This is a free translation into English of the attestation from one of the statutory auditors of EDF SA on the information related to the allocation, as of 31 December 2019, of funds raised for the “Green Bonds” issued by EDF on 25 November 2013, 8 October 2015, 11 October 2016 and 26 January 2017 originally issued in French and is provided solely for the convenience of English speaking readers.

This attestation should be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France.

Attestation from one of the statutory auditors of EDF SA on the information related to the allocation, as of 31 December 2019, of funds raised for the “Green Bonds” issued by EDF on 25 November 2013, 8 October 2015, 11 October 2016 and 26 January 2017

To the Chairman and Chief Executive Officer,

In our capacity as statutory auditor of Electricité de France S.A. (the “Company”) and in accordance with your request, we have prepared this attestation on the information related to the allocation, as of 31 December 2019, of funds raised for the “Green Bonds” issued by EDF on 25 November 2013 (the “GB 2013 Offering”), 8 October 2015 (the “GB 2015 Offering”, 11 October 2016 (the “GB 2016 Offering”) and 26 January 2017, (the “GB 2017 Offering”), which amounts to €1.4 billion, US$1.25 billion, €1.75 billion and ¥26.0 billion, respectively, contained in the attached document “Information relating to the allocation of funds raised through Green Bonds issued by EDF”, and prepared pursuant to the terms and conditions of the final terms of the Green Bond Offerings dated 25 November 2013, 8 October 2015, 11 October 2016 and 26 January 2017 (the “Final Terms”).

This document, prepared under your responsibility for the purposes of the information of the “Green Bond” debt securities holders, presents an allocation of the funds raised from the Green Bond Offerings to eligible projects (the “Eligible Projects”) for the period beginning as of the receipt of the funds raised from the Green Bond Offerings to 31 December 2019 (the “Allocation of Proceeds”):

• For an amount of €1.4 billion in relation to the GB 2013 Offering, from 27 November 2013 to 31 December 2015, noting that the allocation of proceeds has been completed in full in June 2015;
• For an amount of US$1.25 billion in relation to the GB 2015 Offering, from 13 October 2015 to 31 December 2017, noting that the allocation of proceeds has been completed in full by the end of 2017;
• For an amount of €1.75 billion in relation to the GB 2016 Offering, from 11 October 2016 to 31 December 2019, noting that the allocation of proceeds has been completed in full by the end of 2019;
• For an amount of ¥26.0 billion in relation to the GB 2017 Offering, from 26 January 2017 to 31 December 2019.

This information was prepared based on the accounting records used for the preparation of the consolidated financial statements for the year ended 31 December 2019.

Our role is to report on:

• the compliance with the four components of the Green Bond Principles defined by the International Capital Market Association⁽¹⁾ being (i) Use of proceeds (ii) Existing processes for project evaluation and selection of the Eligible Projects (iii) Management of proceeds and (iv) Reporting;
• the compliance, in all material respects, of the Eligible Projects referred to in the attached document, with the eligibility criteria defined in the Final Terms;
• the tracking of the funds raised from the Green Bond Offerings, in a dedicated portfolio of financial assets, to the allocation of such funds to Eligible Projects and on the reconciliation of the amount of funds allocated to Eligible Projects as at 31 December 2019 as part of the Green Bond Offerings, with the accounting records and data underlying the accounting records;
• the compliance, in all material respects, of the methods used by the Company to estimate the CO2 emissions avoided by the Eligible Projects financed as at 31 December 2019 with the methodology described in the section “Impact of financed Eligible Projects” of the attached document.

However, we have no responsibility:

• for challenging the eligibility criteria defined as an appendix to the Final Terms and, in particular, we give no interpretation on the terms of the Final Terms;
• for forming an opinion on the use of the allocated funds to Eligible Projects after such funds have been allocated;
• for concluding on whether the methodology used by the Company to estimate the CO₂ emissions avoided is appropriate.
  

In the context of our role as statutory auditor, we have audited, jointly with the other statutory auditor, the consolidated financial statements of the Company for the year ended 31 December 2019. Our audit was conducted in accordance with professional standards applicable in France, and was planned and performed for the purpose of forming an opinion on the consolidated financial statements taken as a whole and not on any individual component of the accounts used to determine the information. Accordingly, our audit tests and samples were not carried out with this objective and we do not express any opinion on any components of the accounts taken individually. These consolidated financial statements, which have not yet been approved by the Shareholders’ meeting, have been audited and our report thereon is dated 13 February 2020.

Furthermore, we have not performed any procedures to identify events that may have occurred after the date of our report on the consolidated financial statements of the Company which was issued on 13 February 2020.

Our engagement, which constitutes neither an audit nor a review, was performed in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des Commissaires aux comptes). For the purpose of this attestation, our work consisted, using sampling techniques or other methods of selection, in:

For the information related to the Allocation of Proceeds and the compliance with the four components of the Green Bond Principles

• verifying the appropriate consideration of the four components of the Green Bond Principles of the International Capital Market Association being (i) the use of proceeds (ii) the existing processes for evaluation and selection of the Eligible Projects (iii) the management of proceeds and (iv) the reporting;
• understanding the procedures implemented by the Company for producing the information contained in the attached document;
• verifying the compliance, in all material respects, of the Eligible Projects referred to in the attached document, with the eligible criteria, as defined in the appendix to Final Terms;
• verifying the appropriate segregation of the funds raised from the Green Bond Offerings and their exclusive allocation to Eligible Projects;
• verifying the global allocation of the capital expenditures incurred in relation to the Eligible Projects financed by each of the Green Bond Offerings;
• performing the necessary reconciliations between this information and the accounting records from which it is derived and verifying that the information agrees with the data used to prepare the consolidated financial statements for the year ended 31 December 2019.
  

For the estimation of the CO₂ emissions avoided

• understanding and considering the methodology used to estimate the avoided CO₂ emissions;
• verifying the compliance, in all material respects, of the methods used to estimate the CO₂ emissions avoided by the Eligible Projects financed during the period with the methodology described in the section “Impact of Eligible Projects financed” of the attached document;

(1) International Capital Market Association - Green Bond Principles, 2015 – Voluntary Process Guidelines for Issuing Green Bonds, 27 March 2015