EDF / 2019 Universal registration document

7. General information about the Company and its capital Information regarding capital and share ownership

Ownership of the Company’s capital and voting rights 7.3.8

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

At 31/12/2019

At 31/12/2018

At 31/12/2017

Number of shares

Number of shares

Number of shares

% of capital

% of capital

% of capital

State  (1)

2,593,960,583 463,147,431 41,630,134  (1)

83.58 2,518,498,450 14.92 453,361,661 1.34 34,679,546 (2)

83.67 2,444,361,086 15.06 444,381,189

83.50 15.18

Institutional and private investors

Employee shareholdings

1.15 0.12

35,266,513 3,430,016

1.20 0.12

Treasury shares

4,882,938

0.16

3,728,019

TOTAL 100.00 This number includes 37,527,237 shares (representing 1.21% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the (1) French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF” FCPE of the EDF group’s savings plan). This number also includes almost 4.1 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. This number includes 30,453,101 shares (representing 1.01% of the capital) based on the definition of employee shareholdings under Article L. 225-102 of the (2) French Commercial Code (shares held by EDF’s employees and former employees through the “Actions EDF” FCPE of the EDF group’s savings plan). This number also includes almost 4.2 million shares, representing 0.14% 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. 3,103,621,086 100.00 3,010,267,676 100.00 2,927,438,804

Following a French state allotment of 389,349,361 EDF shares to EPIC Bpifrance, on 29 January 2018, Bpifrance 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 2019:

At 31 December 2019

At 31 December 2018

Number of shares held

Number of shares held 2,518,498,450 124,602,395 201,203,349

% of capital

% of capital

State*

2,593,960,583 128,064,805 196,362,093

83.58

83.67

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

4.13 6.33 2.41 2.05 1.34 0.16

4.14 6.68 2.29 1.95 1.15 0.12

Institutional investors in France

74,924,143 63,796,390 41,630,134 4,882,938

68,798,317 58,752,599 34,679,546 3,728,019

Private shareholders

Employee shareholdings

Treasury shares

TOTAL

3,103,621,086

100.00

3,010,267,676

100.00

The French State’s investment in EDF’s share capital includes the allocation of 389,349,361 EDF shares in EPIC Bpifrance since January 2018. *

The State  (1) indicated that it held 2,593,960,583 EDF shares and 4,648,972,308 voting rights as at 31 December 2019 (or 83.58% of the capital and 88.89% of the voting rights of EDF  (2) ). The state has committed to choosing a payment in shares for the remaining dividend for 2018 as well as 2019 and 2020.

Agreements whose implementation could lead to a change of 7.3.9 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.

(2) 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) The French State’s investment in EDF’s share capital includes the allocation of 389,349,361 EDF shares in EPIC Bpifrance since January 2018.

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EDF | Universal registration document 2019

www.edf.fr