Universal Registration Document 2022

Introduction

The compensation breaks down as follows:

  • Initial payments corresponding to the plant’s anticipated closure costs. In this respect, EDF received compensation of €370  million on December 14, 2020. This compensation is recognized in the income statement in operating subsidies at the same rate as the anticipated closure costs, that is €46 million in the year ended December 31, 2022;
  • Further payments corresponding to lost profits that would have been generated by future production volumes, determined on the basis of the past production of the Fessenheim power plant, up to 2041, calculated ex post in accordance with the sales prices of nuclear production, and in particular observed market prices. This second category of compensation had no impact in the year ended December 31, 2022.

This agreement was amended on July 25, 2022, as mentioned in paragraph 1 in the first part of this report.

2. Sale agreement between EDF, Areva SA and Areva NP for the acquisition of 75.5% of NEW NP (now called Framatome) capital and other agreements signed by EDF as part of the sale by Areva SA of its entire interest in NEW NP (now called Framatome)

Persons concerned: the French State, represented by Mr. Martin Vial on the Board of Directors then by Alexis Zajdenweber from September 23, 2022, a shareholder owning more than 10% of the voting rights of EDF and AREVA SA.

Nature, purpose and terms & conditions: in connection with the acquisitions carried out by EDF for NEW NP, EDF entered into the following agreements:

(i) a sale agreement between EDF, Areva SA and Areva NP for the acquisition of 75.5% of New NP (now called Framatome) 100%-held by AREVA NP, a subsidiary of Areva SA. The final acquisition agreement covering 75.5% of the capital of Framatome was authorized by your Board of Directors on December 14, 2017 and signed on December 22, 2017. The acquisition was carried out on December 31, 2017 for €1,868 million, excluding acquisition costs.

(ii) the other agreements signed by EDF as part of the aforementioned sale, previously authorized by your Board of Directors on June 23, 2017 and December 14, 2017, i.e.:

  • the final sale agreement signed by EDF on December 14, 2017 for the acquisition of 19.5% of the Framatome shares by MHI from Areva SA and Areva NP, under financial conditions similar to those of EDF;
  • the final sale agreement signed by EDF on December 14, 2017 for the acquisition of 5% of the Framatome shares by Assystem from Areva SA and Areva NP, under financial conditions similar to those of EDF.

As mentioned in our special report dated March 15, 2022 for the Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2021, the amounts collected by EDF from Areva SA in 2021, pursuant to the sales agreement described in (i) above and the settlement agreement entered into on June 29, 2021, totaled €47 million. Pursuant to the agreements described in (ii) above, in 2022 EDF paid €34 million to Framatome and €13 million to MHI and Assystem in proportion to their investment in Framatome, i.e. €10 million and €3 million, respectively.

Agreements authorized during previous years but not approved by the shareholders’ meeting

In accordance with the terms of Article R.225-30 of the French Commercial Code, we have been notified of the following agreements, which were described in our special report on regulated agreements and commitments for fiscal years 2016 to 2021, and which were not approved by the Combined Shareholders’ Meeting of May 18, 2017 held to approve the financial statements for the year ended December 31, 2016, which remained in force during the year.

1. Shareholders’ agreement between EDF on the one hand, and Caisse des Dépôts et Consignation and CNP Assurances on the other hand, regarding Coentreprise de Transport d’Electricité - CTE, parent company of RTE

Persons concerned: the French State, represented by Mr. Martin Vial on the Board of Directors then by Alexis Zajdenweber from September 23, 2022, a shareholder owning more than 10% of the voting rights of EDF SA, and having a representative on the Board of Directors of CNP Assurances.

Nature, purpose, and terms & conditions: this agreement, signed on December 14, 2016 and implemented on March 31, 2017 between EDF, Caisse des Dépôts et Consignation and CNP Assurances, enabled Caisse des Dépôts et Consignation and CNP Assurances to acquire an indirect interest of 49.9% in the capital of RTE, via CTE, and the set-up of the terms and conditions of a long-term partnership to encourage the development of RTE, notably by the conclusion of a shareholders’ agreement.

This shareholders’ agreement remained in force in fiscal 2022.

2. Agreement entered into between the French State, EDF, the Caisse des Dépôts, CNP Assurances and CTE relating to the governance of CTE and RTE

Persons concerned: the French State, represented by Mr. Martin Vial on the Board of Directors then by Alexis Zajdenweber from September 23, 2022, a shareholder owning more than 10% of the voting rights of EDF, a party to the agreement and having a representative on the Board of Directors of CNP Assurances.

Nature, purpose and terms & conditions: the purpose of this agreement, entered into between EDF, Caisse des Dépôts and CNP Assurances, CTE and the French State, is to set forth the commitment of the French State to limit its representatives to two on the Supervisory Board of RTE.

Paris La Défense, le 13 mars 2023

The Statutory Auditors

KPMG S.A.

Marie Guillemot Michel Piette

Deloitte & Associés

Damien Leurent Christophe Patrier

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.