Universal Registration Document 2021

6. Financial statements

Attestation from one of the statutory auditors of EDF SA on the information related to the allocation, as of 31 December 2021, of funds raised for the Green Bonds issued by EDF on 25 November 2013, 8 October 2015, 11 October 2016, 26 January 2017, 8 September 2020 and 29 November 2021 and the green repo of 29 September 2021

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 2021, of funds raised for (i) the Green Bonds (the “GB Offerings”) issued by EDF on 25 November 2013 amounting to €1.4 billion (the “GB 1 Offering”), 8 October 2015 amounting to US$ 25 billion (the “GB 2 Offering”), 11 October 2016 amounting to €1.75 billion (“GB 3 Offering”), 26 January 2017 amounting to ¥26 billion (“GB 4 Offering”), 8 September 2020 amounting to €2.4 billion (“GB 5 Offering”) and 29 November 2021 amounting to €1.75 billion (“GB 6 Offering”) and (ii) the green repo signed on 29 September 2021 amounting to €50 million (“Green Repo Offering”, and with the GB Offerings, the “Offerings”), contained in the attached document “Information relating to the allocation of funds raised through Green Bonds issued by EDF in November 2013, October 2015, October 2016, January 2017, September 2020 and September 2021 and the green repo of 29 September 2021”, 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, 26 January 2017, 8 September 2020 and 29 November 2021 (the “GB Final Terms”) and pursuant to the terms and conditions of the green repo signed on 29 September 2021 and governed by the FBF framework agreement on repos signed with BNP Paribas on 25 March 2020, as subsequently amended (the “Green Repo Final Terms”, and with the GB Final Terms, the “Final Terms”).

This document, prepared for the purposes of the information of the Green Bond debt securities holders and the financial institution party to the Green Repo Final Terms, was drafted under your responsibility. It presents an allocation of the funds raised from the Offerings to eligible projects (the “Eligible Projects”) for the period beginning as of the receipt of the funds raised from the Offerings to 31 December 2021 (the “Allocation of Proceeds”):

  • For an amount of €1.4 billion in relation to the GB 1 Offering, from 27 November 2013 to 31 December 2015, noting that the allocation of proceeds was completed in full in June 2015;
  • For an amount of US$1.25 billion in relation to the GB 2 Offering, from 13 October 2015 to 31 December 2017, noting that the allocation of proceeds was completed in full by the end of 2017;
  • For an amount of €1.75 billion in relation to the GB 3 Offering, from 11 October 2016 to 31 December 2019, noting that the allocation of proceeds was completed in full by the end of 2019;
  • For an amount of ¥26.0 billion in relation to the GB 4 Offering, from 26 January 2017 to 31 December 2020, noting that the allocation of proceeds was completed in full in June 2020;
  • For an amount of €2.4 billion in relation to the GB 5 Offering, from 1 January 2017 to 31 December 2020 (including the look-back period), noting that the allocation of proceeds was completed in full by the end of 2021;
  • For an amount of €1.75 billion in relation to the GB 6 Offering, from 29 November 2021 to 31 December 2021, noting that €0 million were allocated as at 31 December 2021;
  • For an amount of €50 million in relation to the Green Repo Offering, from 29 September 2021 to 31 December 2021, noting that €50 million were allocated in full as at 31 December 2021.

This information was prepared under your responsibility from the accounting records used for the preparation of the consolidated financial statements for the year ended 31 December 2021.

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) the use of proceeds (ii) existing processes for evaluation and selection of the Eligible Projects (iii) the management of proceeds and (iv) the 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, as well as in the EDF Green Bond Framework updated in January 2020 (the “EDF Green Bond Framework”);
  • the tracking of the funds raised from the 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 2021 as part of the 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 2021 with the methodology described in the section “Impact of Eligible Projects” of the attached document

However, we have no responsibility:

  • for challenging the eligibility criteria defined in the 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 avoided CO2 emissions 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 2021. 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 presented in the attached document. Accordingly, the 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 17 February 2022.

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 17 February 2022.

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 eligibility criteria, as defined in the appendix to the Final Terms and in the EDF Green Bond Framework;
  • verifying the appropriate segregation of the funds raised from the 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 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 2021.

(1) Green Bond Principles Voluntary Process - Guidelines for Issuing Green Bonds - June 2021.