EDF

OCEANE due 2024: reopening of the simplified public tender offer filed by the French State and adjustment of the conversion / exchange ratio

OCEANE due 2024: reopening of the simplified public tender offer filed by the French State and adjustment of the conversion / exchange ratio

Notice to holders of the €2,399,999,989.27 bonds convertible into new shares and/or exchangeable for existing shares (OCEANE) due 2024 of Électricité de France (ISIN FR0013534518) (the “Bonds”)

Capitalized terms used but not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the “Conditions”).

Holders of the Bonds are hereby notified that, on 2 May 2023, the French Financial Markets Authority (the “AMF”) announced the reopening of the simplified public tender offer (the “Offer”) filed by the French State for the EDF shares and the Bonds from 4 May 2023 to 17 May 2023 (included), following the decision rendered on 2 May 2023 by the Paris Court of Appeal confirming the AMF’s clearance decision¹.

Subsequently, pursuant to Condition 2.6.3 (Public offers) of the Conditions and to EDF’s notice to holders of the Bonds dated 8 February 2023² :

• the Conversion/Exchange Ratio will be temporarily adjusted to 1,2890 Share per OCEANE during the Adjustment Period in case of a Public Offer, said Conversion/Exchange Ratio being calculated by reference to the initial opening date of the Offer, being 24 November 2022; and
  
  
• such Adjustment Period in case of a Public Offer will be in force from 4 May 2023 (being the first day on which the Shares may be tendered to the reopened Offer) until 13 June 2023 (included), being the date that is 15 Business Days after the date of publication by the AMF of the notice of result of the reopened Offer.
  
  

The attention of the holders of the Bonds is drawn to the fact that, subsequently to the reopened Offer period, the French State will request the implementation of a squeeze-out procedure on the Shares and the Bonds, since the legal and regulatory conditions for such implementation will be met³.

In accordance with Condition 2.4 (Terms of exercise of Conversion/Exchange Right), the Request Date (being the date on which any request to exercise any Conversion/Exchange Right shall be deemed to have been made in accordance with the Conditions) shall be the day on which the last of conditions (a) and (b) below shall have been satisfied (provided that if any such condition is satisfied on a day which is not a Business Day, or after 5:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day):