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 by law 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, 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 inArticles 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.
For registered shares that grant immediate or deferred access to the capital, intermediaries that are registered under the conditions provided for in Article L. 228-1 of the French Commercial Code mentioned above, are required, within ten business days as from the request made by the Company or its agent, which may be made at any time, to disclose the identity of the owners of said securities.
Shares can be traded without restriction, subject to compliance with the provisions of the laws and regulations. They are registered in an account and are passed on by transfer from one account to another.
All changes to the articles of association, to the capital or to the voting rights attached to the securities that make up the capital are subject to the requirements of law, as the articles of association contain no specific provisions regarding such matters.
The Board of Directors adopted internal rules of procedure, which are regularly updated, defining the operating procedures of the Board of Directors in addition to applicable legal and regulatory requirements and the provisions of the Company’s articles of association.
These procedures are described in section 4.2. “Members and functioning of the Board of Directors”.
The Group’s internal rules of procedure are accessible on the Group’s website (www.edf.fr ⓦ).
Shareholders’ Meetings are convened by the Board of Directors or, in the last resort, by the Statutory Auditors or by any person empowered to do so. Meetings are held at the registered office or at any other place stated in the convening notice.
Shareholders’ Meetings may be held by video conference or any telecommunication means that allow shareholders to be identified. The conditions governing the type and use of such means are specified in Articles R. 225-97 to R. 225-99 of the FrenchCommercial Code. In such cases, shareholders who participate in the meeting by such means are deemed to be present for the calculation of the quorum and majority, under the conditions specified by law.
All shareholders can attend Shareholders’ Meetings, regardless of the number of shares they own.
Shareholders may choose between one of the following three methods of participation: attending the General Meeting in person by requesting an admission card, giving a proxy (power of attorney) to the Chairman of the General Meeting or to any individual or legal entity of their choice (Article L. 225-106 of the FrenchCommercial Code) or casting their vote remotely (forms which fail to provide a choice as regards a voice are considered as negative votes; votes expressing an abstention will be taken into account for the calculation of the quorum but will not be taken into account for the calculation of the majority).
In accordance with Article R. 225-85 of the French Commercial Code, proof of the right to participate in a Shareholders’ Meeting is obtained by the registration of the securities in an account in the name of the shareholder or of the intermediary that is registered on the shareholder’s behalf (pursuant to paragraph 7 of Article L. 228-1 of the French Commercial Code), on the second day prior to the meeting, i.e. at midnight, Paris time, either in the registered share accounts held by the Company (orits authorised representative), or in the bearer share accounts held by the accredited intermediary.
In accordance with Article R. 225-85 of the French Commercial Code, the registration of the securities in the bearer share accounts held by financial intermediaries is evidenced by a shareholding certificate issued by these intermediaries, where applicable by electronic means under the conditions provided for in Article R. 225-61 of the French Commercial Code, as an appendix to the postal voting form, the voting proxy or admission card request made on behalf of a shareholder or on behalf of a shareholder who is represented by the registered intermediary.
All shareholders may grant a proxy to any individual or legal entity of their choice in order to be represented at a Shareholders’ Meeting. Proxies, as well as any proxy revocations, must be evidenced in writing and notified to the Company. Proxies maybe revoked in the same forms as those required for the designation of the proxy holder, including by electronic means if need be. The owners of shares that are properly registered in the name of an intermediary under the conditions provided for in Article L. 228-1 of the French Commercial Code may be represented by a registered intermediary under the conditions provided for in said article.
EDF gives its shareholders the possibility of voting online, prior to the Shareholders’Meeting.
Certain shares may carry double voting rights in accordance with the conditions laid down in Act no. 2014-384 of 29 March 2014 (see section 7.2.4 “Rights attached to shares”).
