The French State holds 89,01% of the capital of EDF at 31 December 2022, and is thus entitled in the same way as any majority shareholder to control decisions that require approval by the shareholders. On 8 February 2023, the AMF published the result of the French government’s simplified tender offer for the equity securities of EDF, after the offer closed on 3 February 2023. Following completion of the Offer, the French State will own 95.82% of the share capital with at least 96.53% of voting rights, and 99.96% of the outstanding OCEANE bonds (see note 2). This fulfils the conditions for proceeding to a compulsory squeeze-out for EDF shares and OCEANEs. As indicated in an AMF notice of 25 January 2023, while awaiting the Paris Court of Appeal’s ruling on the action brought by the employee shareholding fund Actions EDF and the shareholders’ associations Énergie En Actions and Association pour la Défense des Actionnaires Minoritaires seeking annulment of the AMF’s approval of the Offer, the French government has made an undertaking that it will not proceed with the compulsory squeeze-out until the Court of Appeal has issued its decision on the merits of the case.
In accordance with the legislation applicable to all companies having the French State as their majority shareholder, the EDF group is subject to certain inspection procedures, in particular economic and financial inspections by the State, audits by the French Court of Auditors (Cour des Comptes) or Parliament, and verifications by the French General Finance Inspectorate (Inspection générale des finances).
The public service contract between the French State and EDF was signed on 24 October 2005. This contract is intended to form the framework for public service missions assigned to EDF by the lawmaker for an unlimited period. The Law of 9 August 2004 does not stipulate the duration of the contract.
Enedis and GRDF’s ordinary service function, defined by Article L. 111-71 of the French Energy Code, is not a legal entity in its own right. Enedis and GRDF are bound by an agreement that defines their relations within this ordinary service function, its competences, and the resulting division of costs. The agreement has an unlimited term and can be terminated at any time subject to 18 months’ notice: in such a case, the parties undertake to renegotiate the agreement during the notice period. It is updated regularly. In 2019, the Enedis-GRDF governance agreements were entirely reviewed.
Concerning the ordinary service of LPG distribution and supply in the cities of Ajaccio and Bastia in Corsica, ENGIE informed EDF in October 2020 that it was considering terminating its LPG activities in Corsica.
Article 96 of France’s Finance Law for 2022 allows the State to bear part of the costs associated with conversion of the LPG networks to electricity or renewable energies, for a maximum period of twenty years to be set by official order.
This measure currently has no impact for EDF. Ultimately, the prospect of ending LPG distribution operations and converting uses to electricity will need investments to reinforce the electricity distribution networks.
ENGIE has made a formal demand to the cities of Bastia and Ajaccio to notify attribution of concessions by 31 July 2023 at the latest, otherwise it will terminate its LPG operations in Corsica.
The EDF group’s relations with public sector entities mainly concern Orano.
Transactions with Orano concern:
Several important agreements were negotiated between EDF and Orano:
Relations between EDF and Orano Recyclage (formerly Orano Cycle) concerning transportation, processing and recycling of spent fuels are described in note 15.1.1.1.
The Company’s key management and governance personnel are the Chairman and CEO, the members of the COMEX (Executive Committee) throughout 2022 or since their date of appointment if they joined the COMEX during the year, and the directors. Directors representing the employees receive no remuneration for their services.
The total compensation paid by EDF and controlled companies to the Group’s key management and governance personnel amounted to €12.5 million in 2022 (€18.6 million in 2021, including long-term bonuses that were conditional on meeting performance criteriafor 2019-2021). This amount covered short-term benefits (basic salaries, performance-related salary, profit share and benefits in kind), special IEG post-employment benefits where relevant, and the corresponding employer contributions, plus any director’s fees.
EDF’s key management and governance personnel benefit from no special pension system, starting bonus or severance payment entitlement except by contractual negotiation.
No event has arisen subsequent to the year-end apart from those presented in note 2 to the consolidated financial statements.
