Universal Registration Document 2021

6. Financial statements

Statement by one of the statutory auditors of EDF S.A. on the information relating to the allocation of the proceeds to eligible capital expenditures as at December 31, 2019, December 31, 2020 and March 31, 2021, of the funds raised in connection with the social hybrid bond launched by EDF on May 26, 2021

This is a free translation into English of the statutory auditors’ attestation on the information related to the allocation of the proceeds to eligible capital expenditures as at December 31, 2019, December 31, 2020 and March 31, 2021, in the context of the social bonds issued by EDF on May 26, 2021 issued in French and is provided solely for the convenience of English-speaking users.

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

To the Chief Executive Officer,

In our capacity as statutory auditor of EDF S.A. (the “Entity”) and in accordance with your request, we have prepared this attestation report on the information relating to the allocation of proceeds to eligible capital expenditures as at December 31, 2019, December 31, 2020 and March 31, 2021 of the funds raised in connection with the social hybrid bond launched by the Entity on May 26, 2021 in the amount of EUR 1.25bn (hereinafter the “Social Bonds”), presented in the document (hereinafter the “Allocation and Impact Reporting”) attached to this certificate and presented in the universal registration document under the heading “Information relating to the allocation of funds raised in the context of the social bonds (“Social Bonds”) issued by EDF”.

This Allocation and Impact Reporting, including information related to the entity’s Social Bond, established in accordance with the terms and conditions of the Social Bond issuance contract, and in particular the EDF Social Bond Framework (hereinafter the "Framework"), is intended for the information of holders of Social Bonds. This Framework is available on the EDF S.A. website (1).

This Allocation and Impact Reporting shows the amounts of proceeds allocated to capital expenditures contracted with SME (the “Capital Expenditures”) as defined in the Framework, as at December 31, 2019, December 31, 2020 and March 31, 2021. The total amount is EUR 1.25bn.

This Allocation and Impact Reporting was prepared under your responsibility, based on the accounting records used for the preparation of the consolidated financial statements for the years ended December 31, 2019, 2020 and 2021. The methods and criteria for eligibility used to prepare the Capital Expenditures are detailed in the Framework.

It is our responsibility to report on:

  • the compliance of the allocation and impact Reporting with the Social Bond Principles of ICMA
  • the compliance of the methods implemented by the entity to evaluate the social impacts of the eligible capital expenditures with the methodology detailed by EDF in the Allocation and Impact Reporting the compliance of the Capital Expenditures as at December 31, 2019, December 31, 2020 and March 31, 2021 with the criteria for eligibility as defined in the Framework and with the unemployment rate criterion; the related amounts are marked “√” in the Allocation and Impact Reporting attached to this statement;
  • the consistency of the capital expenditure amount with the accounting records and the internal data relating to the accounting records for the year ended 2019, 2020 and 2021
  • the consistency of the management of proceeds until their allocation described in the Allocation and Impact Reporting with the accounting records and the internal data relating to the accounting records as at December 31, 2021

However, we have no responsibility to report on

  • the criteria for eligibility as defined in the Framework, validated by S&P Global Ratings in a Second Party Opinion before the issuance of the social bonds, and in particular, to provide an interpretation of the Framework’s terms
  • the use of proceeds allocated to eligible capital expenditures after allocation
  • the indicators of impacts mentioned in the Allocation and Impact Reporting

Our engagement, which constitutes neither an audit nor a review, was performed in accordance with the professional doctrine of the French national auditing body (Compagnie nationale des commissaires aux comptes). For the purpose of this attestation, our work consisted, in:

  • Identifying the persons within EDF A. and Enedis S.A. who are in charge of the collection processes and, where necessary, are responsible for the internal control and risk management procedures in place;
  • Assessing the appropriateness of the capital expenditure reporting process in terms of its relevance, completeness, reliability, neutrality, and understandability in relation to the principles of the Social Bonds Framework;
  • Inquiring about the existence of internal control and risk management procedures implemented by EDF S.A. and Enedis A.;
  • Testing, through sampling, the processes for collecting, compiling, processing, and controlling information, including information related to the allocation of funds set forth in the This included:
    • Verifying the arithmetic accuracy of the compilations and treatments applied to the collected capital expenditures to determine the Capital Expenditures;
    • Verifying the eligibility of the investment expenditure with regard to the eligibility criteria defined in the Framework (2), on the basis of internal information (name of the supplier, SIRET number, nature of the services and goods received, ) obtained from EDF S.A. and Enedis S.A. and external information from the SIRENE database (Système national d’identification et du répertoire des entreprises et de leurs établissements), in particular for a representative sample of the capital expenditure considered eligible, as at the allocation reporting date;
    • Verifying the correct application of the unemployment rate criterion (3) to Capital Expenditures;
    • Verifying the consistency of the cumulative amount of capital expenditures collected from EDF S.A. and Enedis S.A. at December 31, 2019, December 31, 2020 and March 31, 2021 with the accounting and internal data used to prepare EDF S.A.’s consolidated financial statements for the years ended December 31, 2019, 2020 and 2021;
    • Verifying that the Capital Expenditures selected using the unemployment rate criterion are consistent with the amount of funds allocated in the Allocation and Impact reporting;
    • Verifying the compliance of the Allocation and Impact Reporting of the Social Bond issue with the ICMA Social Bond Principles;
    • Verifying the consistency of the management of proceeds until their allocation described in the Allocation and Impact Reporting with EDF accounting records and the internal data relating to EDF accounting records as at December 31, 2021
    • Verifying the conformity of the methods used by EDF to estimate the social impacts of eligible capital expenditures with the methodology described by EDF in the Allocation and Impact Reporting.

(1) https://www.edf.fr/en/the-edf-group/dedicated-sections/investors-shareholders/bonds/green-bonds

(2) « Eligible Projects » include any capital expenditure contracted with SME which contribute to the development or maintenance of EDF Group’s power generation and/or distribution assets in Europe (defined as the European Union and the United Kingdom)

(3) In employment zones where the unemployment rate is higher than the average national unemployment rate or decreases less rapidly (or increases more rapidly) than the average national unemployment rate over the last five years. This information comes from an external analysis performed at EDF request