EDF / 2018 Reference document

7.

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

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 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.

To the Company’s knowledge, no shareholder other than the French State and Bpifrance directly or indirectly holds more than 5% of the capital and voting rights. The Company conducted a study on identifiable bearer shares as at 31 December 2018, which allowed it to examine the ownership of its capital and the geographical location of its shareholders on this date. The table set out below summarises this information as at 31 December 2018 and 31 December 2017:

As at 31 December 2018

As at 31 December 2017

Number of shares held

Number of shares held

% of capital

% of capital

State *

2,518,498,450

83.67

2,444,361,086

83.50

Institutional investors in Europe (other than France) Institutional investors in the rest of the world

124,602,395

4.14

111,751,510

3.81

201,203,349 68,798,317 58,752,599 34,679,546

6.68 2.29 1.95 1.15 0.12

174,348,008 83,945,491 74,336,180 35,266,513

5.96 2.87 2.54 1.20 0.12

Institutional investors in France

Private shareholders Employee shareholders

Treasury shares

3,728,019

3,430,016

3,010,267,676

100.00

2,927,438,804

100.00

TOTAL

Following the allocation of double voting rights attached to the 1,805,952,345 registered shares held by the State for at least two years, the State indicated that it held 2,129,149,089 EDF shares and 3,935,101,434 voting rights as at 18 February 2019 (or 70.73 % of the capital and 80.84 % of the voting rights of EDF). (1) The state has committed to choosing a payment in shares for the remaining dividend for 2018 as well as 2019 and 2020.

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 State may not hold less than 70% of EDF’s capital.

The stake which the French State holds in the EDF share capital includes the EPIC BpiFrance allotment of 389,349,361 EDF shares held since January 2018. * This percentage was calculated based on the number of theoretical voting rights for all shares carrying voting rights, including those stripped of voting rights. (1)

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EDF I Reference Document 2018