Universal Registration Document 2022

Note 22 Changes in equity

22.1 Share capital

At 31 December 2022, EDF’s share capital amounts to €1,943,859,210 comprising 3,887,718,420 fully subscribed and paid-up shares with nominal value of €0.50, owned 89.01% by the French State, 9.38% by the public (institutional and private investors) and 1.59% by current and retired Group employees, with 0.02% held by EDF as treasury shares. 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 2.2.9). 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.

On 7 April 2022, the capital increase maintaining shareholders’ preferential subscription rights led to a €249 million increase in the share capital and an issue premium of €2,899 million net of expenses, following issuance of 498,257,960 new shares.

In June 2022, the payment of part of the remaining dividend for 2021 in the form of a scrip dividend led to a €66 million increase in the share capital and an issue premium of €913 million following issuance of 131,545,635 new shares.

On 25 July 2022, the “ERO 2022” capital increase reserved for employees, with elimination of preferential subscription rights, led to a €9 million increase in the share capital and an issue premium of €94 million, following issuance of 18,100,741 new shares (see note 2.2.8).

In December 2022, conversion of OCEANE bonds resulted in a €0.57 million increase in the share capital, following issuance of 1,137,336 new EDF shares (see note 22.3).

Under Article L. 111-67 of the French Energy Code, the French State must hold more than 70% of the capital of EDF at all times.

22.2 Dividends

At the General Shareholders’ Meeting of 12 May 2022 it was decided to distribute an ordinary dividend of €0.58 per share in respect of 2021, offering shareholders the choice of payment in cash or shares (scrip option).

In application of Article 24 of the Company’s articles of association, shareholders who have held their shares continuously for at least 2 years at the year-end and still hold them at the dividend distribution date benefit from a 10% bonus on their dividends. The number of shares carrying an entitlement to the bonus dividend cannot exceed 0.5% of the Company’s capital per shareholder. The bonus dividend amounted to €0.638 per share.

The French government opted for the scrip dividend for 2021.

The amount of the cash dividend paid to shareholders who did not opt for the scrip dividend for 2021 amounted to €72 million.

No interim dividend was paid for 2022.