OFFERING CIRCULAR Dated 24th May, 2004 EOFENERGY EDF ENERGY PLC (incorporateci and registered with limited liability in England and Wales under registration number 02366852) i and EDF ENERGY NETWORKS (LPN) PLC (incorporated and registered with limited liability in England and Wales under registration number 03929195) and EDF ENERGY NETWORKS (EPN) PLC (incorporated and registered with limited liability in England and Wales under registration number 02366906) and EDF ENERGY NETWORKS (SPN) PLC (incorporated and registered with limited liability in England and Wales under registration number 03043097) €4,000,000,000 Euro Medium Term Note Programme Under this €4.000,000,000 Euro Medium Term Note Programme (the "Programme",). EDF Energv pic. EDF Energv Networks (LPN) pic ("LPN";. EDF Energy Networks (EPN) pic ("EPN"; anil EDF Energy Networks (SPN) pic ("SPN" and. together with EDF Energy pic, LPN anil-EPN, tile "Issuers" anil each an "Issuer"; may from tinte lo time issue notes (the "Notes"; denominated in any currency agreed between the Issuer of such Notes (the "relevant Issuer"; anil the relevant Denier (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,000.000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described in this Offering Circular. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuers (each a "Dealer" and together the "Dealers";, which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services find Markets Act 2000 (the "UK Listing Authority"; for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list maintained by the UK Listing Authority (the "Official List"; and to the London Stock Exchange pic (the "London Stock Exchange";/»/' such Notes to be admitted to trading on the London Stock Exchange's market for listed securities. Admission to the Official List together with admission to the London Stock Exchange's market for listed securities constitute official listing on the London Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche ( as defined under "Terms and Conditions of the Notes"; of Notes will beset out in a pricing supplement (the "Pricing Supplement "; which, with respect to Notes to be admitted to the Official List and admitted to trading on the London Stock Exchange 's market for listed securities, »'ill be delivered to the UK Listing A uthorily and the London Stock Exchange on or before the date of issue of the Notes of such Tranche. The Programme provides that Notes may be listed on such oilier or further stock exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer. The issuers may also issue unlisted Notes. The Notes have not been and will not be registered under the U. S. Securities Act of 1933, as amended, (the "Securities Act ") and may not be offered or sold in the United States or to, or for the benefit of. U. S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See "Form of the Notes"/òc a description of the manner in which Notes will be issued. The relevant Issuer and the Trustee (as defined herein) may agree with any Dealer that Notes may be issued in a form not contemplated bv the Terms and Conditions of the Notes herein, in which event (in the case of Notes admitted to the Official List) supplementary listing particulars or further listing particulars, ij appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger BNP PARIBAS Dealers BARCIA YS CAPITAL BNP PARIBAS HSBC THE ROYAL BANK OF SCOTLAND Each of the Issuers accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of each Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit any tiling likely to affect the import of such information. Any reference in this Offering Circular to Listing Particulars (as defined below) means this Offering Circular excluding all information incorporated by reference. The Issuers have confirmed that any information incorporated by reference, including any such information to which readers of this Offering Circular are expressly referred, has not been and does not need to be included in the Listing Particulars to satisfy the requirements of the Financial Services and Markets Act 2000 or the listing rules of the UK Listing Authority. The Issuers believe that none of the information incorporated in this Offering Circular by reference conflicts in any material respect with the information included in the Listing Particulars. A copy of this Offering Circular, which comprises the listing particulars approved by the UK Listing Authority as required by the Financial Services and Markets Act 2000 (the "Listing Particulars") in relation to Notes admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed securities and issued during the period of 12 months from the date of this Offering Circular, has been delivered for registration to the Registrar of Companies in England and Wales as required by section 83 of that Act. Copies of each Pricing Supplement (in the case of Notes to be admitted to the Official List) will be available from FT Business Research Centre, operated by FT Interactive Data at Fitzroy House, 17 Epworth Street, London EC2A 4DL and from the specified office set out below of each of the Paying Agents (as defined below). This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"/ This Offering Circular shall be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular but not part of the Listing Particulars. Neither the Dealers nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuers in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the issuers in connection with the Programme. No person is or has been authorised by the Issuers or the Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Trustee or any of the Dealers. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (li) should be considered as a recommendation by the Issuers, the Trustee or any of the Dealers that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuers, the Trustee or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuers is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuers during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should refer, inter alia, to the most recently published documents incorporated by reference into this Offering Circular. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.