For the past three financial years, EDF’s share capital has been owned as follows as at 31 December of each year:
| At 31/12/2019 | At 31/12/2018 | At 31/12/2017 | ||||
|---|---|---|---|---|---|---|
| Number of shares | % of capital | Number of shares | % of capital | Number of shares | % of capital | |
| State(1) | State (1)At 31/12/20192,593,960,583 | State (1)At 31/12/201883.58 | State (1)At 31/12/20172,518,498,450 | 83.67 | 2,444,361,086 | 83.50 |
| Institutional and private investors | Institutional and private investors At 31/12/2019463,147,431 | Institutional and private investors At 31/12/201814.92 | Institutional and private investors At 31/12/2017453,361,661 | 15.06 | 444,381,189 | 15.18 |
| Employee shareholdings | Employee shareholdings At 31/12/201941,630,134 (1) | Employee shareholdings At 31/12/20181.34 | Employee shareholdings At 31/12/201734,679,546 (2) | 1.15 | 35,266,513 | 1.20 |
| Treasury shares | Treasury shares At 31/12/20194,882,938 | Treasury shares At 31/12/20180.16 | Treasury shares At 31/12/20173,728,019 | 0.12 | 3,430,016 | 0.12 |
| TOTAL | TOTALAt 31/12/20193,103,621,086 | TOTALAt 31/12/2018100.00 | TOTALAt 31/12/20173,010,267,676 | 100.00 | 2,927,438,804 | 100.00 |
(1) This number includes 37,527,237 shares (representing 1.21% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF” FCPE of the EDF group’s savings plan). This number also includes almost 4.1 million shares, representing 0.13% of the capital, held as directly or administered registered shares, with no lock-in periods or whose lock-in periods have expired, by employees or former employees.
(2) This number includes 30,453,101 shares (representing 1.01% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF” FCPE of the EDF group’s savings plan). This number also includes almost 4.2 million shares, representing 0.14% of the capital, held as directly or administered registered shares, with no lock-in periods or whose lock-in periods have expired, by employees or former employees.
Following a French state allotment of 389,349,361 EDF shares to EPIC Bpifrance, on 29 January 2018, Bpifrance and the French State combined crossed the statutory thresholds of 5%, 10%, 15%, 20%, 30%, one third, 50% and two-thirds of the Company’s capital and voting rights. The French state and Bpifrance act together and have to consult each other before every Shareholders’ Meeting of EDF. Bpifrance undertook to not transfer, pledge or otherwise dispose of the EDF shares.
To the Company’s knowledge, no shareholder other than the French State and Bpifrance directly or indirectly holds more than 5% of the capital and voting rights.
The Company conducted a study on identifiable bearer shares as at 31 December 2018, which allowed it to examine the ownership of its capital and the geographic allocation of its shareholders on this date. The table set out below summarises this information as at 31 December 2018 and 31 December 2019:
| At 31 December 2019 | At 31 December 2018 | |||
|---|---|---|---|---|
| Number of shares held | % of capital | Number of shares held | % of capital | |
| State* | State *At 31 December 20192,593,960,583 | State *At 31 December 201883.58 | 2,518,498,450 | 83.67 |
| Institutional investors in Europe (other than France) | Institutional investors in Europe (other than France) At 31 December 2019128,064,805 | Institutional investors in Europe (other than France) At 31 December 20184.13 | 124,602,395 | 4.14 |
| Institutional investors in the rest of the world | Institutional investors in the rest of the world At 31 December 2019196,362,093 | Institutional investors in the rest of the world At 31 December 20186.33 | 201,203,349 | 6.68 |
| Institutional investors in France | Institutional investors in France At 31 December 201974,924,143 | Institutional investors in France At 31 December 20182.41 | 68,798,317 | 2.29 |
| Private shareholders | Private shareholders At 31 December 201963,796,390 | Private shareholders At 31 December 20182.05 | 58,752,599 | 1.95 |
| Employee shareholdings | Employee shareholdings At 31 December 201941,630,134 | Employee shareholdings At 31 December 20181.34 | 34,679,546 | 1.15 |
| Treasury shares | Treasury shares At 31 December 20194,882,938 | Treasury shares At 31 December 20180.16 | 3,728,019 | 0.12 |
| TOTAL | TOTALAt 31 December 20193,103,621,086 | TOTALAt 31 December 2018100.00 | 3,010,267,676 | 100.00 |
* The French State’s investment in EDF’s share capital includes the allocation of 389,349,361 EDF shares in EPIC Bpifrance since January 2018.
The State(1) indicated that it held 2,593,960,583 EDF shares and 4,648,972,308 voting rights as at 31 December 2019 (or 83.58% of the capital and 88.89% of the voting rights of EDF(2)). The state has committed to choosing a payment in shares for the remaining dividend for 2018 as well as 2019 and 2020.
To EDF’s knowledge, there are no agreements whose implementation could subsequently lead to a change in the Company’s control.
Moreover, pursuant to Article L. 111-67 of the French Energy Code, the State may not hold less than 70% of EDF’s capital.
(1) The French State’s investment in EDF’s share capital includes the allocation of 389,349,361 EDF shares in EPIC Bpifrance since January 2018.
(2) This percentage was calculated based on the number of theoretical voting rights for all shares carrying voting rights, including those stripped of voting rights.
