear
provisions, and impact of a decrease in interest rates on the calculation of the amount of nuclear provisions
and provisions for employee benefits.
These impacts could be accentuated if the crisis were to continue.
All the risks identified have been selected because they are significant in terms of the materiality of their
estimated impact on the EDF Group. In addition, they are prioritised based on a qualitative assessment of their
criticality, taking into account simultaneously the significance of the potential impact for the EDF Group, the
probability of their occurrence and the level of control, in light of the actions undertaken. This prioritisation
produces a three-level scale for all risks: the criticality can be considered strong, intermediate or moderate. The
categories are not hierarchically arranged, but the risks are compared with each other, which is reflected in their
level of criticality.
As a general rule, the scope of exposure is France, Belgium, Italy, the United Kingdom and all countries in which
the EDF Group is present. Where the scope of exposure is more restrictive, it is specified in the table and in the
risk description.
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Exposure to risk may vary according to duration. The potential impact of these risks may produce effects at very
different time horizons, ranging from very short term (less than a year), to medium term (up to a few years) to very
long term (up to several decades or more, given the nature of the relevant industrial activities which may span
centuries).
EDF GROUP'S SPECIFIC RISKS

MARKET REGULATION, POLITICAL AND LEGAL RISKS
1A: Public policy developments in France and Europe.
Changes in public energy policies and the political framework of market regulation in the countries where
the Group operates, such as the energy-climate act or the Multi-year Energy Programme (PPE) in France,
or the "Green deal" in Europe, are likely to lead to profound changes in the Group' governance or business
portfolio. These could hinder the Group's development in relation to its competitors or undermine its ability
to meet its commitment to climate protection.
Criticality in view of the control actions undertaken: Strong.
By decree of 21 April 2020, the French government adopted the Multiannual Energy Programming (PPE)
which sets out the government's priorities for action in the field of energy for the continental metropolis for the
period 2019-2028.
In particular, in this context:

the French Government has confirmed the objective of diversifying the electricity mix and reducing
nuclear power to 50% of electricity production in France by 2035: to reduce nuclear power to 50% of the
energy mix, 14 reactors should be shut down by 2035 (including the two at Fessenheim). This would
represent a quarter of the reactors currently operating in France. At the request of the French government,
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