Universal Registration Document 2020

7. General information about the Company and its capital

Agreements authorized during prior years but not approved by the Shareholders’ Meeting

In accordance with the terms of Article R. 225-30 of the French Commercial Code, we have been notified of the following agreements, which were described in our special report on regulated agreements and commitments for fiscal years 2016 to 2019, and which were not approved by the Combined Shareholders’ Meeting of 18 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 et consignation and CNP Assurances on the other hand, regarding Co entreprise 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 on the one hand, and Caisse des dépôts et consignation and CNP Assurances on the other hand, 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 aShareholders’ Agreement.

This Shareholders’ Agreement remained in force in fiscal year 2020.

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, 10 March 2021,

The Statutory Auditors
KPMG SA. 
Deloitte & Associés 

Jay Nirsimloo

Michel Piette

Damien Leurent

Christophe Patrier

7.5.3 Routine agreements procedure

On 13 February 2020, the Board of Directors approved an internal procedure, meeting the requirements of the AMF recommendation, that is primarily designed to implement the procedure required under Article L. 22-10-12 of the French Commercial Code, 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 ExecutiveCommittee’s Commitments Committee (CECEG) and agreements entered into with the French state or a public company.

The Board of Directors assesses 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.