Universal Registration Document 2020

7. General information about the Company and its capital

Agreements already approved by the Shareholders’ Meeting
Agreements approved during previous financial years that remained in force during the past financial year

Pursuant to Article 225-30 of the French Commercial Code, we have been notified that the following agreements, previously approved by Shareholders’ Meetings of prior years, have remained in force during the year.

1. Settlement agreement relating to the French State’s compensation for the closure of the Fessenheim nuclear plant

Persons concerned: the French State, represented by Mr Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF.

Nature, purpose and terms & conditions: the protocol agreement was entered into to determine the heads of damages and the terms and conditions for the calculation of compensation payable by the French State to EDF in connection with the early closure of the Fessenheim nuclear power plant. The conclusion of this settlement agreement, signed on 27 September 2019, was authorized by the Board of Directors’ meetings of 4 April and 20 September 2019.

The compensation breaks down as follows:

  • initial payments corresponding to the plant’s anticipated closure costs. In this respect EDF received compensation of €370 million on 14 December 2020. This compensation is recognized in the income statement in operating subsidies at the same rate as the anticipated closure costs, that is €50 million in the year ended 31 December 2020;
  • further payments corresponding to lost profits that would have been generated by future production volumes, determined on the basis of the past production of the Fessenheim power plant, up to 2041, calculated ex post in accordance with the sales prices of nuclear production, and in particular observed market prices. This second category of compensation had no impact in the year ended 31 December 2020.
2. Sale agreement between EDF, AREVA SA and AREVA NP for the acquisition of 75.5% of NEW NP’s (now called Framatome) capital

Persons concerned: the French State, represented by Mr Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF and AREVA SA, and Mr François Delattre, director of EDF and AREVA SA.

Nature, purpose and terms & conditions: following the memorandum of understanding signed on 28 July 2016, the Board of Directors, which met on 15 November 2016, had previously authorized the agreement, signed the same day, setting the terms of the sale of the interest conferring to EDF exclusive control of an entity (“NEW NP” which has become “Framatome”), 100%-held by AREVA NP, a subsidiary of AREVA SA, regrouping the activities relating to the design and manufacturing of nuclear reactors and equipment, fuel assemblies and services to the nuclear installed base within the Group.

The final acquisition agreement covering 75.5% of the capital of Framatome was authorized by your Board of Directors on 14 December 2017 and signed on 22 December 2017.The acquisition was carried out on 31 December 2017 for €1,868 million, excluding acquisition costs.

The final acquisition agreement covering 75.5% of the capital of Framatome was authorized by your Board of Directors on 14 December 2017 and signed on 22 December 2017. The acquisition was carried out on 31 December 2017 for €1,868 million, excluding acquisition costs.

This contract may be applied following the implementation of contractual mechanisms relating to vendor warranties.

3. Other agreements signed by EDF as part of the sale by AREVA SA of its entire interest in NEW NP (now called Framatome)

Persons concerned: the French State, represented by Mr Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF and AREVA SA, and Mr François Delattre, director of EDF and AREVA SA.

In addition to the agreement signed by EDF, AREVA SA and AREVA NP for the acquisition of 75.5% of Framatome mentioned in the first part of this report, your Board of Directors authorized the following agreements on 23 June 2017 and 14 December 2017, which were approved by the Combined Shareholders’ Meeting of 15 May 2018 held to approve the financial statements for the year ended 31 December 2017.

a) Agreement signed by EDF relating to the acquisition of 19.5% of the Framatome shares by Mitsubishi Heavy Industries (MHI)

Nature, purpose and terms & conditions: the final acquisition agreement was signed on 14 December 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows MHI to acquire 19.5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF.

The negotiations regarding the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF and MHI are ongoing between the parties.

The negotiations regarding the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF and MHI are ongoing between the parties.

b) Agreement signed by EDF relating to the acquisition of 5% of the Framatome shares by Assystem

Nature, purpose and terms & conditions: the final acquisition agreement was signed on 14 December 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows Assystem to acquire 5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF

The negotiations regarding the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF and Assystem regarding are ongoing between the parties.