On 29 June 2018, the capital was increased to €1,505,133,838, divided into 3,010,267,676 common shares. This increase of capital followed the decision of the EDF Shareholders’ Meeting of 15 May 2018 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 2017.
At the Board meeting held on 19 November 2019, the directors decided to distribute an interim dividend of €0.15 per share for the 2019 fiscal year and resolved, in accordance with the terms of the fourth resolution adopted at the Combined Shareholders’ Meeting held on 16 May 2019, that it could be paid in new shares issued by the Company.
The payment of interim dividends in shares on 17 December 2019 resulted in an increase in the capital of €429,635,913.60 following the issue of 52,651,460 shares. The capital was thus increased from €1,525,484,813.00 to €1,551,810,543, divided into 3,103,621,086 common shares.
At its meeting on 29 July 2020, the Board of Directors decided to cancel 3,697,507 EDF treasury shares on 30 September 2020 that had previously been allocated to a capital reduction target through the cancellation of shares on 19 December 2019.
On that date, the share capital was reduced to €1,549,961,789.50 in par value, divided into 3,099,923,579 shares with a par value of €0.50 each.
On 30 June 2021, the capital was increased to €1,578,916,053.50, divided into 3,157,832,107 common shares. This increase of capital followed the decision of the EDF Shareholders’ Meeting of 6 May 2021 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 2020.
At the Board meeting held on 4 November 2021, the Board of Directors decided to distribute an interim dividend of €0.30 per share for the 2021 fiscal year and resolved, in accordance with the terms of the fourth resolution adopted at the Combined Shareholders’ Meeting held on 6 May 2021, that it could be paid in new shares issued by the Company.
The payment of interim dividends in shares on 2 December 2021 resulted in an increase in the capital of €898,992,407.92 following the issue of 80,844,641 shares. The capital was thus increased from €1,578,916,053.50 to €1,619,338,374, divided into 3,238,676,748 common shares.
A share buyback programme initially authorised by the Shareholders’ Meeting held 9 June 2006 has been used by the Board of Directors within a limit of 10% of the Company’s share capital and for an initial period of 18 months. This programme was continued for 18 months by the following Shareholders’ Meetings held since 2006, including by the Shareholders’ Meeting held on 6 May 2021 which approved it.
After consulting the Board of Directors’ report, and in accordance with the provisions of Articles 22-10-62 et seq. of the French Commercial Code, Articles L. 241-1 et seq. of the General regulations of the AMF, EU regulation no. 596/2014 of 16 April 2014 on market abuse, the sixteenth resolution adopted by the Shareholders’ Meeting held on 6 May 2021 authorised the Board of Directors to implement a programme to buy back Company shares, capped at a maximum of 10% of the Company’s capital.
This resolution immediately terminated the unused portion of the authorisation to purchase Company shares, which was granted by the twenty-first resolution adopted by the Shareholders’ Meeting held on 7 May 2020.
The main aims of the share buyback programme are as follows: to cancel shares; to allot or transfer shares to employees or former employees of the Company, on the terms and conditions provided for by law, in particular as their share of the Company’s profits, or by way of bonus shares or offers reserved for employees; to deliver shares following the exercise of rights attached to securities granting access to the capital by redemption, conversion, exchange, presentation of a warrant or otherwise; to provide liquidity through a liquidity contract in accordance with accepted market practice established by the AMF; to deliver shares following the exercise of rights attached to securities granting access to the Company’s capital and implement all hedging transactions for the obligations of the Company or one of its subsidiaries; to retain and subsequently deliver shares in connection with external growth transactions, contributions, mergers or demergers; more generally, to carry out any transaction that is or may become authorised under the regulations in force, or falling within the scope of market practice accepted by the AMF.
The maximum percentage of capital that may be bought back under this programme is 10% of the total number of shares making up the share capital (or 5% for shares acquired with a view to their retention and subsequent delivery in payment or in exchange as part of an external growth transaction), it being noted that whenever shares are bought back to provide liquidity under a liquidity contract, the 10% threshold will be calculated using the number of shares purchased, as reduced by the number of shares resold during the validity period of the authorisation.
Under no circumstances may the Company hold, directly or indirectly, more than 10% of its capital.
These shares may be acquired or transferred, under the conditions and within the limits, in particular in terms of volumes and price, provided for by the laws and regulations in force on the date of the relevant transactions, by any means, such as on the market or over the counter, including via block trades (purchases or sales), by the use of derivative financial instruments or notes or securities that grant access to Company shares, or by implementing option strategies, under the conditions stipulated by the market authorities and at such times as determined by the Board of Directors or any person who is acting on the Board’s behalf. This authorisation may be used during public takeover bids, within the limits permitted by the applicable regulations.
The Shareholders’ Meeting set at €20 the maximum purchase price per share (1) and at €2 billion the maximum amount of funds allocated to the implementation of the programme, and granted the Board of Directors full powers, with the right of delegation, to use this authorisation.
The authorisation was granted for a maximum of 18 months as from the Shareholders’ Meeting of 6 May 2021, and will therefore end on 6 November 2022, unless the Shareholders’ Meeting of 12 May 2022 adopts the new programme described in section 7.3.2.3 “Description of the new share buyback programme to be submitted for approval at the Combined Shareholders’ Meeting to be held on 12 May 2022” below.
(1) The Board of Directors may, however, adjust the aforementioned purchase price if premiums, reserves or profits are capitalised, which results either in an increase in the par value of the shares or the creation and award of bonus shares, and in the event of a stock split or reverse stock split, or any other transaction involving the shareholders’ equity, in order to take into account the impact of these operations on share value.
