The Shareholders’ Meeting set at €20 the maximum purchase price per share(1) and at €2 billion the maximum amount of funds allocated to the implementation of the programme, and granted the Board of Directors full powers, with the right of delegation, to use this authorisation.
The authorisation was granted for a maximum of 18 months as from the Shareholders’ Meeting of 12 May 2022, and will therefore end on 12 November 2023, unless the Shareholders’ Meeting of 14 June 2023 adopts the new programme described in section 7.3.2.3 “Description of the new share buyback programme to be submitted for approval at the Combined Shareholders’ Meeting to be held on 14 June 2023” below.
| Number of treasury shares held at 31 December 2022 | 888,511 |
|---|---|
| Percentage of capital held through treasury shares at 31 December 2022 | Percentage of capital held through treasury shares at 31 December 2022 888,511 0.023% |
| Carrying value of the portfolio at 31 December 2022 (1) (in euros) | Carrying value of the portfolio at 31 December 2022 (1) (in euros)888,511 7,320,061.15 |
| Market value of the portfolio at 31 December 2022 (2) (in euros) | Market value of the portfolio at 31 December 2022 (2) (in euros)888,511 10,662,132.00 |
| Number of shares cancelled over the past 24 months | Number of shares cancelled over the past 24 months 888,511 0 |
(1) Valued at the purchase price.
(2) Based on the closing price at 31 December 2022, i.e. €12.00.
Following changes in the regulations on liquidity contracts, a new liquidity contract was entered into with Oddo BHF on 28 March 2019. The liquidity account had assets of €10,120,161 and 738,882 shares as of the date of signature. This contract complies with AMF decision No. 2021-01 of 22 June 2021.
It should be noted that since 13 July 2022 inclusive, the performance of the liquidity contract has been suspended pursuant to AMF decision No. 2021-01 of 22 June 2021 “Renewal of the introduction of liquidity contracts for equity securities under the accepted market practice”, whose Article 5 deals with the impact on the proper functioning of the market. This Article stipulates, inter alia, that “the performance of the liquidity contract shall be suspended during a public offer or during a pre-offer period up until the closing of the offer, when the Issuer is the initiator of the offer or when the Issuer’s securities are targeted by the offer”.
Following the announcement by the French Prime Minister of the French government’s intention to hold 100% of EDF’s capital on 6 July 2022 during her general policy statement, confirmed in a French State press release dated 13 July 2022, the performance of the liquidity contract was accordingly suspended.
During the 2022 financial year, EDF acquired 8,431,849 of its own shares and sold 8,717,892 shares under the liquidity contract. The average share purchase price was €8.4179 and the average share sale price was €8.5522.
As at 31 December 2022, the Company held a total of 888,511 treasury shares, all held under the liquidity contract (representing 0.0229% of its share capital).
On this date, EDF’s subsidiaries did not hold any shares, either directly or indirectly.
Between 1 January 2023 and 28 February 2023, the Company did not acquire any of its own shares and did not sell any shares. No transactions took place under the liquidity contract.
Pursuant to Article 241-2 et seq. of the AMF General regulations and Article L. 451-3 of the French Monetary and Financial Code, and in accordance with EU regulations, the following is a description of the share buyback programme that will be submitted to the Ordinary and Extraordinary Shareholders’ Meeting to be held on 14 June 2023 for approval.
Under the share buyback programme, shares will be bought back for the following purposes:
(1) The Board of Directors may, however, adjust the aforementioned purchase price if premiums, reserves or profits are capitalised, which results either in an increase in the par value of the shares or the creation and award of bonus shares, and in the event of a stock split or reverse stock split, or any other transaction involving the shareholders’ equity, in order to take into account the impact of these operations on share value.
