A share buyback programme initially authorised by the Shareholders’ Meeting held on 9 June 2006, has been used by the Board of Directors within a limit of 10% of the Company’s share capital and for an initial period of 15 months. This programme was continued for 18 months by the following Shareholders’ Meetings held since 2006, including by the Shareholders’ Meeting held on 15 May 2018 which approved it.
After consulting the Board of Directors’ report, and in accordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code (Code de commerce), the eighteenth resolution adopted by the Shareholders’ Meeting held on 16 May 2019 authorised the Board of Directors to implement a programme to buy back Company shares, capped at a maximum of 10% of the Company’s capital.
This resolution immediately terminated the unused portion of the authorisation to purchase Company shares, which was granted by the seventh resolution adopted by the Shareholders’ Meeting held on 15 May 2018.
The main aims of the share buyback programme are as follows: to cancel shares; to allot or transfer shares to employees or former employees of the Company, on the terms and conditions provided for by law, in particular as their share of the Company’s profits, or by way of bonus shares or offers reserved for employees; to deliver shares following the exercise of rights attached to securities granting access to the capital by redemption, conversion, exchange, presentation of a warrant or otherwise; to provide liquidity through a liquidity contract in accordance with accepted market practice established by the AMF; to deliver shares following the exercise of rights attached to securities granting access to the Company’s capital and implement all hedging transactions for the obligations of the Company or one of its
subsidiaries; to retain and subsequently deliver shares in connection with external growth transactions, contributions, mergers or demergers; more generally, to carry out any transaction that is or may become authorised under the regulations in force, or falling within the scope of market practice accepted by the AMF.
The maximum percentage of capital that may be bought back under this programme is 10% of the total number of shares making up the share capital (or 5% for shares acquired with a view to their retention and subsequent delivery in payment or in exchange as part of an external growth transaction), it being noted that whenever shares are bought back to provide liquidity under a liquidity contract, the 10% threshold will be calculated using the number of shares purchased, as reduced by the number of shares resold during the validity period of the authorisation.
Under no circumstances may the Company hold, directly or indirectly, more than 10% of its capital.
These shares may be acquired or transferred, under the conditions and within the limits, in particular in terms of volumes and price, provided for by the laws and regulations in force on the date of the relevant transactions, by any means, such as on the market or over the counter, including via block trades (purchases or sales), by the use of derivative financial instruments or notes or securities that grant access to Company shares, or by implementing option strategies, under the conditions stipulated by the market authorities and at such times as determined by the Board of Directors or any person who is acting on the Board’s behalf. This authorisation maybe used during public takeover bids, within the limits permitted by the applicable regulations.
The Shareholders’ Meeting set at €30 the maximum purchase price per share(1) and at €2 billion the maximum amount of funds allocated to the implementation of the programme, and granted the Board of Directors full powers, with the right of delegation, to use this authorisation.
The authorisation was granted for a maximum of 18 months as from the Shareholders’ Meeting of 16 May 2019, and will therefore end on 16 November 2020, unless the Shareholders’ Meeting of 7 May 2020 adopts the new programme described in section 7.3.2.3 “Description of the new share buyback programme to be submitted for approval at the Combined Shareholders’ Meeting to be held on 7 May 2020” below.
| Number of treasury shares held at 31 December 2019 | 4,882,938.00 |
|---|---|
| Percentage of capital held through treasury shares at 31 December 2019 | Percentage of capital held through treasury shares at 31 December 2019 4,882,938.000.1573% |
| Carrying value of the portfolio at 31 December 2019(1)(in euros) | Carrying value of the portfolio at 31 December 2019 (1)(in euros)4,882,938.0063,890,493.70 |
| Market value of the portfolio at 31 December 2019(2)(in euros) | Market value of the portfolio at 31 December 2019 (2)(in euros)4,882,938.0048,477,808.46 |
| Number of shares cancelled over the past 24 months | Number of shares cancelled over the past 24 months 4,882,938.000 |
(1) Valued at the purchase price.
(2) Based on the closing price at 31 December 2019, i.e. €9.9280.
Following changes to the regulations governing liquidity contracts and in accordance with AMF decision no. 2018-01 of 2 July 2018, a new liquidity contract was signed with Oddo BHF and as at 28 March 2019, the liquidity account comprised €10,120,161 and 738,882 shares.
During the 2019 financial year, EDF acquired 8,364,873 of its own shares and sold10,856,867 shares under the liquidity contract. The average share purchase price was €11.8013 and the average share sale price was €7.7702.
At 31 December 2019, the Company held a total of 4,882,938 treasury shares.1,185,431 of these shares (0.0382% of its share capital) are held under the liquidity contract, and the remaining 3,697,507 shares (0.1191% of its share capital) have been earmarked for cancellation via a reduction of capital.
On 19 December 2019, the Chairman and Chief Executive Officer, using the powers delegated by the Board of Directors, decided to reallocate 3,646,913 EDF shares initially allocated to the liquidity contract and 50,594 shares allocated to a 2007 offer reserved for employees that had lapsed, i.e. a total of 3,697,507 shares, to the objective of reducing the capital by cancelling the said shares.
On this date, EDF’s subsidiaries did not hold any shares, either directly or indirectly.
(1) The Board of Directors may, however, adjust the aforementioned purchase price if premiums, reserves or profits are capitalised, which results either in an increase in the par value of the shares or in the creation and award of bonus shares, and in the event of a stock split or reverse stock split, or any other transaction involving the shareholders’ equity, in order to take into account the impact of these operations on share value.
