Under the conditions provided for by the laws and regulations in force, the Company is entitled to request from the central custodian of financial instruments, at any time and provided that it pays the required consideration, as applicable, the name or corporate name, the nationality, the year of birth or the year of incorporation, and the address of the holders of bearer shares that grant an immediate or deferred right to vote at its own Shareholders’ Meetings, as well as the quantity of securities held by each of these shareholders and, where applicable, any restrictions to which the securities may be subject. The Company, in view of the list provided by the aforementioned body, has the right to ask the persons appearing on this list and whom the Company considers could be registered on behalf of third parties for the above information concerning the owners of the shares.
For registered shares that grant immediate or deferred access to the capital, intermediaries that are registered under the conditions provided for in Article L. 228-1 of the French Commercial Code mentioned above, are required, within ten business days as from receipt of the request made by the Company or its agent, which may be made at any time, to disclose the identity of the owners of said securities.
Shares can be traded without restriction, subject to compliance with the provisions of the laws and regulations. They are registered in an account and are passed on by transfer from one account to another.
All changes to the articles of association, the capital or the voting rights attached to the securities that make up the capital are subject to the requirements of law, as the articles of association contain no specific provisions regarding such matters.
The Board of Directors adopted internal rules of procedure, which are regularly updated, defining the operating procedures of the Board of Directors in addition to applicable legal and regulatory requirements and the provisions of the Company’s articles of association.
These procedures are described in section 4.2. “Members and functioning of the Board of Directors”.
The Group’s internal rules of procedure are accessible on the Group’s website(1).
Shareholders’ Meetings are convened by the Board of Directors or, alternatively, by the Statutory Auditors or by any person empowered to do so. Meetings are held at the registered office or at any other place stated in the convening notice.
Shareholders’ Meetings may be held by video conference or any telecommunication means that allow shareholders to be identified. The conditions governing the type and use of such means are specified in Articles R. 225-97 to R. 225-99 of the French Commercial Code. In such cases, shareholders who participate in the meeting by such means are deemed to be present for the calculation of the quorum and majority, under the conditions specified by law.
All shareholders can attend Shareholders’ Meetings, regardless of the number of shares they own.
Shareholders may choose between one of the following three methods of participation: attending the Shareholders’ Meeting in person by requesting an admission card, giving a proxy (power of attorney) to the Chairman of the Shareholders’ Meeting or to any individual or legal entity of their choice (Articles L. 225-106 and L. 22-10-39 of the French Commercial Code) or casting their vote remotely (forms which fail to provide a choice as regards a voice are considered as negative votes; votes expressing an abstention will be taken into account for the calculation of the quorum but will not be taken into account for the calculation of the majority).
In accordance with Article R. 22-10-18 of the French Commercial Code, proof of the right to participate in a Shareholders’ Meeting is obtained by the registration of the securities in an account in the name of the shareholder or of the intermediary that is registered on the shareholder’s behalf (pursuant to paragraph 7 of Article L. 228-1 of the French Commercial Code), on the second working day prior to the meeting, i.e. at midnight, Paris time, either in the registered share accounts held by the Company (or its authorised representative), or in the bearer share accounts held by the accredited intermediary.
The registration of the securities in the bearer share accounts held by financial intermediaries is evidenced by a shareholding certificate issued by these intermediaries, where applicable by electronic means under the conditions provided for in Article R. 225-61 of the French Commercial Code, as an appendix to the postal voting form, the voting proxy or admission card request made on behalf of a shareholder or on behalf of a shareholder who is represented by the registered intermediary.
All shareholders may grant a proxy to any individual or legal entity of their choice to be represented at a Shareholders’ Meeting. Proxies, as well as any proxy revocations, must be evidenced in writing and notified to the Company. Proxies may be revoked in the same forms as those required for the designation of the proxy holder, including by electronic means if need be. The owners of shares that are properly registered in the name of an intermediary under the conditions provided for in Article L. 228-1 of the French Commercial Code may be represented by a registered intermediary under the conditions provided for in said article.
EDF gives its shareholders the possibility of voting online, prior to the Shareholders’ Meeting.
Certain shares may carry double voting rights in accordance with the conditions laid down in Article L. 22-10-46 of the French Commercial Code (see section 7.2.4 “Rights attached to shares”).
Requests for the inclusion of items or draft resolutions on the Shareholders’ Meeting agenda made by shareholders who meet the conditions provided for in Article R. 225-71 of the French Commercial Code must be received by the Company no later than twenty-five day prior to the date of the Shareholders’ Meeting, but may not be sent more than 20 calendar days after the publication of the prior meeting notice, in accordance with Article R. 225-73 and Article R. 22-10-22 of the French Commercial Code.
Requests for the inclusion of items on the agenda must be substantiated. The wording of the draft resolutions must accompany requests for the inclusion of such resolutions, and a brief explanation of the reasons may also be given.
On the date of the request, the authors must provide proof of owning or representing the percentage of the capital required by Article R. 225-71 of the French Commercial Code. Requests must be accompanied by proof of entry in an account. Agenda items or draft resolutions that are proposed for inclusion are only reviewed if the authors of the request submit a new certificate proving the registration of the securities in the same accounts on the second day prior to the meeting.
Each shareholder also has the option of sending the Board of Directors written questions of his or her choice. In accordance with Article L. 225-108 of the French Commercial Code, the Board of Directors will answer, or delegates the Chairman and Chief Executive Officer the power to answer, the questions during the meeting, or the answer is deemed to have been given provided that it is published on the Company’s website.
(1) www.edf.fr
