The share buyback programme may be implemented for a period of 18 months, as of the Shareholders’ Meeting of 14 June 2023.
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.
The maximum purchase price of shares is €20 per share and the total amount of funds that may be allocated to the implementation of this share buyback programme may not exceed €2 billion.
The following table presents a summary of the delegations of authority and authorisations to increase or reduce the share capital that were in force on the filing date of this Universal Registration Document which the Board of Directors was granted by the Combined Shareholders’ Meeting of 12 May 2022, and the extent to which they have been used at 31 December 2022:
|
Securities concerned/type of issue |
Term of the authorisation and expiration | Maximum nominal increase or reduction in capital (in millions of euros) |
|---|---|---|
| Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Maximum nominal increase or reduction in capital (in millions of euros)935 (1) |
|
Capital increase, all securities |
Capital increase, all securities
|
Capital increase, all securities
|
| Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Maximum nominal increase or reduction in capital (in millions of euros)375 (1) |
|
Capital increase, all securities |
Capital increase, all securities
|
Capital increase, all securities
|
| Delegation of authority to the Board to make offers for private placements (2) with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to make offers for private placements (2)with cancellation of the shareholders’ preferential subscription right Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to make offers for private placements (2)with cancellation of the shareholders’ preferential subscription right Maximum nominal increase or reduction in capital (in millions of euros)375 (1) and 20% of the share capital per year |
|
Capital increase, all securities |
Capital increase, all securities
|
Capital increase, all securities
|
| Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Term of the authorisation and expiration26 months 12 July 2024 |
Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Maximum nominal increase or reduction in capital (in millions of euros)15% the amount of the initial issue (1) |
|
Capital increase, all securities |
Capital increase, all securities
|
Capital increase, all securities
|
| Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwise | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwise Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwise Maximum nominal increase or reduction in capital (in millions of euros)1,000 |
| Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the Company | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the Company Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the Company Maximum nominal increase or reduction in capital (in millions of euros)185 (1) |
| Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (3) | Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (3)Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (3)Maximum nominal increase or reduction in capital (in millions of euros)10% of the Company’s capital up to a maximum of 115 (1) |
| Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latter (4) | Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latter (4)Term of the authorisation and expiration26 months 12 July 2024 |
Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latter (4)Maximum nominal increase or reduction in capital (in millions of euros)15 |
|
Issues reserved for the personnel |
Issues reserved for the personnel
|
Issues reserved for the personnel
|
| Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Term of the authorisation and expiration18 months 12 November 2023 |
Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Maximum nominal increase or reduction in capital (in millions of euros)10 |
| Authorisation for the Board to reduce the capital by cancelling treasury shares | Authorisation for the Board to reduce the capital by cancelling treasury shares Term of the authorisation and expiration18 months 12 November 2023 |
Authorisation for the Board to reduce the capital by cancelling treasury shares Maximum nominal increase or reduction in capital (in millions of euros)10% of the capital by 24-month periods |
(1) The nominal aggregate limit on the share capital increase of €935 million provided for in the fiftieth resolution submitted to the Shareholders’ Meeting of 12 May 2022, applies to all capital increases the nominal amount of which will be charged in consequence on this limit, with the exception of capital increases through capitalisation of reserves, premiums, profits or otherwise.
(2) Offers governed by Article L. 411-2 II of the French Monetary and Financial Code, in that they are exclusively intended for persons who provide investment portfolio management services on behalf of third parties or qualified investors or a restricted circle of investors acting on their own behalf.
(3) Article L. 22-10-53 of the French Commercial Code.
(4) 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.
