EDF is announcing its intention to issue new US dollar-denominated perpetual subordinated notes (the “New Notes”).

EDF is also launching a tender offer (the “Offer”) to purchase any and all of its USD 1,500,000,000 Reset Perpetual Subordinated Notes with a first redemption at the option of EDF on 22 January 2024 (144A / Reg S ISIN: US268317AM62 / USF2893TAM83) of which USD 1,500,000,000 million is currently outstanding, which are admitted to trading on the regulated market of the Luxembourg Stock Exchange (the “Notes”). The Offer is being made on the terms and subject to the conditions contained in the offer to purchase dated 6 June 2023 (the “Offer to Purchase”) and is subject to the offer restrictions as more fully described in the Offer to Purchase. The settlement of the Notes validly tendered in the Offer is conditioned on the closing of EDF’s proposed issuance of the New Notes.

The difference, if any, between the nominal amount of the Notes to be redeemed pursuant to the Offer and the nominal amount of the issuance of the New Notes will be offset, for the purpose of the equity content, by the bonds convertible into and/or exchangeable for new and/or existing EDF shares converted on 24 May 2023[1].

The result of the Offer will be announced on 7 July 2023 (subject to change as a result of any extension, withdrawal, termination or amendment of the Offer).