OCEANE due 2024: new conversion / exchange ratio following the result of the simplified public tender offer filed by the French State

OCEANE due 2024: new conversion / exchange ratio following the result of the simplified public tender offer filed by the French State

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 1^st 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 Offer¹.

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 decision², 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.

This press release is certified. Check its authenticity on medias.edf.com

About EDF
As a major player in energy transition, the EDF Group is an integrated energy company active in all businesses: generation, transmission, distribution, energy trading, energy sales and energy services. EDF group is a world leader in low-carbon energy, having developed a diverse production mix based mainly on nuclear and renewable energy (including hydropower). It is also investing in new technologies to support energy transition. EDF’s raison d’être is to build a net zero energy future with electricity and innovative solutions and services, to help save the planet and drive well-being and economic development. The Group is involved in supplying energy and services to approximately 38.5 million customers (1), of whom 29.3 million in France (2). It generated consolidated sales of €84.5 billion in 2021. EDF is listed on the Paris Stock Exchange.

(1) Since 2018, customers are counted per delivery site. A customer can have two delivery points: one for electricity and another one for gas.
(2) Including ÉS (Électricité de Strasbourg) and SEI.

1 See press release of 18 May 2022.
2 See press release of 26 January 2023.

Attachment

• PR_Conversion ratio adjustement V08.02