EDF / 2018 Reference document

7.

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL Information regarding capital and share ownership

7.3.2

TREASURY SHARES AND SHARE

L. 225-197-1 et seq. of the French Commercial Code or Articles L. 3332-18 et seq. of the French Labour Code; to reduce the Company’s capital by cancelling all or part of the shares purchased; and, finally, to ensure the liquidity of EDF shares via an investment services provider, under a liquidity agreement that is consistent with the code of ethics recognised by the Autorité des marchés financiers (French Market Authority). Purchases of Company shares may involve any number of shares, provided that the number of shares that the Company purchases during the buyback programme does not exceed 10% of the shares that make up the Company’s existing share capital on the date of the Shareholders' Meeting, and provided that the number of shares that the Company holds at any given time does not exceed 10% of the shares that make up the Company’s capital. These shares may be acquired or transferred, under the conditions and within the limits, in particular in terms of volumes and price, provided for by the laws and regulations in force on the date of the relevant transactions, by any means, such as on the market or over the counter, including via block trades (purchases or sales), by the use of derivative financial instruments or notes or securities that grant access to Company shares, or by implementing option strategies, under the conditions stipulated by the market authorities and at such times as determined by the Board of Directors or any person who is acting on the Board’s behalf. This authorisation may be used during public takeover bids, within the limits permitted by the applicable regulations. The Shareholders' Meeting set at €30 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 15 May 2018, and will therefore end on 15 November 2019, unless the Shareholders' Meeting of 16 May 2019 adopts the new programme described in section 7.3.2.3 “Description of the programme submitted for authorisation to the Shareholder's Meeting of 16 May 2019” below.

BUYBACK PROGRAMME A share buyback programme initially authorised by the Shareholders' Meeting held on 9 June 2006, has been used by the Board of Directors within a limit of 10% of the Company’s share capital and for an initial period of 15 months. This programme was continued for 15 months by the following Shareholders' Meetings held since 2006, including by the Shareholders' Meeting held on 15 May 2018. Share buyback programme in force 7.3.2.1

as of the filing date of the Reference Document (programme authorised by the Shareholders' Meeting of 15 May 2018)

After consulting the Board of Directors’ report, and in accordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code, the twelfth resolution adopted by the Shareholders' Meeting held on 15 May 2018 authorised the Board of Directors to implement a programme to buy back Company shares, capped at a maximum of 10% of the Company’s capital. This resolution immediately terminated the unused portion of the authorisation to purchase Company shares, which was granted by the seventh resolution adopted by the Shareholders' Meeting held on 18 May 2017. The aims of the share buyback programme are as follows: to deliver shares when rights are exercised that are attached to options or securities which grant immediate or deferred access to the Company’s shares by all means, as well as to perform all hedging transactions with respect to the obligations of EDF (or one of its subsidiaries) that are connected with such options or securities; to retain shares for future delivery in exchange or as payment in the context of external growth or contribution operations or mergers or demergers; to allocate shares to EDF group employees, in particular, within the framework of any share purchase or bonus share award plans under the terms stipulated by law and, in particular, by Articles

Summary of the Company’s trading in its own shares during the 2018 financial year 7.3.2.2 Number of treasury shares held at 31 December 2018 3,728,019 Percentage of capital held through treasury shares at 31 December 2018 0.1238% Carrying value of the portfolio at 31 December 2018 (1) (in euros) 56,113,595.00 Market value of the portfolio at 31 December 2018 (2) (in euros) 51,446,662.20 Number of shares cancelled over the past 24 months 0 Valued at the purchase price. (1) Based on the closing price at 31 December 2018, i.e. €13.80. (2)

Liquidity contract From 25 July 2012, EDF engaged Oddo BHF to implement a new liquidity contract that complies with the Charter of Ethics of the Association Française des Marchés Financiers (AMAFI) as approved by the French market authority (AMF). The following assets were allocated to this liquidity contract: 1,350,000 EDF shares transferred from the former liquidity contract and €50 million in cash. In 2018, EDF paid the following commissions on its liquidity contracts: €80,000 to Oddo BHF. Number of shares purchased and sold during the 2018 financial year During the 2018 financial year, EDF acquired 15,901,287 of its own shares and sold 15,603,284 shares under the liquidity contract. The average share purchase price was €12.59 and the average share sale price was €12.65.

Portfolio breakdown at 31 December 2018 At 31 December 2018, the Company held a total of 3,728,019 treasury shares. 3,677,425 of these shares (or 0.1222% of its share capital) are held under the liquidity contract, and the remaining 50,594 shares (0.0017% of its share capital), were acquired on the market with a view to being allocated to employees within the framework of the “ACT 2007” bonus share award plan, but were not actually allocated. On this date, EDF’s subsidiaries did not hold any shares, either directly or indirectly. Post-closing transactions Between 1 January 2019 and 28 February 2019, the Company acquired 1,852,803 treasury shares for an average unit value of €13.8963, and sold 1,470,088 shares for an average unit value of €14.03964.

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 (1) 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.

506

EDF I Reference Document 2018