Nature, purpose and terms & conditions: the final acquisition agreement was signed on 14 December 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows Assystem to acquire 5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF.
The negotiations for setting the earn-outs were conducted by EDF on behalf of MHI in 2019. They led to the signing by EDF of the contract for the implementation of the sale agreement on 4 April 2019, and the amendment letter on 16 May 2019, mentioned in the first part of this report.
The negotiations regarding the valuation of certain items of the vendor warranties granted by AREVA NP and exercised by EDF and Assystem regarding are still ongoing between the parties.
In accordance with the terms of Article R. 225-30 of the French Commercial Code, we have been advised of the following agreements, which were described in our special report on regulated agreements and commitments for fiscal years 2016, 2017 and 2018, and which were not approved by the Combined Shareholders’ Meeting of18 May 2017 held to approve the financial statements for the year ended 31 December 2016, which were continued during the period.
1. Shareholders’ agreement between EDF on the one hand, and Caisse des dépôts, Consignation and CNP Assurances on the other hand, regarding Coentreprise de Transport d’Électricité – CTE, parent company of RTE
Person concerned: the French State, represented by Mr Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF SA, and having a representative on the Board of Directors of CNP Assurances.
Nature, purpose, and terms & conditions: this agreement, signed on 14 December 2016 and implemented on 31 March 2017 between EDF Caisse des dépôts et consignation and CNP Assurances, enabled Caisse des dépôts et consignation and CNP Assurances to acquire an indirect interest of 49.9% in the capital of RTE, via CTE, and the set-up of the terms and conditions of a long-term partnership to encourage the development of RTE, notably by the conclusion of a shareholders’ agreement.
This shareholders’ agreement remained in force in fiscal 2019.
2. Agreement entered into between the French State, EDF, the Caisse des dépôts, CNP Assurances and CTE relating to the governance of CTE and RTE
Person concerned: the French State, represented by Mr Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF, a party to the agreement and having a representative on the Board of Directors of CNP Assurances.
Nature, purpose and terms & conditions: the purpose of this agreement, entered into between EDF, Caisse des Dépôts and CNP Assurances, CTE and the French State, is to set forth the commitment of the French State to limit its representatives to two on the Supervisory Board of RTE.
Paris La Défense, The 12 March 2020,
The Statutory Auditors
KPMG S.A.
Jay Nirsimloo
Michel Piette
Deloitte & Associés
On 13 February 2020, the Board of Directors approved an internal procedure, meeting the requirements of the AMF recommendation(1), that is primarily designed to implement the procedure required under Article L. 225-39 of the French Commercial Code (Code de commerce), to regularly assess unregulated agreements (i.e. agreements relating to routine transactions concluded under normal conditions).
Given the high number of routine agreements concluded under normal conditions that EDF may enter into, the procedure involves:
drawing up a list of routine agreements “by type”, that do not require an assessment; this category includes agreements entered into in the normal course of EDF’s business and a list of intra-group agreements;
defining which routine agreements concluded under normal conditions require an annual assessment by the Board; this category includes agreements deemed sufficiently material for at least one of the parties to the contract; it specifically includes agreements that have been approved by the Group Executive Committee’s Commitments Committee (CECEG), agreements involving material commitments forEDF SA and agreements entered into with the French state or a public company.
The Board of Directors will assess them once a year at the Board meeting called to approve the annual financial statements, when reviewing the regulated agreements concluded over the fiscal year or agreements concluded and authorised during previous fiscal years that have been performed over the past fiscal year.
(1) AMF no. 2012-05 of 2 July 2012 – amended on 5 October 2018.
