For so long as any Notes may be issued under the Programme or are outstanding, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Fiscal Agent, the Paying Agents and the Issuer:
(i) the statuts of the Issuer;
(ii) the Amended and Restated Agency Agreement;
(iii) the published annual report of the Issuer and audited consolidated accounts of the RTE Group for 2013 and for 2014 (also available on www.rte-france.com) (in English and French) (in each case as soon as they are published); (iv) Final Terms for Notes that are admitted to trading on Euronext Paris and/or any other Regulated Market;
(v) a copy of this Base Prospectus together with any Supplement to this Base Prospectus or further Base Prospectus and any document incorporated by reference in such documents; and
(vi) any reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at the Issuer's request any part of which is included or referred to in this Base Prospectus.
TAXATION
The following is a summary of certain French and EU taxations considerations relating to the purchase, ownership and disposition of the Notes by a beneficial holder of the Notes. This summary is based on the tax laws and regulations of France, as currently in effect and applied by the French tax authorities, all of which are subject to change or to different interpretation. This summary is for general information and does not purport to address all French tax considerations that may be relevant to specific holders in light of their particular situation. Persons considering the purchase of Notes should consult their own tax advisers as to French or EU tax considerations relating to the purchase, ownership and disposition of Notes in light of their particular situation.
EU Taxation
EU Savings Tax Directive
On 3 June 2003, the Council of the European Union adopted Council Directive 2003/48/EC regarding the taxation of savings income (the "EU Savings Tax Directive"). The EU Savings Tax Directive has been applied by EU Member States since 1 July 2005.
According to the EU Savings Tax Directive, EU Member States are required to provide to the tax authorities of other EU Member States details of payments of interest or other similar income paid (or deemed to be paid) by a paying agent within its jurisdiction to, or for the benefit of, an individual resident in another EU Member State or certain other types of entities established in such other EU Member State (the "Disclosure of Information Method").
On 24 March 2014, the Council of the European Union adopted a Council Directive (the "Amending Directive") amending and broadening the scope of the requirements described above. Member States are required to adopt national rules for transposing the Amending Directive by 1 January 2016 and to apply these new requirements from 1 January 2017. The changes will expand the range of payments currently covered by the EU Savings Tax Directive, in particular to include additional types of income payable on securities. The Amending Directive will also apply a "look through approach" to payments made via certain entities or legal arrangements (including trusts and partnerships), where certain conditions are satisfied, where an individual resident in a Member State is regarded as the beneficial owner of the payment for the purposes of the Amending Directive. This approach may in some cases apply where the entity or legal arrangement is established or effectively managed outside of the European Union.
However, throughout a transitional period, Austria will withhold an amount on such payments instead of using the Disclosure of Information Method, except if the beneficiaries of the interest payments opt for the Disclosure of Information Method. According to the Luxembourg law dated 25 November 2014, the Luxembourg government has abolished the withholding tax system with effect from 1 January 2015 in favour of automatic information exchange under the EU Savings Tax Directive. Certain associated or dependent territories to the EU and certain other jurisdictions, which have signed an agreement with EU Member States (Switzerland, Liechtenstein, British Virgin Island, Guernsey, Isle of Man, Jersey, former Netherlands Antilles, San Marino, Monaco, Turks & Caicos Island and Andorra), have adopted similar measures to those included in the EU Savings Tax Directive.
France — Taxation
The following is a description limited to certain tax considerations in France relating to the Notes that may be issued under the Programme to any holder of Notes who does not concurrently hold shares of the Issuer. Prospective holders or beneficial owners of Notes should consult their tax advisors as to the tax consequences of any investment in or ownership and disposition of the Notes.
(a) Directive
The EU Savings Tax Directive has been implemented in French law by Article 242 ter of the Code général des impôts
(“FTC”) and Articles 49 I ter to 49 I sexies of the Schedule III to the FTC. These provisions impose on paying agents based in France an obligation to report to the French tax authorities certain information with respect to interest payments made to beneficial owners domiciled in another Member State (or in certain territories), including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interest (within the meaning of the EU Savings Tax Directive) paid to that beneficial owner.
(b) Notes issued as from 1 March 2010
Pursuant to Article 125 A III of the FTC, as interpreted by the French tax authorities in their official guidelines (BOI- INT-DG-20-50-20140211), payments of interest and other income made by the Issuer with respect to Notes issued on or after 1 March 2010 (other than Notes (described below) which are assimilated (assimilables for the purposes of French law) and form a single series with Notes issued prior to 1 March 2010 having the benefit of Article 131 quater
of the FTC) will not be subject to the withholding tax set out under Article 125 A III of the FTC unless such payments are made outside France in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the FTC (a "Non-Cooperative State"). If such payments under the Notes are made in a Non- Cooperative State, a 75 per cent. withholding tax will be applicable (regardless of the tax residence of the owners of Notes) (subject to exceptions, certain of which are set forth below and to the more favourable provisions of any applicable double tax treaty) by virtue of Article 125 A III of the FTC. The list of Non-Cooperative States is published by a ministerial executive order and is updated on annual basis.
Furthermore, pursuant to Article 238 A of the FTC, interest and other income on such Notes are not deductible from the Issuer's taxable income, if they are paid or accrued to persons domiciled or established in a Non-Cooperative State or paid to a bank account opened in a financial institution located in such a Non-Cooperative State (the "Deductibility Exclusion"). Under certain conditions, any such non-deductible interest and other income may be recharacterised as constructive dividends pursuant to Article 109 et seq. of the FTC, in which case such non-deductible interest and other income may be subject to the withholding tax provided by Article 119 bis 2 of the FTC, at a rate of 30% or 75%, subject to the more favourable provisions of any applicable double tax treaty.
Notwithstanding the foregoing, neither the 75 per cent. withholding tax provided by Article 125 A III of the FTC, nor, to the extent that the relevant interest or income relate to genuine transactions and are not in an abnormal or exaggerated amount, the Deductibility Exclusion and the withholding tax provided by Article 119 bis 2 of the FTC will apply in respect of a particular issue of Notes solely by reason of the relevant payments being made to persons domiciled or established in a Non-Cooperative State or paid in such a Non-Cooperative State if the Issuer can prove that the principal purpose and effect of such issue of Notes were not that of allowing the payments of interest or other income to be made in a Non-Cooperative State (the "Exception"). Pursuant to official guidelines issued by the French tax authorities under the references BOI-INT-DG-20-50-20140211, no. 990, BOI-RPPM-RCM-30-10-20-40- 20140211, no. 70, and BOI-IR-DOMIC-10-20-20-60-20150320, no. 10, an issue of Notes will benefit from the Exception without the issuer having to provide any proof of the purpose and effect of such issue of the notes if such notes are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority; or
(ii) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market operator or an investment services provider, or by such other similar foreign entity, provided further that such market operator, investment services provider or entity is not located in a Non-Cooperative State; or
(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the French Monetary and Financial Code (Code monétaire et financier), or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State.
(c) Notes which are assimilated to (assimilables for the purpose of French law) Notes issued before 1 March 2010 Payments of interest and other income with respect to Notes issued on or after 1 March 2010 and which are assimilated to (assimilables for the purpose of French law) and form a single series with Notes issued (or deemed issued) outside France as provided under Article 131 quater of the FTC, before 1 March 2010, will continue to be exempt from the withholding tax provided by Article 125 A III of the FTC. Pursuant to the official guidelines of the French tax authorities BOI-RPPM-RCM-30-10-30-30-20140211, no. 100, the exemption will also apply if the payments are made outside France in a Non-Cooperative State.
Notes issued before 1 March 2010, whether denominated in Euro or in any other currency, and constituting obligations
under French law, or titres de créances négociables within the meaning of the official guidelines issued by the French tax authorities under the reference BOI-RPPM-RCM-30-10-30-30-20140211, no. 50, or other debt securities issued under French or foreign law and considered by the French tax authorities as falling into similar categories, are deemed to be issued outside the Republic of France for the purpose of Article 131 quater of the FTC, in accordance with the above mentioned official guidelines issued by the French tax authorities.
Furthermore, neither the Deductibility Exclusion, nor the withholding tax provided by Article 119 bis 2 of the FTC will apply in respect of the Notes issued on or after 1 March 2010 and which are assimilated (assimilables) with Notes issued before 1 March 2010 solely by reason of the relevant payments being accrued or paid to persons domiciled or established in a Non-Cooperative State or paid on a bank account opened in a financial institution located in such a Non-Cooperative State.
The tax regime applicable to the Notes which do not benefit from the Exception will be set out in the relevant Final Terms.
See "Terms and Conditions of the Notes – Taxation". (d) Payments made to French tax resident individuals
Pursuant to Article 125 A of the the FTC, subject to certain limited exceptions, interest and assimilated income received by individuals who are fiscally domiciled (domiciliés fiscalement) in France are subject to a 24 per cent. withholding tax, which is deductible from their personal income tax liability in respect of the year in which the payment has been made. Social contributions (CSG, CRDS and other related contributions) are also levied by way of withholding tax at an aggregate rate of 15.5 per cent. on interest and assimilated revenues paid to individuals who are fiscally domiciled (domiciliés fiscalement) in France.
SUBSCRIPTION AND SALE