Universal Registration Document 2021

7. General information about the company and its capital

Agreements already approved by the shareholders’ meeting
Agreements approved during previous years that remained in force during the 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 previous 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 September 27, 2019, was authorized by the Board of Directors’ meetings of April 4 and September 20, 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 December 14, 2020. This compensation is recognized in the income statement in operating subsidies at the same rate as the anticipated closure costs, that is €57 million in the year ended December 31, 2021;
  • 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 December 31, 2021.
2. Sale agreement between EDF, AREVA SA and AREVA NP for the acquisition of 75.5% of NEW NP (now called FRAMATOME) capital and 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 AREVASA.

Nature, purpose and terms & conditions: as mentioned in the first part of this report, in connection with the acquisitions carried out by EDF for NEW NP, EDF entered into the following agreements:

(i) a sale agreement between EDF, AREVA SA and AREVA NP for the acquisition of 5% of NEW NP (now called FRAMATOME) 100%-held by AREVA NP, a subsidiary of AREVA SA. The final acquisition agreement covering 75.5% of the capital of FRAMATOME was authorized by your Board of Directors on December 14, 2017 and signed on December 22, 2017. The acquisition was carried out on December 31, 2017 for €1,868 million, excluding acquisition costs.

(ii) the other agreements signed by EDF as part of the aforementioned sale, previously authorized by your Board of Directors on June 23, 2017 and December 14, 2017, i.e.:

  • the final sale agreement signed by EDF on December 14, 2017 for the acquisition of 5% of the FRAMATOME shares by MHI from AREVA SA and AREVA NP, under financial conditions similar to those of EDF;
  • the final sale agreement signed by EDF on December 14, 2017 for the acquisition of 5% of the FRAMATOME shares by Assystem from AREFVA SA and AREVA NP, under financial conditions similar to those of EDF.

On November 29, 2021, EDF obtained €14.5 million under the provisions of the sale agreement described in (i) above. Furthermore, pursuant to the agreements described in (ii) above, EDF transferred a portion of this amount, i.e. €2.8 million to MHI and €0.7 million to ASSYSTEM, according to their respective percentage investments in the share capital of FRAMATOME.