Universal Registration Document 2021

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 Executive Committee’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.

7.6 Material contracts

The information on the regulated agreements referred to in Article L. 225-38 of the French Commercial Code is contained in the Statutory Auditors’ special report, which is reproduced in section 7.5.2 “Statutory Auditors’ special report on regulated agreements” of this Universal Registration Document, section 7.5.2 of the 2020 Reference Document and section 7.5.2 of the 2019 Reference Document.

Except for the contracts which may be described in chapters 1 and 5 of this Universal Registration Document or in the notes to the consolidated statements for the fiscal year ended 31 December 2021, in chapters 1 and 5 of the 2019 and 2020 Reference Document or in the notes to the consolidated statements for the fiscal years ended 31 December 2019 and 2020, including the contracts described hereunder, EDF entered into no material contracts other than those concluded in the normal course of business over the last two years preceding the filing of this Universal Registration Document, the 2019 Reference Document and the 2020 Reference Document.

7.6.1 Material contracts entered into in 2021

Material contracts entered into in 2021, other than those conducted in the normal course of business, by the Group, are the followings:

• settlement agreement between EDF and Areva to resolve all disputes between EDF and between EDF and Areva relating to the Framatome acquisition agreement contract entered into in 2017 and their commercial relationship prior to the the acquisition (29 June 2021)

7.6.2 Material contracts entered into in 2020

Material contracts entered into in 2020, other than those conducted in the normal course of business, by the Group, are the followings:

• purchase agreement for Pod Point, a company specialized in electric charging station in the UK, by EDF Energy (13 February 2020);
• sale agreement for Edison’s E&P Division entered into with Energean Oil and Gas (excluding Algeria and Norway) (17 December 2020).

7.6.3 Material contracts entered into in 2019

Material contracts entered into in 2019, other than those conducted in the normal course of business, by the Group, are the followings:

• in Switzerland, EDF sold its 04% stake in the Swiss energy company Alpiq (May 2019);
• in France, signature of a remuneration agreement by the French state for the early closure of the Fessenheim power plant (September 2019);
• in Italy, Edison signed a binding memorandum to sell its gas exploration and production assets to Energean Oil and Gas (July 2019).