The payment of interim dividends in shares on 2 December 2021 resulted in an increase in the capital of €898,992,407.92 following the issue of 80,844,641 shares. Consequently, the share capital was increased from €1,578,916,053.50 to €1,619,338,374, divided into 3,238,676,748 ordinary shares.
By a decision taken on 17 March 2022, the Chairman and Chief Executive Officer, acting on the basis of a sub-delegation granted by the Board of Directors on the same day, itself making use of the delegation of authority granted to it by the Combined General Meeting of 7 May 2020 under the latter’s 22th resolution, decided on a capital increase in cash with retention of the preferential subscription right for a nominal amount of €249,128,980. The capital was increased to €1,868,467,354 divided into 3,736,934,708 ordinary shares.
By a decision taken on 21 June 2022, the Chairman and Chief Executive Officer, acting on a sub-delegation granted by the Board of Directors on 17 February 2022, itself making use of the delegation of authority granted to it by the Combined General Meeting of 12 May 2022 under the latter’s fourth resolution, recorded a capital increase for a nominal amount of €65,772,817.50, bringing the capital to €1,934,240,171.50 divided into 3,868,480,343 ordinary shares. This increase of capital followed the decision of the EDF Combined Shareholders’ Meeting of 12 May 2022 to offer each shareholder in the Company the possibility to opt for the payment in new shares of the remaining dividend to be distributed for the fiscal year ending 31 December 2021.
By a decision taken on 25 July 2022, the Chairman and Chief Executive Officer, acting on a sub-delegation granted by the Board of Directors on 11 and 18 May 2022, itself making use of the delegation of authority granted to it by the Combined General Meeting of 12 May 2022 under its 22nd resolution, decided on a capital increase in cash with cancellation of the preferential subscription right, reserved for the members of one or more company savings plans set up within the Company or the EDF group consisting of the French or foreign companies and undertakings included in the scope of consolidation of the Company’s financial statements in accordance with the provisions of Article L. 3344-1 of the French Labour Code, for a nominal amount of €9,050,370.50. The capital was increased to €1,943,290,542.00 divided into 3,886,581,084 ordinary shares.
By a decision taken on 16 December 2022, the Chairman and Chief Executive Officer, acting on a sub-delegation granted by the Board of Directors on 6 November 2020, itself making use of the delegation of authority granted to it by the Combined General Meeting of 7 May 2020 under its 24th resolution, recorded a capital increase through the conversion of 882,340 green bonds with an option to convert and/or exchange for new or existing shares of the Company (“Green OCEANEs”). The capital was increased by a nominal amount of €568,668 to €1,943,859,210 divided into 3,887,718,420 ordinary shares.
By a decision taken on 27 February 2023, the Chairman and Chief Executive Officer, acting on a sub-delegation granted by the Board of Directors on 6 November 2020, itself making use of the delegation of authority granted to him by the Combined General Meeting of 7 May 2020, in its 24th resolution, recorded a capital increase through the conversion of 201 green bonds with an option to convert and/or exchange for new or existing shares of the Company (“Green OCEANEs”). The capital was increased to €1,943,859,339.50 divided into 3,887,718,679 ordinary shares.
By a decision taken on 13 March 2023, the Chairman and Chief Executive Officer, acting on a sub-delegation granted by the Board of Directors on 6 November 2020, itself making use of the delegation of authority granted to him by the Combined General Meeting of 7 May 2020, in its 24th resolution, recorded a capital increase through the conversion of 87,831,655 green bonds with an option to convert and/ or exchange for new or existing shares in the Company ("Green OCEANEs").the capital was increased to €2,000,466,841 divided into 4,000,933,682 ordinary shares(1).
A share buyback programme initially authorised by the Shareholders’ Meeting held on 9 June 2006, has been used by the Board of Directors within a limit of 10% of the Company’s share capital and for an initial period of 18 months. This programme was continued for 18 months by the following Shareholders’ Meetings held since 2006, including by the Shareholders’ Meeting held on 12 May 2022 which approved it.
After consulting the Board of Directors’ report, and in accordance with the provisions of Articles 22-10-62 et seq. of the French Commercial Code, Articles L. 241-1 et seq. of the General regulation of the AMF, EU regulation n°596/ 2014 of 16 April 2014 on market abuse, the fourteenth resolution adopted by the Shareholders’ Meeting held on 12 May 2022 authorised the Board of Directors to implement a programme to buy back Company shares, capped at a maximum of 10% of the Company’s capital.
This resolution immediately terminated the unused portion of the authorisation to purchase Company shares, which was granted by the sixteenth resolution adopted by the Shareholders’ Meeting held on 6 May 2021.
The objectives of the buy-back programme are:
The maximum percentage of capital that may be bought back under this programme is 10% of the total number of shares making up the share capital (or 5% for shares acquired with a view to their retention and subsequent delivery in payment or in exchange as part of an external growth transaction), it being noted that whenever shares are bought back to provide liquidity under a liquidity contract, the 10% threshold will be calculated using the number of shares purchased, as reduced by the number of shares resold during the validity period of the authorisation.
Under no circumstances may the Company hold, directly or indirectly, more than 10% of its capital.
These shares may be acquired or transferred, under the conditions and within the limits, in particular in terms of volumes and price, provided for by the laws and regulations in force on the date of the relevant transactions, by any means, such as on the market or over the counter, including via block trades (purchases or sales), by the use of derivative financial instruments or notes or securities that grant access to Company shares, or by implementing option strategies, under the conditions stipulated by the market authorities and at such times as determined by the Board of Directors or any person who is acting on the Board’s behalf. This authorisation may be used during public takeover bids, within the limits permitted by the applicable regulations.
(1) See the EDF press release of 28 February 2023 "Conversion of 40% of EDF OCEANEs due 2024".
