EDF / 2018 Reference document

FINANCIAL STATEMENTS Operating assets and liabilities, equity

EQUITY NOTE 27

SHARE CAPITAL 27.1 At 31 December 2018, EDF’s share capital amounts to €1,505,133,838 comprising 3,010,267,676 fully subscribed and paid-up shares with nominal value of €0.50, owned 83.67% by the French State, 15.06% by the public (institutional and private investors) and 1.15% by current and retired Group employees, with 0.12% held by EDF as treasury shares. In June 2018, payment of part of the balance of dividends for 2017 in the form of a scrip dividend led to a €41 million increase in the share capital and an issue premium of €806 million following issuance of 82,828,872 new shares. The legal formalities for this operation were finalised in June 2018. Under Article L. 111-67 of the French Energy Code, the French State must hold more than 70% of the capital of EDF at all times. 27.2 A share repurchase programme authorised by the General Shareholders’ Meeting of 9 June 2006 was implemented by the Board of Directors, within the limit of 10% of the total number of shares making up the Company’s capital. The initial duration of the programme was 18 months, renewed for 12 months then by tacit agreement every year. A liquidity contract exists for this programme, as required by the French market regulator AMF (Autorité des marchés financiers). At 31 December 2018, treasury shares deducted from consolidated equity represent 3,728,019 shares with total value of €56 million. 27.3 The General Shareholders’ Meeting of 15 May 2018 decided to distribute an ordinary dividend of €0.46 per share in respect of 2017, offering shareholders the choice of payment in cash or shares (scrip option). In application of Article 24 of the Company’s articles of association, shareholders who had held their shares continuously for at least 2 years at the year-end and still Perpetual subordinated bonds in the accounts of EDF (in millions of currencies) Entity Issue Nominal amount TREASURY SHARES DIVIDENDS

held them at the dividend distribution date benefit from a 10% bonus on their dividends. The number of shares carrying an entitlement to the bonus dividend cannot exceed 0.5% of the Company’s capital per shareholder. The bonus dividend amounts to €0.506 per share. As interim dividends of €0.15 per share had been paid in the form of new shares or cash on 11 December 2017, the balance payable for 2017 amounted to €0.31 per share benefiting from the ordinary dividend and €0.356 per share benefiting from the bonus dividend. The balance of the dividend was paid out on 19 June 2018. The French government opted for the scrip dividend for the balance of 2017 dividends payable. The amount of the cash dividend paid to shareholders who did not opt for the scrip dividend for 2017 amounts to €60 million. On 6 November 2018, EDF’s Board of Directors decided to distribute an interim dividend of €0.15 per share in respect of 2018. This interim dividend, amounting to a total of €451 million, was paid out entirely in cash on 10 December 2018. At 31 December 2018, perpetual subordinated bonds carried in equity amount to €10,101 million (less net-of-tax transaction costs). On 25 September 2018 EDF issued new perpetual subordinated bonds amounting to a total €1.25 billion, with a 4% coupon. They may be redeemed at the initiative of EDF from 4 July 2024. Also, on 3 October 2018, EDF proceeded to cash redemption of part of two outstanding series of hybrid bonds, for an amount of €1.25 billion. Interest paid by EDF to the bearers of perpetual subordinated bonds issued in January 2013 and January 2014 totalled €584 million in 2018 and €565 million in 2017. The resulting cash payout is reflected in a corresponding reduction in Group equity. In January 2019, EDF paid interest of around €334 million to the bearers of perpetual subordinated bonds. EQUITY INSTRUMENTS 27.4

6.

Currency

Redemption option

Coupon 4.25% 5.38% 6.00% 5.25% 5.63% 4.13% 5.00% 5.88% 4.00%

EDF EDF EDF EDF EDF EDF EDF EDF EDF

01/2013 01/2013 01/2013 01/2013 01/2014 01/2014 01/2014 01/2014 10/2018

338

EUR EUR GBP USD USD EUR EUR GBP EUR

7 years 12 years 13 years 10 years 10 years 8 years 12 years 15 years 6 years

1,250 1,250 3,000 1,500

662

1,000

750

1,250

377

EDF I Reference Document 2018