In this Universal Registration Document, a reference to the articles of association means the Company’s articles of association as approved by French Decree no. 2004-1224 of 17 November 2004 adopted under French Act no. 2004-803 of 9 August 2004 relating to the public electricity and gas service and electricity and gas companies (the “9 August 2004 law”), which have subsequently been amended on various occasions.
EDF’s purpose, both in France and abroad and in compliance with the laws set out in the first Article of its articles of association, is:
Each financial year lasts for 12 months, starting on 1 January and ending on 31 December of each year.
The distributable profit consists of the net profit for the financial year, less prior losses carried forward and the various deductions provided for by the law or the articles of association, plus any retained earnings carried forward.
The Shareholders’ Meeting may decide to distribute amounts deducted from the reserves that are freely available to it, but must expressly state the reserve items from which the deductions are made.
After approving the financial statements and confirming the existence of distributable amounts (which include the distributable profit and any amounts deducted from the reserves mentioned above), the Shareholders’ Meeting can decide to distribute all or part of such amounts to the shareholders in the form of a dividend, allocate them to reserve items or carry them forward. The Board of Directors may also distribute interim dividends prior to the approval of the financial statements for the financial year, under the conditions laid down by law.
The Shareholders’ Meeting has the option of granting the shareholders a choice, for all or part of the dividend or interim dividend paid out, between payment in cash and payment in shares. Moreover, the Shareholders’ Meeting may decide to pay any dividend, interim dividend, reserve or premium that is distributed or any reduction in capital, through remittal of the Company’s assets, including financial securities.
Any shareholder who can prove, at the close of a financial year, that he has held registered shares for at least two years and still holds such shares on the date of payment of the dividend declared for the said financial year, will be entitled to an increased dividend for the said registered shares, equal to 10% of the dividend paid for the other shares, including in cases where the dividend is paid in shares. The number of shares eligible for the 10% increased dividend may not exceed 0.5% of the share capital at the close of the previous financial year, for any one shareholder. The first increased dividend was paid in 2014 for the 2013 financial year (see section 6.5.2 “Distribution policy, increased dividend”).
The terms governing the payment of distributions decided by the Shareholders’ Meeting, and the ex-dividend date of the distributed shares are fixed by the Shareholders’ Meeting or, failing this, by the Board of Directors, in accordance with the applicable statutory provisions. If the amount of the non-cash distributions to which a shareholder is entitled does not correspond to a whole number of shares, the said number will be rounded down to the next whole number and a balancing cash payment made to the shareholder or, if requested by the Shareholders’ Meeting, rounded up to the next whole number, with the difference being paid in cash by the relevant shareholder.
Each share entitles its holder to a portion of the Company’s profit and corporate assets that is proportional to the percentage of the capital that the share represents. Moreover, each share confers a voting right and the right to be represented at Shareholders’ Meetings in accordance with legislative, regulatory and bylaw restrictions.
On the filing date of this Universal Registration Document, EDF has only issued a single class of shares.
Ownership of a share automatically entails acceptance of the articles of association and decisions adopted by Shareholders’ Meetings.
Pursuant to Article L. 225-123 of the French Commercial Code (Code de commerce), as amended by Act no. 2014-384 of 29 March 2014, all fully paid-up shares that have been registered for at least two years in the name of the same shareholder will automatically entitle their holder to voting rights that are double that of the other shares. These provisions took effect on 3 April 2016. EDF’s Board of Directors had decided not to submit an amendment to the articles of association to the Shareholders’ Meeting, preventing the application of the double voting right set out in Article L. 225-123 of the French Commercial Code.
Shareholders are only liable for losses within the limit of their contributions.
Whenever it is necessary to hold more than one share in order to exercise any right whatsoever, in the event of an exchange, reverse stock split or allocation of shares, or due to a capital increase or reduction, a merger or any other corporate transaction, owners of single shares or numbers of shares below that required may only exercise such right if they take personal responsibility for consolidating or, if necessary, purchasing or selling the requisite number of shares.
Shareholders can choose to hold shares in registered or bearer form, subject to compliance with the laws and regulations.
Shares may be registered with an intermediary under the conditions provided for in Articles L. 228-1 et seq. of the French Commercial Code. Intermediaries must declare their status as intermediaries who hold shares for a third party, under the conditions provided for by the laws and regulations. These provisions are also applicable to the other securities issued by the Company.
Under the conditions provided for by the laws and regulations in force, the Company is entitled to request from the central custodian of financial instruments, at any time and provided that it pays the required consideration, as applicable, the name or corporate name, the nationality, the year of birth or the year of incorporation, and the address of the holders of bearer shares that grant an immediate or deferred right to vote at its own Shareholders’ Meetings, as well as the quantity of securities held by each of these shareholders and, where applicable, any restrictions to which the securities may be subject. The Company, in view of the list provided by the aforementioned body, has the right to ask the persons appearing on this list and whom the Company considers could be registered on behalf of third parties for the above information concerning the owners of the shares.
