Universal Registration Document 2021

7.3.2.2 Summary of the Company’s trading in its own shares during the 2021 fiscal year

Number of treasury shares held at 31 December 2021	1,174,554
Percentage of capital held through treasury shares at 31 December 2021	Percentage of capital held through treasury shares at 31 December 2021 1,174,554 0.036 %
Carrying value of the portfolio at 31 December 2021 ⁽¹⁾ (in euros)	Carrying value of the portfolio at 31 December 2021 ⁽¹⁾ (in euros) 1,174,554 13,536,006.43
Market value of the portfolio at 31 December 2021 ⁽²⁾ (in euros)	Market value of the portfolio at 31 December 2021 ⁽²⁾ (in euros) 1,174,554 12,133,142.82
Number of shares cancelled over the past 24 months	Number of shares cancelled over the past 24 months 1,174,554 3,697,507

(1) Valued at the purchase price.

(2) Based on the closing price at 31 December 2021, i.e. €10.33.

Liquidity contract

Following changes to the regulations governing liquidity contracts and in accordance with AMF decision no. 2018-01 of 2 July 2018 a new liquidity contract was signed with Oddo BHF and as at 28 March 2019, the liquidity account comprised €10,120,161 and 738,882 shares.

Number of shares purchased and sold during the 2021 fiscal year

During the 2021 financial year, EDF acquired 9,475,538 of its own shares and sold 9,130,984 shares under the liquidity contract. The average share purchase price was €11.5856 and the average share sale price was €11.6544.

Portfolio breakdown at 31 December 2021

As at 31 December 2021, the Company held a total of 1,174,554 treasury shares, all held under the liquidity contract (representing 0.0363% of its share capital).

On this date, EDF’s subsidiaries did not hold any shares, either directly or indirectly.

Post-closing transactions

Between 1 January 2022 and 28 February 2022, the Company acquired 1,958,972 treasury shares for an average unit value of €8.6644 and sold 1,793,920 shares for an average unit value of €8.74602. These operations took place in the liquidity contract framework.

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

Pursuant to Article 241-2 et seq. of the AMF General regulations and Article L. 451-3 of the French Monetary and Financial Code, and in accordance with EU regulations, the following is a description of the share buyback programme that will be submitted to the Ordinary and Extraordinary Shareholders’ Meeting to be held on 12 May 2022 for approval.

Objectives of the new share buyback programme

Under the share buyback programme, shares will be bought back for the following purposes:

to reduce the capital by cancelling them;
to allow them to be allotted to employees and former employees of the EDF group, on the terms and conditions provided for by law, in particular as part of any stock options plan, allocation of bonus shares, or any offers reserved for employees;
to allow them to be delivered when exercising rights attached to securities granting access to the capital by redemption, conversion, exchange, presentation of a warrant or otherwise and to implement all hedging transactions for the obligations of the Company or one of its subsidiaries related to those securities; to provide liquidity under a liquidity contract;
to allow them to be delivered following the exercise of rights attached to options granting access to the Company’s capital and to implement all hedging transactions for the obligations of the Company or one of its subsidiaries related to these options;
to allow them to be retained and subsequently delivered 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.

Duration of the share buyback programme

The share buyback programme may be implemented for a period of 18 months, as of the Shareholders’ Meeting of 12 May 2022.

Maximum percentage of capital, maximum number and characteristics of the shares that the Company wishes to buy back and maximum purchase price

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.

The maximum purchase price of shares under this resolution is €20 per share and the total amount of funds that may be allocated to the implementation of this share buyback programme may not exceed €2 billion.