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 8 February 2023, the French Financial Markets Authority (the “AMF”) published the result of the simplified public tender offer (the “Offer”) filed by the French State for the EDF shares and the Bonds.
Subsequently, pursuant to Condition 2.6.3 (Public offers) of the Conditions, the Adjustment Period in case of a Public Offer will expire on 1st March 2023, being the date that is 15 Business Days after the publication by the AMF of the notice of result of the Offer.
Upon expiry of the Adjustment Period in case of a Public Offer, the Conversion/Exchange Ratio will be adjusted to 1.124 Share per OCEANE, corresponding to the Conversion/Exchange Ratio applicable prior to the Adjustment Period in case of a Public Offer.
In accordance with the undertakings taken by the French State pending the decision of the Paris Court of Appeal on the claim seeking the annulment of the AMF’s clearance decision, in the event of a reopening of the Offer should the Court of Appeal confirm the clearance decision, the Conversion/Exchange Ratio would be adjusted again to 1.2890 Share per OCEANE within a new Adjustment Period in case of a Public Offer, according to terms and conditions to be communicated by EDF.