Universal Registration Document 2022

7.3 Information regarding capital and share ownership

7.3.8 Ownership of the Company’s capital and voting rights

For the past three fiscal years, EDF’s share capital has been owned as follows as at 31 December of each year:

	At 31/12/2022		At 31/12/2021		At 31/12/2020
	Number of shares	% of capital	Number of shares	% of capital	Number of shares	% of capital
State ⁽¹⁾	3,460,481,557	89.01	2,716,550,741	83.88	2,593,960,583	83.68
Institutional and private investors	364,680,320	9.38	478,277,574	14.77	463,040,491	14.94
Employee shareholdings	61,668,032 ⁽²⁾	1.59	42,673,879 ⁽³⁾	1.32	42,092,505 ⁽⁴⁾	1.36
Treasury shares	888,511	0.02	1,174,554	0.03	830,000	0.02
TOTAL	3,887,718,420	100	3,238,676,748	100	3,099,923,579	100

(1) The French State’s shareholding in EDF includes the EDF shares held by Bpifrance.

(2) This number includes 57,796,177 shares (representing 1.49% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF”, “EDF Classique” and “EDF ORS” FCPE of the EDF group’s savings plan). This number also includes almost 3.872 million shares, representing 0.10% of the capital, held as directly or administered registered shares, with no lock-in periods or whose lock-in periods have expired, by employees or former employees.

(3) This number includes 38,775,926 shares (representing 1.20% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF”, “EDF Classique” and “EDF ORS” FCPE of the EDF group’s savings plan). This number also includes almost 3.899 million shares, representing 0.12% of the capital, held as directly or administered registered shares, with no lock-in periods or whose lock-in periods have expired, by employees or former employees.

(4) This number includes 38,075,245 shares (representing 1.23% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF” and “EDF ORS” FCPE of the EDF group’s savings plan). This number also includes almost 4.017 million shares, representing 0.13% of the capital, held as directly or administered registered shares, with no lock-in periods or whose lock-in periods have expired, by employees or former employees.

Following a French state allotment of 389,349,361 EDF shares to EPIC Bpifrance, on 29 January 2018, BPI France and the French State combined crossed the statutory thresholds of 5%, 10%, 15%, 20%, 30%, one third, 50% and two-thirds of the Company’s capital and voting rights. The French state and EPIC Bpifrance act together and have to consult each other before every Shareholders’ Meeting of EDF. Bpifrance undertook to not transfer, pledge or otherwise dispose of the EDF shares.

In October 2020, the French State reduced its allocation to EPIC Bpifrance by 61,000,000 EDF shares. EPIC BpiFrance also received 6,480,579 shares in respect of the 2020 Dividend paid in June 2021 and 9,033,181 shares in respect of the 2021 Interim Dividend paid in December 2021. In March 2022, EPIC Bpifrance sold all of these 15,513,760 shares to the French State. EPIC Bpifrance received 12,357,234 shares as the balance of the 2021 Dividend paid in June 2022.

To the Company’s knowledge, no shareholder other than the French State and EPIC Bpifrance directly or indirectly holds more than 5% of the capital and voting rights.

The French State opted for a payment in shares of the balance of the 2018 dividend as well as the dividend for the years 2019, 2020 and 2021. It has renewed its commitment for dividends relating to the 2022 and 2023 fiscal years ⁽¹⁾.

The theoretical and exercisable voting rights at the General Meeting of the various categories of shareholders as at 31 December 2022 are as follows:

*31/12/2022*	Equities	% of capital	Theoretical voting rights	% of theoretical voting rights	Voting rights exercisable at Shareholders’ Meetings	% of voting rights exercisable at Shareholders’ Meetings
State*	State* Equities 3,460,481,557	State* % of capital 89.01	State* Theoretical voting rights 6,054,442,140	State* % of theoretical voting rights 92.49	State* Voting rights exercisable at Shareholders’ Meetings 6,054,442,140	State* % of voting rights exercisable at Shareholders’ Meetings 92.50
Employee shareholdings	Employee shareholdings Equities 61,668,032	Employee shareholdings % of capital 1.59	Employee shareholdings Theoretical voting rights 96,231,268	Employee shareholdings % of theoretical voting rights 1.47	Employee shareholdings Voting rights exercisable at Shareholders’ Meetings 96,231,268	Employee shareholdings % of voting rights exercisable at Shareholders’ Meetings 1.47
Individual and institutional shareholders	Individual and institutional shareholders Equities 364,680,320	Individual and institutional shareholders % of capital 9.38	Individual and institutional shareholders Theoretical voting rights 394,777,428	Individual and institutional shareholders % of theoretical voting rights 6.02	Individual and institutional shareholders Voting rights exercisable at Shareholders’ Meetings 394,777,428	Individual and institutional shareholders % of voting rights exercisable at Shareholders’ Meetings 6.03
Treasury shares	Treasury shares Equities 888,511	Treasury shares % of capital 0.02	Treasury shares Theoretical voting rights 888,511	Treasury shares % of theoretical voting rights 0.02	Treasury shares Voting rights exercisable at Shareholders’ Meetings -	Treasury shares % of voting rights exercisable at Shareholders’ Meetings -
TOTAL	TOTALEquities3,887,718,420	TOTAL% of capital100	TOTALTheoretical voting rights6,546,339,347	TOTAL% of theoretical voting rights100	TOTALVoting rights exercisable at Shareholders’ Meetings6,545,450,836	TOTAL% of voting rights exercisable at Shareholders’ Meetings100

* The French State’s stake in EDF’s share capital includes the EDF shares held by EPIC BpiFrance.

7.3.9 Agreements whose implementation could lead to a change of control

To EDF’s knowledge, there are no agreements whose implementation could subsequently lead to a change in the Company’s control.
Moreover, pursuant to Article L. 111-67 of the French Energy Code, the French State may not hold less than 70% of EDF’s capital.

7.3.10 Shareholder dialogue

Institutional and individual shareholders (excluding employee shareholders) represent approximately 9% of EDF’s share capital as of 31 December 2022. Since the opening of the capital in November 2005, there has been ongoing dialogue with these stakeholders.

The EDF group’s financial communication consists in establishing a regular dialogue with the financial markets in compliance with regulations. The objective is for the market to possess the information needed to enhance the Company’s value over time, by explaining its strategy, its development model and its environment.

In this context, the Group pursues an active policy of information and dialogue, making available to the public, individual shareholders, institutional investors and, more generally, the financial community in France and abroad, a wide range of documents and information media enabling a better understanding of the Group, its strategy, results and outlook.

Relations with institutional investors and financial analysts

The purpose of this dialogue with the financial markets is to maintain a consistent and faithful image of the EDF group among analysts and investors, in particular so that the latter can assess the Group’s operating and financial performance as well as its development prospects.

In 2022, as in previous years, the publication of the Group’s financial results on a quarterly basis was the subject of presentations by senior management in conference calls during which it also answered questions from investors and financial analysts.

In addition, throughout the year, senior management and the Financial Communications Department participated in meetings with the financial community (financial analysts and institutional investors) in the form of conference calls and roadshows. The Financial Communications Department also maintains ongoing exchanges with analysts to discuss their models and Group news.

Relations with individual shareholders

To maintain good interactions with its individual shareholders at all times, EDF uses varied and innovative communication channels. In addition to a dedicated space for investors and shareholders on the Company’s website ⁽¹⁾, a Shareholders’ Club offering its members numerous meetings, mainly in digital form since the outset of the health crisis, and a Facebook page, EDF also offers short educational videos in French and English, accessible to the deaf and hearing impaired, on financial and strategic subjects. The Shareholders’ Meeting can be followed live remotely, then replayed on the Company’s website, and is the subject of a report distributed via a special edition of the shareholders’ newsletter. Shareholders may also contact the Company through a dedicated toll-free number or mail address. The diversity of its individual shareholder base is reflected in the composition of its Shareholders’ Advisory Committee.

(1) See press release of 18 February 2022 from the Ministry for the Economy, Finance and Recovery.