Moreover, the Company’s articles of association provide that any individual or legal entity, acting alone or jointly, who acquires or ceases to hold, directly or indirectly, a number of shares that corresponds to 0.5% of the Company’s capital or voting rights, or a multiple of said fraction, is required to inform the Company, by registered letter with return receipt requested, at the latest before the close of business on the fourth trading day following the day on which the shareholding threshold is exceeded, of the total number of shares, voting rights or equity interests held. The Company’s articles of association state that the rules for the calculation and assimilation of shareholdings applicable to the statutory thresholds, as well as the obligations to provide information on financial instruments that are not assimilated to shares, apply to the disclosure requirements set out in the articles of association for bylaw thresholds.
Failure to comply with the above provisions is punishable by the loss of voting rights for the shares that exceed the fraction that should have been declared, for all Shareholders’ Meetings that are held until the expiration of a two-year period following the date of the effective threshold disclosure provided for above, if the application of this penalty is requested by one or more shareholders who hold at least 1% of the Company’s capital. Such requests are recorded in the minutes of Shareholders’ Meetings.
On the filing date of this Universal Registration Document, the details of the Company’s share capital are as follows:
| Number of shares issued | 3,238,676,748 |
|---|---|
| Par value | Par value 3,238,676,748 €0.50 per share |
| Type of shares issued | Type of shares issued 3,238,676,748 common shares |
| Share capital amount | Share capital amount 3,238,676,748 €1,619,338,374 |
The share capital issued by the Company has been paid up in full. The Company has not issued or authorised any preference shares.
Pursuant to the law of 9 August 2004, EDF was converted into a société anonyme (public limited company) on 20 November 2004 and its capital set at €8,129,000,000, divided into 1,625,800,000 shares with a par value of €5.
The EDF Shareholders’ Meeting of 31 August 2005 granted full powers to the EDF Board of Directors with a view to reducing the capital by a maximum amount of €7,316,100,000, via a reduction in the par value of shares from €5 to a minimum of €0.5. During its meeting of 27 October 2005, the Board of Directors decided to reduce the share capital by €7,316,100,000, via a €4.50 reduction in the par value of shares, which therefore decreased from €5 to €0.50. The share capital was thus reduced to €812,900,000.
During its 18 November 2005 meeting, the Board of Directors used the authority granted to it by the Combined Shareholders’ Meeting of 10 October 2005, and approved the increases in the Company’s share capital in connection with the Open Price Offering and the Guaranteed Global Placement that were performed when the Group was first listed on the stock market. As a result, the Board of Directors increased the share capital to €906,834,514.
On 20 December 2005, Calyon (now Crédit Agricole-CIB) paid EDF the price that corresponded to the exercise of 8,502,062 warrants that the EDF Board issued to Calyon by decision taken on 18 November 2005. Consequently, the share capital was increased to €911,085,545 divided into 1,822,171,060 common shares.
The payment of dividends in shares on 17 December 2009 resulted in an increase in the share capital of €13,347,786 following the issue of 26,695,572 shares. On 21 January 2010, the share capital was thus increased to €924,433,331 divided into 1,848,866,662 common shares.
On 24 June 2011, the capital was increased to €930,406,055 divided into 1,860,812,110 common shares, via the issue of new shares as consideration for the EDF Énergies Nouvelles shares contributed to EDF in exchange for the EDF shares tendered as part of the alternative simplified public purchase or exchange offer involving EDF Énergies Nouvelles shares, which was initiated by EDF (see section 1.4.1.5.3 “EDF Renewables”). Then, on 28 September 2011, the capital was reduced to €924,433,331 divided into 1,848,866,662 common shares, via the cancellation of the shares purchased as part of the share buyback programme with a view to cancellation, in order to offset the dilution caused by the aforementioned offer.
On 29 July 2013, the capital was increased to €930,004,234, divided into 1,860,008,468 common shares. This increase of capital followed the decision of the EDF Shareholders’ Meeting of 30 May 2013 to offer each shareholder in the Company the possibility to opt for the payment in new shares of a fraction of the remaining dividend to be distributed for the fiscal year ending 31 December 2012.
The payment of interim dividends in shares on 18 December 2015 resulted in an increase in the capital of €30,065,279.50 following the issue of 60,130,559 shares. The share capital was thus increased from €930,004,234 to €960,069,513.50 divided into 1,920,139,027 common shares.
On 31 October 2016, the capital was increased to €1,054,568,341.50 divided into 2,109,136,683 common shares. This increase of capital followed the decision of the EDF Shareholders’ Meeting of 12 May 2016 to offer each shareholder in the Company the possibility to opt for the payment in new shares of the remaining dividend to be distributed for the fiscal year ending 31 December 2016.
The payment of interim dividends in shares on 31 October 2016 resulted in an increase in the capital of €47,942,646 following the issue of 95,885,292 shares. The capital was thus increased from €1,006,625,695.50 to €1,054,568,341.50, divided into 2,109,136,683 common shares.
At its meeting of 3 March 2017, the Board of Directors, making use of the delegation of authority given by the Combined Shareholders’ Meeting of 26 July 2016 in its second resolution, decided to increase the capital with maintenance of the shareholders’ preferential subscription right. The capital was increased to €1,370,938,843.50, divided into 2,741,877,687 common shares. The final gross capital increase, including the issue premium, stood at €4,017,905,375.40 and resulted in the issue of 632,741,004 new shares. It was launched on 6 March 2017 and was completed on 30 March 2017.
On 12 July 2017, the capital was increased to €1,443,677,137, divided into 2,887,354,274 common shares. This increase of capital followed the decision of the EDF Shareholders’ Meeting of 18 May 2017 to offer each shareholder in the Company the possibility to opt for the payment in new shares of the remaining dividend to be distributed for the fiscal year ending 31 December 2016.
The payment of interim dividends in shares on 14 December 2017 resulted in an increase in the capital of €398,440,228.20 following the issue of 40,084,530 shares. The capital was thus increased from €1,443,677,137 to €1,463,719,402, divided into 2,927,438,804 common shares.
