On November 3, 2022, your Board of Directors previously authorized the signing of the following agreements as part of the signing by EDF of the acquisition agreement involving GE Steam Power’s activities on November 4, 2022 (the “Acquisition Agreement”).
Persons concerned: the French State, represented on the Board of Directors as of September 23, 2022 by Alexis Zajdenweber, a shareholder with over 10% of EDF’s voting rights.
Nature, purpose and terms & conditions: at the same time as the signing of the aforementioned MOU, GE and the French State signed, on February 10, 2022, an agreement (the “Agreement”) whose purpose is to provide for (i) the cancellation, as described below in paragraphs 3.2, 3.3 and 3.4 of this report, of two framework agreements and related licensing agreements, entered into in 2014 during the acquisition by GE of all the Power & Grid activities of Alstom and (ii) the French State’s commitments as shareholder of GEAST as part of the acquisition by EDF of GE Steam Power’s nuclear activities.
At the same time as the signing of the Acquisition Agreement and pursuant to its clauses, EDF adhered to the Agreement by signing it on November 4, 2022 with General Electric Company, and the French State without any financial expense for EDF.
Your Board of Directors considered that it was in EDF’s interest to adhere to the Agreement as its adhesion was linked to the signing by EDF of the Acquisition Agreement.
Persons concerned: the French State, represented on the Board of Directors as of September 23, 2022 by Alexis Zajdenweber, a shareholder with over 10% of EDF’s voting rights.
Nature, purpose and terms & conditions: the purpose of the cancellation agreement is to cancel the framework agreement which was signed between EDF, GE, Alstom SA and the French State on November 4, 2014 involving commitments to supply services to the current nuclear facilities of the EDF Group to guarantee the sustainability of nuclear facilities in operation, as part of the acquisition in 2014 by GE of all the Power & Grid activities of Alstom.
This cancellation agreement, which was signed by EDF on November 4, 2022 with General Electric Company, the French State and GEAST, is at no expense for EDF.
Your Board of Directors considered that it was in EDF’s interest to sign the cancellation agreement as its conclusion was linked to the signing by EDF of the Acquisition Agreement, the framework agreement to be canceled during the completion of this acquisition becoming no longer applicable.
Persons concerned: the French State, represented on the Board of Directors as of September 23, 2022 by Alexis Zajdenweber, a shareholder with over 10% of EDF’s voting rights and Jean-Bernard Lévy, the Chairman and CEO of EDF (until November 23, 2022) and Chairman of the Framatome Supervisory Board (until November 25, 2022).
Nature, purpose and terms & conditions: the purpose of this cancellation agreement is to cancel the framework agreement which was entered into between EDF, Areva NP (Framatome assuming the rights of Areva NP in 2017), GE, Alstom SA and the French State on November 4, 2014 involving the commitments relating to the offer discounts based on Arabelle technology for new nuclear projects, as part of the acquisition in 2014 by GE of all the Power & Grid activities of Alstom.
This cancellation agreement, which was signed by EDF on November 4, 2022 with General Electric Company, the French State and GEAST, is at no expense for EDF or Framatome.
Your Board of Directors considered that it was in EDF’s interest to sign the cancellation agreement as its conclusion was linked to the signing by EDF of the Acquisition Agreement, the framework agreement to be canceled during the completion of this acquisition becoming no longer applicable.
Persons concerned: (i) the French State, represented on the Board of Directors by Alexis Zajdenweber, a shareholder with over 10% of Company EDF’s voting rights and a 100% shareholder of SPVPI and (ii) Jean-Bernard Lévy, the Chairman and CEO of EDF (until November 23, 2022) and Chairman of the Framatome Supervisory Board (until November 25, 2022).
Nature, purpose and terms & conditions: the purpose of this cancellation agreement is to cancel the following licensing agreements relating to the framework agreements concluded in 2014 during the acquisition in 2014 by GE of all the Power & Grid activities of Alstom:
This cancellation agreement, which was signed by EDF on November 4, 2022 with General Electric Technology GmbH, General Electric Company, Framatome, SPVPI and GEAST, is at no expense for EDF or Framatome.
Your Board of Directors considered that it was in EDF’s interest to sign the cancellation agreement as its conclusion was linked to the signing by EDF of the Acquisition Agreement, the licensing agreements to be canceled during the completion of this acquisition becoming no longer applicable.
Pursuant to Article 225-30 of the French Commercial Code, we have been notified that the following agreements, previously approved by Shareholders’ Meetings of previous years, have remained in force during the year.
Persons concerned: the French State, represented by Mr. Martin Vial on the Board of Directors then by Alexis Zajdenweber from September 23, 2022, a shareholder owning more than 10% of the voting rights of EDF.
Nature, purpose and terms & conditions: the settlement agreement was entered into to determine the heads of damages and the terms and conditions for the calculation of compensation payable by the French State to EDF in connection with the early closure of the Fessenheim nuclear power plant. The conclusion of this settlement agreement, signed on September 27, 2019, was authorized by the Board of Directors’ meetings of April 4 and September 20, 2019.
