Universal Registration Document 2020

Commitments by EDF (excluding network managers)

EDF’s public service commitments include:

• the supply of electricity to customers who choose to remain at regulated tariffs;
• power generation: this area includes the implementation of the energy policy and maintaining a secure and environmentally friendly electricity production;
• the obligation to purchase or enter into remuneration supplement contracts concerning electricity generated by installations falling within the scope of the schemes
• contributing to the safety of the electricity network. In this regard, EDF undertakes to enter into several contracts with RTE, in particular concerning the optimisation of work on production facilities and the availability of the resources required to maintain network balance.

Commitments by network managers

Through the Public Service Contract, Enedis and RTE in their capacity as network managers made commitments concerning the management of the public networks for the transmission and distribution of electricity and the safety of the electricity system. These commitments are financed by the Tariff for Using the Public Electricity transmission and distribution Networks (TURPE).

These commitments concern, above all, network safety, supply quality, third party safety and the preservation of the environment – four areas where customers’ and local authorities’ expectations are especially high.

7.2 Incorporation documents and articles of association

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 of9 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.

7.2.1 Corporate purpose

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:

• to ensure the production, transmission, distribution, supply and trading of electrical energy, and the import and export of said energy;
• to carry out the public service missions assigned to EDF by the laws and regulations, in particular by the French Energy Code, and Article L. 2224-31 of theFrench Local Authorities Code (Code général des collectivités territoriales), as well as by concession agreements, and in particular the mission to develop and operate public electricity grids and to supply energy at regulated rates, to supply back-up power to electricity producers and customers with the aim of compensating for unforeseen supply failures, and to supply electricity to eligible customers who cannot find a supplier, while contributing to the balanced development of electricity supply by reaching the goals defined by the multi-year generation investments programme defined by the Minister for Energy;
• more generally, to engage in any industrial, commercial or service activity including research and engineering activities, in the field of energy, for categories of customer;
• to enhance the value of all the personal and real property assets it holds or uses;
• to create, acquire, rent or lease under a business lease, all personal property, real property, businesses and clientele, to lease, install and operate all establishments, businesses and clientele, plants and workshops relating to any one of the a forementioned purposes;
• to obtain, acquire, operate or sell all processes and patents concerning the activities that are related to any of the aforementioned purposes;
• to take part, directly or indirectly, in all transactions that may be connected to any of the aforementioned purposes, by creating new companies or undertakings, by contributing, subscribing for or purchasing equity or ownership interests, stakes, or through mergers, partnerships or in any other way whatsoever;
• more generally, to engage in all industrial, commercial, financial transactions, whether in personal or real property, that are directly or indirectly connected, in whole or in part, to any similar or related purposes or even to any purposes that may favour or develop the Company’s business.

EDF’s raison d’être would be to “Build a CO2-neutral energy future reconciling preservation of the planet, well-being and development through electricity and innovative solutions and services”.

7.2.2 Fiscal year

Each fiscal year lasts for 12 months, starting on 1 January and ending on 31 December of each year.

7.2.3 Statutory distribution of profits

The distributable profit consists of the net profit for the fiscal 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 fiscal 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 fiscal 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 fiscal 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 fiscal year, for any one shareholder. The first increased dividend was paid in 2014 for the 2013 fiscal 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.