Universal Registration Document 2020

1.4.4 Regulated, transmission and distribution activities in France

Created on 1 July 2000 and a subsidiary since 1 September 2005, the Electricity Transmission Network (RTE) is the owner and operator of the French electricity transmission network, which it operates, maintains and develops. With over 106,000 kilometres of high and extra high voltage circuits and 50 cross-border lines at end-2020, this is continental Europe’s largest network. Its geographical location places it at the core of the European electricity market. RTE guarantees the correct operation and safety of the electricity system, and provides free and fair access to all the network users. The company pays special attention to supporting the development of renewable sources of energy inFrance and their integration into the electricity system, which requires the development of the transmission network and interconnections.

RTE is indirectly owned (50.1%) by EDF (via CTE) at 31 December 2020. Due to its specific conditions of governance, RTE is not fully consolidated by the Group, but rather accounted for using the equity method.

1.4.4.1.1 Governance of CTE and RTE

CTE

CTE is a public limited company (société anonyme) with a Board of Directors, owned by EDF (50.1%), Caisse des Dépôts et Consignations (29.9%) and CNP Assurances (20%). CTE holds 100% of the share capital of RTE. In accordance with its articles of association, the sole purpose of CTE is the acquisition and holding of RTE shares, and more generally, all commercial, financial, intangible and tangible property transactions relating directly or indirectly to its corporate purpose or which might facilitate its achievement or stimulate business growth.

CTE Board of Directors is composed of eight members, appointed for a term of six years, including four EDF representatives, two Caisse des Dépôts et Consignations representatives and two CNP Assurances representatives. RTE’s Compliance AuditorGeneral also attends meetings of CTE’s Board of Directors.

RTE

RTE is a public limited company ( société anonyme ) with both an Executive Board and a Supervisory Board.

RTE’s Supervisory Board is comprised of twelve members appointed for five years:

• eight members appointed by the Shareholders’ Meeting:

• four members elected by and representing the employees.

On 31 August 2020, the terms of office of the Supervisory Board ended. RTE’s Shareholders’ Meeting appointed the eight members of the Supervisory Board representing the shareholder and the French State for a 5-year term commencing on 1 September 2020. The four employee representatives were elected by RTE employees for a 5-year term, also commencing on 1 September 2020.

Other individuals attend Supervisory Board meetings but are not members:

• a Government Commissioner attends Supervisory Board meetings in a consultative capacity, in accordance with Article 15 of Order no. 2014-948 of 20 August 2014 regarding governance and trading in French State-owned companies;
• an Auditor General (CGEFi), from the CGEFi “EDF and other energy sector bodies”, appointed by Order of 7 July 2018, also attends the meetings of theSupervisory Board, in application of French Decree no. 2018-580 of 4 July 2018relating to RTE “Réseau de Transport d’Électricité” being subject to the economic and financial control of the French State;
• the Secretary of RTE’s Central Social and Economic Committee (Comité Social et Économique Central , CSEC) attends meetings of the Supervisory Board pursuant to Article L. 2312-75 of the French Labour Code (Code du travail);
• a Compliance Auditor General attends the meetings of RTE Supervisory Board, inapplication of Article L. 111-35 of the French Energy Code.

RTE’s Managing Board is made up of five members, who perform their work under the supervision of the Supervisory Board, within the limits fixed by the French EnergyCode and RTE’s articles of association. After the consent of the Energy Minister, theSupervisory Board appoints the President of the Managing Board and upon the latter’s proposal, it appoints the other members of the Managing Board.

The terms of office of the Managing Board also ended on 31 August 2020. The Supervisory Board appointed Mr Xavier Piechaczyk as President of the ManagingBoard for a 5-year term commencing on 1 September 2020. On the proposal of the latter, the other members of the Managing Board were appointed by the SupervisoryBoard for a term commencing on 2 November 2020 and ending on 31 August 2025, at the same time as the term of the President of the Managing Board. The ManagingBoard comprises the President and Mrs Thérèse Boussard, Managing Director of theInfrastructure Management Division; Mrs Clotilde Levillain, Managing Director of theCustomers Market & System Division; Mrs Sophie Moreau-Follenfant, Managing Director of the Transformation and Employees Workplace Division and Mr Laurent Martel, Managing Director of the Finance and Purchasing Divisions.

1.4.4.1.2 RTE’s activities

In France, RTE manages the public transmission network and carries out its missions under the conditions set out in model specifications approved by applicable decree until 2051. In accordance with the French Energy Code, transmission network operators must be certified according to a process associating the CRE and the European Commission, which aims to ensure that the entity concerned fulfils the conditions of independence set out by this Code. RTE obtained certification from theCRE in 2012 as an ITO (Independent Transmission Operator) as confirmed in a decision of the CRE dated 2 July 2020.

Thus RTE manages the transmission infrastructure, guarantees the access to the transmission network and manages energy flows.