EDF_REGISTRATION_DOCUMENT_2017

7.

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

7.3.2

TREASURY SHARES AND SHARE

award plans under the terms stipulated by law and, in particular, by Articles 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 has 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 has 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 18 May 2017, and will therefore end on 18 November 2017, unless the Shareholders' Meeting of 15 May 2018 adopts the new programme described in section 7.3.2.3 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 18 months. This programme was continued for 18 months by the following Shareholders' Meetings held since 2006, including by the Shareholders' Meeting held on 18 May 2017. Share buyback programme in force as 7.3.2.1 of the filing date of the Reference 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 seventh resolution adopted by the Shareholders' Meeting held on 18 May 2017 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 12 May 2016. 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 Document (programme authorised by the Shareholders' Meeting of 18 May 2017)

Summary of the Company’s trading in its own shares during the 2017 financial year 7.3.2.2 Number of treasury shares held at 31 December 2017 3,430,016 Percentage of capital held through treasury shares at 31 December 2017 0.1172% Carrying value of the portfolio at 31 December 2017 (1) (in euros) 40,035,081.84 Market value of the portfolio at 31 December 2017 (2) (in euros) 35,740,766.72 Number of shares cancelled over the past 24 months 0 Valued at the purchase price. (1) Based on the closing price at 31 December 2017, i.e. €10.42. (2)

Liquidity contract From 25 July 2012, EDF engaged Oddo Corporate Finance to implement a new liquidity agreement 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 2017, EDF paid the following commissions on its liquidity contracts: €80,000 to Oddo Corporate Finance. Number of shares bought and sold during the 2017 financial year During the 2017 financial year, EDF purchased, within the framework of its liquidity contracts, a total of 11,658,958 treasury shares and sold 10,898,157 shares. The average share purchase price was €9.6823 and the average share sale price was €9.7256.

Portfolio breakdown at 31 December 2017 At 31 December 2017, the Company held a total of 3,430,016 treasury shares. 3,379,422 of these shares (or 0.1154% 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 2018 and 28 February 2018, the Company acquired 2,794,864 treasury shares for an average unit value of €10.5905, and sold 2,720,421 shares for an average unit value of €10.71755.

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.

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EDF I Reference Document 2017