Universal Registration Document 2022

4 Corporate Governance

4.5 Shareholding by corporate officers and trading in EDF securities by corporate officers and executives

4.5.1 Shareholding in EDF by Directors

As at 31 December 2022, the members of the Board of Directors of the Company, whose terms of office are ongoing as at 31 December 2022, held a total of 3,288 EDF shares. The table, below, details the number of EDF shares held individually by these Directors as at 31 December 2021 and 31 December 2022:

	Number of EDF shares held as at 31/12/2022	Number of EDF shares held as at 31/12/2021
Karine Granger	Karine Granger Number of EDF shares held as at 31/12/2022 25	Karine Granger Number of EDF shares held as at 31/12/2021 25
Colette Lewiner ⁽¹⁾	Colette Lewiner ⁽¹⁾Number of EDF shares held as at 31/12/2022 642	Colette Lewiner ⁽¹⁾Number of EDF shares held as at 31/12/2021 2,038
Sandrine Lhenry ⁽²⁾	Sandrine Lhenry ⁽²⁾Number of EDF shares held as at 31/12/2022 34	Sandrine Lhenry ⁽²⁾Number of EDF shares held as at 31/12/2021 34
Philippe Petitcolin	Philippe Petitcolin Number of EDF shares held as at 31/12/2022 0	Philippe Petitcolin Number of EDF shares held as at 31/12/2021 10
Vincent Rodet ⁽¹⁾	Vincent Rodet ⁽¹⁾Number of EDF shares held as at 31/12/2022 401	Vincent Rodet ⁽¹⁾Number of EDF shares held as at 31/12/2021 289
Christian Taxil ⁽¹⁾	Christian Taxil ⁽¹⁾Number of EDF shares held as at 31/12/2022 2,186	Christian Taxil ⁽¹⁾Number of EDF shares held as at 31/12/2021 1,437
TOTAL	TOTALNumber of EDF shares held as at 31/12/20223,288	TOTALNumber of EDF shares held as at 31/12/20213,833

(1) Shares held through the corporate mutual profit-sharing scheme (FCPE) (amount rounded down to the nearest unit).

(2) Shares held directly and through the corporate mutual profit-sharing scheme (FCPE) (amount rounded down to the nearest unit).

Directors whose terms of office are ongoing as at 31 December 2022 and which are not included in the above table, hold no EDF shares.

Fabrice Guyon, a director elected by employees whose term of office took effect on 16 February 2023, held a total of 466 EDF shares at that date through a corporate mutual profit-sharing scheme (FCPE).

4.5.2 Trading in Company securities

Since 2006, the EDF group has adopted a set of principles and rules applicable to trading in shares in EDF or listed EDF group subsidiaries. These rules were compiled into a regularly updated code of ethics.

At the same time as this Code was distributed, awareness campaigns on stock exchange rules were launched for Group employees, specifically regarding precautions and obligations relating to the holding of inside information and the black-out periods during which permanent or temporary insiders, including third parties acting in the name or on behalf of the Group, and, more specifically regarding black-out periods, all persons performing executive duties within the Group, are required to refrain from trading Company securities or other related financial instruments.

The code of ethics also notes the obligations imposed on executives, high-level managers as well as persons closely linked to them to declare to the AMF and to the Company trades in EDF securities or other related financial instruments that they make on their own behalf. Indeed, under the terms of Article 19 of MAR regulation, specified in Article 223-22 A of the AMF general regulations, the executives of companies with shares listed for trading on a regulated market must declare trades in Company securities to the AMF and to the Company within three working days of their completion, when the combined amount of these trades exceeds the sum of €20,000 for the current calendar year.

Pursuant to the AMF general regulations⁽¹⁾, the EDF Board of Directors must mention in its annual report to the Shareholders’ Meeting trades that have been declared by executives and similar persons ⁽²⁾ over the past fiscal year.

Transactions carried out in the context of the simplified takeover bid initiated by the French State

In EDF’s reply note filed by the Company with the French Markets Authority (AMF) on 22 November 2022 in the context of the simplified takeover bid initiated by the French State, the members of the Company’s Board of Directors declared their intentions regarding the contribution of their shares to the bid. Colette Lewiner and Philippe Petitcolin have announced their intention to contribute all their EDF shares to the bid. These contributions were made on 29 and 30 November 2022 for Ms. Lewiner and on 5 December 2022 for Mr. Petitcolin and were declared to the French Financial Markets Authority (AMF) in accordance with the specific declaration regime applicable to directors during a public tender period.

(1) Article 223–26 of the AMF general regulations.

(2) At EDF, staff “similar to executives” are the members of the Company’s Executive Committee.