Universal Registration Document 2022

French nuclear power plants produce very low-carbon electricity (4gCO₂ equivalent per kWh over the life cycle according to a study ⁽¹⁾ published by EDF in 2022 and reviewed by independent experts).

The EDF group is the world’s leading producer of electricity with no direct CO₂ emissions (source: ENERDATA ⁽²⁾). The Group made a commitment as early as 2018 to contribute to attaining net-zero by 2050, and has set itself greenhouse gas reduction targets for 2030 including a milestone in 2023, covering both its direct emissions (scope 1) and its indirect emissions (scopes 2 and 3). These targets were approved as part of a “Well Below 2° C” trajectory by the Science Based Targets initiative.

This green loan transaction complies with EDF’s July 2022 Green Financing Framework which was independently reviewed by CICERO Shades of Green. It also complies with the best practices on the Green Loan market (the Green Loan Principles published by the Loan Syndications and Trading Association).

In addition to the significant benefits for the fight against climate change, this agreement underlines the Crédit Agricole group’s interest in EDF projects that have substantial economic impacts in local areas of France.

This loan was fully drawn at 31 December 2022 (see note 31 (2)).

2.2.6 Agreements for €2.1 billion of additional banking facilities

On 28 November 2022 EDF signed bilateral term loan agreements for a total of €2.1 billion ⁽³⁾ (see note 31 (2)).

These facilities have 3-year maturity and do not carry an early repayment penalty. They were concluded with a group of 6 banks, and were drawn in December 2022.

This operation, like the €1 billion green loan concluded with Crédit Agricole CIB which was fully drawn at 31 October 2022, also increases the EDF group’s financial flexibility for future years.

2.2.7 Issue of hybrid notes for a nominal amount of €1 billion and intention to exercise an option to redeem outstanding USD hybrid notes

On 30 November 2022, EDF launched a Euro-denominated 1 billion hybrid note offering, with a 7.5% coupon and a 6-year first call date (see note 23).

EDF can redeem the hybrid note for cash at any time during the 90 days before the first interest reset date, which is expected to be in six years, and on every coupon payment date thereafter. Although the proposed hybrid notes are perpetual, they can be redeemed at any time for reasons of a withholding tax, tax deductibility, tax gross-up, rating methodology, accounting, or clean-up call event, or through the exercise of the make-whole call. The amount of the new issue was calibrated so that EDF’s aggregate outstanding nominal amount of hybrid capital will not decrease by more than 10% after redemption of the USD Hybrid Notes ⁽⁴⁾. EDF has thus reaffirmed its commitment to raising financing through hybrid bonds as a permanent component of its capital structure.

On 29 January 2023 EDF exercised its option to redeem all of the USD Hybrid Notes admitted to trading on the regulated market of the Luxembourg Stock Exchange (see note 23).

2.2.8 “ERO 2022” employee shareholding plan via a capital increase reserved for members of the Group savings plan and EDF’s international group savings plan

On 11 May 2022 EDF’s Board of Directors decided on the principle of an employee shareholding operation.

The subscription price for the shares was fixed on 28 June 2022. It included a discount of 30% on the reference price based on the volume-weighted average price of EDF shares traded on Euronext Paris for the twenty trading days preceding the day when the price was determined.

The operation led to a €9 million increase in the share capital and an issue premium of €94 million for EDF, with 18,100,741 new EDF shares issued on 25 July 2022 (see note 22.1).

A corresponding personnel expense of €11 million was recognised for the cost of the matching employer contribution.

2.2.9 Simplified public tender offer

On 4 October 2022 the French State, the majority shareholder of EDF (“the Company”) holding, alone or in concert, 83.69% of the capital and 89.24% of the theoretical voting rights in the Company, filed a draft Simplified Tender Offer (STO) with the Autorité des marchés financiers (AMF), covering all the shares and the bonds convertible into new shares or exchangeable for existing shares in EDF that it did not yet hold.

In accordance with Articles 233-1 and following of the AMF’s general regulations, the Offer was made under the simplified procedure and was not to be reopened following publication of its result.

On 27 October 2022, based on the work and recommendations of an ad hoc internal committee and the conclusions of consulting firm Finexsi, designated as independent appraiser, EDF’s Board of Directors issued a favourable opinion of the Offer, supplying its reasons.

On 22 November 2022, the AMF approved the Offer initiated by the French State, offering EDF shareholders and holders of EDF’s OCEANE bonds €12.00 per share and €15.52 per OCEANE bond for all shares and bonds tendered to the Offer, which opened on 24 November 2022.

Also, in accordance with the terms and conditions of the OCEANE bonds, it was specified that the opening of the Offer after approval by the AMF would lead to adjustment of the EDF share allocation ratio during the adjustment period in the event of a tender offer (see note 22.3).

On 7 December 2022, the AMF extended the duration of the Tender Offer, without setting a new closing date, following legal action for annulment of the AMF’s approval of the Offer brought before the Paris Court of Appeal on 2 December 2022 by minority shareholders of the EDF group, together with a request to suspend execution of the Offer.

In a public announcement of 20 January 2023, the Ministry of the Economy stated that the French State had exceeded the threshold of 90% of the capital and theoretical voting rights of EDF on 19 January 2023.

On 25 January 2023, the AMF announced that the Offer would be temporarily closed on 3 February 2023, subject to reopening in accordance with the French government’s undertakings to the plaintiffs in the legal action, until the Court of Appeal issues its ruling on the merits of the case, which will be on 2 May 2023 at the latest.

Despite exceeding the 90% threshold, the French government has promised not to proceed to the compulsory squeeze-out until the Court rules on the validity of the AMF’s approval of the Offer.

On 3 February 2023, the AMF provisionally closed the Offer.

If the Court of Appeal confirms the AMF’s approval, the Offer will be reopened for 10 days and the State will proceed to the compulsory squeeze-out. However, if the Court cancels or amends the AMF’s approval, the government has undertaken to return the securities purchased under the STO to any former shareholders and/or OCEANE bondholders who so request. Also, if the price is raised in a new STO, the government has undertaken to pay a price supplement to the former shareholders and/or OCEANE bondholders who do not request the return of their securities.

After the provisional closing of the offer, on 8 February 2023 the AMF published the result of the Simplified Tender Offer for the equity securities of EDF. Following the Offer and pending the decision of the Court of Appeal referred to above, the French State holds 3,725,111,882 EDF shares or 95.82% of the Company’s capital and at least 96.53% of the voting rights, and 218,616,300 OCEANE bonds or 99.96% of the outstanding OCEANEs.