Electricité de France (incorporated in the Republic of France with limited liability) EUR 850,000,000 6.5 Year Non-Call Reset Perpetual Subordinated Notes Issue price: 99.283 per cent. (the “6.5 Year Non-Call Notes”) and EUR 1,250,000,000 10 Year Non-Call Reset Perpetual Subordinated Notes Issue price: 98.960 per cent. (the “10 Year Non-Call Notes”) (together, the “Notes”) _______________ The EUR 850,000,000 6.5 Year Non-Call Reset Perpetual Subordinated Notes (the “6.5 Year Non-Call Notes”) and the EUR 1,250,000,000 10 Year NonCall Reset Perpetual Subordinated Notes (the “10 Year Non-Call Notes” and, together with the 6.5 Year Non-Call Notes, the “Notes”) of Electricité de France (“EDF” or the “Issuer”) will be issued on 15 September 2020 (the “Issue Date”). The 6.5 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 15 March 2027 (the “6.5 Year Non-Call Notes First Reset Date”), at a fixed rate of 2.875 per cent. per annum, payable annually in arrear on 15 March in each year with the first interest payment date on 15 March 2021, and (ii) thereafter in respect of each successive five year period, the first successive five year period commencing on (and including) the 6.5 Year Non-Call Notes 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 15 March in each year with the first such interest payment date on 15 March 2028 as further described under paragraph “5. Interest” in Section “Terms and Conditions of the 6.5 Year Non-Call Notes.” of this Prospectus (the “Terms and Conditions of the 6.5 Year Non-Call Notes”). There will be a first short coupon in respect of the interest period from, and including, the Issue Date to, but excluding, 15 March 2021. The 10 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 15 September 2030 (the “10 Year Non-Call Notes First Reset Date”), at a fixed rate of 3.375 per cent. per annum, payable annually in arrear on 15 September in each year with the first interest payment date on 15 September 2021, and (ii) thereafter in respect of each successive five year period, the first successive five year period commencing on (and including) the 10 Year Non-Call Notes 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 15 September in each year with the first such interest payment date on 15 September 2031 as further described under paragraph “5. Interest” in Section “Terms and Conditions of the 10 Year Non-Call Notes.” of this Prospectus (the “Terms and Conditions of the 10 Year Non-Call Notes” and together with the Terms and Conditions of the 6.5 Year Non-Call Notes, 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 relevant 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 (i) the 6.5 Year Non-Call Notes in whole, but not in part, (x) on any date during the period commencing on (and including) 15 December 2026 and ending on (and including) the 6.5 Year Non-Call Notes First Reset Date, or
on any Interest Payment Date falling thereafter, and (ii) the 10 Year NonCall Notes in whole, but not in part, (x) on any date during the period commencing on (and including) 15 June 2030 and ending on (and including) the 10 Year NonCall Notes First Reset Date, or
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 relevant 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 relevant 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 during the period from and including the First Call Date to and including the First Reset Date or upon any subsequent Interest Payment Date) as further described under paragraphs “6.3 Make-whole Redemption by the Issuer” of the relevant 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/creditrating-agencies/risk) in accordance with the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any tim
