Commentary & Deal Flow

Reoffer: PerpNC5.5: 5.375% / 99.452
Benchmark: PerpNC5.5: DBR 0 15-Feb-32 @ 84.64 / B+225.8bp

Tranche 1 (PerpNC5.5): Final books > €2.65bn. Peak book > €3bn

Launched: PerpNC5.5: €1bn @ 5.375% - Books > €3bn
IPTs: PerpNC5.5: 5.750%a

• Issuer: Electricite De France SA
• LEI: 549300X3UK4GG3FNMO06
• Ranking: Deeply subordinated, ranking senior only to (i) Equity Securities (ii) pari passu without any preference among themselves and pari passu with all other present and future Deeply Subordinated Obligations of the Issuer and (iii) subordinated to present and future titres participatifs or prêts participatifs issued by or granted to the Issuer, Ordinary Subordinated Obligations, any potential subordinated Obligations ranking or expressed to rank senior to Ordinary Subordinated Obligations and Unsubordinated Obligations of the Issuer
• Status / Format: Reg S, Dematerialized Bearer Form
• Issuer Ratings: Baa1 (stable) / BBB+ (stable) / BBB+ (stable) (Moody's / S&P / Fitch)
• Expected Issue Ratings: Ba2 / BB- / BBB- (Moody's / S&P / Fitch)
• Expected Equity Credit: Basket M (50%) with Moody's / Intermediate (50%) until the First Reset Date with S&P / eligible for 50% equity credit with Fitch
• Issue Size: €1bn
• Re-offer: 5.375% (Annual) | 99.452 | Reset Margin: 209.5bps
• Benchmark: DBR 0 15-Feb-32 (84.64 bid) + 225.8bps
• Tranche: Perp NC5.5
• Settlement date: 14-Sep-26 (T+4)
• First Call Date: 14-Dec-31
• First Reset Date: 14-Mar-32
• Interest Rate Payment: 5.250% Fixed rate payable annually on each Interest Payment Date until the First Reset Date at the Initial Rate of Interest. Thereafter, reset on the First Reset Date and every 5 years at the then prevailing 5-year Mid-swap rate plus the relevant Margins, payable annually on each Interest Payment Date (subject to Benchmark discontinuation provisions)
• Interest Payment Dates: 14 March in each year commencing on 14-Mar-27 (short first coupon)
• Margins:
  • 209.5 bps from the First Reset Date to the First Step-up Date (the initial margin)
  • Additional 25bps from 14-Mar-37 (the First Step-up Date – 5 years after the First Reset Date)
  • Additional 75bps from 14-Mar-52 (the Second Step-up Date - 20 years after the First Reset Date)
• Optional Interest Payment: The Issuer may, at any time and at its sole discretion, elect to defer in whole or in part the payment of interest accrued on the Notes in respect of any Interest Period, on a cumulative and compounding basis, except in relation to a payment of interest to be made on an Interest Payment Date falling on the date of redemption of the Notes.
• Compulsory Payment of Arrears of Interest: Arrears of Interest (together with any Additional Interest Amount) may be paid in whole or in part, at any time, at the Issuer's discretion, but all Arrears of Interest (together with the corresponding Additional Interest Amount) in respect of all Notes for the time being outstanding shall become due and payable in full at the earliest of (i) the 10th Business Day following the occurrence of a Compulsory Arrears of Interest Payment Event (including distribution or redemption of Equity or Parity Securities) ; (ii) the next scheduled Interest Payment Date in respect of which the Issuer does not elect to defer all or part of the interest accrued in respect of the relevant Interest Period, (iii) the date of any redemption of the Notes; or (iv) date upon which a judgment is made by a competent court for the voluntary or judicial liquidation of the Issuer or for the sale of the whole of the business in respect of the Issuer or in the event of the liquidation of the Issuer for any other reason, subject to customary carve-outs
• Optional Redemption Dates:
  • 3-month par call from the First Call Date until (and incl.) the First Reset Date
  • Call option at par on any Interest Payment Date thereafter
  • Make-Whole Redemption option at the Make-Whole Redemption Amount at any time other than (i) during the period from and including the First Call Date to and including the First Reset Date and (ii) on any subsequent Interest Payment Date
• Make-whole Redemption Margin: B+35bps
• Special Redemption Events:
  • Accounting Event, Rating Methodology Event or Tax Deductibility Event at 101% before the First Call Date, at par thereafter
  • Clean-up Call Option (75%), Tax Gross-Up Event or Withholding Tax Event, at par
• IFRS Accounting Treatment: Equity
• Replacement Provision: Intention-based (non-binding) and subject to carve-outs
• Day Count Fraction: Actual/Actual ICMA
• Business Day Convention: Following, unadjusted
• Business days: T2
• Denominations: €100,000 x €100,000
• ISIN Code: FR001401ARD5
• Common Code: 349754827
• Listing: Euronext Paris
• Governing Law: French Law
• Documentation: Base Prospectus relating to the Issuer's EMTN Programme dated 04-Aug-26
• Active Bookrunners: Barclays, BNP Paribas (B&D), ING, Natixis, MUFG
• Use of proceeds: In compliance with its Green Financing Framework, the Issuer intends to allocate an amount equivalent to the net proceeds of the Notes to capital expenditures in nuclear power generation within the EU and aligned to the EU-Taxonomy, specifically to existing French nuclear reactors in relation to their lifetime extension
• Selling Restrictions: As set out in the Base Prospectus dated 04-Aug-26
• Target Market: The manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the UK
• Advertisement: The Base Prospectus, the Supplement along with the final Terms, when published, will be available on the Autorité des marchés financiers website: https://www.amf-france.org and on the Issuer website: https://www.edf.fr/en/the-edf-group/dedicated-sections/investors/debt/bonds.
  The new Green Financing Framework and S&P Second Party Opinion dated 28-Apr-25 and the presentation of the updated Green Financing Framework are available on the Issuer website: https://www.edf.fr/en/the-edf-group/dedicated-sections/investors/debt/sustainable-finance
• Timing: ToE 15.18 UKT | FTT 15.45 UKT / 16.45 CET