This is a free translation into English of the Statutory Auditors’ special report on regulated agreements that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.
To the Shareholders’ Meeting of Electricité de France S.A.,
In our capacity as Statutory Auditors of Electricité de France S.A. (“EDF”), we hereby report to you on regulated agreements.
The terms of our engagement require us to communicate to you, on the basis of information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them.
Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past year of agreements previously approved by the Shareholders’ Meeting, if any.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.
Pursuant to Article L. 225-40 of the French Commercial Code, we have been notified of the following agreement concluded during the year which was previously authorized by your Board of Directors.
Persons 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 and AREVA SA.
Nature, purpose and terms & conditions: this settlement agreement forms part of the acquisitions carried out by EDF at the end of 2017 for NEW NP (now called FRAMATOME). It resolves all disputes with AREVA SA arising from:
(i) the sale agreement between EDF, AREVA SA and AREVA NP for the acquisition of 75.5% of the capital of NEW NP (now called FRAMATOME) 100%-held by AREVA NP, a subsidiary of AREVA SA, regrouping the industrial activities relating to the design and supply of nuclear reactors and equipment, fuel assemblies and services to the nuclear installed base within the EDF Group, as mentioned in the second part of this report;
(ii) the other agreements signed by EDF as part of the aforementioned sale, as mentioned in the second part of this report, namely:
This settlement agreement entered into on June 29, 2021 resolves all known or unknown disputes between EDF, as acquirer, and AREVA SA under the FRAMATOME acquisition agreement concluded in 2017 and between the EDF, as client, and AREVA SA under the expired agreements, in consideration for a full and final lump sum compensation of €563 million, which was paid by AREVA SA to EDF on October 5, 2021.
Finally, a portion of the lump-sum compensation obtained by EDF totaling €33 million shall be transferred to the following companies: €23 million for FRAMATOME, and €10 million to be divided up between MHI and Assystem in proportion to their investment in the share capital.
On June 24, 2021, your Board of Directors authorized the signing of this agreement, considering that it was in EDF’s interest to sign it to resolve all the disputes with AREVA SA and obtain, primarily, a final lump-sum compensation of €563 million as of 2021, regardless of the outcome of the ongoing litigation and arbitration proceedings.
