2009 Registration Document

2009

REGISTRATION DOCUMENT WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa In this registration document, the terms “EDF Energies Nouvelles” and the “Company” refer to EDF Energies Nouvelles SA. The “Group” refers to the group comprising the Company and all of its subsidiaries. This registration document includes forward-looking statements and information about the objectives of the Group, in particular, relating to its projects in progress. These statements are sometimes identifi ed by the use of the future or conditional tense, as well as terms such as “estimate”, “believe”, “have the objective of”, “intend to”, “expect”, “result in”, “should” and other similar expressions. It should be noted that the realisation of these objectives and forward-looking statements is dependent on the circumstances and facts that arise in the future. The forward-looking statements and information about the objectives may be affected by known and unknown risks, uncertainties and other factors that may signifi cantly alter the future results, performance and accomplishments planned or expected by the Company. These factors may include changes in the economic and commercial situation, regulations and the risk factors described in Chapter 4 of the registration document. Investors are invited to read carefully the risk factors included in Chapter 4 of this registration document before making a decision on whether to invest in the Company. The occurrence of one or more of these risks may adversely affect the Group’s business, fi nancial position or results of operations, or on its ability to achieve its objectives. A change in the method used to consolidate wind farms in the United States took place during the fi nancial year ended on 31 December 2009. The impact of this change is broken down in Note 3.4 to the consolidated fi nancial statements for the fi nancial year ended on 31 December 2009 in section 20.1 of this registration document. This registration document contains fi gures and numbers that have been rounded off. Accordingly, the amounts stated as being totals in tables and the various sections of this document may not correspond to the arithmetic sum of the relevant numbers and fi gures. A glossary defi ning the principal terms in this registration document appears at the end of this document. WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Société Anonyme with share capital of €124,109,465.60 Head offi ce: Coeur Défense - Immeuble 1 - Défense 4 90, Esplanade du Général de Gaulle - 92933 Paris La Défense Cedex 379 677 636 RCS Nanterre

This registration document was ﬁ led with the Autorité des Marchés Financiers on 29 March 2010 in accordance with Article 212-13 of its General Regulation. This document may be used in support of a ﬁ nancial transaction if it is supplemented by a memorandum bearing a visa issued by the Autorité des Marchés Financiers (AMF). This document was prepared by the Issuer, and its signatories assume responsability for it.

In accordance with Article 28-1 of Regulation 809/2004/EC issued by the European Commission, the following information is included by reference in this registration document:

➤ the consolidated fi nancial statements of EDF Energies Nouvelles for the fi nancial year ended 31 December 2007 prepared in line with IFRSs and the corresponding Statutory Auditors’ report, as well as EDF Energies Nouvelles’ operating and fi nancial review for the fi nancial year ended 31 December 2007 as shown in the 2007 registration document fi led by EDF Energies Nouvelles with the Autorité des Marchés Financiers on 18 April 2008 under number R.08-027 (the “2007 Registration Document”) on pages 119 to 171, 172 to 173 and 74 to 84 respectively; and

➤ the consolidated fi nancial statements of EDF Energies Nouvelles for the fi nancial year ended 31 December 2008 prepared in line with IFRSs and the corresponding Statutory Auditors’ report, as well as EDF Energies Nouvelles’ operating and fi nancial review for the fi nancial year ended 31 December 2008 as shown in the 2008 registration document fi led by EDF Energies Nouvelles with the Autorité des Marchés Financiers on 17 April 2009 under number R.09-020 (the “2008 Registration Document”) on pages 132 to 188, 189 to 190 and 81 to 91 respectively. Copies of this registration document are available free of charge from EDF Energies Nouvelles, 90, Esplanade du Général de Gaulle - 92933 Paris La Défense Cedex, and may also be downloaded from the web sites of EDF Energies Nouvelles (www. edf-energies-nouvelles. com) and the Autorité des Marchés Financiers (www.amf-france.org). WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 1 Persons responsible 9.6 OFF-BALANCE SHEET COMMITMENTS 96 for the registration document 5 9.7 CONTRACTUAL COMMITMENTS 97 9.8 FINANCIAL INFORMATION CONCERNING 1.1 PERSONS RESPONSIBLE EDF ENERGIES NOUVELLES SA 98 FOR THE REGISTRATION DOCUMENT 5 9.9 PAYMENT TIMES 102 1.2 CERTIFICATION OF THE PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT 5 10 Liquidity and capital resources 103 2 Parties responsible for the audit 10.1 INFORMATION ABOUT THE GROUP’S CAPITAL 103 of the fi nancial statements 6 10.2 CASH FLOW 103 10.3 FINANCING 103 2.1 STATUTORY AUDITORS 6 10.4 RESTRICTIONS ON THE USE OF CAPITAL 103 2.2 SUBSTITUTE AUDITORS 6 10.5 EXPECTED SOURCES OF FINANCING FOR FUTURE INVESTMENTS 104 3 Selected fi nancial information 7 11 Research and development, patents and licences 105 4 Risk factors 9 11.1 RESEARCH AND DEVELOPMENT 105 4.1 RISKS ASSOCIATED WITH THE RENEWABLE ENERGIES INDUSTRY, NOTABLY THE 11.2 TRADEMARKS, PATENTS AND LICENCES 105 WIND ENERGY AND SOLAR PHOTOVOLTAIC SEGMENTS 10 4.2 RISKS ASSOCIATED WITH THE GROUP’S BUSINESS ACTIVITIES 14 12 Information about business trends 106 4.3 RISKS ASSOCIATED WITH THE COMPANY 19 12.1 DEVELOPMENTS SINCE THE END OF THE 2009 4.4 MARKET RISKS 21 FINANCIAL YEAR 106 4.5 LEGAL RISKS 25 12.2 FUTURE PROSPECTS 106 4.6 INSURANCE AND RISK COVERAGE 26 13 Profi t forecasts or estimates 107 5 General information about the issuer 28 13.1 GROUP PROFIT FORECASTS OR ESTIMATES 107 5.1 HISTORY AND DEVELOPMENT OF THE COMPANY 28 13.2 STATUTORY AUDITORS’ REPORT ON THE PROFIT FORECASTS 108 5.2 INVESTMENTS 29 14 6 Business overview 31 Administrative, management and supervisory bodies 6.1 GENERAL PRESENTATION 32 and executive management 109 6.2 COMPETITIVE STRENGTHS 34 6.3 STRATEGY 36 14.1 COMPOSITION AND OPERATION OF THE MANAGEMENT AND CONTROL BODIES 109 6.4 MARKET AND COMPETITIVE POSITION 38 14.2 CONFLICTS OF INTEREST AFFECTING MEMBERS 6.5 DESCRIPTION OF THE GROUP’S PRINCIPAL THE ADMINISTRATIVE BODIES AND EXECUTIVE BUSINESS ACTIVITIES 52 MANAGEMENT TEAM 115 6.6 DEPENDENCE FACTORS 73 6.7 LEGISLATIVE AND REGULATORY ENVIRONMENT 73 6.8 ENVIRONMENTAL REVIEW 76 15 Compensation and benefi ts 116 15.1 COMPENSATION AND BENEFITS IN KIND 116 7 15.2 TOTAL PROVISIONS FOR PAYMENT OF PENSIONS, Organisational chart 79 RETIREMENT PROVISION AND OTHER BENEFITS TO SENIOR MANAGERS 121 8 Property, plant and equipment 81 16 8.1 PROPERTY, PLANT AND EQUIPMENT OF THE GROUP 81 Operating procedures 8.2 ENVIRONMENTAL CONSIDERATIONS RELATING TO of the administrative THE GROUP’S OWNERSHIP OF PROPERTY ASSETS 83 and management bodies 122 16.1 APPOINTMENTS HELD BY MEMBERS 9 OF THE ADMINISTRATIVE AND MANAGEMENT BODIES 122 Operating and fi nancial review 84 16.2 INFORMATION ABOUT SERVICE CONTRACTS 9.1 GENERAL PRESENTATION 85 LINKING MEMBERS OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES 9.2 RESULTS OF OPERATIONS 88 TO THE COMPANY 122 9.3 FINANCIAL STRUCTURE 93 16.3 BOARD-LEVEL COMMITTEES 122 9.4 LIQUIDITY AND CAPITAL RESOURCES 94 16.4 CORPORATE GOVERNANCE 125 9.5 DEBT STRUCTURE 95 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 17 Employees 127 Glossary 233 17.1 EMPLOYEE-RELATED INFORMATION 127 17.2 STOCK OPTIONS 132 17.3 EMPLOYEE INCENTIVES 132 Appendix 1 17.4 WORKS COUNCIL - ECONOMIC AND SOCIAL UNIT 132 2009 report by the Chairman 17.5 OWNERSHIP OF THE COMPANY’S SHARES of the Board of Directors of BY OFFICERS AND DIRECTORS AND TRANSACTIONS EDF Energies Nouvelles on IN THE COMPANY’S SECURITIES BY DIRECTORS 133 corporate governance and internal control procedures 235 18 Principal shareholders 134 1 CORPORATE GOVERNANCE 235 18.1 PRINCIPAL SHAREHOLDERS 134 2 EDF ENERGIES NOUVELLES’ INTERNAL CONTROL 241 18.2 TRADING ON THE EURONEXT PARIS MARKET 135 3 IMPROVEMENT DRIVE 253 18.3 VOTING RIGHTS OF THE PRINCIPAL SHAREHOLDERS 135 18.4 CONTROL OF THE COMPANY 135 18.5 AGREEMENTS POTENTIALLY LEADING Appendix 2 TO A CHANGE OF CONTROL 139 Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French 19 Related-party transactions 140 Commercial Code (“Code de 19.1 RELATED-PARTY TRANSACTIONS 140 commerce”), on the report prepared 19.2 STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS AND COMMITMENTS FOR THE YEAR by the Chairman of the Board ENDED 31 DECEMBER 2009 140 of Directors of EDF Energies Nouvelles SA for the year ended 20 Financial information concerning 31 December 2009 254 the assets and liabilities, fi nancial position and results of the issuer 144 Appendix 3 20.1 CONSOLIDATED ACCOUNTS 145 List of the appointments and duties 20.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS held within the EDF Energies FOR THE YEAR ENDED 31 DECEMBER 2009 214 Nouvelles group by the Company’s 20.3 STATUTORY AUDITORS’ FEES 216 offi cers and directors 256 20.4 DIVIDEND POLICY 216 20.5 LEGAL AND ARBITRATION PROCEEDINGS 217 20.6 SIGNIFICANT CHANGES IN FINANCIAL Appendix 4 AND COMMERCIAL POSITION 218 Parent Company fi nancial statements at 31 December 2009 264 21 Additional information 219 BALANCE SHEET 264 21.1 GENERAL INFORMATION INCOME STATEMENT 266 ABOUT THE COMPANY’S SHARE CAPITAL 219 CASH FLOW STATEMENT 267 21.2 CONSTITUTION AND ARTICLES OF ASSOCIATION 222 HIGHLIGHTS OF THE FINANCIAL YEAR 267 ACCOUNTING PRINCIPLES AND METHODS 268 22 NOTES TO THE BALANCE SHEET - ASSETS 272 Signifi cant contracts 228 NOTES TO THE BALANCE SHEET - LIABILITIES AND EQUITY 276 NOTES TO THE INCOME STATEMENT 279 TABLE OF SUBSIDIARIES AND INVESTMENTS 284 23 Information from third parties, expert declarations and interested party declarations 230 Cross-reference tables 286

24 Documents accessible to the public 231

25 Information on equity interest 232 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 4 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Persons responsible 1 for the registration document

1.1 Persons responsible for the registration document

Pâris Mouratoglou David Corchia Chairman of the Board of Directors of EDF Energies Nouvelles Chief Executive Ofﬁ cer of EDF Energies Nouvelles

1.2 Certiﬁ cation of the persons responsible for the registration document

We hereby declare that, to the best of our knowledge and having We have received a completion letter from the Statutory Auditors taken all reasonable measures in such respect, the information in stating that they have verifi ed the information concerning the this registration document is correct and that there are no omissions fi nancial position and the fi nancial statements set forth in this likely to alter the scope of this information. registration document, which they have read in full. We hereby declare that, to the best of our knowledge, the fi nancial The historical fi nancial information presented in this registration statements have been prepared in accordance with the applicable document has been reviewed by the Statutory Auditors. Their accounting standards and give a true and fair view of the assets and reports appear in section 20.1 and are included by reference in liabilities, fi nancial position and results of operation of the Company Chapter 20 of this document. The report on the consolidated and of all the companies included in the consolidation, and that the fi nancial statements for the fi nancial year ended 31 December 2009 management report included in this registration document provides contains the following observation: a faithful refl ection of trends in business, results and fi nancial “Without qualifying this opinion, we draw your attention to Note 3.4 position of the Company and of all the companies included in the to the consolidated fi nancial statements presenting the change in consolidation, as well as a description of the principal risks and the method of consolidation used for companies held in partnership uncertainties facing them. in the United States”.

CHAIRMAN OF THE BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER Pâris Mouratoglou David Corchia

2009 Registration Document • EDF Energies Nouvelles 5 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Parties responsible for the audit 2 of the ﬁ nancial statements

2.1 Statutory Auditors

Alain Martin et Associés, KPMG Audit member of the Paris company of Statutory Auditors Department of KPMG SA, member of the Versailles company of Statutory Auditors 101, rue de Prony 1, cours Valmy 75017 Paris 92923 Paris La Défense Cedex Represented by Alain Martin Represented by Catherine Porta Appointed by a decision of the ordinary general meeting of the shareholders on 27 June 1996 and reappointed most recently by Appointed by a decision of the ordinary general meeting of the a decision of the ordinary general meeting of the shareholders on shareholders on 30 August 2005 and reappointed by a decision of 28 May 2008 until the ordinary general meeting of the shareholders the ordinary general meeting of the shareholders on 28 May 2008 called to approve the ﬁ nancial statements for the year ended until the ordinary general meeting of the shareholders called to 31 December 2013. approve the ﬁ nancial statements for the year ended 31 December 2013.

2.2 Substitute Auditors

Patrick Viguié Denis Marangé 23, rue Cronstadt 1, cours Valmy 75015 Paris 92923 Paris La Défense Cedex Appointed by a decision of the ordinary general meeting of the Appointed by a decision of the ordinary general meeting of the shareholders on 27 June 1996 and reappointed most recently by shareholders on 28 May 2008 until the ordinary general meeting a decision of the ordinary general meeting of the shareholders on of the shareholders called to approve the ﬁ nancial statements for 28 May 2008 until the ordinary general meeting of the shareholders the year ended 31 December 2013. called to approve the ﬁ nancial statements for the year ended 31 December 2013.

6 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 3 Selected ﬁ nancial information

The tables below present selected items from the Group’s The fi nancial information for the fi nancial year ended on consolidated balance sheets, income statements and cash fl ow 31 December is presented as published and restated for the change statements for the fi nancial years ended on 31 December, 2008 and in the method of consolidation adopted for the US wind farms in 2009. 2009 (see Note 3.4 to the consolidated fi nancial statements for the fi nancial year ended on 31 December included in section 20.1 of this registration document).

➤ CONDENSED CONSOLIDATED INCOME STATEMENT (IFRSS) Financial year ended on 31 December (in millions of euros) 2007 2008 (reported) 2008 (restated) 2009 Revenues 560.5 1,006.6 1,015.4 1,173.1 Operating income 95.5 158.6 165.5 230.1 Net income, Group share 51.4 69.6 70.6 97.9

➤ CONDENSED CONSOLIDATED BALANCE SHEET (IFRSS) Financial year ended on 31 December (in millions of euros) 2007 2008 (reported) 2008 (restated) 2009 Non-current assets 1,515.7 2,727.4 2,817.5 4,119 Current assets 867.6 1,693.3 1,695.6 2,006.1 TOTAL ASSETS 2,383.3 4,420.7 4,513.1 6,125.1 Shareholders’ equity 757.3 1,491.0 1,474.1 1,572.5 Non-current provisions 6.9 14.8 14.8 20.0 Non-current liabilities 802.9 1,224.9 1,322.5 2,673.4 Current liabilities 816.2 1,689.9 1,701.7 1,859.3 TOTAL LIABILITIES 2,383.3 4,420.7 4,513.1 6,125.1

➤ CONDENSED CONSOLIDATED CASH FLOW STATEMENT (IFRSS) Financial year ended on 31 December (in millions of euros) 2007 2008 (reported) 2008 (restated) 2009 Net cash fl ow from operating activities 133.3 (0.3) (13.1) 107.3 Net cash fl ow from investing activities (527.0) (1,008.0) (1,008.0) (1,291.1) Net cash fl ow from fi nancing activities 344.2 1,169.7 1,182.6 1,166.4 Total impacts * (5.8) (5.8) (5.8) 3.0 Change in cash and cash equivalents (55.3) 155.7 155.7 (14.4)

* This line shows the impact of currency effects, changes in presentation and assets held for sale.

2009 Registration Document • EDF Energies Nouvelles 7 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 3 Selected ﬁ nancial information Substitute Auditors

➤ BREAKDOWN OF REVENUES BY GEOGRAPHIC AREA (IFRSS) Financial year ended on 31 December (in millions of euros) 2007 2008 (reported) 2008 (restated) 2009 Europe 186.5 517.5 517.5 739.5 Americas 374.0 489.1 497.9 433.5 TOTAL 560.5 1,006.6 1,015.4 1,173.1

➤ BREAKDOWN OF REVENUES BY SEGMENT (IFRSS) Financial year ended on 31 December (in millions of euros) 2007 2008 (reported) 2008 (restated) 2009 Generation 174.6 228.5 237.3 362.1 Operations & Maintenance 11.0 24.0 24.0 34.2 Development and Sale of Structured Assets (DSSA) 374.9 569.1 569.1 497.6 Distributed energies - 185.0 185.1 279.2 TOTAL 560.5 1,006.6 1,015.4 1,173.1

8 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 4 Risk factors

4.1 Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments 10 4.1.1 Risks associated with weather 10 4.1.2 Risks associated with national and international policies in support of renewable energy sources 10 4.1.3 Risks associated with public acceptance of wind and solar photovoltaic energy projects 11 4.1.4 Risks associated with regulations and changes in regulations 11 4.1.5 Risks associated with taxation and changes in taxation 12 4.1.6 Risks associated with securing operating and building permits 12 4.1.7 Risks associated with availability of suitable sites 12 4.1.8 Risks associated with technological changes 13 4.1.9 Risks associated with changes in the sale price of electricity 13 4.1.10 Risks associated with the proﬁ tability of power plants 13 4.1.11 Risks associated with the cost of electricity from renewable energy sources relative to the cost of electricity from other energy sources 14 4.2 Risks associated with the Group’s business activities 14 4.2.1 Risks associated with dependence on suppliers and availability of equipment and raw materials 14 4.2.2 Risks associated with ﬂ uctuations in revenues 15 4.2.3 Risks associated with connection to power transmission and distribution networks 15 4.2.4 Risks associated with purchase or sale commitments and contracts 15 4.2.5 Risks associated with the construction and commissioning of power plants 16 4.2.6 Risks associated with obligations to dismantle installations and remove turbines upon contract expiry 16 4.2.7 Risks associated with partnerships 16 4.2.8 Risks associated with the structure of projects implemented in the United States under the Production Tax Credit and Investment Tax Credit regimes 17 4.2.9 Risks associated with competition from other producers of electricity from renewable energy sources 17 4.2.10 Risks associated with insurance 17 4.2.11 Risks relating to non-payment by customers and enforcement of certain contractual provisions 18 4.2.12 Risks associated with dependence on major customers 18 4.2.13 Risks associated with damage to the natural environment and human population at power plants operated by the Group 18 4.2.14 Risks associated with the effect of acquisitions or investments 19 4.3 Risks associated with the company 19 4.3.1 Risks associated with dependence on senior managers and key employees 19 4.3.2 Risks associated with the shareholding structure of the Group 20 4.3.3 Risk associated with the Group’s image 20 4.3.4 Risks associated with ethics 20 4.4 Market risks 21 4.4.1 Interest-rate risk 21 4.4.2 Foreign exchange risk 22 4.4.3 Liquidity risks 23 4.5 Legal risks 25 4.6 Insurance and risk coverage 26 4.6.1 Risk management policy 26 4.6.2 Insurance 26

2009 Registration Document • EDF Energies Nouvelles 9 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 4 Risk factors Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments

4.1 Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments

4.1.1 RISKS ASSOCIATED WITH WEATHER

The Group generates electricity from renewable energy sources, prepares a report on probable wind conditions at the site. The core primarily wind. Wind energy accounted for 82.4% of the Group’s sales assumptions made by the Group are then based on the fi ndings of of electricity in 2009, compared with 76.2% in 2008 . Wind energy is this report. highly dependent on weather conditions, and, in particular, on wind A sustained decline in wind conditions at all of the Group’s wind conditions. The profi tability of a wind farm depends not only on energy facilities could lead to a reduction in the volume of energy observed wind conditions at the site, which are inherently variable, produced by the Group, although the likelihood of such an but also on whether observed wind conditions are consistent with occurrence is reduced by the geographic diversity of the Group’s assumptions made during the project development phase. power plants. Unfavourable changes in water fl ows at the Group’s The Group cannot guarantee that observed weather conditions, hydroelectric plants and in luminosity conditions at its photovoltaic particularly wind conditions, will conform to the assumptions made power plants or natural disasters resulting from exceptional weather when projects were developed. Nonetheless, prior to construction conditions could also result in a decrease in power generation. Such of any wind farm, a wind survey is conducted at the proposed events could have a material adverse effect on the Group’s business, site using mast-mounted wind measurement instruments. For the fi nancial position or results of operations, or on its ability to achieve majority of investment projects, an independent research fi rm also its objectives.

4.1.2 RISKS ASSOCIATED WITH NATIONAL AND INTERNATIONAL POLICIES IN SUPPORT OF RENEWABLE ENERGY SOURCES

Development of renewable energy sources is signifi cantly federal government regularly reaffi rm their desire to continue and dependent on national and international policies in support of strengthen such support, the Group cannot guarantee that support development in these areas. In particular, the European Union, will be maintained, nor that the electricity produced by its future the primary member states of the European Union, and the United power plants will be covered by statutory purchase obligations States–the Group’s principal markets–have pursued policies of imposed on established power producers and/or distributors, nor active support for renewable energies for several years. These that it will benefi t from supportive feed-in tariffs, tax incentives policies include renewable energy purchase obligations or or other support measures for the generation of electricity from mandatory quotas imposed on established power producers and/ renewable energy sources. The Group also cannot guarantee that or distributors (such as EDF in France or large utilities in the United such support will not be reduced in the future. States), supportive feed-in tariffs, tax incentives (such as the If international institutions (in particular, the European Union) and Production Tax Credit in the United States, which provides a system national governments were to abandon or decrease their support of income tax credits in proportion to the quantity of wind energy for development of renewable energy sources–for example, owing produced and sold in compliance with eligibility requirements, or to the cost of the support measures, or in order not to harm the the Investment Tax Credit, which provides a system of tax credits for market for other energy sources–these actions could have a material investments in solar energy) and green certifi cates programmes or adverse effect on the Group’s business, fi nancial position or results Renewable Obligation Certifi cates that are tradable on an organised of operations, or on its ability to achieve its objectives. or informal market. Although support for renewable energy sources has been constant in previous years, and although both the European Union and the US

10 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Risk factors 4 Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments

4.1.3 RISKS ASSOCIATED WITH PUBLIC ACCEPTANCE OF WIND AND SOLAR PHOTOVOLTAIC ENERGY PROJECTS

Wind energy is currently the Group’s primary source of income. can result in the invalidation of the permit or, in certain cases, the Certain persons, associations and groups of people oppose wind dismantling of an existing wind farm. Although such proceedings energy projects, citing degradation of the landscape, noise pollution, are rarely successful, close to one-half of all building permits issued injuries to birds or, more generally, harm to the environment. to the Group in France are challenged in administrative proceedings. Although development of a wind energy project generally requires The Group is not currently experiencing any major diffi culties with an environmental impact study and a public hearing prior to gaining public acceptance for solar photovoltaic projects. Even so, it issuance of a building permit, the Group cannot guarantee that cannot guarantee that this situation will last in the future, although a wind farm under development or currently in operation will be it will focus its installations on land of limited agricultural value, is authorised or accepted by the affected population. In areas where careful to limit the visual impact of its facilities on the landscape various regulations restrict the location of wind farms, particularly and generally arranges public meetings to inform neighbours about in proximity to dwellings, opposition from the local population planned installations. could lead to the adoption of more restrictive regulations. Reduced acceptance of wind farms and solar photovoltaic If part of the population protests against the construction of a installations by local populations, an increase in the number of wind farm, it could be more diffi cult to obtain the required building legal challenges, or an unfavourable trend in the outcome of such permit (notably in France and Greece). In France, for example, some challenges could have a material adverse effect on the Group’s groups actively oppose wind farms, in particular, by mounting legal business, fi nancial position or results of operations, or on its ability challenges to decisions to issue building permits. Such challenges to achieve its objectives.

4.1.4 RISKS ASSOCIATED WITH REGULATIONS AND CHANGES IN REGULATIONS

The Group conducts its business in a highly regulated environment. The regulations applicable to the generation of electricity from The Group and each of its generating facilities (wind farms, renewable energy sources vary from country to country and are hydroelectric plants, photovoltaic facilities, thermal power or subject to future changes that may be favourable or unfavourable to cogeneration plants, biomass plants) must comply with various the Group. More restrictive regulations or their enforcement could laws and regulations that differ in each country in which the Group lead to changes in operating conditions for the Group that may operates. In particular, the Group and its power plants are subject increase its capital expenditures (for example, to retrofi t existing to strict international, national and local rules relating to the generation plants) or its operating expenses (for example, through construction of power generation plants (including land acquisition, the implementation of additional inspection and monitoring grant of building permits, other authorisations) and their operation, procedures) or otherwise hinder its development. particularly concerning the protection of the environment (including More generally, the Group cannot guarantee that rapid and/or landscape conservation, noise regulation). If the Group or its power signifi cant modifi cations to the regulations in force will not occur plants were to fail to comply with such rules, they could face in the future, either at the initiative of regulations authorities revocation of their operating permits or authorisation to connect to or following an action fi led by a third party to overturn current the local transmission and distribution networks, or be required to regulations. Such modifi cations could have a material adverse effect pay fi nes. on the Group’s business, fi nancial position or results of operations, or on its ability to achieve its objectives.

2009 Registration Document • EDF Energies Nouvelles 11 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 4 Risk factors Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments

4.1.5 RISKS ASSOCIATED WITH TAXATION AND CHANGES IN TAXATION

The generation of electricity from renewable energy sources is made as part of a project using renewable energy sources. These eligible for various tax relief measures or tax incentives in the tax relief or tax incentive measures play an important role in the countries in which the Group operates. In the United States, for profi tability of projects developed by the Group. example, the Group benefi ts from the federal Production Tax Credit, No assurance can be given that these measures will be maintained which provides a system of income tax credits in proportion to the or that they will not be modifi ed. Discontinuation or modifi cation of quantity of wind energy produced, and the Investment Tax Credit, these measures could have a material adverse effect on the Group’s which offers a system of tax credits linked to investments in solar business, fi nancial position or results of operations, or on its ability and wind energy. The majority of countries offer accelerated tax to achieve its objectives. depreciation on a substantial portion of the capital expenditure

4.1.6 RISKS ASSOCIATED WITH SECURING OPERATING AND BUILDING PERMITS

In order to construct a power generation plant, the Group must wind farms were cancelled in the courts, but in 2008, two building obtain operating and building permits from various national and permits for wind farms were withdrawn. local authorities. The large number of administrative entities Moreover, although the Group carefully monitors operating involved can make the process of obtaining these permits long conditions at its existing power plants, renewal or continued validity and complex. The Group cannot guarantee that operating and of the permits to operate them could be placed at risk, in particular, building permits will be obtained for power plants currently under if the Group were not to comply with these permits. development. Failure to obtain building or operating permits for facilities currently Procedures for the grant of operating and building permits vary from under development or failure to secure renewal or continuation of one country to another. In France, where historically the greatest operating permits for the Group’s existing facilities could have a number of permits have been required for the operation of a power material adverse effect on the Group’s business, ﬁ nancial position plant, around one-half of the Group’s megawatts of capacity has or results of operations, or on its ability to achieve its objectives. been challenged in the courts. During 2009, no building permits for

4.1.7 RISKS ASSOCIATED WITH AVAILABILITY OF SUITABLE SITES

The location of the Group’s power generating facilities must take Specifi cally for wind turbines, growth in the number of installed into account various constraints, notably including topographic wind farms has a tendency to restrict the number of sites available constraints, various easements (notably access easements), for such facilities, and growth in the number of operators in the connection capacities of the local electrical network and various wind energy market increases competition for these available sites. environmental constraints associated with proximity to housing If these constraints on the establishment of wind farms were to or sites that are sensitive or protected pursuant to local laws or intensify and/or if the Group were under any circumstances unable regulations. Furthermore, wind farms and photovoltaic power to fi nd suffi cient available sites to develop its power generating plants may be located solely in regions benefi ting from favourable facilities, there could be a material adverse effect on the Group’s climate conditions. Accordingly, the number of sites available for business, fi nancial position, results of operations, or on its ability these facilities is necessarily limited. to achieve its objectives.

12 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Risk factors 4 Risks associated with the renewable energies industry, notably the wind energy and solar photovoltaic segments

4.1.8 RISKS ASSOCIATED WITH TECHNOLOGICAL CHANGES

The renewable energies market, in particular wind and solar energy, the expected yield and life and that the panel manufacturers with is a market in which technology is rapidly evolving. Techniques of which the Group is associated will perform well and be competitive generating electricity from renewable energy sources are constantly with those made by other market manufacturers. improving. Moreover, these techniques are becoming more complex, In order to maintain and expand its business, the Group must such as the implementation of wind farms in areas of diffi cult terrain therefore be capable of keeping pace with and adapting to changes or the servicing of offshore wind farms. In the solar photovoltaic in technology. From this perspective, research and development is sector, the development of new generation segments, the quest to a key factor for success. The failure of the Group to react to current fi nd alternatives to silicon-based technologies (notably thin fi lm and future technological changes in the sector or to obtain the technologies) and the target of cutting generating costs represent necessary fi nancing for research and development, could have a key challenges facing industry players. To this extent, the Group material adverse effect on its business, fi nancial position, results of cannot guarantee that panels using these technologies will have operations, or on its ability to achieve its objectives.

4.1.9 RISKS ASSOCIATED WITH CHANGES IN THE SALE PRICE OF ELECTRICITY

The Group’s revenues from sales of electricity produced by its power (excluding those operating under a regulatory framework providing generation plants signifi cantly depend on the prices at which that for long-term contracts for electricity sales) and could also affect electricity can be sold. Depending on the country, sale prices are completion of certain of the Group’s projects currently under set either in whole or part by regulatory authorities in the form of development. tariffs, or by the market. When prices are set in the form of tariffs, Certain projects depend on market prices for the sale of electricity sales are generally governed by long-term contracts. Tariff-setting and/or green certifi cates. A decline in market prices could affect can result in administrative challenges or lawsuits that can delay the fi nancial position of the Group, as well as certain of its projects implementation of tariff changes or overturn them. In France, under development owing to resulting changes in prevailing the Commission de Régulation de l’Énergie (Energy Regulatory fi nancial parameters. Commission) issued unfavourable opinions on the tariffs set for electricity produced from wind and solar energy in 2006. These Although regulated tariffs and market prices may evolve favourably opinions were merely advisory, however, and did not prevent the for the Group, and although the Group benefi ts in the majority relevant tariff orders from coming into force. In addition, following of countries in which it operates, from a contractual framework requests from several associations, the wind energy tariff-setting under which terms and conditions, in particular, tariffs, are set on order of 2006 was repealed by the Conseil d’Etat in August 2008, a long-term basis, there is no guarantee that regulated tariffs or obliging the authorities to issue a new order in November 2008. market prices will remain at levels enabling the Group to improve or maintain its profi t margins and its rates of return on investment. Local authorities and regulators may decide to modify electricity Tariffs or prices below this level could have a material adverse tariffs for a certain level of service quality in order to, for example, effect on the Group’s business, fi nancial position and results of limit the burden on the purchaser or on the local authority. Such operations, or on its ability to achieve its objectives. decisions could affect certain of the Group’s existing power plants

4.1.10 RISKS ASSOCIATED WITH THE PROFITABILITY OF POWER PLANTS

The business model for the Group’s power plants, in particular, its cannot provide any guarantee as to equipment reliability, customer wind farms and photovoltaic installations, is based on a long-term solvency, changes in operating and maintenance costs, changes fi nancing plan (generally from 15 to 20 years) that is highly sensitive in interest rates and borrowing costs, temporary or defi nitive to the revenue stream generated by the site. This revenue stream shutdowns of power plants, or any event that would result in may fl uctuate according to weather conditions, electricity demand, reduced profi tability of the Group’s power plants. the structure of power purchase agreements, the majority of which Any interference with the revenue stream would have implications are concluded on a long-term basis, local regulatory structures and for the Group’s ability to comply with the payment schedules on the tariff levels (except in the case of special contract provisions), tax fi nancing plans for its generation sites and could have a material incentives, subsidies or grants made by certain authorities. adverse effect on its business, fi nancial position or results of Although the Group monitors each of these factors with great operations, or on its ability to achieve its objectives. care and attempts to cover corresponding risks in its contracts, it

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4.1.11 RISKS ASSOCIATED WITH THE COST OF ELECTRICITY FROM RENEWABLE ENERGY SOURCES RELATIVE TO THE COST OF ELECTRICITY FROM OTHER ENERGY SOURCES

The demand for power plants that generate electricity from electricity from renewable energy sources. Nonetheless, the Group renewable energy sources such as wind depends in part on the cannot guarantee that this improved competitiveness in the price cost of producing power from renewable sources relative to the of electricity generated from renewable energies will be sustained cost of generating it from other sources of energy. The cost of in the future. Moreover, the increase in fossil fuel prices also electricity produced from renewable energy sources, such as wind favours nuclear energy, which produces no carbon dioxide and is and solar photovoltaic energy, is determined primarily by the cost not dependent on weather conditions. Certain countries, which of constructing, ﬁ nancing and maintaining the power plant, as well had decided to end their nuclear programmes for environmental as weather conditions. While it is the case that the development reasons, currently appear to be reconsidering this decision. prospects of renewable energy sources do not depend solely on A decline in the competitiveness of electricity from renewable their economic competitiveness relative to other energy sources, energy sources in terms of cost of generation (notably in the event the terms under which supplies of petroleum, coal, natural gas of an increase in turbine prices or a slowdown or halt in the fall in and other fossil fuels, as well as uranium, can be obtained are key solar panel prices) or technological progress in harnessing other factors in determining the economic interest of using these energy energy sources, discovery of large new deposits of oil, gas or coal, sources rather than renewable sources. or a decline in prices of those fuels could slow down or weaken The principal energy sources in competition with renewable sources demand for such electricity provided from renewable sources. A are petroleum, coal, natural gas and nuclear energy. In recent years, reduction in demand for renewable energy could have a material the record highs seen in fossil fuel prices, in particular, petroleum adverse effect on the business, ﬁ nancial position and results of and natural gas, have enhanced the price competitiveness of operations of the Group, or on its ability to achieve its objectives.

4.2 Risks associated with the Group’s business activities

4.2.1 RISKS ASSOCIATED WITH DEPENDENCE ON SUPPLIERS AND AVAILABILITY OF EQUIPMENT AND RAW MATERIALS

The Group’s business activities include the construction, operation part of the development of its business activities in solar energy, and maintenance of power generation plants. These business the Group calls upon a limited number of suppliers of photovoltaic activities require delivery and assembly of numerous items of panels, with most being provided by US-based vendor First Solar at technical equipment, such as turbines and masts for wind energy the date of this registration document. plants, that only a limited number of suppliers are able to provide. Until 2008, producers of wind turbines and photovoltaic panels Owing to the highly capital-intensive nature of its business, the struggled to meet the growing demand from developers. Although purchases made by the Group from suppliers of fi xed assets are supply largely covers demand at present, certain suppliers may signifi cantly greater than those made from operating suppliers. no longer be able to meet demand from the Group in the future Turbines, which comprise around two-thirds of the Company’s in the event of a strong increase in demand or may prioritise their investments, are principally purchased from one of four suppliers, relationships with certain market players, including the Group’s which also provide long-term maintenance services for these direct competitors, even though the Group is pursuing an active turbines. These supplies depend on the construction cycle of wind policy of securing its supply chain both in Europe and the United farms, which exceeds one calendar year in duration. During 2009, States. purchases from the Group’s ten largest suppliers of non-current and Additionally, with respect to its biomass business and the current assets amounted to over €1.206 billion for the Group. The development of its biofuel activities, the Group cannot guarantee fi ve largest suppliers (turbine suppliers and wind farm construction the uninterrupted availability in suffi cient quantities of its supplies companies) accounted for 83% of this amount, with the top supplier of raw materials (such as agricultural waste, agricultural products (turbine manufacturer) representing close to 26%. In addition, as or other).

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Any increase in prices, delay in performance of contractual of certain product lines) and photovoltaic power plants, or commitments or inability to meet those commitments (notably failure of components and equipment to meet the Group’s needs operating warranties and the operations and maintenance and expectations could delay the timetable for completion and obligations) by the Group’s principal suppliers, unavailability economic profi tability of the Group’s projects and therefore have a of components and equipment required to build power plants, material adverse effect on its business, fi nancial position or results in particular, wind farms (owing, for example, to insuffi cient of operations or on its ability to achieve its objectives. availability from manufacturers or discontinuation by manufacturers

4.2.2 RISKS ASSOCIATED WITH FLUCTUATIONS IN REVENUES

In the majority of countries in which the Group operates, its revenues The Group’s revenues and results of operations can therefore vary fl uctuate from year to year depending on the number and size of wind signifi cantly from one fi nancial year to another. For this reason, a farms or other power plants commissioned or sold as part of the year-to-year or period-to-period comparison of the Group’s revenues Group’s Development and sale of structured assets business. In the may not refl ect the longer-term trend in its business and may not United States, in particular, the Group’s revenues may also fl uctuate prove to be a relevant indicator of future earnings. No guarantee signifi cantly from one year to another owing to the renewal dates for can be given that the Group’s future earnings will be consistent the federal tax incentive related to the development of renewable with investors’ forecasts and expectations. Furthermore, certain of energy sources (Production Tax Credit, Investment Tax Credit). The the Group’s operating expenses, such as the cost of natural gas for Group posted revenues of €433.5 million in the Americas in 2009 cogeneration plants and, more generally, the costs associated with compared with €497.9 million in 2008 and €374 million in 2007. research and development, cannot be adjusted to the level of profi t The current Production Tax Credit arrangements were renewed in produced by its generation facilities. February 2009 until 31 December 2012.

4.2.3 RISKS ASSOCIATED WITH CONNECTION TO POWER TRANSMISSION AND DISTRIBUTION NETWORKS

The installation of a power plant requires a connection to the national guarantee that it will obtain suffi cient network connections for power grid in order to transmit and deliver electricity. In France, future plants within planned timetables and budgetary constraints. the Group’s generating facilities are connected to the distribution Transmission and distribution networks may experience congestion, networks of EDF or to the Réseau de Transport d’Electricité (RTE), outages or technical incidents and operators of these networks the French transmission system operator. The location of a plant may fail to meet their contractual transmission and distribution in a particular area therefore signifi cantly depends on whether obligations or terminate the contracts involved. Such events could the possibility exists to connect to transmission and distribution have a material adverse effect on the Group’s business, fi nancial networks. As the sites available for such plants are sometimes position or results of operations, or on its ability to achieve its located some distance away from these networks, the Group cannot objectives.

4.2.4 RISKS ASSOCIATED WITH PURCHASE OR SALE COMMITMENTS AND CONTRACTS

As part of its normal business activities, in particular the In the course of its acquisition and partnership transactions, development and sale of structured assets, the Group enters into the Group may also enter into purchase or sale agreements with certain commitments with its customers. These commitments its partners. The fulﬁ lment of these commitments could have a include completion bonds relating to wind farms and photovoltaic material adverse effect on the Group’s business, ﬁ nancial position power plants built on a turn-key basis. At 31 December 2009, the or results of operations, or on its ability to achieve its objectives. total amount of commitments given by the Group amounted to €5.2 billion compared with €4.4 billion at 31 December 2008 (see section 9.6 of this registration document).

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4.2.5 RISKS ASSOCIATED WITH THE CONSTRUCTION AND COMMISSIONING OF POWER PLANTS

During the construction and commissioning phase of power plants, Such events may result in substantial delays in plant construction in particular wind and solar farms and biomass plants, given the and commissioning. If accompanied by budget overruns, these complexity of the equipment and components, the Group may events may also result in increased operating costs or, if prolonged, encounter various setbacks such as adverse weather conditions, operating losses. The Group could also be obligated to pay diffi culties in connecting to the electricity grid, construction defects, contractual damages in the event of late delivery of the plants. The delivery failures by suppliers, unexpected delays in obtaining occurrence of such delays or cost overruns in plant construction and permits and authorisations, a longer-than-anticipated period of commissioning could have a material adverse effect on the Group’s fi ne-tuning requiring technical adjustments, problems linked to the business, fi nancial position, results of operations, or ability to operation of equipment by sub-contractors, or legal proceedings achieve its objectives. initiated by third parties. For instance, during 2008, the Group was obliged to postpone delivery of the Goodnoe plant in the United States following defects in the wind turbine masts manufactured by its subcontractor.

4.2.6 RISKS ASSOCIATED WITH OBLIGATIONS TO DISMANTLE INSTALLATIONS AND REMOVE TURBINES UPON CONTRACT EXPIRY

In the majority of countries in which the Group’s power plants, of dismantling is covered by the residual value of the equipment and, in particular, wind, solar, thermal and cogeneration plants, (turbines and other parts). The method used to calculate asset are located, the Group may be under a legal and/or contractual retirement obligations and liabilities is presented in Note 3.19.1 to obligation to dismantle the plant and restore the site at the end of the consolidated fi nancial statements for the fi nancial year ended its operating period. Whenever a power plant is commissioned and 31 December 2009, included in section 20.1 of this registration also each year, the Group conducts for all its installations a review of document. the status of its dismantling obligation and the corresponding costs The Group cannot guarantee that the costs of dismantling will not and, where necessary, sets aside an asset retirement provision. signifi cantly exceed those expected and provided for. Tariffs or At 31 December 2009, the Group had set aside €1.3 million in prices below this level could have a material adverse effect on the provisions for such decommissioning. For its wind farms, the Group’s Group’s business, fi nancial position and results of operations, or on provisions are more limited and amounted to €54.6 thousand its ability to achieve its objectives. at 31 December 2009, since a signifi cant percentage of the costs

4.2.7 RISKS ASSOCIATED WITH PARTNERSHIPS

In several countries, in particular, in the United Kingdom, Greece, enabling it to offer a complete range of solutions. Where these Turkey, Portugal and India, the Group conducts business in partnerships are implemented through the establishment of a cooperation with a local partner. In general, the local partner joint venture, the Group does not necessarily exercise full legal or performs the functions of identifying new projects and carrying out economic control. those projects that proceed to the development stage, including Where a disagreement with its partners were to occur, or if one or relations with local authorities. Through such partnerships, the more of these partnerships were to be terminated, the Group could Group is able to harness the support of experienced personnel be deprived of a signifi cant driver of its development, which could with solid local connections. Likewise, as part of its foray into have a material adverse effect on its business, fi nancial position, the distributed energies sector, the Group has sealed various results of operations, or on its ability to achieve its objectives. partnerships with industrial groups and fi nancial institutions

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4.2.8 RISKS ASSOCIATED WITH THE STRUCTURE OF PROJECTS IMPLEMENTED IN THE UNITED STATES UNDER THE PRODUCTION TAX CREDIT AND INVESTMENT TAX CREDIT REGIMES

In the United States, the Group set up specifi c vehicles to optimise business, fi nancial position and results of operations, or on its the impact on its development of tax credits associated with ability to achieve its objectives. investments in the renewable energies sector (Production Tax Credit In addition, growth in the number of wind and solar energy projects for wind energy and Investment Tax Credit for solar and wind energy). in the United States has increased competition between operators Since its enXco subsidiary does not have a suffi cient tax base to in the battle to attract investors amid the backdrop of a fi nancial use the tax credits it has received pursuant to the aforementioned crisis, with the number of potential investors and capital available regime, it teams up on new projects with one or more co-investors, to them in shorter supply. Accordingly, the Group may struggle who take a variable interest in the project, contribute to its fi nancing to fi nd investors for its projects or have to grant them greater and earn a return notably by using its tax credits. fi nancial concessions, which may act as a brake on development of These previously proportionally consolidated investments are the Group’s projects in the United States and thus have a material now fully consolidated (see Note 3.4 to the fi nancial statements adverse effect on its business, fi nancial position and results of for the fi nancial year ended 31 December 2009 in section 20.1 of operations, or on its ability to achieve its objectives. this registration document). The adoption of different structures or a change in their accounting methods, though neutral in terms of cash fl ow, may have a material adverse effect on the Group’s

4.2.9 RISKS ASSOCIATED WITH COMPETITION FROM OTHER PRODUCERS OF ELECTRICITY FROM RENEWABLE ENERGY SOURCES

The Group faces signifi cant competition that may intensify in the large utilities in the United States, have greater fi nancial strength future. In the renewable energies sector, competition focuses than the Group, which enables them to acquire new projects or even primarily on access to available sites, the performance of sites in renewable energy power generators at higher prices and purchase production, the quality of technologies used, the price charged for signifi cant market share in this sector. power produced and the scope and quality of services provided Although the Group endeavours to maintain its competitiveness (including operations & maintenance services). and increase its market share, no assurances can be given that it Although the Group looks carefully at these competitive factors, will be able to succeed in the face of current or future competition. certain of its competitors have more experience in this sector, as Fiercer competition in the renewable energies sector could have a well as more ample fi nancial, technical or human resources. In material adverse effect on the Group’s business, fi nancial position particular, certain competitors seeking to expand in the renewable or results of operations, or on its ability to achieve its objectives. energies sector, including established producers in Europe and

4.2.10 RISKS ASSOCIATED WITH INSURANCE

The Group’s business activities are exposed to the risks inherent exceeding the limits of its insurance policies, the resulting costs in the construction and operation of power plants, such as could have a material adverse effect on its business, fi nancial breakdowns, manufacturing defects and natural disasters. The position, or results of operations. Group is also exposed to environmental risk, in particular, at its The Group’s insurance policies are subject to annual review by thermal, cogeneration and biomass plants. its insurers. If the level of premiums were to increase, the Group The Group has implemented a policy of arranging insurance cover may not be able to maintain insurance cover comparable to that for the principal risks arising from its business activities. However, currently in effect, or it may be able to maintain such coverage only the Group cannot guarantee that its insurance policies are or will at a signifi cantly higher cost. If the Group were unable to pass an be suffi cient to cover any losses resulting from a major outage at increase in insurance premiums on to its customers, the additional its power plants, for the repair and replacement of damaged sites cost could have a material adverse effect on its business, fi nancial or the consequences of a lawsuit brought by a third party. If the position or results of operations. Group were to incur a serious uninsured loss or a loss signifi cantly

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4.2.11 RISKS RELATING TO NON-PAYMENT BY CUSTOMERS AND ENFORCEMENT OF CERTAIN CONTRACTUAL PROVISIONS

The majority of power purchase agreements concluded between the Certain of the Group’s contracts provide for exclusions for the Group and its customers for electricity are long-term agreements, beneﬁ t of the customer in cases of force majeure and/or minimum with a duration of around 15 years or more (except in Italy, where generation obligations with a liquidated damages clause contracts are renewed annually). Although its customers are enforceable on the Group. primarily long-established producers and distributors of electricity, Any failure by the Group’s customers to comply with their such as EDF in France and Endesa in Spain, there can be no contractual payment obligations or invocation of one of the guarantee that they will comply with their contractual obligations previously mentioned or equivalent contract clauses could have a to the Group or will not be subject to court-ordered protection from material adverse effect on the Group’s business, ﬁ nancial position creditors or liquidation. or results of operations or on its ability to achieve its objectives.

4.2.12 RISKS ASSOCIATED WITH DEPENDENCE ON MAJOR CUSTOMERS

In connection with its electricity generation businesses, the Group energy sales, compared with 83% in 2008, while revenues from the sells the electricity that it generates to established producers Group’s top fi ve customers accounted for close to 76% of energy and/or distributors (notably EDF in France, the Group’s largest sales, compared with nearly 67% in 2008, with revenues from EDF, customer). In Europe, the established producers and/or distributors the Group’s largest customer, amounting, as in 2008, to close to of electricity generally have a legal or contractual obligation to 28% of consolidated energy sales. The Group believes that the risk purchase power produced from renewable energy sources. In of losing a customer owing to an event such as insolvency of an the United States, utilities are generally required to comply with established producer or termination of a contract by such a customer, mandatory renewable energy quotas set by local authorities (see is limited. If such an event were to occur, however, it could have a section 6.5.1.2.a, “United States” of this registration document). material adverse effect on the Group’s business, fi nancial position, or results of operations, or on its ability to achieve its objectives At 31 December 2009, the aggregate revenues earned from the (see also note 22.4 to the consolidated fi nancial statements for the Group’s ten largest customers represented 90% of the Group’s fi nancial year ended 31 december 2009).

4.2.13 RISKS ASSOCIATED WITH DAMAGE TO THE NATURAL ENVIRONMENT AND HUMAN POPULATION AT POWER PLANTS OPERATED BY THE GROUP

In the course of its business, the Group operates power plants that An assault or an act of malicious destruction, sabotage or may result in hazards and nuisances for the surrounding human terrorism committed on any of the Group’s power plants could have population, fl ora and fauna, and nature generally, or may be a consequences similar to those of one of the accidents described source of bodily injury, industrial accidents, or have environmental above, such as bodily injury and property damage, pollution or or health impacts. For example, a turbine blade may break off and business interruption. fall at a wind farm, or birds may be injured by the turning blades, If such an event were to occur, the Group could be liable for or a fi re may break out at a thermal power plant. The Group cannot damages to compensate third parties for harm caused by its power guarantee that its power plants will not be a source of pollution, plants. Liability for environmental harm could have a material nuisance, environmental damage or bodily injury. adverse effect on the Group’s business, fi nancial position or results of operations or on its ability to achieve its objectives.

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4.2.14 RISKS ASSOCIATED WITH THE EFFECT OF ACQUISITIONS OR INVESTMENTS

The Group has carried out in recent years and may in the future These risks could have a material adverse effect on the Group’s make acquisitions or fi nancial investments associated with external business, fi nancial position, or results of operations, or on its ability growth transactions in its various business segments or other areas to achieve its objectives. Owing in particular, to the high degree of of activity. Certain of these acquisitions or investments may be paid competition in the sector, the Group cannot guarantee that it will for in shares of the Company, resulting in possible dilution of the be able to complete the acquisitions that it may contemplate in the interests of existing equity holders. future. Such transactions carry certain risks related to the integration Furthermore, the terms and conditions of fi nancing for such of the businesses and personnel acquired, inability to achieve acquisitions or investments could have an adverse effect on the projected synergies, diffi culty of maintaining uniform standards, Group’s fi nancial position, in particular, if the Group were to employ controls, policies and procedures, recognition of unexpected debt fi nancing. liabilities or costs, or regulations applicable to such transactions.

4.3 Risks associated with the company

4.3.1 RISKS ASSOCIATED WITH DEPENDENCE ON SENIOR MANAGERS AND KEY EMPLOYEES

Historically, the Group’s development has been partly reliant on diffi culty in appointing their successors, resulting in a reduction of the role played by Pâris Mouratoglou, the Chairman of the Board of its business or thereby adversely affecting its fi nancial position, Directors and founding shareholder of EDF Energies Nouvelles. In results of operations, or ability to achieve its objectives. recent years, however, the Group has strengthened its management In addition, the Group’s development also depends on its ability team by recruiting several high-level executives that bring proven to retain and motivate its key employees and to attract new high- experience in all areas of Group administration and development. calibre staff. Against the backdrop of a signifi cant increase in salary The future success of the Group will signifi cantly depend on the levels resulting from expansion in the business segments in which full involvement of these key executives. If one or more of these it operates, the Group may not be able to do so in order to maintain executives were to resign, or if the Group were to lose one or more its competitiveness and profi tability. Such inability could have a of its local managers with signifi cant experience in the market in material adverse effect on the Group’s business, fi nancial position which the Group operates, or if any of these individuals were to or results of operations, or on its ability to achieve its objectives. decide to reduce or end their involvement, the Group may encounter

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4.3.2 RISKS ASSOCIATED WITH THE SHAREHOLDING STRUCTURE OF THE GROUP

Through EDEV, a wholly-owned subsidiary of EDF, the EDF group The Group currently maintains important operational links with owns 50% of the Company’s share capital and voting rights. EDF. Aside from the fact that EDF is one of its principal customers Owing to the size of this equity interest, the EDF group is in a (accounting for close to 28% of the Group’s electricity sales in 2009), position to control most of the decisions that have to be adopted the Group enjoys the benefi t of partnerships with EDF group entities, by shareholders at a general meeting, except as otherwise agreed notably in research and development (framework agreement signed in the shareholders’ agreement of 17 July between EDF and Pâris in January 2008) and in wind energy projects (partnership with EDF Mouratoglou who owns, directly and through Société Internationale Energy in the UK, for instance) and in the distributed renewable d’Investissements Financiers, 25.1% of the share capital and energies sector (partnership in EDF Energies Nouvelles Réparties, voting rights in the Company (See section 18.4 of this registration see sections 6.5.6 and 19.2 of this registration document). document). Furthermore, it holds the right to use the EDF Energies Nouvelles brand as its corporate name, which represents a major asset for In addition to the requirement for a supermajority of the Board its business activities. The brand licensing agreement entered into of Directors for certain major decisions affecting the Company, with EDF will be automatically terminated if the EDF group’s interest the shareholders’ agreement establishes a general framework falls below 35% of the Company’s share capital or voting rights. for relations between the EDF group and Pâris Mouratoglou and Lastly, the Group had two credit lines representing a total amount between the Company and EDF, its primary industrial shareholder. of € 640 million at its disposal at 31 December 2009 granted by In particular, the agreement defi nes the respective fi elds of EDF and benefi ts from preferential fi nancing terms associated with activity of the Company and EDF in the renewable energies sector, its membership of the EDF group. Certain of the Group’s fi nancing primarily in the form of a right of fi rst refusal granted by EDF to the agreements contain loan acceleration clauses that would apply Company and a right of priority granted by the Company to EDF. if EDF were to reduce its equity holding in the Company or if the Although the agreement includes provisions directed at limiting the Company were to change its corporate name. If the EDF group were possibility of disagreements between the shareholders party to it, to terminate these partnerships and/or withdraw its equity interest such diffi culties cannot be excluded. The interests of EDF and its in the Company, or if the Company no longer benefi ted from certain subsidiaries may confl ict with those of the Group, as for example on rights granted pursuant to the shareholders’ agreement, such as decisions relating to new projects or the Group’s strategic direction. the right of fi rst refusal, these events could have a material adverse Such a confl ict could have a material adverse effect on the Group’s effect on the Group’s business, fi nancial position or results of business, fi nancial position, and results of operations, or on its operations, or on its ability to achieve its objectives. ability to achieve its objectives.

4.3.3 RISK ASSOCIATED WITH THE GROUP’S IMAGE

The Group’s continued success depends on its ability to maintain a or alleged shortcomings by the Group in discharging its obligations. reputation of reliability, integrity and independence. Although the The occurrence of such events, which may seriously harm the Group pays great attention to the quality of its services, it cannot Group’s reputation and thus affect the Group’s ability to retain the guarantee that it will successfully protect itself from the damage confi dence of its customers and to attract new customers, may have to its reputation that a potential accident, confl ict of interest or a material adverse effect on its business, fi nancial position, the dispute may cause and which would receive signifi cant media results of its operations and the outlook of the Group. coverage, especially if this event were to bring to light serious actual

4.3.4 RISKS ASSOCIATED WITH ETHICS

Although the Group pays particular attention to conforming to seek to claim that the Group’s employees, managers or companies strict ethical standards in connection with its operations, the risk are liable. The occurrence of these events may affect the Group’s of isolated acts by the Group’s employees at odds with these values reputation and thus have a material adverse effect on its business, and principles cannot be excluded. In this eventuality, plaintiffs may ﬁ nancial position, the results of its operations and outlook.

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4.4 Market risks

4.4.1 INTEREST-RATE RISK

Project fi nancing Corporate fi nancing The Group’s project fi nancing model, in particular for its wind and Thanks to its programme of corporate borrowings, the Group has solar farms, is heavily reliant on debt fi nancing (principally project fl oating-rate credit lines available to it. To curb the associated risk, fi nancing). Accordingly, a signifi cant increase in interest rates may the Group has entered into interest-rate swaps and plain vanilla have an adverse impact on the profi tability of the Group’s future options. projects. To curb this risk, the Group has implemented an interest rate Global hedging hedging policy generally employing interest-rate swaps. From an economic standpoint, the use of these swaps helps to convert Owing to its management of project fi nancing and its corporate fl oating-rate into fi xed-rate borrowings and to protect against lines, 60% of the Group’s total borrowings and fi nancial liabilities fl uctuations in interest payments. (excluding bank overdrafts) carried a fi xed rate of interest either directly or indirectly via various instruments at 31 December 2009. In general, the arranging banks request a hedge covering 70- 100% of the amount fi nanced for 80-100% of its term. As a result, generating facilities in service benefi t from long-term fi xed rates.

The table below presents an overview of the borrowings and swaps entered into by the Group at 31 December 2009:

Borrowings Total Amount from credit Other borrowings Fixed- Floating- Maturity Maturity of Maturity covered (in thousands of euros) institutions borrowings and debt rate rate < 1 year 1 to 5 years > 5 years by a hedge

Germany 684 - 684 684 - 152 532 - - Belgium 194 7,263 7,457 7,457 - 968 3,228 3,261 - Bulgaria 1,851 1,622 3,473 1,608 1,865 1,436 2,037 - - Canada 32,823 - 32,823 - 32,823 34,257 (1,434) - - Spain 3,691 3,467 7,158 3,520 3,638 756 2,637 3,765 14,010 France (1) 1,152,024 760,995 1,913,019 137,946 1,775,073 900,032 792,699 220,288 841,019 Greece 181,251 36,760 218,011 (301) 218,312 90,899 56,111 71,001 84,382 Italy 193,433 51,048 244,481 3,270 241,211 123,990 48,730 71,761 157,752 Portugal 326,010 4,488 330,498 40,308 290,190 21,135 88,879 220,484 188,315 United Kingdom 51,998 46,239 98,237 430 97,807 52,724 24,087 21,426 47,621 Turkey 48,080 5,105 53,185 49,028 4,157 32,657 15,990 4,538 - United States 375,473 95,601 471,074 105,495 365,579 16,657 69,948 384,469 358,474 TOTAL 2,367,512 1,012,588 3,380,100 349,445 3,030,655 1,275,663 1,103,444 1,000,993 1,691,573 Bank overdrafts 34,924 34,924 34,924 TOTAL 3,415,024 349,445 3,065,579 1,310,587 1,103,444 1,000,993 1,691,573

(1) Including €46.9 million for EDF Energies Nouvelles Réparties and its subsidiaries at 31 December 2008 and € 94.4 million at 31 December 2009.

Although the Group maintains an active policy of hedging interest- material adverse effect on its business, ﬁ nancial position, results of rate risk, a substantial increase in interest rates could have a operations, or ability to achieve its objectives.

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The following table shows the Group’s net debt exposed to ﬂ oating interest rates at 31 December 2009:

31 December 2009 (in thousands of euros) In less than one year 1 to 5 years Over 5 years Total

Financial liabilities (1) 1,275,663 1,103,444 1,000,993 3,380,100 Financial assets 465 27,900 21,461 49,826 Net position before hedging 1,275,198 1,075,544 979,532 3,330,274 Fixed-rate borrowings 44,100 113,179 192,166 349,445 Interest rate hedging derivatives 179,145 876,661 635,768 1,691,574 Net position after hedging 1,051,953 85,704 151,598 1,289,255

(1) Excluding bank overdrafts.

Based on the consolidated fi nancial statements at 31 December impact on income of a +/-50 basis point fl uctuation in interest rates 2009, the effective interest rate (interest expense on fi nancing would be around €0.5 million. The Group’s sensitivity to interest- operations on the 2009-2008 average of borrowings, debt and rate risk is broken down in Note 22.1 to the consolidated fi nancial overdrafts) paid on debt stood at 3.42%. statements for the fi nancial year ended 31 December 2009, included in Chapter 20.1 of this registration document. Sensitivity tests were performed based on the Group’s fi nancial position at 31 December 2009. They show that the estimated

4.4.2 FOREIGN EXCHANGE RISK

This risk is linked to the Group’s business activities outside the euro Until late 2008, the foreign exchange risk arising from EDF Energies zone. During 2009, the principal currencies to which the Group was Nouvelles SA’s current accounts with its subsidiaries denominated exposed are the US dollar, sterling, the Canadian dollar and the in foreign currencies was managed by matching the relevant assets Mexican peso. with liabilities denominated in the same foreign currency. In 2009, the Group decided to put in place currency derivatives to cover It was identiﬁ ed at several levels: this risk.

Foreign exchange risk associated with the balance sheet Foreign exchange risk arising from equipment purchases As it has subsidiaries in the United States and the United Kingdom, This risk arises from equipment purchases in a currency other than the Group is exposed to foreign exchange risk on its balance sheet the domestic currency used for accounting purposes. To date, chiefl y (impact on translation differences in shareholders’ equity). In the turbine purchases by the Group’s US, Mexican and UK subsidiaries consolidated fi nancial statements, the net equity of a subsidiary from European manufacturers and acquisitions of photovoltaic in a foreign currency is calculated at the closing exchange rate. panels in smaller amounts are handled in this way. Accordingly, currency translation differences may arise upon comparison of the valuations of a company’s net equity at two The Group’s policy is to hedge this risk as soon as it is identifi ed balance sheet dates, but these had only a modest impact on based on the relevant project’s budgeted exchange rate primarily shareholders’ equity at 31 December 2009 (negative change of by means of forward purchases and sales and plain vanilla options. €23 million in translation differences at 31 December 2009) and In the event of changes in payment terms (due dates) or in the should be seen in the context of the €1,572 million in shareholders’ amounts committed in foreign currencies, the currency instruments equity at the same date. used are adjusted accordingly. All project fi nancing is arranged in the domestic currency of the relevant country. As a result, since the asset and corresponding fi nancing are denominated in the same currency, any distortion in their valuations at the balance sheet date is avoided.

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The table below presents the net ﬁ nancial position of the Group at 31 December 2009:

(in thousands of euros) EUR GBP USD Other Total

Assets 4,157,078 253,954 1,413,769 300,316 6,125,117 Liabilities 3,468,062 60,487 870,251 153,848 4,552,648 Net position before hedging 689,016 193,468 543,517 146,468 1,572,469 Impact of hedging (22,334) (1,548) 27,841 (3,959) - Net position after hedging 666,682 191,920 571,358 142,509 1,572,469

The sensitivity tests performed on the interest-rate and foreign would have the following impact on its income and shareholders’ exchange risk hedging instruments at 31 December 2009 and at equity: 31 December 2008 show that a shift of +/-10% in exchange rates

(in thousands of euros) Income statement Shareholders’ equity

+10% -10% +10% -10% 31 December 2009 (95,169) 52,540 1,851 (13,452) 31 December 2008 1,210 215 27,141 (30,707)

The Group’s sensitivity to foreign exchange risk is presented in Although the Group adheres to a policy of actively hedging foreign Note 22.2 to the consolidated fi nancial statements for the fi nancial exchange risk, an unfavourable fl uctuation in the exchange rates year ended 31 December 2009, included in section 20.1 of this of the aforementioned currencies against the euro could have a registration document. material adverse effect on the Group’s business, fi nancial position or results of operations, or on its ability to achieve its objectives.

4.4.3 LIQUIDITY RISKS

Liquidity risk associated with project fi nancing the exceptionally strong year it enjoyed in 2008. The Group has noted that buyers–primarily electricity companies and investment The Group’s growth model consists in developing plants generating funds–continue to experience problems in arranging the requisite electricity, which are fi nanced using no-recourse project fi nancing bank fi nancing to complete deals and that buyers are increasingly and, where appropriate, by bridge loans covering the construction requiring longer payment periods to enable them to arrange period (large projects). fi nancing. In addition, particularly in the United States, the Group The Group believes that even though fi nancing terms improved has noted that power companies are tending to seek reductions throughout 2009 without returning to the conditions seen prior to in their downpayments, which is liable to have an impact on the the fi nancial crisis, the trend towards longer arrangement times for Group’s working capital requirement. project fi nancing fi rst seen in 2008 gained further pace in 2009. At Almost all project fi nancing carries clauses requiring immediate the date of this registration document, the Group did not see any repayment notably in the event of a failure to meet a minimum tangible signs of a reduction in the time required to arrange project level of debt service coverage by the project company based on its fi nancing. revenues, which is measured by the so-called DSCR (debt service Furthermore, owing to the impact of the fi nancial crisis on the coverage ratio). The loan acceleration clause is usually triggered environment, the Development and sale of structured assets when the ratio stands at below 1. business experienced a slowdown in 2009 by comparison with

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Liquidity risk arising from normal €640 million credit line entered into with the EDF group, which may business activities be increased, if necessary. The counterparties for all the bank credit lines are prime French Credit lines and international institutions. The Group has centralised the arrangement and use of these fi nance facilities and thus The Group has to fi nance the downpayments made when it management of the corresponding risks. reserves turbines, its inventories of solar panels, the working capital requirement generated by the sale of solar and wind energy The corporate fi nancing arranged with non-Group counterparties assets and a number of wind and solar farms under construction contains loan acceleration clauses stating various ratios, including for which no-recourse project fi nancing has not yet been arranged. an EBITDA/net fi nancial expense ratio that must generally be To this end, it held corporate credit lines and bank overdrafts maintained above 2x and a maximum debt threshold. totalling €1,566 million at 31 December 2009. This fi gure includes a

The following table shows the structure of the credit lines held by the Group at 31 December 2009:

(in thousands of euros) Amount Drawn down Not used

Medium-term line

➤ repayable in 2010 130 130 -

➤ repayable in 2011 225 225 -

➤ repayable in 2012 670 670 -

➤ repayable in 2013 220 220 -

➤ repayable in 2014 100 100 - TOTAL 1,345 1,345 0 Renewable 364-day lines (1)

➤ repayable in 2010 108 108 - Bank overdrafts 113 35 78 TOTAL 1,566 1,488 78

(1) Credit line matching cash balances.

Cash surpluses Maturity schedule of fi nancial liabilities Where the legislation and project fi nancing agreements so based on contractually agreed cash fl ows permit, the Group centralises the management of cash surpluses. This maturity schedule has been prepared based on contractually It secures its fi nancial investments by systematically opting for agreed cash fl ows, which have not been discounted and may differ money-market and/or bond investments. These investments, with from the amounts shown on the balance sheet at 31 December average maturities of less than 3 months, are made with prime 2009. It takes into account the fi nancing of projected expenditure counterparties. At 31 December 2009, the Group held €431 million for wind farms under construction if the pre-agreed project in cash. fi nancing includes the construction period. The amounts borrowed thus increase through to the commissioning date of the wind farms, which for certain projects is scheduled after 31 December 2009.

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The following table shows the proportion of short-term repayments less contractually agreed draw-downs in the cash ﬂ ows due in less than one year column.

Carrying amount, net Contractually agreed cash fl ows In less Non- than One to fi ve More than (in thousands of euros) Current current Total one year years fi ve years Total

Borrowings from credit institutions 1,174,225 1,193,287 2,367,512 1,029,857 598,614 1,248,214 2,876,685 Other borrowings 101,438 911,150 1,012,588 102,448 765,777 151,824 1,020,049 Bank overdrafts 34,924 - 34,924 34,924 - - 34,924 Net interest rate hedging derivatives (liabilities-assets) - 49,712 49,712 30,338 14,340 (34,912) 9,766 Foreign exchange hedging derivatives 5,559 - 5,559 5,559 - - 5,559 Trading book derivatives 987 - 987 987 - - 987 Trade payables 230,242 - 230,242 230,242 - - 230,242 Other payables (1) 199,571 - 199,571 199,571 - - 199,571

(1) Payments on account received, amounts due on non-current assets and other current liabilities are included in other payables in the liquidity risk table (see Note 17.4 to the consolidated financial statements for the financial year ended 31 December 2009).

4.5 Legal risks

In the ordinary course of their business, Group companies are or Likewise, owing to its business of developing new power plants, the may become involved in a number of judicial, administrative or Group may be party to legal proceedings against the manufacturers arbitration proceedings. of technical components of these power plants. For example, in France, although such proceedings are rarely A detailed description of the proceedings to which the Group is successful, approximately one-half of all building permits issued party likely to have a signiﬁ cant impact on its business, ﬁ nancial to the Group for wind farms are challenged in appeals subsequent position, results of operations, or ability to achieve its objectives, is to their award. Such challenges can result in the invalidation of provided in section 20.5 of this registration document. the permit or, in certain cases, the dismantling of the wind farm (although such a penalty has never been applied to the Group).

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4.6 Insurance and risk coverage

The Group maintains a policy of arranging insurance against the and subject to the exclusions, coverage limits and deductibles principal risks associated with its business (see sections 4.1 to 4.5 customarily set by insurance companies in the market. of this registration document), to the extent that they are insurable,

4.6.1 RISK MANAGEMENT POLICY

The Group maintains a policy of dynamic risk management. In In connection with the operation of its wind farms, the Group addition to arranging appropriate insurance cover (see section 4.6.2, monitors the level at which they are functioning at all times in of this registration document), the Group endeavours to restrict the order to limit the frequency and duration of incidents such as risks arising from its business activities in all the markets in which technical breakdowns. Wherever possible, it employs the SCADA it operates. (Supervisory Control and Data Acquisition) system for this purpose, which provides remote supervision of a plant’s functional In particular, the Group seeks to curb its risk exposure by diversifying performance. Moreover, to plan ahead for the scheduled end of its it across its operations. The Group’s presence in ten countries in operations & maintenance agreements with turbine manufacturers Europe, three in the Americas (United States, Canada and Mexico) at its European wind farms and reduce its reliance on its suppliers, and one in Asia (India) serves to disperse the risks associated with the Group is currently bolstering its operations & maintenance skill regulatory changes, weather conditions (notably wind at its wind set in Europe along the lines of the model developed by enXco in farms) and development prospects. the United States. In connection with its investments, the Group rigorously selects The Group is also extremely attentive to the environment in which its projects, in view of their prospects while also seeking to limit its plants are located in order to curb their potential impact. In development costs. Signifi cant new projects systematically addition to complying with legal obligations for impact studies, undergo prior review by the Company’s Strategy Committee based public hearings, and other measures, the Group implements an on stringent criteria (see section 16.3 of this registration document). environmental management policy based on a code of best practice The Group intends to curb its exposure to suppliers of components and continuing oversight. The Group’s attention to these matters and other technical equipment by diversifying its supplier base gained it ISO 14001 certifi cation during 2005 for its development, and by entering into long-term contracts. For turbines and construction and generation of wind energy plants in France. This photovoltaic modules in particular, the Group has attempted to certifi cation has been renewed each year since 2005. secure its supply in the future through agreements with the world’s A detailed description of the risk control procedures implemented major manufacturers of such equipment (See Chapter 22 of this by the Group is presented in section 2.3 of the Chairman’s report on registration document). internal control included in Appendix 1 of this registration document.

4.6.2 INSURANCE

The Group’s legal affairs department is responsible for managing its preliminary wind farm siting studies) and more specifi c policies insurance policy, which applies in each of the countries where the (multi-peril offi ce or multi-peril IT insurance for companies such as Group operates. EDF Energies Nouvelles SA or EDF Energies Nouvelles France). Owing to the varied regulatory characteristics of each country For projects, the Group obtains insurance policies specifi c to each and the differences in rules applicable to the Group’s activity as a project to cover particular identifi ed risks. The identifi cation of risks developer, the Group arranges specifi c insurance policies for each takes into account the nature of the project (wind farm, photovoltaic of its projects. Currently, the only Group-wide insurance policy power plant, biomass plant, etc.), the characteristics of its site (e.g., relates to the civil liability of offi cers and directors, which covers in an area with diffi cult weather conditions) and the particular the offi cers and directors of the Company and all of its subsidiaries, regulatory environment in the country in which it will be located. including enXco, its principal subsidiary in the United States. For example, the Group has special policies with earthquake cover for its projects in southern Italy and Greece. For each of its subsidiaries, the Group obtains liability insurance (if applicable, for its engineering design business), property and There are two distinct phases of insurance for a project: the casualty insurance (covering, for example, the masts used in construction phase and the operating phase.

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Insurance cover during the construction phase Insurance cover during the operating phase During the period in which a power plant is under construction, From the time that the plant is brought into service, the company the company that owns the project either obtains a multi-peril that owns the project must obtain a general liability policy. The construction insurance policy or is covered by a policy obtained by Company also arranges a policy that usually covers equipment the builder. This policy covers property damage during the period breakdown, fi re and related risks, natural catastrophes and until the completed construction project is handed over. Where, for business interruptions. projects carried out in the form of project fi nance arrangements, The Group generally benefi ts from contractual warranties given banks also fi nance the construction part of the project, a special by the manufacturers of the components and technical equipment clause covering loss of earnings is included in the policy. This clause required for its power plants, covering losses owing to defective is required by the fi nancial institutions participating in the project; performance of these items. In particular, the Group customarily its coverage includes the loss of earnings that may ensue from receives such warranties from the makers of the turbines used in its delays in the plant’s construction. wind farms. In practice, these are warranties of availability that cover the consequences of losses of earnings owing to unavailability as well as failure of parts. These warranties are typically applicable for two to fi ve years, but may sometimes be extended to 10 or 12 years.

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5.1 History and development of the Company

5.1.1 CORPORATE NAME

The Company’s corporate name is EDF Energies Nouvelles.

5.1.2 TRADE AND COMPANIES REGISTER

The Company appears in the Nanterre Trade and Companies Register under no. 379,677,636. The Company’s APE business code is 741 J.

5.1.3 DATE OF INCORPORATION AND CORPORATE LIFE

The Company was established as a société anonyme (French joint- due to expire on 17 October 2089. With effect from 7 June 2004, the stock corporation) on 13 September 1990 with the corporate name Company changed its corporate name to EDF Energies Nouvelles. of SIIF. It was registered on 17 October 1991 with a corporate life

5.1.4 REGISTERED OFFICE, CORPORATE FORM AND APPLICABLE LEGISLATION

The Company’s registered ofﬁ ce is located at Coeur Défense, The Company is a French-registered société anonyme (joint-stock Immeuble 1, La Défense 4, 90, Esplanade du Général de Gaulle, corporation) with a Board of Directors and subject to the provisions 92933 Paris la Défense Cedex. The telephone number of the of the French Commercial Code. registered ofﬁ ce is (33) 1 40 90 23 00.

5.1.5 HISTORY OF THE COMPANY

SIIF (Société Internationale d’Investissements Financiers) was From 2000 onwards, the Group gradually expanded in the wind founded in 1990 by Pâris Mouratoglou. At its inception, the energy industry across Europe by establishing new subsidiaries or Company’s corporate purpose was the construction and operation by forming partnerships. In 2000, the Group moved into Portugal of thermal and hydro power plants in France. It also developed by setting up a 90%-owned subsidiary (interest subsequently solar energy business activities in the French overseas departments increased to 100% in 2006) SIIF Energies Portugal Lda., which later (Guadeloupe, Martinique, Reunion Island). changed its name to EDF Energies Nouvelles Portugal. The Group also continued to pursue expansion in Europe by moving into Italy In 1998, SIIF changed its name to SIIF Energies and shifted its in 2001. strategic focus to the renewable energies sector. SIIF Energies began to specialise in wind energy and built its ﬁ rst low-power windmills In 2002, SIIF Energies reached a major milestone in its development at Petit Canal in Guadeloupe in 1999 (40 wind turbines each with by expanding into the United States through the acquisition a capacity of 60 kW). Leveraging this experience, SIIF Energies of enXco, one of the leading wind energy companies in the installed its ﬁ rst high-power wind turbines at Ersa and Rogliano in United States based in California. This acquisition also enabled Corsica (20 windmills with a capacity of 600 kW each) during 2000. the Group to integrate enXco’s operations in Germany, the United Kingdom and India. Concurrently, SIIF Energies carried out a capital In October 2000, EDF acquired a 35% interest in the share capital increase, which enabled the EDF group to increase its shareholding of SIIF Energies through its EDEV subsidiary. SIIF Energies then by 15%. The Company was then jointly owned by the EDF group became the EDF group’s specialised renewable energies subsidiary. and the Mouratoglou family. The increase in the EDF group’s

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shareholding led to the formation of a close partnership (research In 2006, in connection with capital increases totalling around and development, right to use EDF’s name as part of its corporate €530 million, EDF Energies Nouvelles was fl oated on the Euronext name). Paris market. At the same time, the shareholding held by the Mouratoglou family was reduced to 25.1% of the share capital, with In 2003, the Group acquired a shareholding in the C-Power the EDF group retaining a 50% interest. consortium in Belgium, investing in one of Europe’s largest offshore wind energy projects. The following year, the Group expanded into During 2008, EDF Energies Nouvelles carried out a capital Greece, developing projects with local partners. increase of around €500 million to fi nance its expansion in the solar photovoltaic segment, now its second avenue of expansion. In 2004, SIIF Energies changed its name to EDF Energies Nouvelles. Furthermore, the Group established a position in Turkey by After disposing of its activities in Sweden, EDF Energies Nouvelles purchasing a 50% interest in Polat Enerji, one of the country’s pursued its strategy during 2005 of refocusing its operations on leading wind energy developers. Western Europe and the North America. To this end, the Group made an acquisition in Greece, acquiring the wind energy assets In July 2009, as part of its expansion in solar energy, the Group of the Ktistor group and sold its operations in Brazil to a UK-based teamed up with First Solar to build the largest plant in France investment fund. In 2005, the Group’s emphasis on protecting manufacturing solar panels. the environment also enabled it to become one of the fi rst wind operators in France to obtain ISO 14001 certifi cation.

5.2 Investments

5.2.1 PRINCIPAL INVESTMENTS BY THE GROUP OVER THE PAST THREE YEARS

The increase in the gross value of property, plant and equipment and intangible assets (excluding goodwill) came to €1,232.4 million in 2009, compared with €1,026.7 million in 2008 and €511.3 million in 2007. The following table shows a breakdown of the past three years (in millions of euros) for Europe and the Americas:

Geographic area 2007 2008 (reported) 2008 (restated) (1) 2009

Europe 344.8 586.7 586.7 824.1 Americas 166.5 439.9 440.0 408.4 TOTAL 511.3 1,026.6 1,026.7 1,232.4

(1) Restated for the change in method of consolidation used for the wind farms in the US during 2009.

The principal projects during 2009 were as follows: – in Italy: the Bonorva and Monte Grighine wind farms and several solar power plants, ➤ in the Americas: – in Spain: the Valdecaballeros and Casatejada power plants and – in the United States: the Hoosier wind farm and the Steven’s the Lucena biomass plant, Institute, Hall’s Warehouse, Bayshore and Carrier Clinic solar power plants, – in Greece: the Viotia II, Skopies, Lefkes, Belecheri, Fokida II and III, Mousouron and Trikorfo wind farms and the Xirokambi solar – in Canada: the Arnprior solar power plant and the wind farms in power plant, Quebec, – in Portugal: the Arada wind farm (ﬁ nal tranche), – in Mexico: the La Ventosa wind farm; – in the United Kingdom: the Burnfoot, Rusholme and Long Park ➤ in Europe: wind farms, – in France: the Castanet, Fiennes, Veulette, Canton de Bonneval, – in Turkey: the Soma wind farm (phases I and II). Sauveterre, Les Barthes and Bassin de Thau wind farms and the Roseraye, Manosque, Sainte Tulle and Gabardan solar power plants,

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5.2.2 PRINCIPAL INVESTMENTS BY THE GROUP IN PROGRESS DURING 2010

The Group intends to continue expanding its existing portfolio repayment period varies from 12 to 18 years. All project ﬁ nancing is of projects, particularly in the wind energy segment, in which it generally arranged on a no-recourse or limited recourse basis. had 14,500 MW in capacity under development at 31 December The Group has set stringent proﬁ tability criteria for its wind and 2009 and in the solar photovoltaic segment, in which it had over solar energy projects, including: 2,900 MWp under development at 31 December 2009. At the date of this registration document, the Group had budgeted for investments ➤ for its wind and solar energy projects in the United States: an amounting to over €1 billion during 2010. Of this amount, some internal rate of return on the project after tax of between 9% and 70% is to be devoted to investments in Europe and around 30% to 11%;

investment projects in North America. ➤ for wind and solar energy projects in France, Portugal, Greece, To fi nance its capital expenditure, the Group arranges project Mexico and Canada and for solar energy projects in Italy: an fi nancing (see section 4.4.3 of this registration document) given the internal rate of return before tax on the project of over 10%; and visibility provided by long-term agreements with its customers and ➤ for wind and solar energy projects in Turkey and the United purchase obligation mechanisms. Kingdom and for wind energy projects in Italy: an internal rate of Depending on the country and the project, the percentages of equity return before tax on the project of over 12%. and debt, as well as the duration of fi nancing, may vary. On average, These internal rates of return are calculated over 20 years before debt accounts for 70-90% of total capital expenditure, and the debt, excluding terminal value and not adjusted for infl ation.

5.2.3 PRINCIPAL INVESTMENTS PLANNED OR COVERED BY FIRM UNDERTAKINGS GIVEN BY MANAGEMENT BODIES

The principal investments planned by the Group at 31 December Chapter 6 of this registration document). At this date, the cost of 2009 related to the completion of the 19 wind farms currently under these investments totalled around €521.4 million. construction and the building of 27 solar photovoltaic farms (see

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6.1 General presentation 32 6.2 Competitive strengths 34 6.3 Strategy 36 6.4 Market and competitive position 38 6.4.1 Wind energy: a market with attractive growth prospects 41 6.4.2 Solar photovoltaic: more rapid growth 45 6.4.3 Hydro energy: a mature technology that continues to harbour opportunities 49 6.4.4 Biomass energy: a still developing segment 50 6.4.5 Thermal generation and cogeneration from fossil fuels 51 6.4.6 Distributed renewable energies 51 6.4.7 Biofuels 52 6.4.8 Biogas 52 6.5 Description of the Group’s principal business activities 52 6.5.1 Wind energy 53 6.5.2 Solar photovoltaic 61 6.5.3 Hydro 67 6.5.4 Biomass 68 6.5.5 Thermal generation and cogeneration from fossil fuels 68 6.5.6 Distributed renewable energies 68 6.5.7 Biofuels 70 6.5.8 Biogas 71 6.5.9 Marine energies 71 6.5.10 Development and sale of structured assets 71 6.5.11 Operations and maintenance 72 6.6 Dependence factors 73 6.7 Legislative and regulatory environment 73 6.7.1 International 73 6.7.2 European Union 73 6.7.3 National regulations 74 6.8 Environmental review 76 6.8.1 Environmental priorities 76 6.8.2 Implementation of environmental commitments 77 6.8.3 Environmental data 77

2009 Registration Document • EDF Energies Nouvelles 31 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 6 Business overview General presentation

6.1 General presentation

With operations in Europe and North America, EDF Energies Aside from wind energy, the Group is currently expanding actively in Nouvelles is a leader in the renewable energies market. Although solar energy, principally the photovoltaic segment, with 2,910 MWp wind energy has been the traditional focus of its development under development, including 138.8 MWp under construction and and solar photovoltaic has recently become its second expansion 80.9 MWp installed at 31 December 2009. It predominantly targets priority, the Group is also present to varying degrees in other two markets in the countries in which it is represented (France, segments of the renewable energies market, namely small hydro, Italy, Spain, Greece, the United States and Canada), that is the marine energies, biomass, biofuels and biogas. Lastly, since 2008, development of ground-based photovoltaic power plants and the it has been developing its presence in the distributed renewable development of building-integrated generating facilities, both for energies sector, with a special emphasis on distributed solar its own account and for third parties. photovoltaic energy, alongside EDF, its core industry shareholder. The Group is also strengthening its position in the distributed At 31 December 2009, the Group had installed capacity of renewable energies sector for individuals and small businesses, 2,945.5 MW (1) (including 2,257.0 MW for its own account (2)) and with a particular emphasis on distributed solar photovoltaic, by 859.6 MW under construction (including 467.2 MW due to be drawing since 2008 on its 50%-owned subsidiary EDF Energies held for its own account). In addition, the Group has a portfolio of Nouvelles Réparties, which designs and markets complete solutions projects under development of more than 17,500 MW (including for customers incorporating several types of renewable energies construction starts). and energy control systems. Thanks to supportive environmental, regulatory and technological In addition to wind energy, the Group is present in small hydro trends, market conditions for renewable energy sources in the (128.4 MW capacity installed at 31 December 2009) and biomass areas in which the Group operates are currently favourable. In view (generation of electricity from agricultural and forestry by- of the current national and international policies supporting the products, with 26 MW in capacity installed at 31 December 2009). development of non-polluting energy sources, the Group believes It also has a longstanding business operating in thermal power these favourable market conditions are likely to remain intact over generation (30.3 MW in capacity installed at 31 December 2009) the next few years. Under these policies, the Group beneﬁ ts from and cogeneration from fossil fuels (26.8 MW in capacity installed various subsidies and aid granted to renewable energies producers. at 31 December 2009). These two sectors are no longer an avenue of expansion for the Group. Lastly, it is expanding its presence in Wind energy accounted for close to 90% of the Group’s installed other new energy segments, such as biofuels, biogas and marine capacity (2,650.0 MW at 31 December 2009). Its wind farms are energies. located in carefully selected geographic areas characterised by political stability, growth potential and high visibility on the In its capacity as a producer of electricity from renewable energy regulatory front, including the United States, Canada and European sources, the Group is involved in each stage of the value chain. countries, particularly France, Italy, Greece, Portugal and the United The Group is active upstream in project development, midstream Kingdom. Geographic diversiﬁ cation enables the Group to position in power plant construction and downstream in the operation itself in markets where demand for green electricity is strongest and & maintenance of the power plants that it builds. Each of these to curb its exposure to risks associated with weather conditions, businesses may be conducted for its own account or for third in particular wind conditions, as well as regulatory risks. At parties. As part of its project development operations, the Group is 31 December 2009, the Group had a portfolio of 14,573 MW in wind also active in the Development and sale of structured assets, which energy projects under development, including 713.4 MW under consists principally in developing and building renewable energy construction. projects on behalf of third parties.

(1) Gross capacity corresponding to the total capacity of the power plants consolidated by the Group. Unless stated otherwise, all capacity ﬁ gures given in this registration document for power plants are gross capacities. (2) Net capacity corresponding to the share owned in the power plants consolidated by the Group.

32 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Business overview 6 General presentation

The following table presents the Group’s installed capacity in megawatts (MW) in each segment and country at 31 December 2009:

Thermal and Country Wind Solar Hydro Biomass Biogas Cogeneration Total

Germany 3.0 - - - - - 3.0 Belgium 30.0 - - - - - 30.0 Bulgaria - - 110.0 - - - 110.0 Canada - 23.4 - - - - 23.4 Spain - 6.7 - 26.0 - - 32.7 United States 965.4 6.0 - - - - 971.4 France 368.4 25.9 18.4 - 3.0 57.1 472.8 Greece 187.4 - - - - - 187.4 Italy 291.4 18.9 - - - - 310.3 Mexico 37.5 - - - - - 37.5 Portugal 495.8 - - - - - 495.8 United Kingdom 177.2 - - - - - 177.2 Turkey 94.0 - - - - - 94.0 TOTAL 2,650.0 80.9 128.4 26.0 3.0 57.1 2,945.5

The following table shows the installed capacity in MW owned by the Group for its own account in each segment and country at 31 December 2009:

Thermal and Country Wind Solar Hydro Biomass Biogas Cogeneration Total

Germany 3.0 - - - - - 3.0 Belgium 5.5 - - - - - 5.5 Bulgaria - - 83.0 - - - 83.0 Canada - 23.4 - - - - 23.4 Spain - 1.3 - 18.2 - - 19.5 United States 882.3 6.0 - - - - 888.3 France 324.8 25.9 18.4 - 2.6 34.0 405.6 Greece 165.3 - - - - - 165.3 Italy 138.4 11.6 - - - - 150.0 Mexico 37.5 - - - - 37.5 Portugal 302.9 - - - - - 302.9 United Kingdom 138.2 - - - - - 138.2 Turkey 34.8 - - - - - 34.8 TOTAL 2,032.6 68.2 101.4 18.2 2.6 34.0 2,257.0

At 31 December 2009, the total capacity in service and under construction held by the group for its own account (all segments combined) came to 2,724.2 MW, representing an increase of close to 27% compared with 2008.

2009 Registration Document • EDF Energies Nouvelles 33 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 6 Business overview Competitive strengths

6.2 Competitive strengths

With its geographically diversifi ed presence in a sector with strong and the European directives of 2001 and 2009 on the promotion growth momentum, its technical expertise and high-quality human of renewable energies set targets for the generation of electricity resources, and its extensive portfolio of plants in service and from renewable energies and thus set in motion the implementation development projects, EDF Energies Nouvelles commands a leading of measures intended to promote renewable energies at national position in the sector, with a solid international base in the market level by each EU Member State. In the United States, renewable for green electricity generation. EDF Energies Nouvelles considers energies qualify for incentives in the form of tax credits (Production its main competitive advantages to be as follows: Tax Credit, Investment Tax Credit) and minimum quotas (Renewable Portfolio Standards) in certain states. A market leader in renewable energies Growing awareness of environmental issues has also promoted research into the development of technologies for optimum use EDF Energies Nouvelles is currently a world-class player in the of renewable energy sources. At present, electricity is generated generation of electricity from renewable energy sources. At using several different renewable energy techniques, in particular 31 December 2009, the Group had installed capacity of 2,945.5 MW, wind, solar, hydro and biomass. Research and development efforts plus another 19 wind farms, 27 solar photovoltaic plants, one hydro continue to perfect the technologies that have been developed, facility and several biogas installations under construction around improving their long-term productivity and lowering their costs. the world, representing 859.6 MW in additional capacity. Since its inception, EDF Energies Nouvelles has always had a Unique profi le as an integrated, presence outside France and it now boasts fi rmly established international positions. At 31 December 2009, close to 84% of the diversifi ed operator Group’s capacity was installed outside France, including close to The Group has developed a strategic presence in each of the 33% in the United States. With a focus on Europe and the United principal segments of the market for generation of electricity from States, the Group is also active in the construction in Canada and renewable energy sources. Thanks to its technical expertise and Mexico of wind farms and in operations & maintenance in India. quality of its teams, the Group is an integrated operator active in the Owing to its size and procurement requirements, the Group wields development, construction, arrangement of fi nancing, operation substantial bargaining power vis-à-vis its suppliers, in particular and maintenance of power plants. Through its development and manufacturers of wind turbines, as well as over manufacturers sale of structured assets business, it is also present in the fi nancial and other operators active in the commissioning process for wind engineering sector. In construction as well as in the operation and and solar energy plants. In addition, given the size and quality maintenance of power plants, the Group works on projects for its of its project portfolio, the Group is able to enter into multi-year own use and for use by third parties. commitments, representing a decisive factor for wind turbine Thanks to its sizeable international footprint, EDF Energies and photovoltaic panel suppliers, which have to manage a highly Nouvelles is able to implement a policy of dynamic management complex logistics and assembly chain. of the risks affecting renewable energies. The geographic diversity of its projects (located in ten European countries, the United States, Canada and Mexico) enables the Group to diversify its risk Strong sector momentum exposure effectively, thereby limiting not only the risks associated The market for renewable energies, which is expanding at a with weather conditions (notably wind for wind turbines) but also very strong rate, still harbours numerous growth opportunities, the risks of regulatory changes in the markets in which the Group especially in Europe and North America. This market is currently operates. The Group’s international presence enables it to seize experiencing growth owing to supportive environmental, regulatory growth opportunities in diverse geographic areas. and technological trends. Protection of the environment has become a major concern throughout the world. Increasing awareness of environmental issues both among consumers and governments Sustained and visible growth has been instrumental in promoting the development of renewable EDF Energies Nouvelles is pursuing an active expansion strategy energy sources. in the short term in onshore wind energy and solar photovoltaic, International, national and European authorities have been taking its two priority avenues of expansion, and in the medium term in a measures to establish a framework conducive to the development number of other segments of the renewable energies market. of renewable energies. The Kyoto Protocol of 11 December 1997

34 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Business overview 6 Competitive strengths

The Group continues to build up its presence in onshore wind Expertise in project fi nance and in energy. By leveraging its experience of several years in prospecting the development and sale of structured assets and development, the Group had at 31 December 2009 a portfolio of 14,573 MW in wind energy projects (including 713.4 MW under With several years of experience in wind farm development, the construction, 1,002 MW authorised, 5,782 MW in advanced stages Group and its teams have also acquired expertise in arranging of development and 7,076 MW at the preliminary development fi nancing for these projects, particularly no-recourse or limited- stages). In addition, the Group remains on the look-out for recourse project fi nance vehicles. The Group uses this expertise to opportunities in a number of countries, provided that these offer strengthen and optimise its fi nancing arrangements by bringing in the stability, regulatory visibility and profi tability conditions that fi nancial partners (United States) or industrial partners (Greece and count among the Group’s key development principles. Accordingly, Turkey). it established a position in Turkey during December 2008 by The Group also boasts solid experience in the development and acquiring a 50% interest in the capital of Polat Enerji. construction of wind and solar energy projects for third parties In addition, the Group has been expanding its activities beyond (Development and sale of structured assets business). This business onshore wind energy into new segments involving the generation enables it to cover each year the bulk of its development costs and of electricity from renewable sources, particularly in the solar overheads (see section 6.5.10 of this registration document). photovoltaic segment, in which it had a project portfolio of over 2,910 MWp in capacity at 31 December 2009 (138.8 MWp under construction, 174 MWp authorised and 2,597 MWp under Solid fi nancial performance development). At the same time, EDF Energies Nouvelles continues In recent years, the Group has demonstrated solid fi nancial to pursue its research and development drive in biomass, biofuels, performance supported by strong and rapid growth in its operating biogas and offshore wind energy. income (39% between 2008 and 2009 (1)) and in its installed capacity (increase of 29.5% in gross capacity installed between 2008 and 2009), coupled with established and improving profi tability. This Effi cient industrial organisation with a strong success is attributable to a recurring revenue stream secured by management team and experienced staff long-term sale contracts for electricity and a rigorous selection EDF Energies Nouvelles has a dynamic, solid management team policy for new projects based on strict profi tability requirements and and fi eld staff with experience in the renewable energies sector. risk balancing criteria. In addition, no-recourse or limited-recourse The Group’s founder, Pâris Mouratoglou, has long been active in project fi nancing makes it possible keep facilities completely the renewable energies industry and is a renowned green energy separate from each other and thus to run a high level of debt, while pioneer. In recent years, the Group has also been joined by several reducing the risk carried by the Group as a whole (unlike corporate high-level executives contributing their proven experience in all debt). areas of business administration and development. The quality and experience of its human resources have enabled Support from EDF, a European leader in energy the Group to hone its technical skills, which now encompass all the principal stages in the development of a wind or solar photovoltaic In addition to its own experience, the Group enjoys the backing and project, from project fi nance to turn-key facility sales via an analysis worldwide reputation of the EDF group, a leader in the generation, of wind and insolation conditions and construction of power plants. distribution and marketing of electricity in Europe, as well as access This skill set is one of the Group’s principal competitive advantages, to EDF’s research and development resources. Its partnership with enabling it to anticipate technical changes and to develop new EDF is part of a well-articulated, coherent industrial project that technologies in the constantly evolving renewable energies sector. allows the Group to develop close working relations with other entities of the EDF group, such as EDF Energy in the United Kingdom.

(1) Figures incorporating the change in the method used to consolidate the US wind farms (see Note 3.4 to the consolidated ﬁ nancial statements for the ﬁ nancial year ended 31 December 2009).

2009 Registration Document • EDF Energies Nouvelles 35 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 6 Business overview Strategy

6.3 Strategy

In a rapidly growing market, the Group’s aim is to reinforce its Pursue controlled international expansion position as a leading player in the renewable energies sector in Europe and North America by maintaining its presence in the The international diversifi cation of EDF Energies Nouvelles’ principal segments of the green energy generation value chain. The business enables it to manage more effectively the risks associated key elements of its strategy are the following: with weather, geographic, technological and political, regulatory and economic conditions. The Group implements its strategy on an international scale, Generate power and environmental value but maintains a local approach in each of the countries in which EDF Energies Nouvelles aims to build a portfolio of new generation it operates. It develops projects in countries that offer both capacity for green power. This strategy inherently creates value natural potential, political stability and a favourable regulatory in two main forms: energy value (by generating electricity) and environment. EDF Energies Nouvelles initially moved into a large environmental value (by harnessing renewable sources of energy). number of promising countries, then refocused its operations on Regulatory systems for harnessing value from these two products the most favourable markets. At present, the Group is targeting vary within the countries in which the Group operates. Certain Europe, with special emphasis on France, Italy, the United Kingdom, systems separate them, assigning values separately to the electron Portugal, Greece and Turkey, and North America. In the longer term, and to the green component (certifi cate), while others combine it may consider moving into other markets harbouring development them. Certain experts forecast that separate valuation will become potential for the generation of electricity from renewable energies the norm in the majority of markets. The Group’s strategy is based provided that the criteria of stability, growth and regulatory on the development of an industrial plant capable of generating visibility, which are crucial to secure the profi tability of this highly both energy value and environmental value, regardless of whether capital-intensive business, are satisfi ed, and so that it can use no- those values are treated separately or together. recourse or limited-recourse project fi nancing there. The Group intends to draw on the long-term trend toward stronger For its international development, the Group adopts a local policies for protecting the environment and promoting green power. approach to each country. It forms alliances with local entities that Examples of such policies include obligations to purchase electricity are familiar with local markets, either by entering into partnerships generated from renewable energy sources and systems of green (as in Turkey during 2008) or by acquiring local operators (as in certifi cates to satisfy minimum quotas of green power in the supply Greece in 2005). provided by electricity generation and distribution companies. Continue to strengthen positions in onshore wind Curb risks and contain costs energy EDF Energies Nouvelles intends to continue its policy of controlling At present, the generation of electricity from onshore wind energy is the risks and costs associated with development. The majority of experiencing signifi cant growth. The Group, for which this segment its electricity sale contracts are long-term contracts with terms of currently represents its principal business, aims to bolster its around 15 to 20 years, under which the buyer is required to purchase position as a key player in the European and North American wind all the power generated, regardless of the time of day or season energy industry. In particular, it intends to take advantage of its of the year, at a fi xed price for the entire duration of the contract. technical expertise by expanding its pipeline of existing projects, The fuel for most of its power plants is either available at no cost which currently stands at 14,573 MW in capacity, with over 713.4 MW (wind, sunlight, water) or available at a limited predetermined cost under construction. and in suffi cient quantity given the size of the plant (biomass). EDF To this end, the Group notably aims to bring to bear its expertise in Energies Nouvelles also intends to pursue its efforts to bring costs partnerships creating value for both parties and helping to develop under tight control owing notably to its purchasing power. large-scale projects (like its partnerships in Greece and in Italy). Through this combination of long-term, fi xed-price sale contracts, In addition, if the need arises, the Group may carry out highly the long-term supply of energy inputs at a low or zero price, selective acquisitions helping to accelerate its expansion and contained initial capital costs and optimised tax advantages for bolster its portfolio of plants and projects, along the same lines as renewable energy facilities, the Group will continue to fi nance its the 2008 acquisition of a 50% interest in Polat Enerji in Turkey. investment projects using long-term fi nancing with no or limited recourse to project shareholders.

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Expand in the solar photovoltaic segment wind farms. It notably draws support from its 28% shareholding in German company Reetec for heavy maintenance and from its new In response to the rapid increase in political support for solar operations and storage facility in Béziers. photovoltaic in a number of European countries and given the expected reduction in costs through technological progress and the economies of scale currently being harnessed, the Group decided Develop new sources of growth, particularly during 2008 to step up the pace of its expansion in this segment. in distributed energies To this end, the Group rapidly has built a portfolio of high-quality Aside from the onshore wind energy and solar photovoltaic solar projects, located in various countries in which the Group segments, currently the Group’s priority avenues of expansion, the intends to establish this business as a priority. At 31 December 2009, Group intends to continue bolstering its position in the distributed the Group had 2,910 MWp in projects under development, of which renewable energies sector for individuals and businesses, with a 139 MWp were under construction and 174 MWp authorised, special emphasis on the distributed solar photovoltaic segment. located principally in France, Italy, Spain, Greece, the United States This business is overseen by EDF Energies Nouvelles Réparties, and Canada. a joint venture with EDF that is fully consolidated in EDF Energies The development of this segment is predicated on the expertise Nouvelles’ ﬁ nancial statements. acquired by the Group in wind energy, which it can leverage on EDF Energies Nouvelles is also expanding its activities in segments account of the similarities in terms of development, the business that are expected to reach maturity in the medium term, while model and ﬁ nancing. adopting a highly selective approach:

In addition, the Group has largely secured its future requirements ➤ offshore wind energy: the Group is involved in its fi rst offshore for solar panels out to 2012, while maintaining a diversifi ed supply wind energy project in Belgium that is set to be one of the chain in terms of suppliers and technologies (crystalline silicon largest in Europe, and is considering additional expansion in this and thin-fi lm). Furthermore, it entered into a strategic partnership segment; with First Solar during 2009 to build the largest plant in France manufacturing solar panels, with the latter’s entire output of panels ➤ biomass: the Group continued its efforts in the biomass segment, to be reserved for the Group over the fi rst ten years of production. notably including a combined cogeneration and biomass plant in Spain; In parallel to the construction of solar power plants, the Group has stepped up the pace of its development in distributed energies, ➤ biogas (landfi ll gas): Verdesis, a Group subsidiary, markets, with a priority focus on distributed solar photovoltaic, both for installs and maintains facilities processing the biogas produced individuals and small businesses. This business, which is currently at landfi ll sites, water treatment plants and farm waste confi ned to France, may be extended to other countries over the methanisation units; next few years. ➤ biofuels: the Group has held a shareholding of 25% since 2007 in Alcogroup, one of the European leaders in ethanol distribution, Enhance its integration within the green which also owns a 51% interest in a plant producing bioethanol electricity value chain at Ghent in Belgium; ➤ marine energies: the Group is conducting research in this sector, EDF Energies Nouvelles intends to establish more fi rmly its presence notably in France. This was the backdrop to the signature of the right across the value chain for the generation of electricity from partnership agreement with DCNS in 2009. renewable sources as a developer, owner/investor and operator, and to leverage the synergies made possible by such integration. The Group combines the roles of developer and owner/investor. The Pursue expansion in the Development upstream phases of the value chain–identifying sites, developing and sale of structured assets business and structuring projects, and then constructing power generation plants–remain the primary focus of the Group’s business. Owing to The Group develops and sells structured assets with a view to its presence upstream, the Group is able to retain the value created covering a large proportion of its development and corporate during these phases. The downstream phases–managing assets as costs. In addition, this business helps the Group to optimise and plant owner, as well as operating and maintaining plants for its own freshen up its portfolio. Certain projects developed by the Group do account or for other owners–enable the Group to ensure the quality not meet its investment criteria but may remain attractive to other of the production facilities and the long-term sustainability of the investors. In these circumstances, the Group may decide to pursue Group’s business activities. the development of these projects to sell them at the end of the development phase or upon completion of construction, with the Since its acquisition of enXco in 2002, the Group has performed aim of making a profi t on the sale. each of these roles in the United States. The acquisition of enXco provided established capabilities in managing, operating and The Development and sale of structured assets business is maintaining wind energy plants, a business activity that enXco particularly signifi cant in the United States, where some utilities had long performed for its own plants and those owned by third have a policy of owning their power plants rather than purchasing parties. The Group is currently developing its operations and the wind-generated electricity produced by others. A niche market maintenance expertise in Europe by rolling it out gradually to its in developing, selling and building wind farms has therefore

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developed for companies, with portfolios of large, high-quality is largely nonexistent. The Group will also pursue its strategy projects in the areas in which these utilities are located. The of seeking wherever possible to sell wind farm operations and Group has penetrated this market and is currently one of its major maintenance services to the utilities that purchase these facilities. participants. It will continue to use this market to create value from its portfolio, which it systematically renews in those regions where the alternative “owner/investor/seller of electricity” model

6.4 Market and competitive position

The renewable energies market is currently enjoying momentum At international level, the Kyoto Protocol of 11 December 1997 fl owing from three separate priorities, namely energy demand, established framework provisions promoting this development. environmental protection and job creation. The sustainability of The European Union ratifi ed this protocol in 2002 and has made renewable energies makes them an enduring solution to global promoting the generation of electricity from renewable energies one energy needs given the depleting reserves of fossil fuels, as well of its top priorities (see section 6.7 of this registration document). as refl ecting certain countries’ desire to safeguard their energy The European Union’s Renewable Energies Directive (Directive independence. Harnessing renewable energies, while providing the 2001/77/EC on the promotion of electricity produced from energy of the future and protecting the planet, will also help efforts renewable energies) set ambitious specifi c objectives for the to rise to the major challenges posed by global warming. Lastly, the European Union member states to reach by 2010. These targets inevitable trend towards renewable energies is likely to represent are stated in terms of the percentage of electricity consumption to an engine of growth for new industries and thus new green jobs in be generated from renewable energy sources. This directive sets a the long term. medium-term objective of 21% of this type of power to be produced in the European Union by 2010.

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The following table shows the objectives set by the Renewable Energies Directive for 27 European Union countries. For each country, it shows the target percentage of electricity produced from renewable energy sources in 2010 and the actual percentage at 31 December 2008:

2010 target set by Actual level at 31 December 2008 Country the Renewable energies directive (as a %) (as a %)

Germany 12.5% 14.5% Austria 78.1% 62.3% Belgium 6.0% 4.7% Bulgaria 11.0% 6.8% Cyprus 6.0% 0.1% Denmark 29.0% 26.3% Spain 29.4% 20.2% Estonia 5.1% 1.9% Finland 31.5% 29.4% France 21.0% 15.7% Hungary 3.6% 5.3% Greece 20.1% 6.3% Italy 25.0% 16.0% Ireland 13.2% 11.6% Latvia 49.3% 45.7% Lithuania 7.0% 4.6% Luxembourg 5.7% 3.3% Malta 5.0% 0.0% Poland 7.5% 4.1% Netherlands 9.0% 7.8% Portugal 39.0% 26.2% Czech Republic 8.0% 5.1% Romania 33.0% 28.1% United Kingdom 10.0% 5.4% Slovakia 31.0% 15.5% Slovenia 33.6% 27.6% Sweden 60.0% 53.9% TOTAL EUROPEAN UNION (27 COUNTRIES) 21.0% 16.4%

Source: 2009 European barometer of renewable energies, Ninth annual overview of the state of renewable energies, EurObserv’ER.

European directive 2009/28/EC of 23 April 2009 concerning the promotion of the use of energy generated from renewable sources ensures continuity with the ambitious targets laid down in European directive 2001/77/EC.

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It sets a target of 20% for the proportion of end energy consumption in the 27 countries of the European Union to be generated from renewable sources by 2020. The directive also lays down national targets for each Member State:

Percentage target for gross end energy consumption to be generated from renewable sources by 2020

Germany 18% Austria 34% Belgium 13% Bulgaria 16% Cyprus 13% Denmark 30% Spain 20% Estonia 25% Finland 38% France 23% Greece 18% Hungary 13% Ireland 16% Italy 17% Latvia 40% Lithuania 23% Luxembourg 11% Malta 10% Netherlands 14% Poland 15% Portugal 31% Slovak Republic 14% Czech Republic 13% Romania 24% United Kingdom 15% Slovenia 25% Sweden 49%

The basic approach consists in leaving member states to determine In France, the Order of 7 July 2006 laid down ambitious objectives freely how they intend to achieve their domestic targets. This for the generation of electricity from renewable energy sources said, each country must generate at least 10% of their energy by 2010 and by 2015. The goal of the French public authorities of requirements from renewable sources in the transportation sector encouraging the development of renewable energies was restated by 2020. at the Grenelle Environmental summit during 2008. The following table shows the targets for France in 2010 and 2015 (in MW), as set in the 2006 Order.

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Generation of renewable electricity 2010 objective (MW) 2015 objective (MW)

Biomass 1,000 2,000 Biogas 100 250 Household waste and related 200 300 Wind energy 13,500 17,000 Geothermal 90 200 Hydro 500 2,000 Solar photovoltaic 160 500

Source: French environment and energy control agency (ADEME), November 2006.

In the United States, which has not ratiﬁ ed the Kyoto Protocol, of renewable energy sources. At present, electricity is generated authorities have nevertheless instituted policies of support for using several different renewable energy segments, in particular renewable energies. At federal level, the centrepiece of the incentive wind, solar, hydro and biomass. Research and development efforts programme for generating electricity from renewable energy sources continue with the goal of perfecting the technologies that have been is a system of income tax credits (Production Tax Credit, Investment developed, in particular by improving the productivity and reducing Tax Credit). At state level, federal incentives are supplemented the cost of those technologies. by Renewable Portfolio Standards (RPS), which set targets by Taking these factors into account, the Group is present in the four state for the consumption of energy generated from renewable main segments of green electricity generation, namely: wind, solar, sources. Twenty or so states have implemented Renewable hydro and biomass. Spurred on by national and international policies Portfolio Standards, which set objectives for energy produced from supporting renewable energies, these segments, particularly wind renewable sources and may even provide for various penalties for and solar energy, have developed signiﬁ cantly in recent years. In non-compliance. The inauguration of a new US administration at the United States, the federal government restated its intention of the beginning of 2009 was marked by the announcement of greater continuing to pursue its renewable energies development policy support for the development of renewable energies, notably backed (by renewing the Production Tax Credit system through to the up by the renewal of the Production Tax Credit until 2012, the option end of December 2012). The European Union set clear objectives for developers to choose between the Production Tax Credit and the in directives on the promotion of renewable energies that, though Investment Tax Credit (ITC) and, where construction of the facilities indicative rather than mandatory, represent a strong commitment begins before year-end 2010, to elect for payment of the ITC in cash. by member states. Growing awareness of environmental issues has also promoted research into the development of technologies for optimum use

6.4.1 WIND ENERGY: A MARKET WITH ATTRACTIVE GROWTH PROSPECTS

Wind energy around the world The following chart below shows the growth in installed wind energy capacity worldwide since 1993 (in MW): Wind energy has been growing exponentially since 1993, rising from less than 3,000 MW in aggregate worldwide capacity at that time to close to 160,000 MW in capacity in 2009. 180,000 157,932 160,000

140,000 120,000

100,000

80,000

60,000

40,000

20,000

0 2,900 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Source: Solar Systems, Barometer of wind energy, February 2010, EurObserv’ER.

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Wind energy has been growing at a particularly brisk rate since measures to support the generation of electricity from wind energy 1997, reﬂ ecting the adoption of the Kyoto Protocol and stronger (notably the Renewable Energies Directive in Europe).

The following table presents worldwide total ﬁ gures for aggregate wind energy capacity and the wind energy capacity installed for each year since 2002:

Capacity installed % change vs. Aggregate capacity % change vs. Year annually (MW) previous year (MW) previous year

2002 n.a. n.a. 31,412 n.a 2003 7,951 n.a. 39,363 25.3% 2004 8,153 2.5% 47,516 20.7% 2005 10,321 26.6% 59,235 24.6% 2006 15,155 46.8% 74,390 25.6% 2007 19,518 28.8% 93,908 26.2% 2008 27,095 38.8% 121,003 28.8% 2009 37,042 36.7% 157,932 30.5%

Source: Solar Systems, Barometers of wind energy, February 2006, 2007, 2008, 2009 and 2010, EurObserv’ER.

During 2009, 37,042 MW in additional capacity was installed, number one wind energy market (with 13,000 MW in capacity compared with 27,095 MW in 2008, representing an increase of installed in 2009), putting it ahead of the United States (with over 38.8%. Global wind energy capacity now stands at a total 9,922 MW installed in 2009), which still remains the country with of 157,932 MW. The Chinese market has now become the world’s the largest wind energy capacity installed (35,159 MW).

The following table shows incremental worldwide and aggregate installed wind energy capacity in 2008 and 2009 and by major geographic area:

Aggregate capacity Aggregate capacity Capacity installed 2008/2009 at year-end 2008 at year-end 2009 in 2009 increase Geographical regions (in MW) (in MW) (in MW) (as a %)

North America 27,606 38,478 10,872 39.4% Europe 66,194 76,185 10,102 15.1% Asia 24,272 38,909 14,639 60.3% Rest of the world 2,931 4,360 1,429 48.8% TOTAL AGGREGATE CAPACITY (MW) 121,003 157,932 37,042 30.5%

Source: Solar Systems, Barometer of wind energy, February 2010, EurObserv’ER.

In terms of installed capacity at year-end 2009, China, the United During 2009, the European countries recording the largest States, Spain, Germany and Italy were the top ﬁ ve markets in increases in wind energy capacity were Spain (2,459 MW), Germany the wind energy segment, accounting for close to 70% of global (1,917 MW), Italy (1,113 MW), France (979 MW), Portugal (673 MW) installed capacity. The European Union accounted for 47.4% of and the United Kingdom (645 MW). In terms of aggregate installed installed wind energy capacity worldwide. capacity, two countries possess more than 10 gigawatts (GW), namely Germany with 25,777 MW and Spain with 19,149 MW, and eight more have more than 1 gigawatt, namely Italy with 4,850 MW, Wind energy in Europe France with 4,521 MW, the United Kingdom with 4,051 MW, Denmark In 2009, aggregate installed wind energy capacity in the European with 3,481 MW, Portugal with 3,535 MW, the Netherlands with Union came to 74,800 MW, up from 65,172 MW at year-end 2008, 2,221 MW, Sweden with 1,560 MW and Ireland with 1,260 MW. representing an increase of over 14%. A total of 9,739 MW in wind energy capacity was installed during 2009 in the European Union and 10,102 MW across Europe as a whole (Source: Solar Systems, Barometer of wind energy, February 2010, EurObserv’ER).

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Wind energy in France market, France, represented only around 13.9% of its installed wind energy capacity (at 31 December 2009), while the rest of Europe With aggregate installed capacity of 4,521.0 MW at (Portugal, Greece, United Kingdom, Italy, Germany, Belgium and 31 December 2009, up from 3,542.0 MW at year-end 2008, France Turkey) and the North America (mostly the United States, but also saw the size of its installed base grow by over 27.6% compared with Mexico) accounted for around 48.2% and 37.8% respectively. 2008. Growth thus remained very ﬁ rm, even though it was weaker than in 2008 (38%) (Source: Solar Systems, Barometer of wind The following chart shows the principal global players during energy, February 2010, EurObserv’ER). 2008 in the generation of electricity from wind energy in terms of installed capacity (MW) (Source: World Market Update 2008, BTM The presence of the world’s top four wind turbine manufacturers Consult ApS, March 2009): (Vestas, Gamesa, Enercon and General Electric Wind) in the domestic market demonstrates that the French wind energy market 10,000 is now regarded as a key market. 9000 8000 7000 Outlook 6000 5000 According to Emerging Energy Research, (Global Renewable Power 4000 Generation forecasts 2009-2010, Emerging Energy Research, 3000 July 2009), total wind energy capacity installed worldwide is set to 2000 top 640,000 MW in 2020, almost four times its current level. Annual 1000 capacity installed is set to reach close to 54,000 MW in 2020, almost 0 50% more than in 2009. North America and the European Union are Iberdrola Endesa (ES) expected to enjoy signiﬁ cant growth, accounting for close to half FPL Energy (US) the additional capacity installed worldwide between 2009 and Renovables (ES) EDP RenovareisAcciona (P) Energy (ES) Datang corporation (CN) Eurus Energy Holding (JP)MidAmerican Energy (US) 2020. Asia is also expected to experience very strong expansion, EDF Energies Nouvelles (FR) Long Yuan Electric Power Group particularly in China and to a lesser extent India. E.ON Climate and RenovablesBabcock (GE) Brown Windpartner (AUS)

The following chart shows the expansion in wind energy capacity In the European countries in which it operates, the Group often installed worldwide (in MW) since 2000 and growth projections for ranks among the largest wind energy players. In France, the Group the 2009-2020 period: is a leading producer of wind-generated electricity. Through its EDF EN Portugal subsidiary in Portugal, EDF Energies Nouvelles 700,000 ranks as the fourth-largest wind energy player by installed capacity 600,000 (Source: Étude Inegi-Parques Eólicos em Portugal, 2009) while the

500,000 Group ranks second in Greece in terms of installed capacity (Source: Hellenic Wind Energy Association). In the United Kingdom, the 400,000 Group has installed capacity totalling 177.2 MW. In Italy, the Group 300,000 owned six wind farms with installed capacity totalling 291.4 MW at

200,000 31 December 2009. In Germany, through its enXco GmbH subsidiary,

100,000 the Group has only a modest presence in the wind energy market, which is long established and close to saturation. 0 Through its enXco subsidiary, the Group currently ranks as one of the 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 leading players in the development and construction of wind farms Source: EurObserv’ER /Emerging Energy Research. in the United States (Source: American Wind Energy Association). The Group is also present in Canada, where it is developing wind energy projects with a capacity totalling 954 MW in Quebec, as well Principal competitors and market position as in Mexico, where it has a 67.5 MW wind farm. In 2008, the Group ranked 7th in the worldwide wind energy industry In general, the competitiveness of operators in the renewable in terms of installed capacity (Source: World Market Update, energies markets is measured in terms of the performance of power BTM Consult ApS, March 2009). Its principal rivals are primarily plants, the quality of technologies used, the power prices charged, established electricity generators and/or distributors, such as and the scope and quality of services provided (including operations Iberdrola Renovables, Acciona and Endesa of Spain, Energias de & maintenance services). Portugal Renovaveis (EDP) and Enel of Italy, leading US utilities, Wind energy developers’ market position is also affected by turbine such as Florida Power & Light (FPL), and groups that have moved procurement issues, depending on whether or not they have into the market more recently, such as Babcock & Brown and Eurus secured supply contracts with turbine manufacturers. Some of the of Japan. Group’s competitors are vertically integrated upstream, as their The majority of these large competitors are less geographically business includes the generation of electricity from wind energy, as diversiﬁ ed than EDF Energies Nouvelles, and their positions are well as the manufacture of technical components for wind farms. An concentrated in their domestic market. In contrast, EDF Energies example of such a competitor is Gamesa in Spain, which operates Nouvelles has long been active in both North America and Europe, wind farms and also manufactures turbines. The Group maintains where it has operations in ten countries. Moreover, its original a policy of actively securing its future supply of wind turbines.

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To this end, enXco, the Group’s subsidiary in the United States, Likewise, EDF Energies Nouvelles entered into agreements of the entered into contracts with General Electric Wind and REpower same type in Europe with REpower, Enercon and Vestas to cover all covering all of its forecast requirements for turbines in the United of its turbine needs for 2010 and part of 2011 (see Chapter 22 of this States throughout 2010 and part of 2011. registration document).

Economics of a wind energy project The various stages required to bring a wind energy plant into operation take several years (typically three to six years). There are three key stages: (i) prospecting/development, (ii) construction, and (iii) operations & maintenance. The following chart presents a typical timeline for completing a wind farm:

2 - 3 years 12 - 26 months

Sign construction contracts

Sign ﬁnancing contracts

Implement hedging positions

Siting Development Operations & Pre-construction Construction and Authorization Maintenance TESTING

Accept construction work

Site prospecting and development of wind energy project In parallel with these technical studies, public meetings are routinely organised to inform those who live nearby and promote acceptance The development of a wind energy project starts with moves to of the project in accordance with the formalities required by local secure the land. After identifying a location for the wind farm, the authorities. Each wind energy project is therefore subject, during Group signs an option to lease to safeguard its availability. These the development phase, to reviews and wide-scale consultations “options to lease” are option contracts, generally with a term of concerning its impact on the environment, in particular on the three to ﬁ ve years (automatically renewable on an annual basis for landscape and fauna (see section 6.8 of this registration document). one year at a time), and provide for no indemnity in the event that a The Group also initiates the various administrative procedures lease is not executed. associated with obtaining the operating and building permits Once assured of control of the land by an option to lease, the required to complete the project. This process generally takes 6 to Group conducts a site survey to measure wind conditions. For this 18 months. purpose, one or more masts (varying in height from 10 to 80 meters) Wind energy projects also require delivery of the various technical with measurement devices are erected to gather all the data components, particularly turbines. The choice between different required to evaluate wind speed and direction during a period of at models and manufacturers of turbines (which include General least 12 months. This phase is essential for assessing the economic Electric, Vestas, REpower, Enercon and Nordex) is made on the viability of the project. basis of wind conditions at the site (for sites with average strength In addition, a study is conducted of other actual or potential winds, turbines that deliver high power relative to the diameter of constraints at the proposed site. For example, this study takes into the rotor are preferred), cost-effectiveness of the turbines proposed account topographic constraints, various easements (particularly (measured in euros or US dollars per megawatt-hour) and, crucially, access easements), connection capacities to the local electrical availability of the turbines. Owing to the rapid growth in the wind network, and various environmental constraints associated with energy market and the resulting surge in demand from developers, plant and animal life, proximity to housing, historical monuments, any developer that has secured supply contracts for turbines or sensitive or protected sites that may be imposed by local laws possesses a substantial competitive advantage in the construction or regulations. Constraints of this type limit the number of sites of wind farm projects. The Group therefore devotes a great deal available for wind farms, particularly in densely populated areas. of attention to this aspect (see Chapter 22 of this registration Such constraints are less problematic in sparsely populated areas, document). such as certain regions of the United States and Canada.

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Financing must be also secured for construction of the power plant. The construction phase ends with a period of testing (term, Financing is generally obtained in the form of limited or no recourse availability, ramp-up) performed over several months to verify that project fi nance. Negotiations with the lending banks establish the the power plant functions properly prior to its entry into service. proportion of equity to be contributed to the vehicle, the detailed At 31 December 2009, the Group had a portfolio of 713.4 MW in wind terms and conditions of the debt to be arranged (including the term, energy projects under construction. interest rate and guarantees) and the various audits by outside providers that the lending banks will require. In the United States, Operations & maintenance owing to the particular characteristics of the federal Production Tax Credit, the Group and its subsidiaries in the United States work Upon completion of the construction work, the power plant is together with outside investors to harness the benefi t of the income brought into service. Depending on the sites and projects developed tax credits provided under this system. by the Group, the power plants are delivered either to EDF Energies Nouvelles to be operated for its own account or to third parties for The Group believes that even though fi nancing terms improved whom the Group has developed and built the plants under turn-key throughout 2009 without returning to the conditions seen prior to contracts (Development and sale of structured assets business). the fi nancial crisis, the trend towards longer arrangement times for project fi nancing fi rst seen in 2008 gained further pace in 2009. At In the fi rst scenario, the Group retains ownership of the site and the date of this registration document, the Group did not see any either performs operations & maintenance services itself or arranges tangible signs of a reduction in the time required to arrange project for subcontractors to operate the plant on its behalf and under its fi nancing. supervision. These subcontractors are often the manufacturers of the turbines. The electricity produced by the plant is then sold At 31 December 2009, the Group owned 13,860 MW in capacity by the Group, in the majority of cases to established producers under development (excluding construction starts), including and/or distributors (such as EDF in France or large utilities in the 1,002 MW authorised, 5,782 MW at advanced stages of development United States) that have either a legal or a contractual obligation to and 7,076 MW at preliminary development stages. Over half of this purchase it, under feed-in contracts with an average term of between portfolio of projects under development is located in the United 15 and 20 years. This structure is generally used by the Group in States. Europe. In the second scenario, EDF Energies Nouvelles delivers the site on a turn-key basis to a third-party owner (see Chapter 6.5.10 of Construction this registration document), but may operate the site on the latter’s After the Group has developed the wind energy project and obtained behalf. These operations & maintenance contracts generally have a fi nancing, the project enters the construction phase, which lasts term of three years. In the United States, EDF Energies Nouvelles’ from one to two years. This phase begins with authorisation enXco subsidiary has very strong positions in operating facilities for to proceed by the Group’s investment committee and, where third parties. appropriate, the Board of Directors, together with signature of the In the United States, delivery and operation of wind farms have in turbine order and exercise of the option to lease granted during the the past been subject to the special requirements of the Production origination/development phase. It includes engineering design and Tax Credit system, which specifi es that construction be completed construction management work, earthwork and civil engineering and the plant be brought into service prior to the expiry of the (including grading the site, installing the mast footings, and current PTC regime (see Chapter 6.5.1.2 (a) of this registration preparing the access roads), electrical works (laying the cables and document). The renewal of the Production Tax Credit during 2009 installing equipment to connect to the network) and the installation until 2012 gave the Group more room for manoeuvre. of the technical components of the wind farm (masts, turbines, blades). Contractors are selected for this work on the basis of their availability, the performance of their teams and the fi nancial aspects of their bid.

6.4.2 SOLAR PHOTOVOLTAIC: MORE RAPID GROWTH

Solar photovoltaic around the world 502 MWp to over 14,700 MWp at year-end 2008 (Source: European Photovoltaic Industry Association (EPIA)). The photovoltaic segment is currently a market experiencing very strong growth. Since 1994, global installed capacity has risen from

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The following table shows a breakdown of global capacity in the world’s leading markets at year-end 2008:

Capacity installed in 2008 Total capacity at 31 December 2008 Increase in installed capacity Country (in MWp) (in MWp) between 2007 and 2008 (%)

Germany 1,500 5,308 +39.4% Spain 2,511 3,223 +352.7% Japan 230 2,149 +12.0% United States 342 1,173 +41.2% South Korea 274 352 +351.3% Italy 258 350 +280.4% Rest of the world 718 2,527 +39.7% TOTAL 5,559 14,730 +60.6%

Source: EPIA.

The photovoltaic capacity installed worldwide started to surge thereby accounting for 45% of the worldwide photovoltaic market in the late 1990s and this acceleration in the pace of growth is and 56% of the European Union market. Meanwhile, Italy installed continuing at present. In 2008, global installed capacity stood at over 250 MWp in capacity during 2008, increasing total installed 14,730 MWp, representing a growth rate of 60.6% (Source: EPIA). capacity to 350 MWp. During 2008, the world’s largest producers of solar energy were During 2008, four other European countries recorded strong growth Germany, Spain, the United States, Japan, Italy and South Korea, in their installed capacity, i.e. the Czech Republic (+51 MWp), which together accounted for over 82.8% of the global capacity Belgium (+48 MWp), France (+46 MWp) and Greece (+11 MWp). generating electricity from solar energy. This strong development in photovoltaic projects prompted several The United States, the world’s third-largest producer of solar energy member states to lower the guaranteed feed-in tariffs for solar in 2008, has seen its solar photovoltaic market boom. In 2008, its photovoltaic-generated electricity (e.g. Germany and Spain) or to installed capacity grew by 342 MWp, increasing its total base of prevent a disorderly boom (500 MWp cap on capacity authorised installed capacity to 1,173 MWp at year-end 2008 (Source: EPIA). p.a. during 2009 and 2010 in Spain). For several years, the United States government has pursued a In Europe, the Group is present in the solar photovoltaic segment policy of actively supporting renewable energies (including solar in France, Italy, Greece and Spain. A description of each of these energy) notably through tax incentives, such as the Investment markets is provided in section 6.5 of this document. Tax Credit granting tax credits for investment in the solar energy sector. This system was extended through to 2016 by the Energy Improvement and Extension Act of 2008. Outlook The following chart shows growth projections for global solar Solar photovoltaic in Europe photovoltaic capacity installed (MWp) out to 2020:

The solar photovoltaic market in Europe has enjoyed very strong 180,000 growth over the past decade, expanding from 90 MWp in installed 160,000 capacity in 1998 to around 9,000 MWp by year-end 2008. The CAGR 140,000 in capacity has been very brisk indeed. The photovoltaic segment 120,000 has notably beneﬁ ted from the impetus provided by the European 100,000 ambitions stated in the Renewable Energies Directive of 2001. 80,000 During 2008, 4,503 MWp was installed in Europe. The European 60,000

market has conﬁ rmed its dynamism and set a new record for the 40,000 number of photovoltaic installations, accounting for over 80% of the 20,000

photovoltaic market in 2008. 0 While Germany to date remains the world’s largest market and 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 has made a signiﬁ cant contribution to the development of solar Source: Emerging Energy Research/EPIA. photovoltaic, the ramp-up in new markets such as Spain and Italy has gained pace. During 2008, Spain became the most active market worldwide, with an increase in installed capacity of 2,511 MWp,

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According to Emerging Energy Research, the rapid growth observed In Europe, the Group’s principal competitors include developers of over the past few years is expected to continue, with the total solar photovoltaic projects (primarily German operators), wind energy photovoltaic capacity installed annually around the world adding developers that have decided to move into the solar photovoltaic up to more than 20,000 MWp out to 2020 and thus lifting global segment and established electricity producers and/or distributors, installed capacity to over 160,000 MWp by around 2020. Growth such as Enel of Italy and Acciona of Spain. What’s more, the Group’s is likely to be particularly strong in the European Union, North principal rivals include local players Poweo, Séchilienne-Sidec and America and China. The European Union’s share is forecast to reach Solaire Direct, a partner of Caisse des Dépôts et Consignations in 65% in 2020. France, and PPC Renewables in Greece, a subsidiary of national electricity company PPC (Public Power Corporation). Principal players and competitive position In North America, the Group’s principal competitors are US groups in the solar photovoltaic segment SunEdison, SunPower and MMA Renewable Ventures, as well as Optisolar of Canada. The Group believes that it ranks among the leading renewable The move by established electricity companies and ﬁ nancial energies players with the most ambitious goals in the photovoltaic investors into the solar photovoltaic segment is notably attributable segment, since it has set a target of at least 500 MWp in capacity for to the attractive growth prospects and active public support for the its own account by year-end 2012 (see Chapter 12 of this registration industry. document). At 31 December 2009, the Group had a project portfolio totalling 2,910 MWp in solar photovoltaic capacity, including 138.8 MWp under construction.

Economics of a solar photovoltaic project

Ground-based photovoltaic power plants The various stages required to bring a ground-based photovoltaic power plant into service take several months (typically 18 to 24 months), rather than an average of three to six years necessary for a wind farm. There are three key stages: (i) feasibility studies, (ii) moves to secure the land and administrative permits, and (iii) grid connection and construction. The following chart shows the standard timescale for the construction of a ground-based photovoltaic power plant:

1 month 6 to 10 months 12 to 18 months

Feasability Secure land and gain Grid connection and construction studies administrative permits

Insolation measurements Signature of the lease Grid connection

Landscape study Environmental impact study Construction of the photovoltaic plant

Permit applications Testing (notably building permit) Commissioning

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Feasibility studies The photovoltaic power plant plan then moves onto the construction Before a photovoltaic power plant can be built, feasibility and phase, which generally takes around three to six months, subject to insolation studies are conducted over a period of a month on average the grid connection timetable, which may vary from one geographical to assess the existing constraints and potential at the envisaged region to another. This phase begins with authorisation to proceed site, notably any easements covering the land, constraints regarding by the Group’s investment committee and by the Board of Directors connection to the local power grid and various environmental and exercise of the option to lease secured during the origination/ constraints, in particular those covering the fauna and fl ora. development phase. Average annual insolation at the envisaged site is the most Financing also needs to be arranged at the same time for construction important selection criterion because it determines the future of the power plant. Financing is generally obtained in the form photovoltaic power plant’s potential output. The annual revenues of limited or no recourse project fi nance. Negotiations with the per MWp generated by a facility may vary signifi cantly according lending banks establish the proportion of equity to be contributed to insolation across the geographical regions in which the Group to the vehicle, the detailed terms and conditions of the debt to be is present. arranged (see section 4.4.3 of this registration document). Given the modest size of each project, a portfolio of several projects is The Group’s teams of developers opt in priority for sites on fl at generally built so that the corresponding fi nancing can be arranged. terrain of limited agricultural value (preferably wasteland or To this end, the Group entered into a preliminary agreement with a disused industrial site) with a minimum surface area of 8 to the European Investment Bank (EIB) to fi nance a portfolio of solar 10 hectares located as close as possible to a public grid substation. energy projects in France and Italy at a cost of €1.2 billion (see In particular, the Group endeavours to restrict the agricultural space section 6.5.2.1 (c) of this registration document). it occupies and to reduce the visual impact of its facilities on the landscape (see section 6.8 of this registration document). Aside from the development costs in the strict sense of the term, the capital cost of a photovoltaic project includes various components. In addition, although a public hearing is not always formally This predominantly comprises the cost of photovoltaic panels and required by the local authorities, the Group organises at its own the balance of the system, which consists of the delivery of the initiative public meetings to inform people living nearby and local various technical components, such as support structures for the elected offi cials and to foster public acceptance of the solar power panels, electrical cabling, electronic power systems (inverters) plant plan. delivering alternating current from a direct current power source, Aside from these physical criteria, the existence of a supportive the power output unit and all the related installation costs. electricity feed-in tariff set by the public authorities also plays a key The Group selects suppliers on the basis of the quality of their role in determining the location of power plants (see section 6.7 of products, delivery times and fi nancial terms and conditions. In this registration document). some cases, the Group forges special partnerships with certain Securing the land and obtaining licences suppliers, such as those agreed with certain photovoltaic panel and building permit manufacturers (see Chapter 22 of this registration document) and with German inverter producer SMA Technologie AG, one of the key The development of a photovoltaic power plant starts with moves players in this market. to secure the land. After identifying a location for the photovoltaic power plant, the Group signs an option to lease to safeguard its This construction phase ends with performance testing over a period availability. These options to lease generally run for a period of of several weeks to make sure that the power plant is functioning three years (renewable for another two years) with no indemnity in properly before it enters service. the event that a lease is not executed. Once it has been commissioned, the Group generally handles the After securing the land, the Group handles the formalities required operations & maintenance itself. To this end, it needs to monitor the to gain the various permits and licences (purchase obligation performance of the panels and to conduct preventive and remedial certifi cates, operating licence, etc.) and the building permit required maintenance tasks. Aside from operations & maintenance costs, the to build the facility. This phase takes between six and ten months power plant’s operating costs include rent for the land, insurance on average. To this end, a fi le containing the technical plans for the costs and various taxes. envisaged photovoltaic power plant and the environmental impact study is handed over to the competent local authorities for review. Photovoltaic power plants on large roof arrays Connecting the power plant to the public grid The principal stages in the construction of a roof array photovoltaic and construction power plant are similar to those for a ground-based facility. On average, they take 12 to 18 months to complete. In parallel to these administrative formalities, the Group requests quotes for connection to the local electricity transmission and First of all, the Group conducts the search for an adequate south- distribution grids (such as those operated by EDF or RTE in France facing site, taking into account the slope of the roof, any possible or by the leading utilities in the United States) and reviews the shade that may hide the path of the sun and the solidity of the technical and fi nancial proposals it receives. The Group then building structure. The Group’s teams of developers opt in priority signs a connection and operating agreement with the electricity for roofs with a large surface area (such as plant or supermarket distributor or transmission operator outlining the terms of the roofs). future photovoltaic power plant’s connection to the grid.

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After identifying the roof on which the future photovoltaic power Once the statement of conformity for the photovoltaic installation plant will be built, the Group signs a lease averaging 20 years with has been obtained, the Group signs the electricity grid connection the roof owner. contract. This connection contract confi rms that the photovoltaic installation is technically suitable for connection to the grid in line The formalities for securing the various licences and permits are then with the quality, safety and reliability standards in force. carried out, notably including a statement of works for the relevant local authorities for existing buildings (or, where appropriate, a The installation work for the power plant incorporates in turn building permit for new structures), an application for a certifi cate (i) work to cover and seal the roof area, which takes two to four to qualify for the purchase obligation, an operating licence and a months for large roof arrays (i.e. surface area of over 3,000m2), (ii) request for a connection to the public electricity distribution grid. connection of all the panels to each other and connection of the panels to the inverters, and (iii) connection between the power Once these requisite permits and licences have been granted, plant and the distribution grid, which may take up to six months, the photovoltaic panels are installed. They may be incorporated depending on which grid is chosen. on a facade, added to an existing construction by fi tting them on an inclined roof, laid on a roof terrace chassis or even used as At 31 December 2009, the Group holds a portfolio of photovoltaic replacement building materials for the roof in the strict sense of the facility projects under development of 2,910 MWp, of which term. 139 MWp is under construction, 174 MWp has been authorised and 2,597 MWp is under development.

6.4.3 HYDRO ENERGY: A MATURE TECHNOLOGY THAT CONTINUES TO HARBOUR OPPORTUNITIES

Hydro is the oldest and still the leading source of renewable energy, is approaching its theoretical maximum potential in industrialised with electricity generation running at close to 3,247.3 TWh in 2008 countries. Installed capacity in the small hydro energy segment (Source: 11th inventory, Worldwide generation of electricity from has not signiﬁ cantly evolved in recent years because new projects renewable sources, 2009, EurObserv’ER). Hydro covers a wide frequently run up against complex administrative procedures and variety of plants, ranging from small hydro units with output of less regulatory barriers. Nevertheless, there is signiﬁ cant potential for than 10 MW, to large hydro facilities with output of up to several rehabilitating small hydro plants and increasing their power output gigawatts. and yield, as more than two-thirds of current facilities have been in service for over 40 years. In Europe, the future and the potential Unlike the other renewable energy sources, hydro is highly of the segment will depend on strong political determination to dependent on geography. In Europe, more than 80% of the installed overcome administrative barriers to create a favourable regulatory base is in countries with terrain suited to this type of energy, environment for hydro. including Italy, France, Spain, Germany and Sweden. Despite its potential, hydro energy has the slowest growth of any of the renewable sources of electricity. The large hydro energy segment

The following table shows the volume of hydro power produced in 2008 in the countries with the most signiﬁ cant installed capacity:

Country 2008 generation (TWh) Share of worldwide generation

China 582.3 17.9% Canada 372.5 11.5% Brazil 365.4 11.3% United States 277.2 8.5% Russia 182.7 5.6% Norway 140.5 4.3% India 113.1 3.5% Venezuela 86.7 2.7% Japan 81.4 2.5% Sweden 69.9 2.2% Rest of the world 975.6 30.0% WORLD 3,247.3 100.0%

Source: 11th inventory, Worldwide generation of electricity from renewable sources, 2009, EurObserv’ER.

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The Group is active both in the small hydro segment in France and signiﬁ cantly. In Bulgaria, the market is maturing, and further in the large hydro segment in Bulgaria (see section 6.5.3 of this development will depend on the regulatory environment stabilising registration document). This segment is experiencing only modest in that country. growth in France and, in the Group’s view, is unlikely to expand

6.4.4 BIOMASS ENERGY: A STILL DEVELOPING SEGMENT

Biomass technology makes it possible to generate electricity using obtain a gaseous fuel. This technology offers a very wide scope of plant matter from agriculture or forestry (in addition to other ways applications. It is of particular interest for energy extraction because of harnessing biomass, including burning it for heat and using it it overcomes certain constraints associated with solid fuels and can to produce biofuels). Biomass resources are diverse. They include attain higher yields, particularly in low-power facilities. Gasifi cation wood, agricultural by-products (such as grape pulp, residue of techniques that promise higher performance are in the initial pressed olives and residue from sugar cane), traditional agricultural testing stage, and small-scale gasifi cation units of a few megawatts produce (such as tomato residue) and organic household and farm are currently being operated as demonstration plants. waste. The key factor for the development of the biomass segment During 2008, the generation of primary energy from solid biomass is the renewable nature of the plant matter, since this means that (wood, waste timber and other solid plant and animal waste) came there is no long-term risk of shortages. The decision on whether to 68.7 million tonnes of oil-equivalent (m toe) in Europe, i.e. to set up a biomass plant must take into account the raw materials 1.5 million toe more than in 2007. This increase was twice as large supply chain, and in particular the proximity, cost and quality of the as between 2006 and 2007 (up 0.7 million toe), a period that was relevant materials. marked by exceptional climate conditions (Source: Barometer of Biomass combustion is a technology for producing electricity that solid biomass, Solar Systems, December 2009, EurObserv’ER). achieves optimum yield when used in the form of cogeneration, During 2010, consumption of solid biomass in Europe is set to i.e. for simultaneous generation of heat and electricity. In addition exceed 75 million toe (of which 1.6 million toe in net imports from to combustion, another technology that is used with biomass is outside the European Union (Source: Barometer of solid biomass, gasifi cation. Gasifi cation consists of the thermal decomposition Solar Systems, December 2009, EurObserv’ER)). of solid materials in the presence of a reactive gas (such as air) to

The following table shows the principal countries generating electricity from biomass in 2007 and 2008 (in TWh):

Country 2007 generation (TWh) 2008 generation (TWh)

Germany 9,759 10,311 France (1) 8,545 8,959 Sweden 8,441 8,303 Finland 7,238 7,146 Poland 4,709 4,739 Spain 4,232 4,339 Austria 3,743 3,934 Romania 3,304 3,400 Portugal 2,808 2,785 Czech Republic 1,948 1,961 Italy 1,707 1,911 Latvia 1,532 1,468 Denmark 1,464 1,389 Hungary 1,146 1,194 TOTAL EUROPEAN UNION 67,188 68,709

(1) Including French overseas departments. Source: Barometer of solid biomass, Solar Systems, December 2009, EurObserv’ER.

The Group is active in the biomass segment in Spain, where it has a 26 MW facility (use of olive pulp) (see section 6.5.4 of this registration document).

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6.4.5 THERMAL GENERATION AND COGENERATION FROM FOSSIL FUELS

Cogeneration consists of a set of generation techniques delivering segment will be contingent upon several regulatory, contractual and thermal energy and mechanical energy simultaneously, with the tariff-related barriers being overcome. A large number of operators latter generally being used to generate electricity by means of an are active in the cogeneration market, including Elyo and Dalkia. alternator. The size of these systems varies, from several tens of Cogeneration is one of the Group’s original business activities kilowatts to several hundreds megawatts of power. and is conducted exclusively in France. It was developed prior to In France, the aggregate installed capacity of cogeneration plants the acquisition by EDF of an equity stake in the Group’s capital. did not change appreciably during 2007 compared with 2005, The Group’s thermal and cogeneration installed capacity stood at standing at 5,000 MW (Source: French Senate, Report entitled 57.1 MW at 31 December 2009 (see section 6.5.5 of this registration “Approvisionnement électrique: l’Europe sous tension” (Electricity document). supplies: tension in Europe)). Renewed growth in the cogeneration

6.4.6 DISTRIBUTED RENEWABLE ENERGIES

Distributed renewable energy systems combine renewable Since 2008, the Group has actively built up its presence in the energies with energy control in buildings. This business activity distributed renewable energies sector in France together with EDF, is experiencing very substantial growth owing to the rising cost of targeting distributed solar photovoltaic as a priority, as well as heat the fossil fuels needed to heat water and buildings, government pumps and wood-fi red energy (see section 6.5.6 of this registration incentives to promote control of energy consumption and the document). development of more effective technologies. Distributed photovoltaic, which can deliver a substantial The technologies considered for this purpose are as follows: improvement in the energy effi ciency of buildings, was made a priority at the Grenelle environmental summit in France. Against ➤ distributed solar photovoltaic: solar photovoltaic panels on this backdrop, according to Enerplan (French solar energy trade the roof or facade of buildings produce electricity sold to the association), the photovoltaic market in mainland France could grow electricity grid; to a total of 13.4 GWp by year-end 2020 in the construction sector ➤ heat pumps: these are thermodynamic systems that “pump” alone (combining the potential for new and existing buildings). The free calories from the surrounding air, water or ground into the following table shows trends forecast in the photovoltaic market for building to provide space heating or hot water. These effi cient new and existing buildings between 2009 and 2020: systems consume several times less electrical energy than the heat energy they provide; and Capacity (MWp) 14,000 ➤ wood-fi red energy: space heaters, inserts and closed-chamber fi replaces are installations that can be used to heat air or supply 12,000 heat to a central heating system; they burn wood in the form of 10,000

logs or granules; and 8,000

➤ solar thermal: water heated using the sun’s radiation in heat- 6,000 exchange panels on the roof of the building or on the ground is 4,000 used to produce sanitary hot water in a ﬂ exible hot water tank and/or to heat the building by circulating it through an underﬂ oor 2,000 heating system. 0 2009 2010 2011 20122013 2014 2015 2016 2017 2018 2019 2020 At present, the market for these renewable energies solutions is growing rapidly, but still relatively compartmentalised between the Cumulative total Total various sub-segments. Source: Enerplan.

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6.4.7 BIOFUELS

The biofuels segment has two main sub-segments, namely Bioethanol accounted for 18% of the energy content of biofuels bioethanol and biodiesel. Bioethanol is produced by fermenting the dedicated to the transportation sector within the European Union sugar produced from cereal crops, sugar cane or beet. Biodiesel is in 2008, trailing behind biodiesel (78%) and ahead of other biofuels produced from oleaginous plants, such as soya, colza or sunﬂ owers. (4%, vegetable oil and biogas). Between 2007 and 2008, bioethanol consumption increased by 47%, while biodiesel consumption The biofuels market is currently enjoying strong expansion. For jumped by 34%. example, consumption in the European Union went up from just under 3 million toe (tonnes of oil equivalent) in 2005 to close France was again the second-largest consumer of biofuels in Europe to 5.3 million toe in 2006 then to almost 7.7 million toe in 2007, during 2008. Consumption went up by more than 60% between reaching the 10 million toe mark in 2008 (an increase of 28.5% 2007 and 2008, with biodiesel accounting for 83% and bioethanol compared with 2007). These efforts increased the percentage of for 17%. This increase was primarily attributable to strong political total fuel consumption in the transportation sector accounted for determination to expand the sector (Source: Biofuels barometer, by biofuels to around 3.3% at year-end 2008 from 1.8% in 2006, Solar Systems, July 2009, EurObserv’ER). more than half-way towards the target set in the European directive During 2007, the Group established a position in the biofuels sector on biofuels of 5.75% by 2010 (Source: Biofuels barometer, Solar by acquiring a shareholding in one of the principal ethanol players Systems, July 2009, EurObserv’ER). (see section 6.5.7 of this registration document).

6.4.8 BIOGAS

Appealing from an environmental and energy production with 2007 (Source: State of renewable energies in Europe, Ninth perspective, biogas is attracting interest from more and more EU inventory, EurObserv’ER, 2009). The Group moved into this market countries, which are developing ways of harnessing it geared to during 2007 by acquiring a majority shareholding in Verdesis (see their potential. During 2008, biogas production in Europe came section 6.5.8 of this registration document). to nearly 6.5 million tonnes of oil equivalent, up 4.4% compared

6.5 Description of the Group’s principal business activities

EDF Energies Nouvelles operates in the renewable energies market, Aside from its electricity generation activities, the Group is also with a particular emphasis on green electricity generation. Although active in the Development and sale of structured assets, which wind energy has been the traditional focus of its development and consists in developing and building wind and solar energy projects solar photovoltaic recently became its second expansion priority, for third parties. Lastly, together with EDF, it is developing its the Group is also present to varying degrees in other segments of presence in the distributed renewable energies sector, with the renewable energies market, principally small hydro, biomass, distributed solar photovoltaic as its priority. biofuels, biogas and marine energies. It also operates a longstanding At 31 December 2009, the Group had an installed capacity of business in cogeneration and thermal power produced from fossil 2,945.5 MW (including 2,257.0 MW held for its own account), as fuels, although this sector is no longer a focus for development. well as a portfolio of projects under development representing total The Group is present in Europe, notably in France, Italy, the United capacity of more than 17,500 MW, including 859.6 MW (467.2 MW Kingdom, Portugal, Greece, Bulgaria, Spain, Turkey, Germany and to be held for its own account) under construction. Belgium, as well as in North America (United States, Canada and Mexico) and India. During 2009, the Group’s installed capacity increased by 670.2 MW, representing an increase of 29.5% compared with 2008. In addition, the capacity held for its own account moved up by 34.4% to 577.7 MW.

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A breakdown by segment of the Group’s gross installed capacity A geographical breakdown of the Group’s gross installed capacity (excluding power plants sold) at 31 December 2009 is shown in the (excluding power plants sold) at 31 December 2009 is shown in the following chart: following chart:

16.1% 1.9% 90.0% France Cogeneration- Wind Thermal 35% 0.9% North America Biomass 48.9% 4.4% Rest of Europe Hydro 2.7% Solar PV

6.5.1 WIND ENERGY

Wind energy is the Group’s principal activity, accounting for EDF Energies Nouvelles’ wind energy activities in France are 82.4% of its electricity sales in 2009. At 31 December 2009, the conducted by EDF EN France, a wholly-owned subsidiary. EDF EN Group operated 2,650.0 MW of installed wind energy capacity France develops, builds and operates wind farms for its own account. (2,032.6 MW of which it owned), representing 90% of its total Its current portfolio of wind farms in service or under construction is installed capacity. In addition, it had a development pipeline of wind highly diversifi ed in terms of both size (between 1.5 MW and 87 MW) energy projects representing total capacity of close to 14,573 MW, and geographic location. EDF EN France is backed up by teams of including 713.4 MW under construction (452.4 MW of which is due experienced engineers, some of whom are assigned to regional to be held for its own account). units, notably Béziers in the Hérault department and Toulouse in the Haute-Garonne department. During 2009, the Group commissioned an additional 619.4 MW in gross capacity (excluding facilities sold in connection with the Furthermore, the Group commissioned a maintenance unit at Development and sale of structured assets), representing an Fresnay l’Évêque in the Eure-et-Loir department, which also increase of 30.5% compared with 2008 or a rise of 529.6 MW in net serves as a maintenance hub for Reetec (see section 6.5.11 of this capacity. registration document). Recent developments 6.5.1.1 Europe During the fi rst half of 2009, the Group commissioned two wind In Europe, the Group is present in eight countries, primarily in France farms: and southern Europe (Portugal, Italy, Greece, Turkey), but also in ➤ the Fiennes wind farm (Pas de Calais), with fi ve 2.3 MW turbines, the United Kingdom, Germany and Belgium. At 31 December 2009, giving it 11.5 MW in total capacity; and the Group’s wind farms in Europe accounted for 62.2% of its total ➤ the Sauveterre wind farm (Tarn), with six 2 MW turbines, giving it installed wind energy capacity. 12.0 MW in total capacity. (a) France During the second half of 2009, the Group commissioned fi ve wind farms: France is the Group’s original market. It installed its fi rst low-power wind farms (40 turbines, capacity of 60 kW each) during 1999 in ➤ the Bonneval wind farm (Eure-et-Loir), with eight 3 MW turbines, Petit Canal in Guadeloupe and its fi rst high-power wind farms (20 giving it 24 MW in total capacity; turbines of 600 kW each) during 2000 in Ersa and Rogliano in Upper ➤ the Veulettes wind farm (Seine-Maritime), comprising four 2 MW Corsica. Between 2000 and 2008, the Group’s total wind energy turbines, giving it 8 MW in total capacity; capacity installed in France went up from 2.4 MW to 263.4 MW, representing a hundred-fold rise in installed capacity (the average ➤ the Castanet wind farm (Hérault), with 13.8 MW in capacity based unit capacity of turbines now stands at between 2 MW and 3 MW). on its six 2.3 MW turbines. The Group is set to retain 11.5 MW, with the remaining capacity (2.3 MW) sold in December 2009 as With 368.4 MW in installed capacity at 31 December 2009 (324.8 MW part of its Development and sale of structured assets business; for its own account), wind energy represented around 78% the Group’s total electricity generation capacity in France. In addition, ➤ the Barthes wind farm (Haute-Loire), comprising six 2 MW the Group developed and built wind farms with 112.2 MW in total turbines, giving it 12 MW in total capacity; and capacity in connection with its Development and sale of structured ➤ the Bassin de Thau wind farm (Hérault), with 26 MW in capacity assets business (see section 6.5.10 of this registration document). based on its thirteen 2 MW turbines.

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At 31 December 2009, the Group’s portfolio of wind farms in service in France was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Petit Canal 1 (Guadeloupe) 2.4 March 1999 50% Ersa–Rogliano (southern Corsica) 12.0 November 2000 100% Petit Canal 2 (Guadeloupe) 3.3 December 2001 100% Petit François (Guadeloupe) 2.2 December 2002 100% Petit Canal 3 (Guadeloupe) 1.5 April 2003 100% Bouin-Cote de Jade (Vendée) 12.0 July 2003 90% Oupia (Hérault) 8.1 April 2004 96% Sainte Rose (Reunion Island) (1) 6.3 December 2004 0% Aumelas-Conques (Hérault) 12.0 December 2005 100% Lou Paou (Lozère) 2.0 December 2006 100% Luc-sur-Orbieu (Aude) 12.0 October 2007 100% Villesèque (Aude) 50.6 July 2008 100% Salles-Curan (Aveyron) 87.0 November 2008 69% Chemin d’Ablis (Eure-et-Loir) 52.0 November 2008 100% Fiennes (Pas-de-Calais) 11.5 March 2009 100% Sauveterre (Tarn) 12.0 April 2009 100% Veulettes (Seine Maritime) 8.0 September 2009 51% Bonneval (Eure et Loir) 24.0 August 2009 100% Castanet (Hérault) 11.5 September 2009 100% Les Barthes (Haute-Loire) 12.0 October 2009 100% Bassin de Thau (Hérault) 26.0 November 2009 100% TOTAL 368.4 N.A. N.A. TOTAL - GROUP SHARE 324.8 N.A. N.A.

(1) Wind farm wholly owned by third party investors, but fully consolidated by the Group to reflect the options to sell granted by said investors covering the entirety of their shareholdings to the Group and which have to be exercised in 2012.

At 31 December 2009, the Group had a portfolio of 1,146 MW in projects under development, including 60 MW under construction. At 31 December 2009, the wind farms under construction for the Group’s own account were as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Corbières Méditerranée (Aude) 23.0 1st quarter 2011 100% Les Barthes – Sagne Plonne (Haute-Loire) 4.0 1st quarter 2011 100% Fraisse sur Agout (Hérault) (1) 23.0 - 100% TOTAL 50.0 N.A. N.A. TOTAL - GROUP SHARE 50.0 N.A. N.A.

(1) The building permit for the Fraisse sur Agout wind farm was subject to a legal challenge that, if successful, would cancel its permit (see section 20.5 of this registration document).

The Group is also building the 10 MW Canton du Quesnoy wind farm as part of its Development and sale of structured assets activities.

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(b) Portugal the Environment and former MEP. Between 1 January 2005 and 31 December 2009, the Group built and commissioned close to The Portuguese domestic wind energy market is highly 460 MW in capacity in central and northern Portugal. It is now concentrated, with the top ﬁ ve operators in terms of their installed focusing on operating its facilities in this mature country in terms of capacity accounting for 67% of wind energy capacity in service. wind energy development. Through its wholly-owned subsidiary EDF EN Portugal, the Group fourth in the installed capacity league table, with market share Recent developments of 9% at 31 December 2009 (Source: Inegi-Parques Eólicas em During 2009, the Group completed the second tranche of the Portugal study, 2009). The Group is run by a management team construction of the Arada wind farm (112 MW), which is wholly- with extensive experience in the renewable energies sector led owned by the Group. The corresponding 20 MW was commissioned by Carlos Pimenta, a former Portuguese Secretary of State for during January.

At 31 December 2009, the Group’s portfolio of wind farms in service in Portugal was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Cabreira (Viseu) 37.8 September 2002 100% Cabreira (extension) (Viseu) 4.0 October 2005 100% Espiga (Alto Minho) 6.0 October 2005 50% Cerveirenses (Alto Minho) 10.0 November 2005 42.5% Montemuro (Viseu) 10.0 November 2005 100% Centro (Viseu) 40.0 March 2006 29.7% Arga (Alto Minho) 36.0 June 2006 50% Ventominho (Phase 1) (Alto Minho) 152.0 March 2008 42.5% Ventominho (Phase 2) (Alto Minho) 40.0 June 2008 42.5% Ventominho (Phase 3) (Alto Minho) 48.0 December 2008 42.5% Arada (Phase 1) (Viseu) 92.0 July-December 2008 100% Arada (Phase 2) (Viseu) 20.0 January 2009 100% TOTAL 495.8 N.A. N.A. TOTAL - GROUP SHARE 302.9 N.A. N.A.

At 31 December 2009, the Group had a portfolio of 198 MW in projects under development in Portugal.

(c) Greece The Group also holds a 75% shareholding in Greek company RETD, which has developed wind energy projects on behalf of EDF Present in Greece since 2004, the Group has conducted an active Energies Nouvelles since 2004, as well as solar energy projects. It policy of acquisitions and partnerships with Greek companies, has also set up a joint venture with PPC Renewables, 51%-owned including the national electricity company Public Power Corporation by EDF Energies Nouvelles and 49%-owned by PPC Renewables, to (PPC), which has rapidly lifted it to second spot in the Greek wind- build and operate new wind farms, including ﬁ rst of all the Viotia generated electricity rankings. 2 facility, which was contributed by the Group to the joint venture During 2005, the Group purchased the wind energy activities and entered service in 2009. A similar structure was used for Quest of Greek group Ktistor, which have since been pooled into EEN Energy, a joint venture between Quest and the Group. Hellas, a subsidiary of EDF Energies Nouvelles based in Athens. EEN Hellas is still run by the longstanding manager of Ktistor’s Recent developments wind energy business, namely Georges Fakidis, who also owns a In 2009, the Group became the second-largest player in the Greek 25% interest in EEN Hellas’ share capital. EDF Energies Nouvelles wind energy market in terms of installed capacity (Source: Hellenic and Mr Fakidis entered into a shareholders’ agreement, pursuant Wind Energy Association). to which Mr Fakidis holds an option to sell this shareholding from During 2009, the Group commissioned the Viotia II wind farm, 20 October 2010 onwards. After 20 October 2011, this option may be which has 38 MW in installed capacity and is located in Beotia, exercised without any conditions. In return, EDF Energies Nouvelles north-west of Athens. Equipped with 19 turbines each with 2 MW in holds an option on its shareholding, which may be exercised at any unit capacity, the wind farm is 52.2%-owned by the Group, with the time. remainder owned by PPC Renewables.

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At 31 December 2009, the Group’s portfolio of wind farms in service in Greece was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Didimon (Peloponnese) 36.0 January 2006 100% Rovas (Crete) 9.4 March 2006 90.2% Proﬁ tis Ilias (Peloponnese) 38.0 December 2006 (1) 100% Perdikovouni (central Greece) 24.0 August 2007 100% Kalyva (central Greece) 12.0 August 2007 100% Imerovigli (Ionian islands) 30.0 February 2008 90% Viotia 2 (Beotia) 38.0 September 2009 52.2% TOTAL 187.4 N.A. N.A. TOTAL - GROUP SHARE 165.3 N.A. N.A.

(1) 8 MW was commissioned in March 2008.

At 31 December 2009, the Group had a portfolio of 1,286 MW in projects under development in Greece, including 140.6 MW under construction. The wind farms under construction were as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Skopies (Central Greece) 18.0 1st quarter 2010 95.0% Fokida 2 (Central Greece) 23.0 3rd quarter 2010 98.8% Mousouron (Crete) 2.6 3rd quarter 2010 50.0% Trikorfo (Central Greece) 24.0 3rd quarter 2010 100.0% Fokida 3 (Central Greece) 23.0 4th quarter 2010 98.8% Lefkes (Peloponnese) 30.0 4th quarter 2011 100.0% Belecheri (Peloponnese) 20.0 4th quarter 2011 100.0% TOTAL 140.6 N.A. N.A. TOTAL - GROUP SHARE 137.8 N.A. N.A.

In March 2010, the Group commissioned the Skopies wind farm (18.0 MW)

(d) United Kingdom the company with the benefi t of its development expertise and enables it to benefi t from the terms of its framework agreements for A presence in the form of partnerships turbine purchases (see Chapter 22 of this registration document). EDF Energies Nouvelles fi rst acquired a presence in the United For its part, EDF Energy purchases the electricity generated by the Kingdom in 2002 through its purchase of enXco. Between 2006 joint venture’s assets under a power purchase agreement. and 2009, the Group commissioned over 140 MW in facilities in the Recent developments United Kingdom. In 2009, the Group commissioned the Long Park wind farm in Since 2008, the Group has been working with EDF Energy, EDF’s Scotland. The 38 MW facility is equipped with 19 turbines, each with UK subsidiary that is now the leading electricity distributor in the 2 MW in unit capacity. The project was developed and built by EDF United Kingdom, via a joint venture called EDF Energy Renewables. Energy Renewables. EDF Energy Renewables is jointly owned by EDF Energies Nouvelles (50%) and by EDF Energy (50%). EDF Energies Nouvelles provides

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The Group’s portfolio of wind farms in service in the United Kingdom at 31 December 2009 was thus as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Cold Northcott (Cornwall) 6.6 April 1993 100% Great Orton (Cumbria) 4.0 December 1999 100% Cemmaes (Wales) 15.3 March 2002 100% Llangwyryfon (Wales) 9.3 October 2003 100% Glassmoor (Eastern England) 16.0 June 2006 100% Deeping Saint Nicholas (Eastern England) 12.0 (1) June 2006 100% Red House (Eastern England) 12.0 June 2006 100% Red Tile (Eastern England) 24.0 April 2007 100% Walkway (North-eastern England) 14.0 June 2008 50% Bicker Fen (Eastern England) 26.0 September 2008 50% Long Park (Scotland) 38.0 November 2009 50% TOTAL 177.2 N.A. N.A. TOTAL - GROUP SHARE 138.2 N.A. N.A.

(1) Part of the wind farm (4 MW) was sold in 2009, reducing its installed capacity from 16 MW to 12 MW.

At 31 December 2009, the Group had a portfolio of 761 MW in projects under development in the United Kingdom, including 50 MW under construction. The wind farms under construction were as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Rusholme (Yorkshire) 24.0 2nd quarter 2010 50% Burnfoot Hill (Scotland) 26.0 1st quarter 2011 50% TOTAL 50.0 N.A. N.A. TOTAL - GROUP SHARE 25.0 N.A. N.A.

(e) Italy the Monte Grighine wind energy project in Italy and a long-term partnership. The total cost of the deal amounted to €63 million. EDF Energies Nouvelles has been present in Italy since 2001 via its subsidiary EDF EN Italia, under the leadership of Armando Manca di The Monte Grighine wind energy project, which was developed by Villahermosa, who is a specialist in independent power production. Greentech in Sardinia, will be the largest wind farm in Italy with 43 The development of the Group’s portfolio, which was conducted turbines and a total installed capacity of 98.9 MW. The wind farm is until 2008 together with a local operator, is now being pursued by currently under construction. The ﬁ rst tranche of the facility, with the Group on its own. 25.3 MW in capacity, was commissioned in December 2009, and the remaining 73.6 MW is set to enter service in the second quarter of 2010. Recent developments The partnership agreement gives the Group the option of In June 2009, the Group commissioned the 32 MW Minervino wind establishing a 50% interest in all the projects in Greentech’s farm, which is located close to Bari in Puglia. This facility, which portfolio in Italy and Poland, which together represent around is equipped with 16 turbines each with 2 MW in capacity, was the 850 MW (including 184 MW in Poland). This option also covers all ﬁ fth to be commissioned by the Group in Italy and the second in the the other projects to be developed by Greentech in the future and Puglia region. It is jointly owned by EDF EN Italia and a local partner. construction of which is ready to be launched by the end of 2012. In 2009, the Group also entered into an agreement with Danish company Greentech Energy Systems A/S, a European wind farm developer. This deal covers the acquisition of a 50% interest in

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At 31 December 2009, the Group’s portfolio of wind farms in service in Italy was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Nurri (Sardinia) 22.1 November 2004 47.5% Andretta Bisaccia (Campania) 70.0 July 2005 47.5% Sant’Agata (Puglia) 72.0 March 2007 47.5% Campidano (Sardinia) 70.0 November 2008 47.5% Minervino (Puglia) 32.0 June 2009 47.5% Monte Grighine (Sardinia - Phase 1) 25.3 December 2009 47.5% TOTAL 291.4 N.A. N.A. TOTAL - GROUP SHARE 138.4 N.A. N.A.

At 31 December 2009, the Group had a portfolio of 769 MW in projects under development in Italy, including 147.6 MW under construction. The wind farms under construction were as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Monte Grighine (Sardinia - Phase 2) 73.6 2nd quarter 2010 47.5% Bonorva (Sardinia) 74.0 4th quarter 2010 95.0% TOTAL 147.6 N.A. N.A.

(f) Turkey in installed capacity at year-end 2009, Turkey has wind energy resources estimated at close to 48,000 MW (Source: EWEA/Turkish In 2008, EDF Energies Nouvelles holds a 50% interest in the share Wind Energy Association). It boasts highly propitious natural capital of Polat Enerji, one of the principal wind energy developers conditions for both wind and solar energy. in Turkey. Polat Enerji has three wind farms in service with a total of 94 MW This move enabled the Group to establish a position in the Turkish in capacity, as well as another 34.2 MW facility under construction. market by teaming up with a well-known and experienced local The Burgaz and Sayalar facilities are 50%-owned by the Group, with partner with a solid industrial presence, as well as extensive the other half of the capital held by a local business. knowledge of the regulatory environment. With over 800 MW

At 31 December 2009, Polat Enerji’s portfolio of wind farms in service in Turkey was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Burgaz (Dardannelles) 14.8 September 2007 25.0% Sayalar (Manisa) 34.2 July 2008 25.0% Soma (Phase 1) 45.0 December 2009 50.0% TOTAL 94.0 N.A. N.A. TOTAL - GROUP SHARE 34.8 N.A. N.A.

In addition, at 31 December 2009, Polat Enerji held a portfolio of consortium. The Group now owns an 18.3% interest in C-Power projects under development in Turkey representing 240 MW in alongside Belgian quasi-governmental companies (Socofe, Ecotech capacity, 34.2 MW of which was under construction. Polat Enerji and Interelectra), Dredging International, a specialist in maritime completed the construction of the 2nd 34.2 MW phase in Soma, construction, and electricity group RWE, to which the Group sold which is scheduled for commissioning in the second quarter of 2010. 2.5% of the capital in 2009. This wind farm, which is due to be built in several tranches, will have (g) Belgium total capacity of 300 MW and is located 30 kilometres off the Belgian EDF Energies Nouvelles has been involved since 2003 in the coast in waters 12 to 25 meters deep. Once all the tranches are in construction of an offshore wind farm of 60 turbines in the North service, the plant will produce an estimated 1 TWh of electricity Sea as part of the Thornton Bank project developed by the C-Power annually. It will be one of the largest offshore wind farms in Europe.

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By 31 December 2009, the fi rst six wind turbines, with capacity A signifi cant and broadly favourable regulatory totalling 30 MW, had been commissioned. Construction of the environment remainder of the wind farm is due to take place out to 2013. With the inauguration of the new administration and the adoption This project gives EDF Energies Nouvelles an opportunity to in February 2009 of the American Recovery and Reinvestment Act participate in one of the largest offshore wind energy projects in (ARRA), wind energy has received even stronger support from the Europe and to acquire know-how for developing other offshore government. Aside from the renewal until 2012 of the Production Tax projects in the region. Credit, which provides a system of income tax credits in proportion to the quantity of wind energy produced, the ARRA has authorised (h) Germany wind energy developers possibly qualifying for the PTC to opt for the Investment Tax Credit (ITC). Under the ITC regime, which was The Group has been present in Germany since 2002 through its previously available only for solar energy projects, investments in wholly-owned subsidiary enXco GmbH. Incorporated in 1995, it wind energy projects can qualify for tax savings representing up became part of the Group as part of the enXco acquisition. to 30% of the cost of the relevant investments. Lastly, the ARRA enXco GmbH currently owns a 3 MW wind energy plant in northern also allows wind energy developers to opt for payment of the ITC Germany (Kropelin) and operates and maintains several wind farms in cash where the construction of the facilities begins before the for other owners. end of 2010. The Hoosier (Indiana) wind farm, which has 106 MW in capacity and was commissioned in November 2009, was eligible (i) Other shareholdings for this regime, as were several smaller solar power plants in New Jersey. India Aside from these federal support measures, certain states have The Group has been present in India since 2002 through a taken measures locally to promote the development of renewable partnership with Batliboi, a family-owned Indian company energies. The most signifi cant of these measures are the mandatory specialised in engineering and industrial equipment. Batliboi renewable energy quotas for utilities known as Renewable Portfolio enXco Ltd, a joint venture in which EDF Energies Nouvelles holds a Standards, (“RPS”). By year-end December 2009, 29 states and 50% shareholding, was formed in 1996 by enXco and Batliboi and the District of Columbia had introduced RPS and other states were became part of the Group in 2002 when EDF Energies Nouvelles organising or considering putting in place such standards. acquired enXco. The principal business activity of Batliboi enXco Ltd, which had 529 employees at 31 December 2009, is wind turbine Importance of the third-party operations & maintenance operation and maintenance. It is currently the largest player in the business Indian market in this sector, excluding turbine manufacturers. enXco is the number one player in third-party operations and maintenance services in the US wind energy sector. At 6.5.1.2 31 December 2009, enXco operated and maintained wind farms North America with capacity totalling close to 4,720 MW in the United States, or In addition to Europe, the Group is established in North America, almost 5,400 turbines. with strong positions in the United States via its enXco subsidiary. enXco’s expertise in operations & maintenance services helps it At 31 December 2009, wind farms in North America (located in the to optimise and safeguard the long-term future of its production United States and Mexico) accounted for 37.8% of the Group’s total assets. This business, which is carried out on behalf of third parties, installed wind energy capacity. is a source of additional recurring income. It generates medium- term contracts and helps to provide a complete service - from the (a) United States development to the management of wind farms - to US electricity companies wishing to own their power-generating facilities. A major player in the US wind energy industry During 2009, enXco signed 11 new O&M agreements with utilities EDF Energies Nouvelles operates in the United States through covering turbines representing over 670 MW in total capacity. enXco, a California-based company acquired in 2002. This acquisition enabled the Group to reach critical mass in the US Future plans for the development business market and provided the benefi ts of enXco’s reputation and and reinforcement of the investment business strengths. enXco, which was founded over 20 years ago, boasts a In addition to its historical operations and maintenance business, leading position across the entire wind energy value chain, including enXco is a major player in the development business, in line with the development, construction, investment and operations & EDF Energies Nouvelles’ strategic and profi tability objectives. enXco maintenance services for its own account (around one-third of its has laid the foundations for an ambitious development strategy business) and for third parties, as well as Development and sale of built on a balanced presence in three segments of the market: structured assets activities (see section 6.5.10 of the registration the development and ownership of facilities, development and document). construction of facilities for third parties (Development and sale enXco’s positions are concentrated in California, the Midwest of structured assets business) and the operation & maintenance (Minnesota, Indiana) and the North West (Oregon, Washington of facilities. This strategy ensures that it is suffi ciently fl exible State). At 31 December 2009, the wind farms in which enXco owned and responsive to meet the diverse needs of different states and shares, had a total capacity of 965.4 MW. It owned 882.3 MW for its participants in the wind energy market. own account. enXco also provides services in Canada. These operations are assuming particular signifi cance given the growth potential for wind

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energy in Canada, where the Group was chosen by Hydro-Québec to For the 2009 fi nancial year, the Group changed the method used to build 954 MW in projects. consolidate some of its wind farms in the United States. This change affected the Fenton (205.5 MW) wind farm, which switched from Recent developments proportional consolidation at a rate of 57.8% to full consolidation During February 2009, enXco commissioned the Shiloh II facility (100%), the Wapsi North (100.5 MW) facility, which went from with a capacity of 150 MW located in Solano County, California. It proportional consolidation at a rate of 87.5% to full consolidation has 75 turbines, each with 2 MW in unit capacity. (100%), and the Oasis (60 MW) plant, which remained proportionally In November 2009, enXco commissioned the Hoosier wind farm consolidated, but at a rate of 50% vs. 23.6% previously. A detailed in Indiana with a capacity of 106 MW. It is equipped with 2 MW presentation of the impact of this change is provided in section 9.2.1 turbines, and the electricity generated is sold under a 20-year of the registration document and in Note 3.4 to the consolidated power purchase agreement with Indianapolis Power & Light. fi nancial statements for the fi nancial year ended 31 December 2009 (see section 20.1 of this registration document).

At 31 December 2009, the Group’s portfolio of wind farms in service in the United States was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Patterson Pass (California) 21.2 March 1985 100.0% DifWind 1 (California) 7.3 December 1985 99.0% DifWind 2 (California) 5.5 December 1985 99.0% enXco 1 (California) 4.8 September 1986 100.0% DifWind 4 (California) 8.4 September 1986 99.0% DifWind 5 (California) 11.8 October 1986 99.0% DifWind 6 (California) 27.0 December 1986 99.0% DifWind 7 (California) 22.0 December 1986 99.0% DifWind 8 (California) 14.9 December 1986 99.5% DifWind 9 (California) 16.0 June 1987 100.0% enXco 4 (California) 18.7 December 1988 100.0% enXco 5 (California) 55.5 January 1990 100.0% Alta Mesa (California) 9.4 February 1995 100.0% Moulton (Minnesota) 2.0 December 2001 100.0% Champepadan (Minnesota) 2.0 December 2001 100.0% Chanarambie (Minnesota) 85.5 December 2003 50.8% Viking (Minnesota) 12.0 December 2003 50.8% Oasis (California) (1) 60.0 December 2004 50.0% enXco 5 bis (California) 9.0 May 2006 100.0% Hawi (Hawaii) 10.6 May 2006 60.0% Fenton (Minnesota) (1) 205.5 November 2007 100.0% Wapsi North (Minnesota) (1) 100.5 December 2008 100.0% Shiloh 2 (California) 150.0 January 2009 100.0% Hoosier (Indiana) 106.0 November 2009 100.0% TOTAL 965.4 N.A. N.A. TOTAL - GROUP SHARE 882.3 N.A. N.A.

(1) Wind farms affected by the change in the method of consolidation used for the Group’s US wind farms, as described in Note 3.4 to the consolidated financial statements for the financial year ended 31 December 2009.

At 31 December 2009, the Group had a portfolio of projects under development in the United States of 8,598 MW (representing over half the size of the Group’s overall portfolio of wind energy projects under development), 251 MW of which was under construction.

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At 31 December 2009, the Group’s wind farms under construction in the United States were as follows:

Capacity In-service Ownership Construction for own account/ Facility (MW) date (%) for third parties

Linden (Washington) 50 MW 2nd quarter 2010 0% for third parties Nobles (Minnesota) 201 MW 4th quarter 2010 0% for third parties TOTAL 251 MW N.A. N.A. N.A.

Termination of the power purchase agreement fi ve wind farms with a total of 954 MW in capacity in Quebec. for the Lakefi eld facility These fi ve facilities, with individual capacity of 74 MW to 350 MW On 1 March 2010, enXco received notice from US electricity company and equipped with 2 MW wind turbines, are due to enter service Indianapolis Power and Light (IPL) that it is cancelling the power between late 2012 and late 2015. purchase agreement (PPA) for the 201 MW Lakefi eld wind energy Saint Laurent Énergies has entered into 20-year power purchase project located in south-west Minnesota, which is in the fi nal stage agreements with Hydro-Québec Distribution covering the electricity of its development. generated by these facilities. Preliminary applications for building On 27 January 2010, the project had received the go-ahead from permits were fi led, which should pave the way for construction of the Indiana Utility Regulatory Commission (IURC). This go-ahead the fi rst facilities to commence in 2011. was based on terms and conditions in line with previous IURC During 2009, the Group and RES Canada entered into a framework authorisations. IPL decided to terminate the aforementioned PPA agreement with REpower securing its supply chain of turbines for unilaterally based on these terms and conditions, without providing these wind farms (see Chapter 22 of this registration document). any explanations. At the date of this registration document, enXco was considering (c) Mexico the best way of protecting its rights and its potential losses under EVM, the Mexican subsidiary of EDF Energies Nouvelles, the PPA. At the same time, the company was looking at various commissioned the 67.5 MW La Ventosa wind farm in March 2010 options including remarketing the project to one or more other (including 37.5 MW in service at 31 December 2009). The facility is electricity companies. equipped with 27 wind turbines, each with 2.5 MW in unit capacity, In line with the Group’s policy, construction of the facility had not provided by US manufacturer Clipper Windpower. yet commenced. A power purchase agreement was signed with the Wal-Mart group covering an initial phase of 15 MW in capacity. Clipper operates and (b) Canada maintains turbines for the fi rst fi ve years, with enXco, the Group’s In May 2008, the Saint Laurent Energies consortium, comprising US subsidiary, taking over after this period. Balance of plant EDF Energies Nouvelles (60%), Quebec-based electricity producer maintenance works (civil engineering and electrical connection) are Hydroméga (20%) and constructor Renewable Energy Systems- performed by enXco. RES (20%), was chosen by Hydro-Québec Distribution to build

6.5.2 SOLAR PHOTOVOLTAIC

During 2008, the Group decided to step up the pace of its expansion by EDF Energies Nouvelles Réparties as part of the development in the solar photovoltaic segment, which became its second of distributed solar photovoltaic projects (see section 6.5.6 of this expansion priority alongside wind energy. It set itself a target of registration document). possessing net capacity for its own account of 500 MWp by 2012 The Group intends to capitalise on the boom in photovoltaic (see Chapter 12 of this registration document). facilities fostered by the supportive national and international The Group is primarily targeting two markets: ﬁ rstly, the policies, notably within the European Union. In most EU member development of ground-based photovoltaic plants and, secondly, states, the feed-in tariff for solar photovoltaic electricity is set by the development of building-integrated power plants in the the public authorities generally over a period of 20 years in order countries in which it is active (France, Italy, Spain, Greece, the United to promote development in this segment (see section 6.7 of this States and Canada), both for its own account and for third parties. registration document). Roof-based facilities with capacity exceeding 150 kWp are carried Solar photovoltaic contributed 1.9% of the Group’s electricity sales out by EDF Energies Nouvelles as part of the development of solar in 2009, which was almost four times higher than in 2008. farms, while those with a capacity of 150 kWp or less are handled

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6.5.2.1 Development in the solar photovoltaic EDF Energies Nouvelles will cover the cost of half the investment and segment underpinned by a dynamic the plant’s start-up costs and in return will receive the plant’s entire policy of securing the supply chain output for the fi rst ten years of its production for its own supply and strategic partnerships chain. First Solar will build and operate the plant. Construction is due to begin in the second half of 2010, with the facility ramping To achieve its target of having at least 500 MWp in net installed up to full speed in 2012. The plant to be located in Blanquefort capacity by 2012, the Group is actively pursuing a policy of (Gironde) is set to create up to 400 jobs in the Aquitaine region of securing its purchases of photovoltaic panels and establishing south-western France and represents a total investment of close to shareholdings upstream and downstream in the photovoltaic €100 million. industry. Furthermore, it sealed a strategic partnership during 2009 with the European Investment Bank to fi nance part of its portfolio of Partnership with Nanosolar photovoltaic projects in France and Italy. During March 2008, the Group sealed a partnership agreement with US company Nanosolar, which employs an innovative technology (a) Measures to secure the photovoltaic panel to manufacture thin-fi lm photovoltaic cells that involves printing supply chain them with Copper-Indium-Gallium-Diselenide (CIGS). Under this agreement, the Group will have access from 2010 to some of The Group’s major priority is to secure its supply of photovoltaic Nanosolar’s output of photovoltaic panels at competitive rates, and panels in a market that has seen the emergence of new technologies. these will be used for its photovoltaic facilities in North America Since 2007, the Group has signed contracts with several suppliers and Europe. In addition, via EDF Energies Nouvelles Réparties, of photovoltaic panels, enabling it secure some of its needs for the the Group also acquired a shareholding in Nanosolar through an 2009-12 period (see Chapter 22 of this registration document). investment worth $50 million (around €31 million). The Group is pursuing a strategy of diversifying its procurement sources at several different levels. For example, it is drawing on (c) Partnership with the European Investment Bank suppliers of photovoltaic panels based on both silicon-based and In December 2009, EDF Energies Nouvelles and the European thin-fi lm technologies. These suppliers are participants in various Investment Bank signed a preliminary agreement concerning different markets (United States, China, Europe) and are active the creation of an innovative funding vehicle for a portfolio of the at all stages in the photovoltaic value chain (silicon production, Group’s photovoltaic projects in France and Italy, representing a cell production, panel production, etc.). They are international total investment of €1.2 billion. The total amount allocated by the companies, such as First Solar (US) and Nanosolar (US) for thin-fi lm EIB stands at €500 million. panels, Unisolar (US) for amorphous silicon panels, and Photowatt (France), Sunpower (US), Yingli (China), Suntech (China) and The investment programme covered by the agreement relates to Solarfun (China) for crystalline silicon panels. In addition, the Group the development by the Group of solar photovoltaic projects over has signed several types of supply agreement, such as one-off the 2010-2012 period. These projects, which are currently under purchases intended to satisfy the Group’s immediate requirements development and under construction, will all be equipped with and orders deliverable in the medium term. the so-called thin-fi lm photovoltaic technology designed by US company First Solar. The fi nancing structure provides that each This strategy of diversifying procurement puts a broad range of project will go ahead jointly with several commercial banks, with photovoltaic panels at the Group’s disposal at all times and gives it each fi nancing package being independent of the others. The EIB’s some degree of independence in its sourcing policy. contribution will represent up to 50% of the total fi nancing for each During 2009, the Group entered into a strategic partnership with project. First Solar to build a solar panel manufacturing plant in France (see Two pilot projects, the ground-based solar facility in Gabardan, section 6.5.2.1 (b) of this registration document). France (three 12 MWp tranches, Landes) and the Loreo ground- based solar plant in Italy (12.5 MWp, Venetia) will be fi nanced (b) Shareholdings and partnerships in the photovoltaic in early 2010 under this preliminary agreement. The fi nancing industry structure to be implemented will then be replicated for each of the The Group also intends to shore up its supply chain by establishing subsequent investments carried out under this programme. This shareholdings in and strategic partnerships with companies active mechanism will help to simplify arrangements for all the other at various different stages in the photovoltaic industry where projects as and when they are built. such arrangements are necessary or provide a strong competitive advantage. Partnership with First Solar During July 2009, EDF Energies Nouvelles and First Solar signed a strategic deal to build France’s largest solar panel manufacturing plant. The plant, which will have an initial capacity of over 100 MWp p.a., will produce solar panels using First Solar’s thin-fi lm photovoltaic technology.

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6.5.2.2 The Group’s photovoltaic power plants France In France, the solar photovoltaic market was traditionally geared At 31 December 2009, the Group had a photovoltaic power plant towards applications at isolated locations. Starting from the late portfolio of over 2,910 MWp in projects under development, 1990s onwards, the French market gradually underwent a shift including 138.8 MWp under construction (94.5 MW to be kept for towards so-called grid-connected applications. The French solar the Group’s own account), 174 MWp authorised and 2,597 MWp photovoltaic market has developed rapidly, but volumes still lag under development. In addition, at the same date, the Group held well below those in its European neighbours and are held back by installed capacity of 80.9 MWp (68.2 MWp for its own account), four the length of time it takes to hook up facilities to the grid. At year- times the size of the capacity held at 31 December 2008. During end 2009, France had installed capacity totalling close to 268 MWp, 2009, the Group commissioned 60.1 MWp in additional gross i.e. almost triple its 2008 level (Source: French environment, energy capacity and 55 MW in net capacity. In 2008, the Group set itself and sustainable development ministry). In addition, in connection a target of achieving by 31 December 2009 a gross solar energy with the Grenelle Environmental Summit, the French renewable capacity installed or under construction of 100 MWp to 150 MWp. energies operating committee (Comop ENR) set a target in 2008 Since the actual fi gure came to 219.7 MWp, it easily exceeded its for France of 1,100 MWp in total installed capacity in the solar objective. photovoltaic segment by 2012 (Source: Comop ENR). Through its teams of developers and its partnerships, the Group is Almost half the capacity installed is located in the French overseas currently expanding in ground- and roof-based solar photovoltaic departments (i.e. Guadeloupe, French Guyana, Martinique, Reunion facilities in six principal countries, namely France, Italy, Spain, Island). This situation is attributable to the tax incentive mechanisms Greece, United States and Canada. put in place and a higher feed-in tariff for photovoltaic-generated (a) Europe electricity than in mainland France (Source: French environment and energy control agency - ADEME). At the date of this registration At 31 December 2009, the Group had 28 power plants in service document, Corsica also had a more favourable feed-in tariff than in Europe with installed capacity totalling 51.5 MWp (including mainland France (see section 6.7 of this registration document). 38.8 MWp held for its own account), accounting for over 63% of the At 31 December 2009, the Group had six photovoltaic power plants Group’s total installed solar photovoltaic capacity. In addition, at the in service in France, with aggregate capacity of 25.9 MWp, all of same date, the Group had a portfolio of facilities under construction which were commissioned during 2008 and 2009. in Europe with capacity totalling 138.7 MWp. During 2009, EDF Energies Nouvelles commissioned the Roseraye In Europe, the Group has expanded in the solar photovoltaic ground-based solar power plant on Reunion Island (10.5 MWp) and segment chiefl y in four countries, France, Italy, Spain and Greece. ground-based facilities at Sainte Tulle (4.1 MWp) and Manosque These EU countries boast insolation and tariff conditions bringing (3.9 MWp) in the Alpes de Haute-Provence department. The healthy profi tability levels within the Group’s reach. Roseraye facility is the largest ground-based photovoltaic power plant in the French overseas departments and territories.

At 31 December 2009, the Group’s portfolio of photovoltaic facilities in service in France was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Narbonne (Aude) 7.1 December 2008 100.0% Montesquieu (Gironde) 0.1 December 2008 100.0% Themis (Pyrénées Orientales) 0.2 December 2008 100.0% La Roseraye (Reunion Island) 10.5 December 2009 100.0% Sainte Tulle (Alpes de Haute-Provence) 4.1 December 2009 100.0% Manosque (Alpes de Haute-Provence) 3.9 December 2009 100.0% TOTAL 25.9 N.A. N.A. TOTAL - GROUP SHARE 25.9 N.A. N.A.

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At 31 December 2009, the Group held a portfolio of photovoltaic Italy projects under development of 1,562 MWp in France (close to half In Italy, numerous small and medium-sized players compete in the the Group’s portfolio of photovoltaic projects under development), solar photovoltaic market owing to the attractive feed-in tariffs including 192 MWp in Corsica and in the French overseas put in place by the public authorities. At year-end 2009, Italy had departments and territories. The Group notably continued to build installed capacity totalling 900 MWp, i.e. more than double its 2008 the Gabardan plant in the Landes department (total capacity set level (Source: GSE). Competition to secure the available land is to reach 76 MWp), partly for third parties and partly for its own strong. In addition, the administrative procedures for obtaining the account (26 MWp). permits and licences required to develop and build a photovoltaic The Group notably draws on its partnership with German company power plant and connect it to the public electricity grid are long and Beck Energy within Colsun, which was founded in December 2008 arduous. and specialises in the construction of ground-based power plants At 31 December 2009, the Group had 19 photovoltaic facilities in and electrical works for roof-array projects. service in Italy with capacity totalling 18.9 MWp. During 2009, As part of the new pricing system introduced at the beginning the Group commissioned the Santa Soﬁ a power plant (3.1 MWp) of 2010 (see section 6.7.3 of this registration document), which in Umbria, as well as 11 other facilities with capacity of between notably provides for a regionalisation factor to be applied to the 0.8 MWp and 1 MWp. ground-based tariff to balance the distribution of photovoltaic projects across the country, the Group intends to develop its projects broadly across the southern half of France.

At 31 December 2009, the Group’s portfolio of photovoltaic power plants in service in Italy was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Bosco (Umbria) 0.9 November 2007 47.5% Vascigliano (Umbria) 0.8 April 2008 47.5% Dolci (Umbria) 0.4 August 2008 47.5% San Faustino (Umbria) 1.0 August 2008 47.5% Thyssen Krupp (Umbria) 0.7 October 2008 47.5% Veglie (Puglia) 0.9 November 2008 47.5% Lequile (Puglia) 1.0 December 2008 47.5% Villacidro ASI A (Sardinia) 0.9 January 2009 95.0% Villacidro ASI B (Sardinia) 0.9 January 2009 95.0% Villacidro ASI C (Sardinia) 0.9 January 2009 95.0% San Pietro Vernotico 3 (Puglia) 1.0 June 2009 95.0% Camerata Picena (The Marches) 0.8 October 2009 47.5% Santa Soﬁ a (Umbria) 3.1 November 2009 47.5% Camerata Picena 4 (The Marches) 0.9 December 2009 47.5% Lequile 5 (Puglia) 1.0 December 2009 47.5% Lequile 6 (Puglia) 1.0 December 2009 47.5% Galatone (Puglia) 0.9 December 2009 47.5% San Pietro Vernotico 1 (Puglia) 0.9 December 2009 95.0% San Pietro Vernotico 2 (Puglia) 0.9 December 2009 95.0% TOTAL 18.9 N.A. N.A. TOTAL - GROUP SHARE 11.6 N.A. N.A.

In addition, the Group has a portfolio of photovoltaic projects under development in Italy of 270 MWp, including 47.2 MWp under construction. During 2009, the Group launched the construction of several large-scale power plants, including the Priolo (13.5 MWp) and Loreo (12.6 MWp) facilities.

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The Group’s portfolio of photovoltaic power plant projects under construction in Italy at 31 December 2009 was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Camerata Picena 5 (The Marches) 0.9 1st quarter 2010 47.5% San Severo (Puglia) 0.9 2nd quarter 2010 95.0% Stornarella (Puglia) 0.9 2nd quarter 2010 95.0% San Demetrio (Puglia) 1.0 2nd quarter 2010 47.5% Torre Santa Susanna (Puglia) 0.9 2nd quarter 2010 95.0% Leporano (Puglia) 0.9 2nd quarter 2010 47.5% Adelﬁ a (Puglia) 0.9 2nd quarter 2010 47.5% Palagiano (Puglia) 0.9 2nd quarter 2010 47.5% Casamassima (Puglia) 0.9 2nd quarter 2010 95.0% Noicattaro(Puglia) 1.0 3rd quarter 2010 47.5% Giovinazzo 1 (Puglia) 1.0 3rd quarter 2010 66.5% Lecce 2 (Puglia) 0.9 3rd quarter 2010 95.0% Ajello 1 (Sicily) 1.0 3rd quarter 2010 95.0% Terralba 1 (Sardinia) 2.0 3rd quarter 2010 95.0% Giovinazzo 2 (Puglia) 1.0 3rd quarter 2010 66.5% Molfetta 1 (Puglia) 0.9 3rd quarter 2010 66.5% Terlizzi 1 (Puglia) 0.8 4th quarter 2010 66.5% Loreo (Veneto) 12.6 4th quarter 2010 95.0% Priolo (Sicily) 13.5 4th quarter 2010 85.5% Melﬁ (Basilicate) 4.3 4th quarter 2010 66.5% TOTAL 47.2 N.A. N.A. TOTAL - GROUP SHARE 38.6 N.A. N.A.

Spain favourable feed-in tariffs for electricity. In view of this strong pace In Spain, numerous investment funds, real estate companies and of development, the Spanish government also decided to cap at electricity suppliers have invested in solar photovoltaic energy on 500 MWp p.a. the new power plants authorised between 2009 account of the supportive legislative and regulatory framework. and 2010. At year-end 2009, Spain had total installed capacity of In 2008, this framework changed with the introduction of less 3,501 MWp (Source: CNE).

At 31 December 2009, the Group’s portfolio of photovoltaic facilities in service in Spain was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Puente de Genave (Andalusia) 2.1 June 2008 19.0% Ecija (Andalusia) 2.1 September 2008 19.0% San Martin de Pusa (Castille La Mancha) 2.5 September 2008 19.0% TOTAL 6.7 N.A. N.A. TOTAL - GROUP SHARE 1.3 N.A. N.A.

In addition, since 2008, the Group has held an interest of 90% in At 31 December 2009, the Group held a portfolio of photovoltaic the share capital of Fotosolar, a Spanish company active in the projects under development in Spain of 165 MWp, including development, construction and maintenance of ground-based and 28.3 MWp under construction. During 2009, the Group launched building-integrated photovoltaic power plants. the construction of two 11.4 MWp photovoltaic power plants and a 5.5 MWp power plant.

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The Group’s portfolio of photovoltaic power plant projects under construction in Spain at 31 December 2009 was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Casatejada (Extremadura) 11.4 1 st quarter 2010 100.0% Valdecaballeros (Extremadura) 11.4 2nd quarter 2010 100.0% La Rambla (Andalusia) 5.5 2nd quarter 2010 19.0% TOTAL 28.3 N.A. N.A. TOTAL - GROUP SHARE 23.8 N.A. N.A.

The group commissioned the Casatejada solar farm (11.4 MWp) in March 2010.

Greece (b) North America At year-end 2009, Greece had 40 MWp in total installed capacity, or United States double its 2008 level (Source: DESMIE). Major players in the wind energy market are looking to expand into the solar photovoltaic At year-end 2008, the United States had 1,173 MWp in total installed segment, including PPC Renewables, a subsidiary of Public capacity, representing an increase of 41.2% on 2007 (Source: EPIA). Power Corporation (PPC). Development of photovoltaic projects is The market is set to beneﬁ t from the renewal of the Investment handled by EEN Hellas and RETD, both subsidiaries of EDF Energies Tax Credit arrangements through to 2016, as well as from the Nouvelles. commitments made by the new US administration. At 31 December 2009, the Group held a portfolio of photovoltaic During 2009, enXco commissioned four photovoltaic power plants projects under development in Greece of 130 MWp, including in the United States, all located in New Jersey, with aggregate 6 MWp under construction. The Group was building a ground-based capacity of 4.4 MWp. photovoltaic facility with capacity of 6 MWp in Xirokambi in the Peloponnese, which is scheduled to enter service during the third quarter of 2010.

At 31 December 2009, the Group’s portfolio of photovoltaic facilities in service in the United States was as follows:

Capacity In-service Ownership Facility (in MWp) date (as a %)

Fresno (California) 0.2 January 2008 100.0% Sacramento SMUD (California) 1.2 August 2008 100.0% Black River (New Jersey) 0.1 March 2008 100.0% Hall’s Warehouse (New Jersey) 1.8 January 2009 100.0% Bayshore Recycling (New Jersey) 0.7 February 2009 100.0% Steven’s Institute (New Jersey) 0.1 April 2009 100.0% Carrier Clinic (New Jersey) 1.8 December 2009 100.0% TOTAL 6.0 N.A. N.A. TOTAL - GROUP SHARE 6.0 N.A. N.A.

At 31 December 2009, the Group held a portfolio of photovoltaic projects under development in the United States of 618 MWp.

Canada At 31 December 2009, the Group held a large ground-based Drawing on the reputation it has established in wind energy with photovoltaic facility located in Arnprior (Ontario), which is wholly its programme to build 954 MW in capacity (see section 6.5.1.2 (b) owned, has 23.4 MWp in capacity and comprises over 300,000 solar of this registration document), the Group is also developing a panels supplied by First Solar. This plant, which was commissioned portfolio of photovoltaic facilities in Canada. Most of these projects in 2009, is the ﬁ rst project completed by the Group in Canada. are located in Ontario. They are being led by EDF EN Canada, the At 31 December 2009, the Group owned in Canada a 48 MWp Group’s Canadian subsidiary. portfolio of photovoltaic projects under development.

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6.5.3 HYDRO

Hydro accounted for 3.3% of the Group’s electricity sales in 2009. At in which EDF Energies Nouvelles developed its expertise, before 31 December 2009, the Group operated 128.4 MW of installed hydro EDF acquired an interest in its capital. This segment is currently capacity (101.4 MW for its own account), representing 4.4% of its experiencing limited growth owing to the reduced number of total installed capacity. development opportunities in Europe and in the United States. The reliable performance of hydro plants during periods of favourable (a) France water ﬂ ow generates a recurring revenue stream for the Group. Hydro power is the oldest renewable energy source. Hydro power At 31 December 2009, EDF Energies Nouvelles operated seven is the Group’s original business activity. It was the ﬁ rst technology hydro plants, one in the Rhône Valley, four in Corsica and two in Guadeloupe, with an aggregate capacity of 18.4 MW.

The following table shows the Group’s hydro plants in operation in France at 31 December 2009:

Capacity In-service Ownership Facility (in MW) date (as a %)

Couzon (Rhône) 3.5 1983 100% Via Nova (Corsica) 1.5 1989 100% Asco (Corsica) 4.7 1990/1992 100% Carbet (Guadeloupe) 3.5 1993 100% Canal Saint Louis (Guadeloupe) 0.5 1995 100% Scopamène (Corsica) 3.6 1998 100% Soccia (Corsica) 1.1 1998 100% TOTAL 18.4 N.A. N.A. TOTAL - GROUP SHARE 18.4 N.A. N.A.

(b) Bulgaria 49 MW, operated in conjunction with Litex, a Bulgarian specialist), Passarel-Kokaliane (two plants with capacity totalling 56 MW) EDF Energies Nouvelles has operated in the Bulgarian hydro and Ogosta (a plant with a total capacity of 5 MW, operated in market since 2000, both on its own and through partnerships. conjunction with the Bulgarian agriculture ministry). At 31 December 2009, the Group had three production facilities in Bulgaria: Pirin-Spanchevo (two plants with capacity totalling

At 31 December 2009, the Group’s portfolio of hydro power plants in service in Bulgaria broke down as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Passarel-Kokaliane 56.0 1954 and 1981 100% Pirin-Spanchevo 49.0 1981 and 1993 50% Ogosta 5.0 2002 50% TOTAL 110.0 N.A. N.A. TOTAL - GROUP SHARE 83.0 N.A. N.A.

In addition, the Group is currently building a 3 MW hydro plant Lastly, the Group is leveraging its longstanding presence in Bulgaria in Germanea. It is scheduled to enter service during the second to bolster its positions in the photovoltaic segment, in which it owns quarter of 2010. a 117 MWp portfolio of projects under development.

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6.5.4 BIOMASS

Biomass accounted for 5.4% of the Group’s electricity sales in 2009. a producer of olive oil, a 26 MW plant in Lucena (Andalusia) that At 31 December 2009, the Group operated biomass plants with extracts energy from 180,000 tonnes of wet olive pulp each year, installed capacity of 26 MW (18.2 MW of which for its own account), which is reduced to 77,000 tonnes after extraction of the oil or 0.9% of its total installed capacity. and stones, and drying. The Lucena plant comprises a 12.8 MW cogeneration facility (including 9 MW held for its own account) and Via its wholly-owned subsidiary SIIF Energies Iberica, EDF Energies a 13.2 MW biomass unit (including 9.2 MW held for own account). Nouvelles owns in partnership with Hermanos Santa Maria,

6.5.5 THERMAL GENERATION AND COGENERATION FROM FOSSIL FUELS

In 2009, thermal generation and cogeneration from fossil avenue of expansion for the Group. During 2009, the Group sold fuels accounted for 6.5% of the Group’s electricity sales. At the Chabossière (7.4 MW) and Seclin (5.0 MW) cogeneration plants. 31 December 2009, the Group operated 57.1 MW of installed At 31 December 2009, EDF Energies Nouvelles operated two capacity (34.0 MW held for the Group’s own account), or 1.9% of cogeneration plants in mainland France under contracts carrying a its total installed capacity. This business is conducted exclusively power purchase obligation for EDF and two thermal plants overseas in France. (Guadeloupe and Saint-Martin) under long-term contracts. The The operation of thermal and fossil fuel-powered cogeneration aggregate capacity of these plants is 57.1 MW. Cogeneration and plants is a longstanding activity, which no longer represents an thermal plants account for 30.3 MW and 26.8 MW in capacity respectively.

The Group’s portfolio of fossil fuel-powered cogeneration plants in service in France at 31 December 2009 was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Mulhouse 7.6 March 1998 100% Cogeri 19.2 November 1998 35% TOTAL 26.8 N.A. N.A. TOTAL - GROUP SHARE 14.3 N.A. N.A.

The Group’s portfolio of thermal generation plants in service in France at 31 December 2009 was as follows:

Capacity In-service Ownership Facility (in MW) date (as a %)

Energies Antilles (Jarry) 16.7 June 2000 65% Energies Saint Martin 13.6 September 2003 65% TOTAL 30.3 N.A. N.A. TOTAL - GROUP SHARE 19.7 N.A. N.A.

6.5.6 DISTRIBUTED RENEWABLE ENERGIES

Since 2008, the Group has decided to step up the development The principal technologies harnessed by the Group as part of its of its positions in distributed energies, with a special emphasis distributed renewable energies activities are as follows: on distributed solar photovoltaic, as well as wood-ﬁ red energy ➤ distributed solar photovoltaic: the photovoltaic panels located and heat pumps . This development is being led by EDF Energies on the roof of buildings generate electricity that is sold to the Nouvelles Réparties (“EDF ENR”), a 50-50 joint venture with EDF electricity grid; that has been fully consolidated by EDF Energies Nouvelles since 1st January 2008.

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➤ wood-fi red energy: space heaters, inserts and closed-chamber EDF ENR has also entered into partnership agreements with fi replaces are installations to heat air or supply heat to a central various banks concerning fi nancing solutions for the installation of heating system; they burn wood in the form of logs or granules; photovoltaic equipment in the new or existing homes. In addition, and EDF ENR has entered into a partnership agreement with insurer Generali so that its customers can be supported by EDF ENR with ➤ heat pumps: these are thermodynamic systems that “pump” the installation of photovoltaic systems in their homes. free calories from the surrounding air, water or ground into the building to provide space heating or hot water. These effi cient Lastly, EDF ENR set up a joint venture called Captelia with Imerys systems consume several times less electrical energy than the Terre Cuite to develop photovoltaic tiles for use on roofs. The heat energy they provide. photovoltaic tiles developed by Captelia have thus been added to EDF ENR’s product range since year-end 2009. ( ) a Take-off in distributed solar photovoltaic ( ) during 2009 b Sources of future growth in heat pumps and wood-fi red energy In connection with the acceleration of its expansion in distributed solar photovoltaic energy, the Group is developing photovoltaic Aside from the acceleration in its expansion in the distributed solar panel installations targeting two distinct types of market: photovoltaic segment, the Group has also bolstered its presence in heat pumps and wood-fi red energy, which represent future sources ➤ fi rstly, homeowners looking to install photovoltaic panels with of growth. less than 3 kWp in capacity on the roof of their house; and

➤ secondly, business customers (businesses, farmers and local (i) Heat pumps authorities), who are looking to install large arrays of photovoltaic panels with capacity of between 20 kWp and 150 kWp on the Ribo roof of large private or public buildings (such as schools, farm Since 2009, EDF ENR has owned 100% of Ribo, which is active in buildings, commercial properties and large residential buildings), the French integrated reversible thermodynamic heating market while installations with over 150 kWp in capacity are generally based on air circulation. During 2009, Ribo posted revenues of handled by EDF EN France. €3.3 million. This business is conducted in conjunction with Photon Power Partnership with the Stiebel Eltron group Technologies, a subsidiary of the Group. Founded in 2006, the Group Since 2008, EDF ENR has worked with German group Stiebel Eltron acquired a minority shareholding of 20% in 2007 then acquired an via a joint venture dedicated to the industrialisation of a new highly additional shareholding of 31% in January 2009. The company’s effi cient heat pump designed to help renovate existing homes. minority shareholders granted the Group an option to sell all their shares (49% of the share capital), which may be exercised until (ii) Wood-fi red energy 30 April 2010 . EDF ENR and Photon Power Technologies market extensive solutions Supra including equipment and business services to individuals and The Group is active in wood-fi red heating via its Supra subsidiary. An businesses, notably drawing on a network of qualifi ed installation 81.28%-owned subsidiary of the Group, Supra is a French company contractors and a solid sales team (14 regional offi ces, a call centre, listed on Euronext Paris (Compartment C), which specialises in etc.). During 2009, EDF ENR and Photon Power Technologies the design, manufacture and marketing of wood-fi red heating installed 3,460 photovoltaic systems in individuals’ homes (close to equipment for consumers. During 2009, Supra recorded revenues 10 MWp), up from 1,045 in 2008. of €72 million . To support these activities, EDF ENR has forged various partnerships since 2008 to develop the Group’s products and services in the ( c) Industrial and R&D-related shareholdings distributed photovoltaic segment, notably for consumers. To help it strengthen its positions in distributed energies, the EDF ENR sealed partnership agreements with homebuilders, in Group can leverage several industrial shareholdings and research particular with French groups Maisons France Confort and Geoxia, and development partnerships. At the date of this registration two of the leading players in the French market. Focused on making document, EDF ENR holds directly or indirectly the following available effi cient and cost-effective photovoltaic solutions, the aim shareholdings: of these partnerships is to help individuals to incorporate renewable energies in their plans for a new home in a plain and simple manner.

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(i) Industrial shareholdings Photosil Since 2007, the Group has been working together via its Apollon Tenesol Solar subsidiary with FerroAtlántica of Spain on developing the EDF ENR owns 50% of Tenesol, alongside Total, which also owns industrial use of a manufacturing process for purifi ed metallurgical a 50% stake, Tenesol is active in research and development, the silicon using a plasma gun (Photosil process) for the production of manufacture of solar photovoltaic modules, as well as designing, photovoltaic cells. marketing, installing, operating and maintaining photovoltaic systems . With a presence spanning over 50 countries around the Apollon Solar world, Tenesol manufactured over 500,000 photovoltaic modules EDF ENR owns a 40% interest in Apollon Solar, a French company during 2009 and recorded revenues of €249 million. founded in 2001 that specialises in fi nding scientifi c, technical and technological solutions to cut the cost of accessing photovoltaic Jacques Giordano Industries energy. EDF ENR owns a 25% interest in Jacques Giordano Industries (JGI), a French manufacturer of thermal solar collectors . SilPro (Silicium de Provence) Since 2008, EDF ENR has held a 25.7% interest in Silicium de (ii) Research & development partnerships Provence (SilPro), a venture that aimed to build and operate a refi ned silicon plant for the solar photovoltaic industry. Amid the PV Alliance fi nancial crisis and weaker demand for silicon, SilPro ran into major Since 2007, EDF ENR has held a 40% stake in PV Alliance alongside fi nancing diffi culties and was ultimately placed in court-ordered Photowatt International (40%) and CEA Investissement (20%). The liquidation on 4 August 2009. The total amount of EDF E N R ’s aim of this partnership is to enhance the yield of photovoltaic cells commitments to the SilPro project, which stood at €20 million, was based on crystalline silicon. fully provisioned in the fi nancial statements for the fi nancial year ended 31 December 2009.

6.5.7 BIOFUELS

EDF Energies Nouvelles acquired a 25% interest during 2007 in The construction of an ethanol fuel production facility in Ghent, Alcogroup, a company housing Belgian company Alcoﬁ nance’s Belgium, which was commissioned in 2008, marked the ﬁ rst ethanol production and distribution operations. concrete accomplishment made under this partnership. The facility, in which Alcogroup owns a 51% interest, has a production capacity This transaction enabled the Group to move into the biofuels of 150,000m3 p.a. segment and to capitalise on the know-how and experience of a European leader in the ethanol market that boasts a powerful sales and logistics network.

6.5.8 BIOGAS

At 31 December 2009, the Group held four biogas power plants in The development of this segment is being led by Belgian company France and Belgium with a combined capacity of 3.0 MW (including Verdesis. Verdesis, which has been controlled by the Group since 2.6 MW held for the Group’s own account) and six power plants with 2007, markets, installs and maintains facilities processing the total capacity of 4.5 MW were under construction in France. biogas produced at landﬁ ll sites, water treatment plants and farm waste methanisation units.

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6.5.9 MARINE ENERGIES

Partnership with DCNS Partnership with Carnegie During July 2009, EDF Energies Nouvelles and DCNS, the European In 2008, the Group entered into a partnership agreement with leader in naval defence systems, signed a partnership agreement Renewable Energy Holding (REH), a British company investing in covering the development and implementation of marine energy renewable energies technologies. This partnership is intended to projects in Europe. develop and deploy an innovative process harnessing wave energy (CETO) for electricity generation projects. During 2009, Australian This partnership will enable the two companies to pool their company Carnegie took over REH’s rights respect of this partnership. respective expertise in the development, implementation and maintenance of marine energy projects in Europe. The projects that may be carried out under this partnership will include wave energy, marine current energy and ocean thermal energy. The initial projects may go ahead in the French overseas departments and territories.

6.5.10 DEVELOPMENT AND SALE OF STRUCTURED ASSETS

In connection with the Development and sale of structured assets in the Castanet wind farm (Hérault). During 2009, the Group also business, the Group develops and builds projects for third parties sold the 5.1 MWp Mangassaye solar facility on Reunion Island employing wind and solar energy projects. This business was and 11.6 MWp in building-integrated solar photovoltaic projects in notably developed to enable the Group to implement and sell to France (industrial and commercial roof arrays, farm buildings). third parties projects that do not meet its investment criteria, to carry out projects in certain US states in which local utilities prefer to have full ownership of power plants and, above all, to cover the Development and sale of structured assets bulk of its development and overhead costs. The sale of each project in the United States generally comprises development, construction and operations & During 2009, enXco continued to conduct its Development and maintenance services. sale of structured assets business, commissioning and delivering Amid the current backdrop of a ﬁ nancial crisis, the Development to Wisconsin Public Service Corporation (WSPC) the 99 MW Crane and sale of structured assets business held up particularly well, Creek wind farm (Iowa), and selling to Kansas City Power and Light with a modest slowdown in 2009, after an exceptionally good year a portion of the 48 MW Spearville 2 (Kansas) wind farm project. in 2008. In addition, as part of its Development and sale of structured assets Currently, EDF Energies Nouvelles conducts this business of activities, enXco is building the Nobles wind farm (Minnesota), which developing and selling structured assets in Europe (especially in has 201 MW in capacity, on behalf of Xcel Energy, and completed the France) and the United States. Linden project (Washington state) with 50 MW in capacity on behalf of Southern California Public Power Company (SCPPA). Lastly, the Group also reached an agreement during 2009 with Xcel Energy Development and sale of structured assets with a view to building a 150 MW wind farm in Merricourt (North in Europe Dakota), which is due to be delivered in 2011. During 2009, the Group continued to conduct its Development and sale of structured assets business in France with the sale of the 28 MW Fierville wind farm (Calvados) and a partial interest (2.3 MW)

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6.5.11 OPERATIONS AND MAINTENANCE

In connection with the operation of wind and solar farms, the Since 2007, the Group has held a 28% interest in German company Group’s Operations and Maintenance division supervises the Reetec, a company providing wind energy services (turbine-lifting, installations remotely. This remote supervision, which is speciﬁ c to connection to electricity grids, installation of cables, maintenance, EDF Energies Nouvelles, is systematically implemented at all new etc.). Reetec provides heavy maintenance services for the Group wind and solar farms (except low-power wind turbines in the United requiring signiﬁ cant logistics resources or special technical States and French overseas departments). It enables the technical expertise. In parallel, alongside the system supervising and staff to control and supervise the operation of the plant remotely, overseeing production assets, the Group is developing its spare measure its performance in real time, and collect the data needed part procurement and storage capabilities and its expertise in the to analyse and correct any deviation from projections. preventative and remedial maintenance of installations. A European hub dedicated to these operations was commissioned during 2009 Since it already boasts experience and engineering capabilities near Béziers in the south of France. representing genuine strengths in a worldwide market, the Group intends to accelerate the development of its skills in operations and maintenance for its European activities by leveraging the experience gained by its US wind energy unit (enXco operates and maintains close to 5,400 wind turbines or close to 4,720 MW in capacity) and its shareholding in Reetec.

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6.6 Dependence factors

Information about dependence factors affecting the Group appears in Chapter 4 “Risk factors” of this registration document.

6.7 Legislative and regulatory environment

6.7.1 INTERNATIONAL

Meeting in New York on 9 May 1992, numerous nations adopted entered force on 16 February 2005. The Kyoto Protocol shares the the United Nations Framework Convention on Climate Change. same objective as the Convention, but signiﬁ cantly strengthens it The objective of this convention is to “achieve stabilisation of by introducing demanding individual objectives to be complied with greenhouse gas concentrations in the atmosphere at a level that by the signatories. Each party is assigned an individual target for would prevent dangerous anthropogenic interference with the reducing its greenhouse gas emissions in order to reduce global climate system”. The Convention came into effect on 21 March 1994. emissions to at least 5% below 1990 levels between 2008 and 2012. On 11 December 1997, the states that signed the Convention adopted an additional Protocol, namely the Kyoto Protocol, which

6.7.2 EUROPEAN UNION

The Kyoto Protocol was ratiﬁ ed by the European Union and its The directive promotes the development of electricity produced from member states on 31 May 2002. As a signatory to the Convention, renewable energy sources (i.e. non-fossil fuel sources such as wind, the European Union was assigned an objective of reducing its solar, hydro, biomass, and landﬁ ll gas). It sets national objectives greenhouse gas emissions by 8%. for each member state concerning the proportion of gross electricity consumption to be generated from renewable energy sources The European Union has made promotion of electricity from by 2010 (see section 6.4 of this registration document). renewable energy sources one of its top priorities, primarily because this will facilitate attainment of the Kyoto objectives. For Furthermore, the European directive 2009/28/EC of 23 April 2009 the member states collectively, the European Union has set an promoting the use of energy produced from renewable sources went objective of 12% of gross internal energy consumption and 21% beyond the ambitious targets contained in the Renewable Energies of electricity consumption to be generated from renewable energy Directive by stating as an objective that 20% of the total energy sources by 2010 (for the 27 EU member states). consumption within the European Union (27 countries) should be generated from renewable sources by 2020 (see section 6.4 of this The European Union’s strategy in renewable energies was registration document). transcribed into regulations for the domestic electricity market by the Renewable Energies Directive (Directive 2001/77/EC of the European Parliament and the Council of 27 September 2001 on the promotion of electricity produced from renewable energy sources).

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6.7.3 NATIONAL REGULATIONS

The following table summarises the various support regimes for wind and solar energy in force at the date of this registration document in each of the principal countries in which the Group is expanding its presence:

Country Support regimes for renewable energies (wind and solar)

Belgium Green certifi cates issued for 10 to 20 years (guaranteed fl oor price, varying from segment to segment) and accelerated tax depreciation for part of the investment Canada Accelerated tax depreciation for energy generating companies Mandatory renewable energy quotas in most provinces Calls for tenders on government-funded energy projects Purchase obligation (20-year contract for solar farms) Feed-in tariff fi xed for 20 years in Ontario Spain Purchase obligation (25-year contracts and regulated tariffs for solar farms) United States Tax credit (Production Tax Credit for wind farms and Investment Tax Credit for solar farms and wind farms) Accelerated tax depreciation Incentive programmes based on tax credits or feed-in tariffs for electricity or subsidies (in certain states) Mandatory quotas for renewable energies (Renewable Portfolio Standards) set in 29 states and the District of Columbia France Purchase obligation (non-renewable 15-year contracts for wind energy or 20-year contracts for solar energy with EDF or a non-nationalised distributor at regulated prices) Calls for tenders on government-funded energy projects Tax incentives Greece Purchase obligation under 10-year contracts renewable once for wind energy and 20-year contracts for solar energy with transmission or distribution network operators Investment subsidies amounting up to 40% of the cost of the project Italy Green certifi cates, issued during the fi rst 15 years of operation, for wind energy Purchase obligation under a standard 1-year, automatically renewable contract with the operator of the transmission network or a non-nationalised distributor Production subsidies for solar photovoltaic facilities (and, for small projects, minimum guaranteed tariff for the sale of electricity) Portugal Purchase obligation at regulated prices under contracts of varying terms with the operator of the transmission network United Kingdom Renewable Obligation Certifi cates Exemption from the Climate Change Levy

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The following table summarises the various regimes setting the price for electricity generated from wind energy in force at the date of this registration document in each of the principal countries in which the Group is expanding its presence:

Country Regimes setting the price for wind-generated electricity

Belgium Offshore wind energy: Green certifi cates sold for 20 years to national operator ELIA at a guaranteed minimum tariff of 10.7 euro cents per kWh Canada Tariffs set under power purchase agreements (PPAs) negotiated with local utilities Feed-in tariff fi xed for 20 years in Ontario United States Tariffs set under power purchase agreements (PPAs) negotiated with local utilities France Tariff applicable to facilities brought into service prior to 26 July 2006: 8.38 euro cents per kWh for the fi rst fi ve years. For the following ten years, the tariff varies between 8.38 and 3.0 cents, based on the number of full power equivalent hours observed during the fi rst fi ve years of operation Tariffs applicable in mainland France and Corsica for onshore installations brought into service after 26 July 2006: 8.2 euro cents per kWh for the fi rst ten years. For the following fi ve years, the tariff varies between 8.2 and 2.8 cents, based on the number of full power equivalent hours observed during the fi rst ten years of operation. For French overseas departments and territories, Saint-Pierre-et-Miquelon and Mayotte, a single tariff of 11 euro cents per kWh has been set. For offshore installations, the applicable tariff stands at 13 euro cents per kWh. These tariffs are reviewed on an annual basis. For 2010, the coeffi cient to be multiplied by the basic tariff (8.2 euro cents per kWh for onshore wind facilities) stands at: 0.988311. Greece Tariff of 8.78 euro cents per kWh for plants connected to the transmission network Tariff of 9.94 euro cents per kWh for plants on islands not connected to the transmission network Tariff of 10.48 euro cents per kWh for offshore wind energy Italy System of green certifi cates issued for the fi rst 15 years in the operational life of an installation, which are sold either in the market or under bilateral agreements or to the GSE (Gestore dei Servizi Elettrici) at the end of the term: electricity is sold to the grid operator or, where appropriate, to an electricity distributor For the 2008-2010 period, the legislation has set a benchmark tariff (cap) for the sale of electricity and green certifi cates of €180 per MWh Portugal Remuneration formula comprising a fi xed portion, a variable portion and an environmental portion. This formula also incorporates a factor taking into account the quantity of electricity generated per installation at certain times of the day and a factor specifi c to each renewable energy source. United Kingdom System of renewable energies quotas for electricity supplied by utilities. Suppliers obtain Renewables Obligation Certifi cates, either by generating electricity from renewable sources themselves or by acquiring it from producers of renewable energies. Failure to meet the renewable energies quota (7.9% in 2007, 9.7% in 2009, 10.4% in 2010) incurs a penalty (buy-out price) of £37.19 per MWh (2009 value), which is then repaid to energy suppliers in proportion to their production of renewable energies (buy-out fund), which represents additional revenue of around £16 per MWh in 2010 Exemption from the Climate Change Levy (up to £4.70 per MWh in 2009) The price paid to the renewable energies producer under power purchase agreements is generally calculated based on the market price for electricity, the buy-out price, the buy-out fund and the value of the Climate Change Levy Exemption Certifi cate Turkey Choice for producers of renewable electricity of selling their output: ➤ to the local distributor at the regulated price, guaranteed for 10 years of between €50 and €55 per MWh (the current price is €55); ➤ or directly in the electricity market. They can choose between these two systems each year and for each plant.

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The following table summarises the various regimes setting the price for electricity generated from solar energy in force at the date of this registration document in each of the principal countries in which the Group is expanding its presence:

Country Regimes setting the price for solar electricity

Canada (Ontario) Tariff of CAD420 per MWh Spain Tariff of €281.05 per MWh (beginning of 2010) for ground-based installations; Tariff of €311.2 to €340 per MWh (beginning of 2010) for roof installations depending on their size. Adjustment mechanisms for quarterly tariffs (10% to 16% p.a. if quotas are met) United States Tariffs set under power purchase agreements (PPAs) negotiated with local utilities Feed-in tariffs set in certain states (including California) for smaller facilities and for limited volumes France Ground-based photovoltaic: €314 per MWh plus departmental adjustment factor of 0% to 20% depending on the geographical region and €400 per MWh in French overseas departments and territories and Corsica. Building-integrated photovoltaic ➤ Buildings for residential, educational or health-related use (1): €580 per MWh ➤ Industrial or agricultural buildings (1): €500 per MWh Simpliﬁ ed building-integrated photovoltaic: €420 per MWh Greece Tariffs of €407 to €457 per MWh depending on the size of installations on the mainland Tariffs of €457 to €507 per MWh depending on the size of installations on the islands Italy Subsidies: Ground-based facilities: from €360 to €400 per MWh according to size of the project (2) Partially integrated: from €400 to €440 per MWh according to size of the project (2) Building-integrated: from €440 to €490 per MWh according to size of the project (2)

(1) Excluding for main residences, buildings must have been completed for at least two years prior to installation of the system to be eligible for the tariffs. (2) These amounts are reduced by 2% p.a. for installations commissioned during 2009 and 2010.

Renewable energies are subject to complex legislation and to have a material effect on the Group’s business (see section 4.1.4 regulations, which are speciﬁ c to each country. They have undergone of this registration document). and are likely to undergo in future years substantial changes liable

6.8 Environmental review

Through its activities as a producer of electricity from renewable the global sustainable development challenges, such as combating energies (chieﬂ y wind energy, but also solar, hydro and biomass), the greenhouse effect and securing energy supplies. EDF Energies Nouvelles actively contributes to efforts to address

6.8.1 ENVIRONMENTAL PRIORITIES

All the Group’s installations are built and operated in accordance EDF Energies Nouvelles works with various construction companies with the applicable environmental regulations concerning the to curb the impact of its generating facilities on the environment, protection of landscape and natural areas, atmospheric emissions, notably by reducing noise emissions from wind turbines, improving liquid discharges and noise pollution. Likewise, decisions on their yield and cutting the pollutant emissions from combustion where to locate these facilities are made at the end of a lengthy facilities. This relentless drive to make improvements goes hand consultation phase involving local authorities and neighbors and in hand with a systematic emphasis on preventative maintenance satisfying the various local regulatory constraints. of equipment, with older equipment potentially leading to lower energy yields.

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To set forth this commitment to uphold standards and the various ➤ management and tracking of the various service providers other commitments made by EDF Energies Nouvelles to sustainable retained; development, a new environmental policy was signed in 2009 by all ➤ periodic control of environmental performance and continuous the members of the Group’s Executive Committee. improvements. This applies to all the businesses and countries in which EDF Energies Nouvelles is present, and its principal commitments relate This policy is pursued in line with the EDF group’s environmental to: policy, as well as the relevant biodiversity and carbon policies. Indeed, certain measures are implemented jointly. ➤ development of current and future forms of renewable energies while controlling the associated environmental impacts;

➤ compliance with the regulations applicable to the various phases of a project, prevention of pollution risk and fulﬁ llment of the undertakings given to local interested parties;

6.8.2 IMPLEMENTATION OF ENVIRONMENTAL COMMITMENTS

From the initial phases of each project, special attention is paid to The standards defi ned relate chiefl y to implementation of retention compliance with all the various environmental commitments. systems underneath storage areas for hazardous products, care of protected natural or heritage areas (cordoning off areas) and the Accordingly, EDF Energies Nouvelles employs electricity generation deployment of rapid response equipment in the event of accidents technologies harnessing renewable energies already at an advanced (absorbent kits, suffi cient number of extinguishers, etc.). stage of development (wind, photovoltaic) and is also working to develop new technologies (marine energies, biomass, etc.). To this With regard to the management of risks during the Operations end, a partnership has been set up with EDF’s R&D team, which phase, EDF Energies Nouvelles regularly holds exercises at its spent a budget of close to €2 million during 2009. facilities with the local emergency services in order to present the installation and its specifi c characteristics and to hold emergency In addition, in accordance with the regulations in force, an exercises (fi re drill, rescue exercise, etc.). assessment of the environmental impacts (studies of plant, bird and animal life, landscape and acoustic impact, etc.) is carried To ensure compliance with these requirements, EDF Energies out systematically during the Development phase by an external Nouvelles supervises the construction and operations & research fi rm in order to optimize the design of the facility, as well maintenance activities. Environmental monitoring is conducted as to identify support measures that need to be implemented. both during the construction phase and during the operations & maintenance phase by independent organizations at most facilities. Subsequently, specifi cations are drawn up for the various This monitoring tests compliance with environmental standards service providers used during the Construction or Operations and ensures that the facility does not have any major impact on & Maintenance phase related to environmental protection: for the environment (monitoring of plant, bird and animal life, acoustic example, a set of environmental specifi cations was drawn up for measurements). the services provided for both wind and solar photovoltaic energy projects. Implementation of these various environmental commitments by EDF Energies Nouvelles incurred costs of €4.3 million during 2009.

6.8.3 ENVIRONMENTAL DATA

6.8.3.1 Environmental Management System The ISO 14001 certifi cation of the development and construction activities and the generation of electricity from wind energy in The Environmental Management System introduced in 2005 for France was confi rmed in 2009 through an audit of the management the wind energy segment in France (excluding French overseas system by AFNOR (1) spanning the development, construction and departments and territories) has been deployed to meet the operating stages of projects. commitments laid down in its environmental policy. This system covers all the commitments made under environmental policy by EDF Energies Nouvelles is currently working on expanding the scope putting in place processes to handle incidents and environmental of certifi cation to the Group’s other business lines and countries impacts. bearing in mind that all the best practices introduced have already been disseminated to all projects.

(1) French standardisation and certiﬁ cation body verifying that the requirements laid down in the standards are met in the management systems of the businesses certiﬁ ed.

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6.8.3.2 Breakdown of segments of the countryside (roads, hills, etc.) during the roll-out phase. and consumption of resources In most cases, EDF Energies Nouvelles also hooks up its wind energy projects to the electricity grid using an underground Over 95% of the electricity generated by EDF Energies Nouvelles connection to avoid having to install new aerial power lines. comes from renewable resources. The remaining output (5%) is The outer appearance of substations at the point of connection generated from the natural gas- or fuel oil-ﬁ red power plants. EDF to the EDF grid is adapted (local stone, etc.) to ﬁ t in with the Energies Nouvelles thus curbs its use of non-renewable fossil fuels. surrounding landscape;

➤ during the Operations & Maintenance phase, the Group conducts 6.8.3.3 Environmental impact management regular inspections of the facilities (control checklist, operations meeting, etc.), notably covering the various environmental Discharges, emissions and waste aspects (waste management, facility’s noise, etc.). In addition, EDF Energies Nouvelles holds campaigns in France to assess The vast majority of the Group’s electricity generation derives from compliance by its wind farms with the regulations in force facilities that do not release any greenhouse gas emissions (CO2, concerning noise in the surrounding environment. This campaign CH4, etc.) or any discharges into the aquatic environment. covered fi ve sites in 2009 and three other measurement Wind, hydro and solar energy do not emit any pollutants, produce campaigns are scheduled for 2010. any waste or contribute to the greenhouse gas effect. This trend is set to continue during 2010 with the further development of the Conservation of biodiversity wind energy segment, in which capacity of 713.4 MW was under The Group takes into account the impact of its operations on the construction at 31 December 2009 (2,560 MW installed), as well natural environment everywhere where its facilities or their use may as of the photovoltaic segment, which has 138.8 MWp (80.9 MWp cause damage. installed) under construction. In France, studies are performed at each stage of the project cycle In addition, the Group’s thermal power plants are equipped with (from development through to operation of the facility) to establish stack gas treatment installations to meet emission standards (dust, their impact on the plant and animal species present on site and CO , SO , etc.) defi ned by the very strict regulations. 2 2 to identify the support measures that need to be considered Signifi cant efforts were also made concerning the selection of lower to eliminate or mitigate these effects. In 2009, the position of

pollutant-emission fuel: SO2 emissions were cut by 75% between environmental ofﬁ cer was created at the Development in France 2008 and 2009 through the use of fuel oil with sulphur-content that department in order to support teams with the design of projects is three times lower. and to monitor and analyze the various environmental studies New projects (biomass) are designed with a view to boosting performed (birds, bats, ﬂ ora, etc.). yields and enhancing environmental protection. For example, EDF During construction projects, special attention is paid to protecting Energies Nouvelles endeavors to choose the boiler best suited to natural spaces, notably cordoning off locations in which protected the fuel used and the requisite power or the most effective stack gas species live and taking the nesting periods of the species present treatment equipment in order to reduce fuel consumption. on site into account. In France, EDF Energies Nouvelles has commissioned a bird life Visual and noise impact impact study at a number of wind farms that is carried out by The visual and noise impact is taken into account during the design ornithologists during the operational phase. For instance, at an of each project, with a view to optimizing landscape integration 87 MW wind farm, EDF Energies Nouvelles is participating in a plan and curbing noise pollution for neighbors. These aspects are to manage 250 hectares of natural environments over 15 years to incorporated at every stage of a project’s development: protect the region’s wildlife.

➤ at the project phase, the Group brings in experts (design offi ces or In addition, studies are currently looking at ways of identifying a local associations) to conduct numerous studies (photomontage, set of best practices concerning the conservation of biodiversity co-visibility, sound emissions, identifi cation of any protected or present at our plants (management of plant cover, land left fallow vulnerable species, etc.) in order to assess more effectively and for ecological reasons, etc.). control the visual and sound impact of a wind farm; EDF Energies Nouvelles’ subsidiaries in Europe and the United ➤ during the construction of wind farms, the Group installs three- States pursue the same objectives. blade and white wind turbines to blend in more effectively with the environment and tries to fi t in with the principal outlines

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The simpliﬁ ed organisational chart below shows the Group’s principal subsidiaries at 31 December 2009. The Group’s interests are shown in a rounded percentage of capital and voting rights:

EDF Energies Nouvelles

50% 100% enXco Inc 100% EDF EN FRANCE EDF Energies Nouvelles Réparties United States France France

enXco Service Corp (O&M) 100% COLSUN 50% 51% PHOTON POWER TECHNOLOGIES United States France France

100% EDF EN Portugal 100% EDF EN DEVELOPPEMENT 50% TENESOL Portugal France France

100% EDF EN UK 100% EDF EN SERVICES 81.3% SUPRA United Kingdom France France

EDF Energy Renewables 50% 100% EDF EN OUTRE MER 100% RIBO United Kingdom France France

100% EDF EN Greece 100% SIIFELEC Greece France

75% EEN Hellas SIIF ENERGIES Bulgarie (hydro) 100% Greece France

95% EDF EN Italia Italy

100% SIIF Energies Iberica Spain

Bioenergia Santa Maria (biomass) 70% Lucena - Spain

Fotosolar (solar) 90% Spain

100% EEN – TK Holding Turkey

Polat Energy 50% Turkey

18.2% C. Power (offshore) Belgium

100% Verdesis (biogaz) Belgium

25% AlcoGroup (biofuels) Belgium

100% EVM Mexico

100% EDF EN Canada Inc Canada

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Principal relationships between the Company and its subsidiaries

The following table illustrates the principal relationships between the Company and its subsidiaries in Europe and the Americas at 31 December 2009:

EDF Energies Nouvelles Consolidated ﬁ gures (in thousands of euros) (parent company) Europe (1) Americas Consolidated total

Non-current assets (2) 54,579 2,539,509 1,169,908 3,763,996 External debt (3) 1,493,753 1,432,190 515,534 3,441,477 Net cash on the balance sheet (4) 175,608 171,181 84,571 431,360 Net cash generated by operating activities (7,856) 213,766 (98,581) 107,329 Dividends paid during the ﬁ nancial year attributable to the listed company 31,030 (17,491) (13,539) -

(1) Excluding EDF Energies Nouvelles SA. (2) Including goodwill, other intangible assets, property, plant and equipment and investments in equity affiliates. (3) Including €60.4 million in the fair value of derivatives, and excluding overdrafts shown in net cash on the balance sheet. (4) Excluding bank overdrafts and treasury held in escrow.

Group cash ﬂ ow

In connection with the management of cash fl ows between the its cash fl ow forecasts, including WCR fi nancing and bridge loans, Company and its subsidiaries, project fi nancing used for its the Company provides subsidiaries operating in various different investments is held by each of its subsidiaries, as appropriate. countries with the funds they require. The Company passes on its The Group manages its corporate credit lines (including bank head offi ce expenses to most of its subsidiaries. overdrafts and medium-term credit lines), the vast majority of Other cash fl ows related to dividend payments and loan repayments. which are housed by the Company, on a centralised basis. Based on

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8.1 Property, plant and equipment of the Group

The Group’s head ofﬁ ce is located at La Défense and is occupied under a lease signed on 2 August 2006 for a period of nine years. The properties occupied by the Company and its subsidiaries do not belong to the Company’s ofﬁ cers and directors.

WIND FARMS

At 31 December 2009, the Group had 83 wind farms in service in but are held in partnership with local developers. In addition, 19 Europe (France, Portugal, Greece, Turkey, United Kingdom, Italy, wind farms were under construction at 31 December 2009, including Belgium and Germany) and in North America (United States, Mexico). 16 for its own account or under a partnership. Some of these wind farms are not wholly-owned by the Group,

The following table shows the wind farms owned by the Group in various countries, either outright or as part of a partnership at 31 December 2009, including those under construction, either for its own account or for a third party.

Number of wind farms o/w owned by the Group Number of wind farms Construction for third parties/ Country under service outright/in partnership under construction for own account/in partnership

Germany 1 1 wholly-owned by the Group n.a n.a Belgium 1 1 in partnership n.a n.a 13 wholly-owned by the Group 2 2 for a third party United States 24 11 in partnership 13 wholly-owned by the Group 3 for its own account France 21 8 in partnership 4 1 for a third party 4 wholly-owned by the Group 7 3 for its own account Greece 7 3 in partnership 4 in partnership Italy 6 6 in partnership 2 2 in partnership Mexico 1 n.a. 1 1 in partnership 3 wholly-owned by the Group n.a. n.a. Portugal 8 5 in partnership 8 wholly-owned by the Group 2 2 in partnership United Kingdom 11 3 in partnership Turkey 3 3 in partnership 1 1 in partnership

The majority of the Group’s wind farms around the world are located generally required to return the land to its original condition and to on land leased by the Group from third parties. The Group also owns dismantle the wind farm. certain land holdings. In the United States, the majority of the wind farms are located In Europe, the vast majority of the Group’s wind farms are located on land leased by the Group. These leases are also normally long- on leased property, subject to certain local regulations. In Greece, term contracts in order to secure the long-term future of the land for example, the land is occupied pursuant to occupancy permits on which these facilities lie. Upon expiry of the lease, the Group is issued by the state. The leases are normally long-term agreements, required to return the land to its original condition and to dismantle running for 40 years on average, extending beyond the term of the the wind farm. power purchase agreements. Upon expiry of a lease, the Group is

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PHOTOVOLTAIC POWER PLANTS

At 31 December 2009, the Group had 36 photovoltaic power plants In addition, 27 power plants were under construction at in service in France, Italy, Spain, the United States and Canada. 31 December 2009, all of which, except one in France (part of the Fourteen of these power plants are owned outright by the Group, Gabardan facility), are intended to be held for its own account or in while the other 22 are held as part of a partnership. partnership.

BIOMASS PLANT

At 31 December 2009, the Group owned a plant at Lucena in Spain, comprising a cogeneration plant and a biomass facility, with 26 MW in total capacity.

HYDRO PLANTS

At 31 December 2009, the Group owned outright seven hydro facilities in France and one in Bulgaria, plus two others under a partnership in Bulgaria. In addition, it built a hydro plant in Bulgaria with 3 MW in capacity.

COGENERATION AND THERMAL POWER PLANTS

At 31 December 2009, the Group operated one cogeneration plant Antilles thermal power plant (in Guadeloupe) is located on land in partnership in mainland France and two thermal facilities in occupied by the Group under a precarious occupancy permit issued the French overseas departments (in Guadeloupe), as well as one by the public authorities. wholly-owned cogeneration plant in mainland France. The Energies

PLANTS

Tenesol, in which EDF Energies Nouvelles Réparties holds a 50% In addition, Supra, an 81.28%-held subsidiary of EDF Energies interest, owns two photovoltaic panel production units, one with Nouvelles Réparties, owns two wood-ﬁ red domestic heating device capacity of 35 MWp p.a. located in Cape Town, South Africa, and the production facilities in France, one at Obernai in Alsace and the other with 15 MWp in capacity, located in Toulouse, France. other at Auneau in the Eure-et-Loir department.

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8.2 Environmental considerations relating to the Group’s ownership of property assets

The construction of electricity generation facilities, in particular, wind aside 1.3 million in provisions for such decommissioning. For its farms, is subject to public hearings and preliminary environmental wind farms, the Group’s provisions are more limited and amounted impact studies in the majority of countries in which the Group to € 54,600 in 2009, as a signifi cant percentage of the costs of operates. These studies essentially comprise a preliminary analysis dismantling are covered by the residual value of the equipment of the site and its environment and consider the direct and indirect (turbines and other parts). effects on the environment of construction of the facility. Certain Biomass facilities may be subject to special regulations covering jurisdictions (including France and Portugal) put restrictions on the classifi ed installations in certain countries. In Spain and in France, location of renewable energy source generation facilities in certain special regulations apply to biomass facilities. In France, biomass areas (such as Natura 2000 sites, national parks, etc.). facilities with a capacity exceeding 20 MW are regarded as classifi ed In all the countries in which the Group operates power plants, installations and as such are required to obtain operating permits including wind farms, thermal and cogeneration facilities, a legal from the relevant authorities, whereas facilities with a capacity of and/or contractual obligation exists (under leases covering the site between 2 MW and 20 MW are covered by reporting requirements. of its power plants) to return the site on which the facility was built A detailed description of the Group’s environmental policy is to its original state when generation activities are discontinued and presented in section 6.8 of this registration document. to dismantle the facility. At 31 December 2009, the Group had set

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9.1 General presentation 85 9.1.1 Introduction 85 9.1.2 Factors signifi cantly infl uencing the Group’s fi nancial performance 85 9.1.3 Income statement data 87 9.2 Results of operations 88 9.2.1 Change in accounting method 88 9.2.2 Revenues 89 9.2.3 EBITDA 90 9.2.4 Depreciation and amortisation 91 9.2.5 Operating income 91 9.2.6 Net fi nancial income/(expense) 92 9.2.7 Income tax 92 9.2.8 Share in income of equity affi liates 92 9.2.9 Net income, Group share 93 9.3 Financial structure 93 9.4 Liquidity and capital resources 94 Net cash fl ow from operating activities 94 Net cash fl ow from investing activities 94 Net cash fl ow from fi nancing activities 94 9.5 Debt structure 95 9.6 Off-balance sheet commitments 96 9.6.1 Off-balance sheet commitments given and received 96 9.6.2 Collateral, mortgages and other security agreements 96 9.7 Contractual commitments 97 9.8 Financial information concerning EDF Energies Nouvelles SA 98 9.8.1 Operating and fi nancial review 98 9.8.2 Individual fi nancial statements of EDF Energies Nouvelles SA for the fi nancial year ended 31 December 2009 98 9.8.3 Statutory Auditors’ report on the fi nancial statements Year ended 31 December 2009 99 9.8.4 Five-year fi nancial highlights 101 9.8.5 Changes in investments 101 9.9 Payment times 102

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In accordance with EC Regulation 1606/2002 of 19 July 2002 on the Registration document, are included by reference in this registration application of international fi nancial reporting standards (IFRSs), document, as is fi nancial data related to the fi nancial years ended on the consolidated fi nancial statements of EDF Energies Nouvelles 31 December 2007 and 2008 appearing in section 20.1 of the 2008 for the fi nancial year ended 31 December 2009 have been prepared Registration document, and fi nancial years ended on 31 December in accordance with IFRSs, as adopted by the European Union at 2006 and 2007 appearing in section 20.1 of the 2007 Registration 31 December 2009. document and the corresponding Statutory Auditors’ reports. In accordance with Article 28-1 of EC Regulation 809/2004, The following information concerning the Group’s fi nancial position comparisons of the Group’s results for the fi nancial years ended on and operating income should be read together with the consolidated 31 December 2007 and 2008 appearing in Chapter 9 of the 2008 fi nancial statements, as well as the notes to the consolidated registration document and for the fi nancial years ended on fi nancial statements contained in section 20.1 of this registration 31 December 2007 and 2006 appearing in Chapter 9 of the 2007 document.

9.1 General presentation

9.1.1 INTRODUCTION

The Group has adopted geographic segments and business conducted at the power plants owned by the Group and those owned segments as its reporting formats. For geographic reporting by third parties), (c) the Development and sale of structured assets purposes, the Group distinguishes between its business activities (sale of renewable energy projects) and (d) distributed renewable in Europe and the Americas (United States, Canada, Mexico). For energies (activities conducted by EDF Energies Nouvelles Réparties business segment reporting purposes, it distinguishes between and its subsidiaries). Further details concerning the segmentation four segments: (a) Generation (i.e. the management of assets of the Group’s business activities are provided in note 4 to the – production and sale of the electricity generated by the power consolidated ﬁ nancial statements for the year ended 31 December plants owned by the Group), (b) Operations & Maintenance (work 2009, included in section 20.1 of this registration document.

9.1.2 FACTORS SIGNIFICANTLY INFLUENCING THE GROUP’S FINANCIAL PERFORMANCE

At the date of this registration document, the Group considers the Recurring development and sale of structured following to be the principal factors signifi cantly infl uencing its assets business, generating variable revenues fi nancial performance: The Group’s Development and sale of structured assets business, i.e. the development and construction of wind and solar energy The pace of the entry into service projects for third parties, is steadily expanding each year in the of the Group’s power plants United States and in a more inconsistent manner in Europe (chiefl y in France). The aim of this business is to help the Group cover a Generation revenues increase in stages as power plants kept by large proportion of its development and overhead costs through the the Group in its portfolio at the end of their construction phase income it earns from these activities. It also represents a means of come into service. Assets created during the construction phase optimising and freshening up its portfolio. This business also helps are capitalised. The Group does not begin to receive any revenues to increase the Group’s bargaining power vis-à-vis its suppliers from power plants until the construction phase has been completed of turbines and photovoltaic panels. The revenues and profi ts it and the generation phase has started. The Group usually holds a generates, which are recognised in operating income, fl uctuate from long-term power purchase agreement (15-20 years) covering the one year to the next according to the size and number of projects generation phase. A plant may start generating power at the end sold and their disposal price. In addition, the Development and of a year, at which time the related assets will be recognised in full, sale of structured assets business consists mainly of construction whereas full-year revenues from the plant will not be recognised activities, and thus its margins are narrower than those commanded until the following year. This timing affects comparisons between by the generation and the operations & maintenance businesses. fi nancial years and the calculation of returns on invested capital. Revenues and profi ts from the Development and sale of structured assets business are recognised on a percentage-of-completion basis during construction, in accordance with IAS 11.

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Acquisitions and disposals Financing policy In the past, the Group pursued a policy of focusing on its priority The Group’s strategy for growth consists in developing and fi nancing geographic markets (Europe and the United States), and regularly power plants. The Group has to arrange fi nancing for each project, made changes to its asset portfolio. It was thus able to carry out in the form of both debt and equity fi nancing. Fund-raising takes various sales of assets and shareholdings in recent years, such place, and the level of debt changes as the project makes progress as in France (disposal of the Chabossière and Seclin cogeneration according to a timetable specifi c to each project, which may be plants during 2009), in Belgium (sale of a 2.5% interest in C-Power adjusted during execution. Accordingly, the construction of several during 2009) and in Mexico (disposal of the hydro activities projects in a single year may signifi cantly increase the Group’s debt in 2007). The Group has also acquired shareholdings and assets, and tie up a larger amount of equity capital than in the previous such as in France (acquisition of 50% of EDF Energies Nouvelles year or earlier in the current year, with fl uctuations being seen from Réparties in 2008), in Turkey (purchase of a 50% interest in Polat one half-year or one quarter to another. Debt is the main type of Enerji during 2008) and in Denmark (acquisition of a 50% stake in fi nancing used for the Group’s projects. As a result, an increase in Greentech A/S during 2009). interest rates leads to a substantial increase in the Group’s interest expense (see section 4.4.1 of this registration document). The Production Tax Credit system Currency effects The Production Tax Credit (“PTC”) system granted by the US tax administration allows companies investing in the renewable The Group conducts a signifi cant percentage of its business outside energies sector in the United States to qualify for a direct reduction the euro zone, notably in the United States and the United Kingdom. in their income tax liability through a tax credit mechanism. The PTC As a result, it is exposed to fi nancial risks arising from fl uctuations system is renewed either annually or biannually (note that the PTC in the US dollar and sterling, as well as the Canadian dollar and granted for the 2005-2007 period was extended until 31 December Mexican peso. This risk arises from the translation of assets and 2008 and then until 31 December 2009). liabilities upon consolidation and the impact on borrowings and receivables denominated in foreign currencies and from currency The renewal of the PTC infl uences investment decisions in the US effects related to intra-group loans and/or purchases of turbines wind energy sector, since the PTC is a key factor for investments. As and solar panels in a currency other than the functional currency a result, the uncertainties over whether or not it will be renewed and of the company making the purchase. Foreign-currency fi nancing if so, for how long, may trigger fl uctuations in operating income from granted to Group companies, particularly in US dollars and one year to the next resulting from the sale of projects as part of the sterling, may give rise to currency effects. Against this backdrop, Development and sale of structured assets business, as well as the the Group implements a foreign exchange risk management policy pace of investment in the United States. In February 2009, shortly to eliminate all currency gains/losses on the US dollar and sterling after the new US administration, which is seeking to promote wind from the Group’s income statement. energy, took power, the PTC was renewed until 31 December 2012. In addition, the unique structure of the US projects (see Chapter 6.5.1.2 of this registration document) creates two distinct Differences between regulatory frameworks revenue streams: (i) enXco, the Company’s US subsidiary, earns a and pricing terms profi t on the direct sale of shares in the project company, and then Regulations, pricing terms and systems and levels of government (ii) it receives a revenue stream from its operations. These revenues grants vary signifi cantly between countries where the Group are shared contractually between the Group and the co-investor for conducts business, leading to different levels of profi tability. In the entire duration of the power purchase agreement. particular, the Group’s fi nancial performance may vary depending on direct and indirect subsidies, tax incentives (particularly in the Fluctuations in turbine prices French overseas departments), contract adjustment and renewal clauses and the time necessary to obtain permits and authorisations Against the backdrop of expansion in the global wind energy market, for projects. However, once a power purchase agreement has higher commodity prices and problems satisfying demand for been signed for a power plant that the Group operates, the Group certain components (such as gearboxes), turbine prices were under generally enjoys stable long-term revenues (15-20 years on some degree of pressure until 2008. Rising turbine prices affected, average), subject to limited adjustments in some countries. at least temporarily, the profi ts made by the Group in its wind farm development and construction business, together with the profi tability of its projects. During 2009, given weakening demand Changing weather conditions from developers, lower commodity prices and the commissioning Electricity generated from renewable energies signifi cantly depends of additional production capacity, the situation continued to turn on weather conditions, particularly wind conditions for wind energy around, with the progressive fall in turbine prices going hand in plants, water fl ow conditions for hydro facilities and insolation for hand with the development of an active secondary market. solar photovoltaic power plants. Weather conditions thus have a signifi cant infl uence on the Group’s fi nancial performance from one year to the next. They directly affect revenues and thus also operating income. Accordingly, even though the Group’s results recorded a substantial increase in 2009, the Group experienced poor hydro conditions at its French hydro plants and mediocre wind conditions in the United States, Italy and the United Kingdom.

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Seasonal business fl uctuations at EDF Energies Possible changes in IFRSs Nouvelles Réparties IFRSs are liable to change. In particular, the Group used proportional The activities of EDF Energies Nouvelles Réparties and its consolidation to account for a number of companies over which subsidiaries and affi liates are subject to seasonal fl uctuations, it exercises joint control (e.g. Tenesol, in which the Group owns leading to weaker revenue trends in the fi rst half than in the second a stake alongside Total, and EDF Energy Renewable, in which the half of the year. For instance, during the second half of 2009, Group holds an interest alongside EDF). This method, which is revenues recorded by distributed energies activities came to allowed under IFRSs currently in force, is the subject of discussions €183.5 million, up from €95.7 million during the fi rst half of 2009. that could lead to its being disallowed going forward. This would For Tenesol, in particular, which is 50%-owned by EDF Energies have a signifi cant impact on the Group’s balance sheet and income Nouvelles Réparties, the activities qualifying for tax relief take place statement. at the end of the year, once the French ministry of fi nance issues A detailed description of the risk factors likely to have a material the corresponding approvals. For Supra, which is 82.41%-owned adverse effect on the Group’s business activities, fi nancial position by EDF Energies Nouvelles Réparties, the sale of timber products or results of its operation or on its ability to attain its objectives is generally takes place from the third quarter onwards, which is when presented in Chapter 4 of this registration document. the winter period begins.

9.1.3 INCOME STATEMENT DATA

For the consolidated fi nancial statements prepared in accordance and expense items included in determining net income or loss for with IFRSs, the principal income statement items are as follows: the period derive from the Group’s ordinary business activities. Accordingly, disposals of projects in progress, though possibly ➤ revenues chiefl y comprise sales of electricity generated by structured as sales of shares in project companies (where the the Group’s plants, the sale of projects at different stages of sale of projects is not included in revenues) are recognised in completion (sale of rights and licences or turn-key sales), sales operating income. This line item includes subsidies recognised of wind energy products and services, and sales of photovoltaic on the income statement, as well as capitalised production, facilities. They also include revenues from services relating to including internal and external costs related to the development the operation & maintenance of wind farms for third parties, phase of Group projects (where a project meets the Group’s particularly in the United States; criteria for capitalisation, development costs are capitalised; they ➤ purchases used in generation and other purchases chiefl y represent an integral part of the value of non-current assets); comprise purchases of fuel required to operate the Group’s ➤ depreciation and amortisation, which chiefl y include allowances thermal and cogeneration plants (notably gas) and purchases for the Group’s generating assets; relating to projects that the Group intends to sell (particularly turbine and photovoltaic panel purchases) that are not covered ➤ impairment losses, which include impairment on non-current by a turn-key contract; assets, particularly those resulting from impairment tests on power plant assets owned by the Group, and goodwill write- ➤ personnel expenses include wages and settlement payments; downs; ➤ external expenses include expenses for external services ➤ fi nancial income and expenses include: (particularly the cost of outsourcing the operations & maintenance of the Group’s power plants), together with sub-contracting costs – the cost of net debt, including interest expenses related to the relating to the construction of power plants sold by the Group fi nancing of investments (the Group generally uses project and turn-key services for plants being built and intended for fi nancing), sale. External services expenses also include recurring operating expenses; – gains and losses on disposals of shares in non-consolidated subsidiaries and equity affi liates that the Group does not control, ➤ taxes other than income tax principally include the French business tax (limited to a proportion of value added) and real – translation gains or losses related to the Group’s exposure to estate taxes in France and the United States, as well as any fl uctuations in the US dollar/euro exchange rate and, to a lesser withholding tax; extent, in the sterling/euro exchange rate, – charges to provisions for impairment in long-term investments, ➤ other operating income and expenses include proceeds from the disposal of non-current assets less the net carrying amount and of non-current assets sold, gains and losses on the disposal of – discounting costs, including fl uctuations in the fair value of investments, production transferred to inventory and recurring hedging instruments. (but less frequent) income and expenses. The majority of income

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9.2 Results of operations

9.2.1 CHANGE IN ACCOUNTING METHOD

The Group has developed wind energy projects in the United States The adoption in the United States of the Safe Harbor Act has in the form of joint ventures with fi nancial investors. The wind prompted a reassessment of the balance of risks between the energy projects in the United States generate three revenue sources partners. In addition, the publication by the IASB of Exposure Draft (i) the sale of the electricity they generate under power purchase 10 Consolidated fi nancial statements provided guidance helping to agreements (PPAs), which are generally entered into with a power analyse the rights of the partners, which based on these changes company for a period of 20 years, (ii) Production Tax Credits (PTCs), and insights appear to be more protective (protection of minority which are tax credits with a life of 10 years that are proportional investors) than participating rights. to the electricity generated, and (iii) the possibility of harnessing Accordingly, to better refl ect the economic reality and substance of accelerated tax depreciation. These two tax credits account for a these agreements, i.e. these entities are controlled by the Group, it signifi cant proportion of the total revenues from projects (based was decided that these entities should be fully consolidated. on the Group’s past track record, they contribute between 40% and 50% of total revenues). enXco, the Group’s US subsidiary, does not Since this represents a change in accounting method implemented have a suffi ciently large tax base to absorb all these tax benefi ts. by the Group, in accordance with the provisions of IAS 8.19b It therefore monetises them via so-called “tax equity investors”. Accounting policies, changes in accounting estimates and errors, it Projects are thus fi nanced by tax equity investors, who contribute was adopted with retroactive effect from 1 January 2008, and the upfront the discounted total amount of the tax benefi ts and the impact net of tax was recognized in equity at this date. electricity sales that they will be allocated over the life of the wind The wind farms affected are the Oasis (60 MW), Fenton (205.5 MW) farm, as well as by external bank debt (project fi nancing) and by and Wapsi North (100.5 MW) facilities. enXco’s own capital. The impact of this change in consolidation method on the Given the Group’s assessment during the fi nancial year of the consolidated fi nancial statements at 1 January 2008, as well as at governance and risk-sharing arrangements between the partners, 31 December 2008, is presented in the 2009 consolidated fi nancial these entities have to date been consolidated proportionally. The statements in Note 3.4 “Change in method of consolidation and ownership percentage used for this proportional consolidation reclassifi cations”. refl ects the contractual sharing of the benefi ts, i.e. the revenue Accordingly, the information concerning the fi nancial year ended earned from the sale of electricity, tax credits and accelerated tax 31 December 2008 included in the following sections is presented depreciation, between EDF Energies Nouvelles and the tax equity as published (historical data) and restated for the change in the investors. The latter are known as tax equity investors because they method of consolidation used for the US wind farms to facilitate recover a part of their equity contribution in the form of tax benefi ts. comparisons between 2008 and 2009 on a level playing fi eld.

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9.2.2 REVENUES

The Group’s revenues surged by 15.5% to €1,173.1 million in the the Distributed Energies business, with an encouraging ramp-up year ended 31 December 2009, up from €1,015.4 million in the in products and services in the building-integrated solar segment. year ended 31 December 2008. At constant exchange rates, the Development and sale of structured asset (DSSA) revenues recorded increase in revenues came to 13.8%. The Group’s revenue growth a contraction during 2009, after reaching a high level in 2008 given was driven by higher Generation revenues, as well as by growth at the number and size of projects, especially in the United States.

The following table shows a breakdown of the Group’s revenues by geographic area:

(in thousands of euros) 2008 (reported) 2008 (restated) 2009

Europe 517.5 517.5 739.5 Generation 180.1 180.1 271.2 Operations & Maintenance 5.4 5.4 6.4 Development and Sale of Structured Assets (DSSA) 147.0 147.0 182.7 Distributed energies 185.0 185.0 279.2 Americas 489.1 497.9 433.6 Generation 48.4 57.2 90.9 Operations & Maintenance 18.6 18.6 27.8 Development and S ale of S tructured A ssets (DSSA) 422.1 422.1 314.9 Distributed energies --- TOTAL 1,006.6 1,015.4 1,173.1

The following table shows a breakdown of the Group’s revenues by business segment:

(in thousands of euros) 2008 (reported) 2008 (restated) 2009

Generation 228.5 237.3 362.1 Operations & Maintenance 24.0 24.0 34.2 Development and S ale of S tructured A ssets (DSSA) 569.1 569.1 497.6 Distributed energies 185.0 185.0 279.2 TOTAL 1,006.6 1,015.4 1,173.1

Europe Consolidated 2009 output amounted to 2,767.6 TWh in Europe. The strong generation levels recorded late on in the year in the wind € The Group’s revenues in Europe grew by 42.9% from 517.5 million segment in Portugal, France and Greece helped these regions to € in 2008 to 739.5 million in 2009. This increase was attributable to make up for the shortfall recorded at the beginning of the year the following factors: owing to poor wind conditions, but Italy and the United Kingdom ➤ generation revenues advanced by 50.6% from €180.1 million recorded a signiﬁ cant decline on the previous year. € in 2008 to 271.2 million in 2009, representing an increase of ➤ development and sale of structured asset revenues advanced from € 91.1 million. The key factors driving this increase were: €147.0 million in 2008 to €182.7 million in 2009. During 2008,

– the full-year impact of the wind farms commissioned during 2008 the Group sold photovoltaic facilities with 6.1 MWp in capacity in Portugal (194 MW net), France (162.6 MW net), Greece in Spain and 26.3 MW in wind farms in France. During 2009, (35 MW net), Italy (33.3 MW), the United Kingdom (20 MW net) revenues from the sale of photovoltaic projects in France grew, and photovoltaic facilities with 7.4 MWp in capacity in France, with the sale of 11.6 MWp in roof-based projects (industrial 2.2 MWp in Italy and 1.2 MWp in Spain, and commercial roof arrays and farm buildings), as well as the Mangassaye project (5.1 MWp). DSSA revenues also included the – the commissioning during 2009 of new wind farms in France sale of panels to proportionally consolidated companies, with (101.1 MW net), Italy (27.2 MW net), Turkey (22.5 MW net), only the intra-group portion of these sales being eliminated from Greece (19.8 MW net), the United Kingdom (19 MW net), Portugal consolidated revenues. They remained broadly stable in 2009 (20 MW net) and Belgium (6.2 MW net offshore), as well as new compared with 2008. Lastly, the Fierville wind farm project photovoltaic facilities in France (18.5 MWp net) and Italy (9 MWp (28 MW in total) was completed; net). In France, 1.4 MW in biogas capacity was also commissioned;

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➤ revenues generated by the Operations & Maintenance business – the full-year impact of the commissioning during 2008 of the totalled €6.4 million during 2009. They came to €5.4 million Wapsi North (100.5 MW net) wind farm in the United States during 2008; and the lower level of photovoltaic facilities entering service (1.34 MWp net), ➤ the revenues posted by EDF Energies Nouvelles Réparties and its subsidiaries during 2009 came to €279.2 million, up from – the commissioning during 2009 of the Shiloh II and Hoosier wind €185 million in 2008, representing an increase of 50.9%. This farms (256 MW in total net capacity) and part of the La Ventosa increase of €94.2 million derived chieﬂ y from: facility in Mexico (37.5 MW net), as well as of solar photovoltaic facilities in the United States with 4.4 MWp in net capacity, – the strong performance recorded by EDF Energies Nouvelles Réparties SA and Photon Power Technologies (switch from equity – positive currency effects. At constant exchange rates, the increase accounting to full consolidation at the beginning of the year) in in revenues came to 51.4%; terms of sales of building-integrated solar systems. EDF Energies ➤ a total of 2,140.1 TWh in power was generated in the Americas Nouvelles Réparties SA’s revenues shot up from €20.5 million during 2009 amid unfavourable wind conditions. in 2008 to €70.7 million in 2009, representing an increase of €50.2 million. Photon Power Technologies’ revenues grew to ➤ the revenues posted by the Development and sale of structured €24.7 million, assets business dropped from €422.1 million in 2008 to €314.9 million in 2009, representing a decrease of €107.2 million. – the performance of the Tenesol group and Supra was The key factors were as follows: stronger than in 2008. The revenues recorded by the Tenesol group (proportionally consolidated at a rate of 50%) came – in 2008, the main contributions came from the completion of the to €108.5 million in 2009, up from €95.8 million in 2008, Goodnoe (94 MW) project and the sale of the Walnut (153 MW) representing an increase of €12.7 million. Supra’s revenues and Grand Meadows (100.5 MW) projects, increased from €66 million in 2008 to €72 million in 2009, – during 2009, the principal contributors were the sale of the Crane representing an increase of €6 million. Creek (99 MW), Spearville 2 (48 MW) and Linden (50 MW) wind energy projects;

Americas ➤ revenues from the Operations & Maintenance business grew € During 2008, the Group reported revenues in the Americas of by 49.5%. They increased from 18.6 million in 2008 to € €489.1 million. Taking into account the switch from proportional 27.8 million in 2009. This rise was to a great extent attributable to full consolidation for the US wind farms, 2008 revenues in the to the new contracts signed in 2008 and 2009. At 31 December region came to €497.9 million. In 2009, revenues in the Americas 2009, 4,719 MW in capacity was covered by Operations & totalled €433.6 million, representing a decline of 12.9% on 2008. Maintenance contracts for its own account and for third parties. At constant exchange rates, revenues fell by 17.1%. At constant exchange rates, revenues rose by 42.3%.

➤ generation revenues moved up from €57.2 million in 2008 to €90.9 million in 2009, representing an increase of €33.7 million or 58.9% owing chieﬂ y to:

9.2.3 EBITDA (1)

EBITDA came to €334.2 million in 2009, up from €226.8 million ➤ the recognition of the excess of net assets at fair value over the in 2008, representing an increase of €47.3 million. Excluding acquisition cost (€20.3 million in negative goodwill) of the Monte the impact of the change in method used to consolidate the US Grighine project currently under construction (98.9 MW), in which projects, EBITDA came to €322.2 million in 2009, down from the the Group acquired a 50% interest under its partnership with €215.9 million reported in 2008, representing an increase of 49.2%. Greentech Energy Systems A/S, a European wind farm developer; The principal factors driving this trend were as follows: ➤ an increase of €32.2 million in development and corporate ➤ the growth in the Group’s revenues, deriving notably from its expenses compared with the previous year. Generation, Development and sale of structured asset and Operations & Maintenance businesses and from EDF Energies As a result, the EBITDA contribution made by Europe went up from € € Nouvelles Réparties, which had a positive impact of 151.5 million in 2008 to 215.4 million to 2009, representing an €119.3 million; increase of 42.2%. As a result, the EBITDA contribution made by the Americas surged from €75.3 million in 2008 to €118.8 million to 2009, representing an increase of 57.8%. At constant exchange

(1) This chapter presents the Group’s earnings before interest, tax, depreciation and amortisation (EBITDA). EBITDA should not in any way be construed as operating income, net income or cash ﬂ ow resulting from our activities nor should it be used as an indicator of the Group’s past or future proﬁ tability or liquidity.

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rates, the EBITDA generated by the Americas amounted to Antilles). Lastly, EBITDA for the 2009 fi nancial year also refl ected €113.2 million, representing an increase of 50.3%. the improved performance of EDF Energies Nouvelles Réparties and its subsidiaries. The trend in EBITDA contributed by Europe was chiefl y attributable to the impact of the new facilities commissioned during the year The trend in the EBITDA of the Americas region was also attributable and the full-year contribution made by those that entered service to the effects of the facilities commissioned during 2009 and the in 2008. In addition, it refl ects the excess of net assets at fair full-year contribution made by facilities commissioned in 2008 value over the acquisition cost of the Monte Grighine project. against the backdrop of limited production owing to merely Even so, Europe accounted for the bulk of the increase in the acceptable wind conditions. Even so, the EBITDA trend also Group’s development and overhead costs, and performance at refl ected the improvement in the profi tability of DSSA projects over comparable structure fell short of that recorded in 2008 owing 2009 compared with 2008 owing notably to the negative margin on notably to less favourable conditions for electricity sales in 2009 the Goodnoe (94 MW) project in 2008, giving rise to a favourable than in the previous year (very poor wind conditions in the United base of comparison, as this project ran into highly exceptional Kingdom and Italy, production curbs in Sardinia, technical teething implementation diffi culties. problems in France and the impact of industrial action in the French

9.2.4 DEPRECIATION AND AMORTISATION

Net depreciation and amortisation increased by €42 million from the wind farms that entered service in 2008 and the full-year impact €61.3 million in 2008 to €103.3 million in 2009. This rise was of those that were commissioned during 2008. attributable to the depreciation of non-current assets constituting

9.2.5 OPERATING INCOME

Geographic area (in millions of euros) 2008 (reported) 2008 (restated) 2009

Europe 108.2 108.2 146.7 Americas 50.4 57.3 83.4 TOTAL 158.6 165.5 230.1

The Group’s operating income came to €230.1 million in 2009, compared with €165.5 million in 2008, representing an increase of 39%.

Europe Americas Operating income from the Group’s business activities in Europe The operating income generated by the Group in the Americas region increased from €108.1 million in 2008 to €146.7 million in 2009. went up from €57.3 million in 2008 to €83.4 million in 2009, which represented an increase of 45.6%. At constant exchange rates, the The increase was primarily attributable to the Generation increase in revenues came to 38.6%. This increase was attributable business, owing in particular to the full-year impact of the facilities to revenue growth at the Generation and DSSA businesses, which commissioned in 2008 with 455.7 MW in total capacity, breaking was especially brisk in 2009, notably thanks to the commissioning down into 444.9 MW in the wind segment and 10.8 MWp in the solar in the United States of the Shiloh 2 (150 MW) and Hoosier (106 MW) photovoltaic segment. A total of 244.7 MW in additional capacity wind farms and photovoltaic projects (4.4 MWp net). Operating was commissioned during 2009, including 215.9 MW in the wind income was also underpinned by the full-year impact of the facilities and 27.4 MWp in the solar photovoltaic segments, plus 1.4 MW in commissioned during 2008, notably the Wapsi North (100.5 MW) the biogas segment. wind farm, which entered service at the very end of the year. The Operating income in Europe also refl ected to a great extent the La Ventosa wind farm in Mexico (partial commissioning of 37.5 MW increase in the Group’s overhead and development costs, as well in net capacity) and the Arnprior photovoltaic facility in Canada as the less auspicious generation conditions seen in 2009 by (23.4 MWp net) entered service right at the end of 2009 and did not comparison with the previous year. Lastly, the operating income signifi cantly affect performance during the year. fi gure included the excess of Monte Grighine project’s net assets The increase in operating income was also attributable to the at fair value over its acquisition cost (negative goodwill) and the high level of margins recorded during 2009 on DSSA projects expansion in EDF Energies Nouvelles Réparties’ business activities. by comparison with 2008, when the Goodnoe (94 MW) project generated a negative margin as it ran into extremely unusual construction diffi culties.

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9.2.6 NET FINANCIAL INCOME/(EXPENSE)

The Group posted net fi nancial expense of €104 million in 2009, in 2009, representing a negative change of €20.3 million. This compared with net expense of €47.5 million in 2008, representing change was principally attributable to the recognition of a an increase of €56.5 million attributable to: provision of €20.2 million covering the fi nancial receivables due to the Group from Silicium de Provence (SilPro), in which ➤ the increase in interest expense net of investment income EDF Energies Nouvelles holds an indirect minority shareholding. came to €39.3 million: it rose from €41.6 million in 2008 to The SilPro industrial plan was to build and operate a silicon €80.9 million in 2009 owing to the increase in debt arising from refi nement plant for the solar photovoltaic industry. The fi nancial the commissioning of power plants in 2008 and 2009; crisis and the contraction in demand for silicon caused major ➤ the recognition in 2009 of the change in the fair value of fi nancing diffi culties for SilPro, which obliged it to apply for derivatives, which represented a gain of €1.8 million, as opposed receivership during the fi rst half of 2009, then liquidation during to a charge of €1.3 million in 2008, representing a positive the second half of the year. The provision covers the Group’s change of €3 million; estimated maximum exposure to date in relation to SilPro.

➤ other income and expenses, which represented a net expense of €4.6 million in 2008, came to a net expense of €24.9 million

9.2.7 INCOME TAX

Income tax expense amounted to €21.4 million in 2009, up from – the impact of using the Production and Investment Tax Credits €38 million in 2008, based on income before tax of €126.1 million, earned in the United States during the 2009 fi nancial year and compared with €117.9 million in 2008. The Group’s effective tax rate accumulated those over the 2006-2008 period. The Group took stood at 16.96%, up from 32.25% in 2008. advantage of the possibility of exceptional tax depreciation on the Wapsi North wind farm during 2008 to implement a carry- The reduction in the Group’s tax expense and the difference vis-à- back transaction, which enabled it to gain a repayment of the tax vis the statutory tax rate in France of 34.43% for the 2009 fi nancial paid in 2006 and 2007 and to use the tax credits corresponding year were chiefl y attributable to: to the 2006-2008 period. This transaction automatically led to a ➤ the following effects, leading to a reduction in the effective signifi cant increase in the effective tax rate in the United States tax rate: and thus for the entire Group during the 2008 fi nancial year,

– non-recurring income not subject to tax, notably arising from the – the recognition of previously unrecognised tax losses, recognition of negative goodwill not subject to tax on the Monte Grighine project in connection with the partnership entered into – research tax credits;

with Greentech Energy Systems A/S and the realisation in France ➤ the following effects, leading to an increase in the effective of capital gains on disposals of investments in unconsolidated tax rate: subsidiaries at a rate of around 1.72%, – the non-deductibility for tax purposes of certain expenses, – a non-recurring tax credit in Italy owing to the adoption of the “Tremonti-ter” temporary tax measure promoting investment – the impact of not recognizing certain tax losses, chieﬂ y in Greece. that beneﬁ ted the Bonorva wind energy project,

– the lower tax rates in several countries in which the Group operates (chieﬂ y the United Kingdom, Italy, Portugal, Turkey and Bulgaria),

9.2.8 SHARE IN INCOME OF EQUITY AFFILIATES

The contribution made by equity affi liates went from a loss of on the Group’s overall performance. After falling well into the red €2 million in 2008 to a loss of €0.2 million in 2009. This situation during the fi rst half of 2009, earnings stabilised in the end at close is principally attributable to the loss recognised in 2008 by to breakeven point in 2009 owing notably to the positive trend in Alcogroup in Belgium, in which the Group owns a 25% interest; ethanol prices and the healthy production performance of the Ghent fi rstly, Alcogroup recognised impairment on its production assets in bioethanol plant. Mauritius; secondly, the fall in ethanol prices had a negative impact

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9.2.9 NET INCOME, GROUP SHARE

Net income, Group share advanced by 38.7% from €70.6 million ➤ the share in the losses recorded by equity affi liates came to in 2008 to €97.9 million in 2009, representing an increase of €0.2 million, owing chiefl y to Alcogroup; and €27.3 million. This increase breaks down as follows: ➤ minority interests came to €6.6 million in 2009. The recognition ➤ operating income moved up €64.7 million to €230.1 million of the impact of the closure of the SilPro project had a negative in 2009. This rise was principally attributable to the increase in impact of €13.9 million on the income statement and a positive revenues from Generation and the sale of projects; impact of €6.9 million on minority interests. Adjusted for this impact, minority interests came to €13.6 million in 2009, up from ➤ fi nancial expense recorded a rise of €56.5 million owing to the €7.3 million in 2008. The increase in minority interests refl ected higher interest expense net of investment income and the effects the earnings growth at EDF Energies Nouvelles Réparties, good of the shutdown of the SilPro project; hydro conditions in Bulgaria and business expansion in Italy. ➤ tax expense moved down from €38.0 million to €21.4 million, notably refl ecting the impact of the negative goodwill not subject to tax arising from the Greentech transaction, the use of tax credits in the US and the tax deduction related to investments in French overseas departments and territories;

9.3 Financial structure

The Group’s equity stood at €1,572.5 million at 31 December 2009, €80.4 million in advances paid and various other receivables and up from €1,474.1 million at 31 December 2008. In 2008, the Group €64.6 million in trade payables; reported equity of €1,491 million. The impact of the restatement for ➤ the investments made over the period: €(1,318.6) million the companies held in partnership in the US represents a reduction compared with €(1,069.5) million in 2008, representing an in equity of €16.9 million. increase of 23.3%. The investments made during 2009 in wind Net debt stood at €2,737.5 million at 31 December 2009, up energy (and other technologies) amounted to €(912) million, from €1,313.8 million at 31 December 2008. Reported net debt representing 69.2% of 2009 investments, plus €(345.8) million at 31 December 2008 came to €1,218 million. The impact of the in the solar energy segment, representing 26.2% of investments. restatement represents an increase in net debt of €95.8 million. A total of €(60.8) million, i.e. 4.6%, was invested in EDF Energies During 2009, the €1,423.7 million rise in net debt was chiefl y Nouvelles Réparties’ business activities; attributable to: ➤ payment of the dividend: €(23.4) million; ➤ the operating cash fl ow generated during the fi nancial year: ➤ changes in the scope of consolidation: €(76.0) million, €236.0 million; it accounted for 71% of EBITDA, which represents including the fi rst-time consolidation of the Monte Grighine a high level because the income tax payable on the previous project (Greentech deal), with an impact of €(57) million, the year’s earnings was not very high; change in the method of consolidation used for Photon Power ➤ the increase in the working capital requirement: €(192.8) million, Technologies and Photon Power Industries, leading to an impact the bulk of which was attributable to an increase in turbine of €(21) million, and a positive effect of €2 million from other inventories for the US wind energy projects. In absolute terms, effects; and the working capital requirement came to €625 million at ➤ other items €(48.9) million, owing notably currency fl uctuations, 31 December 2009, €354 million of which comprised inventories, changes in discounting and changes in accounting method. €126 million in work in progress net of advances received,

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9.4 Liquidity and capital resources

The following table summarises the Group’s cash ﬂ ows during the years ended on 31 December 2008, and 2009 (IFRSs):

(in millions of euros) 2008 (reported) 2008 (restated) 2009

Net cash fl ow from operating activities (0.3) (13.1) 107.3 Net cash fl ow from investing activities (1,008.0) (1,008.0) (1,291.1) Net cash fl ow from fi nancing activities 1,169.7 1,182.6 1,166.4

NET CASH FLOW FROM OPERATING ACTIVITIES

Net cash ﬂ ow from the Group’s operating activities amounted of plants commissioned during 2009 and, secondly, to the trend in to €107.3 million in 2009, up from €(13.1) million in 2008. This interest expense on borrowings, predominantly comprising interest, increase was attributable, ﬁ rstly, to a steep rise in depreciation, bank fees and leasing gains and losses. amortisation and charges to provisions owing mainly to the impact

NET CASH FLOW FROM INVESTING ACTIVITIES

In 2009, net cash ﬂ ow from investing activities came to numerous very large investments in the United States, France, €(1,291.1) million, compared with €(1,008) million in 2008. Mexico, Italy and Canada. This trend was the result of business expansion, which entailed

NET CASH FLOW FROM FINANCING ACTIVITIES

Net cash fl ow from fi nancing activities amounted to €1,166.4 million In addition, investment committed during the year was fi nanced in 2009, compared with €1,182.6 million in 2008. partly through €1,957 million in new bank loans and other borrowings, while €694.1 million in existing borrowings were repaid.

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9.5 Debt structure

The following table summarises the Group’s debt structure in the years ended 31 December 2008 and 2009:

(in millions of euros) 2008 (reported) 2008 (restated) 2009

Borrowings from credit institutions 1,641.5 1,683.6 2,363.0 Other borrowings 177.6 222.5 1,012.6 Accrued interest 3.8 3.9 4.5 BORROWINGS (1) 1,822.9 1,910.1 3,380.1

(1) Excluding bank overdrafts and fair value of derivatives.

At 31 December 2009, borrowings amounted to €3,380.1 million ➤ the repayment of borrowings (€694.1 million), primarily in compared with €1,910.1 million at 31 December 2008, representing France (€387.5 million), the United States (€172.8 million), Italy an increase of €1,470 million. This increase arose from the (€73.6 million), Greece (€27.3 million), Portugal (€22.3 million) substantial investments made during 2009 in wind farms intended and the United Kingdom (€6 million); to be kept by the Group. This change derived primarily from: ➤ the change in other borrowings, which increased by ➤ new borrowings arranged with credit institutions €686.3 million; and (€1,378.4 million), mainly in France (€724 million), the ➤ United States (€286.8 million), Italy (€161.1 million), Greece other movements (notably the impact of changes in the scope of (€77.4 million), Portugal (€58 million), Turkey (€38.2 million) consolidation and translation differences), which accounted for and Canada (€32.7 million); the remainder.

The following table summarises the Group’s debt structure in the years ended 31 December 2008 and 2009:

(in millions of euros) 2008 (reported) 2008 (restated) 2009

Borrowings 1,822.9 1,910.0 3,380.1 Bank overdrafts 138.4 138.4 34.9 Fair value of derivatives held as liabilities 50.1 60.1 61.4 Fair value of derivatives held as assets (35.0) (35.0) (40.3) Short-term ﬁ nancial receivables (net of provision) (174.4) (175.6) (232.2) Cash and cash equivalents on balance sheet (584.0) (584.2) (466.3) NET DEBT 1,218.0 (1) 1,313.7 2,737.6 (1) Since 30 June 2009, the Group’s net debt includes cash held in blocked reserve accounts. Net debt at year-end 2008 has been modified to take this into account.

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9.6 Off-balance sheet commitments

9.6.1 OFF-BALANCE SHEET COMMITMENTS GIVEN AND RECEIVED

The commitments given and received by the Group linked to its operating, ﬁ nancing and investing activities break down as follows:

(in millions of euros) 2008 (reported) 2008 (restated) 2009

Collateral, mortgages and other security agreements 965.2 1,010.1 1,603.6 see section 9.6.2 Collateral, deposits and other guarantees given 1,108.1 1,108.1 1,102.2 (1) Other commitments given 2,330.7 2,330.7 2,476.5 (2) COMMITMENTS GIVEN 4,404.0 4,448.9 5,182.3 Collateral, deposits and other guarantees given 1,158.4 1,158.4 832.4 (1) Other commitments given 2,945.9 2,945.9 3,094.3 (2) COMMITMENTS RECEIVED 4,104.3 4,104.3 3,926.7

Analysis of off-balance sheet commitments The consideration received in return for these commitments is hard to evaluate but signifi cant. It takes the form of warranties (1) Collateral, deposits and other guarantees given: this item chiefl y covering installations’ technical performance with regard to € comprises 769 million in performance guarantees related to wind energy, water fl ow or fuel quantities. wind farms and solar power plants. These guarantees amounted € to €600 million in the United States, €109.7 million in France, Commitments given also include 113 million in commercial €43 million in Germany and €16.3 million in Spain. commitments. Collateral, deposits and other guarantees received: this item Other commitments received: Commitments received € primarily comprises €752 million in guarantees received from include 2,192.9 million in reciprocal commitments on the customers in relation to the acquisition of wind farms and solar aforementioned orders for non-current assets and purchasing € facilities. These guarantees received represent the double contracts, as well as 274.8 million in leases and long- entries for the aforementioned performance guarantees. term service agreements. Commitments received include €48.6 million in commercial commitments. (2) Other commitments given: other commitments given include € reciprocal commitments relating to orders of non-current Commitments received also comprise 578 million in project assets and long-term purchasing contracts (€2,089.4 million) fi nancing credit facilities granted by banks but not yet in use. and to long-term rental and service contracts (€274.4 million).

9.6.2 COLLATERAL, MORTGAGES AND OTHER SECURITY AGREEMENTS

Asset pledged (ﬁ xed installations related to wind farms, receivables) The shares in Group companies pledged amounted to €170 million as collateral for borrowings amounted to €1,434 million at at 31 December 2009, chieﬂ y comprising shares in the subsidiaries 31 December 2009 and related principally to assets in Portugal in Italy (€77 million), Portugal (€52.4 million) and Greece (€359.8 million), Italy (€381 million), the United States (€29.4 million). (€331.1 million), Greece (€170 million), the United Kingdom (€84.2 million) and France (€32.7 million).

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The following table shows the assets pledged by the Company at 31 December 2009:

Amount of pledged Balance sheet item Corresponding % Type of pledge/mortgage (in millions of euros) assets (A) (B) (A)/(B)

On property, plant and equipment 1,275 (1) 3,594 35.5% On ﬁ nancial assets 170 (2) -(2) n/a On other assets (receivables, bank accounts) 159 (3) 1,355 11.7% TOTAL 1,604 6,125 26.2% n/a: not applicable. (1) For property, plant and equipment, comparisons are made with reference to the total amount of property, plant and equipment appearing on the consolidated balance sheet at 31 December 2009. The pledges provide cover to the lenders who granted external long-term financing for these assets. The duration of these security arrangements is related to the term of the financing and is primarily 10 to 15 years at inception. (2) Pledges of financial assets represent pledges of shares. In certain cases, these relate to shares in the Group’s subsidiaries carrying the debt. These securities are generally eliminated for consolidation purposes and the financial assets pledged as collateral do not appear on the consolidated balance sheet. (3) The other assets balance sheet item takes into account other receivables, trade receivables and cash and cash equivalents.

9.7 Contractual commitments

The following table shows the Group’s contractual obligations at 31 December 2009 by maturity:

Total Payment schedule by period Contractual obligations (in millions of euros) Total < 1 year 1 to 5 years > 5 years

Long-term debt 3,314.5 1,257.3 1,072.5 984.7 Finance lease commitments 65.6 18.4 30.9 16.3 SUB-TOTAL, CONTRACTUAL OBLIGATIONS ON THE BALANCE SHEET 3,380.1 1,275.7 1,103.4 1,001.0

Rental contracts 36.9 4.2 10.2 22.5 Service agreements 237.6 26.3 82.4 128.9 Long-term purchasing contracts 180.1 52.6 90.6 36.9 Commitments arising on orders of non-current assets 1,908.9 706.2 1,201.4 1.3 Commercial commitments 112.9 14.1 64.1 34.8 SUB-TOTAL, OFF-BALANCE SHEET CONTRACTUAL OBLIGATIONS (1) 2,476.4 803.4 1,448.7 224.4

TOTAL CONTRACTUAL OBLIGATIONS 5,856.5 2,079.1 2,552.1 1,225.4

(1) The Off-balance sheet contractual obligations sub-total reflects the Other commitments given line in section 9.6.1 of this registration document.

The following table shows the other commitments given:

Total Amount of commitments by period Other commitments given: in millions of euros < 1 year 1 to 5 years > 5 years

Performance guarantee commitments 768.9 511.5 257.2 0.2 Guarantees 326.7 239.0 63.4 24.3 Deposits 6.6 6.6 4.8 1.4 TOTAL COLLATERAL, DEPOSITS AND OTHER GUARANTEES GIVEN (1) 1,102.2 750.8 325.4 25.9

(1) See section 9.6.1 of this registration document.

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9.8 Financial information concerning EDF Energies Nouvelles SA

9.8.1 OPERATING AND FINANCIAL REVIEW

Revenues to the fall in interest rates and also recorded a net foreign currency loss. These effects were partly offset by an increase in dividend The revenues recorded by EDF Energies Nouvelles SA, the income (including €13.5 million from enXco) and a reduction in holding company for the EDF Energies Nouvelles group, came to borrowing costs. €31.9 million in 2009, up from €20.8 million in 2008. Net non-recurring showed a gain €4.6 million in the year Revenues chiefl y derive from services to the Group (e.g. guarantees ended 31 December 2009, compared with €4.3 million in 2008. given to fi nancial institutions by the Company on behalf of During 2009, this item notably refl ected the sale of some (2.5% subsidiaries, Statutory Auditors’ fees, research and development interest) of the investment held in C-Power (offshore wind energy), fees that are passed on to them) and management fees charged to which dropped back from 20.8% to 18.3%. the Group’s various subsidiaries and, to a lesser extent, services € € billed to shareholder EDEV SA (portion of the rent for the Cœur Net income for 2009 came to 30.8 million, down from 34.3 million Défense offi ces). The growth in revenues was driven notably by in the previous year. the increase in management fees and the various fees passed on (Statutory Auditors’ fees, research and development costs, rent and Equity and net debt commission). EDF Energies Nouvelles SA’s equity stood at €1,226.4 million at 31 December 2009, compared with €1,216.2 million at 31 December Earnings 2008. At 31 December 2009, retained earnings stood at €50.4 million € For 2009, EDF Energies Nouvelles SA recorded an operating loss of and net income at 30.8 million. €4.9 million, compared with a loss of €5.8 million in the previous EDF Energies Nouvelles SA is playing an increasingly active role in year. This improvement derived notably from the fact that the fi nancing its subsidiaries and investments given the introduction of volume of intra-Group billings exceeded the rate of increase in a cash pooling system just over four years ago. It provides some operating expenses. Since EDF Energies Nouvelles SA acts as the of the capital for wind and solar energy projects retained by the top holding company in the Group, the operating profi t recorded by Group and grants advances to the Group’s subsidiaries to fi nance EDF Energies Nouvelles is structurally negative because it cannot their working capital requirement, make downpayments to turbine pass on all of its operating expenses. manufacturers and fi nance the construction periods for wind farms EDF Energies Nouvelles SA posted net fi nancial income of prior to the arrangement of limited-recourse project fi nancing. €28.9 million in 2009, down from €35.1 million in 2008, representing For these transactions, EDF Energies Nouvelles SA can draw a decline of €6.2 million. During 2009, the Company earned less on corporate credit lines and bank overdrafts amounting to fi nancial income from its investments and current accounts owing €1,538 million, as well as €210 million in cash and cash equivalents.

9.8.2 INDIVIDUAL FINANCIAL STATEMENTS OF EDF ENERGIES NOUVELLES SA FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

The individual ﬁ nancial statements of EDF Energies Nouvelles SA for the ﬁ nancial year ended 31 December 2009 are shown in Appendix 4 of the registration document .

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9.8.3 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS OF EDF ENERGIES NOUVELLES S.A. FOR THE YEAR ENDED 31 DECEMBER 2009

This is a free translation into English of the statutory auditor’s report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditor’s report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditor’s assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures. This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2009, on:

➤ the audit of the accompanying ﬁ nancial statements of EDF Energies Nouvelles S.A.;

➤ the justiﬁ cation of our assessments;

➤ the specifi c verifi cations and information required by law. These fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements based on our audit.

1 Opinion on the fi nancial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Company as at 31 December 2009 and of the results of its operations for the year then ended in accordance with French accounting principles.

2 Justiﬁ cation of our assessments In accordance with the requirements of Article L. 823-9 of the French Commercial Code (“Code de commerce”) relating to the justiﬁ cation of our assessments, we bring to your attention the following matters.

Financial assets The Company reviews annually the value of its fi nancial assets in accordance with the policy described in the note 5.3 “Financial assets” to the fi nancial statements. We have assessed the policy used by the Company and, based on information available to date, verifi ed that the estimates resulting from this approach are reasonable.

Tax consolidation Note 5.8 “Tax consolidation” to the fi nancial statements describes the accounting treatment with respect to tax savings created by the tax consolidation and their allocation to the subsidiaries in accordance with the tax consolidation agreement. We have considered the methodology used by the Company and reviewed the calculation performed. Based on information available, our work does not undermine the Company’s approach. These assessments were made as part of our audit of the fi nancial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report.

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3 Specifi c verifi cations and information We have also performed, in accordance with professional standards applicable in France, the specifi c verifi cations required by French law. We have no matters to report as to the fair presentation and the consistency with the fi nancial statements of the information given in the management report of the Board of Directors, and in the documents addressed to shareholders with respect to the fi nancial position and the fi nancial statements. With respect to the information given in accordance with the requirements of Article L. 225-102-1 of the French Commercial Code (“Code de commerce”) relating to remunerations and benefi ts received by the directors and any other commitments made in their favour, we have verifi ed its consistency with the fi nancial statements or with the underlying information used to prepare these fi nancial statements and, where applicable, with the information obtained by your Company from companies controlling your Company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. In accordance with French law, we have verifi ed that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders has been properly disclosed in the management report. Statutory Auditors Paris La Défense and Paris, 9 February 2010

KPMG Audit Department of KPMG SA Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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9.8.4 FIVE-YEAR FINANCIAL HIGHLIGHTS

2005 2006 2007 2008 2009

Share capital at year-end (in euros) Share capital 68,972,608 99,287,574 99,287,574 124,109,466 124,104,466 Number of ordinary shares in issue 4,310,788 62,054,734 62,054,734 77,568,416 77,568,416 Number of preference shares (without voting rights) in issue 0 0 0 0 0 Maximum number of shares to be issued in the future

➤ Through the conversion of bonds - - - - -

➤ Through the exercise of subscription rights - - - - - Results and transactions for the fi nancial year (in euros) Revenues excl. taxes 14,924,388 14,160,095 14,086,520 20,799,432 31,909,910 Income before tax, employee profi t-sharing, depreciation, amortisation and provisions (1,732,596) 9,105,169 80,974,314 65,586,726 48,432,963 Income tax (271,643) 310,553 (74,250) (621,250) (2,203,573) Employee profi t-sharing for the fi nancial year - - - - - Income after tax, employee profi t-sharing, depreciation, amortisation and provisions 6,982,168 (322,237) 57,651,549 34,337,860 30,825,805 Dividend paid - 6,826,020 16,134,231 20,943,472 29,475,998 Earnings per share (in euros) Income after tax and employee profi t-sharing, but before depreciation, amortisation and prov. (0.46) 0.15 1.3 0.85 0.65 Income after tax, employee profi t-sharing, depreciation, amortisation and provisions 1.62 0.01 0.93 0.44 0.397 Dividend per share 0.11 0.26 0.27 0.38* Personnel Average headcount 61 66 72 76 82 Payroll costs 5,643,330 5,001,966 4,725,543 6,329,226 6,566,193 Employee benefi ts and social security contributions (plus charitable donations) paid for the fi nancial year 1,988,210 2,683,484 2,280,303 3,229,879 5,656,888

* Size of the dividend to be proposed at the Annual General Meeting on 26 May 2010.

9.8.5 CHANGES IN INVESTMENTS

Subscriptions and increases during the 2009 Sales of shares during the 2009 ﬁ nancial year ﬁ nancial year ➤ sale of investments (2.5%) held in C-Power; The principal transactions carried out during 2009 were: ➤ as part of the reorganisation of the Group’s investments, ➤ subscription to a capital increase carried out by Alcogroup the shares held in Greek development companies were sold to (biofuel), which helped to improve the company’s gearing; EDF EN Grèce. Likewise, the shares held in Energia del Ismo were sold to Inversiones Eolicas (Mexico); and ➤ an injection of capital into Inversiones Eolicas (Mexican holding company housing the investments in the La Ventosa project) ➤ sale of two cogeneration plants (Seclin and Chabossière). through a partial conversion of current account advances into equity;

➤ participation in enXco’s capital increase through partial conversion of current account advances; and

➤ increase in the capital of C-Power (offshore wind energy) via the capitalisation of current account advances.

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9.9 Payment times

In accordance with Article D.441-4 of the French Commercial Code, the Company provides a breakdown of outstanding amounts payable to its suppliers at 31 December 2009 by maturity:

Due date Amounts due to suppliers (in thousands of euros)

Payment at 30 days 1,179 Payment at over 30 days 0

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10.1 Information about the group’s capital

Information about the Group’s equity is provided in sections 9.3 and 20.1 of this registration document.

10.2 Cash ﬂ ow

Information about cash ﬂ ows is provided in sections 9.4 and 20.1 of this registration document.

10.3 Financing

Information about the ﬁ nancing of the Group’s business activities is provided in sections 9.5 and 4.4.3 of this registration document.

10.4 Restrictions on the use of capital

In principle, project fi nancing agreements specify terms and As part of the project fi nancing arrangements, the underlying assets conditions regarding the payment of dividends to shareholders. and shares in the project company are generally pledged to the In particular, the relevant company must generally comply with a lending banks. minimum debt service coverage ratio (DSCR). This ratio is usually In addition, wind farm fi nancing contracts require an amount equal measured once or twice per year, and is calculated by dividing (i) on average to six months of debt service costs to be held in a blocked cash fl ow after payment of operating expense, maintenance capex account and require a sum to be placed in reserve in a separate and tax expense by (ii) debt service costs (interest and principal) for bank account to cover major wind farm maintenance expenditure. the relevant period. If the ratio falls below a certain level, the project company is not permitted to pay out dividends. The cash surplus is Project fi nancing agreements usually also contain cash sweep then kept in full in a reserve account until the DSCR ratio returns to (acceleration of repayments) and stand-by equity (reinjection of the minimum level required or is allocated to a partial prepayment capital to restore the baseline scenario) clauses. Almost all project of the borrowing in order to restore the debt service coverage ratio. fi nance contracts include a loan acceleration clause, which is generally triggered if the DSCR falls below 1x.

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Greece represents a special case since it is not possible to pay out Some fi nancing contracts include restrictive early redemption profi ts generated from subsidies as dividends. Subsidies account covenants, which are triggered if EDF’s stake in the Company falls for around 30-35% of total investment amounts. below a certain level or if the Company changes its name. Furthermore, the corporate fi nancing (excluding fi nancing arranged At 31 December 2009, the Company complied with all the covenants with EDF) contains loan acceleration clauses stating various ratios, laid down in its project fi nancing and corporate fi nancing contracts. including an EBITDA/net fi nance costs ratio that must be maintained above 2x and a maximum debt threshold.

10.5 Expected sources of ﬁ nancing for future investments

At the date of this registration document, expected sources of Long-term project fi nancing arrangements generally have a term fi nancing for future investments will consist primarily of project of 12-18 years, while borrowings usually carry a fl oating rate fi nancing arrangements (see section 4.4.3 of this registration with interest-rate risk hedged via swaps (see section 4.4.1 of this document for a description of the Group’s borrowing terms). These registration document). arrangements should continue to cover 70-90% of total investment, with the remainder fi nanced through equity.

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11.1 Research and development

The renewable energies market, in particular wind and solar The cooperation with EDF includes work on optimising the photovoltaic energy, is a market in which technology is rapidly performance of wind farms (wind measurement, technical studies evolving. In order to maintain and grow its business, the Group must of turbines, studies concerning offshore installations, etc.), have the ability to anticipate and keep pace with these technological enhancements to the surface yield of photovoltaic cells and the advances. For this reason, the Group devotes signiﬁ cant resources development of lower-cost manufacturing processes, optimisation to research and development, which is one of the key success of roof-based photovoltaic installations and support for the factors in its sector of activity. development of projects harnessing marine energies. In this area, the Group draws notably on the EDF group’s research During 2009, the budget devoted to research programmes and development teams. The Company and EDF thus entered into a conducted under this partnership with EDF amounted to almost framework agreement during 2008 to structure their cooperation on €2 million. renewable energy research and development programmes. As part of its expansion in distributed renewable energies, the Group This cooperation was structured around annual research also entered into several research and development partnerships programmes to be agreed between the two parties. This contract is (see section 6.5.6(c)(ii) of this registration document). entered into for a period of three years, automatically renewable in one-year periods. This contract may be terminated unilaterally by EDF in the event of a change in EDF’s control of the Company or a major change in the Company’s business activities.

11.2 Trademarks, patents and licences

During 2006, EDF and the Company entered into a brand licensing one of the European leaders in the generation, distribution and agreement pursuant to which EDF granted the Company the right marketing of electricity in Europe, thereby providing signiﬁ cant to use its name and brand in accordance with rules set forth in advantages to the Group. its corporate visual identity guidelines in exchange for the token The term of this brand licensing agreement is identical to the payment of one euro. Except in certain cases, all the Company’s duration of the Company’s corporate life. However, this agreement subsidiaries apply these corporate visual identity guidelines. will automatically terminate if EDF’s direct or indirect stake in The Company derives substantial beneﬁ t from this agreement the Company falls below 35% of the Company’s share capital or through its right to use the EDF Energies Nouvelles brand as its voting rights. corporate name. EDF is well-known worldwide and in France as

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12.1 Developments since the end of the 2009 ﬁ nancial year

Information about the principal events that have occurred since the end of the 2009 ﬁ nancial year appears in Chapter 6 and in section 20.6 of this registration document.

12.2 Future prospects

The Group intends to continue pursuing the rapid growth of its The trends and objectives presented in this section are based on business as a generator of renewable energies, while maintaining data, assumptions and estimates considered reasonable by the its profi tability. This growth will be predicated on further expansion Group’s management. These data, assumptions and estimates of the onshore wind and solar photovoltaic businesses coupled with may evolve or be modifi ed owing to uncertainties related to the expansion in distributed energies, notably distributed solar, and economic, fi nancial, accounting, competitive, regulatory and development of future sources of growth in other renewable energy tax environments, and to weather conditions. Were certain risks segments, in line with the Group’s strategy presented in section 6.3 described in Chapter 4 of this registration document to materialise, of this registration document. The Group also intends to pursue the they could have an impact on the Group’s business, fi nancial expansion of its Development and sale of structured assets business. position, results of operations or on its ability to achieve its objectives. The Group does not commit to, nor does it guarantee In accordance with its business model emphasising profi table attainment of the objectives presented in this Chapter. growth, the Group has set itself operational and fi nancial objectives.

OBJECTIVES OF THE GROUP

In connection with its development strategy in green energy ➤ for wind and solar energy projects in France, Portugal, Greece, generation, the Group set itself in 2008 the objective of accelerating Mexico and Canada and for solar energy projects in Italy: an the development of its generation capacities, which may reach internal rate of return before tax on the project of over 10%; and a capacity of up to 4,000 MW by the end of 2012 (all segments ➤ for wind and solar energy projects in Turkey and the United combined) in respect of the share owned by the Group and after Kingdom and for wind energy projects in Italy: an internal rate of the sale of assets in connection with its Development and sale of return before tax on the project of over 12%. structured assets business (1). Given the change in the method of consolidation adopted for the wind farms in the US during 2009 These internal rates of return are calculated over 20 years before (see Note 3.4 to the consolidated fi nancial statements for the debt, excluding terminal value and not adjusted for infl ation. fi nancial year ended 31 December 2009 included in section 20.1 The Group’s Development and sale of structured assets business of this registration document), this objective has been adjusted should produce suffi cient profi ts to cover on average at least 80% of to 4,200 MW by year-end 2012, including 500 MWp in the solar the development and corporate costs incurred by the Group during photovoltaic segment. each of the next two years. The Group will continue to abide by the strict profi tability criteria it has set itself:

➤ for its wind and solar energy projects in the United States: an internal rate of return on the project after tax of between 9% and 11%;

(1) At 31 December 2009, the Group had 2,257.0 MW in installed capacity for its own account and 467.2 MW due to be held for its own account under construction.

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13.1 Group proﬁ t forecasts or estimates

Assumptions The Group has built its 2010 forecasts based on the ﬁ nancial statements for the ﬁ nancial year ended 31 December 2009 and the following assumptions:

➤ past generation levels or, where these are not available, an average level excluding climactic uncertainties called P50 (generation estimated on the basis of average wind calculated from long-term historical levels);

➤ consistency of accounting methods between those applied during the 2009 ﬁ nancial year and those used for the 2010 ﬁ nancial year;

➤ an increase in installed capacity in 2010 taking into account capacities under construction at 31 December 2009, as discussed in Chapter 6 of this registration document, which are expected to enter service in 2010;

➤ overheads and development costs covered by the proﬁ ts generated by the Development and sale of structured assets business (which implies that the borrowing terms for the usual buyers of this type of project do not deteriorate signiﬁ cantly);

➤ exchange rates of $1.4 and £0.85 for the euro; and

➤ the scope of consolidation at 31 December 2009. The forecasts presented in this section are based on data, assumptions and estimates considered reasonable by the Group’s management. These data, assumptions and estimates may evolve or be modifi ed owing to uncertainties related to the economic, fi nancial, accounting, competitive, regulatory and tax environments, and to weather conditions. Were certain risks described in Chapter 4 of this registration document to materialise, they could have an impact on the Group’s business, fi nancial position, results of operations or on its ability to achieve its objectives. The Group does not commit to, nor does it guarantee attainment of the projections presented in this section. These forecasts were prepared using the accounting principles adopted by the Group for the consolidated fi nancial statements for the year ended 31 December 2009, without taking into account the additional impact of IAS 32 and 39 concerning the measurement, recognition and presentation of fi nancial instruments and IFRS 2 concerning share-based payments.

Group forecasts for 2010 Based on the aforementioned assumptions, the Group aims to generate 2010 EBITDA (1) of between €430 million and €450 million.

(1) EBITDA represents operating income before depreciation and amortization, investment grants and impairment losses. EBITDA should not in any way be construed as operating income, net income or cash ﬂ ow resulting from our activities nor should it be used as an indicator of the Group’s past or future proﬁ tability or liquidity.

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13.2 Statutory auditors’ report on the proﬁ t forecasts

This is a free translation into English of the statutory auditors’ report on the proﬁ t forecasts issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Chairman of the Board of Directors, In our capacity as Statutory auditors and in accordance with EC Regulation no. 809/2004, we have prepared this report on EDF Energies Nouvelles profi t forecasts included in section 13 of its Registration Document for the year ending 31 December 2009. These forecasts and the signifi cant assumptions on which they were based are your responsibility, in accordance with the provisions of EC Regulation no. 809/2004 and the CESR recommendations on profi t forecasts. It is our responsibility, on the basis of our procedures, to express a conclusion, in accordance with the terms specifi ed in appendix I, point 13.2 of EC Regulation no. 809/2004, as to whether said forecasts have been properly prepared. We carried out our work in accordance with professional guidelines applicable in France. This work comprised an assessment of the procedures implemented by Management for the preparation of the forecasts and the implementation of procedures to verify the consistency of the accounting methods used with those adopted for the preparation of EDF Energies Nouvelles historical information. Our procedures also included gathering such information and explanations that we considered necessary in order to obtain reasonable assurance that the forecasts were properly prepared on the basis of the assumptions as set out. We would remind you that, since forecasts are, by their very nature, subject to uncertainties, actual results sometimes differ signifi cantly from the forecasts presented and that we do not express any opinion on the likelihood, or otherwise, of the actual results being in line with these forecasts. In our opinion:

➤ the forecasts have been properly prepared in accordance with the basis indicated;

➤ the accounting principles used in the preparation of these forecasts are consistent with the accounting policies historically applied by EDF Energies Nouvelles except for the effect of IAS 32 and 39, related to valuation, accounting and presentation of fi nancial instruments and IFRS 2 related to share-based payments. This report is issued solely for the purposes of fi ling the Registration Document with the French fi nancial markets authority (Autorité des Marchés Financiers – AMF) and may not be used in any other context. Statutory Auditors Paris La Défense and Paris, 25 March 2010

KPMG Audit Department of KPMG SA Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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14.1 Composition and operation of the management and control bodies

The Company is a société anonyme (French joint-stock corporation) Board of Directors, particularly concerning its operating procedures governed by a board of directors. A description of the principal and its powers, is contained in section 21.2.2 of this registration provisions of the Articles of Association and Internal charter of the document.

14.1.1 BOARD OF DIRECTORS

The following table presents the members of the Board of Directors and the terms of ofﬁ ce of the members of the Board of Directors over the past ﬁ ve years (excluding appointments held in Group companies, which are presented in Appendix 3 of this registration document) and the number of the Company’s shares that they held at 31 December 2009:

Date of fi rst appointment Name Start date of current term of offi ce Other appointments or duties performed Appointment Expiry date of current term of offi ce in the last fi ve years by the director or, Number of shares (Annual General Meeting) where appropriate, its permanent representative

Pâris Mouratoglou 13 September 1990 Terms of offi ce in progress Chairman of the Board 16 April 2004 France of Directors General meeting of the shareholders voting on ➤ Co-manager of SCI FMK 1,000,025 shares the fi nancial statements for the year ending ➤ Director of EURO SIIF 31 December 2009 ➤ Chairman of Apollon Solar ➤ Member of the supervisory board of Jacques Giordano Industries ➤ Director of Tenesol (representative of EDF EN) ➤ Representative of SIIF Présidente de Nexcis SA ➤ Director of Hôtel Victoria SA Other and international ➤ Manager of SIIF SARL (Luxembourg) Terms of offi ce that have expired ➤ Non-executive director of REH (Isle of Man) ➤ Joint manager of Société d’Etudes et de Réalisation de Port de Plaisance de Saint Raphaël (SERPP)

Elie Cohen Director 18 September 2006 Terms of offi ce in progress (France) 1 share 1 December 2006 ➤ Member of the supervisory board of Steria General meeting of the shareholders voting on ➤ Director of Pages Jaunes the fi nancial statements for the year ending Terms of offi ce that have expired 31 December 2011 ➤ Director of EDF Energies Nouvelles Réparties ➤ Director of Vigeo ➤ Director of Orange

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EDEV 11 October 2000 Terms of offi ce in progress (France) Director represented by 30 May 2007 ➤ Group Executive Director in charge of Commerce at EDF SA Pierre Lederer General meeting of the shareholders voting ➤ EDEV’s Director EDEV: 38,784,194 shares on the fi nancial statements for the year ended Terms of offi ce that have expired Pierre Lederer: no shares 31 December 2012 ➤ Member of EnBW’s Supervisory board ➤ Director of Deutsche Steinkohle AG ➤ Manager of EnBW Kernkraft GmbH ➤ Director of EnBW Kraftwerke AG ➤ Director and Chairman of EnBW Regional AG ➤ Director and Chairman of EnBW Transportnetze AG ➤ Manager of EnBW Vertriebs- und Servicegesellschaften GmbH ➤ Director of Energiedienst AG ➤ Director of STEAG Aktiengesellschaft ➤ Director of Stadtwerke Düsseldorf AG ➤ Manager of EnBW Energy Solution GmbH ➤ Manager of EnBW Gas GmbH ➤ Manager of EnBW Trading GmbH ➤ Director of Energiedienst Holding AG ➤ Manager of Gasversorgung Süddeutschland GmbH ➤ Manager of Skandinavisk Kraftmegling AS i.L.

Société Internationale 30 June 2000 Terms of offi ce in progress (France) d’Investissements Financiers 16 April 2004 France (SIIF) Director General meeting of the shareholders voting on ➤ Chairman of Bois Fleuri SAS represented by the fi nancial statements for the year ending ➤ Chairman and Chief Executive Offi cer of SA Eurosiif Catherine Mouratoglou 31 December 2009 ➤ Director of Hôtel Victoria SA SIIF: 18,463,284 shares ➤ Representative of Eurosiif SA, Chairman of SAS du Lac Alain Cami Mrs Mouratoglou: 800 shares Other and international ➤ Chair of Energia Italia (Italy) ➤ Manager of SIIF SARL (Luxembourg) ➤ Manager of SIIM SARL (Luxembourg) Pierre Richard 18 September 2006 Terms of offi ce in progress Director 1 December 2006 France 31 shares General meeting of the shareholders voting on ➤ Director of the Le Monde group the fi nancial statements for the year ending ➤ Director of Air France-KLM 31 December 2011 ➤ Director of Generali France Holding Other and international ➤ Expert appraiser with the board of directors of the European Investment Bank ➤ Member of the Orientation committee and the offi ce of the Institut de l’Entreprise Terms of offi ce that have expired ➤ Chairman of the board of directors of Dexia SA ➤ Chairman of the board of directors of Dexia Credit Local ➤ Managing director of Dexia SA ➤ Director and vice-chairman of Dexia Banque Belgium ➤ Director and vice-chairman of the board of directors of Dexia BIL ➤ Vice-chairman of the board of directors of Financial Security Assurance Holdings Ltd ➤ Director of Crédit du Nord ➤ Vice-chairman of the AFB (French banking association) and member of the FBF’s (French banking federation) executive committee Corinne Fau Co-opted Terms of offi ce in progress Director 22 September 2009 ➤ Director of Management and Finance 1 share General meeting of the shareholders voting on of EDF’s Commerce department the fi nancial statements for the year ending ➤ Director of EDF Energies Nouvelles Réparties 31 December 2013 ➤ Member of the Executive Committee of EDF Optimal Solution ➤ Member of the Executive Committee of EDF Partenariats Services Terms of offi ce that have expired ➤ Director of CNIEG

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Jean Thomazeau 29 November 2005 Terms of offi ce in progress Director 27 May 2009 France 10,010 shares General meeting of the shareholders voting on ➤ Director of Prodef the fi nancial statements for the year ending International 31 December 2014 ➤ Director of Bank of the West (United States) ➤ Vice-Chairman and director of Banque Safdie (Switzerland) ➤ Chairman of the board of directors of BNP Paribas (Egypt) SAE, (Egypt) ➤ Director of Bancwest Corp. (United States) EDF 11 October 2000 Terms of offi ce in progress (France) Director 30 May 2007 ➤ Corporate Finance director at EDF’s fi nance department represented by General meeting of the shareholders voting ➤ Director of EDF Energies Nouvelles Réparties Jean-Charles Samy on the fi nancial statements for the year ended ➤ Member of Dunkerque LNG’s Executive Committee EDF: 12 shares 31 December 2012 ➤ Member of EDF Assurances’ Supervisory Board Mr Samy: no shares ➤ Chief Executive Offi cer of C3 SA ➤ Chairman and Chief Executive Offi cer of C2 ➤ Chairman and Chief Executive Offi cer of C9 Jean-Louis Mathias 26 January 2007 Terms of offi ce in progress (France) Director 26 January 2007 ➤ Executive Director of the EDF group 1 share General meeting of the shareholders voting on (coordination of activities in France and HR) the fi nancial statements for the year ending ➤ Member of the supervisory board of Dalkia 31 December 2009 ➤ Chairman of the board of directors of EDF Trading Terms of offi ce that have expired ➤ Chief Operating Offi cer of EDF ➤ Chairman of the board of directors of EDEV ➤ Management of Gaz de France ➤ Director of the Gaz de France foundation ➤ Non-voting director at Gaz de France International ➤ Director of Compagnie Française des Méthanes Holding ➤ Director of Compagnie Française des Méthanes ➤ Director of Cofatech ➤ Director of COGAC ➤ Director of Gaz du Sud Ouest ➤ Director of Petrofi gaz (permanent representative of Gaz de France) ➤ Member of Gaselys’ Executive Committee ➤ Director of Association Française du Gaz (French gas industry association)

Elie Cohen and Pierre Richard are independent directors as defi ned Jean-Charles Samy (46) has been EDF’s permanent representative in the AFEP-MEDEP corporate governance code and meet the criteria on the Company’s Board of Directors since September 2009. laid down in the Board’s Internal charter. A graduate of the prestigious École Polytechnique engineering school and a member of the Ponts et Chaussées civil engineering Corinne Fau was co-opted to replace Jean-François Astolfi on corps, he began his career at the French fi nance ministry, where 22 September 2009 for the remainder of his term of offi ce. Olivier he was notably a rapporteur to the interministerial committee Paquier was appointed as Chief Operating Offi cer of the Company on for industrial restructuring. He joined the Thalès group’s avionics 1 October 2009 and was replaced as EDF’s permanent representative division in 1996 as head of external development. During 1999, by Jean-Charles Samy with effect from 22 September 2009. Pierre he moved to the Alstom group as director of strategy for the Lederer replaced Jean-Pierre Benqué as permanent representative Transportation division. He was appointed head of mergers and of EDEV on 11 January 2009. acquisitions in 2001 and notably oversaw execution of the Alstom Catherine Mouratoglou (66) has been the permanent representative group’s disposal programme. In 2006, he joined Dresdner Kleinwort of Société Internationale d’Investissements Financiers (SIIF) on the in Paris, where he was in charge of the Mergers and Acquisitions Company’s Board of Directors since June 2000. She holds a degree department for France. He moved to the EDF group in 2008 as in literature and art history from the University of Paris (Sorbonne), Director of Corporate Finance. and is manager of Société Internationale d’Investissements Pierre Lederer (60) has been EDEV’s permanent representative Financiers, which owns stakes in several hotel companies in France, on the Company’s Board of Directors since January 2009. along with its stake in EDF Energies Nouvelles. A mathematics graduate, he joined EDF in 1974, where he held

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various responsibilities in the general economic research double career as a researcher and university lecturer. As a student department, the energy trends department and in the thermal researcher at the Ecole des Mines and then researcher in the Centre production department. After a period as head of the general for Sociological Innovation at the Ecole des Mines, he joined the economic research department in 1993, he was named EDF’s CNRS as research director in the Public Politics Research Group at Director of Strategy in 1996, then Director of Strategy-Reuse- the University of Paris 1 and then at Cevipof (FNSP). As an associate Optimisation for the Group’s Industry division in 1999. In 2000, he professor and then professor, Élie Cohen has taught at the Institut joined the Management Board of EnBW, Germany’s third-largest d’Etudes Politiques (macroeconomics, microeconomics, public energy company 45%-owned by EDF, subsequently becoming economics, public politics, and public sector management), at the its Vice-Chairman in 2007. As Chief Operating Offi cer, he notably Ecole Normale Supérieure - Ulm (sociology of organisations), at the oversaw the design of commercial processes in connection with the Ecole Nationale d’Administration, at Harvard University (Political deregulation of the energy markets. He also introduced measures Economy) and at the Collège des Ingénieurs (industrial and fi nancial to optimise the value chain and manage market risks and launched strategy). He is also a member of the Prime Minister’s Economic the renewal of the Group’s generating facilities. In February 2009, Analysis Council. he became Deputy Chief Executive Offi cer of EDF’s Commerce Jean-Louis Mathias (62) has been a director of the Company since department. Since December 2009, he has been Executive Director 2007. A graduate of the Ecole Polytechnique, Ecole Nationale de of the EDF group in charge of Commerce, Optimisation and Trading. la Statistique et de l’Administration Economique and the holder of Jean Thomazeau (70) has been a director of the Company since a sociology degree, he joined EDF GDF Services in 1973, where he 2005. A graduate of the Institut d’études politiques de Paris, Ecole went on to hold various positions, notably including branch manager Polytechnique and Stanford University, he began his career in 1964 in Aix-en-Provence and centre director in Paris. In 1992, he joined with the Morgan Guaranty Trust Co. in New York. During 1976, he the personnel and industrial relations department (covering both joined BNP where he became assistant director in 1977, deputy EDF and Gaz de France) and was appointed as its director in 1996. director in 1981 and departmental director in 1985. He took over In 1998, he became Commercial Director at Gaz de France before responsibility for the management of operations in the Americas his appointment as Executive Vice-President Gaz de France Supply and Asia-Oceania in 1991 and then later of corporates, banks and Trading and Marketing in 2000. Since June 2002, Mr Mathias has risks, as well as the risk management department. In 1993, he been Senior Executive Vice-President of the Gaz de France group. became a member of BNP Paribas’ executive committee, assuming In September 2004, he joined EDF as Senior Advisor to the Chairman the role of presidential advisor from 2000 to 2003. and a member of the Executive Committee. He has been EDF’s Chief Operating Offi cer, responsible for group integration, performance Pierre Richard (69) has been a director of the Company since 2006. enhancement programmes and deregulated operations (notably A graduate of the École Polytechnique, Ecole Nationale des Ponts et production, marketing and services) in France since December Chaussées and the University of Pennsylvania, he began his career 2004. In December 2009, he was appointed as Group Executive in the urban development department of Cergy-Pontoise, of which Director in charge of coordination of activities in France and Human he became deputy head in 1970. A technical advisor in the offi ce resources. He is also a member of the supervisory board of Dalkia. of the Secretary of State for Housing between 1972 and 1974, he became an advisor to the President of France for affairs involving Corinne Fau (48) has been a director of the Company local government, regional development, the environment, urban since September 2009. After graduating from the Institut d’Etudes development and construction. Appointed in 1978 as director Politiques (Institute of Political Studies) in Paris and gaining a general for local government relations at the French Ministry of master’s degree in economic science, she began her career as the Interior, he was involved in the preparation of draft laws on an auditor with Befec Mulquin et Associés. She then worked as a decentralisation. As co-chairman of the Dexia group from 1996 manager in the corporate fi nance department of Price Waterhouse to 1999, he became chairman of the group’s executive committee from 1989 to 1993. She joined the EDF group in 1994 as head of and managing director on 1 December 1999. From January 2006 mergers and acquisitions in the Synergy Development Services to September 2008, he was chairman of the board of directors of unit, before moving to EDF’s fi nance department in 1998 where she Dexia SA. He is currently a director of Air France-KLM, the Le Monde was appointed as head of mergers and acquisitions in the services group and Generali France, as well as an expert advisor to the board sector, then oversaw preparations for the change in EDF’s status by of directors of the European Investment Bank (EIB). heading up the “Flotation” project. In 2006, she became Director of Management and Finance for EDF’s Commerce department. Élie Cohen (60) has been a director of the Company since 2006. With a doctorate in political science and management, he began a

14.1.2 CHAIRMAN OF THE BOARD OF DIRECTORS

On 13 September 1990, the Board of Directors appointed and operated approximately 50 hydroelectric plants in Europe. In Pâris Mouratoglou as Chairman. He was also the Company’s CEO 1983, together with Vivendi, he founded Sithe in the United States, until July 2006. which has grown to become one of the world’s largest private- sector electricity generators. In 1991, he founded SIIF, a company Pâris Mouratoglou (69) is a graduate of the École Polytechnique. specialising in building and operating thermal and hydro power He began his career as an economist, before joining property plants in France. In 1998, he set a new strategic course for SIIF, developer Grands Ports de France as a partner and manager. In 1979, focusing on the renewable energies sector, and wind energy in he founded Energies en France in conjunction with Lazard Frères particular. Within a few years, SIIF (renamed EDF Energies Nouvelles and then with Compagnie Générale des Eaux. The company built in 2004) had become France’s leading renewable energies company.

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14.1.3 CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICERS

The following table shows the Group’s senior executives and the terms of offi ce of the Chief Executive Offi cer and Chief Operating Offi cers over the past fi ve years (excluding appointments held in Group companies, which are presented in Appendix 3 of this registration document) and the number of the Company’s shares that they held at 31 December 2009:

Name Date of fi rst appointment Appointment Start date of current term of offi ce No other terms of offi ce or duties performed Number of shares End date of term of offi ce (outside the Group) over the past fi ve years

David Corchia 18 July 2006 Terms of offi ce in progress Chief Executive Offi cer 1 January 2010 ➤ Manager of family-owned civil companies NA, PAR, SA 323,851 shares 31 December 2012 Yvon André 23 April 2002 Terms of offi ce in progress Chief Operating Offi cer 1 January 2010 ➤ Director of Alcogroup (Belgium) (France and New business) 31 December 2012 ➤ Director of C-Power (Belgium) 102,840 shares ➤ Director of Finance Consult Terms of offi ce that have expired ➤ Director of Sallèle Limousis ➤ Member of the development committee of Total Energie Christophe Geffray 31 August 2006 Terms of offi ce in progress Chief Operating Offi cer 1 January 2010 ➤ Director of Géothermie Bouillante SA (Guadeloupe) (Industry) 31 December 2012 Terms of offi ce that have expired 1,353 shares ➤ Member of the supervisory committee of ECK (Poland) Michel Trousseau 2 July 2008 Terms of offi ce in progress Chief Operating Offi cer 1 January 2010 ➤ French foreign trade advisor (Northern and Eastern Europe, 31 December 2012 ➤ Manager of Palabe Soleils SARL Upstream Photovoltaic) Terms of offi ce that have expired no shares ➤ Executive vice-president engineering, investment and risk at United Water (US) ➤ Director of projects, risks and investments at Suez Environnement Olivier Paquier 1 October 2009 Terms of offi ce in progress Chief Operating Offi cer 31 December 2012 ➤ Director and Chairman of the Board of Tenesol SA (Distributed energies) ➤ Director of PV Alliance no shares Terms of offi ce that have expired ➤ Director of Sapar Finance SA ➤ Chairman of the board of directors and chief executive offi cer of C13 ➤ Chief executive offi cer and lead manager of C3 SA ➤ Director of C14 SA ➤ Director of C15 SA ➤ Chairman of the board of directors and chief executive offi cer of C9 ➤ Chairman of the board of directors and chief executive offi cer of C2

David Corchia (41) has been the Company’s CEO since July 2006. Christophe Geffray (52) has been the Company’s Chief Operating He is a graduate of the Ecole Nationale des Ponts et Chaussées, Offi cer, Industry since August 2006. He graduated from the Ecole and started his career with BNP Paribas as a banker specialising d’ingénieur électricien in Grenoble and studied nuclear engineering in project fi nance. In 1995, he joined JP Morgan, where he was at the Massachusetts Institute of Technology. He began his career made head of Energy and Environment (France) in 2000. In 2004, he working on the launch of the nuclear units at Gravelines before joined the EDF Energies Nouvelles group as Chief Operating Offi cer. holding several management positions in power plants, working in In July 2006, he was appointed as the Company’s CEO. coal in Pont sur Sambre, in natural gas in Dunkerque and in 2000 as director of the Gravelines nuclear site. He gained international Yvon André (59) has been the Company’s Chief Operating Offi cer experience while working for three years in Atlanta in the since 2002. Mr André is a graduate of Institut Commercial de United States during the 1990s for a subsidiary of EDF, Framatome Nancy and Centre de Perfectionnement des Affaires (CPA Paris). and Westinghouse. He served from June 2004 to 2006 as director of He started his career with Banque Petrofi gaz, a subsidiary of BNP human resources for EDF International & Gaz. Paribas and Gaz de France, where he held various positions in the fi nance department and in operations. In 1996, he became CEO of Cogetherm, an EDF subsidiary specialising in cogeneration. In 2001, he was made deputy CEO of EDEV.

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Michel Trousseau (54) has been Chief Operating Offi cer of the Olivier Paquier (45 years) has been Chief Operating Offi cer of the Company since 2008. He is an engineering graduate of the Ecole Group’s Distributed energies operations since October 2009. He Polytechnique and the Centre Européen d’Education Permanente is a graduate of the École Nationale d’Administration (ENA) and (CEDEP-INSEAD). He began his career as an engineer at Degrémont started his career in the forecasting department of France’s Ministry (Lyonnaise des Eaux group, which subsequently became Suez of the Economy and Finance as deputy to the head of the external Environnement), before assuming executive roles as head of offi ce and then the fi nancial operations offi ce. He then moved to the information systems, marketing and quality director and then Treasury, working as fi nancial attaché for CIS countries in Moscow deputy CEO responsible for implementation at the construction before becoming head of the Africa, Caribbean, Pacifi c-Franc Zone and BOT division. During 1998, he joined Aguas Argentinas, the offi ce in 1998 and then head of the insurance company offi ce Argentinean subsidiary of Suez Environnement, where he was in 2001. In 2002, he was appointed deputy head of insurance in appointed as deputy chief executive offi cer then chief executive the Treasury management team. In 2003, he became head of the offi cer. In 2002, he was named director of projects, risks and EDF’s group treasury and subsidiary fi nancing division, and in 2005 investments at Suez Environnement. From 2006 to 2008, he was he was made head of EDF’s M&A and structured fi nance division. executive vice-president engineering, investment and risk at United From 2006 to 2009, he was EDF’s permanent representative on the Water, the US subsidiary of Suez Environnement based in New Jersey. Company’s Board of Directors.

14.1.4 EXECUTIVE COMMITTEE

The Chief Executive Offi cer set up an Executive Committee Operating Offi cer (France and New Business), Christophe Geffray, representing the Group’s various business and geographic Chief Operating Offi cer (Industry), Michel Trousseau (Northern segments. The committee studies issues and decisions concerning Europe, Eastern Europe and Upstream Photovoltaic), Olivier the Group’s strategy and investments. Paquier, Chief Operating Offi cer (Distributed Energies), Laurence Juin, Deputy CEO responsible for Southern Europe, and Philippe At the date of this registration document, the Executive Committee Crouzat, Chief Financial Offi cer. comprised David Corchia, Chief Executive Offi cer, Yvon André, Chief

14.1.5 RELATIONSHIPS WITHIN THE ADMINISTRATIVE BODIES

The permanent representative of Société Internationale Directors, nor the CEO or a COO has been involved in a bankruptcy, a d’Investissements Financiers on the Board of Directors is Catherine sequestration of assets or liquidation, (iii) no member of the Board Mouratoglou, wife of the Chairman of the Board of Directors. of Directors, nor the CEO or a COO has been found guilty of any offence or been the object of offi cial public sanction by the legal With this exception, to the best of the Company’s knowledge, there or administrative authorities (including designated professional are no familial relations between members of the Group’s Board of organisations) and (iv) no member of the Board of Directors, nor Directors, CEO and Chief Operating Offi cers. the CEO or a COO has been prevented by a court from acting as a Furthermore, in the last fi ve years, to the best of Company’s member of an administrative, management or supervisory body knowledge: (i) no member of the Board of Directors, nor the CEO or of a listed company or from being involved in the management or a COO has been convicted of fraud, (ii) no member of the Board of business dealings of a listed company.

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14.2 Conﬂ icts of interest affecting members the administrative bodies and executive management team

The Company currently has close operational links with EDF. As well In addition, EDF and EDEV (a wholly-owned subsidiary of EDF) each as EDF being one of its main customers, the Group has partnerships have a seat on the Company’s Board of Directors, and Corinne Fau with EDF group entities, particularly in R&D and projects (see and Jean-Louis Mathias, both directors of the Company, also hold Chapters 11 and 22 of this registration document). In addition, in management positions within the EDF group. accordance with the terms of the agreements between EDF and To the best of the Company’s knowledge, and excluding the above, Pâris Mouratoglou, the EDF group owns 50% of the Company’s there was no potential conﬂ ict of interest between the duties with share capital and voting rights and is its principal shareholder (see respect to the Company of members of the Board of Directors, the section 18.4 of this registration document). CEO and the COOs and their private interests and/or other duties at It is conceivable that EDF and its subsidiaries may encounter a the date of this registration document. situation in which their own interests and those of the Group are in conﬂ ict, including as regards decisions relating to new projects or to the Group’s strategic direction.

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15.1 Compensation and beneﬁ ts in kind

15.1.1 REMUNERATION PAID TO MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS

The following table shows the compensation and beneﬁ ts paid by the Company and to members of the Board of Directors for the years ended 31 December 2008 and 2009 (with the exception of that paid to the Chairman of the Board of Directors, which is presented in section 15.1.2). ➤ TABLE 3 (AMF RECOMMENDATION) – DIRECTORS’ FEES AND OTHER PAYMENTS MADE TO NON-EXECUTIVE OFFICERS AND DIRECTORS

Name Position 2008 compensation 2009 compensation

Société Internationale d’Investissements Financiers Director None None Represented by Catherine Mouratoglou EDF Director None None Represented by Jean-Charles Samy EDEV Director None None Represented by Pierre Lederer Corinne Fau Director None None Jean Thomazeau Director None None Jean-Louis Mathias Director None None Pierre Richard Director €15,000 + €25,000 paid €15,000 + €25,000 paid in January 2009 in January 2010 (1) €30,000 for a special assignment Total = €70,000 Elie Cohen Director €15,000 + €25,000 paid €15,000 + €25,000 paid in January 2009 in January 20101

(1) Amount paid in respect of 2008 and 2009 directors’ fees linked to attendance at meetings of the Board of Directors and its committees.

Pierre Richard received a sum of €30,000 during 2009 for a special directors, up to but not exceeding the amount approved at the assignment entrusted to him by the Board of Directors. This Annual General Meeting, that is: special assignment represented a regulated agreement that will be ➤ a ﬁ xed annual amount of €15,000; submitted for the approval at the Annual General Meeting of the shareholders on 26 May 2010 (see section 19.2 of this registration ➤ an amount varying according to the director’s attendance of document). €2,000 per Board or committee meeting;

The Company did not pay any other compensation or benefi ts to the ➤ payment in January for the allowance in respect of attendance aforementioned directors. during the previous year and in June in respect of the fi xed allowance. Directors’ attendance fees This said, a cap of €40,000 was set for the total amount of compensation and benefi ts to be received in respect of each The Board of Directors laid down the following principles for fi nancial year for each of the independent directors. the annual allocation of attendance fees solely to independent

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Compensation and benefi ts of all kinds paid During the 2009 fi nancial year, Jean-Louis Mathias received gross to the Company’s directors by controlled compensation and benefi ts from EDF SA in an amount of €538,750 companies and the controlling company in respect plus €226,773 in discretionary payments and €36,138 in benefi ts of the 2009 fi nancial year in kind and other bonuses. In his capacity as director, Elie Cohen received from EDF Energies € Corinne Fau received from EDF SA 188,945 in gross compensation Nouvelles Réparties, a subsidiary controlled by EDF Energies € and benefi ts for 2009, including 42,500 in discretionary payments. Nouvelles, a sum of €20,000 in directors’ attendance fees in respect She also received an allotment of 50 bonus EDF shares. of 2008.

15.1.2 COMPENSATION AND BENEFITS PAID TO THE COMPANY’S OFFICERS AND DIRECTORS

➤ TABLE 1 (AMF RECOMMENDATION) – SUMMARY OF THE COMPENSATION AND SHARES GRANTED TO EACH OFFICER AND DIRECTOR

Name Type of compensation and beneﬁ ts 2008 2009

Pâris Mouratoglou Compensation and benefi ts (broken down in table 2) €200,004 €200,004 Chairman of the Board of Directors Valuation of performance shares (broken down in table 4) 0 0 TOTAL €200,004 €200,004 David Corchia Compensation and benefi ts (broken down in table 2) €623,355 €675,324 Chief Executive Offi cer Valuation of performance shares (broken down in table 4) €57,090 €127,152 TOTAL €680,445 €802,476 Yvon André Compensation and benefi ts (broken down in table 2) €395,000 €419,151 Chief Operating Offi cer Valuation of performance shares (broken down in table 4) €38,060 €69,933.60 TOTAL €433,060 €489,084.60 Christophe Geffray Compensation and benefi ts (broken down in table 2) €274,092 €292,897 Chief Operating Offi cer Valuation of performance shares (broken down in table 4) €28,545 €69,933.60 TOTAL €302,637 €362,830.60 Michel Trousseau Compensation and benefi ts (broken down in table 2) €142,380 €309,712 Chief Operating Offi cer Valuation of performance shares (broken down in table 4) €38,060 €69,933.60 TOTAL €180,440 €379,645.60 Olivier Paquier Compensation and benefi ts (broken down in table 2) n.a. €73,000 Chief Operating Offi cer Valuation of performance shares (broken down in table 4) n.a. €69,933.60 TOTAL n.a. €142,933.60

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The following table shows the compensation and beneﬁ ts allocated by the Company and its subsidiaries to the ofﬁ cers and directors for the years ended 31 December 2008 and 2009. ➤ TABLE 2 (AMF RECOMMENDATION) - SUMMARY OF THE COMPENSATION AND BENEFITS PAID TO EACH OFFICER AND DIRECTOR

Financial year in which amounts are payable 2008 2009 Amount payable Amount paid Amount payable Amount paid

Pâris Mouratoglou Chairman of the Board of Directors Fixed salary €200,004 €200,004 €200,004 €200,004 Discretionary payments – 0 0 – Benefi ts in kind – 0 0 – TOTAL €200,004 €200,004 €200,004 €200,004 David Corchia Chief Executive Offi cer Fixed salary €382,356 €382,356 €399,000 €399,000 Discretionary payments €225,000 €155,000 €260,000 €225,000 Benefi ts in kind €15,999 €15,999 €16,324 €16,324 TOTAL €623,355 €553,355 €675,324 €640,324 Yvon André Chief Operating Offi cer Fixed salary €268,800 €268,800 €279,000 €279,000 Discretionary payments €100,000 €77,500 €112,000 €100,000 Benefi ts in kind €26,200 €26,200 €28,151 €28,151 TOTAL €395,000 €372,500 €419,151 €407,151 Christophe Geffray (1) Chief Operating Offi cer Fixed salary €182,264 €182,264 €189,646 €189,646 Discretionary payments €80,000 €77,500 €90,000 €80,000 Benefi ts in kind €11,828 €11,828 €13,251 €13,251 TOTAL €274,092 €271,592 €292,897 €282,897 Michel Trousseau Chief Operating Offi cer Fixed salary €92,571 €92,571 €204,000 €204,000 Discretionary payments €45,000 0 €90,000 €45,000 Benefi ts in kind €4,809 €4,809 €15,712 €15,712 TOTAL €142,380 €97,380 €309,712 €264,712 Olivier Paquier (2) Chief Operating Offi cer appointed on 1 October 2009 Fixed salary n.a. n.a. €50,000 €50,000 Discretionary payments n.a. n.a. €23,000 0 Benefi ts in kind n.a. n.a. 0 0 TOTAL n.a. n.a. €73,000 €50,000

(1) Christophe Geffray is compensated under his employment contract by EDF EN France. (2) Olivier Paquier is compensated under his employment contract with EDF EN since 1 October 2009.

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He does not receive any additional compensation and benefi ts or Bonus share allotments directors’ attendance fees. On 5 November 2007 (plan no. 1), the Board of Directors made The benefi ts in kind referred to above comprise: the fi rst allotment of 1,000 bonus shares each to David Corchia, ➤ company cars; Yvon André and Christophe Geffray. The shares vested defi nitively in November 2009 (since the continued presence and performance ➤ unemployment insurance for senior executives (GSC) covering criteria were met). They remain unavailable until 2011, and 20% Yvon André, David Corchia and Michel Trousseau; will have to be retained until the relevant offi cer or director ceases ➤ arrangement of life insurance cover for Yvon André and Christophe to perform his/her duties. The unit value of these shares in the Geffray. consolidated fi nancial statements stands at €54.97 (fair value under IFRS 2). For the 2009 fi nancial year, the Board of Directors decided to base the discretionary payments for offi cers to be paid in 2010 to a On 30 October 2008 (plan no. 2), the Board of Directors allotted great extent on attainment of the Group’s fi nancial and operating 3,000 bonus shares to David Corchia, 2,000 to Yvon André, 1,500 performance objectives (in terms of energy generation capacity) at to Christophe Geffray and 2,000 to Michel Trousseau as part of the 31 December 2009. These conditions were largely met. Accordingly, second allotment of bonus shares. The shares allotted under plan in respect of the fi nancial year ended on 31 December 2009, no. 2 vest following a two-year period, subject to the benefi ciary’s David Corchia is due to be paid a bonus of €260,000, Yvon André continued presence at the Group and, for 50% of the shares, subject €112,000, Michel Trousseau €90,000, Christophe Geffray €90,000 to the attainment by the Group of quantitative operational targets and Olivier Paquier €23,000 during March 2010. Discretionary in 2009 and 2010. The unit value of these shares in the consolidated payments may be up to 120% of the target bonus, which is stated fi nancial statements stands at €19.03 (fair value under IFRS 2). as a percentage of fi xed salary. On the strength of the Group’s 2009 On 12 November 2009, the Board of Directors allotted (plan no. 4) results, the Board of Directors decided to raise this bonus cap (by 2,200 bonus shares to each of the four Chief Operating Offi cers no more than 10%) slightly for certain offi cers. and 4,000 bonus shares to David Corchia. The shares allotted The Chairman of the Board of Directors does not receive any under plan no. 4 vest following a two-year period, subject to the discretionary payments. benefi ciary’s continued presence at the Group and, for 100% of the shares, subject to the attainment by the Group of quantitative For the discretionary payments in respect of 2010 to be paid in 2011, operational targets in 2010 and 2011. The unit value of these shares the Board of Directors set new criteria at the beginning of 2010. in the consolidated fi nancial statements stands at €31.788 (fair In addition, after seeking the opinion of the Nominations and value under IFRS 2) Remuneration Committee, the Board of Directors set up for the Furthermore, under the bonus share allotment plan covering all Chief Executive Offi cer at its meeting on 22 September 2009 a long- Group employees (plan no. 3 and plan no. 5 described in section term incentive bonus over three years, which will vest on a pro rata 17.1.4 of this registration document), they were allotted 60 shares temporis basis subject to the attainment of fi nancial objectives that under plan no. 3 (2008) and 60 shares under plan no. 5 (2009), were set by the Board for 2010, 2011 and 2012, in connection with subject to satisfaction of the same continued presence and the renewal of the Chief Executive Offi cer’s term of offi ce. performance conditions as other employees. Note also that senior executives do not qualify for any top-up All the shares that have vested defi nitively under the aforementioned pension plan. plans no. 1, 2 and 3 will have to be retained for at least two years, Christophe Geffray is compensated fully under his employment and 20% of the vested shares will have to be retained by offi cers contract with EDF EN France, a wholly-owned subsidiary of and directors until their duties end. EDF Energies Nouvelles, while Olivier Paquier is an employee of All the shares that have vested defi nitively under the aforementioned EDF Energies Nouvelles. 2009 plans, i.e. plan no. 4 and plan no. 5, will have to be kept for a minimum of two years, and the Chief Operating Offi cers and Chief Executive Offi cer will respectively have to retain 25% and 30% of the vested shares until their duties end. The unit value of the shares is based on the share price at the date of the meeting of the Board of Directors that allotted the said shares. The terms and conditions for these allotments are presented in the following table:

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➤ TABLE 6 (AMF RECOMMENDATION) – PERFORMANCE SHARES

Number of shares Valuation (under that actually Availability Performance Ofﬁ cer No. and date of plan Number IFRS 2) Vesting date vested date conditions

David Corchia Plan no. 1 - 5 Nov. 2007 1,000 €54,970 5 Nov. 2009 1,000 6 Nov. 2011 Yes for 50% Plan no. 2 - 30 Oct. 2008 3,000 €57,090 30 Oct. 2010 30 Oct. 2012 Yes for 50% Plan no. 4 - 12 Nov. 2009 4,000 €127,152 12 Nov. 2011 13 Nov. 2013 Yes for 100% TOTAL 8,000 €239,212 - 1,000 - - Yvon André Plan no. 1 - 5 Nov. 2007 1,000 €54,970 5 Nov. 2009 1,000 6 Nov. 2011 Yes for 50% Plan no. 2 - 30 Oct. 2008 2,000 €38,060 30 Oct. 2010 31 Oct. 2012 Yes for 50% Plan no. 4 - 12 Nov. 2009 2,200 €69,933.60 12 Nov. 2011 13 Nov. 2013 Yes for 100% TOTAL 5,200 €162,963.60 - 1,000 - - Christophe Geffray Plan no. 1 - 5 Nov. 2007 1,000 €54,970 5 Nov. 2009 1,000 6 Nov. 2011 Yes for 50% Plan no. 2 - 30 Oct. 2008 1,500 €28,545 30 Oct. 2010 31 Oct. 2012 Yes for 50% Plan no. 4 - 12 Nov. 2008 2,200 €69,933.60 12 Nov. 2011 13 Nov. 2013 Yes for 100% TOTAL 4,700 €153,448.60 - 1,000 - - Michel Trousseau Plan no. 2 - 30 Oct. 2008 2,000 €38,060 30 Oct. 2010 31 Oct. 2012 Yes for 50% Plan no. 4 - 12 Nov. 2009 2,200 €69,933.60 12 Nov. 2011 13 Nov. 2013 Yes for 100% TOTAL 4,200 €107,993.60 - -- Olivier Paquier Plan no. 4 - 12 Nov. 2009 2,200 €69,933.60 12 Nov. 2011 13 Nov. 2013 Yes for 100% TOTAL 2,200 €69,933.60 - --

➤ TABLE 7 (AMF RECOMMENDATION) – PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE FINANCIAL YEAR None

The following table shows whether each ofﬁ cer or director holds or qualiﬁ es for an employment agreement, a supplementary pension, severance payments or a no-compete clause: ➤ TABLE 10 (AMF RECOMMENDATION) - EMPLOYMENT AGREEMENT AND PENSION PROVISION

Ofﬁ cers and directors Employment Supplementary Severance Indemnity linked to agreement pension payments a no-compete clause

Yes No Yes No Yes No Yes No Pâris Mouratoglou Chairman of the Board of Directors X X X X David Corchia Chief Executive Offi cer X* XX X Yvon André Chief Operating Offi cer X X X X Christophe Geffray Chief Operating Offi cer X X X X Michel Trousseau Chief Operating Offi cer X X X X Olivier Paquier Chief Operating Offi cer X X X X

* In accordance with the AFEP-MEDEF recommendations of October 2008, David Corchia, the Company’s Chief Executive Officer, waived the benefit of his employment contract on 31 December 2009.

The arrangements for implementation of the AFEP-MEDEF recommendations of October 2008 concerning the compensation of ofﬁ cers and directors are presented in section 16.4 of this registration document.

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15.1.3 COMMITMENTS OF ANY KIND GIVEN TO THE CHIEF EXECUTIVE OFFICER AND THE CHIEF OPERATING OFFICERS COVERED BY ARTICLE L.225-102-1 SUB-PARA. 3 OF THE FRENCH COMMERCIAL CODE

Commitment given to David Corchia, This agreement will be subject to the approval of the Annual Chief Executive Offi cer General Meeting of the shareholders called to approve the fi nancial statements for the fi nancial year ending on 31 December 2009. In accordance with Article L.225-42-1 of the French Commercial Code, the Board of Directors decided at its meeting on 22 September 2009 to grant a severance payment to David Corchia in the event of his Commitment given to Michel Trousseau, enforced departure (dismissal, non-renewal of his appointment, Chief Operating Offi cer (Northern and Eastern request to resign) upon the renewal of his appointment, that is with Europe and Photovoltaic Procurement) effect from 1 January 2010. In accordance with Article L.225-42-1 of the French Commercial Code, The amount of this severance payment, which is subject to the Board of Directors decided at its meeting on 22 September 2009 performance conditions, is 24 months of total compensation and to grant a severance payment to Michel Trousseau in the event of benefi ts. his enforced departure (dismissal, non-renewal of his appointment, This payment will be subject to the approval of the Annual General request to resign) in connection with the renewal of his appointment, Meeting of the shareholders called to approve the fi nancial that is with effect from 1 January 2010. statements for the fi nancial year ending on 31 December 2009. The amount of this severance payment, which is subject to performance conditions, is 18 months of total compensation Commitment given to Yvon André, Chief Operating and benefi ts. Offi cer (France and New Business), This payment will be subject to the approval of the Annual General Meeting of the shareholders called to approve the fi nancial Upon the renewal of his appointment as Chief Operating Offi cer, the statements for the fi nancial year ending on 31 December 2009. Board of Directors authorised at its meeting on 22 September 2009 to update the performance conditions to which the severance In accordance with the regulations, these commitments are payment granted to Yvon André is subject pursuant to his published in the regulated information section of the Company’s employment contract in the event of his dismissal (excluding gross web site. or wilful misconduct). The amount of this severance payment remains set at 21 months of his total compensation and benefi ts.

15.2 Total provisions for payment of pensions, retirement provision and other beneﬁ ts to senior managers

Total provisions set aside by the Company and its subsidiaries for senior managers totalled €69,000 at 31 December 2009. None of payment of pensions, retirement provision and other benefi ts to the offi cers or directors has a specifi c pension provision.

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16.1 Appointments held by members of the administrative and management bodies

Detailed information about the terms of ofﬁ ce of the Company’s ofﬁ cers and directors is provided in section 14.1 of this registration document.

16.2 Information about service contracts linking members of the Company’s administrative and management bodies to the Company

During 2009, the Board of Directors entrusted Pierre Richard, a With the exception of the aforementioned assignment, to the best of director, with an assignment of analysing and seeking alternative the Company’s knowledge, there are no service contracts providing forms of ﬁ nancing. His compensation for this assignment amounts for the grant of any beneﬁ ts between any member of the Board of to €30,000. Directors, the CEO or the COOs and any of the Company’s subsidiaries.

16.3 Board-level Committees

As provided for in Article 16 of the Articles of Association, the Board Directors who are physical persons and the permanent of Directors set up three committees to assist it with its duties, representatives of directors that are legal entities may be appointed namely an Audit Committee, a Nominations and Remuneration to each of these committees. Committee members are designated Committee and a Strategy Committee. in a personal capacity, and may not appoint representatives. The chairman of each committee is appointed by the Board of Directors. Each committee reports on its work to the Board of Directors. The composition of the committees may be altered at any time by The committees have a strictly consultative role. The Board of the Board of Directors. Directors retains full powers to decide on its course of action after hearing the conclusions presented by the committees. Each director Committees may seek assistance from external consultants when remains free to vote as he/she wishes, without being bound by the they deem it necessary for the successful completion of their work. studies, investigations or reports carried out by the committees or by their recommendations.

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AUDIT AND RISK COMMITTEE

The Audit and Risk Committee consists of at least three members, revenues that they represent, are not liable to compromise the including at least one independent director, appointed for the independence of the Statutory Auditors. duration of their term of offi ce as a director. In addition, the Audit and Risk Committee will examine all issues Persons with salaried positions at the Company or one of its within its remit that the Board of Directors may submit to it in order subsidiaries may not be members of the Audit and Risk Committee. to seek its opinion. Members of the Audit and Risk Committee must have the fi nancial In fulfi lling its duties, the committee, if it so wishes, may meet with and/or accounting expertise required to fulfi l their duties. the Statutory Auditors in the absence of corporate offi cers, directors The Audit and Risk Committee assists the Board of Directors with who are not members of the Audit committee and members of the ensuring that the Company’s individual fi nancial statements and the fi nance department. It may also meet with Company employees Group’s consolidated fi nancial statements provide a true and fair responsible for preparation of the fi nancial statements and internal view, and safeguarding the quality of the internal control framework control, including the heads of fi nance and accounting, in the and information reported to shareholders and the market. It follows absence of corporate offi cers. up on matters related to the preparation and control of accounting The committee must be able to consult external experts as and and fi nancial information. when required. Its remit, as defi ned by the Board of Directors, includes: The committee should be given suffi cient time to review the

➤ with regard to the fi nancial statements: Company’s fi nancial statements. The Statutory Auditors must be present in Audit and Risk Committee meetings in which the – carrying out the preliminary review of draft individual and Company’s fi nancial statements are examined. consolidated fi nancial statements, both annual and interim, More precisely, the committee must check that fi nancial control to check the methods used to prepare them and to ensure the procedures and internal information gathering and control relevance and consistency of accounting principles and methods procedures are clearly defi ned and that they safeguard the used, reliability and accuracy of fi nancial reporting. It assesses them and, – examining risks, litigation and signifi cant off-balance sheet if necessary, makes improvements to them on a regular basis. commitments, Activity reports provided to the Board of Directors must ensure that – ensuring the correct treatment of signifi cant transactions at the Board is fully informed of recommendations and conclusions of Group level, the committee’s work. It must inform the Board of Directors as swiftly as possible of any diffi culties encountered in the performance of its – regularly assessing the Company’s and Group’s fi nancial position, duties. cash position and signifi cant commitments; For all of its duties, the committee presents its conclusions, ➤ With regard to internal control: recommendations, proposals or opinions to the Board, whose task – monitoring the effectiveness and quality of the Group’s internal it is to make decisions. control and risk management systems, chiefl y to ensure that the The committee also has the duty of reviewing the Chairman’s report individual and consolidated fi nancial statements provide a true on the operation of the Board and internal control, which is required and fair view of the Company’s and Group’s actual position, and by law. that the fi nancial statements comply with accounting standards, During the 2009 fi nancial year, the Audit and Risk Committee met – monitoring the preparation process for fi nancial reporting, and four times, notably in order to examine:

– ensuring the accuracy and quality of fi nancial reporting within the ➤ the individual and consolidated fi nancial statements for the 2008 Company; fi nancial year;

➤ with regard to external control: ➤ the interim ﬁ nancial report (30 June 2009);

The Audit and Risk Committee is responsible for monitoring ➤ the 2010 budget and the Company’s medium-term business plan; the statutory audit of the individual and consolidated ﬁ nancial ➤ the Group’s ﬁ nancial and cash position; statements. A crucial role of the committee is notably to safeguard the independence and objectivity of the Statutory Auditors: ➤ the risk mapping survey;

– by overseeing the selection procedure for Statutory Auditors and ➤ the Chairman’s 2008 report on internal control; by reviewing matters related to the appointment, renewal and ➤ certain internal control procedures and speciﬁ c accounting dismissal of the Company’s Statutory Auditors and by issuing to procedures; the Board a recommendation concerning the Statutory Auditors proposed for appointment at the Annual General Meeting, and ➤ the Group’s internal audit programme for 2010-2011; and

– through a review of the amount and details of the fees paid by the ➤ new contracts with business providers. Group, to the Statutory Auditors and the network to which they may belong. In this respect, the Committee must be informed At 31 December 2009, the Audit and Risk Committee comprised Elie of the fees paid by the Company and Group and ensure that the Cohen, Chairman and independent director, Jean Thomazeau and amount or the proportion of the audit ﬁ rm’s and its network’s Jean-Charles Samy, EDF’s permanent representative.

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NOMINATIONS AND REMUNERATION COMMITTEE

The Nominations and Remuneration Committee consists of at With respect to directors’ remuneration, the Nominations and least three members, including at least one independent director, Remuneration committee: appointed for the duration of their term of ofﬁ ce as a director. The ➤ makes recommendations concerning the distribution of directors’ Chairman of the Board of Directors is a member of this committee. attendance fees;

➤ makes recommendations concerning any remuneration awarded (i) Duties in respect of appointments to directors given special duties. The remit of the Nominations and Remuneration Committee is to: As regards stock options and any other form of share-based

➤ examine and formulate proposals for the Board of Directors compensation, particularly allotments of bonus shares or concerning candidates for positions on the Board of Directors, as remuneration indexed or linked to shares, the Nominations and Chief Executive Ofﬁ cer, Chief Operating Ofﬁ cer, Chairman of the Remuneration committee has the following duties: Board of Directors, and members and Chairman of the Audit and ➤ discussing the general policy regarding these forms of Risk Committee and Strategy Committee. To this end, it needs to remuneration and putting any proposals on this matter before assess the requisite skills, knowledge and experience, describe the Board of Directors; the role and evaluate the time needed for these positions; ➤ ensuring that relevant information is disclosed in the annual ➤ assess proposals submitted by interested parties, including by report and during the general meeting of the shareholders; the management and by shareholders; ➤ making proposals to the Board of Directors concerning which of ➤ assess from time to time how well the Board of Directors is the legally authorised formulae should be selected and giving functioning; and reasons for this choice and its consequences.

➤ review every year, on a case-by-case basis, the status of each During the 2009 ﬁ nancial year, the Nominations and Remuneration director with respect to the independence criteria set out in this Committee met four times, notably in order to examine: Internal charter. ➤ the remuneration paid to ofﬁ cers and directors;

➤ (ii) Remuneration-related duties the appointment of a new Chief Operating Offi cer; ➤ the candidacies proposed to the Board of Directors; The remit of the Nominations and Remuneration Committee is to: ➤ the AFEP-MEDEF recommendations concerning the compensation ➤ issue opinions on all forms of remuneration, including benefi ts and benefi ts paid to the senior executives of listed companies; in kind and pension benefi ts, received from any Group company or affi liate; ➤ the severance payments due to senior executives in the event of their departure; ➤ make proposals to the Board of Directors concerning the remuneration of the CEO and COOs, particularly regarding the ➤ the renewal of a director’s term of offi ce; calculation of discretionary payments; ➤ the criteria for allocating attendance fees to directors,

➤ formulate the proposals for the Board of Directors concerning the ➤ implementation of a loyalty reward system for employees around compensation and benefi ts paid to the Chairman, who does not the world, notably including a bonus share allotment plan, participate in discussions concerning such matters; ➤ the renewal of the terms of offi ce of the Chief Executive Offi cer ➤ issue an opinion on the proposals submitted by executive and Chief Operating Offi cers; management in terms of the compensation and benefi ts to be paid to senior executives, including members of the Company’s ➤ determination of the objectives for senior executives’ Executive Committee, as well as all the employees whose annual discretionary payments; and compensation and benefi ts exceeds €150,000 in Europe or ➤ the annual review of directors’ independence. $200,000 in the United States; At 31 December 2009, the Nominations and Remuneration Committee ➤ ensure that the Company complies with its obligations in terms was composed of Pierre Richard, its chairman and independent of the transparency of compensation and benefi ts. To this director, Pierre Lederer, EDEV’s permanent representative and Pâris end, it prepares an annual report for the Board of Directors on Mouratoglou. compensation and benefi ts covered by Article L. 225-102-1, sub- paragraph 1, for inclusion in the annual report.

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STRATEGY COMMITTEE

The Strategy Committee consists of at least three members, ➤ having all transactions or events that may have a material impact including at least one independent director, appointed for the on the Group’s strategy and investments referred to it. duration of their term of offi ce as a director. During the 2009 fi nancial year, the Strategy Committee met three The Strategy Committee’s role is to assist the Board of Directors in times, notably in order to examine the following issues: implementing the Group’s strategy and in carrying out investments ➤ the fi nancial crisis and its effects; as mentioned in Article 9.1 of the Internal charter. It assists the Board in implementing this strategy and helps it to determine and ➤ investments in new regions; maintain its investment policy, particularly by: ➤ the First Solar project; and ➤ reviewing the Group’s investment strategy and making ➤ recommendations to the Board of Directors concerning the bio energies, i.e. biomass, biogas and biofuels. Group’s strategic direction as part of its business plan or its long- At 31 December 2009, the Strategy Committee comprised Elie term strategy; Cohen, its chairman and an independent director, Pierre Lederer, EDEV’s permanent representative, Jean-Louis Mathias, Pâris ➤ carrying out all appropriate research and assignments; Mouratoglou and Jean Thomazeau.

16.4 Corporate governance

RECOMMENDATIONS OF THE AFEP-MEDEF CODE

Upon its IPO in 2006, the Company decided, with a view to promoting these recommendations, which fi tted with the Group’s corporate transparency and full disclosure to the public, to implement the governance programme adopted in 2006, were already implemented recommendations of the 2003 AFEP-MEDEF corporate governance by EDF Energies Nouvelles. code, subject to the specifi c stipulations of the shareholders’ The Board of Directors adopted at its meeting on 22 September agreement signed by the EDF group and the Mouratoglou group. 2009, as it had promised, the requisite changes to comply fully In particular, the Company set up three committees (Audit, with the recommendations of the AFEP-MEDEF code concerning the Nominations and Remuneration, Strategy) and two independent compensation paid to the offi cers and directors of listed companies. directors were appointed to the Board of Directors. To this end, David Corchia announced that he would forgo the On 6 October 2008, the AFEP-MEDEF code was amended to benefi t of his employment contract on 31 December 2009 to comply incorporate various recommendations concerning the compensation with the rule on Chief Executive Offi cers not holding an employment of listed companies’ offi cers and directors. The code, as amended, contract simultaneously. is available on the MEDEF’s web site (www.medef.fr). The AFEP-MEDEF code, as amended in 2008, is the corporate At its meeting on 3 December 2008, the Board of Directors governance code to which EDF Energies Nouvelles will refer, subject apprised itself of the AFEP-MEDEF’s latest recommendations. In to the stipulations of the aforementioned shareholders’ agreement this respect, the Board of Directors noted at this date that most of (see AMF decision no. 206C2226 of 7 December 2006).

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ASSESSMENT AND EVALUATION OF THE OPERATING PROCEDURES OF THE BOARD OF DIRECTORS

The Board of Directors met 11 times during 2009. The average The evaluation of the Board’s work in 2008 highlighted directors’ turnout rate for directors at board meetings stood at 82%. The desire for the possibility of a technical expert being named to join attendance rate at meetings of the committees was 100%. the Board. A change to the Articles of Association was adopted at the General Meeting of the shareholders on 29 May 2009 to create In accordance with Article 19 of the Internal charter, the Board the position of non-voting director. The Board now has the option of of Directors holds a discussion once each year on its operating appointing one or two non-voting directors who participate in Board procedures. The Board of Directors evaluates its own procedures, meetings in an advisory capacity. with this evaluation being delegated by the Chairman of the Board to independent directors. The Internal charter and insider trading rules were amended to refl ect this new Board position. The evaluation for the 2009 fi nancial year was conducted based on a questionnaire submitted to directors concerning the principles In addition, the Board of Directors approved the independent and arrangements for the operation of the Board of Directors. director status of Élie Cohen and Pierre Richard at its meeting of 9 February 2010 based on the report drafted by the Nominations The results reviewed by the Board of Directors on 13 January 2010 and Remuneration Committee and taking into account the criteria of refl ected a satisfactory level in terms of the operation of the Board the Internal charter, in accordance with the AFEP-MEDEF’s corporate of Directors and its committees. governance code.

INTERNAL CHARTER OF THE BOARD OF DIRECTORS

The Board of Directors’ Internal charter, which was adopted by the the transparency with which the Board of Directors operates. former at its meeting on 18 July 2006 and amended at its meetings Its principal provisions are summarised in section 21.2.2 of this on 25 April 2007 and 19 March 2009, is intended to safeguard registration document.

REPORT ON INTERNAL CONTROL

The Chairman of the Board of Directors prepared a report on aforementioned report. These two reports appear respectively in internal control in accordance with Article L.225-37 of the French Appendix 1 and Appendix 2 of the registration document. Commercial Code and the Statutory Auditors issued a report on the

REGULATIONS INTENDED TO PREVENT THE RISK OF INSIDER TRADING

In connection with its IPO, the Company adopted in 2006 an To this end, the Group has decided to set restricted periods during Internal charter to prevent the risk of insider trading within the which persons belonging to a so-called “sensitive” group (notably Group to comply with the principles and rules in force as well as comprising ofﬁ cers and directors, committee members, employees the recommendations issued by the stock exchange authorities working for senior management and persons with close links concerning the management of the risks arising from the possession, to them within the meaning of Article L.621-18-2 of the French disclosure and use of privileged information. Monetary and Financial Code) are not authorised to buy, sell or trade in EDF Energies Nouvelles shares.

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17.1 Employee-related information

17.1.1 GENERAL INFORMATION

(A) Headcounts (1) The following table shows how the Group’s workforce (excluding EDF Energies Nouvelles Réparties) has changed over the last two years in each geographic area:

Country 31 December 2008 31 December 2009

Germany 33 Belgium 14 19 Bulgaria 60 76 Spain 26 35 France 231 329 Greece 28 38 Italy 19 15 Portugal 27 29 United Kingdom 16 17 Turkey 15 31 United States 463 604 Canada -20 EDF ENERGIES NOUVELLES (EXCL. EDF ENERGIES NOUVELLES RÉPARTIES) 901 1.215

The following table shows the wor kforce of EDF Energies Nouvelles Réparties and its subsidiaries at 31 December 2008 and 2009:

Country 31 December 2008 31 December 2009

France (EDF Energies Nouvelles Réparties, Tenesol, Supra, Ribo) 637 1,052 South Africa (Tenesol) 134 121 Western Africa and Morocco (Tenesol) 52 51 TOTAL 822 1.224

At 31 December 2009, the Group had 2,439 employees compared continued to recruit new staff in all of its business segments, with 1,723 at 31 December 2008. including the development of wind and solar energy projects, the construction, operation and maintenance of assets, and distributed This strong growth in the headcount was attributable to the Group’s energies. momentum in France and in international markets. The Group

(1) The Group’s headcount includes the employees consolidated for the ﬁ rst time and recognised in line with the same criteria.

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(B) Geographical breakdown of the headcount (C) Breakdown of the headcount by segme nt At 31 December 2009 1,224 329 France (excl. EDF ENR) 822

613 172 1,052 467 405 France (EDF ENR Africa (Tenesol) 262 and its subsidiaries) 172 197

Support Development/ Operations & Distributed 624 functions Construction Maintenance energies 2008 2009 North America

262 Europe

(d) The principal social data indicators are presented below:

France North Group Excl. EDF ENR EDF ENR Europe America Total

Headcount Headcount at end of period 329 1.224 262 624 2,439 Number of executives 250 218 89 116 673 % of executives 76% 18% 34% 19% 28% Number of non-executives 79 1.006 173 508 1, 766 % of non-executives 24% 82% 66% 81% 72% Number of staff on permanent contracts 324 968 242 624 2,158 Number of staff on ﬁ xed-term contracts 5 256 20 0 281 % of employees working part-time 4% 2% 4% 1% 3% Number of men 214 942 200 503 1,859 % of total workforce 65% 77% 76% 81% 76% Number of women 115 282 62 121 580 % of total workforce 35% 23% 24% 19% 24% Number of male executives 166 174 70 95 505 % of total number of men 78% 18% 35% 19% 27% % of total number of executives 67% 80% 78% 82% 75% Number of female executives 84 44 19 21 168 % of total number of women 73% 16% 31% 17% 29% % of total number of executives 33% 20% 21% 18% 25% Health and safety No. of occupational accidents with 1 day or more of lost time 2 51 0 18 71 Number of fatal occupational accidents 0 0 0 0 0 Absanteeism rate 1.2% 2% ND 1% ND

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France North Group Excl. EDF ENR EDF ENR Europe America Total Traning Ratio of training expenses to total payroll costs 1.36% 1.13% 1.45% 5.4% 2.4% Number of hours of training 4, 505 16, 357 1, 586 30, 422 52, 870 Number of employees trained 179 798 46 542 1,565 % of employees trained 55% 65% 17% 87% 64% Integration and training of young people Number of apprentices and apprenticeships 2 20.5 na na 23 Number of interns 34.5 14 3 0 52 Employment New recruits 133 439 74 222 868 Other arrivals 4 0 0 30 34 TOTAL NEW EMPLOYEES 137 439 74 252 902 Retirements 0 5 0 0 5 Resignations 11 54 5 34 104 Redundancies 3 43 3 22 71 Other departures 25 133 (1) 10 5 173 TOTAL DEPARTURES 39 235 18 61 353

(1) Including 106 on fixed-term contracts.

(E) Age distribution at 31 December 20 09

> 56 years 5 %

Between 46 and 55 years 18 %

Between 36 and 45 years 26 %

Between 26 and 35 years 38 %

< 26 years 13 %

17.1.2 THE GROUP IN FRANCE (EXCLUD ING EDF ENERGIES NOUVELLES RÉPARTIES)

At 31 December 2009, the Group had 1,533 employees in France, Business lines - recruitment representing 63.7% of total employees. In France, teams provide a wide variety of recognized expertise spanning all the Group’s traditional areas of expertise (development, (A) Group’s traditional activities construction, operations & maintenance, as well as project fi nancing, asset management, etc.). Headcount In a year of crisis, EDF Energies Nouvelles stood out by hiring over 130 new recruits in the following business lines: In France, the Group (excluding EDF Energies Nouvelles Réparties) had 329 employees at 31 December 2009, representing an increase ➤ Development of projects: Hiring supported growth in the of 42% compared with 31 December 2008. photovoltaic business. The development businesses require a very broad spectrum of skills. These include the management Growth was driven by the recruitment of young (66% of employees of a wind energy project, site location, technical and fi nancial are less than 35 years old), but highly qualifi ed new employees, feasibility studies, analysis of environmental issues, analysis predominantly graduates from engineering and business schools of the wind/solar potential, handling of the project’s legal and or from the leading universities. EDF Energies Nouvelles is thus fi nancial aspects (structured fi nancing). an active participant in graduate recruitment in France. 76% of employees have executive status.

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➤ Construction: Negotiation of power purchase agreements, At the same time, the Colombiers Operations & Maintenance centre design of construction projects and monitoring of wind and is fi nalizing a plan to open a training facility dedicated to Operations solar energy construction projects (ground-based and building- & Maintenance activities. An EHS (Environment, Health and Safety) integrated). The teams added new expertise drawn notably from programme has been launched. the construction sector and inspection offi ces. ➤ Support functions: These were strengthened around the existing (B) EDF Energies Nouvelles Réparties organization. Support function employees bring their expertise to bear and contribute towards better risk management, while During 2009, the Group continued to strengthen its position in helping to ensure that the Group performs more effi ciently. the renewable energies sector, particularly in distributed solar photovoltaic energy. The companies conducting these activities ➤ Asset operation and maintenance: The operations and recorded a substantial increase in their headcount. maintenance teams were built around various standard profi les: EDF Energies Nouvelles Réparties has 49 employees (counting – technicians with skills focused on operational activities in the both employees of EDF Energies Nouvelles Réparties and those fi eld, seconded to it). Its principal subsidiaries, namely Supra, Tenesol, Ribo and Photon Power Technologies, house most of the division’s – engineers capable of managing production facilities with a view employees. to raising performance and optimizing the operation of plants, while safeguarding the reliability of facilities and monitoring Supra, which specializes in the manufacture of heating devices production. and fi replaces, has two production facilities in France. It had a workforce of 373 employees at 31 December 2009. During 2009, The maintenance and servicing of power plants provide substantial Supra continued to implement training initiatives to safeguard the scope for the recruitment of local labor. During 2009, the Operations safety of employees in the workplace. and Maintenance teams moved into new premises in Colombiers (close to Béziers in south-western France) at the Group’s European Tenesol, which is 50% consolidated by the Group, has invested Operations and Maintenance centre, which was modeled on the in several segments spanning the entire value chain for the US subsidiary enXco’s Operations and Maintenance facility. photovoltaic sector:

This centre houses the three activities conducted by the Operations ➤ upstream, it manufactures solar panels (341 employees working and Maintenance unit, i.e. the supervision of power plants, at plants in Cape Town in South Africa and Toulouse in France), maintenance engineering and equipment servicing, as well as preventative and remedial maintenance. ➤ through its head offi ce and its downstream subsidiaries, it conducts solar photovoltaic engineering and systems integration Lastly, to consolidate its position in the construction of solar activities (277 employees), photovoltaic farms and roof arrays, the Group set up Colsun in conjunction with German company Beck Energy during December ➤ in addition, its subsidiaries in French overseas departments 2008. Colsun specializes in the construction of ground-based and territories are involved in the operation and maintenance of solar projects and electrical installation work for roof arrays. At photovoltaic facilities (372 employees). 31 December 2009, Colsun had 24 employees and 3 trainees. The Tenesol group had 990 employees at year-end 2009 (including the Tenesol subsidiaries consolidated for the fi rst time). Over the Training past two years, the Tenesol group’s approach has been to recruit Training at the Group’s French companies has three principal engineers and high-potential managers. Training sessions for objectives: employees involved in high-risk activities are regularly arranged (working at heights, authorization for electrical work, forklift truck ➤ training courses leading to certifi cations, enabling employees to license, fi refi ghting and other team training sessions). perform their duties as safely as possible. In France, the Group emphasized safety-related training programmes in the following Ribo, which specializes in the development and operation of areas: electrical certifi cation, working at height, emergency and innovative heating, climate control and air treatment solutions and rescue procedures for a victim working on a wind turbine and is based at Castelnaudary (Aude department), had 32 employees at extinguishers, as well as training courses leading to permits to year-end 2009. operate nacelles and fork-lift trucks to work on roof arrays; Lastly, Photon Power Technologies had 314 employees at

➤ employees are made aware of environmental issues (noise, 31 December 2009, representing an increase of 68% in its headcount visual aspects, construction project management, etc.) via the over a year. In 2009, Photon Power Technologies hired 130 staff on environmental management system; permanent and 51 on fi xed-term contracts. Over 1,200 temporary contracts were managed in 2009. Photon ➤ training courses enabling employees to refi ne or acquire new skills. Power Technologies organized training programmes for its employees related to safety (working at heights, electrical risk, use In addition to sending employees on external training programmes, of nacelles, etc.) and photovoltaic activities. the Group has developed internal training courses: around 25 training days were organized to facilitate discussions of best practices, knowledge and expertise sharing led by the Group’s experts (technical, legal, tax, project fi nancing and information system specialists, etc.).

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17.1.3 OPERATIONS OUTSIDE FRANCE

Headcount Its teams break down into: The Group continued to expand in international markets, with an ➤ 414 employees working for the Operations & Maintenance increase of 35% in its headcount during 2009. business;

In Europe, the Group’s longstanding subsidiaries (Greece, Bulgaria, ➤ 141 employees working in development and technical areas. Portugal, Italy, Spain, etc.) posted growth in their workforce enXco strengthened its teams specializing in the development of across all the Group’s business lines, thereby helping to raise the solar projects and of projects in new territories (notably securing professional standards of teams and their organization. land);

The European subsidiaries are consolidating their workforce by ➤ 49 staff working in the support functions. adding support functions (i.e. notably the Spanish subsidiary enXco stepped up measures to raise awareness of safety issues. Fotosolar and operations in Italy, which strengthened the project At 31 December 2009, the reported accident frequency rate stood fi nancing function and gradually took over certain activities, such at 2.62, which met the objective set by enXco of bringing the rate as accounting and legal affairs). down to below 2.8. Measures will continue to be implemented in These subsidiaries promote local employment by making use of the this area during 2010. local labor force close to facilities (in Bulgaria, as well as in Greece, The US subsidiary also stepped up training programmes for its Turkey and Italy, these companies employ local staff, notably to employees and managers. provide security services for the installations. In Turkey, to meet the requirements of the Turkish operator, technicians were recruited Teams were built in Canada, a country into which the Group expanded from areas close to the sites to control and report any malfunctions recently, initially comprising wind energy project developers at Saint in the turbines or in any other electrical equipment). Laurent Energies, and then developers, construction supervisors, and Operations and Maintenance staff at EDF EN Canada. All the European subsidiaries implemented training initiatives to enhance the safety of their employees in the conduct of their duties. For instance, EDF EN Italia and its subsidiaries set about taking the Mobility necessary steps to comply with the Italian regulations concerning The Group promotes mobility and has already seen successful safety in the workplace (training courses in rescue procedures, fi re- examples of expatriation, notably in the UK, Italy, Greece and the fi ghting, etc.), privacy and the delegation of responsibilities within United States. Expansion into new markets and segments also businesses (including the introduction of an organizational model harbors the prospect of new expatriation opportunities, notably in and a monitoring body). The UK subsidiary hired a HSE offi cer. Turkey, Canada and Mexico. In North America, enXco, the Group’s US subsidiary, continued to The Group has seen some successful examples of moves between strengthen its teams in order to support its expansion (200 new subsidiaries. The construction teams in Portugal have, for example, hires), increasing the size of its workforce to 604 employees. brought their expertise and know-how to bear for the Group in other countries, notably in Mexico and Italy.

17.1.4 EMPLOYEE RETENTION

EDF Energies Nouvelles endeavors to motivate and retain the loyalty share allotment mechanism. This plan, which expires in November of its employees and to attract new talent. With this objective in 2009 and November 2010, is also subject to presence and collective mind, the Group set up three bonus share allotment plans for its key performance conditions. 29,910 units were allotted under this plan. employees in France and at its subsidiaries in 2007, 2008 and 2009. 2008 bonus share allotment plans 2007 bonus share allotment plan On 30 October 2008, the Board of Directors adopted a bonus share During 2007, the Company allotted 24,550 bonus shares to certain allotment plan for key employees (encompassing company offi cers company offi cers and employees in France. The shares will vest and key employees in France) and a bonus share allotment plan defi nitively with their benefi ciaries, subject to their presence within for all its employees in France at subsidiaries in which the Group’s the Group and satisfaction of certain performance conditions, at the ownership stands at over 51% (i.e. 221 employees). For these end of a period of two years, that is in November 2009, and will then two plans, the vesting of the shares in October 2010 is subject be unavailable for two years, that is until November 2011. to a condition of presence on the payroll, as well as partly on collective performance conditions based on the Group’s operational Employees at the subsidiaries outside France (United States, United performance, and followed by a lock-up period of two years for Kingdom, Portugal, Greece, Italy and Spain) identifi ed as key shares that have vested defi nitively. employees benefi ted from a mirror stock plan replicating the bonus

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Employees at the subsidiaries outside France (United States, United all its employees in France. For these two plans, the vesting of the Kingdom, Portugal, Greece, Italy and Spain) identifi ed as key shares in November 2011 is contingent upon employees’ continued employees benefi ted from a mirror stock plan replicating the bonus presence on the payroll and partly on (except for corporate offi cers share allotment mechanism. This plan, which expires in November for whom all the shares are dependent on) attainment of collective 2010 and November 2011, is also subject to presence and collective performance criteria linked to the Group’s operating performance, performance conditions. followed by a two-year lock-up period for shares that have vested defi nitively. EDF Energies Nouvelles’ bonus share allotment Employees at the subsidiaries outside France (United States, United plans in 2009 Kingdom, Portugal, Greece, Italy and Spain) identifi ed as key employees benefi ted from a mirror stock plan replicating the bonus On 12 November 2009, the Board of Directors adopted a bonus share allotment mechanism. This plan, which expires in November share allotment plan for key employees (covering senior managers 2011 and November 2012, is also subject to conditions related to and key employees in France) and a bonus share allotment plan for presence on the payroll and collective performance.

17.2 Stock options

None.

17.3 Employee incentives

Upon its IPO in 2006, the Company carried out a new issue of shares To the best of the Company’s knowledge, the employees’ holding reserved for employees and affi liated companies participating in in the Company’s share capital at 31 December 2009 within the a Group investment plan, as well as an issue of shares reserved meaning of Article L.225-102 of the French Commercial Code was for the employees, offi cers and directors of the Company and its 0.089% (69,177 shares from the offering reserved for employees affi liates. As part of the offering reserved for employees, 270 of under the Group savings plan at the time of the Company’s IPO the Group’s employees, or 71.8% of the eligible employees became in 2006 and bonus shares that are locked up). shareholders in the Company.

17.4 Works Council - Economic and Social Unit

An Economic and Social Unit was set up incorporating EDF Energies handed down at the request of EDF Energies Nouvelles. A Works Nouvelles, EDF EN France. EDF EN Services, and EDF EN Outre Council was elected in June 2009 and an employee proﬁ t-sharing Mer. It was formally recognised on 15 May 2009 in a Court ruling agreement was signed at the end of the year.

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17.5 Ownership of the Company’s shares by ofﬁ cers and directors and transactions in the Company’s securities by Directors

In accordance with the provisions of Article 12 of the Articles of each of the ofﬁ cers and directors at 31 December 2009 is disclosed Association, the Company’s directors each hold at least one of the in section 14.1 of this registration document. Company’s shares. The number of shares in the Company held by

During the 2009 ﬁ nancial year, the Company’s ofﬁ cers declared to the Autorité des Marchés Financiers that they had conducted the following transactions:

Unit price Declaree Type of transaction Amount in euros (in euros) Transaction date

Jean Thomazeau (Director) Acquisition 88,163 26.70 2/01/2009

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18.1 Principal shareholders

At the date of this registration document, ownership of the Company’s share capital, to the best of its knowledge, breaks down as follows:

Shareholder Shares and voting rights % of the capital and voting rights

EDF group 38,784,208 50.0% o/w: EDF 12 nm EDEV 38,784,194 50.0% Mouratoglou group 19,474,117 25.1% o/w: Pâris Mouratoglou 1,000,025 1.3% Société Internationale d’Investissements Financiers 18,463,284 23.8% Free ﬂ oat (including employees) 19,310,091 24.9% TOTAL 77,568,416 100.0%

The EDF group and Mouratoglou group, which together owned 75.1% EDF Energies Nouvelles identifi ed its shareholders during December of the Company’s share capital and voting rights at 31 December 2009. Based on a survey of shares with identifi able holders and 2009, have declared that they are acting in concert (see section 18.4 registered shares, institutional investors account for 75% of the of this registration document). free fl oat. Institutional investors break down by geographic area as follows: To the best of the Company’s knowledge, no other shareholder owns more than 5% of its share capital. During the 2009 fi nancial year, the Company was not informed of any ownership thresholds being crossed or of any shareholdings referred to in Article L.233-12 of the French Commercial Code.

17% 42% North America France

1% Rest of the world 22% 18% Continental Europe UK & Ireland

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18.2 Trading on the Euronext Paris market

The EDF Energies Nouvelles share has been listed on Euronext Paris The share price ﬂ uctuated between €25.1 and €38.7 during the (compartment A) since November 2006. year, closing at €36 on 31 December 2009, representing market capitalisation of €2.8 billion. EDF Energies Nouvelles’ share price enjoyed a very strong increase of 42.6% during 2009. By comparison, the SBF 120 index moved up 23.7%.

The chart below shows the performance of the Company’s shares during 2009 relative to the performance of the SBF 120 index:

160 150 140 130 120 110 100 90 80 70 60

01/01/09 01/02/09 01/03/09 01/04/09 01/05/09 01/06/09 01/07/09 01/08/09 01/09/09 01/10/09 01/11/09 01/12/09 31/12/09

EDF EN SBF 120

18.3 Voting rights of the principal shareholders

Each of the Group’s shares carries one voting right. The Company’s Articles of Association do not provide for dual voting rights. The number of voting rights held by the principal shareholders is presented in section 18.1 of this registration document.

18.4 Control of the Company

On 17 July 2006, EDF, EDEV (together with EDF, the “EDF group”), The EDF group and the Mouratoglou group have declared that Pâris Mouratoglou and Société Internationale d’Investissements they have been acting in concert vis-à-vis the Company since Financiers (together with Pâris Mouratoglou, the “Mouratoglou the Agreement entered force (see AMF decision no. 206C226 of group”) signed a shareholders’ agreement (the “Agreement”), 7 December 2006). which entered force on the settlement/delivery day of the shares The main provisions of the Agreement are summarised below. issued as part of the Company’s IPO, i.e. 1st December 2006.

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BUSINESS PLAN

As part of the Agreement, the parties agreed to a business plan for In return for this right of fi rst refusal, EDF Energies Nouvelles will the Group (the “Business Plan”), which the Company’s Board of give EDF fi rst refusal on certifi cates of origin (green certifi cates) Directors is responsible for implementing. Details of the Business and carbon dioxide emission certifi cates that it or its subsidiaries Plan’s main aspects are given below. may own or come to own, at a price that it will set and that must be consistent with market terms. If EDF does not wish to buy The owners’ long-term aim is for the Company to become a leading them, EDF Energies Nouvelles may sell these certifi cates to a third international independent generator of renewable energies, with party, on terms no more favourable than those offered to EDF. a balanced portfolio of assets and businesses combining healthy profi tability with tight control of industrial and fi nancial risks. ➤ Partnership in the United Kingdom: In the United Kingdom, Through EDF Energies Nouvelles Réparties, EDF Energies Nouvelles EDF Energies Nouvelles and EDF Energy, a wholly-owned also intends to become a leading player in distributed renewable subsidiary of EDF, will set up a joint venture, which will develop, energies and energy control by customers. build and/or operate power plants harnessing renewable The shareholders defi ned the Company’s strategy, which is energies in the United Kingdom. Its owners will jointly agree on presented in detail in section 6.3 of this registration document. They its development objectives and resources. This partnership was also agreed that in general the projects developed by EDF Energies implemented with the incorporation of EDF Energy Renewables Nouvelles will have to satisfy the following profi tability criteria set during 2008 (see section 22 of this registration document).

by the EDF group: (i) the net present value/investment ratio must ➤ Brand licensing: EDF grants to EDF Energies Nouvelles the right exceed 10% and (ii) the investment must have an accretive impact to use its name and brand in accordance with the rules set out in on net income within a period of three years. its corporate visual identity guidelines, and in line with the terms The Business Plan also lays down the general framework for the of a brand licensing agreement (see Chapter 11 of this registration relationship between the EDF group and EDF Energies Nouvelles. document). This framework will apply for as long as the EDF group remains the ➤ Access to the EDF group’s expertise and resources: EDF Energies core industrial shareholder of EDF Energies Nouvelles, i.e., while Nouvelles will primarily make use of the EDF group’s purchasing it owns at least 35% of its capital directly or indirectly. The major resources and will be able to benefi t from the Group’s framework principles of this framework, applicable subject to the rules of purchasing contracts on terms consistent with those enjoyed by competition law, are as follows: EDF group subsidiaries. EDF Energies Nouvelles will also have ➤ Business specialisation: Considering EDF Energies Nouvelles access to R&D programmes carried out by EDF in the Group’s as its specialised subsidiary in the independent generation business segments, in cases where EDF and EDF Energies of renewable energies, the EDF group has granted it a right of Nouvelles agree that the work may assist EDF Energies fi rst refusal over (i) investment projects planned by EDF and its Nouvelles’ development, in return for involvement in the research subsidiaries that it controls directly or indirectly, subject to what is programme and access to technical (design and operation) described below for the United Kingdom and excluding Edison, in information concerning facilities. Lastly, EDF Energies Nouvelles the following segments: wind energy, solar photovoltaic facilities, will primarily use the EDF group’s engineering resources when purely power-generating biomass (excluding household and the EDF group has particular expertise in a specifi c area that is industrial waste), small hydro outside France and hydro plants of interest to EDF Energies Nouvelles. Examples of this are the and (ii) wind energy, a segment in which EDF Energies Nouvelles expertise of EDEV subsidiaries in waste processing and biomass, is the EDF group’s core operator in technical assistance, project the expertise of EDF’s specialist engineering centres in hydraulics management and operational assistance assignments. and hydrodynamics and expertise in substations, networks and connections. This expertise will be provided under specifi c In addition, were the EDF group to acquire a company or group agreements, the terms of which will be defi ned on a case-by-case that owns signifi cant renewable energy assets, but for which basis. renewable energies do not represent its main business, the EDF group and EDF Energies Nouvelles would hold consultations in good faith, without any other obligation, to look into transferring these assets to EDF Energies Nouvelles on market terms.

136 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Principal shareholders 18 Control of the Company

BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND COMMITTEES

Under the terms of the Agreement, the Company’s Board of investment ratio must exceed 10% and (ii) the investment must Directors must consist of nine members appointed for a term of have an accretive impact on net income within a period of three six years, including four selected from candidates put forward years; by the EDF group, three selected from candidates put forward ➤ approval of the sale or completion of assets whose value exceeds by the Mouratoglou group, and two independent directors (one €25,000,000, with the exception of turn-key facilities; selected from candidates put forward by the EDF group and the other selected from candidates put forward by the Mouratoglou ➤ authorisation of any investment in countries outside the European group). The Agreement also provides for alteration of the Board’s Union and the United States; composition in the event of a decrease in the Mouratoglou group’s ➤ decisions to propose any amendment to the Company’s Articles of stake in the Company’s capital: Association relating to dividend distribution rules to shareholders ➤ if this interest falls below 12.5%, the number of directors at an extraordinary general meeting; appointed on the Mouratoglou group’s recommendation will ➤ be reduced to two, and the number of directors appointed on approval of the acquisition or disposal of any assets from or to an the EDF group’s recommendation will be increased to fi ve. The entity owned directly or indirectly by the EDF group. number of independent directors will remain unchanged; However, if the number of independent directors is increased to three, the aforementioned decisions will be taken by simple ➤ if this interest falls below 10%, the number of directors appointed on the Mouratoglou group’s recommendation will be reduced to majority of members present or represented. one, and the number of directors appointed on the EDF group’s The duties of the Chairman of the Board of Directors are separate recommendation will be increased to fi ve. The number of from those of the CEO. Mr Mouratoglou will be Chairman of the independent directors will be increased to three; Board of Directors until 31 December 2010 and has undertaken to give up these duties if the Mouratoglou group’s stake in the ➤ if this stake falls below 5%, the number of directors appointed Company falls below 10%. The Chief Executive Offi cer is appointed on the Mouratoglou group’s recommendation will be reduced to from among the candidates proposed by the EDF group. zero, and the number of directors appointed on the EDF group’s recommendation will be increased to six. The number of The Agreement provides for the creation of board-level committees independent directors will remain three. and the adoption of an internal charter, a detailed description of which is included in section 16.3 and section 21.2.2(d) of this For as long as the Company’s Board of Directors includes two registration document. independent directors, in accordance with the Agreement, the following decisions may only be taken with only a two-thirds The aforementioned acknowledged rights of the Mouratoglou group majority of Board members present or represented: or Pâris Mouratoglou are granted to Mr. Mouratoglou in a personal capacity. As a result, should Pâris Mouratoglou die or suffer from a ➤ approval of the general expenses and development cost budget disability preventing him from carrying out a long-term professional (cash development costs and corporate overheads), if the budget activity, these rights will cease to apply. is 15% above the previous year’s budget;

➤ approval of investments whose proﬁ tability would be less than that required by the following criteria applicable within the Group of which the Company is a member: (i) the net present value/

LIQUIDITY COMMITMENT

Subject to the laws and regulations applicable to organised not owned by the EDF group or the Mouratoglou group) to less than markets, the EDF group and the Mouratoglou group will refrain from 95% of this portion as calculated in connection with the Company’s carrying out, directly or indirectly, any share purchases resulting in IPO. This undertaking will expire as soon as the Mouratoglou group a reduction in the Company’s free ﬂ oat (i.e., the portion of its capital owns less than 10% of the Company’s capital.

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RIGHT OF FIRST REFUSAL

In the event that the Mouratoglou group decides to transfer some group; (ii) the sale or donation of Pâris Mouratoglou’s shares to or all of its shares, the EDF group will have a right of fi rst refusal on one of his descendants or to Catherine Mouratoglou, or transfers of these shares. This right will be exercised differently depending on shares to these persons through the division of an estate between whether the shares are intended to be transferred to (i) one or more heirs or the division of a community of property; (iii) the liquidation fi nancial institutions (with a view to a placement with institutional of a company through a public auction or any enforcement of investors or on the market) or (ii) other third parties. security interests; (iv) transactions relating to the Company’s shares carried out by the Mouratoglou group on the Euronext Paris (i) In the fi rst case, the EDF group will be able to buy the shares market, without the buyer of these shares having been previously intended for sale at the Company’s latest closing price, or identifi ed by the Mouratoglou group, provided that the volume of alternatively not buy them, in which case the Mouratoglou group any such transactions carried out by the Mouratoglou group on a will be required to consult at least three fi nancial institutions and single trading day does not exceed one-third of the average daily may carry out the planned sale to the highest bidder, or reserve volume during the month before the transaction or transactions; the right to buy the shares only in the event that the price per or (v) a public sale offering by the Mouratoglou group, including a share (excluding fees and commissions) offered by the highest- placement reserved for qualifi ed investors, provided that it involves bidding fi nancial institution is less than or equal to 95% of the at least 12.5% of the Company’s capital and that the Mouratoglou latest closing price. group’s overall stake in the Company’s capital after the disposal (ii) In the second case, the EDF group will be able to buy the shares falls to less than 10% of the Company’s share capital. In addition, intended for sale either at the price offered by the third party the EDF group must be involved in major decisions regarding the if the planned sale is a simple cash transaction, or at the price procedures of any public sale offering and placement, including stated by an expert appointed in accordance with Article 1843-4 the implementation and terms of book-building and allocations of the French Civil Code if the sale is not a simple cash transaction to institutional investors. Without EDF’s agreement, none of the (i.e., a partial merger, exchange or other transaction). selected investors may acquire more than 1.25% of the Company’s capital, and the EDF group must approve the identity of the ten If the EDF group does not use its right of fi rst refusal, the largest institutional investors allocated shares and the number of Mouratoglou group will be able to carry out the planned sale. shares allocated to them. This right of fi rst refusal will not apply in the event of: (i) a transfer of shares between the Mouratoglou group and a legal entity controlled by or under the same control as a member of the Mouratoglou

REQUIREMENTS CONCERNING THE MOURATOGLOU GROUP’S STAKE

If the Mouratoglou group’s stake in the Company’s capital falls Subject to the put option not being exercised, EDEV will have a call below 10%, EDEV will grant, for a period of three months from the option on the shares held by the Mouratoglou group for a period day it crosses below the 10% ownership threshold, the Mouratoglou of three months starting from the end of the aforementioned put group a put option on its stake, at a price per share equal to the option exercise period, at a price per share equal to the volume- volume-weighted average closing price of the Company’s shares weighted average closing price of the Company’s shares over the over the 60 trading days before the notifi cation that this option is 60 trading days before the notifi cation that this option is to be to be exercised, without the price being more than 10% above the exercised, without the price being more than 10% lower than the latest closing share price before the notifi cation. latest closing share price before the notifi cation. These two options will expire automatically on 31 December 2015.

138 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Principal shareholders 18 Agreements potentially leading to a change of control

NON-COMPETITION CLAUSE

Pâris Mouratoglou, for as long as (i) he remains a corporate offi cer ➤ approach or have any professional relationship as part of a or director of the Company; (ii) at least one non-independent competing activity with persons or legal entities that have been director appointed from among the candidates proposed by the customers or suppliers of the Company or of its current or future Mouratoglou group remains in offi ce; or (iii) the Mouratoglou group subsidiaries. has not defi nitively given up or lost its right to recommend one or This non-competition clause does not apply to Mr Mouratoglou’s more candidates for directorships, and for a period of two years current ownership when the agreement was signed of capital starting from the date on which the situations mentioned in (i), securities in certain companies outside the Group. These companies (ii) and (iii) above come to an end, undertakes not to carry out any may not develop businesses that compete with those of the Group, activity that competes with that of the Company and its subsidiaries with the exclusion of their current activities. in France and any country in which the Company operates or may operate in future, directly or indirectly via a subsidiary, and as a The shareholders’ agreement will expire on the day that the result undertakes not to: EDF group or the Mouratoglou group ceases to own an interest of at least 5% in the Company’s capital, subject to the aforementioned ➤ acquire, directly or indirectly, a stake in a company with a non-competition clause, which will remain applicable for the competing activity if this stake would give the Mouratoglou group duration provided for in the Agreement. decisive infl uence within the meaning of accounting regulations; The provisions of the Agreement described above, as well as all ➤ carry out functions, directly or indirectly, as manager, director, the corporate governance measures described in Chapter 16 of this employee, consultant or in any other capacity, on behalf of any registration document, aim notably to avoid control of the Company person or legal entity carrying out a competing activity; from being exercised in an abusive manner. ➤ hire or employ any current or future staff of the Company and its current or future subsidiaries;

18.5 Agreements potentially leading to a change of control

To the best of the Company’s knowledge, there is no agreement, implementation of which may after 31 December 2009 lead to a change of control.

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19.1 Related-party transactions

Parties related to the Group include shareholders in the Company, Quantitative information about relations with these related parties its unconsolidated subsidiaries, companies under joint control is given in note 31 to the IFRS consolidated fi nancial statements for (proportionally consolidated companies), equity affi liates and the period ended 31 December 2009 and appears in section 20.1 of entities over which the various Group senior managers have at least this registration document. a signifi cant infl uence.

19.2 Statutory auditors’ report on regulated agreements and commitments for the year ended 31 December 2009

This is a free translation into English of the statutory auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments 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, In our capacity as the Company’s Statutory Auditors, we hereby submit our report on regulated agreements and commitments.

1 AGREEMENTS AND COMMITMENTS AUTHORIZED DURING THE YEAR

In accordance with Article L. 225-40 of the French Commercial Code, We conducted our work in accordance with the doctrine of the we were advised of agreements and commitments subject to prior “Compagnie nationale des commissaires aux comptes”. We planed authorization by the Board of Directors. and performed our work to verify the consistency of the information provided to us with the underlying documents from which it was We are not required to investigate the possible existence of taken. additional agreements or commitments but to communicate, on the basis of the information provided to us, the essential terms These agreements and commitments are disclosed in appendices I, and conditions of those agreements and commitments of which II and III attached to this report: we have been advised; nor are we required to comment on their ➤ Appendix I discloses agreements authorized during the year; appropriateness and validity. Pursuant to the terms of Article R. 225- 31 of the French Commercial Code, it is your responsibility to assess ➤ Appendix II discloses commitments granted to Board members the merits of these agreements and commitments for approval. and Executive ofﬁ cers;

➤ Appendix III discloses the persons concerned by these agreements and commitments.

140 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Related-party transactions 19 Statutory auditors’ report on regulated agreements and commitments for the year ended 31 December 2009

2 AGREEMENTS AND COMMITMENTS APPROVED DURING PRIOR FINANCIAL YEARS, EXECUTION OF WHICH CONTINUED DURING THE YEAR

In addition, in accordance with the French Commercial Code, Financing of French wind-farms: we were informed that execution of the following agreements shareholder’s commitments, completion and commitments, which were approved in prior fi nancial years, and recourse guarantee, inter-creditors agreement continued during the past fi nancial year. In connection with the fi nancing of six French wind-farms (Castanet le Haut, Villesèque, Fiennes, Luc sur Orbieu, Salles Curan, Chemin Fee agreement with Energies Antilles SNC d’Ablis), of which EDF Energies Nouvelles retains full or partial Payment of fees by Energies Antilles SNC to the Company with ownership (through project companies controlled by EDF EN France, annual fees calculated on the basis of €.0.00476 before taxes per its wholly-owned subsidiary), the Board of Directors at its meeting kWh charged to EDF SA. of 7 September 2007 authorized EDF Energies Nouvelles to sign shareholder’s commitments, completion and recourse guarantees The fees received by the Company for the fi nancial year ended and an inter-creditors agreement. Further to the commissioning of € 31 December 2009 came to 511,661. the related wind-farms, the completion and recourse guarantees This agreement was authorized by the Board of Directors aT its expired during the year. meeting on 15 December 1997. Research and development agreement with EDF SA Brand licensing agreement with EDF EDF SA and EDF Energies Nouvelles signed on 13 January 2008 a EDF granted the Company an exclusive license to use the EDF brand three-year agreement relating to annual research and development for a token and fi xed amount of €1 paid upon signature of the programs. agreement on 30 August 2006. The amount invoiced to the Company during the fi nancial year This agreement was approved by the Annual General Meeting on ended 31 December 2009 came to €1.8 million. 30 May 2007.

Statutory Auditors Paris La Défense and Paris, 17 March 2010

KPMG Audit Department of KPMG SA Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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➤ APPENDIX I – AGREEMENTS AUTHORIZED DURING THE YEAR

Nature Concerned companies Date of authorization Terms and conditions

Mission enstrusted 10 February 2009 This mission was entrusted to Mr Richard within the framework to Mr Pierre Richard, of Article R. 225-29 of the French Code of commerce. €30,000 EDF Energies Nouvelles’ was paid to Mr Richard for this mission. Board member Debt forgiveness Electrique de Seclin 28 July 2009 Debt forgiveness of €1.3 million granted by your company to Electrique de Seclin. Transfer to EDF EN France EDF EN France 28 July 2009 The agreement signed between EDF Energies Nouvelles and EDEV on of the co-development EDEV 2002 with respect to the development of wind projects on EDEV sites agreement signed with EDEV was amended in order to substitute EDF EN France to EDF Energies in 2002 Nouvelles. Amendment to the EDF EDF Energies Nouvelles 22 September 2009 Amendment to the EDF Energies Nouvelles Réparties shareholders’ Energies Nouvelles Réparties Réparties agreement in February 2008. shareholders’ agreement. Financing of 4 French EDF EN France 22 September 2009 As part of the ﬁ nancing of 4 French wind-farms (La Petite Moure, wind-farms La Pierre, Les Trois Frères, Nipplau), which are owned by EDF Energies Nouvelles through its wholly owned subsidiary, EDF EN France, the board authorized EDF Energies Nouvelles to sign an inter-creditors agreement with EDF EN France and the lenders (Senior and subordinated) in order to subordinate the rights owned by the subordinated lenders to the rights of the senior lenders. Financing of Bicker Fen EDF EN UK 17 December 2009 As part of the ﬁ nancing of the Bicker Fen and Walkway wind-farms and Walkway wind-farms located in Great Britain, the Board authorized the signature with EDF EN UK and EDF Energy Plc of: - A “shareholders’ Support Agreement” according to which EDF Energies Nouvelles is committed to guarantee the obligations of its subsidiary, EDF EN UK, with respect to the “Power Purchase agreements” signed with EDF Energy, for a maximum amount of £4 million. - A inter-creditor agreement concluded between inter-alia, your Company, EDF EN UK and EDF Energy (the junior lenders) and the banks (the senior lenders), according to which the rights owned by the junior lenders are subordinated to the rights of the senior lenders.

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➤ APPENDIX II – COMMITMENTS GRANTED TO BOARD MEMBERS

Person concerned Function Terms and conditions Date of approval

Mr. David Corchia Chief Executive Offi cer As part of the renewal of his appointment effective from 1 January Board of Directors at its 2010, the Chief Executive Offi cer was granted a severance payment meeting on 22 September by the Board should he be dismissed or his appointment not be 2009 renewed. Severance payment subject to performance conditions defi ned by the Board of Directors. The severance payment may not exceed the equivalent of a twenty-four-month remuneration. Mr. Yvon André Chief Operating Offi cer As part of the renewal of his appointment, the Board authorized Board of Directors at its of France and “Affaires the update of the performance conditions that would need to meeting on 22 September Nouvelles” be fulfi lled in order for Mr Andre to benefi t from a severance 2009 payment should he be dismissed (except in the event of a gross and professional misconduct). The severance payment would be equivalent to a twenty-one-month remuneration Mr. Michel Trousseau Chief Operating Offi cer As part of the renewal of his appointment effective from 1 January Board of Directors at its of Northern Europe, 2010, the Board granted a severance payment to Mr Trousseau meeting on 22 September Eastern Europe should he be dismissed or his appointment not be renewed. The 2009 and Photovoltaïc activities severance payment would be equivalent to an eighteen-month remuneration

➤ APPENDIX III – CONCERNED PERSONS

Concerned persons Function in the related companies

Mr. Olivier Paquier Representative of EDF, director of EDF Energies Nouvelles (term of offi ce expired) CEO of EDF Energies Nouvelles Réparties Mr. Jean-Louis Mathias Director of EDF Energies Nouvelles Chariman of the board of EDEV (term of offi ce expired) Chief Operating Offi cer of EDF (term of offi ce expired) Mr. Pâris Mouratoglou Chairman of the Board of EDF Energies Nouvelles Director of EDF Energies Nouvelles Réparties Board member of EDF EN UK Mr. Elie Cohen Director of EDF Energies Nouvelles Director of EDF Energies Nouvelles Réparties (expired mandate) Mr David Corchia Chief executive offi cer of EDF Energies Nouvelles Representative of EDF Energies Nouvelles, board member of EDF EN France Mr. Pierre Richard Director of EDF Energies Nouvelles Mr Jean-Claude Samy Representative of EDF, board member of EDF Energies Nouvelles Board member of EDF Energies Nouvelles Réparties Mr Pierre Lederer Representative of EDEV, board member of EDF Energies Nouvelles Mr. Yvon André Chief Operating Offi cer of EDF Energies Nouvelles Chief Operating Offi cer of EDF EN France Board member of EDF EN UK

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20.1 Consolidated accounts 145 Consolidated income statement 145 Consolidated comprehensive income 146 Consolidated balance sheet 147 Consolidated statement of cash fl ows 148 Statement of changes in equity 149 Notes to the consolidated fi nancial statements 150 20.2 Statutory Auditors’ report on the Consolidated fi nancial statements for the year ended 31 December 2009 214 20.3 Statutory auditors’ fees 216 20.4 Dividend policy 216 20.5 Legal and arbitration proceedings 217 20.6 Signifi cant changes in fi nancial and commercial position 218

144 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Financial information concerning the assets and liabilities, ﬁ nancial position and results of the issuer 20 Consolidated accounts

In accordance with EC Regulation 1606/2002 of 19 July 2002 on 29 April 2004, the consolidated fi nancial statements for 2008 and for the application of IFRSs, the consolidated fi nancial statements of 2007 are included by reference in this registration document. EDF Energies Nouvelles for the fi nancial year ended 31 December A change in the method used to consolidate the Group’s wind farms 2009 have been prepared in accordance with IFRSs, as adopted in the United States took place during the fi nancial year ended by the European Union at this date. The text may be viewed at 31 December 2009. The impact of this change is broken down in the following web site: http://ec.europa.eu/internal_market/ Note 3.4 to the consolidated fi nancial statements for the fi nancial accounting/ias/index_en.htm. year ended on 31 December 2009 in section 20.1 of this registration In accordance with Article 28-1 sub-paragraph 5 of EC document. Regulation 809/2004 issued by the European Commission on

20.1 Consolidated accounts

CONSOLIDATED INCOME STATEMENT

31/12/2008 (in thousands of euros) Note 31/12/2009 restated

Revenues 1,173,077 1,015,368 Purchases used in generation and other purchases (415,569) (585,430) Personnel expenses 6 (128,072) (81,557) External expenses (322,072) (157,883) Taxes other than income taxes (20,188) (12,486) Other operating expenses 5 (42,215) (57,430) Other operating income 5 104,104 110,168 Net depreciation and amortization and charges to provisions (118,240) (65,290) Impairment losses (697) - Operating income 230,128 165,460 Cost of net debt 7 (80,877) (41,583) Other fi nancial income and expenses 7 (23,141) (5,966) Net fi nancial income/(expense) (104,018) (47,549) INCOME BEFORE TAX OF CONSOLIDATED COMPANIES 126,110 117,911 Income tax 8 (21,390) (38,020) Share in income of equity affi liates (194) (1,956) CONSOLIDATED NET INCOME 104,526 77,935 Net income, Group share 97,946 70,641 Minority interests 6,580 7,294 Earnings per share attributable to holders of ordinary shares (€)

➤ basic earnings per share 9 1.27 1.07

➤ diluted earnings per share 9 1.27 1.07

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CONSOLIDATED COMPREHENSIVE INCOME

This new statement is presented in accordance with the Previously, the statement of changes in equity presented each provisions of the revised IAS 1, which now makes it obligatory line comprising these items separately, but it now merely shows to present a separate table of income and expenses recognized an “Other comprehensive income items” aggregate. directly in equity called “Other comprehensive income items”.

31/12/2008 (in thousands of euros) 31/12/2009 restated

Consolidated net income 104,526 77,935 Change in fair value of available-for-sale assets 1,713 1,147 Change in fair value of hedging instruments (15,525) (21,318) Translation differences (5,403) (6,300) Other 503 (37) Other comprehensive income items (recognized in equity net of tax) (1) (18,712) (26,508) Consolidated comprehensive income (2) 85,814 51,427 o/w comprehensive income attributable to minority interests 7,460 8,096 o/w comprehensive income attributable to Group shareholders 78,353 43,331

(1) The tax effects linked to “Other comprehensive income items” are presented in Note 8 “Income tax”. (2) The total required under the revised IAS 1: Consolidated comprehensive income comprises all components of “profit or loss” and of the income and expenses recognized directly in equity (as other comprehensive income).

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CONSOLIDATED BALANCE SHEET

31/12/2008 01/01/2008 Assets (in thousands of euros) Note 31/12/2009 restated restated

Goodwill 10 116,272 105,839 78,326 Other intangible assets 11 19,191 11,742 3,590 Property, plant and equipment 12 3,593,666 2,350,066 1,395,825 Investments in equity affi liates 13 34,867 29,630 32,054 Non-current fi nancial assets 14 104,849 91,042 38,022 Other receivables 17 200,315 188,857 47,233 Deferred tax assets 24 49,884 40,302 16,745 Non-current assets 4,119,044 2,817,478 1,611,795 Inventories and work in progress 17 584,210 279,292 128,331 Trade receivables 17 374,014 301,687 110,769 Current fi nancial assets 14 267,187 210,901 110,860 Other receivables 17 314,377 319,581 189,061 Cash and cash equivalents 18 466,285 584,185 324,794 Current assets 2,006,073 1,695,646 863,815 TOTAL ASSETS 6,125,117 4,513,124 2,475,610

31/12/2008 01/01/2008 Liabilities and equity (in thousands of euros) Note 31/12/2009 restated restated

Share capital 20 124,109 124,109 99,288 Reserves and retained earnings 1,185,712 1,126,892 632,594 Group shareholders’ equity 1,309,821 1,251,001 731,882 Minority interests 262,647 223,057 11,983 Total equity 1,572,468 1,474,058 743,865 Provisions for employee benefi ts 26 2,207 1,475 140 Other provisions 25 17,758 13,357 6,721 Non-current provisions 19,965 14,832 6,861 Non-current fi nancial liabilities 21 2,160,292 1,003,667 630,756 Other payables 17 401,825 224,287 212,310 Deferred tax liabilities 24 111,310 94,581 53,625 Non-current liabilities 2,673,427 1,322,535 896,691 Provisions 25 6,256 894 1,955 Trade payables 17 230,242 218,019 55,037 Current fi nancial liabilities 21 1,316,109 1,104,939 500,168 Current tax liabilities 17 13,509 16,706 18,948 Other payables 17 293,141 361,141 252,085 Current liabilities 1,859,257 1,701,699 828,193 TOTAL LIABILITIES 6,125,117 4,513,124 2,475,610

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CONSOLIDATED STATEMENT OF CASH FLOWS

31/12/2008 (in thousands of euros) Note 31/12/2009 restated

Net income of consolidated companies 104,526 77,935

➤ Share in income of equity afﬁ liates 194 1,956

➤ Depreciation, amortization and charges to provisions 27.1 140,987 65,663

➤ Unrealized gains and losses on changes in fair value (22,795) (47)

➤ Capital gains/(losses) 27.2 (2,361) (17,871)

➤ Dividends received (113) (23)

➤ Non-cash income and expenses linked to share-based payments (4) 581

➤ Other non-cash income and expenses 27.3 (16,629) 5,274

➤ Income tax expense 8 17,582 1,626

➤ Change in deferred tax 4,395 36,622

➤ Impact of change in working capital requirement generated by operating activities 17 (192,840) (205,029)

➤ Cost of debt 7 80,877 41,583 Cash ﬂ ow from operations before tax and interest 113,819 8,270

➤ Income tax paid (6,490) (21,376) NET CASH FLOW FROM OPERATING ACTIVITIES 107,329 (13,106)

Acquisitions of non-current assets 27.4 (1,277,788) (967,618) Proceeds from sales of property, plant and equipment and intangible assets 27.4 27,736 60,179 Acquisition of fi nancial assets (12,363) (44,567) Proceeds from the sale of fi nancial assets 27.4 3,459 5,728 Changes in loans and advances (1,772) (368) Dividends received 468 399 Impact of changes in scope of consolidation 27.5 (29,573) (62,724) Other cash fl ows related to investing activities (1,291) 931 NET CASH FLOW FROM INVESTING ACTIVITIES (1,291,124) (1,008,040)

Dividends paid by parent company (20,908) (16,106) Dividends paid to minority shareholders (2,487) (2,919) Capital increase/(decrease) 2,059 540,401 Net sale/(acquisition) of treasury shares 1,378 (3,523) Increase in borrowings 21.3 1,378,373 2,422,403 Repayment of borrowings 21.3 (694,125) (1,668,596) Net interest payments (76,516) (39,215) Other cash ﬂ ows from ﬁ nancing activities 578,658 (49,878) NET CASH FLOW FROM FINANCING ACTIVITIES 1,166,432 1,182,567

Effect of exchange rate ﬂ uctuations 2,967 (5,752) NET INCREASE IN CASH AND CASH EQUIVALENTS (14,396) 155,669 Cash and cash equivalents - opening balance 18 445,756 290,087 Cash and cash equivalents - closing balance 18 431,360 445,756 NET CHANGE IN CASH AND CASH EQUIVALENTS (14,396) 155,669

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STATEMENT OF CHANGES IN EQUITY

Other Hedging reserves reserve and Total, Share and gains and Translation Group Minority Total (in thousands of euros) capital earnings losses on AFS differences share interests equity

AT 1 JANUARY 2008 (REPORTED ) 99, 288 647, 305 10, 948 (12, 216) 745, 325 11, 983 757, 308 Impact of change in the consolidation method - (12, 816) (1, 772) 1, 145 (13, 443) - (13, 443) AT 1 JANUARY 2008 (RE STATED) 99, 288 634, 489 9, 176 (11, 071) 731, 882 11, 983 743, 865) Other comprehensive income items recognized in equity (1) (3) - (21) (21,278) (6,011) (27,310) 802 (26,508) Net income for the period 70, 641 70, 641 7, 294 77, 935 Consolidated comprehensive income (2) - 70, 620 (21, 278) (6, 011) 43, 331 8, 096 51, 427 Dividends (16,105) - - (16,105) (2,919) (19,024) Elimination of shares held in treasury (1, 452) - - (1, 452) (86) (1, 538) Bonus share plan (808) - - (808) - (808) Changes in the scope of consolidation (123) 123 - - (3, 013) (3, 013) C apital increase 24, 821 469, 332 494, 153 208, 996 703, 149 TOTAL TRANSACTIONS WITH SHAREHOLDERS 24, 821 450, 844 123 - 475, 788 202, 978 678, 766

AT 31 DE CEMBER 2008 124, 109 1, 155, 953 (11, 979) (17, 082) 1, 251, 001 223, 057 1, 474, 058 AT 1 JANUARY 2009 124,109 1,155,953 (11,979) (17,082) 1,251,001 223,057 1,474,058 Other comprehensive income items recognized in equity (1) (3) - 503 (14,378) (5,717) (19,592) 880 (18,712) Net income for the period 97,945 97,945 6,580 104,525 Consolidated comprehensive income (2) - 98,448 (14,378) (5,717) 78,353 7,460 85,813 Dividends (20,907) (20,907) (2,487) (23,394) Elimination of shares held in treasury 635 635 635 Bonus share plan 739 739 - 739 Changes in the scope of consolidation (105) 105 - - 34,617 34,617 Capital increase - - - - - TOTAL TRANSACTIONS WITH SHAREHOLDERS - (19,638) 105 - (19,533) 32,130 12,597

AT 31 DECEMBER 2009 124,109 1,234,763 (26,252) (22,799) 1,309,821 262,647 1,572,468

(1) In accordance with the provisions of the revised IAS 1, the income and expense items recognized directly in equity are analyzed in the “Other comprehensive income items” statement shown above. (2) In previous reports, “Consolidated comprehensive income” was referred to as “Total income and expense recognized during the period”. (3) In previous reports, the “Other comprehensive income items recognized in equity” aggregate was referred to as “Gains and losses recognized directly in equity”.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 General information 151 Note 15 Available-for-sale fi nancial assets 178 Note 2 Changes in the scope of consolidation 151 Note 16 Derivatives 178 Note 3 Accounting principles and valuation methods 151 16.1 Analysis of the fair value of derivatives 179 3.1 General principles 151 16.2 Derivatives and hedge accounting 179 3.2 Standards and interpretations adopted 16.3 Trading derivatives 180 by the European Union and applicable Note 17 Working capital requirement 181 with effect from 1 January 2009 152 17.1 Composition and changes in the working 3.3 Standards and interpretations adopted recently capital requirement 181 by the European Union not yet applicable at 17.2 Inventories and work in progress 182 31 December 2009 153 17.3 Other receivables 183 3.4 Change in method of consolidation 17.4 Other liabilities 183 and reclassifi cations 153 3.5 Critical accounting estimates and assumptions 156 Note 18 Cash and cash equivalents 183 3.6 Methods of consolidation 157 Note 19 Assets and liabilities held for sale 184 3.7 Translation of foreign currency transactions 157 Note 20 Shareholders’ equity 184 3.8 Non-current assets 157 20.1 Share capital 184 3.9 Business combinations and goodwill 158 20.2 Treasury shares 184 3.10 Impairment losses on non-fi nancial assets 159 20.3 Dividends 184 3.11 Financial assets and liabilities 159 Note 21 Financial liabilities 185 3.12 Derivatives 160 21.1 Current/non-current breakdown 185 3.13 Inventories 161 21.2 Maturity schedule of borrowings 3.14 Trade receivables 161 at net carrying amount 185 3.15 Cash and cash equivalents 161 21.3 Change in borrowings 186 3.16 Share capital 162 21.4 Analysis of borrowings by country 187 3.17 Taxes 162 21.5 Analysis of borrowings by currency 188 3.18 Employee benefi ts 162 21.6 Net debt 188 3.19 Other provisions 162 3.20 Revenue recognition 163 Note 22. Financial risk management 188 3.21 Dividends 163 22.1 Interest-rate risk 188 3.22 Assets and liabilities held for sale 163 22.2 Foreign exchange risk 189 3.23 Accounting treatment adopted where IFRSs 22.3 Liquidity risk 190 do not provide relevant guidance 164 22.4 Credit risk 192 Note 4 Segment reporting 165 Note 23 Fair value of fi nancial instruments 193 4.1 Geographical segment reporting 165 Note 24 Deferred taxes 194 4.2 Business segment reporting 166 24.1 Analysis of deferred taxes by origin 194 4.3 Revenue trends 167 24.2 Maturity of deferred taxes 194 4.4 Operating income trends 168 24.3 Change in deferred tax 195 Note 5 Other operating income and expenses 168 24.4 Reconciliation of theoretical tax expense to actual tax expense 195 Note 6 Personnel 169 6.1 Personnel expenses 169 Note 25 Provisions 196 6.2 Share-based payments 169 Note 26 Provisions for employee benefi ts 197 6.3 Average headcount 169 26.1 Description of actuarial assumptions applied 197 Note 7 Net fi nancial income/(expense) 170 26.2 Change in obligations 197 7.1 Cost of debt 170 Note 27 Notes to the consolidated cash fl ow statement 198 7.2 Other fi nancial income and expenses 170 27.1 Depreciation and amortization, provisions Note 8 Income tax 171 and impairment losses charged to income of the period 198 Note 9 Earnings per share 171 27.2 Elimination of capital gains/(losses) Note 10 Goodwill 171 and dilution gains/(losses) 198 27.3 Other non-cash income and expenses 198 Note 11 Intangible assets 172 27.4 Acquisitions and disposals of non-current assets 199 Note 12 Property, plant and equipment 173 27.5 Impact of changes in scope of consolidation 199 Note 13 Investments in associates 175 Note 28 Contingent asset and liabilities 200 13.1 Breakdown of investments in associates 175 Note 29 Off-balance sheet commitments 201 13.2 Additional information about associates 175 Note 30 Business combinations 201 Note 14 Financial assets 176 14.1 Breakdown of fi nancial assets by asset category 176 Note 31 Related party transactions 203 14.2 Guarantees 176 Note 32 Subsequent events 204 14.3 Change in fi nancial assets 176 Note 33 Scope of consolidation 205 14.4 Financial assets by maturity 177 Note 34 Glossary 212

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Note 1 General information

EDF Energies Nouvelles S.A. is a société anonyme organized and EDF Energies Nouvelles S.A. (“the Company”) and its subsidiaries domiciled in France. Its head offi ce is located at 90 Esplanade du (“the Group”) are active in new and renewable energies and notably Général de Gaulle – 92933 Paris La Défense Cedex. wind energy, chiefl y in Europe and the United States. The shares of EDF Energies Nouvelles, the Group’s parent company, These consolidated fi nancial statements were approved by the have been traded on the Eurolist by Euronext market since Board of Directors on 9 February 2010. 29 November 2006. The fi nancial statements are presented in thousands of euros, unless otherwise stated.

Note 2 Changes in the scope of consolidation

Note 33 gives a detailed breakdown of the scope of consolidation ➤ In France, with the consolidation of Neuvy et Villars (Canton de and changes over the period. Bonneval) and Les Barthes housing wind farms in service, the acquisition of four companies housing the Bassin de Thau wind The most signifi cant movements were as follows: farm project, the incorporation of companies holding Manosque, Additions Sainte Tulle, Gabardan 1 and 4, La Roseraye solar projects and the fi rst-time proportional consolidation of photovoltaic plant ➤ In Italy, with the acquisition of four companies: 50% of Greentech construction company Colsun, which is owned jointly with Beck Monte Grighine (fully-consolidated) housing wind energy assets Energy GmbH; under construction and in service, 100% of Bonorva Windenergy, ➤ In Spain, where Fotosolar acquired AAVYC Gestion 2000, which which develops wind energy projects, plus 50% of Energia holds the Casatejada solar project. Alternativa and 50% of Energie, both of which are owned jointly with Terni Energia and develop solar projects; Other changes in the scope of consolidation ➤ Also in Italy, with the fi rst-time consolidation of four companies housing solar energy projects: Solareolica Seconda, Fotosolare ➤ In France, with the acquisition of control of Photon Power Settima (owned jointly with Terni Energia), Sunfl ower and Priolo; Technologies and PPI (with ownership interests rising from 10% to 50%). SilPro (equity affi liate) was deconsolidated owing to ➤ In Canada, with the incorporation of 10 fully consolidated its court-ordered liquidation and was fi xed at its equity value. companies: the holding company, EDFEN Canada Corp., as well Furthermore, the companies housing the Chabossière and Séclin as two companies that operate solar energy projects (Arnprior thermal power plants were sold; A BP Inc. and Arnprior B BP Inc.), fi ve companies developing wind energy projects (Saint Robert Bellarmin, Massif du Sud, ➤ In Belgium, with the partial disposal of a 2.5% interest in equity Lac Alfred, Clermont, Rivière du Moulin), Saint Laurent Energies affi liate C-Power;

(60%-owned), which is responsible for developing and operating ➤ In Turkey, where the additional acquisition of a 50% interest the above wind farms, and, lastly, enXco Services (Canada) Corp., in SOMA led to its proportional consolidation at a rate of 50% which will handle the maintenance of solar and wind farms; compared with 25% previously.

Note 3 Accounting principles and valuation methods

3.1 General principles 1 January 2009 did not have any impact on the Group’s fi nancial statements, with the exception of: The accounting methods were applied by the Group consistently ➤ to all the periods presented in the consolidated fi nancial Amendments to IFRS 7 “Financial instruments - Disclosures”; statements, except for the change in accounting method presented ➤ Amendment to IAS 1 “Presentation of Financial Statements”, and in section 3.4. The standards, interpretations and amendments ➤ that entered force for fi nancial years beginning on or after IFRS 8 “Operating segments”, which replaced IAS 14 “Segment Reporting”.

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3.2 Standards and interpretations adopted for the condensed interim fi nancial statements for the six-month by the European Union and applicable period from 1 January to 30 June 2009. with effect from 1 January 2009 Comparative fi gures were restated to bring them into line with the revised standard. This change in accounting methods, which solely 3.2.1 Amendments to IFRS 7 entitled affects the presentation, has no impact on earnings per share. “Financial instruments - Disclosures” 3.2.3 IFRS 8 “Operating segments”, Amid the international fi nancial crisis, the amendments made which replaces IAS 14 “Segment Reporting”. to IFRS 7 aim to enhance the information provided about measurements at fair value and the liquidity risk associated with IFRS 8 defi nes an operating segment as a component of an entity:

fi nancial instruments. ➤ that engages in business activities from which it may earn This has resulted in the presentation of additional disclosures in revenues and incur expenses, Note 23 concerning the classifi cation of fi nancial instruments at fair ➤ whose operating results are reviewed regularly by the entity’s value according to their level in the hierarchy. chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and 3.2.2 Amendments to IAS 1 “Presentation of Financial Statements”. ➤ for which discrete fi nancial information is available. The revised IAS 1 (2007) “Presentation of Financial Statements” Based on these criteria, the Group has confi rmed the geographical that entered force on 1 January 2009 requires the presentation of all segmentation based on Europe and the Americas, as previously the income and expense items during a period: defi ned under IAS 14.

➤ either in a single statement of comprehensive income; With a resolute focus on Europe and the Americas, the Group has established its wind farms in these two regions owing to their ➤ or in two statements: a statement showing the components of growth potential and visibility from a regulatory standpoint. The income (separate income statement) and a second statement Americas zone differs from the Europe zone on account of its starting with earnings and showing all income and expenses specifi c regulatory environment, market conditions and fi nancing recognized in equity (statement of comprehensive income). arrangements. The Group opted for the second presentation. Accordingly, In addition, the internal reporting provided to the chief operating all transactions with shareholders acting in this capacity are decision-maker David Corchia, Chief Executive Offi cer of EDF presented solely in the statement of changes in equity, while Energies Nouvelles, corresponds to the Group’s managerial other changes in equity are also presented in the statement of organization, which is based on this geographical segmentation. comprehensive income. This is the presentation that was adopted

3.2.4 Other changes applicable to the financial year ended 31 December 2009, with no impact on the Group’s financial statements

Standard, amendment or interpretation

Amendments to IFRIC 9 and IAS 39 “Financial instruments: recognition and measurement” entitled “Embedded derivatives” Amendments to IAS 39 “Reclassifi cation of fi nancial assets”: In-force date and transitory measures IFRIC 16 “Hedging of a net investment in a foreign operation” IFRIC 12 “Service concession arrangements” Amendments to IFRS 1 and IAS 27 entitled “Cost of an investment in a subsidiary, jointly controlled entity or associate” Amendments to IAS 32 and IAS 1 entitled “Puttable fi nancial instruments and obligations arising on liquidation” IFRIC 14 “IAS 19 - The limit on a defi ned benefi t asset minimum funding requirements and their interaction” IFRIC 13 “Customer loyalty programmes” Amendments to IFRS 2 “Share-based payment” concerning vesting conditions and cancellations of a share-based payment agreement by the entity or the other party Amendments to IAS 23 “Borrowing costs” removing the option for expensing the borrowing costs incurred during the construction period of qualifying assets. This amendment has no impact on the Group’s fi nancial statements, as it had already elected to capitalize borrowing costs attributable to the construction of qualifying assets.

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3.3 Standards and interpretations adopted Based on the Group’s assessment of the partners’ risk-sharing and recently by the European Union not yet decision-making arrangements, these entities have until now been applicable at 31 December 2009 consolidated proportionally based on the contractual allocation of the benefi ts, i.e. the proceeds from sales of electricity, tax credits The Group has not elected for early adoption of the amended IAS 27 and the accelerated tax depreciation, between the EDF EN group “Consolidated and individual fi nancial statements” and the revised and the tax equity investors. IFRS 3 “Business combinations”, which will apply to the Group in The adoption in the United States of the Safe Harbor Act has the fi nancial year beginning on 1 January 2010. prompted a reassessment of the balance of risks between the The Group does not believe that the other standards and partners. In addition, the publication by the IASB of Exposure Draft interpretations that have not yet entered force will have a material 10 Consolidated fi nancial statements provided guidance helping to impact on its consolidated fi nancial statements. analyze the rights of the partners, which based on these changes and insights appeared to be more protective (protection of minority investors) than participating rights. 3.4 Change in method of consolidation and reclassifications Accordingly, to better refl ect the economic reality and substance of these agreements, i.e. these entities are controlled by the Group, it The Group has developed wind energy projects in the United States was decided that these entities should be fully consolidated. in the form of joint ventures with partners. Since this represents a change in accounting method decided Wind energy projects in the United States have three sources of on by the Group, in accordance with the provisions of IAS 8.19b revenue: i) the sale of the electricity they generate under PPAs, Accounting policies, changes in accounting estimates and errors, it which are generally entered into with a power company for a period was adopted with retroactive effect from 1 January 2008, and the averaging 20 years, ii) Production Tax Credits (PTCs), which are tax impact net of tax was recognized in equity at this date. credits with a life of 10 years that are proportional to the electricity The impact of this change in the method of consolidation on generated, and iii) the possibility of harnessing accelerated tax the consolidated fi nancial statements at 1 January 2008 and at depreciation. These two tax benefi ts account for a signifi cant 31 December 2008 is presented below. proportion of the total income generated by projects (which, based on the Group’s past projects, contribute between 40% and 50% The following tables also include the reclassifi cations made in of total revenues). The enXco group does not have suffi cient tax the fi nancial statements, which were disclosed previously in the capacity to use all these tax benefi ts. Consequently, it monetizes relevant note to the consolidated interim fi nancial statements at them via so-called “tax equity investors”. Projects are thus fi nanced 30 June 2009. by tax equity investors, who contribute upfront the discounted total amount of the tax benefi ts and the electricity sales that they will be allocated over the life of the wind farm, as well as by external bank debt (project fi nancing) and by enXco’s own capital.

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3.4.1 Consolidated balance sheet at 1 January 2008

At 1 January 2008 Change in method Change in At 1 January 2008 Assets (in thousands of euros) reported of consolidation presentation restated

Goodwill 78,326 - 78,326 Other intangible assets 3,590 - 3,590 Property, plant and equipment 1,303,324 92,501 1,395,825 Investments in equity affi liates 32,054 - 32,054 Non-current fi nancial assets 38,022 - 38,022 Other receivables 44,822 2,411 47,233 Deferred taxes 15,522 1,223 16,745 Non-current assets 1,515,660 96,135 - 1,611,795 Inventories and work in progress 128,329 2 128,331 Trade receivables 109,519 1,250 110,769 Current fi nancial assets 65,657 - 45,203 110,860 Other receivables 194,818 (5,757) 189,061 Cash and cash equivalents 369,303 694 (45,203) 324,794 Current assets 867,626 (3,811) - 863,815 TOTAL ASSETS 2,383,286 92,324 - 2,475,610

At 1 January 2008 Change in method Change in At 1 January 2008 Liabilities and equity (in thousands of euros) reported of consolidation presentation restated

Share capital 99,288 - 99,288 Reserves and retained earnings 646,037 (13,443) 632,594 Group shareholders’ equity 745,325 (13,443) - 731,882 Minority interests 11,983 - 11,983 Shareholders’ equity 757,308 (13,443) - 743,865 Provisions for employee benefi ts 140 - 140 Other provisions 6,720 1 6,721 Non-current provisions 6,860 1 - 6,861 Non-current fi nancial liabilities 543,654 87,102 630,756 Other payables 200,627 11,683 212,310 Deferred taxes 58,655 (5,030) 53,625 Non-current liabilities 802,936 93,755 - 896,691 Provisions 1,955 - 1,955 Trade payables 54,774 263 55,037 Current fi nancial liabilities 499,044 1,124 500,168 Current tax liabilities 18,949 (1) 18,948 Other payables 241,460 10,625 252,085 Current liabilities 816,182 12,011 - 828,193 TOTAL LIABILITIES 2,383,286 92,324 - 2,475,610

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3.4.2 Consolidated balance sheet at 31 December 2008

At 31 Dec. 2008 Change in method Change in At 31 Dec. 2008 ASSETS (in thousands of euros) reported of consolidation presentation restated

Goodwill 105,839 - 105,839 Other intangible assets 11,701 41 11,742 Property, plant and equipment 2,260,782 89,284 2,350,066 Investments in equity affi liates 29,630 - 29,630 Non-current fi nancial assets 91,042 - 91,042 Other receivables 192,107 (3,250) 188,857 Deferred taxes 36,283 4,019 40,302 Non-current assets 2,727,384 90,094 - 2,817,478 Inventories and work in progress 279,167 125 279,292 Trade receivables 300,863 824 301,687 Current fi nancial assets 161,589 - 49,312 210,901 Other receivables 319,511 70 319,581 Cash and cash equivalents 632,137 1,360 (49,312) 584,185 Current assets 1,693,267 2,379 - 1,695,646 TOTAL ASSETS 4,420,651 92,473 - 4,513,124

At 31 Dec. 2008 Change in method Change in At 31 Dec. 2008 Liabilities and equity (in thousands of euros) reported of consolidation presentation restated

Share capital 124,109 - 124,109 Reserves and retained earnings 1,143,854 (16,962) 1,126,892 Group shareholders’ equity 1,267,963 (16,962) - 1,251,001 Minority interests 223,057 - 223,057 Shareholders’ equity 1,491,020 (16,962) - 1,474,058 Provisions for employee benefi ts 1,475 - 1,475 Other provisions 13,357 - 13,357 Non-current provisions 14,832 - - 14,832 Non-current fi nancial liabilities 907,393 96,274 1,003,667 Other payables 218,589 5,698 224,287 Deferred taxes 98,967 (4,386) 94,581 Non-current liabilities 1,224,949 97,586 - 1,322,535 Provisions 894 - 894 Trade payables 217,902 117 218,019 Current fi nancial liabilities 1,104,057 882 1,104,939 Current tax liabilities 16,706 - 16,706 Other payables 350,291 10,850 361,141 Current liabilities 1,689,850 11,849 - 1,701,699 TOTAL LIABILITIES 4,420,651 92,473 - 4,513,124

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3.4.3 Consolidated income statement for 2008

At 31 Dec. 2008 Change in method Change in At 31 Dec. 2008 (in thousands of euros) reported of consolidation presentation restated

Revenues 1,006,634 8,734 1,015,368 Purchases used in generation and other purchases (584,697) (733) (585,430) Personnel expenses (81,557) - (81,557) External expenses (157,411) (472) (157,883) Taxes other than income taxes (12,101) (385) (12,486) Other operating expenses (57,428) (2) (57,430) Other operating income 106,424 3,744 110,168 Net depreciation and amortization and charges to provisions (61,313) (3,977) (65,290) Operating income 158,551 6,909 - 165,460 Cost of net debt (54,364) (5,470) 18,250 (41,583) Other fi nancial income and expenses 11,739 545 (18,250) (5,966) Net fi nancial income/(expense) (42,625) (4,925) - (47,549) INCOME BEFORE TAX OF CONSOLIDATED COMPANIES 115,926 1,984 - 117,911 Income tax (37,119) (901) (38,020) Share in income of equity affi liates (1,956) - (1,956) Net income from discontinued operations - - CONSOLIDATED NET INCOME 76,851 1,083 - 77,935 Net income, Group share 69,557 1,083 70,641 Minority interests 7,294 - 7,294 Earnings per share attributable to holders of ordinary shares (€)

➤ basic earnings per share 1.05 1.07

➤ diluted earnings per share 1.05 1.07

The column showing the published data for 1 January 2008 and 31 December 2008 shows the ﬁ gures as reported in the 2008 registration document.

3.5 Critical accounting estimates 3.5.1 Percentage-of-completion method and assumptions The percentage-of-completion method is used to measure revenues The preparation of the fi nancial statements in accordance with and profi ts on projects held for sale. The assessment of the level of IFRSs requires management to exercise its judgment and to make completion of projects at the end of the period may therefore have a estimates and assumptions impacting the application of accounting material impact and requires judgment to be exercised. policies and the amounts of assets and liabilities, income and expenses and disclosures concerning contingent assets and 3.5.2 Estimated impairment of goodwill liabilities. and long-term assets The underlying estimates and assumptions are based on past The Group tests goodwill and long-term assets for impairment, in experience and other factors considered reasonable given the accordance with the accounting method set out in Note 3.10. The circumstances and future projections. By defi nition, the resulting cash generating units used as the basis for these calculations accounting estimates rarely correspond exactly to the actual future comprise wind and solar farms owned by the Group, the pipeline results. of energy generation projects, the “Operation and Maintenance” business and the Group’s production facilities. These calculations The use of estimates and assumptions is particularly signifi cant for require the use of estimates, in particular, through the modeling of the following items: future earnings.

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3.5.3 Deferred Taxes in which the entity operates (the “functional currency”). For the presentation of the consolidated fi nancial statements, the profi ts Deferred tax assets and liabilities represent a material amount in the and losses, and the fi nancial position of each entity are translated Group’s fi nancial statements. They include, in particular, the impact into euros, the Group’s functional and presentation currency. of accelerated depreciation relating specifi cally to wind farms, as well as the tax losses linked to this accelerated depreciation. Balance sheet items (including goodwill and fair value adjustments The recoverability of deferred taxes is assessed on the basis of arising from consolidation) of entities operating outside the euro estimated future earnings. zone are translated into euros at the exchange rate in force at the balance sheet date. Income statement items are translated at the average exchange rate ruling during the fi nancial year. Gains and 3.6 Methods of consolidation losses resulting from translation are recognized under translation differences as a separate component of equity. Consolidated companies are listed in Note 33.

3.6.1 Subsidiaries 3.7.2 Foreign currency transactions Foreign currency transactions are recognized in the functional A subsidiary is an entity controlled by the Company. Control is currency applying the exchange rate ruling at the date of the deemed to exist when the Company holds, directly or indirectly, transaction. more than half of the voting rights. Control also exists when the Company has the power to manage the ﬁ nancial and operating Monetary assets and liabilities in foreign currencies at the balance policies of the entity, even if it does not hold the majority of voting sheet date are translated into euros using the exchange rate ruling rights. This notably applies to EDF Energies Nouvelles Réparties SA, at this date. Any translation differences are recognized in the Sainte Rose, La Roseraye and Pirinska Bistrita Energia SA. income statement.

3.6.2 Joint ventures 3.7.3 Net investment in a foreign operation Joint ventures are entities over which the Group exercises joint Gains and losses resulting from the translation of a net investment control under a contractual agreement. They are proportionally in a foreign operation and corresponding hedges are recognized consolidated. under translation differences. They are recognized in the income statement on withdrawal from the foreign operation. 3.6.3 Associated companies Associated companies are entities in which the Company exercises 3.8 Non-current assets signifi cant infl uence but not control over the fi nancial and operating policies. This signifi cant infl uence is generally accompanied by an 3.8.1 Acquisition or construction cost equity investment of between 20% and 50%. These entities are accounted for using the equity method. Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. If the Group’s share of the losses of an associated company exceeds its equity in the affi liate, the carrying amount of the investment in The cost of property, plant and equipment produced internally equity affi liates is written down to zero and the Group ceases to includes direct and indirect development costs, excluding recognize its share of any future losses, unless the Group has a legal prospecting and marketing expenses. These costs are capitalized or implied obligation to participate in losses or to make payments from the moment the feasibility of the corresponding projects is on behalf of the associate. established. The key capitalization criteria are as follows:

➤ a lease agreement is obtained; 3.6.4 Transactions eliminated from the consolidated financial statements ➤ wind conditions are deemed satisfactory; All balance sheet items, signifi cant transactions between ➤ a grid connection is possible; consolidated companies and any intra-group profi ts are eliminated ➤ environmental impact studies are favorable; upon consolidation. ➤ the likelihood of a power purchase agreement being signed in countries where there is no obligation to buy is realistic; and 3.7 Translation of foreign currency ➤ transactions a suffi cient rate of return is achieved. Borrowing costs for capital used to fi nance work in progress or 3.7.1 Functional currency and presentation currency developments are capitalized until the projects come into service and are amortized over the useful life of these facilities. Items included in the fi nancial statements of each Group entity are measured using the currency of the main economic environment

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3.8.2 Depreciation of property, plant and equipment Land is not depreciated. Other property, plant and equipment is depreciated on a straight-line basis in order to write down the cost of each asset to its residual value over its estimated useful life as follows:

New wind farms 20 to 25 years Operational wind farms acquired Depending on the residual life, 8 to 25 years Photovoltaic installations 20 to 25 years Gas cogeneration plants 12 to 20 years, depending on the type of installation Thermal power plants 15 years Hydroelectric power stations 40 years unless speciﬁ c legal conditions apply Plant, machinery and equipment 3 to 6 years

The residual value and useful life of assets are reviewed and 3.9.1 Goodwill adjusted, if necessary, at each balance sheet date. The identifi ed assets acquired, liabilities and contingent liabilities When items of property, plant and equipment have different useful arising from the business combination are stated at fair value at the lives, they are recognized as separate assets. date of exchange. The positive difference between the acquisition cost and the acquirer’s share in the fair value of identifi able assets 3.8.3 Impairment and asset retirements and liabilities and contingent liabilities acquired is recognized as The carrying amount of an asset is written down immediately to goodwill on the balance sheet. If the difference is negative, it is its recoverable amount when the carrying amount exceeds its taken directly to the income statement. estimated recoverable amount. When the acquisition agreement provides for an adjustment to the Gains or losses on the disposal of assets are calculated by purchase consideration contingent on one or more future events, comparing proceeds from the disposal with the carrying amount of the amount of the adjustment should be included in the cost of the the asset sold. These gains or losses are recognized in the income acquisition at the date of acquisition if the adjustment is probable statement. and the amount can be measured reliably. When initial recognition of a business combination can be 3.8.4 Leases determined only provisionally, any adjustments to provisional values must be made within twelve months of the acquisition date Leases that transfer substantially all the risks and rewards of to fi nalize the recognition of the relevant business combination. ownership to the Group are accounted for as fi nance leases. An asset with the characteristics of property, plant and equipment used Goodwill is allocated to cash generating units and is not amortized by the Group and acquired under a fi nance lease is recognized as but is tested annually for impairment. Goodwill impairment losses property, plant and equipment for an amount corresponding to the cannot be reversed. fair value of the leased property or the present value of minimum The details of how these impairment tests are conducted are lease payments, if this is lower, less accumulated depreciation and presented in section 3.10 “Impairment losses on non-fi nancial impairment losses. assets”. 3.8.5 Intangible assets Gains and losses from the sale of an entity take account of the carrying amount of goodwill of the entity sold. Intangible assets acquired by the Group are accounted for at cost less accumulated amortization and accumulated impairment losses. 3.9.2 Step acquisitions through successive purchases Accumulated amortization is calculated on a straight-line basis over Where the acquisition is achieved by successive share purchases, the estimated useful life of the relevant assets. each signifi cant transaction is treated separately for the purpose of determining the fair value of the identifi able assets and liabilities 3.9 Business combinations and goodwill acquired and for determining the amount of goodwill arising. Where an additional purchase of shares results in control of a Business combinations are accounted for using the purchase company, the equity investment previously held by the acquirer method. is revalued on the basis of the fair value of identifi able assets and The cost of an acquisition corresponds to the sum of the fair value, liabilities determined at the time of the additional purchase. An at the date of exchange, of assets given, liabilities incurred or adjustment corresponding to this revaluation is taken to equity. assumed, and equity instruments issued by the acquirer at the date of exchange, plus any costs directly attributable to the combination. 3.9.3 Minority interests Minority interests are accounted for on the basis of the fair value of net assets acquired.

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3.10 Impairment losses on non-financial assets The discount rate applied is determined for each group of assets tested using the weighted average cost of capital (WACC) method. It In accordance with IAS 36 Impairment of assets, assets with an takes into account the risks linked to the relevant activities and the indeﬁ nite useful life and goodwill are tested annually for impairment geographical location of assets and CGUs. and whenever there are indicators of the risk that the recoverable amount is lower than the carrying amount. Future cash ﬂ ows used in impairment tests are based on projections that are updated on an annual basis. For power generation activities, Assets subject to depreciation are tested for impairment whenever which account for the vast majority of the assets to be tested, there is an indicator of impairment. revenues derive from long-term sale agreements generally covering the bulk of the useful life of installations. Costs are based on fairly 3.10.1 Impairment indicators predictable data: depreciation, maintenance and operating costs, The impairment indicators used within the Group are consistent with the latter also subject to long-term contracts in many cases. across all its segments: The following three parameters are likely to have a material impact

➤ a contraction of over 15% in revenues; or on calculations: ➤ long-term ﬂ uctuations in wind resources; ➤ a fall of over 15% in EBITDA (1). ➤ changes in interest rates and market risk premiums;

3.10.2 CGUs and groups of CGUs ➤ changes in tariff regulations and/or the direct or indirect To test for impairment, assets are grouped into cash generating subsidies system (through taxation). The latter factor, which is units, which correspond to the smallest identifi able group of assets signifi cant for future projects, is fairly stable for power plants that generates independent cash fl ows based on an operational already in operation. segmentation. Nearly all of the Group’s property, plant and Barring any unusual events, the annual impairment test is carried equipment comprises power generation assets and primarily wind out at the time of the annual budget and medium-term review. farms. Assets in progress also relate to these facilities. With a few exceptions, all of these assets are housed in a dedicated 3.10.4 Recognition of impairment legal structure (“the project company”) for which individual operating cash fl ows can be calculated. Impairment is recognized for an amount corresponding to the difference between the carrying amount and the recoverable The Group has counted each of the legal entities owning the amount of the asset. aforementioned assets or groups of assets as a cash generating unit (CGU). In certain cases and where it was possible to declare a single Any impairment losses identifi ed are allocated fi rst to goodwill. The project, the assets of several companies have been combined (for surplus is allocated to assets attached to the corresponding cash example, several wind farms in the same region of a given country generating unit. and sharing joint assets, such as the line connecting the wind For non-fi nancial assets (other than goodwill) subject to impairment, farms to the electricity grid, or managed by the same operating and any reversals of impairment are assessed at each full-year or interim maintenance team). balance sheet date. If necessary, the impairment loss is reversed in As a result of this decision and its consequences in terms of the an amount corresponding to the lower of the new amount and the number of groups of assets taken into consideration, there are net carrying amount of the asset if it had not been impaired. no individual cash generating units representing a signifi cant proportion of total assets. 3.11 Financial assets and liabilities Goodwill may also be tested, where appropriate, at the level of a Financial assets comprise investments (investments in CGU or group of CGUs, provided that these are all located in the unconsolidated companies and other investment securities), loans same country. and fi nancial receivables and the positive fair value of derivatives. 3.10.3 Methodology used for impairment testing Financial liabilities comprise borrowings, bank overdrafts and the negative fair value of derivatives. Impairment testing entails determining the recoverable amount of assets or CGUs. Financial assets and liabilities are presented in the balance sheet as current or non-current assets and liabilities depending on whether The recoverable amount is the higher of the asset’s fair value less they are due in more or less than one year, with the exception of costs to sell and value in use. Value in use calculated on the basis of trading derivatives, which are classifi ed as current assets. estimated discounted future cash fl ows is generally used. However, in the case of certain power generation assets and in certain countries, reference values taken from the market may be used.

(1) Earnings Before Interest Tax Depreciation and Amortization.

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3.11.1 Financial assets and liabilities at fair value 3.11.5 Derecognition of financial assets and liabilities through the income statement The Group derecognizes all or part of: For the Group, this category encompasses non-hedging derivatives ➤ a fi nancial asset when the contractual rights making up the asset (economic hedging instruments correcting a currency effect in expire and when the Group transfers substantially all the risks of income or, in a few cases, trading derivatives). ownership of the asset; They are accounted for at inception at cost excluding associated ➤ a fi nancial liability when the liability is extinguished as a result costs to buy. At each balance sheet date, they are measured at of the cancellation or expiry of the obligation. When debt is fair value and changes in fair value are recognized in net fi nancial restructured with a lender giving rise to substantially different income/(expense). terms, the Group recognizes a new liability. 3.11.2 Available-for-sale financial assets Available-for-sale fi nancial assets include investments in 3.12 Derivatives unconsolidated companies. They are carried at their fair value at the balance sheet date. Unrealized capital gains or losses on 3.12.1 Scope available-for-sale fi nancial assets are recognized in equity. For The scope of derivatives has been defi ned by the Group in securities listed on an active market, fair value is market value. accordance with the requirements and principles of IAS 39. If there is no active market, the Group uses generally accepted valuation methods. When fair value cannot be reliably estimated In particular, forward purchases and sales for physical delivery of using other accepted valuation methods, such as discounted future energy or commodities are considered as being outside the scope cash fl ows, these securities are valued at cost less any accumulated of IAS 39 when these contracts have been entered into as part of the impairment losses. Group’s “normal” business activities. This is demonstrated when the following conditions are fulfi lled: If there is a signifi cant or prolonged decrease in the fair value of available-for-sale assets, the unrealized capital loss is reclassifi ed ➤ physical delivery takes place under all such contracts; from equity to income for the fi nancial year. ➤ the volumes bought or sold under these contracts correspond to the Group’s operating requirements; 3.11.3 Financial assets recognized at amortized cost ➤ the contracts cannot be treated as sales of options under IAS 39. Loans and fi nancial receivables are measured and accounted for at In the specifi c case of power purchase agreements, the contract amortized cost less any impairment charges. can be regarded in substance as a forward sale or a capacity sale. Interest recognized at the effective interest rate is accounted for In accordance with IAS 39, the Group analyzes all of its contracts of under “Interest and dividends received from fi nancial assets” in net both a fi nancial and non-fi nancial nature to identify the existence fi nancial income/(expense). of any “embedded derivatives”. Any component of a contract that At each balance sheet date, the Group assesses whether there is affects the fl ows of the contract concerned in the same way as a any objective evidence of impairment in an asset. If so, the Group standalone derivative satisfi es the defi nition of an embedded estimates the recoverable amount of the asset and recognizes any derivative. necessary impairment as appropriate for the relevant category of If the conditions of IAS 39 are fulfi lled, an embedded derivative is assets. accounted for separately at the date of inception of the contract. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future 3.12.2 Measurement and recognition cash fl ows discounted at the original effective interest rate. The loss is included under “Net impairment of fi nancial assets” in net Derivatives are recognized at their fair value. This fair value is fi nancial income/(expense). If the loss decreases in a subsequent determined based on listed prices and market data available from period, it is reversed and transferred to the income statement. external contributors. Changes in the fair value of these derivatives are recorded in the 3.11.4 Borrowings income statement unless they are designated as cash fl ow hedges or hedges of a net investment. Borrowings are accounted for using the amortized cost method, with separate recognition of embedded derivatives, where applicable. In this case, changes in the value of hedging instruments are Interest is calculated at the effective rate and recorded under the recognized directly in equity, excluding the ineffective portion “Cost of debt” over the term of the borrowing. notably resulting from the separation of the time value of a contract, which is recognized under net fi nancial income/(expense).

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3.12.3 Hedging derivatives As only external derivatives are considered eligible for hedge accounting, gains and losses on internal derivatives are eliminated The Group uses derivatives to hedge its interest rate and foreign from the consolidated ﬁ nancial statements. However, hedge exchange risks. accounting applies to a hedging relationship initiated via internal The Group applies the criteria set out in IAS 39 to designate derivatives if it can be demonstrated that the internal derivatives derivatives as hedges: will be matched with similar external transactions.

➤ the instrument must hedge changes in fair value or cash fl ows attributable to the risk hedged and the effective portion of the 3.13 Inventories hedge (representing the degree to which changes in the value of the hedging instrument offset changes in the value of the hedged Inventories are stated at the lower of cost and net realizable value. item or future transaction) must be between 80% and 125%; Net realizable value is the expected selling price in the ordinary course of business less estimated costs to completion and costs to ➤ in the case of cash fl ow hedges, the future transaction being sell. hedged must be highly probable; The cost of raw materials and supplies is calculated using the fi rst- ➤ the effectiveness of the hedge can be determined reliably; in, fi rst-out method at the weighted average unit cost based on the

➤ the hedge is supported by appropriate documentation from activities. inception. The cost of work in progress covers design costs, material included The Group uses the following types of hedge: in the project, direct labor costs, other direct costs and a share of general expenses based on normal generation capacity. If ➤ Fair value hedge: instruments used to hedge changes in the fair applicable, it also includes borrowing costs. value of an asset or liability recorded on the balance sheet or a fi rm commitment to buy or sell an asset. Changes in the fair Work in progress on projects held for sale is recognized using value of the hedged item attributable to the hedged component the percentage-of-completion method in accordance with IAS 11. are recorded in the income statement and offset by symmetrical The percentage of completion is determined on the basis of costs changes in the fair value of the hedging instrument. Only the incurred and the total profi t expected on the project, taking into ineffective portion of the hedge impacts income. consideration technical and objective criteria used to calculate associated revenues and cost of sales. ➤ Cash fl ow hedges: instruments used to hedge changes in future Provisions are set aside to cover any known losses to completion cash fl ows on an asset or liability recorded on the balance sheet, on contracts. a highly probable future transaction or a fi rm foreign exchange commitment. The effective portion of accumulated changes in the fair value of hedging instruments is recorded in equity and 3.14 Trade receivables the ineffective portion is recognized in income. When the hedged cash fl ows materialize, the amounts previously recognized in Trade receivables are initially stated at fair value and then at equity are taken to the income statement in the same way as for amortized cost, using the effective interest rate method less the hedged item, or, when a fi rm commitment to buy non-fi nancial impairment losses. Impairment on receivables is recognized assets such as turbines exists, they are recognized in the cost of when there is objective evidence that the Group will be unable to this non-fi nancial asset. recover all sums owed under the original terms of the transaction. Signifi cant fi nancial diffi culties facing the debtor, the probability ➤ Hedge of a net investment: instruments used to hedge exposure of bankruptcy or fi nancial restructuring of the debtor and payment to the foreign exchange risk associated with a net investment in a default represent evidence of the impairment of a receivable. The foreign operation. The effective portion of accumulated changes amount of impairment is calculated as the difference between in the fair value of hedging instruments is recorded in equity until the carrying amount of the asset and estimated future cash fl ows, disposal of the net investment, when it is included under gains discounted at the original effective interest rate. or losses on disposal. The ineffective portion of the hedge is recognized directly in income. 3.15 The hedging relationship ends when: Cash and cash equivalents “Cash and cash equivalents” comprise cash on hand and in bank, ➤ a derivative ceases to be an effective hedging instrument; other highly liquid short-term investments with a maturity of less ➤ a derivative expires or is sold, terminated or exercised; than three months and a negligible risk of changes in value and bank overdrafts. Bank overdrafts are recorded on the balance sheet ➤ the hedged item expires, is sold or redeemed; as current liabilities, under “Current fi nancial liabilities”. ➤ a future transaction is no longer regarded as highly probable.

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3.16 Share capital 3.18 Employee benefits Ordinary shares are classifi ed as equity instruments. 3.18.1 Pensi on liabilities Additional costs directly attributable to the issuance of new shares or options are recognized in equity as a deduction from the proceeds Pension plans in force in the Group are defi ned contribution plans. of the issue, net of tax. In a defi ned contribution pension plan, the Group pays fi xed contributions to an independent entity. In this case, the Group has When a Group company buys shares in the Company (treasury no legal or constructive obligation to top up the plan if the plan shares), the amount paid, including directly attributable additional assets are insuffi cient to pay all employees the benefi ts due in costs (net of tax), is deducted from the Group share of equity until respect of services rendered during the current year and prior years. the shares are cancelled, reissued or sold. In the event of the sale or subsequent reissue of the shares, the proceeds, net of additional 3.18.2 Benefits payable upon retirement costs directly attributable to the transaction and the associated tax impact, are included in the Group share of equity. Benefi ts payable upon retirement are attached to defi ned benefi t schemes that designate post-employment benefi t plans that guarantee future benefi ts for employees constituting a future 3.17 Taxes liability for the Group. The liability is calculated using the projected unit credit method in 3.17.1 Income taxes order to determine the present value of all future benefi ts and the Income taxes comprise current tax payable (or recoverable) and current service cost. deferred tax payable (or recoverable). Tax is recognized in the This actuarial calculation is based on actuarial assumptions relating income statement unless it relates to items that are recorded to demographic (mortality, staff turnover) and fi nancial parameters directly in equity, in which case it is recognized in equity. (future salary increases, discount rate). Tax due is the estimated amount of tax owed in respect of taxable income for a given period, determined using tax rates enacted 3.18.3 Other post-employment benefits or substantively enacted by the balance sheet date, and any and long-term benefits adjustments to the amount of tax payable in respect of prior periods. No Group companies offer employees any specifi c plans Deferred tax is accounted for using the liability method for all corresponding to post-employment benefi ts or long-term benefi ts. temporary differences between the carrying amount of assets The Group’s employees do not benefi t from special electricity tariffs. and liabilities in the balance sheet and the tax base of assets and liabilities. Deferred tax is not recognized in the following cases: 3.19 Other provisions ➤ goodwill for which amortization is not deductible for tax purposes; A provision is recognized when the Group has a present (legal or ➤ the initial recognition of an asset or liability in a transaction which constructive) obligation arising as a result of a past event and it is is not a business combination and affects neither accounting probable that an outfl ow of resources embodying economic benefi ts profi t nor taxable income; will be required to settle the obligation. ➤ temporary differences arising on investments in subsidiaries If the effect of time value is material, provisions are determined by when it is probable that the temporary difference will not reverse discounting expected future cash fl ows at a pre-tax rate that refl ects in the future. current market assessments of the time value of money and, where Deferred tax assets and liabilities are measured at the tax rates that appropriate, the risks specifi c to the liability. are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or 3.19.1 Asset retirement obligations and liabilities substantively enacted by the balance sheet date. For wind farms, asset retirement obligations and liabilities are A deferred tax asset is recognized only where it is probable that recognized on the basis of terms relating to the occupancy of land a tax benefi t will be realized in the future. Deferred tax assets are (property of the Group or long-term leases). Where the land is held written down where it is no longer probable that suffi cient taxable under a long-term lease, provisions are assessed based on the income will be available. lease terms defi ning the status of the land upon its return and on the probable cost when the asset retirement obligation becomes The income tax consequences of dividends are recognized when a the responsibility of the Group. liability to pay the dividend is recognized. For thermal power plants, asset retirement obligations and liabilities 3.17.2 Taxes other than on income are recorded on the basis of the installed power generating capacity. In France, the introduction of the CET (“Contribution Economique In both cases, these obligations and liabilities are discounted at a Territoriale”, territorial economic levy) under the 2010 Finance rate of 4.5%. Act in a reform of business license tax regime has not led to any An “asset retirement” component is created in parallel and then change in the accounting methods used in the preparation of the amortized on a straight-line basis over the life of the subsequent 2009 fi nancial statements. Like business license tax, this levy will asset. be accounted for in “Taxes other than income taxes”.

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3.19.2 Provisions for legal disputes Income subsidies In the normal course of the Group’s business activities, legal Subsidies to cover costs incurred by the Group are recognized disputes may arise with third parties and legal proceedings may be systematically in the income statement for the period during which initiated. Provisions are calculated on the basis of the assessment the costs were incurred. of the risks associated with each project when the cost can be estimated. 3.20.4 Interest income Interest income is recognized in net fi nancial income/(expense) on 3.19.3 Provision for warranties a pro rata temporis basis using the effective interest rate method. In connection with its activities developing and selling photovoltaic When a receivable is impaired, the Group writes down the carrying power plants that qualify for a reduced rate of taxation, the Group amount to the recoverable amount by discounting estimated future contractually agrees under certain programmes to replace batteries cash fl ows at the original effective interest rate and continues to and sets aside a provision to cover related costs. In addition, the unwind the discount as interest income. Interest income on impaired Group sets aside provisions to cover various obligations arising loans is recognized using the original effective interest rate method. from the warranties given to users. 3.20.5 Dividends paid 3.20 Revenue recognition Dividends are recognized in fi nancial income when the right to receive the dividend is established.

3.20.1 Sale of goods and services 3.20.6 Operating lease payments Revenue corresponds to the fair value of the amount received Operating lease payments are recognized as expenses on a or to be received in respect of goods and services sold as part of straight-line basis over the term of the lease. Benefi ts received form the Group’s usual business activities. Revenue is expressed net an integral part of the total net of lease costs and are recognized in of returned merchandise, discounts and rebates, and intra-group the income statement according to the same rule. sales. Revenue from the sale of goods is recognized in the income 3.20.7 Finance lease payments statement when the signifi cant risks and rewards of ownership of Minimum fi nance lease payments are apportioned between the the goods have been transferred to the buyer. fi nance charge and the reduction of the outstanding liability. The Revenue from the sale of services is recognized in the income fi nance charge is allocated to each period during the lease term so statement on the basis of the percentage of completion of the as to produce a constant periodic effective rate of interest on the service at the balance sheet date. The percentage of completion remaining balance of the liability. is measured by reference to the work performed. No revenue is recognized when there is a material uncertainty regarding the 3.20.8 Net financial income/(expense) recoverability of the amount due, costs incurred or to be incurred relating to the service or the possible return of merchandise in the Net fi nancial income/(expense) comprises interest payable on case of the right to cancel the purchase, and when the Group is borrowings calculated using the effective interest rate method, involved in property management. interest income due on investments, other dividend income, foreign exchange gains and losses, and gains and losses on hedging 3.20.2 Construction contracts instruments, which are recognized in the income statement. When profi t from a construction contract may be estimated reliably, income and expenses relating to the contract are recognized in the 3.21 Dividends income statement o n the basis of the percentage of completion of Dividends paid to the Company’s shareholders are recognized as the contract. The percentage of completion is measured by reference debt in the Group’s fi nancial statements for the period in which the to the work already performed and costs to completion reviewed dividends are approved by the Company’s shareholders. at the balance sheet date. Any expected loss is immediately recognized in the income statement. 3.22 Assets and liabilities held for sale 3.20.3 Government grants Immediately before the initial classifi cation of the asset as held for Asset subsidies sale, the carrying amount of assets (and all assets and liabilities Government grants are stated at fair value when there is reasonable held for sale) is measured in accordance with applicable IFRSs. assurance that they will be received and that the Group will comply After initial classifi cation as held for sale, non-current assets or with the terms and conditions attached to such subsidies. Grants disposal groups classifi ed as held for sale are measured at the that cover all or part of the cost of an asset are presented as deferred lower of carrying amount and fair value less costs to sell. income under liabilities and recognized in the income statement as Any impairment losses resulting from the classifi cation of an asset operating income over the useful life of the subsidized asset. (or group of assets) as held for sale are recognized in the income statement, even for assets previously carried at revalued amounts. Gains and losses relating to subsequent valuations are treated in the same way. The gains recognized must not exceed the size of the cumulative impairment loss.

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A discontinued operation is a component of an entity that represents the commitment exceeds the amount of minority interests, the a separate major line of business or geographical area of operations remainder is accounted for in goodwill; or is a subsidiary acquired exclusively with a view to resale. ➤ at each balance sheet date, the amount of the fi nancial liability An operation is classifi ed as discontinued at the date the entity has is remeasured and changes in value are recognized, with a actually disposed of the operation, or when the operation meets the corresponding adjustment in goodwill, except for the discounting criteria for classifi cation as held for sale. A disposal group may also expense, which is recognized in fi nancial income. meet the criteria to be classifi ed as discontinued. For puts at a fi xed price, the liability is recognized at the present value of the exercise price. 3.23 Accounting treatment adopted where For puts at fair value or at a variable price, the liability is measured IFRSs do not provide relevant guidance based on an estimate of the fair value at the balance sheet date or application of the contractual arrangements at the exercise price 3.23.1 Minority interests based on the latest information available. For acquisitions of minority interests, given there is no relevant The revised IFRS 3 and IAS 27 amended in July 2009, which will be IFRS, the Group has elected not to revalue identifi able assets and adopted by the Group from 1 January 2010, do not preclude this liabilities, when an additional interest is acquired in the shares of accounting treatment, which is not therefore expected to change. an already fully consolidated subsidiary. The difference between the cost of acquisition and the additional share acquired in the 3.23.3 Penalty fees due or payable in connection acquiree’s net assets is recognized in goodwill. with the construction and/or operation Transactions that reduce the Group’s equity investment without a of a facility loss of control are treated as sales of interests to minorities and In connection with the construction and/or operation of a facility, the the difference between the share sold and the price received from Group may receive and pay penalty fees from/to turbine suppliers minorities is recognized in the income statement. based on the contractual criteria that vary from project to project. The amended version of IAS 27 applicable, which is due to enter When the penalty fees received are intended to offset an operating force from 1 January 2010, states that the impact of changes in a loss, they are accounted for under operating revenues. Conversely, parent company’s ownership in a subsidiary that do not lead to a where they can be treated as a discount on the purchase price of loss of control is recognized as an equity transaction (that is, for turbines, they are recognized as a reduction in the construction cost example, transactions with owners acting as such). of the project. On the other hand, these agreements state that if the facility’s 3.23.2 Commitment to buy out minority interests performance exceeds contractually agreed thresholds, the Group Other fi nancial liabilities notably include commitments entered into undertakes to pay a fee to turbine suppliers. In such cases, the by the Group to buy out minority interests. amounts payable are recognized under operating expenses as incurred. In the specifi c case of the puts on minority interests and given the lack of stipulations in the IFRSs, the Group has adopted the following accounting treatment for these commitments: 3.23.4 Investment tax credits Investment subsidies received in the form of a tax credit, notably ➤ following implementation of the put, the present value of the exercise price is accounted for as a fi nancial liability with a the Investment Tax Credit in force in the United States for solar and corresponding reduction in minority interests. When the value of wind projects, are recognized as stated in section 3.20.3.

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Note 4 Segment reporting

4.1 Geographical segment reporting Segment reporting is presented on the basis of the Group’s internal organization, which reﬂ ects the different levels of risk and reward A segment is a distinguishable component of the Group that is to which it is exposed. engaged either in the supply of products or services (business segment), or in the supply of products or services within a particular The Group has opted to segment its reporting by area based on economic environment (geographical segment), which is subject to the region in which assets are located, thereby representing a risks and rewards that are different from those of other segments. geographical segmentation.

4.1.1 Financial year ended on 31 December 2009

(in thousands of euros) Europe Americas Eliminations Total

Revenues External revenues 739,537 433,540 1,173,077 Other operating income 79,138 24,966 104,104 TOTAL REVENUES 818,675 458,506 - 1,277,181 Other operating expense (588,950) (339,863) (928,813) Charge to operating provisions (15,083) 176 (14,907) Depreciation and amortization (67,923) (35,410) (103,333) Operating income by segment 146,719 83,409 230,128 Cost of net debt (40,105) (40,772) (80,877) Other ﬁ nancial income and expenses (22,460) (681) (23,141) Share in income of equity afﬁ liates (194) - (194) Income taxes (6,616) (14,774) (21,390) CONSOLIDATED NET INCOME 77,344 27,182 - 104,526 Other information Segment assets 5,160,358 1,606,581 (641,822) 6,125,117 Segment liabilities 4,518,536 2,248,403 (641,822) 6,125,117 Associated companies 34,867 34,867 Acquisitions of property, plant and equipment and intangible assets 824,071 408,355 1,232,426

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4.1.2 Financial year ended on 31 December 2008 (after changes in the method of consolidation)

(in thousands of euros) Europe Americas Eliminations Total

Revenues External revenues 517,489 497,879 1,015,368 Other operating income 96,468 13,700 110,168 TOTAL REVENUES 613,957 511,579 - 1,125,536 Other operating expense (456,923) (437,863) (894,786) Charge to operating provisions (5,511) 1,545 (3,966) Depreciation and amortization (43,376) (17,948) (61,324) Operating income by segment 108,147 57,313 165,460 Cost of debt (18,082) (23,501) (41,583) Other ﬁ nancial income and expenses (6,877) 911 (5,966) Share in income of equity afﬁ liates (1,956) - (1,956) Income taxes (22,567) (15,453) (38,020) CONSOLIDATED NET INCOME 58,665 19,270 - 77,935 Other information Segment assets 3,748,515 1,104,644 (340,035) 4,513,124 Segment liabilities 3,408,480 1,444,679 (340,035) 4,513,124 Associated companies 29,630 - 29,630 Acquisitions of property, plant and equipment and intangible assets 584,921 441,752 1,026,673

4.2 Business segment reporting

4.2.1 Financial year ended on 31 December 2009

Operations & Development and Sale Distributed (in thousands of euros) Generation Maintenance of Structured Asset energies Eliminations Total

External revenues 362,052 34,253 497,595 279,177 1,173,077 Carring amount of assets 3,796,640 89,256 3,472,629 510,517 (1,743,925) 6,125,117 Acquisition of property, plant and equipment and intangible assets 914,150 6,620 372,467 56,152 (116,963) 1,232,426

4.2.2 Financial year ended on 31 December 2008 (after changes in the method of consolidation)

Operations & Development and Sale Distributed (in thousands of euros) Generation Maintenance of Structured Asset energies Eliminations Total

External revenues 237,251 23,989 569,069 185,059 1,015,368 Carring amount of assets 2,377,796 52,810 2,606,325 406,177 (929,984) 4,513,124 Acquisition of property, plant and equipment and intangible assets 954,383 5,075 138,760 33,430 (104,975) 1,026,673

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4.3 Revenue trends ➤ the revenues posted by EDF Energies Nouvelles Réparties and its subsidiaries during 2009 came to €279.2 million, up from € The Group’s revenues rose by 15.5% to 1,173.1 million in the year €185 million in 2008, representing an increase of 50.9%. This € ended 31 December 2009, up from 1,015.4 million in the year increase of €94.2 million derived chieﬂ y from: ended 31 December 2008. At constant exchange rates, the increase in revenues came to 13.8%. The Group’s revenue growth was driven – the strong performance recorded by EDF Energies Nouvelles by higher Generation revenues, as well as by growth at EDF Energies Réparties SA and Photon Power Technologies (switch from equity Nouvelles Réparties, with an encouraging ramp-up in products and accounting to full consolidation at the beginning of the year) in services in the building-integrated solar segment. DSSA revenues terms of sales of building-integrated solar systems. EDF Energies € recorded a contraction during 2009, after reaching a high level in Nouvelles Réparties SA’s revenues advanced from 20.5 million € 2008 given the number and size of projects, especially in the United in 2008 to 70.7 million in 2009, representing an increase of € States. 50.2 million. Photon Power Technologies’ revenues grew to €24.7 million,

4.3.1 Europe – the performance of the Tenesol group and Supra was The Group’s revenues in Europe grew by 42.9% from €517.5 million stronger than in 2008. The revenues recorded by the Tenesol in 2008 to €739.5 million in 2009. This increase was attributable to group (proportionally consolidated at a rate of 50%) came € € the following factors: to 108.5 million in 2009, up from 95.8 million in 2008, representing an increase of €12.7 million. Supra’s revenues ➤ € Generation revenues advanced by 50.6% from 180.1 million increased from €66 million in 2008 to €72 million in 2009, € in 2008 to 271.2 million in 2009, representing an increase of representing an increase of €6 million. €91.1 million. The key factors driving this increase were:

– the full-year impact of the wind farms commissioned during 2008 4.3.2 Americas in Portugal (194 MW net), France (162.6 MW net), Greece (35 MW During 2008, the Group reported revenues in the Americas of net), Italy (33.3 MW net), the United Kingdom (20 MW net) €489.1 million. Taking into account the change in the method and photovoltaic facilities with 7.4 MWp in capacity in France, used to consolidate the US projects from proportional to full 2.2 MWp in Italy and 1.2 MWp in Spain, consolidation presented in section 3.4, the region’s 2008 revenues – the commissioning during 2009 of new wind farms in France came to €497.9 million. In 2009, revenues in the Americas totalled (101.1 MW net), Italy (27.2 MW net), Turkey (22.5 MW net), €433.6 million, representing a decline of 12.9% compared with Greece (19.8 MW net), the United Kingdom (19 MW net), Portugal 2008. At constant exchange rates, the fall came to 17.1%. (20 MW net) and Belgium (6.2 MW net offshore), as well as new ➤ Generation revenues moved up from €57.2 million in 2008 to photovoltaic facilities in France (18.5 MWp net) and Italy (9 MWp €90.9 million in 2009, representing an increase of €33.7 million net). In France, 1.4 MW net in biogas installations were also or 58.9% owing chieﬂ y to: commissioned. – the full-year impact of the commissioning during 2008 of the Consolidated 2009 output amounted to 2,767.6 TWh in Europe. Wapsi North (100.5 MW net) wind farm in the United States The electricity generated late on in the year in the wind segment and the lower level of photovoltaic facilities entering service in Portugal, France and Greece helped these regions to make (1.34 MWp net); up ground lost after a tough start to the year owing to poor wind conditions, but Italy and the United Kingdom recorded a decline on – the commissioning during 2009 of the Shiloh 2 and Hoosier wind the previous year. farms (256 MW in total net capacity) and of part of La Ventosa project in Mexico (37.5 MW), as well as of 4.4 MWp in net capacity ➤ development and sale of structured asset revenues advanced from at photovoltaic facilities in the United States. €147.0 million in 2008 to €182.7 million in 2009. During 2008, the Group sold photovoltaic facilities with 6.1 MWp in capacity – positive currency effects. At constant exchange rates, the increase in Spain and 26.3 MW in wind energy capacity in France. During in revenues came to 51.4%. 2009, sales of photovoltaic projects increased in France, with the A total of 2,140.1 TWh in power was generated in the Americas sale of 11.6 MWp in roof-based projects (industrial, commercial during 2009 amid unfavorable wind conditions. and farm building roof arrays), as well as the Mangassaye project (5.1 MWp). DSSA revenues also included the sale of panels to ➤ The revenues posted by the Development and Sale of structured proportionally consolidated companies, with only the intra- assets business dropped from €422.1 million in 2008 to group portion of these sales being eliminated from consolidated €314.9 million in 2009, representing a decrease of €107.2 million. revenues. They remained broadly stable in 2009 compared with The key factors were as follows: 2008. Lastly, the Fierville wind farm project (28 MW in total) was – in 2008, the main contributions came from the completion of the completed; Goodnoe (94 MW) project and the sale of the Walnut (153 MW) ➤ revenues generated by the Operations & Maintenance business and Grand Meadows (100.5 MW) projects, totaled €6.4 million during 2009. They came to €5.4 million during 2008;

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– during 2009, the principal contributors were the sale of the Crane Operating income in Europe also refl ected to a great extent the Creek (99 MW), Spearville 2 (48 MW) and Linden (50 MW) wind increase in the Group’s overhead and development costs, as well energy projects. as the less auspicious generation conditions seen in 2009 by comparison with the previous year. Lastly, the operating income ➤ revenues from the Operations & Maintenance business grew fi gure included the excess of Greentech Monte Grighine project s by 49.5%. They increased from €18.6 million in 2008 to net assets at fair value over its acquisition cost (negative goodwill) €27.8 million in 2009. This rise was to a great extent attributable and the expansion in EDF Energies Nouvelles Réparties business to the new contracts signed in 2008 and 2009. At 31 December activities. 2009, the Group operated and maintained 4,719 MW in capacity for its own account and for third parties. At constant exchanges rates, revenues rose by 42.3%. 4.4.2 Americas The operating income generated by the Group in the Americas region went up from €57.3 million in 2008 to €83.4 million in 2009, which 4.4 Operating income trends represented an increase of 45.6%. At constant exchange rates, the increase in revenues came to 38.6%. This increase was attributable The Group’s operating income came to €230.1 million in 2009, up to revenue growth at the Generation and DSSA businesses, which 39% from €165.5 million in 2008. was especially brisk in 2009, notably thanks to the commissioning 4.4.1 Europe in the United States of the Shiloh 2 (150 MW net), Hoosier (106 MW net) and photovoltaic projects (4.4 MWp net). Operating income The operating income recorded by the Group’s business activities was also underpinned by the full-year impact of the facilities in Europe increased from €108.1 million in 2008 to €146.7 million commissioned during 2008, notably the Wapsi North (100.5 MW in 2009. net) wind farm, which entered service at the very end of the year. This increase was driven primarily by the Generation business, owing La Ventosa wind farm in Mexico (partial commissioning of 37.5 MW fi rstly to the full-year impact of the facilities commissioned in 2008 in net capacity) and the Arnprior photovoltaic facility in Canada with 455.7 MW in total capacity, including 444.9 MW in the wind (23.4 MWp net) entered service right at the end of 2009 and did not and 10.8 MWp in the solar photovoltaic segments, and, secondly, signifi cantly affect performance during the year. the new facilities commissioned during 2009, representing a total The increase in operating income was also attributable to the of 244.7 MW in additional capacity, breaking down into 215.9 MW high level of margins recorded during 2009 on DSSA projects in the wind and 27.4 MWp in the solar photovoltaic segments, plus by comparison with 2008, when the Goodnoe (94 MW) project 1.4 MW in the biogas segment. generated a negative margin as it ran into extremely unusual construction diffi culties.

Note 5 Other operating income and expenses

31/12/2008 (in thousands of euros) 31/12/2009 restated

Net gain on disposal of consolidated entities (1) 351 916 Net gain/loss on disposal ﬁ xed assets (892) 17,202 Operating subsidies (2) 26,293 16,738 Other expenses (3) (13,623) (14,428) Other income (3) 49,760 32,310 TOTAL OTHER OPERATING INCOME AND EXPENSES 61,889 52,738 o/w other operating expenses (42,215) (57,430) o/w other operating income 104,104 110,168

(1) The deconsolidation gains recorded in 2009 were attributable primarily to the disposal of the Chabossière and Seclin power plants. (2) The increase in operating subsidies derived from the commissioning of two projects in the United States (Shiloh II and Wapsi North) giving rise to PTCs (Production Tax Credit: US tax credits calculated on the production of wind energy). (3) Other operating income and expense was primarily attributable to negative goodwill, insurance payouts covering operating losses, late-performance fees received by the Group and various other operating income and expense items.

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Note 6 Personnel

6.1 Personnel expenses Personnel expenses break down as follows:

31/12/2008 (in thousands of euros) 31/12/2009 restated

Wages and salaries (97,762) (63,616) Social security and tax charges (27,393) (16,619) TOTAL (125,155) (80,235) Total bonus shares and related grants (2,917) (1,322) CHARGES LINKED TO SHARE-BASED PAYMENTS (2,917) (1,322) PERSONNEL EXPENSES (128,072) (81,557)

6.2 Share-based payments For international subsidiaries, a similar mechanism was put in place, which consisted in granting benefi ciaries a number of units The Board of Directors has set up bonus performance share plans according to the same principle as the bonus share plan. At the for offi cers and employees in France: end of the vesting period, the benefi ciary will not receive bonus ➤ in 2007, the fi rst plan provided for the award of 24,550 shares. shares, but an equivalent amount in cash instead. In accordance The plan was settled during 2009; with IFRS 2, the cost of this plan was measured based on the share’s closing price at 31 December 2009 and does not include ➤ at 30 October 2008, 62,829 shares were awarded under two expected dividends. A corresponding liability was recognized under plans; borrowings. ➤ on 12 November 2009, 81,122 shares were awarded under two The bonus shares or units vest over a period of 2 or 3 years and are further plans. in part subject to the attainment of operational targets. The fair value of these bonus share plans is based on the share price at the date of the corresponding Board of Directors’ meeting. An amount corresponding to this expense (€0.7 million) was recognized in equity.

6.3 Average headcount

31/12/2008 Average headcount 31/12/2009 restated

Employees 1,664 1,226 Managers and engineers 602 497 TOTAL 2,266 1,723

By convention, the headcount of proportionally consolidated companies is accounted for using the percentage applied for consolidation purposes.

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Note 7 Net financial income/(expense)

7.1 Cost of debt

31/12/2008 (in thousands of euros) 31/12/2009 restated

Interest income on fi nancing operations (1) 13,974 20,864 Interest charges on fi nancing operations (2) (93,426) (63,291) Net ineffective portion of cash fl ow hedges (1,425) 844 COST OF NET DEBT (3) (80,877) (41,583)

(1) Interest income derives primarily from interest on financial assets and proceeds from the sale of marketable securities. (2) Interest charges on financing operations chiefly represent interest, bank charges and leasing income and expenses. (3) Change in presentation: Proceeds from the sale of long-term financial receivables are now presented as a deduction from net debt. The impact of this change stands at €18.2 million for 2008.

7.2 Other financial income and expenses

31/12/2008 (in thousands of euros) 31/12/2009 restated

Change in the fair value of trading assets 769 (788) Net ineffective portion of cash fl ow hedges on operating activities 1,012 (486) Net foreign exchange gains (8,796) (2,888) Gain/(loss) on disposal of available-for-sale assets 3,237 (248) Net impairment in fi nancial assets (1) (19,501) (2,342) Discounting costs 363 66 Other fi nancial income and expenses (225) 720 OTHER FINANCIAL INCOME AND EXPENSES (23,141) (5,966)

(1) Impairment of the SilPro receivables in 2009 (see Note 14.3 “Change in financial assets”).

During 2008 and 2009, net income from ﬁ nancial assets derived Change in presentation: predominantly from investment of the cash proceeds of the Proceeds from long-term ﬁ nancial receivables are now presented as September 2008 capital increase. a deduction from the cost of net debt. The impact of this change During 2009, the change in the fair value of currency hedging stands at €18.2 million for 2008. derivatives on the holding company’s current accounts in foreign currencies with its international subsidiaries, which amounted to €22.3 million, was deducted from foreign exchange losses incurred during the period.

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Note 8 Income tax

31/12/2008 (in thousands of euros) 31/12/2009 restated

Income tax payable (17,582) (1,626) Deferred taxes (3,808) (36,394) TOTAL (21,390) (38,020)

A reconciliation of theoretical tax expense to actual income tax payable is provided in Note 24.4.

31/12/2008 (in thousands of euros) 31/12/2009 restated

Tax on change in fair value of hedging instruments 3,106 13,904 Tax on translation differences 134 (10) TAX ON OTHER COMPREHENSIVE INCOME 3,240 13,894

Note 9 Earnings per share

31/12/2008 (in €) 31/12/2009 restated

Consolidated net income 104,524,885 77,934,613 Earnings attributable to holders of ordinary shares 97,944,597 70,640,361 Number of shares 77,348,127 66,326,250 BASIC EARNINGS PER SHARE ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES (€) 1.27 1.07 FULLY-DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES (€) 1.27 1.07

Following the increase in capital carried out by EDF EN SA on 18 September 2008, the total number of shares comprising the share capital rose to 77,568,416 shares at 31 December 2008 from 62,054,734 shares at 31 December 2007. In 2009, the number of shares used as a denominator to calculate earnings per share stood at 77,348,127. It takes into account the deduction of the number of treasury shares held by the Group as part of the liquidity program and the share buyback program to cover the 220,289 bonus shares awarded.

Note 10 Goodwill

31/12/2008 (in thousands of euros) 31/12/2009 restated

Gross value 119,297 108,107 Accumulated impairment losses (3,025) (2,268) CARRYING AMOUNT, NET 116,272 105,839

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Changes in the carrying amount of goodwill were as follows:

31/12/2008 (in thousands of euros) 31/12/2009 restated

Net carrying amount at beginning of period 105,839 78,326 Increases 27,782 38,752 Impairment losses (697) - Translation differences 335 141 Other movements (16,987) (11,380) TOTAL CHANGE 10,433 27,513 NET CARRYING AMOUNT AT END OF PERIOD 116,272 105,839

The €116.3 million in net goodwill predominantly consisted of the ➤ in Spain, goodwill of €3.7 million on Fotosolar; following items: ➤ in the United Kingdom, €8.2 million in goodwill related to ➤ in Greece, the valuation of the put on minority interests for the Cumbria; and acquisition of a 25% interest in EEN Hellas and the goodwill in ➤ € RETD in a total amount of €20.9 million; in the United States, 28 million in goodwill that arose on the acquisition of enXco. ➤ in Turkey, €11.9 million in goodwill that arose on the acquisition of the Polat Enerjy group; The principal changes in goodwill related to the acquisition of an additional 31% interest in Photon Power Technologies and the ➤ in Belgium, the €3.5 million valuation of the put on the Group’s recognition of the put on minority interests covering the remaining partner related to the acquisition of Verdesis; 49% of Photon Power Technologies shares, the partial allocation of goodwill related to the Polat Energy group and the additional ➤ in France, €6.1 million in goodwill on ENR and Supra, €24.1 million acquisition of a 50% interest in Soma, the allocation of goodwill in goodwill on Photon Power Technologies , €5 million in goodwill in Noréole, goodwill related to the subscription of the increase in on Ribo and €0.7 million in goodwill on PPI (the Silpro holding PPI’s capital over and above its existing rights in an amount that was company), which was written off in full; written off in full, and the recognition of a technical merger-related ➤ in Bulgaria, goodwill totaling €4.3 million; loss at Supra following the full transfer of all assets and liabilities from four unconsolidated subsidiaries.

Note 11 Intangible assets

Changes in the carrying amount of intangible assets were as follows:

31/12/2008 (in thousands of euros) 31/12/2009 restated

Gross value 26,982 16,746 Amortization and impairment losses (7,791) (5,004) CARRYING AMOUNT, NET 19,191 11,742

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31/12/2008 (in thousands of euros) 31/12/2009 restated

Net carrying amount at beginning of period 11,742 3,590 Acquisitions 10,262 3,243 Disposals (51) - Amortization (2,936) (983) Changes in the scope of consolidation 74 6,115 Translation differences (20) 3 Other movements 120 (226) TOTAL CHANGE 7,449 8,152 NET CARRYING AMOUNT AT END OF PERIOD 19,191 11,742

Intangible assets primarily comprise software, patents and The €10 million in acquisitions made during 2009 break down into intangible rights associated with the Chanarambie wind farm €3 million in options acquired by EEN SA giving the group the right known as MIPS (Minnesota Incentive Program: tax beneﬁ ts granted to establish a shareholding or to acquire a 50% interest in future by the State of Minnesota to promote access to the installation of projects of the Greentech group in Italy and Poland, €2.3 million renewable energies by individuals). Patents and MIPS are intangible in purchases and deployments of enterprise software in the United rights amortized over ten years. States, €1.3 million in concessions related to Energies Antilles and €1.8 million in leasehold rights to land in Greece.

Note 12 Property, plant and equipment

31/12/2008 (in thousands of euros) 31/12/2009 restated

Land 11,089 8,227 Machinery, plant and equipment 2,557,927 1,612,711 Other property, plant and equipment 22,580 19,562 Assets in progress and advance payments 1,002,070 709,566 PROPERTY, PLANT AND EQUIPMENT, NET 3,593,666 2,350,066

Translation (in thousands of euros) 01/01/2009 Increases Decreases difference Other 31/12/2009

Land 8,227 2,829 - (37) 70 11,089 Machinery, plant and equipment (1) 1,816,287 82,506 (22,642) (6,181) 984,890 2,854,860 Other property, plant and equipment 45,019 6,055 (5,757) 203 5,698 51,218 Assets in progress and advance payments (2) 709,619 1,130,774 (4,619) 7,156 (840,806) 1,002,124 Gross value 2,579,152 1,222,164 (33,018) 1,141 149,852 3,919,291 Depreciation and impairment losses (3) (229,086) (107,527) 4,483 (856) 7,361 (325,625) Net value 2,350,066 1,114,637 (28,535) 285 157,213 3,593,666

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01/01/2008 Translation 31/12/2008 (in thousands of euros) restated Increases Decreases difference Other restated

Land 4,337 2,670 - 10 1,210 8,227 Machinery, plant and equipment 1,071,808 33,588 (5,597) (27,725) 744,213 1,816,287 Other property, plant and equipment 18,165 10,742 (1,771) (477) 18,360 45,019 Assets in progress and advance payments 449,571 976,430 (37,486) 9,973 (688,869) 709,619 Gross value 1,543,881 1,023,430 (44,854) (18,219) 74,914 2,579,152 Depreciation and impairment losses (148,056) (65,427) 2,686 3,651 (21,940) (229,086) Net value 1,395,825 958,003 (42,168) (14,568) 52,974 2,350,066

(1) Plant, machinery and equipment: Increases derived chiefly from the following transactions: - the Tenesol group built new photovoltaic installations during 2009 as part of the expansion of its solar photovoltaic activities. The cost of these investments accounts for virtually half of the increase in plant, machinery and equipment; - the remainder derived from €26.4 million in various non-current assets acquired under finance leases, chiefly related to Italian companies Fotosolare, Energia Alternativa and Energie, as well as investments in hydro generation installations in Bulgaria and various acquisitions of projects under construction. Other movements primarily reflect: Solar and wind farms commissioned, which accounted for 95% of the other movements in this line item, break down as follows: - €588.7 million in the United States related to the Shiloh 2 and Hoosier wind farms, as well as the Hall’s Warehouse, Steven’s Institute (first tranche), Carrier Clinic and Bayshore solar farms; - €180.4 million in France related to the Canton de Bonneval, Sauveterre, Castanet, Fiennes, Veulette, Les Barthes and the Nord Basin de Thau wind farms and the La Roseraye, Manosque and Sainte Tulle solar farms; - €49.1 million in Portugal related to the final tranche of the Arada wind farm; - €48.5 million in Italy related to the Minervino wind farm and the San Pietro Vernotico, Villacidro ASI, Lequile, Camareta Picena, Santa Sofia and Galatone solar farms; - €28.6 million in Greece related to the Viotia 2 wind farm; - €24.1 million in Turkey related to part of the Soma 1 wind farm; and - lastly, €23.1 million in the United Kingdom related to the Long Park wind farm. The allocation of goodwill represented €26 million in relation to Noréole (Sauveterre project) in France, Dogal and Soma in Turkey, Espiga in Portugal, Mecamidi Ogosta in Bulgaria, Aproving and AAVYC Gestion 2000 in Spain and Bonorva in Italy. The sale of the Chabossière and Seclin power plants, leading to their deconsolidation with a negative impact of €5 million and €3 million respectively on other movements. (2) Assets in progress and advance payments: Increases derived chiefly from the following transactions: The development and construction of wind and solar farms account for close to 80% of the increase in this line item and break down as follows: - in France, a €250.7 million rise related to the construction of the Castanet (second tranche), Fiennes (second tranche), Veulette, Canton de Bonneval, Sauveterre, Les Barthes and Bassin de Thau wind farms and the La Roseraye, Manosque, Sainte Tulle and Gabardan solar farms; - in Italy, a €192 million increase deriving from the construction of the Bonorva and Monte Grighine wind farms and the San Pietro Vernotico 1&2&3, San Severo, Torre Santa Susana, Stornarella, Lecce 2, Loreo, Priolo, Ajello 1, Casamassima, Terralba, Lequile 5&6, San Demetrio, Camerata Picena, Santa Sofia, Galatone, Noicattaro, Leporano, Adelfia, Palagiano, Giovinazzo 1&2, Terlizzi 1, Molfetta 1 and Melfi solar farms; - in the United States, an increase of €158.5 million owing to the development and construction of the Hoosier, Pacific Wind, Lakefield, Shiloh 3 and Avalon wind farms and the Steven’s Institute, Hall’s Warehouse, Bayshore, Carrier and LIPA solar farms; - in Mexico, a rise of €64.5 million related to the construction of the La Ventosa wind farm; - in Canada, an increase of €62.8 million deriving from the construction of the Arnprior solar farms and development of the Saint Robert Bellarrmin, Massif du Sud, Lac Alfred 1, Clermont and Rivière du Moulin 1 wind farms; - in Spain, a rise of €41 million linked to the construction of the Valdecaballeros and Casatejada solar farms and the Lucena biomass project; - in Greece, an increase of €39.3 million deriving from the development and construction of the Viotia 2, Skopies, Lefkes, Belecheri, Fokida 2&3, Mousouron, Trikorfo and Melissi wind farms and the Xirokambi solar farm; - in Portugal, a rise of €30.1 million with the completion of construction of the Arada wind farm; - in the United Kingdom, an increase of €28.6 million linked to the development and construction of the Burnfoot, Longpark, Rusholme, Teesside, Royal Oak and Fairfield wind farms; - lastly, in Turkey, a rise of €22.5 million with the construction of the Soma 1 and 2 facilities. Higher advance payments for non-current assets accounted for close to 20% of the rise in this item and related to purchases of turbines in the United States for the Lakefield and Hoosier wind farms in an amount of €107.8 million. Similar advance payments were made by EDF EN SA for projects in Canada and France in an amount of €14 million and €11.7 million respectively. Advance payments of €25.6 million were made in relation to the Trikorfo, Belecheri, Mousouron and Melissi wind farms in Greece, €11.7 million to the Soma 1 project in Turkey and €35.5 million to the Vallata wind farm project in Italy. The increase in advance payments also reflected €12.7 million in purchases of photovoltaic panels by the ENR group and in Greece for the Xirokambi project. The remainder of the increase in “Assets in progress and advance payments” line item, which represents close to 1.2% of the total, relates to the capitalization under non-current assets of €13.9 million in financial expense. Other movements primarily reflect: The commissioning of negative €949.4 million in wind and solar energy assets, which break down into negative €945.2 million in “Plant, machinery and equipment” and negative €4.1 million in other plant and equipment. The first-time consolidation of Greentech Monte Grighine (impact of €114.3 million) and of Bonorva (€1.6 million) in Italy, as well as of Neuvy et Villars (Canton de Bonneval project, impact of €14.2 million) in France. (3) Depreciation, amortization and impairment Impairment losses recorded on property, plant and equipment amounted to €0.9 million at 31 December 2008 and €0.4 million at 31 December 2009.

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Note 13 Investments in associates

13.1 Breakdown of investments in associates

Net value Net value of Percentage of investments Share in income Percentage investments in Share in income Companies interest in in associates at from associates interest in associates at from associates (in thousands of euros) share capital 31 Dec. 2009 at 31 Dec. 2009 share capital 31 Dec. 2008 at 31 Dec. 2008

Alco group 25% 23,377 (1,460) 25% 20,286 (2,684) C-Power 18% 5,770 (670) 21% 2,624 (36) Jacques Giordano Industries 13% 1,710 (36) 13% 1,745 46 Eolica Do Centro 30% 1,989 871 30% 1,453 609 Batliboi 50% 422 28 50% 439 90 Photon Power technology FC - - 10% 1,232 37 Photon Power industry FC - - 10% (267) 98 Silicium de Provence NI - (139) 3% 801 (71) Reetec 28% 1,183 403 28% 780 - Others - 416 810 - 537 (45) TOTAL 34,867 (193) 29,630 (1,956)

13.2 Additional information about associates The following information is quoted based on 100% ownership, irrespective of the Group’s percentage interest. It relates to the ﬁ nancial year ended on 31 December 2009.

Liabilities (excluding (in thousands of euros) Assets equity) Revenues Net income

TOTAL 488,371 351,159 495,715 (1,757)

The principal contributor among the associates is the Alco group (bioethanol), in which the Group acquired a 25% interest in late 2007.

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Note 14 Financial assets

14.1 Breakdown of financial assets by asset category

31/12/2009 31/12/2008 restated

(in thousands of euros) Current Non-current Total Current Non-current Total

Available-for-sale fi nancial assets Note 15 - 49,690 49,690 - 47,503 47,503 Fair value of derivatives cash-fl ow hedge Note 16.1 6,646 5,118 11,764 34,723 268 34,991 Fair value of derivatives fair value hedge Note 16.1 27,842 - 27,842 - - - Fair value of trading derivatives Note 16.1 - 680 680 - 45 45 Loans and fi nancial receivables (1) Note 21.6 232,234 - 232,234 175,562 - 175,562 Other loans and receivables 465 49,361 49,826 616 43,226 43,842 FINANCIAL ASSETS (NET OF ALLOWANCE) 267,187 104,849 372,036 210,901 91,042 301,943

(1) Change in presentation : The debt service reserve accounts and treasury held in escrow accounts are now shown under short-term financial receivables, rather than in cash and cash equivalents. The impact of this change stands at €45.2 million at 1 January 2008 and €49.3 million at 31 December 2008.

Financial receivables and loans consist of security deposits and generally corresponding to the equivalent of six months of cash guarantees given and fi nancial receivables due from proportionally generated by operating activities. consolidated companies, equity affi liates and non-group companies, receivables associated with leased assets, treasury held in escrow 14.2 accounts and debt service reserve accounts (DSRAs). These DSRAs Guarantees correspond to cash and guarantees given by a credit institution that A breakdown of the fi nancial assets pledged or given as a guarantee are held in reserve in case the project does not generate suffi cient is provided in Note 29 on off-balance sheet commitments. cash and cash equivalents to cover the short-term debt repayments,

14.3 Change in financial assets

Changes (in thousands of euros) 01/01/2009 Increases (1) Decreases in fair value Other 31/12/2009

Available-for-sale fi nancial assets (2) 47,503 2,788 (348) 1,709 (1,962) 49,690 Fair value of derivatives cash-fl ow hedge 34,991 1,797 (506) (24,766) 248 11,764 Fair value of derivatives fair value hedge - - - 27,842 - 27,842 Fair value of trading derivatives 45 - - 635 - 680 Loans and fi nancial receivable (3) (4) 175,562 166,557 (84,533) - (25,352) 232,234 Other loans and receivables 43,842 1,223 (21,698) - 26,459 49,826 FINANCIAL ASSETS (NET OF ALLOWANCE) 301,943 172,365 (107,085) 5,420 (607) 372,036

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01/01/2008 Changes in fair 31/12/2008 (in thousands of euros) restated Increases Decreases value Other restated

Available-for-sale fi nancial assets 5,443 44,869 (5,829) 2,300 720 47,503 Fair value of derivatives cash-fl ow hedge 20,348 - (2,413) 21,277 (4,221) 34,991 Fair value of derivatives fair value hedge ------Fair value of trading derivatives 189 - - (144) - 45 Loans and fi nancial receivables (4) 95,821 96,467 (23,355) - 6,629 175,562 Other loans and receivables 27,081 16,518 (10,221) - 10,464 43,842 FINANCIAL ASSETS (NET OF ALLOWANCE) 148,882 157,854 (41,818) 23,433 13,592 301,943

(1) The Increases column is shown net of additions to valuation allowance. (2) see Note 15. Available-for-sale financial assets. (3) The €167 million increase in loans and financial receivables at 31 December 2009 notably consists of: - the €108 million increase in receivables due from proportionally consolidated companies in Italy, Portugal and the United Kingdom and from third parties in France, Spain and Greece; - the €78 million increase in the debt service reserve account; - and the allocation of a valuation allowance covering the financial receivable of negative €18.8 million due from Silicium de Provence. Commitments vis-à-vis Silicium de Provence (SilPro), the shares of which were deconsolidated at equity value, are limited to the accounted amounts and were covered by €19.6 million in allowances (on receivables for €18.8 million plus impairment of shares with a value of €0.8 million). The SilPro industrial plan was to build and operate a silicon refinement plant for the solar photovoltaic industry. Against the current backdrop of a financial crisis and weaker demand for silicon, SilPro ran into significant funding problems, which in the end obliged it to go into liquidation. (4) Change in presentation: The debt service reserve accounts and treasury held in escrow accounts are now shown under short-term financial receivables, rather than in cash and cash equivalents. The impact of this change stands at €45.2 million at 1 January 2008 and €49.3 million at 31 December 2008.

14.4 Financial assets by maturity

At 31 December 2009 Less than One to More than (in thousands of euros) one year ﬁ ve years ﬁ ve years Total

Available-for-sale fi nancial assets - - 49,690 49,690 Fair value of derivatives cash-fl ow hedge 6,646 5,118 - 11,764 Fair value of derivatives fair value hedge 27,842 - - 27,842 Fair value of trading derivatives - 680 - 680 Loans and fi nancial receivables 232,234 - - 232,234 Other receivables 465 27,900 21,461 49,826 TOTAL AT 31/12/2009 267,187 33,698 71,151 372,036

At 31 December 2008 Less than One to More than (in thousands of euros) one year ﬁ ve years ﬁ ve years Total

Available-for-sale fi nancial assets - - 47,503 47,503 Fair value of derivatives cash-fl ow hedge 34,723 268 - 34,991 Fair value of derivatives fair value hedge ---- Fair value of trading derivatives - 45 - 45 Loans and fi nancial receivables 175,562 - - 175,562 Other receivables 616 8,958 34,268 43,842 TOTAL AT 31/12/2008 (RESTATED) 210,901 9,271 81,771 301,943

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Note 15 Available-for-sale financial assets

Changes Changes (in thousands of euros) 01/01/2009 in scope Increase Decrease in fair value Other 31/12/2009

Gross value 49,993 1,154 3,936 (406) 1,709 (3,116) 53,270 Impairment (2,490) - (1,148) 58 - - (3,580) INVESTMENTS IN NON- CONSOLIDATED COMPANIES 47,503 1,154 2,788 (348) 1,709 (3,116) 49,690

A deﬁ nition of available-for-sale ﬁ nancial assets is given in Note 3.11 in the accounting principles section.

01/01/2008 Changes Changes 31/12/2008 (in thousands of euros) restated in scope Increase Decrease in fair value Other restated

Gross value 5,660 3,287 46,831 (5,926) 2,300 (2,159) 49,993 Impairment (217) (405) (1,962) 97 - (3) (2,490) INVESTMENTS IN NON- CONSOLIDATED COMPANIES 5,443 2,882 44,869 (5,829) 2,300 (2,162) 47,503

During the 2009 ﬁ nancial year, the Group acquired equity including shares in Nanosolar for an amount in US dollars equivalent investments in various unconsolidated companies with a value of to €31.9 million at the date of purchase. These shares were worth €3.9 million (notably French companies with a value of €3.5 million) €34.2 million 31 December 2008 and €35.9 million at 31 December and also sold investments with a total value of €0.4 million. 2009 owing to currency effects. Changes in the value of this investment amounting to €2.3 million in 2008 and €1.7 million in During the 2008 ﬁ nancial year, the Company spent €46.8 million 2009 were recognized in the Group’s other comprehensive. acquiring investments in unconsolidated companies, notably

Note 16 Derivatives

As stated in the section on the management of fi nancial risks, the The Group needs to raise signifi cant external fi nance to execute its Group, which operates in the renewable energy sector, is present projects. worldwide, in particular outside the euro zone (United States, To curb and control the consequences of these risks, the Group uses United Kingdom and Mexico). It is therefore exposed to interest hedging derivatives. Floating rate/fi xed rate swaps are the main rate and foreign exchange risk on fi nancing arranged by the parent instruments used. companies, as well as fi nancing denominated in the local currency.

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16.1 Analysis of the fair value of derivatives

31/12/2008 (in thousands of euros) 31/12/2009 restated

Derivatives held as assets Cash ﬂ ow hedge derivatives 11,764 34,991 Fair value hedge derivatives 27,842 - Trading derivatives 680 45 TOTAL DERIVATIVES HELD AS ASSETS 40,286 35,036 Derivatives held as liabilities Cash ﬂ ow hedge derivatives 54,881 58,435 Fair value hedge derivatives 5,508 - Trading derivatives 987 1,705 TOTAL DERIVATIVES HELD AS LIABILITIES 61,376 60,140 TOTAL DERIVATIVES, NET ASSETS/(LIABILITIES) (21,090) (25,104)

16.2 Derivatives and hedge accounting

Interest rate hedging derivatives To protect itself against an increase in the rates of interest on its fl oating-rate fi nancing, the Group has purchased interest-rate swaps (fi xed- rate payer/fl oating-rate receiver) and options. Interest rate hedging derivatives break down as follows:

31/12/2009 31/12/2008 restated (in thousands of euros) Fair value Nominal amount hedged Fair value Nominal amount hedged

Interest-rate derivatives, held as assets 5,118 277,996 268 58,637 Swap 4,435 187,996 195 51,926 Options 683 90,000 73 6,711 Interest-rate derivatives, held as liabilities (54,830) 1,413,578 (55,033) 614,686 Swap (53,695) 1,238,209 (55,033) 614,686 Options (1,135) 175,369 INTEREST RATE HEDGING DERIVATIVES, NET ASSETS/(LIABILITIES) (49,712) 1,691,574 (54,765) 673,323

Foreign Exchange hedge derivatives A total of €22.3 million in changes in the fair value of these derivatives was recognized in income and offset the foreign Fair value hedge derivatives exchange loss recognized on the foreign currency current accounts. Until late 2008, the foreign exchange risk arising from the holding company’s current accounts with its subsidiaries denominated in foreign currencies was managed by matching the relevant assets with liabilities in the same foreign currency. In 2009, the Group decided to put in place currency derivatives to cover this risk.

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Cash flow hedge derivatives

31/12/2009 31/12/2008 restated (in thousands of euros) EUR USD GBP EUR USD GBP

Foreign exchange instruments, held as assets 5,004 1,642 - 15,371 19,352 - Options 1,813 2,605 2,451 Forward purchases 3,191 1,642 12,766 16,901 Foreign exchange instruments, held as liabilities (51) - - (1,276) (2,064) (62) Options - (622) (62) Forward purchases (51) (1,276) (1,442) FOREIGN EXCHANGE HEDGING DERIVATIVES, NET ASSETS/(LIABILITIES) 4,953 1,642 - 14,095 17,288 (62)

To protect itself against exposure to the foreign exchange risk The contractual payments for the swaps are made simultaneously associated principally with the turbine purchases made by its US, with the contractual payments on fl oating-rate borrowings, and the Canadian, Mexican and UK subsidiaries, the Group entered into amount deferred in other comprehensive income is recognized in derivative transactions. income over the period in which the fl ow of interest payments on the debt affects income. Impact of hedge derivatives recognized in other comprehensive income 16.3 Trading derivatives In 2009, the impact of hedging derivatives recognized in other comprehensive income came to negative €15.2 million. This section includes the derivatives entered into by the Group in connection with its interest rate and foreign exchange hedging The ineffective portion of cash fl ow hedges recognized in fi nancial policy, without being eligible for hedge accounting as defi ned in IAS € income during 2009 represented an expense of 0.4 million 39. In 2008, the impact of hedging derivatives recognized in other In 2009, the impact on the income statement amounted to € comprehensive income came to negative 22.4 million €0.8 million (before the tax effect). The ineffective portion of cash fl ow hedges recorded in fi nancial In 2008, the impact of these derivatives on the income statement € income during 2008 represented a gain of 0.4 million. amounted to negative €0.8 million (before the tax effect).

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Note 17 Working capital requirement

17.1 Composition and changes in the working capital requirement ➤ AT 31 DECEMBER 2009:

Movements

Changes in Change in the scope of Translation Other (in thousands of euros) 01/01/2009 recurring WCR consolidation differences movements 31/12/2009

Inventories Note 17.2 279,292 307,200 4,920 (7,573) 371 584,210 Trade receivables 301,687 60,237 3,965 (609) 8,734 374,014 Other current assets Note 17.3 319,581 (8,360) 10,533 4,904 (12,281) 314,377 Other non-current assets (1) 188,857 (3,521) 7,629 273 7,077 200,315 ASSETS 1,089,417 355,556 27,047 (3,005) 3,901 1,472,916 Trade payables 218,019 9,545 3,727 1,991 (3,040) 230,242 Other current liabilities Note 17.4 377,847 (99,581) 10,536 7,107 10,741 306,650 Other non-current liabilities (1) 224,287 186,588 11,371 3,731 (24,152) 401,825 LIABILITIES 820,153 96,552 25,634 12,829 (16,451) 938,717 Restatement Current tax assets and liabilities (3,617) 11,092 110 30 1,048 8,663 Amonts due on and downpayments made on non-current assets 136,679 (77,256) 19,075 2,410 1,221 82,129 TOTAL WCR (2) (3) (402,326) (192,840) (20,598) 13,394 (22,621) (624,991) o/w current (425,150) (396,525) (7,361) 9,967 4,147 (814,922) o/w non-current 22,824 203,685 (13,237) 3,427 (26,768) 189,931

(1) Including amounts due on and downpayments made on non-current assets. (2) Excluding amounts due on and downpayments made on non-current assets and current tax assets and liabilities. (3) To ensure consistency with the cash flow statement, the WCR does not include change in deferred tax. IFRSs require that deferred taxes should be treated as non-cash items.

Trade receivables increased by €72.3 million between 31 December 2008 and 31 December 2009 owing primarily to projects in progress in the United States.

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➤ AT 31 DECEMBER 2008:

Movements Changes in 01/01/2008 Change in the scope of Translation Other 31/12/2008 (in thousands of euros) restated recurring WCR consolidation differences movements restated

Inventories Note 17.2 128,331 98,696 50,659 (686) 2,292 279,292 Trade receivables 110,769 124,793 67,177 (1,903) 851 301,687 Other current assets Note 17.3 189,061 113,016 9,838 (975) 8,641 319,581 Other non-current assets (1) 47,233 15,992 11,256 (1,621) 115,997 188,857 ASSETS 475,394 352,497 138,930 (5,185) 127,781 1,089,417 Trade payables 55,037 135,686 27,356 (3,247) 3,187 218,019 Other current liabilities Note 17.4 271,033 38,448 75,477 (2,019) (5,092) 377,847 Other non-current liabilities (1) 212,310 9,073 20,410 10,151 (27,657) 224,287 LIABILITIES 538,380 183,207 123,243 4,885 (29,562) 820,153 Retreatment of : Current tax assets and liabilities 17,992 (22,468) (403) (1,382) 2,644 (3,617) Amonts due on and downpayments made on non-current assets 82,888 58,207 (4,482) 66 - 136,679 TOTAL WCR (2) (3) (37,894) (205,029) (10,802) 11,386 (159,987) (402,326) o/w current (164,085) (194,793) (24,467) (386) (41,419) (425,150) o/w non-current 126,191 (10,236) 13,665 11,772 (118,568) 22,824

(1) Including amounts due on and downpayments made on non-current assets (2) Excluding amounts due on and downpayments made on non-current assets and current tax assets and liabilities (3) The WCR does not include the change in deferred tax to ensure consistency with the cash flow statement. IFRSs require that deferred tax should be treated as non-cash item.

Trade receivables recorded an increase of €191.3 million between 31 December 2007 and 31 December 2008, predominantly owing to billings related to the Puente de Genave, Ecija and San Martin de Pusa facilities in Spain, the Vaux de Roques wind farm in France and the ﬁ rst-time consolidation of the EDF ENR group.

17.2 Inventories and work in progress

31/12/2008 (in thousands of euros) 31/12/2009 restated

Work in progress (1) 233,649 104,393 Raw materials and supplies (2) 347,806 164,544 Final products 8,666 15,828 Gross inventories 590,121 284,765 Impairment (5,911) (5,473) NET INVENTORIES 584,210 279,292

(1) Work in progress corresponds primarily to development costs and construction costs for power plants held for sale, recognized in accordance with IAS 11 when these construction costs correspond to a future activity under the contract and for which the revenue recognition criteria are not satisfied at the balance sheet date based on the percentage of completion at this date. The change in work in progress between 31 December 2008 and 31 December 2009 was mainly the result of the start-up of new projects (Linden, Nobles) and progress made on wind farms in France. (2) Raw materials and supplies increased between 31 December 2008 and 31 December 2009 owing to the purchase of solar panels as part of the development and marketing of photovoltaic facilities by EDF EN Développement and the Tenesol group, as well as the purchase of turbines in the United States in connection with future projects.

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17.3 Other receivables

31/12/2009 31/12/2008 restated (in thousands of euros) Current Non-current Current Non-current

Advanced payments (1) 80,379 - 175,139 - Prepaid expenses 11,954 9,543 5,215 10,385 Due tax assets 4,846 - 20,323 - Other receivables (2) 217,198 190,772 118,904 178,472 TOTAL 314,377 200,315 319,581 188,857

(1) Advance payments primarily comprise downpayments on purchases of turbines and solar panels intended for Development and Sale of Structured Asset facilities. The reduction in advance payments is predominantly attributable to projects in the United States. (2) The increase in Other receivables was primarily attributable to the Incentive Tax Credits in the United States and various VAT credits in France and Italy.

17.4 Other liabilities

31/12/2009 31/12/2008 restated (in thousands of euros) Current Non-current Current Non-current

Advance payments received 104,184 - 101,509 - Tax receivables 34,031 411 38,649 395 Social welfare liabilities 25,540 735 18,917 528 Amounts due on non-current assets 71,436 11,578 124,491 12,606 Prepaid income (1) 33,999 167,104 56,312 90,090 Other current liabilities (1) 23,951 221,997 21,263 120,668 Total 293,141 401,825 361,141 224,287 Due tax liabilities 13,509 16,706 TOTAL 306,650 401,825 377,847 224,287

(1) The change in prepaid income and other liabilities derived predominantly from investments in partnerships in the United States, notably in Incentive Tax Credits and Production Tax Credits.

Note 18 Cash and cash equivalents

Cash at beginning of period

01/01/2008 (in thousands of euros) 01/01/2009 restated

Cash and cash equivalents on balance sheet (1) 584,185 324,794 Cash and cash equivalents 584,185 324,794 Bank overdrafts (1) (138,429) (34,707) CASH AT BEGINNING OF PERIOD ON CASH FLOW STATEMENT 445,756 290,087

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Cash at end of period

31/12/2008 (in thousands of euros) 31/12/2009 restated

Cash and cash equivalents on balance sheet (1) 466,285 584,185 Cash and cash equivalents 466,285 584,185 Bank overdrafts (34,925) (138,429) CASH AT END OF PERIOD ON CASH FLOW STATEMENT 431,360 445,756

(1) Change in presentation: the debt service reserve accounts are now shown under loans and financial receivables, rather than under treasury in escrow accounts. The impact of this change works out at €45.2 million at 1 January 2008 and €49.3 million at 31 December 2008.

Note 19 Assets and liabilities held for sale

This item includes assets and liabilities held for sale as deﬁ ned in accordance with IFRS 5. At 31 December 2009, no group of assets and liabilities was classiﬁ ed as “held for sale”.

Note 20 Shareholders’ equity

20.1 Share capital

(in euros) Number of shares Par value Share capital

Share capital at 31 December 2007 62,054,734 1.6 99,287,574 Capital increase of 18 September 2008 15,513,682 1.6 24,821,892 Share capital at 31 December 2008 77,568,416 1.6 124,109,466 SHARE CAPITAL AT 31 DECEMBER 2009 77,568,416 1.6 124,109,466

There were no changes in the Group’s share capital during the year.

20.2 Treasury shares 20.3 Dividends In connection with the share buyback program covered by a liquidity At the Annual General Meeting of shareholders on 27 May 2009, a agreement complying with the provisions laid down by the Autorité decision was made to pay out a dividend of €20.9 million, or €0.27 des Marchés Financiers (AMF), a total of 1,217,920 shares were per share. This amount was paid on 15 June 2009. purchased at a cost of €39.5 million and 1,327,002 shares were On the date of payment, the number of treasury shares held by EDF sold for €43 million during the 2009 ﬁ nancial year. EN stood at 135,023 out of a total of 77,568,416 shares. The dividend At 31 December 2009, the Group held 220,289 treasury shares, that corresponding to these treasury shares amounted to €36,456.21. is 84,655 under the liquidity agreement and 135,634 to cover the This amount was transferred to ordinary reserves. various bonus share plans set up by the Group in 2008 and 2009 with a total value of €7.1 million.

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Note 21 Financial liabilities

21.1 Current/non-current breakdown Borrowings break down into current and non-current ﬁ nancial liabilities as follows:

31 Dec. 2009 31 Dec. 2008 restated (in thousands of euros) Current Non-current Total Current Non-current Total

Borrowings from credit institutions (1) (3) 1,174,225 1,193,287 2,367,512 917,114 770,431 1,687,545 Other borrowings (2) 101,438 911,150 1,012,588 45,933 176,559 222,492 Bank overdrafts 34,924 - 34,924 138,429 - 138,429 Fair value of derivatives cash-ﬂ ow hedge 51 54,830 54,881 3,403 55,032 58,435 Fair value of derivatives fair value hedge 5,508 - 5,508 --- Fair value of trading book derivatives (37) 1,025 988 60 1,645 1,705 FINANCIAL LIABILITIES 1,316,109 2,160,292 3,476,401 1,104,939 1,003,667 2,108,606

(1) including €3.9 million in accrued interests during 2008 and €4.5 million during 2009. (2) including €55.6 million in leases during 2008 and €65.6 million during 2009 including €640 million related to the EDF credit line. (3) including the restatement of negative €28.4 million in debt issuance costs during 2008 and negative €37.3 million in 2009.

21.2 Maturity schedule of borrowings at net carrying amount

At 31 December 2009 Borrowings from Other (in thousands of euros) credit institutions (1) borrowings Total

Less than one year 1,174,225 101,438 1,275,663 One to ﬁ ve years 340,796 762,648 1,103,444 More than ﬁ ve years 852,491 148,502 1,000,993 TOTAL AT 31 DEC. 2009 2,367,512 1,012,588 3,380,100

(1) including €4.5 million in accrued interests (due in less than one year).

At year-end 2009, borrowings due in less than one year included conditions (notably wind and insolation) with no (or limited) existing project fi nancing, corporate lines drawn down, bridge loans recourse to EDF EN SA because only the assets of the project pending the arrangement of project fi nancing and other borrowings, fi nanced are guaranteed. Contracts are predominantly signed with such as fi nancial liabilities recognized in respect of future buyouts the principal prime lending banks. of minority interests. Accordingly, project fi nance transactions consist of borrowings The model used to fi nance projects employed by the Group, in from credit institutions, leasing debt, restated for the ENR group’s particular for its wind farms and solar photovoltaic plants, is heavily borrowings and use of credit lines (excluding bank overdrafts). reliant on debt fi nancing, principally project fi nancing. Project Other borrowings consisted of security deposits and guarantees fi nancing refers to all forms of debt subject to a contract. Each received, commitments to buy out minority shareholders, earn-out contract is carried by the unit that will operate the corresponding payments, the EDF loan and leasing debt. project. It basically takes the form of a long-term borrowing (from 12 to 18 years on average) repayable depending on generation

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At 31 December 2008 Borrowings from credit (in thousands of euros) institutions (1) Other borrowings Total

Less than one year 917,114 45,933 963,047 One to ﬁ ve years 207,735 90,914 298,649 More than ﬁ ve years 562,696 85,645 648,341 TOTAL AT 31/12/2008 (RESTATED) 1,687,545 222,492 1,910,037

(1) including €3.9 million in accrued interest (due in less than one year).

21.3 Change in borrowings

Borrowings from Other (in thousands of euros) credit institutions borrowings Total

01/01/2008 restated 931,207 155,941 1,087,148 Increases (1) 2,435,969 57,540 2,493,509 Decreases (2) (1,682,854) (12,791) (1,695,645) Changes in scope of consolidation 17,313 25,384 42,697 Translation differences (7,064) (3,916) (10,980) Other (7,026) 334 (6,692) 31/12/2008 restated 1,687,545 222,492 1,910,037 Increases (3) 1,383,058 891,938 2,274,996 Decreases (4) (698,436) (205,625) (904,061) Changes in scope of consolidation (166) 97,753 97,587 Translation differences 630 925 1,555 Other (5,119) 5,105 (14) 31/12/2009 2,367,512 1,012,588 3,380,100

(1) including €13.6 million in accrued interests. (2) including negative €14.3 million in accrued interest. (3) including €4.7 million in accrued interest. (4) including negative €4.3 million in accrued interest.

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21.4 Analysis of borrowings by country Analysis of the Group’s borrowings by country at 31 December 2009:

Maturity Amount Other Total Fixed Floating Maturity 1 to 5 Maturity covered (in thousands of euros) Borrowings borrowings borrowings rate rate < 1 year years > 5 years by a swap

Germany 684 - 684 684 - 152 532 - - Belgium 194 7,263 7,457 7,457 - 968 3,228 3,261 - Bulgaria 1,851 1,622 3,473 1,608 1,865 1,436 2,037 - - Canada 32,823 - 32,823 - 32,823 34,257 (1,434) - - Spain 3,691 3,467 7,158 3,520 3,638 756 2,637 3,765 14,010 France (1) 1,152,024 760,995 1,913,019 137,946 1,775,073 900,032 792,699 220,288 841,019 Greece 181,251 36,760 218,011 (301) 218,312 90,899 56,111 71,001 84,382 Italy 193,433 51,048 244,481 3,270 241,211 123,990 48,730 71,761 157,752 Portugal 326,010 4,488 330,498 40,308 290,190 21,135 88,879 220,484 188,315 UK 51,998 46,239 98,237 430 97,807 52,724 24,087 21,426 47,621 Turkey 48,080 5,105 53,185 49,028 4,157 32,657 15,990 4,538 - United States 375,473 95,601 471,074 105,495 365,579 16,657 69,948 384,469 358,474 TOTAL 2,367,512 1,012,588 3,380,100 349,445 3,030,655 1,275,663 1,103,444 1,000,993 1,691,573 Bank overdrafts 34,924 34,924 34,924 TOTAL 3,415,024 349,445 3,065,579 1,310,587 1,103,444 1,000,993 1,691,573

(1) Including €46.9 million for the ENR group at 31 December 2008 and €94.4 million at 31 December 2009.

Analysis of the Group’s borrowings by country at 31 December 2008 (after restatement):

Maturity Amount Other Total Fixed Floating Maturity 1 to 5 Maturity covered (in thousands of euros) Borrowings borrowings borrowings rate rate < 1 year years > 5 years by a swap

Germany 890 - 890 890 - 206 608 76 - Belgium 571 4,282 4,853 4,853 - 994 1,938 1,921 - Bulgaria 3,280 20 3,300 - 3,300 1,436 1,864 - - Danemark ------Spain 4,360 4,780 9,140 3,218 5,922 2,255 2,602 4,283 16,487 France (1) 820,687 78,821 899,508 93,168 806,340 630,156 112,998 156,354 157,210 Greece 131,139 48,023 179,162 - 179,162 51,892 43,758 83,512 76,549 Italy 106,515 6,035 112,550 1,025 111,525 72,912 27,369 12,269 35,971 Mexico ------Portugal 289,893 6,757 296,650 43,532 253,118 15,357 64,529 216,764 243,056 UK 54,194 21,174 75,368 1,462 73,906 25,936 22,415 27,017 42,582 Turkey 9,965 - 9,965 9,965 - 627 3,797 5,541 - United States 266,051 52,600 318,651 53,241 265,410 161,276 16,771 140,604 101,468 TOTAL 1,687,545 222,492 1,910,037 211,354 1,698,683 963,047 298,649 648,341 673,323 Bank overdrafts 138,429 138,429 138,429 TOTAL 2,048,466 211,354 1,837,112 1,101,476 298,649 648,341 673,323

(1) Including €46.9 million for the ENR group at 31 December 2008 and €94.4 million at 31 December 2009.

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At 31 December 2009, fi xed-rate borrowings after hedging As stated in Note 21.2, borrowings due in less than one year were accounted for 60% of total borrowings (excluding bank overdrafts). primarily used to fi nance projects, prior to the arrangement of long- term fi nancing. At 31 December 2008, fi xed-rate borrowings after hedging accounted for 46% of total borrowings (excluding bank overdrafts).

21.5 Analysis of borrowings by currency

31/12/2008 (in thousands of euros) 31/12/2009 restated

Euros (EUR) 2,777,983 1,194,255 US dollar (USD) 471,074 597,261 Pound sterling (GBP) 98,238 118,501 Canadian dollar (CAD) 32,823 - Other currencies (18) 20 TOTAL 3,380,100 1,910,037

Borrowings denominated in other currencies primarily included the Turkish lira (TRL). Previously, each foreign currency asset was matched with a liability in the same currency. The holding company’s ﬁ nancial advances in foreign currencies are now hedged by derivatives rather than by liabilities in foreign currencies.

21.6 Net debt

Net debt corresponds to borrowings less short-term ﬁ nancial months that are readily convertible into cash irrespective of their receivables, cash and cash equivalents, and liquid assets. Liquid maturity and managed as part of a liquidity objective (money-market assets are ﬁ nancial assets with an initial maturity of more than three mutual funds, government bonds, negotiable debt securities).

31/12/2008 (in thousands of euros) 31/12/2009 restated

Borrowings Note 21.1 3,380,100 1,910,037 Bank overdraft Note 21.1 34,924 138,429 Impact of derivatives held as liabilities Note 16.1 61,376 60,140 Impact of derivatives held as assets Note 16.1 (40,286) (35,036) Short-term ﬁ nancial assets Note 14.1 (232,234) (175,561) Net cash at end of period Note 18 (466,285) (584,185) Net debt 2,737,595 1,313,824

The fair value of derivatives relates to interest-rate and currency derivatives (see Note 16).

Note 22. Financial risk management

22.1 Interest-rate risk To curb this risk, the Group has implemented an interest rate hedging policy generally employing interest-rate swaps. From Project financing an economic standpoint, the use of these swaps helps to convert fl oating-rate into fi xed-rate borrowings and to protect against The Group’s project fi nancing model, in particular for its wind and fl uctuations in interest payments. solar farms, is heavily reliant on debt fi nancing (principally project In general, the arranging banks request a hedge covering fi nancing). Accordingly, a signifi cant increase in interest rates may 70-100% of the amount fi nanced for 80-100% of its term. As a have an adverse impact on the profi tability of the Group’s future result, generating facilities in service benefi t from long-term fi xed projects. rates.

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Corporate borrowings Global hedging Thanks to its program of corporate borrowings, the Group has Owing to its management of project fi nancing and its corporate fl oating-rate credit lines available to it. To curb the associated risk, lines, 60% of the Group’s total borrowings and fi nancial liabilities the Group has entered into interest-rate swaps and plain vanilla (excluding bank overdrafts) carried a fi xed rate of interest either options. directly or indirectly via various instruments at 31 December 2009.

Analysis of borrowings by type of interest rate before and after swaps

31 December 2009 31 December 2008 restated Initial debt Impact of Debt structure Initial debt Impact Debt structure (in thousands of euros) structure hedges after hedging structure of hedges after hedging

Fixed rate 349,445 1,691,573 2,041,018 211,354 673,323 884,677 Floating rate 3,030,655 (1,691,573) 1,339,082 1,698,683 (673,323) 1,025,360 TOTAL 3,380,100 - 3,380,100 1,910,037 - 1,910,037

Sensitivity tests Based on the Group’s fi nancial position at 31 December 2009 and at 31 December 2008, sensitivity tests were performed to show the estimated impact on income and on equity of a +/-50 basis point fl uctuation in interest rates during 2009, given the low level of interest rates, and a +/- 100 basis point fl uctuation in interest rates during 2008.

Income statement Shareholders’ equity (in thousands of euros) +0.50% -0.50% +0.50% -0.50%

31 decembre 2009 (385) 608 35,322 (37,896) +1% -1% +1% -1% 31 decembre 2008 restated (4,042) 4,013 20,445 (48,479)

22.2 Foreign exchange risk ➤ all project fi nancing is arranged in the domestic currency of the relevant country. As a result, since the asset and corresponding This risk is linked to the Group’s business activities outside the euro fi nancing are denominated in the same currency, any distortion in zone. During 2009, the principal currencies to which the Group was their valuations at the balance sheet date is avoided; exposed are the US dollar, the sterling pound, the Canadian dollar and the Mexican peso. ➤ until late 2008, the foreign exchange risk arising from the holding company’s current accounts with its subsidiaries denominated in Currency risk was identifi ed at several levels: foreign currencies was managed by matching the relevant assets with liabilities in the same foreign currency. In 2009, the Group Foreign exchange risk associated with the balance sheet decided to put in place currency derivatives to cover this risk. ➤ a it has subsidiaries in the United States and the United Kingdom, the Group is exposed to foreign exchange risk on its balance Foreign exchange risk arising from equipment purchases sheet (impact on translation differences in shareholders’equity). This risk arises from equipment purchases in a currency other than In the consolidated fi nancial statements, the net equity of a the domestic currency used for accounting purposes. To date, chiefl y subsidiary in a foreign currency is calculated at the closing turbine purchases by the Group’s US, Mexican and UK subsidiaries exchange rate. Accordingly, currency translation differences from European manufacturers and acquisitions of photovoltaic may arise upon comparison of the valuations of a company’s net panels in smaller amounts are handled in this way. equity at two balance sheet dates, but these had only a modest impact on shareholders’equity at 31 December 2009 (negative The Group’s policy is to hedge this risk as soon as it is identifi ed change of €23 million in translation differences at 31 December based on the relevant project’s budgeted exchange rate primarily 2009) and should be seen in the context of the €1,572 million in by means of forward purchases and sales and plain vanilla options. shareholders’equity at the same date; In the event of changes in payment terms (due dates) or in the amounts committed in foreign currencies, the currency instruments used are adjusted accordingly.

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Breakdown of assets and liabilities by currency

At 31 December 2009 (in thousands of euros) EUR GBP USD Autres Total

Asset 4,157,078 253,954 1,413,769 300,316 6,125,117 Liabilities 3,468,062 60,487 870,251 153,849 4,552,649 Net position before hedging 689,016 193,467 543,518 146,467 1,572,468 Impact of hedging (22,334) (1,548) 27,841 (3,959) - Net position after hedging 666,682 191,919 571,359 142,508 1,572,468

At 31 December 2008 (restated) (in thousands of euros) EUR GBP USD Autres Total

Asset 3,156,462 188,724 1,064,606 103,332 4,513,124 Liabilities 1,791,878 159,514 1,054,758 32,916 3,039,066 Net position before hedging 1,364,584 29,210 9,848 70,416 1,474,058 Impact of hedging ----- Net position after hedging 1,364,584 29,210 9,848 70,416 1,474,058

Sensitivity tests To hedge its future purchases of assets in foreign currencies, the Group notably uses futures and options. The sensitivity tests performed on these instruments at 31 December 2009 and at 31 December 2008 show that a shift of +/-10% in exchange rates would have the following impact on its income and equity:

Income statement Shareholder’s equity (in thousands of euros) 10% -10% 10% -10%

31 December 2009 (95,169) 52,540 1,851 (13,452) 31 December 2008 1,210 215 27,141 (30,707)

22.3 Liquidity risks in their downpayments, which is liable to have an impact on the Group’s working capital requirement. Liquidity risk associated with project financing Almost all project fi nancing carries clauses requiring immediate repayment notably in the event of a failure to meet a minimum The Group’s growth model consists in developing plants generating level of debt service coverage by the project company based on its electricity, which are fi nanced using no-recourse project fi nancing revenues, which is measured by the so-called DSCR (debt service and, where appropriate, by bridge loans covering the construction coverage ratio). The loan acceleration clause is usually triggered period (large projects). when the ratio stands at below 1. The Group believes that even though fi nancing terms improved throughout 2009 without returning to the conditions seen prior to Liquidity risk arising from normal business activities the fi nancial crisis, the trend towards longer arrangement times for project fi nancing fi rst seen in 2008 gained further pace in 2009. Credit lines The Group did not see any tangible signs of a reduction in the time The Group has to fi nance the downpayments it makes when it required to arrange project fi nancing. reserves turbines, its inventories of solar panels, the working Amid the crisis, the DSSA business experienced a slowdown in 2009 capital requirement generated by sales of solar and wind energy by comparison with the record year seen in 2008. The Group has assets, and a number of wind and solar farm projects that are noted that buyers – primarily electricity companies and investment already under construction, for which no-recourse project fi nancing funds – continue to experience problems in arranging the requisite has not yet been arranged. To cover these needs, the Group had a bank fi nancing to complete deals and that buyers are increasingly total of €1,566 million in available corporate credit lines and bank requiring longer payment periods to enable them to arrange overdraft facilities at 31 December 2009. These amounts include a fi nancing. In addition, particularly in the United States, the Group €640 million credit line entered into with the EDF group, the size of has noted that power companies are tending to seek reductions which may be increased, if need be.

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The counterparties for all the bank credit lines are prime French Cash surpluses and international institutions. The Group has centralized Where the legislation and project fi nancing agreements so the arrangement and use of these fi nance facilities and thus permit, the Group centralizes the management of cash surpluses. management of the corresponding risks. As the amounts drawn It secures its fi nancial investments by systematically opting for down on these lines are to be repaid in less than one year, the Group money-market and/or bond investments. These investments, with classifi es these lines under current fi nancial liabilities. average maturities of less than 3 months, are made with prime The corporate borrowings arranged with lenders from outside the counterparties. At 31 December 2009, the Group held €431 million Group carry loan acceleration clauses taking into account various in cash. ratios, including an EBITDA/net fi nancial expense ratio that must generally be above 2x and a maximum debt level.

➤ CREDIT LINES AT 31 DECEMBER 2009

(in thousands of euros) Amount Drawn down Not used

Medium-term line

➤ repayable in 2010 130 130 -

➤ repayable in 2011 225 225 -

➤ repayable in 2012 670 670 -

➤ repayable in 2013 220 220 -

➤ repayable in 2014 100 100 - TOTAL 1,345 1,345 0

364-day lines renewable (1)

➤ repayable in 2010 108 108 - Bank overdrafts 113 35 78 TOTAL 1,566 1,488 78

(1) Credit line backed by cash flow.

➤ CREDIT LINES AT 31 DECEMBER 2008

(in thousands of euros) Amount Drawn down Not used

Medium-term line

➤ repayable in 2009 60 57 3

➤ repayable in 2010 100 98 2

➤ repayable in 2012 670 115 555

➤ repayable in 2013 220 204 16 TOTAL 1,050 474 576

Bank overdrafts 140 138 2 TOTAL 1,190 612 578

Maturity schedule of financial liabilities includes the construction period. The amounts borrowed thus based on contractually agreed cash flows increase through to the commissioning date of the wind farms, which is scheduled for certain projects after 31 December 2009. This maturity schedule has been prepared based on contractually agreed cash fl ows, which have not been discounted and may differ The following table shows the proportion of short-term repayments from the amounts shown on the balance sheet at 31 December 2009. less contractually agreed draw-downs in the cash fl ows due in less than one year column. It takes into account the fi nancing of projected expenditure for wind farms under construction if the pre-agreed project fi nancing

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Carrying amount, net Contractually agreed cash fl ows Less than One to More than (in thousands of euros) Current Non-current Total one year fi ve years fi ve years Total

Borrowings from credit institutions 1,174,225 1,193,287 2,367,512 1,029,857 598,614 1,248,214 2,876,685 Other borrowings 101,438 911,150 1,012,588 102,448 765,777 151,824 1,020,049 Bank overdrafts 34,924 - 34,924 34,924 - - 34,924 Net interest rate hedge derivatives (liabilities-assets) - 49,712 49,712 30,338 14,340 (34,912) 9,766 Currency of hedge derivatives 5,559 - 5,559 5,559 - - 5,559 Trading derivatives 987 - 987 987 - - 987 Trade payables 230,242 - 230,242 230,242 - - 230,242 Other payables (1) 199,571 - 199,571 199,571 - - 199,571

(1) Advance payments received, amounts due on non-current assets and other current liabilities (Note 17.4) are included in other payables in the liquidity risk table.

22.4 Credit risk that insurance- and fi nancing-related risks currently account for a large proportion of its exposure to counterparty risks, in line with In line with IFRS 7, credit risk represents the risk of a fi nancial the provisions of its risk management policy. loss for the Group should a customer or a fi nancial instrument counterparty breach its contractual obligations. The carrying amount of fi nancial assets represents the Group’s maximum exposure to credit risk. During 2009, the Group continued to develop and implement a € counterparty risk quantifi cation and management policy. This The maximum exposure to credit risk stood at 1,510 million at management policy, which is centralized at the head offi ce for all 31 December 2009. This represents the carrying amount of the Group units, is predicated on four major pillars: the risk of unpaid assets presented in Note 23. invoices, the risk of non-performance of a third party’s contractual The Group’s fi nancial receivables primarily comprise receivables due commitments to the Group, insurance-related risk and, lastly, the from proportionally consolidated companies developing wind farms treasury and fi nancing risk. and from unconsolidated companies. In the case of proportionally As part of its policy of controlling the risk of unpaid invoices, the consolidated companies developing wind farms, the receivables do Group is careful to work only with major players in the energy market not carry any risk because they serve to fi nance the development (utilities in the United States, EDP in Portugal, etc.). Specifi cally of assets and construction while project fi nancing is arranged, and in connection with the DSSA activities, the Group is careful not in the vast majority of cases, the assets and shares of the project to become or remain dependent on any of its customers. These companies are pledged to the Group. As for the receivables due strategies currently help it to identify and manage most effectively from unconsolidated subsidiaries, the Group fi nances innovative the exposure inherent in its business activities. development projects, where the fi nancial commitments remain coherent with the group’s equity and income in terms of their Based on the market’s fundamentals, the diversifi cation of impact. What’s more, the Group curbs its credit risk by working procurement sources is regarded as one of the Group’s priorities. with well-respected partners, such as the CEA and Photowatt, as This process of signing long-term contracts with key players, which well as by conducting rigorous and frequent monitoring of the was initiated during 2007, has enabled the Group to secure its spending committed to these programmes, progress made and supply chain in an environment characterized by strong demand. their profi tability. It is able to call a rapid halt to these investments The Group undertakes to call upon the services of only prime where its profi tability and process standards are not met. institutions in the conduct of its business activities since it is aware

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Note 23 Fair value of financial instruments

The following table shows the fair value of ﬁ nancial assets and liabilities, as well as their carrying amount on the balance sheet.

31 December 2009 31 December 2008 restated (in thousands of euros) Carrying amount Fair value Carrying amount Fair value

Assets Available-for-sale ﬁ nancial assets 49,690 49,690 47,503 47,503 Positive fair value of hedging derivatives 39,606 39,606 34,991 34,991 Positive fair value of trading derivatives 680 680 45 45 Assets at amortized cost 1,419,936 1,419,936 1,399,319 1,399,319 Loans and ﬁ nancial receivables 282,060 282,060 219,404 219,404 Trade receivables 374,014 374,014 301,687 301,687 Other receivables (1) 297,577 297,577 294,043 294,043 Cash and cash equivalents on balance sheet (3) 466,285 466,285 584,185 584,185 Liabilities Liabilities at amortized cost 3,844,838 3,848,137 2,513,748 2,531,477 Borrowings 3,380,100 3,383,399 1,910,037 1,927,766 Floating rate 3,030,655 3,030,655 1,698,683 1,698,683 Fixed rate 349,445 352,744 211,354 229,083 Trade payables 230,242 230,242 218,019 218,019 Other payables (2) 199,571 199,571 247,263 247,263 Bank overdrafts 34,925 34,925 138,429 138,429 Negative fair value of hedging derivatives 60,389 60,389 58,435 58,435 Negative fair value of trading derivatives 987 987 1,705 1,705

(1) Other receivables include the advance payments made by the Group and other amounts due (see Note 17.3) (2) Other payables include advance payments received, amounts due on non-current assets and other amounts payable (see Note 17.4) (3) Change in presentation: The debt service reserve accounts are now shown under loans and financial receivables, rather than under treasury held in escrow accounts. The impact of this change stands at €45.2 million at the beginning of 2008 and €49.3 million at the end of 2008.

Fair value hierarchy at 31 December 2009 ➤ Level 2: fi nancial instruments measured using valuation techniques based on observable data; Financial instruments at fair value are classifi ed using the following fair value hierarchy: ➤ Level 3: fi nancial instruments measured using valuation techniques based wholly or partially on unobservable data. ➤ Level 1: fi nancial instruments traded in an active market;

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in thousands of euros Level 1 Level 2 Level 3

Available-for-sale ﬁ nancial assets (1) 828 - - Hedging derivatives held as assets - 39,606 - Trading derivatives held as assets - 680 - TOTAL ASSETS 828 40,286 - Hedging derivatives held as liabilities - 60,389 - Trading derivatives held as liabilities - 987 - TOTAL LIABILITIES - 61,376 - TOTAL FAIR VALUE 828 (21,090) -

(1) The “Available-for-sale financial assets” line does not include shares in unlisted companies and carried at cost.

Note 24 Deferred taxes

24.1 Analysis of deferred taxes by origin

31/12/2008 (in thousands of euros) 31/12/2009 restated

Deferred tax assets Subsidies 785 1,445 Elimination of proﬁ t/loss on internal transactions 41,552 16,803 Tax loss carry forwards 109,638 70,762 Offset between deferred tax assets and liabilities (163,592) (81,097) Other 61,501 32,389 TOTAL DEFERRED TAX ASSETS 49,884 40,302 Deferred tax liabilities Depreciation adjustment (including accelerated depreciation) (180,529) (109,197) Fair value adjustments arising from business combinations (30,225) (23,710) Offset between deferred tax assets and liabilities 163,592 81,097 Other (64,148) (42,771) TOTAL DEFERRED TAX LIABILITIES (111,310) (94,581) Net deferred taxes (61,426) (54,279)

At 31 December 2009, the total amount of unrecognized deferred tax assets stood at €9.6 million, including €3.2 million in respect of the 2009 ﬁ nancial year.

24.2 Maturity of deferred taxes

31/12/2008 (in thousands of euros) 31/12/2009 restated

Deferred tax assets 49,884 40,302

➤ recoverable in more than 12 months 49,884 40,302 Deferred tax liabilities 111,310 94,581

➤ recoverable in more than 12 months 111,310 94,581

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24.3 Change in deferred tax

Deferred tax Deferred tax Net (in thousands of euros) assets liabilities deferred taxes

Position at 1st December 2008 (restated) 16,745 53,625 (36,880) Change in tax bases 28,143 64,537 (36,394) Changes in the scope of consolidation 3,151 2,158 993 Translation differences (233) (811) 578 Impact on reserves 18,092 896 17,196 Goodwill allocation --- Other (39) (267) 228 Offset between deferred tax assets/liabilities (25,557) (25,557) - Position at 31 December 2008 (restated) 40,302 94,581 (54,279) Change in tax bases 91,734 96,129 (4,395) Changes in the scope of consolidation 2,381 1,060 1,321 Translation differences 395 481 (86) Impact on reserves (2,433) (5,393) 2,960 Goodwill allocation - 9,659 (9,659) Other - (2,712) 2,712 Offset between deferred tax assets/liabilities (82,495) (82,495) - POSITION AT 31 DECEMBER 2009 49,884 111,310 (61,426)

24.4 Reconciliation of theoretical tax expense to actual tax expense

(in thousands of euros) 2009 2008 restated

Income before tax and minority interests 126,110 117,911 Impairment losses on goodwill 697 - Income before tax and minority interests and impairment losses on goodwill 126,807 117,911 Standard tax rate 34.43% 34.43% Theoretical tax expense (43,660) (40,597) Differences in tax rate (743) (1,636) Permanent differences (9,683) (2,335) Taxes with no base (12,425) 449 Other (1) 581 945 Actual tax expense (21,390) (38,020)

(1) Including unrecognized deferred tax assets.

Based on income before tax of €126.1 million in the fi nancial year to with Greentech Energy Systems A/S and the realization in France 31 December 2009, the effective tax rate stood at 16.96%. of capital gains on disposals of investments in unconsolidated subsidiaries at a rate of around 1.72%, The difference with the standard income tax rate in France of 34.43% for the 2009 fi nancial year is attributable chiefl y to: – a non-recurring tax credit in Italy owing to the adoption of the

➤ the following effects, leading to a reduction in the effective tax “Tremonti-ter” temporary tax measure promoting investment rate: that beneﬁ ted the Bonorva wind energy project,

– non-recurring income not subject to tax, notably arising from the – the lower tax rates in several countries in which the Group recognition of negative goodwill not subject to tax on the Monte operates (chieﬂ y the United Kingdom, Italy, Portugal, Turkey and Grighine project in connection with the partnership entered into Bulgaria),

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– the impact of using tax credits in the United States (PTC and ITC) ➤ the following effects, leading to an increase in the effective tax earned in the period and those accumulated in previous ﬁ nancial rate: years in connection with the operation of wind farms, – the permanent non-deductibility for tax purposes of certain – the recognition of previously unrecognized tax losses, expenses,

– research tax credits. – the impact of not recognizing certain tax losses, chieﬂ y in Greece.

Note 25 Provisions

31 December 2009 31 December 2008 restated (in thousands of euros) Current Non-current Total Current Non-current Total

Provisions for employee beneﬁ ts - 2,207 2,207 - 1,475 1,475 Other provisions: Provisions for risks relating to investments - 5 5 - 5 5 Provisions for legal disputes 1,400 445 1,845 894 481 1,375 Provisions for asset retirement obligations and liabilities - 1,338 1,338 - 1,284 1,284 Provisions for guarantee - 8,951 8,951 - 8,972 8,972 Other 4,856 7,019 11,875 - 2,615 2,615 TOTAL 6,256 19,965 26,221 894 14,832 15,726

Provisions Provisions for asset Provisions for risks Provisions retirement for employee relating to for legal obligations Provisions for (in thousands of euros) beneﬁ ts investments disputes and liabilities guarantéee Other Total

Provisions at 1 January 2008 restated 140 5,400 - 1,238 - 2,037 8,815 Changes in the scope of consolidation 1,315 27 341 - 8,863 1,592 12,138 Provisions used (44) - (173) - (1,407) (2,462) (4,086) Surplus or unused provisions - (5,388) ----(5,388) Charges to provisions 64 - 1,207 - 1,298 1,426 3,995 Translation differences - - - (5) - 12 7 Other - (34) - 51 218 10 245 Provisions at 31 December 2008 restated 1,475 5 1,375 1,284 8,972 2,615 15,726 Changes in the scope of consolidation -----2121 Provisions used (19) - (986) - (1,674) (881) (3,560) Surplus or unused provisions - (57) - - - (164) (221) Charges to provisions 722 - 1,471 - 1,653 10,048 13,894 Translation differences - - (15) 2 - 220 207 Other 29 57 - 52 - 16 154 PROVISIONS AT 31 DECEMBER 2009 2,207 5 1,845 1,338 8,951 11,875 26,221

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The balance of €26.2 million at 31 December 2009 primarily of certain projects in France and €4.3 million in Greece and comprises the following items: €2.3 million in other provisions to cover risks at Tenesol.

➤ €9 million in provisions for warranties, including €8.2 million in Changes over the period were primarily attributable to the following respect of the obligation to replace batteries and other obligations items: in connection with the solar tax relief projects handled by the ➤ €13.9 million in allowances comprising, among other items, a Tenesol group; €4.1 million addition to provisions concerning risks related to ➤ €1.3 million in provisions for asset retirement obligations the completion of certain projects in France and €4.3 million in and liabilities, with the change resulting chiefl y from the time Greece, various additions amounting to €1 million to cover risks adjustment of the discounted values; at Tenesol, €1.1 million in additions to provisions for litigation at subsidiaries of the EDF ENR group and €1.6 million in additions ➤ €2.2 million in provisions for employee benefi ts. This amount to provisions for warranties granted by the Tenesol group; corresponds solely to benefi ts payable upon retirement (including €1.2 million in provisions for employee benefi ts related to Supra); ➤ €3.5 million in write-backs owing notably to the use of €0.7 million in provisions for litigation at EDF ENR group ➤ €1.8 million in provisions for litigation (including €1 million subsidiaries, €1.4 million in write-backs of provisions for related to litigation with customers at subsidiaries of the EDF ENR warranties and €1.1 million in various write-backs of provisions group and €0.5 million in the United States); for risks at Tenesol. ➤ €11.9 million in other provisions chiefl y attributable to €4.1 million in provisions to cover risks related to the completion

Note 26 Provisions for employee benefits

26.1 Description of actuarial assumptions applied An actuarial valuation of obligations was performed for the principal companies affected. Calculations include projections for staff turnover, mortality and salary growth. The discount and inﬂ ation rates applied are as follows:

31/12/2009

Actualisation rate 5.50% Inﬂ ation rate 2%

26.2 Change in obligations

Beneﬁ ts payable (in thousands of euros) upon retirement Jubilee beneﬁ ts Total

Provision at 31/12/2008 1,396 79 1,475 Changes in the scope of consolidation 29 29 Service cost 674 674 Interest expense 29 29 Change in obligations at end of period 2,128 79 2,207 Value of plan assets --- PROVISION AT 31 DEC. 2009 2,128 79 2,207

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Note 27 Notes to the consolidated cash flow statement

27.1 Depreciation and amortization, provisions and impairment losses charged to income of the period

31/12/2008 (in thousands of euros) 31/12/2009 restated

Intangible assets 3,626 983 Property, plant and equipment 107,527 65,428 Financial assets 19,721 4,767 TOTAL DEPRECIATION AND AMORTIZATION ON NON-CURRENT ASSETS 130,874 71,178

Impairment losses on available-for-sale ﬁ nancial assets -- TOTAL DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES ON NON-CURRENT ASSETS 130,874 71,178

Employee beneﬁ t obligations Other provisions 10,113 (5,515) TOTAL NET INCREASE IN PROVISIONS 10,113 (5,515) TOTAL NET EXPENSES EXCLUDING CURRENT ASSETS 140,987 65,663

27.2 Elimination of capital gains/(losses) and dilution gains/(losses)

31/12/2008 (in thousands of euros) 31/12/2009 restated

Capital gains/(losses) on the sale of intangible assets 414 833 Capital gains/(losses) on the sale of property, plant and equipment 856 (18,035) Capital gains/(losses) on the sale of ﬁ nancial assets (3,237) 247 Capital gains/(losses) on the sale of investments in non-consolidated companies (1) (394) (916) TOTAL (2,361) (17,871)

(1) The difference of €43,000 with the deconsolidation gain/(loss) in Note 5 derives primarily from the dilution gain/(loss) on Mexico.

27.3 Other non-cash income and expenses

31/12/2008 (in thousands of euros) 31/12/2009 restated

Borrowings from credit institutions (5,263) 8,709 Financial payables (1) (42) 1,949 Downpayment for non-current assets (2) (888) (7,079) Other trade payables (3) 10,214 10,886 Other receivables and other payables (4) (20,650) (9,191) TOTAL (16,629) 5,274

Other non-cash income and expenses: (1) with regard to financial receivables, they reflect foreign exchange gains or losses on net investments in foreign operations; (2) with regard to advance payments for non-current assets, they reflect foreign exchange gains or losses on the La Ventosa project in Mexico in 2008; (3) with regard to other trade payables, they represent foreign exchange gains or losses recognized on foreign currency assets or liabilities; (4) with regard to other receivables and other payables, they comprise the negative goodwill recognized on income and discounting expenses.

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27.4 Acquisitions and disposals of non-current assets

31/12/2008 (in thousands of euros) 31/12/2009 restated

Acquisitions of intangible assets (10,262) (3,243) Acquisitions of property, plant and equipment (1,195,315) (1,020,231) Total acquisitions of intangible assets and property, plant and equipment (1,205,577) (1,023,474) Amounts payable on acquisitions of intangible assets 5,568 (152) Amounts payable on acquisitions of property, plant and equipment (77,779) 56,008 Change in amounts payable on acquisitions of property, plant and equipment and intangible assets (72,211) 55,856 TOTAL ACQUISITIONS OF NON-CURRENT ASSETS (1,277,788) (967,618)

31/12/2008 (in thousands of euros) 31/12/2009 restated

Proceeds from the sale of intangible assets 15 - Proceeds from the sale of property, plant and equipment 27,684 60,203 Total proceeds from the sale of property, plant and equipment and intangible assets 27,699 60,203 Proceeds due from sales of property, plant and equipment 37 (24) Change in proceeds due from the sale of property, plant and equipment and intangible assets 37 (24) Proceeds from the sale of non-current ﬁ nancial assets 3,963 5,728 Receivables on the sale of non-current ﬁ nancial assets (504) - Change in proceeds due from sales of non-current assets 3,459 5,728 TOTAL SALES OF NON-CURRENT ASSETS 31,195 65,907

27.5 Impact of changes in scope of consolidation

31 December 2009 31 December 2008 restated (in thousands of euros) Acquisitions Disposals Net Acquisitions Disposals Net

Acquisitions

➤ Acquisition cost (1) (34,918) - (34,918) (60,289) - (60,289)

➤ Cash acquired (2) 4,748 - 4,748 (2,421) - (2,421) Impact of additions to the scope of consolidation (30,170) - (30,170) (62,710) - (62,710) Disposals (3) -

➤ Sale proceeds - 1,183 1,183 - - -

➤ Cash transferred out of Group - (586) (586) - (14) (14) Impact of deconsolidations - 597 597 - (14) (14) Net impact of changes in scope of consolidation - - (29,573) - - (62,724)

(1) In 2009: reflects principally the acquisition of an additional 31% interest in PPT, 50% of Turkish company Soma, the acquisition of Italian companies Bonorva and Greentech Monte Grighine, the purchase of Spanish company Aavyc Gestion and an earn-out payment related to Noréole shares. In 2008: reflects the acquisition of the EDF Energies Réparties group, the Polat Enerjy group (Turkey), Spanish company Aproving and the acquisition of additional shares in Fotosolar and Espiga, as well as various earn-out payments related to the acquisitions made in 2007. (2) chiefly reflects the switch from equity accounting to full consolidation for PPT. (3) chiefly reflects the disposal of Seclin and Chabossière.

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Note 28 Contingent asset and liabilities

As part of the development of projects, the Group may sign If progress is not deemed sufﬁ cient to guarantee proper completion partnership agreements with third parties from time to time. of the project, no liability is recognized. If the project progress Pursuant to these agreements, the Group pays them a fee, in the makes the payment of a fee to these third parties probable, a event the project is completed, either in the form of a ﬁ xed or contingent liability is recognized. proportional (to the capacity developed, the cost of construction, The amount of contingent liabilities due in respect of these projects etc.) amount or a percentage of the facility’s future income, or the under development is described below (in millions of euros): acquisition of a shareholding in a project company.

Type of fee in millions of euros 31/12/2009 31/12/2008 Fixed 37.6 9.7 Percentage of income 5.9 3.0 TOTAL CONTINGENT LIABILITIES 43.5 12.7

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Note 29 Off-balance sheet commitments

Milestones Less than From 1 to 5 More than 31/12/2008 (in millions of euros) 1year years 5years 31/12/2009 restated

Commitments given 1,657.6 1,974.9 1,549.8 5,182.3 4,448.9 Securities and other guarantees given (1) 750.7 325.5 25.9 1,102.2 1,108.1 Collateral, mortgages and other security agreements (2) 103.4 200.7 1,299.6 1,603.6 1,010.1 Other commitments given (3) 803.5 1,448.7 224.3 2,476.5 2,330.7 Commitments received 1,857.0 1,844.1 225.6 3,926.7 4,104.3 Securities and other guarantees received (1) 540.8 288.8 2.8 832.4 1,158.4 Other commitments received (3) 1,316.2 1,555.3 222.8 3,094.3 2,945.9 COMMITMENTS RECEIVED 1,255.6 344.6

(1) Securities and other guarantees given: The Group regularly works on turnkey wind farm and photovoltaic facility construction contracts in the United States and Europe. Where these contracts represent major transactions, customers and/or financial partners may require completion guarantees. At 31 December 2009, €769 million in guarantees of this type had been granted for wind and solar facilities. They represented €599.8 million in the United States, €109.7 million in France, €43.2 million in Germany and €16.3 million in Spain. In addition, payment guarantees, securities and other commitments totaling €333 million were granted. Securities and other guarantees received: Under the turnkey contracts referred to above, the Group secures payment guarantees from customers and/or financial partners. These payment guarantees amounted to €751.8 million. The difference between the performance guarantees granted and the payment commitments secured derives from downpayments made by customers and/or financial partners. Other guarantees and various commitments totaling €80.6 million were secured. (2) Collateral, mortgages and other security agreements: Collateral and other real security interests are granted mainly in connection with project financing: €169.7 million in pledges of the shares in the Group’s subsidiaries at 31 December 2009. Of this amount, the largest proportion is accounted for by the pledge of shares in subsidiaries in Italy (€77.2 million), Portugal (€52.4 million) and Greece (€29.4 million); Pledges of other assets (wind and solar farms held as assets, receivables held) as collateral for borrowings amounted to €1,434 million at 31 December 2009 and primarily consisted of assets pledged in North America (€373.1 million), Italy (€381 million), Portugal (€360 million), Greece (€170 million), the United Kingdom (€84.2 million), France (€32.7 million) and the rest of Europe (€33.2 million). Financing arranged for new projects was higher than in 2008. The volume of assets pledged amounted to 35.5% of consolidated property, plant and equipment. (3) Other commitments given: At 31 December 2009, other commitments given include €2,089.1 million in commitments linked to orders of turbines and of photovoltaic modules and long-term supply contracts. This item also includes €274.4 million in leases and long-term service agreements. The consideration received in return for these commitments is hard to evaluate but significant. It takes the form of warranties covering installations’ technical performance with regard to wind energy, water flow or fuel quantities. Lastly, the other commitments given comprise €113 million in commercial commitments (chiefly the exit penalty of €45 million in connection with construction of the First Solar plant). Other commitments received: The commitments received include €2,192.9 million in reciprocal commitments on these orders for non-current assets and supply contracts, as well as €274.8 million in leases and long-term service agreements. Commitments received also include €51.9 million in commercial commitments. Lastly, commitments received include project financing credit facilities granted by banks but not yet in use, amounting to €578 million, €500 million of which was granted by the European Investment Bank to finance future solar projects.

Note 30 Business combinations

The signiﬁ cant businesses combinations in 2009 derived from the ➤ the acquisition in Italy of a 50% interest in Greentech Monte following transactions: Grighine, which is fully consolidated based on a percentage rate of 47.5%; ➤ the acquisition in Italy of a 100% interest in Bonorva, which is fully consolidated based on a percentage rate of 95% and revaluation ➤ in France, acquisition of control in January 2009 of Photon Power of assets; Technologies and Photon Power Industry (PPI), previously accounted for under the equity method. Acquisition of an 80% interest in Photon Power Technologies and subscription of PPI’s

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capital increase (subsidiary of Photon Power Technologies) over Goodwill is calculated based on the initial cost of acquisition and on and above the Group’s existing rights. The Group already held an estimate of likely earn-out payments. These estimates are subject a 20% interest in Photon Power Technologies. Following this to future revision, automatically leading to subsequent changes in transaction, Photon Power Technologies and PPI have been fully the value of the relevant goodwill. In 2009, this involved, in respect consolidated based on a percentage rate of 50%; of a previous acquisition, the adjustment of the acquisition price for Aproving, leading to reduce goodwill by €1 million. ➤ acquisition in Spain of full ownership of Aavyc Gestion 2000, which is fully consolidated; Commitments to buy out non-controlling interests provided for contractually are recognized in borrowings and reﬂ ect the cost of ➤ acquisition in Turkey of a 50% interest in Soma, which is now acquiring the corresponding minority interests (see Note 10 on proportionally consolidated based on a percentage rate of 50% goodwill). compared with 25% in 2008.

Data concerning these acquisitions is presented below. ➤ ANALYSIS OF ACQUISITION COST

(in thousands of euros) Bonorva Greentech Monte Grighine Group PPT-PPI Aavyc Gestion 2000 Soma

Acquisition 3,657 13,187 4,804 2,801 8,405 Debt arising on share acquisitions 3,747 - 19,110 - - Direct costs linked to the acquisition - - - - - Fair value of shares issued - - - - - TOTAL ACQUISITION COST 7,404 13,187 23,914 2,801 8,405 Fair value of net assets acquired 7,404 33,473 2,039 2,801 7,935 Goodwill arising on the acquisitions 0 (20,286) 21,875 (0) 470

➤ ANALYSIS OF NET ASSETS ACQUIRED

Bonorva Greentech Monte Grighine Group PPT-PPI Carrying Carrying Carrying (in thousands of euros) Fair value amount Fair value amount Fair value amount

Assets Non-current assets 12,256 1,632 116,727 116,727 2,430 2,430 Cash and cash equivalents - - 7 7 4,624 4,624 Inventories ----3,998 3,998 Other assets 109 109 9,310 9,310 46,346 46,346 TOTAL ASSETS 12,365 1,741 126,044 126,044 57,398 57,398 Liabilities Borrowings 964 964 57,000 57,000 29,194 29,194 Fair value of hedging instruments ------Trade payables 0 0 - - 18,108 18,108 Other liabilities 3,997 767 2,098 2,098 8,039 8,039 NET ASSETS 7,404 10 66,946 66,946 2,057 2,057 Minority interests - - (33,473) (33,473) (18) (18) Net assets acquired 7,404 10 33,473 33,473 2,039 2,039 Net result since the acquisition date - 7,415 - (81) - (12,675) NET INCOME GROUP SHARE - 7,045 - (38) - (6,337)

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Aavyc Gestion 2000 Soma (1) (in thousands of euros) Fair value Carrying amount Fair value Carrying amount

Assets Non-current assets 4,612 677 17,296 17,296 Cash and cash equivalents 1 1 224 224 Inventories ---- Other assets 73 73 2,038 2,038 TOTAL ASSETS 4,686 751 19,558 19,558 Liabilities Borrowings - - 8,057 8,057 Fair value of hedging instruments ---- Trade payables 704 704 2,533 2,533 Other liabilities 1,181 - 1,033 1,033 NET ASSETS 2,801 47 7,935 7,935 Minority interests ---- Net assets acquired 2,801 47 7,935 7,935 Net result since the acquisition date - (11) - (47) NET INCOME GROUP SHARE - (10) - (47)

(1) The figures show the portion acquired during the financial year, i.e. 25%, as Soma is proportionally consolidated.

Note 31 Related party transactions

➤ INCOME STATEMENT (in thousands of euros)

Revenues Operating expenses Financial income Financial expenses 31/12/2008 31/12/2008 31/12/2008 31/12/2008 Company 31/12/2009 restated 31/12/2009 restated 31/12/2009 restated 31/12/2009 restated

Shareholders 90,198 50,355 (3,964) (3,316) - - (8,200) (1,764) Joint ventures 14,449 8,081 (42,046) (111) 3,124 2,663 (40) (2) Associates - 15,845 - (2,883) 1,464 1,456 (2) (655) Companies over which the Group’s managers exercise signiﬁ cant inﬂ uence ------TOTAL 104,647 74,281 (46,010) (6,310) 4,588 4,119 (8,242) (2,421)

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➤ BALANCE SHEET - ASSETS (in thousands of euros)

Comptes courants ﬁ nanciers Loans and receivables Trade receivables Prepaid expenses (cash pooling) 31/12/2008 31/12/2008 31/12/2008 31/12/2008 Company 31/12/2009 restated 31/12/2009 restated 31/12/2009 restated 31/12/2009 restated

Shareholders - - 11,121 5,629 459 558 41,493 15,378 Joint ventures 112,765 79,442 852 1,854 - - Associates 6,620 34,074 - 13,652 ---- Companies over which the Group’s managers exercise signiﬁ cant inﬂ uence ------TOTAL 119,385 113,516 11,973 21,135 459 558 41,493 15,378

➤ BALANCE SHEET - LIABILITIES (in thousands of euros)

Borrowings Trade payables Advances from shareholders 31/12/2008 31/12/2008 31/12/2008 Company 31/12/2009 retraité 31/12/2009 retraité 31/12/2009 retraité

Shareholders 640,944 - - 1,189 5,300 - Joint ventures 347 1,010 8,893 35 30 328 Associates 62 60 - 2,584 1,134 890 Companies over which the Group’s managers exercise signiﬁ cant inﬂ uence ------TOTAL 641,353 1,070 8,893 3,808 6,464 1,218

Shareholder solely refers to EDEV, EDF and the Mouratoglou group. Joint ventures are consolidated proportionally. Associated companies include equity consolidated entities, as well as Dalkia. Transactions between related parties are not offset against each other.

Note 32 Subsequent events

No signiﬁ cant events occurred after the balance sheet date.

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Note 33 Scope of consolidation

FC: Full Consolidation PC: Proportionnally Consolidation EM: Equity Minorities NI: Not Integrated 31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO

EDF Energies Nouvelles SA EDF Energies Nouvelles France France 100.00% 100.00% FC 100.00% 100.00% FC 434.689.915 Parc Eolien d’Antifer France 100.00% 100.00% FC 100.00% 100.00% FC 434.518.999 Parc Eolien de Luc sur Orbieux France 100.00% 100.00% FC 100.00% 100.00% FC 434.518.577 Parc Eolien d’Oupia France 100.00% 100.00% FC 100.00% 100.00% FC 434.518.437 Parc Eolien de Castanet France 100.00% 100.00% FC 100.00% 100.00% FC 437.923.402 Parc Eolien de la Cote de Jade France 90.00% 90.00% FC 90.00% 90.00% FC 438.147.456 Parc Eolien des Polders du Dain France 100.00% 100.00% FC 100.00% 100.00% FC 438.147.324 Parc Eolien de Fiennes France 100.00% 100.00% FC 100.00% 100.00% FC 438.540.312 Parc Eolien de Villeseque France 100.00% 100.00% FC 100.00% 100.00% FC 434.519.088 Parc Eolien de La Conque France 100.00% 100.00% FC 100.00% 100.00% FC 441.054.186 Parc Eolien de Calsigas France 100.00% 100.00% FC 100.00% 100.00% FC 449.604.701 Parc Eolien de Puech Negre France 100.00% 100.00% FC 100.00% 100.00% FC 449.759.216 Parc Eolien de Cabreirens France 100.00% 100.00% FC 100.00% 100.00% FC 449.759.158 EDF EN Services France 100.00% 100.00% FC 100.00% 100.00% FC 387.498.926 Veulette France 51.00% 51.00% FC 51.00% 51.00% FC 495.268.435 Électrique de l’Atlantique France 100.00% 100.00% FC 100.00% 100.00% FC 403.460.355 Hydroélectrique du Canal Saint Louis France 100.00% 100.00% FC 100.00% 100.00% FC 401.470.380 SIIF Ghana France 100.00% 100.00% FC 100.00% 100.00% FC 424.132.587 TREE France 100.00% 100.00% FC 100.00% 100.00% FC 439.959.412 TAC Martinique (ex EnXco SAS) France 100.00% 100.00% FC 100.00% 100.00% FC 439.420.738 Solaire Participation France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc éolien des Barthes France (1) 100.00% 100.00% FC 0.00% 0.00% NI Neuvy et Villars France (1) 100.00% 100.00% FC 0.00% 0.00% NI Manosque France (1) 100.00% 100.00% FC 0.00% 0.00% NI Sainte Tulle France (1) 100.00% 100.00% FC 0.00% 0.00% NI Gabardan Trackers France (1) 100.00% 100.00% FC 0.00% 0.00% NI Colsun France (1) 50.00% 50.00% PC 0.00% 0.00% NI Gabardan 1 France (1) 100.00% 100.00% FC 0.00% 0.00% NI Gabaradn 4 France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Éolien de la Petite Moure France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Éolien de la Pierre France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Éolien du Nipleau France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Éolien des 3 Frères France (1) 100.00% 100.00% FC 0.00% 0.00% NI SIIF Energies Outre Mer France 100.00% 100.00% FC 100.00% 100.00% FC 389.475.294 SDES Services France 100.00% 100.00% FC 100.00% 100.00% FC 433.719.242 Éolienne Sainte Rose France 100.00% 100.00% FC 100.00% 100.00% FC 445.088.990 SIIF Guadeloupe Services France 100.00% 100.00% FC 100.00% 100.00% FC 438.147.910 Réunion 1 France 100.00% 100.00% FC 100.00% 100.00% FC 422.092.841

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO Petit Canal 1 France 50.00% 50.00% PC 50.00% 50.00% PC 453.931.693 Petit Canal 2 France 100.00% 100.00% FC 100.00% 100.00% FC 435.266.473 Petit Canal 3 France 100.00% 100.00% FC 100.00% 100.00% FC 443.664.065 Petit François France 100.00% 100.00% FC 100.00% 100.00% FC 435.266.929 SIIF Réunion Services France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Solaire de la Roseraye France (1) 100.00% 100.00% FC 0.00% 0.00% NI Lou Paou France 100.00% 100.00% FC 100.00% 100.00% FC 491.249.819 Centrale solaire de Narbonne France 100.00% 100.00% FC 100.00% 100.00% FC 500.682.313 Noréole France 100.00% 100.00% FC 100.00% 100.00% FC 445.203.128 EDF EN Developpement France 100.00% 100.00% FC 100.00% 100.00% FC 493.536.676 Parc Eolien de Salles Curan France 100.00% 100.00% FC 100.00% 100.00% FC 449.597.046 Parc Eolien Chemin d’Ablis France 100.00% 100.00% FC 100.00% 100.00% FC 479.892.812 EDF ENR France 50.00% 50.00% FC 50.00% 50.00% FC Supra France (4) 40.64% 81.28% FC 41.20% 82.41% FC Tenesol France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Caraïbes France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol services caraïbes France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Ocean indien France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol services Ocean indien France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Mayotte France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Nouvelle Calédonie France 24.75% 50.00% PC 24.75% 50.00% PC Tenesol Nouvelle Calédonie Services France 24.75% 50.00% PC 24.75% 50.00% PC Tenesol Polynésie France 12.75% 25.50% PC 12.75% 25.50% PC Tenesol Polynésie Services France 12.75% 50.00% PC 12.75% 50.00% PC Tenesa South Africa 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Manufacturing South Africa 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Afrique de l’ouest Senegal 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Energie Maroc Morroco 24.98% 50.00% PC 24.98% 50.00% PC Temasol Morroco 24.97% 50.00% PC 24.97% 50.00% PC Tenesol Technologies France 25.00% 50.00% PC 25.00% 50.00% PC Eau chaude Réunion France 9.38% 18.75% EM 9.38% 18.75% EM SECP 1 France 12.53% 50.00% PC 12.53% 50.00% PC SCI Immo France (4) 25.00% 50.00% PC 15.00% 50.00% PC Ribo France 50.00% 100.00% FC 50.00% 100.00% FC Jacques Giordano Industries France 12.50% 25.00% EM 12.50% 25.00% EM 351.193.347 Energie Solaire de France France 31.62% 51.00% FC 31.62% 51.00% FC 431.692.813 Photon Power Technologies France (4) 50.00% 100.00% FC 10.00% 20.00% EM 498.173.905 Photon Technology France (4) 50.00% 100.00% FC 10.00% 20.00% EM Transenergy France (4) 21.00% 100.00% FC 4.20% 20.00% EM Photon Power Industry France (4) 50.00% 100.00% FC 10.00% 20.00% EM Silicium de Provence France (2) 0.00% 0.00% NI 2.57% 25.72% EM

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO EDF EN Portugal (ex SIIF Energies P.) Portugal 100.00% 100.00% FC 100.00% 100.00% FC Eolica do Centro Portugal 29.90% 29.90% EM 29.90% 29.90% EM Eolica de Montemuro Portugal 100.00% 100.00% FC 100.00% 100.00% FC Eolica da Arada Portugal 100.00% 100.00% FC 100.00% 100.00% FC E E V M Portugal 49.99% 50.00% PC 49.99% 50.00% PC Eolicos de Cerveirenses Portugal 42.50% 42.50% PC 42.50% 42.50% PC Eolicos da Espiga Portugal 49.99% 49.99% PC 49.99% 49.99% PC Ventominho Portugal 42.50% 42.50% PC 42.50% 42.50% PC Eolica da Cabreira Portugal 100.00% 100.00% FC 100.00% 100.00% FC SIIF Energies Iberica Spain 100.00% 100.00% FC 100.00% 100.00% FC Bio Energia Santa Maria Spain 70.00% 70.00% FC 70.00% 70.00% FC Fotovoltaico Solar y Energias Renovables Fotosolar Spain 90.00% 90.00% FC 90.00% 90.00% FC Aproving Spain 90.00% 100.00% FC 90.00% 100.00% FC AAVYC Gestion 2000 Spain (1) 90.00% 100.00% FC 0.00% 0.00% NI EDF EN Italia(ex Siif Servizi) Italy 95.00% 95.00% FC 95.00% 95.00% FC Fri El Puglia Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Sant’Agata Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Sardegna Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Nurri Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Andretta Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Campania Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Murge Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Ichnusa Italy 47.50% 50.00% PC 47.50% 50.00% PC Fri-El Campidano Italy 47.50% 50.00% PC 47.50% 50.00% PC Solareolica Italy 95.00% 95.00% FC 95.00% 95.00% FC Murgeolica Italy 47.50% 50.00% PC 47.50% 50.00% PC Terni Solar Energy Italy 47.50% 50.00% PC 47.50% 50.00% PC Fotosolare Italy 95.00% 100.00% FC 95.00% 100.00% FC Bonorva Italy (1) 95.00% 100.00% FC 0.00% 0.00% NI Energie Alternativa Italy (1) 47.50% 50.00% PC 0.00% 0.00% NI Monte Grighine Italy (1) 47.50% 50.00% FC 0.00% 0.00% NI Solareolica seconda Italy (1) 95.00% 100.00% FC 0.00% 0.00% NI Solareolica Quarta Italy (1) 85.50% 90.00% FC 0.00% 0.00% NI Energie Italy (1) 47.50% 50.00% PC 0.00% 0.00% NI Fotosolare Settima Italy (1) 47.50% 50.00% PC 0.00% 0.00% NI Sunﬂ ower Italy (1) 66.50% 70.00% FC 0.00% 0.00% NI Groupe Alco Belgium 25.00% 25.00% EM 25.00% 25.00% EM C-Power Belgium (4) 18.28% 18.28% EM 20.83% 20.83% EM Verdesis Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis France Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Energy Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Microturbine Belgium (1) 100.00% 100.00% FC 0.00% 0.00% NI

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO Verdesis Jonquiere Belgium (1) 100.00% 100.00% FC 0.00% 0.00% NI Verdesis Geothermis Belgium (1) 100.00% 100.00% FC 0.00% 0.00% NI Verdesis Sainte Sévère Belgium (1) 100.00% 100.00% FC 0.00% 0.00% NI Verdesis Valoduo Belgium (1) 100.00% 100.00% FC 0.00% 0.00% NI Revico Energies Vertes Belgium (1) 50.00% 50.00% FC 0.00% 0.00% NI enXco A/S Denmark (5) 100.00% 100.00% FC 100.00% 100.00% FC EDF EN UK (Westbury Windfarms LTD) United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC Fenland Windfarms LTD United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC Cumbria Wind Farms United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC First Windfarm Holdings United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC Wind Prospect Developements United Kingdom 70.00% 70.00% FC 70.00% 70.00% FC Red Tile United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC Walkway United Kingdom 100.00% 100.00% FC 100.00% 100.00% FC EDF Energy Renewables United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Burnfoot United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Fairﬁ eld United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Longpark United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Rusholme United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Teesside United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Bicker Ltd United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Walkway Wind Ltd United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC Wind Prospect Developments II United Kingdom (1) 50.00% 50.00% PC 0.00% 0.00% NI Royal Oak United Kingdom 50.00% 50.00% PC 50.00% 50.00% PC enXco GmbH Germany 100.00% 100.00% FC 100.00% 100.00% FC DK Windpark Beteiligungs Germany 100.00% 100.00% FC 100.00% 100.00% FC DK Windpark Kröpelin Germany 100.00% 100.00% FC 100.00% 100.00% FC Bürgerwindpark Kröpelin Germany 0.00% 0.00% NI 70.59% 70.59% FC Reetec Germany 28.00% 28.00% EM 28.00% 28.00% EM EEN EGE Holding Turkey 100.00% 100.00% FC 100.00% 100.00% FC Polat Enerjy Turkey 50.00% 50.00% PC 50.00% 50.00% PC Dogal Turkey (1) 25.00% 50.00% PC 25.00% 50.00% PC Soma Turkey (1) 50.00% 50.00% PC 25.00% 50.00% PC Doruk Turkey (1) 25.00% 50.00% PC 25.00% 50.00% PC Poyraz Turkey (1) 25.00% 50.00% PC 25.00% 50.00% PC EEN Hellas Greece 100.00% 100.00% FC 100.00% 100.00% FC Creta Hydrowind SA Greece 90.15% 100.00% FC 90.15% 100.00% FC Aioliki Didimon Greece (4) 100.00% 100.00% FC 99.00% 100.00% FC Aioliki Energy Peloponnisou Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Karystou Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Energy Lakonias Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Lira Greece 100.00% 100.00% FC 100.00% 100.00% FC Belecheri (ex Aioliki Malea) Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Peleta Greece 100.00% 100.00% FC 100.00% 100.00% FC

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO Aioliki Lafkou Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Erateinis Greece 100.00% 100.00% FC 100.00% 100.00% FC Ktistor Aioliki Greece (4) 100.00% 100.00% FC 95.00% 100.00% FC Aioliki Hellas Greece 90.00% 100.00% FC 90.00% 100.00% FC Viota Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Trizina Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Taranara Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Argolida Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Argos Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Niata Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Risiori Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Lekka Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Leontio Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Livadia Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Drambala Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Lakonias Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Argolidas Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Kristis Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina AFCaiou Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Hanion Greece 99.95% 100.00% FC 99.95% 100.00% FC Goritsa Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Maliaza Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Pournari Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Folea Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Antillion Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Lithos Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Picadia Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Aries Aiolos Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Fotos Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Energias Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktinia Peloponisou Greece 99.95% 100.00% FC 99.95% 100.00% FC Aktina Iliou Greece 99.95% 100.00% FC 99.95% 100.00% FC Aioliki Mousouron Greece 50.00% 50.00% FC 50.00% 50.00% FC EDF EN Greece Greece 100.00% 100.00% FC 100.00% 100.00% FC RETD Greece 75.00% 75.00% FC 75.00% 75.00% FC PPC Renewables - EDF EN Greece Greece 51.00% 50.00% PC 51.00% 50.00% PC EEN Viotia Greece 52.20% 52.20% PC 52.20% 52.20% PC Aioliko Parko Aestos SA Greece 98.75% 100.00% FC 98.75% 100.00% FC Ailoloko Parko Tsitomi SA Greece 98.75% 100.00% FC 98.75% 100.00% FC Inversiones Eolicas Mexico (4) 99.97% 99.97% FC 99.38% 99.38% FC Electrica del Valle de Mexico Mexico (4) 99.86% 99.90% FC 99.18% 99.80% FC Energia del Istmo Mexico (4) 99.01% 99.04% FC 99.04% 99.04% FC A.I.R. of America, enXco Inc. (Groupe) USA (3) 100.00% 100.00% FC 100.00% 100.00% FC

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO SIIFELEC - France France 100.00% 100.00% FC 100.00% 100.00% FC Hydroélectrique de Couzon France 100.00% 100.00% FC 100.00% 100.00% FC 331.100.438 Électrique de Seclin France (2) 0.00% 0.00% NI 100.00% 100.00% FC 398.318.303 Électrique de la Chabossière France (2) 0.00% 0.00% NI 65.00% 65.00% FC 403.113.368 Électrique de Mulhouse France 100.00% 100.00% FC 100.00% 100.00% FC 414.054.213 Energies Antilles France 65.00% 65.00% FC 65.00% 65.00% FC 414.277.152 Hydroélectrique de Soccia France 100.00% 100.00% FC 100.00% 100.00% FC 412.629.883 Hydroélectrique du Scopamène France 100.00% 100.00% FC 100.00% 100.00% FC 418.265.880 Energies ASCO France 100.00% 100.00% FC 100.00% 100.00% FC 345.172.225 Via Nova France 100.00% 100.00% FC 100.00% 100.00% FC 334.120.318 Energies Saint Martin France 65.00% 65.00% FC 65.00% 65.00% FC 437.682.677 Tenesa France 100.00% 100.00% FC 100.00% 100.00% FC 439.956.160 Cogeri France 35.00% 35.00% EM 35.00% 35.00% EM 420.287.245 SIIF Energies Bulgarie France 100.00% 100.00% FC 100.00% 100.00% FC 403.453.939 Pirinska Bistrita Energuia SA Bulgaria 50.00% 50.00% FC 50.00% 50.00% FC Pirinska Bistrita Kaskadi Bulgaria (1) 50.00% 100.00% FC 0.00% 0.00% NI Mecamidi Ogosta Bulgaria 50.00% 50.00% FC 50.00% 50.00% FC Centrale Hydroélectrique de Bulgarie Bulgaria 100.00% 100.00% FC 100.00% 100.00% FC Recursos Energeticos Spain 85.00% 85.00% FC 85.00% 85.00% FC enXco Development Corp. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Service Corporation USA 100.00% 100.00% FC 100.00% 100.00% FC enXco East Coast Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC North East Renewable Energy, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Alta Mesa Power Corporation USA 100.00% 100.00% FC 100.00% 100.00% FC Alta Mesa Phase III PartnershPC USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm I, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm II, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm III, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm IV, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm V, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Windfarm VI, Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC DifWind Farms II, Inc. USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms III, Inc. USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms IV, Inc. USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms I, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms II, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms III, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms IV, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms V, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms VI, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms VII, Ltd USA 99.00% 100.00% FC 99.00% 100.00% FC DifWind Farms VIII, Ltd USA 99.50% 100.00% FC 99.50% 100.00% FC DifWind Farms IX, Ltd USA 100.00% 100.00% FC 100.00% 100.00% FC

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO Champepadan Wind Power Partners, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Moulton Wind Power Partners, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Chandler Finance 2, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Chandler Finance 3, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Chandler Wind farm 2, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Chandler Wind farm 3, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Chanarambie Land Holdings LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Lower Imrie Wind Project, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Linden Wind Project, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Miller Wind Project, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Alaska Wind Energy, LLC USA 50.00% 50.00% PC 50.00% 50.00% PC Mojave Land, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Oasis Power Partners, LLC USA (4) 50.00% 50.00% PC 23.56% 23.56% PC Hawi Renewable DevelopEMnt, LLC USA 60.00% 60.00% FC 60.00% 60.00% FC Dos Vaqueros Wind Farm, LLC USA 50.00% 50.00% PC 50.00% 50.00% PC Northern Wind Energy, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Buffalo Ridge Wind Farm, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Chanarambie Power Partners, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Moulton HeFChts Wind Power Projects, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Munice Power Partners, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC North Ridge Wind Farm, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Vandy South Project, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Viking Wind Farm, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Viking Wind Holdings, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Viking Wind Partners, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Vindy Power Partners, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Wilson-West Wind Farm, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Fenton Power Partners, LLC USA (4) 100.00% 100.00% FC 57.76% 57.76% PC Rattlesnake Wind Project, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Sacramento Soleil LLC USA 100.00% 100.00% FC 100.00% 100.00% FC enXco Solar Assets Inc. USA 100.00% 100.00% FC 100.00% 100.00% FC FC Sun Harvest, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Shiloh Wind Project 2 LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Wapsipinicon Wind Project LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Northwest Wind Partners, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Patterson Pass Wind Farm, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC EDF En Canada Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Arnprior 1 GN Inc. Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Arnprior 2 GN Inc. Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Saint Laurent Energies Canada (1) 60.00% 100.00% FC 0.00% 0.00% NI Saint Robert Bellarmin Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI

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31 December 2009 31 December 2008 Companies % Interest % Control Method % Interest % Control Method SIREN NO Massif du Sud Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Lac Alfred Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Clermont Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Riviere du Moulin Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI EnXco Services Corp. Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI

(1) Companies that were added to the scope of consolidation in 2009 (2) Companies that left, were deconsolidate or merged during 2009 (3) A.R.E Of America forms a sub-group housing the following companies in the United States (4) Change in interest rate (5) enXco A/S is a sub-group incorparating Batliboi (India)

Batliboi Inde 50,00 % 50,00 % ME 50,00 % 50,00 % ME

Note 34 Glossary

Current/non-current assets: current assets include short-term less interest income from short-term investments, including related assets, i.e.: gains and losses on interest-rate and currency hedges.

➤ inventories; It represents the Group’s overall borrowing cost during the relevant accounting period, excluding the cost of equity. ➤ cash and cash equivalents; Derivative: a derivative is a fi nancial instrument or other type of ➤ receivables due in less than one year. contract with the following three characteristics: In contrast, non-current assets comprise assets intended to its value fl uctuates according to a specifi ed interest rate, the price help pursue the Group’s activities over the longer term (stable of a fi nancial instrument, the price of a commodity, an exchange components of the asset portfolio). These notably include: rate, a price or interest-rate index, a credit rating, or a credit or other ➤ intangible assets (patents and brands); index (sometimes known as the “underlying”);

➤ ➤ property, plant and equipment (wind farms, photovoltaic it does not require any net investment or requires a net initial facilities, cogeneration plants, thermal and hydro power plants); investment that is less than would be needed for other types of contract from which similar reactions to trends in market ➤ ﬁ nancial assets (investments in subsidiaries); conditions could be anticipated;

➤ deferred taxes. ➤ it is settled at a future date. Available-for-sale fi nancial assets: these comprise investments in DSRA (Debt Service Reserve Account): these DSRAs correspond to unconsolidated subsidiaries and affi liates. cash and or a guarantee given by a credit institution that are held Other borrowings: other borrowings comprise security deposits in reserve in case the project does not generate suffi cient cash and and guarantees received, commitments to buy out minority cash equivalents to cover the short-term debt repayments, generally shareholders (see “Puts”), earn-out payments and leasing debt. corresponding to the equivalent of six months of cash generated by operating activities. Other loans and fi nancial receivables: other loans and fi nancial receivables comprise deposits and guarantees given and fi nancial Goodwill: difference between the acquisition cost of shares in a receivables net of provisions, receivables linked to leased assets subsidiary and the share in the fair value of the identifi able assets and DSRA accounts (see defi nition of this term). and liabilities acquired by the Group: Available for sale (AFS) fi nancial assets: see Available-for-sale if the difference is positive, it represents a premium paid by the fi nancial assets. buyer to the vendor over book value, which is justifi ed by the future additional profi ts it expects from the deal. This premium is known Badwill: see Goodwill. as goodwill and is accounted for as an asset on the balance sheet Call: a call is an option to buy an instrument or a fi nancial asset. under intangible assets. It represents a contract or contractual clause enabling a party to ➤ where the difference is negative, it is known as negative goodwill acquire the relevant item. The price and details of how it is calculated or badwill and is recognised in operating income. are defi ned in advance. The option may be exercised throughout a given period or on a specifi c date, known as the strike date. Net debt: net debt consists of:

Cost of net debt: the cost of net debt primarily comprises interest ➤ bank credit lines used to ﬁ nance the capital cost of wind and solar expense linked to the ﬁ nancing of facilities and to the Group’s WCR farms;

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➤ fair value hedges covering the value on the balance sheet of Actuarial assumptions: see note entitled Beneﬁ ts payable upon liabilities representing the debt described above; retirement in the Accounting principles and methods section.

➤ interest accruing on the Group’s short-term and long-term Related party: a related party is a person or entity related to the borrowings. entity preparing its ﬁ nancial statements. This person or this entity may, for example, be one of the senior executives, directors or a ➤ These liabilities are reduced by: company in which they have a role. ➤ net cash (cash at bank less bank overdrafts); Financial liabilities: see the Note entitled Financial assets and

➤ cash held in escrow accounts; liabilities in the Accounting principles and methods section. Put: a call is an option to sell an instrument or a fi nancial asset. ➤ fi nancial receivables certain to be collected in the short term and It represents a contract or contractual clause enabling a party to thus treated as near-liquid assets. sell the relevant item. The price or details of how it is calculated are ➤ (see Note 21.6) defi ned in advance. The put may be exercised throughout a given period or on a specifi c date, known as the strike date. Equity affi liate: see note on equity affi liates in the Accounting principles and methods section. Net gain/(loss) on disposal of consolidated entities: the net gain/ (loss) on disposal of consolidated entities represents the net gain Project fi nancing: the model used to fi nance projects employed by or and loss recorded on the sale of consolidated entities. They are the Group, in particular for its wind farms and solar photovoltaic calculated as the difference between the sale price of the securities plants, is heavily reliant on debt fi nancing, principally project at fair value and their value in the most recent consolidation. fi nancing. Project fi nancing refers to all forms of debt subject to a contract. Each contract is carried by the unit that will operate the Cash and cash equivalents: see the Note entitled Cash and cash corresponding project. It basically takes the form of a long-term equivalents in the Accounting principles and methods section. borrowing (from 12 to 18 years on average) repayable depending Net cash: net cash, the change in which is shown in the cash fl ow on generation conditions (notably wind and insolation) with no statement, comprises cash at bank less bank overdrafts as defi ned (or limited) recourse to EDF EN SA because only the assets of the in § 8 of IAS 7. project fi nanced are guaranteed. Contracts are predominantly signed with the principal prime lending banks. Accordingly, project fi nance transactions comprise borrowings from credit institutions, leasing debt, restated for the ENR group’s borrowings and use of credit lines (excluding bank overdrafts). Goodwill: see Goodwill.

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20.2 Statutory Auditors’ report on the Consolidated ﬁ nancial statements for the year ended 31 December 2009

This is a free translation into English of the statutory auditor’s report on the consolidated fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the consolidated fi nancial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures. This report also includes information relating to the specifi c verifi cation of information given in the Group’s management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2009, on:

➤ the audit of the accompanying consolidated ﬁ nancial statements of EDF Energies Nouvelles S.A.;

➤ the justiﬁ cation of our assessments;

➤ the specifi c verifi cation required by law. These consolidated fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated fi nancial statements based on our audit.

1 OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group as at 31 December 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Without qualifying our opinion, we draw your attention to the note 3.4 to the consolidated fi nancial statements that describes a change in the accounting policy applied for the consolidation of partnerships in the United States.

2 JUSTIFICATION OF OUR ASSESSMENTS

In accordance with the requirements of Article L. 823-9 of the French Commercial Code (“Code de commerce”) relating to the justiﬁ cation of our assessments, we bring to your attention the following matters:

Change in accounting policy Note 3.4 to the consolidated ﬁ nancial statements describes the change in the accounting policy applied for the consolidation of partnerships in the United States. According to IAS 8, the comparative information as at 1 January 2008 and 31 December 2008 has been retrospectively restated and consequently it differs from the historical consolidated ﬁ nancial statements for the year ended 31 December 2008.

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Our work consisted in assessing the validity of this change in accounting policy, verifying that the restatement of the comparative information as at 1 January 2008 and 31 December 2008 is adequate and ﬁ nally ensuring that the note 3.4 to the consolidated ﬁ nancial statements provides appropriate disclosures.

Property, plant and equipment As stated in Note 3.8.1 to the consolidated ﬁ nancial statements, the Company includes in the cost of property, plant and equipment produced internally the development and production costs that satisfy the criteria for capitalization provided for in the IFRSs, as adopted in the European Union. We have reviewed the criteria and methodology underpinning the appropriate nature of this accounting treatment, and ensured that Note 12 to the consolidated ﬁ nancial statements provides appropriate disclosures.

Impairment losses on non-fi nancial assets The Company systematically conducts annual impairment tests on goodwill and assets with an indefi nite life and also assesses whether there is any evidence of impairment in long-term assets with a defi nite life, in accordance with the procedures described in Note 3.10 to the consolidated fi nancial statements. We have examined the relevancy of the method applied as well as the reasonability of the cash fl ow projections and main assumptions used, and we have verifi ed that Notes 10, 11 and 12 to the consolidated fi nancial statements provide appropriate disclosures.

Deferred taxes Note 3.17.1 to the consolidated ﬁ nancial statements stipulates the measurement and recognition criteria for deferred tax assets. Our work consisted in examining the data used, assessing the assumptions adopted and verifying that note 24 to the consolidated ﬁ nancial statements provides appropriate disclosures.

Derivatives Note 3.12 to the consolidated ﬁ nancial statements discloses the measurement and recognition criteria for derivatives. Our work consisted in examining the data used, assessing the assumptions adopted and verifying that Note 16 to the consolidated ﬁ nancial statements provides appropriate disclosures.

Accounting principles not covered by specifi c provisions under IFRS Note 3.23 to the consolidated fi nancial statements describes the accounting treatments adopted for acquisitions and sales of minority interests, contractual obligations to acquire minority interests, indemnities received from the suppliers for late delivery in connection with wind-parks construction and presentation of the US investment tax credits, in the absence of a specifi c provision in the IFRSs as adopted in the European Union. We ensured that the accounting treatments adopted do not contravene the general principles of the standards, and confi rmed that notes to the consolidated fi nancial statements provide appropriate disclosures in this respect. These assessments were made as part of our audit of the consolidated fi nancial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report.

3 SPECIFIC VERIFICATION

As required by law we have also veriﬁ ed, in accordance with professional standards applicable in France, the information presented in the group’s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated ﬁ nancial statements. Statutory Auditors Paris La Défense and Paris, 9 February 2010

KPMG Audit Department of KPMG SA Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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20.3 Statutory auditors’ fees

➤ SUMMARY OF THE FEES PAID TO THE COMPANY’S STATUTORY AUDITORS IN RESPECT OF THE 2009 FINANCIAL YEAR

KPMG Alain Martin et Associés (in thousands of euros) Amount (excl. of VAT) % Amount (excl. of VAT) % 2009 2008 2009 2008 2009 2008 2009 2008

Audit ➤ Statutory audit, certiﬁ cation, review of individual and consolidated ﬁ nancial statements - Issuer (1) 835 944 46.3% 46.3% 343 435 61.6% 66.7% - Fully consolidated subsidiaries 938 1,091 52.3% 53.5% 210 212 37.7% 32.5%

➤ Other procedures and services directly related to the statutory audit - Issuer (1) ----- Fully consolidated subsidiaries - - - 5 - Sub-total 1,773 2,035 98.9% 99.8% 553 652 99.3% 100.0% Other services performed by the networks on behalf of fully-consolidated subsidiaries

➤ Legal, tax, labour 20 4 1.1% 0.2% 2 - 0.4% -

➤ Internal control - 0.0% - 1 0.2%

➤ Other (state if >10% audit fees) - - - 2 2 - 0.3% Sub-total 20 4 1.0% 0.2% 4 3 0.7% 0.5% TOTAL 1,793 2,039 100% 100% 557 655 100% 100.0%

(1) EDF Energies Nouvelles SA.

The fees paid by companies consolidated proportionally by EDF Energies Nouvelles amounted to €0.37 million in 2009, €0.25 million of which was for KPMG, and €0.59 million in 2008, including €0.32 million for KPMG. Lastly, certain Group subsidiaries are audited by statutory auditors other than the Company’s Statutory Auditors. The corresponding audit fees amounted to €1.3 million in 2009, up from €0.83 million in 2008.

20.4 Dividend policy

For the 2009 ﬁ nancial year, the Company’s Board of Directors will propose at the Annual General Meeting of the shareholders due to be held on 26 May 2010 payment of a dividend of €0.38 per share, or 30.1% of consolidated net income. Net income for the 2009 ﬁ nancial year, which amounted to €30,825,805, would be appropriated as follows:

➤ Legal reserve 1,541,290

➤ Dividend payments 29,475,998

➤ Distribution of retained earnings 191,483

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If on the day the dividends are paid, the Company holds some of its it is stated that the entire amount of the dividend paid out is eligible own shares, the sums representing the unpaid dividends on these for the 40% tax rebate for individuals domiciled in France for tax shares will be transferred to ordinary reserves, in accordance with purposes, as provided for in Article 158-3 of the French General Tax Article L.225-210 sub. para. 4 of the French Commercial Code. Lastly, Code.

The following dividends were paid out by the Company over the past three years;

Year Dividend

2009 €0.27 per share 2008 €0.26 per share 2007 €0.11 per share

20.5 Legal and arbitration proceedings

The Group is involved in certain disputes and administrative, the withdrawal of the Aveyron prefect’s order of 27 March 2007 judicial and arbitration proceedings in the normal course of its establishing a ZDE in the municipality. business activities. Its activities as a developer of wind farms In accordance with law 2000-108 of 10 February 2000, as amended means that it may from time to time invoke contractual warranties, by law 2005-781 of 13 July 2005, new wind farms may not qualify notably concerning their compliance and operational capabilities, for a purchase obligation by EDF or non-nationalised distributors as granted by manufacturers of technical components of wind mills, unless they are located in a ZDE. Even so, law 2005-781 provided notably wind turbines. for a transition regime enabling facilities not located within a ZDE to The Group sets aside a provision whenever there is a serious qualify for a purchase obligation at the request of their operators, probability that a given risk will occur before the year ends, and the provided that: (i) the capacity installed by the generating facility fi nancial implications of this risk may be estimated. does not exceed 12 MW, (ii) the administrative authority granted them prior to 14 July 2007 the benefi t of the purchase obligation, The principal disputes and administrative, judicial and arbitration and (iii) a full building permit request was submitted by the same proceedings in which the Group is currently involved are described deadline. Assuming that the aforementioned ZDE order were to be below: cancelled, the Group could reconfi gure the Salles-Curan wind farm Challenges to building permits in France — A building permit into several farms with capacity of less than 12 MW, some of which must be obtained before a wind farm can be built in France. Certain would be sold to third parties to qualify for the purchase obligation associations have decided to challenge this type of project and under the transition regime. systematically challenge decisions to grant permits. Although Dispute with Green Ridge Power LLC — enXco, the Company’s US such proceedings are rarely successful, approximately one-half of principal subsidiary, is currently in dispute with Green Ridge Power all building permits issued to the Group in France are challenged. LLC, a subsidiary of Florida Power & Light Energy, concerning the If they give rise to cancellation of the building permit, these Shiloh and enXco 5 wind farms. enXco operates and maintains the challenges may lead to suspension of the wind farm construction enXco 5 wind farm on land covered by subeasements permitting work, where this is underway, or, if a specifi c challenge is brought these activities. Green Ridge Power, LLC, which holds easements before the judge (after cancellation of the building permit), the on the same land, considers that without its agreement the dismantling of the wind farm, when the construction work has been aforementioned easements have not been validly extended to the completed. At 31 December 2009, the building permits for the Oupia repowering of the enXco 5 facility and the laying of underground wind farm (8.1 MW) in the Hérault department, the Barthes wind cables permitting the transmission of the electricity generated by farm (12.0 MW) in the Haute-Loire department and the Fraisse-sur- the Shiloh facility (sold by enXco to Iberdrola Renovables in 2005). Agout wind farm (23.0 MW) in the Hérault department were subject Furthermore, Iberdrola Renovables notifi ed its insurer and enXco to proceedings that could potentially lead to these permits being of requests for compensation in connection with the sale of the rescinded. Shiloh facility. enXco, Iberdrola Renovables and Green Ridge Power Challenge to the creation of designated wind energy development LLC are currently holding negotiations with a view to reorganising zones (Zones de Développement Eolien (“ZDEs”)) in France — their respective rights of operation in the relevant regions and to The Salles-Curan wind farm was challenged in proceedings reaching a global solution satisfying each of the parties. initiated on 25 September 2007 by two local associations, seeking

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Complaint initiated by Solaire Direct — In France, Solaire Direct, Nouvelles, and EDF had engaged in anti-competitive practices in the one of the Group’s rivals, fi led a complaint in May 2008 with the biogas market, which led to EPT being ousted from this market. The French competition court, since renamed the French Competition French Competition Authority is due to rule on this complaint over Authority, together with a request for protective measures, alleging the next few weeks. that EDF, EDF Energies Nouvelles and EDF Energies Nouvelles Termination of the power purchase agreement for the Lakefi eld Réparties (a 50-50 joint venture between EDF and EDF Energies facility — On 1 March 2010, enXco received notice from US electricity Nouvelles, “EDF ENR”) had abused their dominant position in the company Indianapolis Power and Light (IPL) that it is cancelling the production, distribution and supply of electricity by moving into power purchase agreement (PPA) for the 201 MW Lakefi eld wind the emerging market for an integrated range of services for the energy project located in south-west Minnesota, which is in the fi nal production of photovoltaic electricity. Solaire Direct notably claims development stage. On 27 January 2010, the project had received that EDF is attempting to restrict access to the upstream market for the go-ahead from the Indiana Utility Regulatory Commission the supply of panels in order to lock up the downstream market for (IURC). This go-ahead was based on terms and conditions in integrated photovoltaic offerings. line with previous IURC authorisations. IPL decided to terminate On 8 April 2009, the Autorité de la concurrence (French Competition the aforementioned PPA unilaterally based on these terms and Authority), ordered the EDF group to (i) remove from all conditions, without providing any explanations. communication materials for EDF’s Bleu Ciel brand any reference to At the date of this registration document, enXco was considering the activities of EDF ENR in the solar photovoltaic segment, (ii) halt the best way of protecting its rights and its potential losses under any reference being made to the services provided by EDF ENR by the contract with IPL. At the same time, the company was looking agents answering calls to 3929 (a line set up by EDF for information at various options including remarketing the project to one or concerning the installation of photovoltaic panels), (iii) halt any more other electricity companies. In line with the Group’s policy, communication to EDF ENR of information gathered via the 3929 construction of the facility had not yet commenced. line and (iv) no longer to make available to EDF ENR information in EDF’s possession as a result of its activities as a provider of At the date of this registration document, aside from the electricity services at regulated tariffs. The EDF group complied with aforementioned disputes and proceedings, to the best of the these orders. Company’s knowledge, there are no other government, judicial or arbitration proceedings, including any threat of such proceedings, Challenge by Euro Power Technology — In France, Euro Power likely to have or have had during the past 12 months a material Technology (EPT) brought a complaint during June 2008 in the French impact on the Company’s and or Group’s fi nancial position or competition court, which has since become the French Competition profi tability. Authority, together with a request for protective measures, alleging that Verdesis and Verdesis France, subsidiaries of EDF Energies

20.6 Signiﬁ cant changes in ﬁ nancial and commercial position

To the best of the Company’s knowledge, there has been no other material change in the Company’s ﬁ nancial or commercial position since 31 December 2009.

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21.1 General information about the Company’s share capital

21.1.1 AMOUNT OF THE SHARE CAPITAL (ARTICLE 7 OF THE ARTICLES OF ASSOCIATION)

At the date of this registration document, the Company’s registered The Company’s shares are of the same class and are fully subscribed share capital was set at 124,109,465.60 euros divided into and paid-up. 77,568,416 ordinary shares, each with a par value of 1.60 euro.

21.1.2 SECURITIES NOT REPRESENTING THE SHARE CAPITAL

None.

21.1.3 SHARES HELD BY THE COMPANY OR FOR ITS ACCOUNT

(A) Share repurchase programme set forth by the market authorities and at times considered appropriate by the Board of Directors or persons to whom it has At the Annual General Meeting on 27 May 2009, shareholders delegated its powers; authorised the Board of Directors for a period of 18 months to buy the Company’s shares in accordance with Article L. 225-209 et ➤ to remit the Company’s shares upon the exercise of rights seq. of the French Commercial Code, regulation 2273/2003 of the attached to securities which, whether by reimbursement, European Commission of 22 December 2003 and market practices conversion, exchange, presentation of a certifi cate or any other accepted by the Autorité des Marchés Financiers, up to a maximum method, result in the grant of these shares, in accordance with limit of 10% of the share capital based on the share capital at the applicable regulations, as well as to carry out any hedging the time of the purchase transaction. This authorisation may be transactions for such grants, under the conditions set forth by delegated in accordance with the provisions of law. This threshold market authorities and at times considered appropriate by the is reduced to 5% of the share capital in the case discussed in Board of Directors and persons to whom it has delegated its paragraph (iv) below. authority; Share repurchases may be made in compliance with applicable laws ➤ to hold the Company’s shares and to remit them as payment and regulations and changes in positive law, particularly in order: or consideration in connection with merger or acquisition transactions, in accordance with market practices approved by the ➤ to ensure liquidity and to stimulate trading in the Company’s Autorité des Marchés Financiers. The maximum number of shares shares through the intervention of an independent fi nancial repurchased by the Company for the purpose of holding these services intermediary acting under a liquidity agreement in shares for subsequent remittance as payment or consideration in accordance with the compliance rules recognised by the Autorité connection with a merger, spin-off or contribution may not exceed des Marchés Financiers; 5% of its share capital; ➤ to grant the Company’s shares to its employees, notably in ➤ to cancel the Company’s shares in connection with a reduction in connection with (i) a profi t sharing plan, (ii) any share purchase share capital; and option plans established pursuant to Article L. 225-177 et seq. of the French Commercial Code, or (iii) any savings plan in ➤ to implement any market practice approved by the Autorité compliance with Article L. 443-1 et seq. of the French Labour Code des Marchés Financiers and, more generally, to carry out any or any bonus share allotment in accordance with Article L. 225- transaction complying with the law currently in force. 197-1 et seq. of the French Commercial Code, as well as to carry out any hedging transactions for such grants, under the conditions

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The acquisition, sale, transfer or exchange of these shares may approved by competent market authorities, to the extent that these be carried out by any method, in particular through trading in the methods do not result in higher share price volatility. Additionally, market or private transactions, including a public offering or block the shares may be loaned in accordance with Article L. 432-6 et seq. trade (which could involve all shares in the repurchase programme) of the French Monetary and Financial Code. under the conditions set forth by market authorities and at times The maximum purchase price per share may not exceed 70 euros. considered appropriate by the Board of Directors and persons to whom it has delegated its powers. These methods include the use The maximum amount that the Company may allocate to the of any derivative instrument traded on a regulated market or in repurchase programme for its shares may not exceed 150 million of private transactions and the use of options under the conditions euros.

(B) Shares held in treasury At 31 December 2009, the Company and its subsidiaries held 220,289 of its own shares, representing 0.284% of the Company’s capital. The Ordinary General Meeting of the shareholders on 27 May 2009 authorised the Board of Directors for a period of 18 months to buy back up to 10% of the Company’s share capital. Breakdown by objectives of the share buybacks carried out:

Repurchase objectives Number of shares

Liquidity agreement 84,655 Holding of shares and subsequent use in consideration for or in exchange for acquisitions None Coverage of option plans and allotment of shares to employees or of convertible notes 135,634 Cancellation of shares acquired None TOTAL 220,289

No shares were reallocated for other purposes or objectives.

In November 2009, 23,178 shares were allotted in connection with During 2009, the Company repurchased 1,217,920 shares at the deﬁ nitive grant of bonus share plan no. 1. an average price of 32.46 euros and sold 1,327,002 shares at an average price of 32.41 euros under a liquidity agreement. Repurchase of treasury shares under the liquidity At 31 December 2009, the liquidity account held 84,655 EDF Energies agreement Nouvelles shares and an available amount of 4,030,439.86 euros. On 6 February 2007, the Company entrusted Natexis Bleichroeder, a Natixis subsidiary, with execution of a liquidity agreement in Repurchases of shares to cover the bonus share line with the compliance charter prepared by the Association allotment plans Française des Marchés Financiers (AMAFI) (representative body During November 2009, the Company entrusted an investment for professionals working in the securities industry and ﬁ nancial services provider with acquiring shares, pursuant to a share markets in France), as approved by the Autorité des Marchés repurchase programme, to cover the bonus share allotment plans Financiers on 1 October 2008. This agreement was entered into given the go-ahead on 12 November 2009. To this end, 73,064shares for an automatically renewable period of one year. A total of with a par value of 1.6 euro were acquired at an average price of 7,000,000 euros was allocated to the liquidity account for the 36.29 euros, representing a total amount of 2,651,431.56 euros. All performance of this agreement. the shares were allocated to covering these plans.

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21.1.4 OTHER EQUITY SECURITIES

None.

21.1.5 AUTHORISED, UNISSUED SHARE CAPITAL

The delegations of powers and authorisations to issue shares and other securities granted to the Board of Directors by shareholders at the Annual General Meetings were as follows:

Authorisation/Delegation of powers Period of validity Nominal value of maximum authorised issue

Capital increase with preferential subscription rights, 18 months 62,500,000 euros (1) via an issue of shares or securities giving an immediate or future (from 27 May 2009) (800,000,000 euros for debt securities) interest in the Company’s equity or debt securities Capital increase with no preferential subscription rights , via an 18 months 40,000,000 euros (1) issue of shares or securities giving an immediate or future interest (from 27 May 2009) (800,000,000 euros for debt securities) in the Company’s equity or debt securities through a public offering or an offer referred to in section II of Article L. 411-2 of the CMF Capital increase reserved for EDF and EDEV SA via an issue 18 months 20,000,000 euros (2) of shares or securities giving an immediate or future interest (from 27 May 2009) in the Company’s equity or debt securities Capital increase reserved for Société Internationale 18 months 10,000,000 euros (2) d’Investissements Financiers and Pâris Mouratoglou via an issue (from 27 May 2009) of shares or securities giving an immediate or future interest in the Company’s equity or debt securities Increase in issuance with or without preferential subscription 18 months Not to exceed 15% of the initial issue (1) rights in case of over-allotment (from 27 May 2009) Capital increase through capitalisation of reserves, proﬁ ts, issue, 18 months 12,500,000 euros (1) merger or contribution premiums, or any other amounts that may (from 27 May 2009) be capitalised Capital increase reserved for members of a corporate savings plan 18 months 3,750,000 euros (1) in accordance with the provisions of the French Commercial Code (from 27 May 2009) and Article L. 3332-18 et seq. of the French Labour Code Capital decrease via cancellation of shares held in treasury 18 months 10% of the share capital of the Company (from 27 May 2009) on the date of cancellation Capital increase reserved for employees in connection 38 months 1% of the share capital at the time of the allotment with a bonus allotment of shares (from 30 May 2007) 50,500 bonus shares allotted on 30 Oct. 2008 (plan no. 2) 12,329 bonus shares allotted on 30 Oct. 2008 (plan no. 3) 64,300 bonus shares allotted on 12 Nov. 2009 (plan no. 4) 16,822 bonus shares allotted on 12 Nov. 2009 (plan no. 5)

(1) This maximum nominal amount is to be deducted from the aggregate maximum amount of 100,000,000 euros. (2) This maximum nominal amount is to be deducted from the aggregate maximum amount of 40,000,000 euros set for increases in the capital without preferential subscription rights for shareholders as well as from the aggregate maximum amount of 100,000,000 euros.

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21.1.6 OPTIONS OR AGREEMENTS CONCERNING THE COMPANY’S SHARE CAPITAL

The Company’s two principal shareholders, Pâris Mouratoglou and EDEV, entered into a shareholders’ agreement on 17 July 2006. Its principal provisions are described in section 18.4 of this registration document.

21.1.7 CHANGES AFFECTING THE COMPANY’S SHARE CAPITAL OVER THE PREVIOUS FIVE FINANCIAL YEARS

Pre- Post- transaction Issue/ Aggregate transaction capital contribution Shares issued Par value number of share capital Date Type of transaction (in euros) premium or cancelled (in euros) shares (in euros)

19 Oct. 2005 Capital increase 68,956,608 72,170 1,000 1.6 4,310,788 68,972,608 18 Sept. 2006 Stock split 68,972,608 n.a. n.a. 1.6 43,107,880 68,972,608 28 Nov. 2006 Capital increase (IPO) 68,972,608 320,482,061 12,139,472 1.6 55,247,352 88,395,763.20 28 Nov. 2006 Capital increase (exercise 88,395,763.20 48,072,288 1,820,920 1.6 57,068,272 91,309,235.20 of the greenshoe option) 28 Nov. 2006 Capital increase 91,309,235.20 126,679,449.60 4,798,464 1.6 61,866,736 98,986,777.60 (reserved for EDEV) 14 Dec. 2006 Capital increase 98,986,777.60 1,964,279 93,216 1.6 61,959,952 99,135,923.20 (reserved for PEG employees) 14 Dec. 2006 Capital increase (reserved 99,135,923.20 2,502,244.8 94,782 1.6 62,054,734 99,287,574.40 for non-PEG employees) 30 Sept. 2008 Capital increase 99,287,574.40 474,718,699.80 15,513,683 1.6 77,568,417 124,109,467.20 with preferential sub. rights 30 Sept. 2008 Cancellation of 1 share 124,109,467.20 n.a. 1 1.6 77,568,416 124,109,465.60

21.2 Constitution and Articles of Association

21.2.1 CORPORATE PURPOSE

The corporate purpose of the Company in France or abroad, directly ➤ purchase and sell real estate, whether improved or not, located or indirectly, is to: in France or abroad, and to conduct any related or connected ﬁ nancial, real estate or other activities, which directly or indirectly ➤ directly or indirectly invest, by all means, in any transaction, entity, promote this business; and company or industrial or commercial grouping, in particular in the energy industry and any other industry; ➤ more generally, effect all commercial, ﬁ nancial, real estate or funds-related transactions directly or indirectly related to the corporate purpose.

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21.2.2 PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATED TO THE MANAGEMENT AND SUPERVISORY BODIES – INTERNAL CHARTER OF THE BOARD OF DIRECTORS

The following description summarises the principles provisions of The age limit for the position of Chairman of the Board is 75 years the Articles of Association and the Internal charter of the Board of of age. A Chairman who reaches this age limit during his term is Directors and in particular its procedures and its powers. deemed to have resigned and a new Chairman is appointed.

(A) Meetings of the Board of Directors Board of Directors (Article 15 of the Company’s Articles of Association) Members of the Board of Directors Notice of the meeting is given by the Chairman, or on his behalf, by (excerpt from Article 14 of the Company’s Articles any person whom he may designate, or communicated verbally or of Association) by any other method. The meeting may be held at the Company’s registered offi ce or at any other location indicated in the notice. The Company is managed by a Board of Directors consisting of Decisions are approved pursuant to the majority and quorum at least three members and no more than 18 members appointed requirements set by law. The following decisions, however, require by shareholders at the ordinary general meeting, subject to the approval by more than two-thirds of the directors present or legal exception provided for in the event of a merger. The Board of represented: Directors must include at least two independent directors. ➤ approval of the general expense and development cost budget Each member of the Board of Directors must own at least one share (cash development costs and corporate overheads), if the budget of the Company throughout his term of offi ce. If, on the day of his is 15% above the previous year’s budget; appointment, a director does not own the required number of shares or if, during his term, he ceases to own such number of shares, and ➤ approval of investments the profi tability of which would be less he does not rectify the situation within three months, he is deemed than that required by the following criteria applicable within the to have resigned his offi ce. Group of which the Company is a member;

The number of members of the Board of Directors, whether a ➤ approval of the sale or completion of assets whose value exceeds physical person or the permanent representative of a director who 25,000,000 euros, with the exception of turn-key facilities; is a legal person, who are more than 70 years of age may not exceed ➤ one-third of the total number of directors in ofﬁ ce. authorisation of any investment in countries outside the European Union and the United States; An employee may be appointed a director only if his employment contract relates to a real job. No more than one-third of sitting ➤ decisions to propose any amendment to the Company’s Articles of directors may enter into an employment contract with the Company. Association relating to dividend distribution rules to shareholders at an extraordinary general meeting;

Term of offi ce ➤ decisions to dismiss the CEO before 31 December 2009 for a (Article 14 of the Company’s Articles of Association) reason other than gross misconduct or obvious inadequacy; Members of the Board of Directors are appointed for a six-year term ➤ approval of the acquisition or sale of all assets to be carried out of offi ce. with an entity owned directly or indirectly by the EDF group. A member of the Board of Directors appointed to replace another However, should three independent directors be sitting on the director only remains in offi ce for the time remaining in his Board of Directors, the decisions described above may be approved predecessor’s term of offi ce. by a simple majority of the directors present or represented. Board members may be reappointed at the end of their term. The Chairman of the Board does not hold a casting vote for decisions to be made by the Board of Directors. Chairman of the Board of Directors (Article 17 of the Company’s Articles of Association) Powers of the Board of Directors The Board of Directors elects its Chairman, who must be a physical (excerpt from Article 16 of the Company’s Articles person, from among its members and determines his compensation of Association) in accordance with applicable law. The Board of Directors possesses its authority and exercises its The Chairman is appointed for a term not exceeding his term as a duties in accordance with Article L. 225-35 of the French Commercial director, subject to the right of the Board of Directors to remove him Code, the Internal charter adopted by the Board of Directors and the from offi ce at any time. The Chairman may be reappointed. Company’s Articles of Association. The Chairman of the Board of Directors organises and manages The Board of Directors sets a strategic course for the Company’s the Board’s business, and reports on these activities to the general business activities and oversees its implementation. With the meeting of the shareholders. The Chairman monitors the operation exception of the powers expressly granted to general meetings of of the Company’s management bodies and verifi es, in particular, the shareholders and within the scope of the Company’s corporate that the directors are able to carry out their duties. purpose, the Board of Directors acts on all issues affecting the smooth operation of the Company and deliberates on these matters.

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Non-voting directors expressly reserved for the general meetings of the shareholders or (excerpt from Article 14 of the Company’s Articles to the Board of Directors by applicable law. of Association) However, the Board of Directors decided to require that certain The Board of Directors may appoint one or more non-voting directors, decisions made by the Chief Executive Ofﬁ cer be submitted for its up to a maximum of two. These non-voting directors may be natural prior approval, including: persons or legal entities selected from among the shareholders or (a) as soon as their amount exceeds a threshold of 50,000,000 euros; external parties. The duration of the term of ofﬁ ce of the non-voting directors stands at two years, unless they resign or are relieved of ➤ investment decisions;

their duties by the Board. The arrangements for the role of the non- ➤ the signature of contracts, other than those related to an voting directors, including any compensation, are decided by the investment approved by the Board, involving obligations of this Board of Directors. Non-voting directors are eligible for re-election. amount, including the value of any underlying assets; They are convened to meetings of the Board of Directors and take part in its deliberations, but only in an advisory capacity. ➤ borrowings through a single loan equal to or exceeding this threshold or less than this amount if several loans are involved At the date of this registration document, no non-voting director and their annual total exceeds this threshold, except for loans had been appointed to advise the Company’s Board of Directors. that have been previously approved as part of one or more investment projects and those complying with the overall limit (B) Executive management authorised by the Board of Directors (corporate credit line); (excerpt from Article 18 of the Company’s ➤ any investment or commitments, including guarantees, pledges, Articles of Association) liens, mortgages or other sureties, whether or not in an amount exceeding this amount on an individual basis, if their total Form of operation annual amount exceeds this threshold, including the value of any underlying assets. In accordance with Article L. 225-51-1 of the French Commercial Code, the functions of the executive management of the Company (b) as soon as their unit amount exceeds a threshold of are assumed either by the Chairman of the Board of Directors or by 25,000,000 euros; another physical person appointed by the Board of Directors who is ➤ divestment decisions, including the value of any underlying given the title of Chief Executive Offi cer. assets. The choice between these two forms of executive management is (c) Below the thresholds stated in paragraphs (a) and (b), the Chief made by the Board of Directors. The decision on this issue by the Executive Offi cer may take the aforementioned decisions with Board of Directors must be approved by a majority of the directors the prior authorisation of the Board provided that (i) they relate present or represented. The decision of the Board of Directors is to transactions in the Company’s normal business segments communicated to the shareholders and third parties under the (onshore wind, solar, photovoltaic and biomass) and in countries conditions provided for under applicable regulations. belonging to the European Union and in North America, and (ii) Any change in the form of executive management does not result in between 2,000,000 euros and the aforementioned thresholds amendment of the Company’s Articles of Association. of 50,000,000 euros or (for divestments) 25,000,000 euros, the Company’s Commitments Committee has issued an unanimously Executive management positive opinion. Should one or other of these conditions not be satisfi ed, the relevant decision(s) will require the prior Depending on the form of executive management selected by authorisation of the Board of Directors. the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Offi cer assumes responsibility for executive (d) The following transactions or decisions will also be submitted management of the Company. for the prior approval of the Board of Directors:

The Chief Executive Offi cer is appointed by the Board of Directors, ➤ the adoption of the annual budget and spending commitments which sets the length of his term, his compensation and, if exceeding the amounts described above; applicable, the limitations on his powers. ➤ any involvement in business activities not provided for in the The Chief Executive Offi cer may not validly exercise his duties if he Company’s business plan; is more than 70 years of age. However, a Chief Executive Offi cer who reaches such age limit may remain in offi ce until the next meeting ➤ investment as a partner in a company or other entity, whether a of the Board of Directors. legal person or not, the partners of which are liable in whole or in part for its debts; The Board of Directors may remove the Chief Executive Offi cer from offi ce at any time. If he is removed without cause, and unless the ➤ approval of investments whose profi tability would be less than Chairman of the Board serves as Chief Executive Offi cer, the removal that required by the following criteria applicable within the EDF may lead to the payment of damages and interest. group: (i) the net present value/investment ratio must exceed 10% and (ii) there must be an accretive impact on net income Powers of the Chief Executive Offi cer within three years;

The Chief Executive Ofﬁ cer possesses the broadest powers to act ➤ the acquisition or disposal of any assets from or to an entity in the name of the Company. He exercises his authority within the owned directly or indirectly by the EDF group; scope of the Company’s corporate purpose, subject to the powers

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➤ the designation of members of the Company’s Commitments At the date of this registration document, Yvon André was acting as Committee. the Company’s Chief Operating Offi cer (France and New Business), Christophe Geffray as Chief Operating Offi cer (Industry), Michel The Chief Executive Offi cer represents the Company in its dealings Trousseau as Chief Operating Offi cer (Northern Europe, Eastern with third parties. The Company is liable for obligations that the Chief Europe and Photovoltaic Procurement) and Olivier Paquier as Chief Executive Offi cer enters into on its behalf even if such obligation Operating Offi cer (Distributed Energies). is not provided for in its corporate purpose, unless the Company is able to prove that the third party was aware that the obligation at issue exceeded this purpose or could not have been unaware (D) Internal charter of the Board of Directors thereof under the circumstances. However, mere publication of the Company’s Articles of Association is not suffi cient proof. At its meeting on 18 July 2006, the Company’s Board of Directors adopted an internal charter, which was amended on 25 April 2007, At the date of this registration document, David Corchia is the Chief 19 May 2009 and 2 July 2009, that, in addition to applicable laws, Executive Offi cer of the Company. regulations and provisions of the Company’s Articles of Association, defi nes its composition, organisation and procedures. (C) Chief Operating Offi cers This internal charter specifi es the organisation and procedures, powers and duties of the Board of Directors, as well as the Upon the request of the Chief Executive Offi cer, whether this offi ce committees that it has instituted (see section 16.3, “Board- is held by the Chairman of the Board of Directors or another person, level Committees” of this registration document). It also defi nes the Board of Directors may appoint one or more physical persons to the manner in which the operation of the Board is assessed and act as Chief Operating Offi cers to assist the Chief Executive Offi cer evaluated. with his duties. There may be a maximum of fi ve Chief Operating Offi cers. Assessment and evaluation of the operating procedures In conjunction with the Chief Executive Offi cer, the Board of of the Board of Directors Directors determines the extent and term of the Chief Operating The Board of Directors must ensure that at least two independent Offi cers’ appointments and sets their compensation. members sit on the board. The Chief Operating Offi cers possess the same authority to An independent director does not maintain, directly or indirectly, any represent the Company as the Chief Executive Offi cer in relations type of relations with the Company, the Group or its management, with third parties. that might affect or compromise his freedom of judgment or that A Chief Operating Offi cer may not validly exercise his duties if he is is of a type liable to place him in a confl ict of interest with the more than 70 years of age. However, a Chief Operating Offi cer who Company, the Group or its management. reaches such age limit may remain in offi ce until the next meeting Directors must verify that no person may exercise unchecked, of the Board of Directors. discretionary authority over the Company and that the technical Were the Chief Executive Offi cer to resign or to be unable to perform committees instituted by the Board of Directors operate his duties, absent determination to the contrary by the Board appropriately. of Directors, the Chief Operating Offi cers retain their duties and The Board of Directors also regularly evaluates its own operation, assignments until the appointment of a new Chief Executive Offi cer. with this evaluation being delegated by the Chairman of the Board On the recommendation of the Chief Executive Offi cer, the Board of to independent directors. An assessment was carried out for the Directors may remove a Chief Operating Offi cer from offi ce at any 2009 fi nancial year. The results, which were examined by the Board time. If he is removed without cause, the removal may lead to the of Directors on 13 January 2009, indicate that the Board and its payment of damages and interest. committees are operating in a satisfactory manner.

21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS IN RESPECT OF THE COMPANY’S SHARES (ARTICLE 22 OF THE COMPANY’S ARTICLES OF ASSOCIATION)

For each ﬁ nancial year, the Company is required to allocate at forward from prior years, less any contributions to the legal reserve least 5% of its net income, less any losses from prior years, to its fund or any other reserve account pursuant to applicable law and “legal reserve” fund. Funds must be allocated until the amount in regulations. the legal reserve fund is equal to 10% of the aggregate issued and At the Annual General Meeting, shareholders may be granted an outstanding share capital of the Company or resume if it falls below option to receive all or part of these dividends in cash or shares in this level. accordance with applicable law. This option may also be granted in Income available for distribution consists of net income in each the case of interim dividends. ﬁ scal year, as increased or reduced by any income or loss carried

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If income available for distribution is recorded in the accounts applicable law. In this case, the decision speciﬁ cally states the approved by the general meeting, the general meeting may decide reserve accounts from which these amounts are taken. to enter some or all of these proﬁ ts into one or several general or With the exception of a capital reduction, no distribution may be special reserve accounts, whose use or allocation it determines, to made to shareholders if the Company’s shareholders’ equity is equal carry them forward or to declare a dividend. to or, following such distribution, would fall below the amount of The general meeting may also decide to declare a dividend from combined capital and reserves that may not be distributed pursuant reserve accounts over which it has control, in accordance with to applicable laws and the Company’s Articles of Association.

21.2.4 MODIFICATION OF SHAREHOLDER RIGHTS

Shareholder rights, as set forth in the Company’s Articles of Association, may only be modiﬁ ed by an extraordinary general meeting of the shareholders.

21.2.5 GENERAL MEETINGS OF THE SHAREHOLDERS (ARTICLE 20 OF THE COMPANY’S ARTICLES OF ASSOCIATION)

General meetings are convened by the Board of Directors or, failing The right to attend General Meetings of the shareholders is this, by the Company’s Statutory Auditors or by an agent designated contingent upon the shares being registered in the name of the by the president of the commercial court in an injunction at the shareholder or of the intermediary registered on his/her behalf at request of one or more shareholders together holding at least 5% midnight Paris time on the third business day preceding the General of the Company’s share capital, or of a shareholders’ association in Meeting or in the registered share accounts kept by the Company, accordance with Article L. 225-120 of the French Commercial Code. or in the bearer share accounts kept by an authorised intermediary. The meeting is convened at least either 15 days at least in advance If the shareholder does not intend to attend the general meeting of for the ﬁ rst notice or six days in advance for supplemental notices the shareholders in person, he may choose between the following in a newspaper authorised to publish legal notices in the French three options: department in which the Company’s registered ofﬁ ce is located, and ➤ representation by another shareholder or by a spouse; in the French legal notice journal, the Bulletin des Annonces Légales Obligatoires (“BALO”). ➤ voting by mail; and

Shareholders who have owned registered shares for at least one ➤ submit a power of representation to the Company without month on the date of this notice are convened by mail or by any indicating a representative; method of electronic communication. in each case as permitted by applicable law or regulation. The invitation is preceded by a notice containing all provisions Intermediaries that have satisfi ed the legal provisions in force may, required by law and published in the BALO 35 days prior to the pursuant to a general securities management mandate, transmit meeting. for a general meeting the vote or proxy of the holder of shares not The agenda for the general meeting of the shareholders is set by the domiciled in France. individual who drafts the notice. However, one or more shareholders The Company is entitled to request that the aforementioned may request, pursuant to applicable laws and regulations, that draft intermediary should supply the list of non-resident holders of resolutions be included in the agenda. shares carrying voting rights and the quantity of shares held by Meetings may be held at the Company’s registered offi ce or in any each of them. other location specifi ed in the notice. The meetings are presided by the Chairman of the Board of The voting right attributed to shares is in proportion to the Directors or, in his absence, by the most senior director present at percentage of the share capital that they represent. Each share the meeting. In his absence, the general meeting may itself elect carries one voting right. All shares have the same par value. the chairperson of the meeting. Regardless of the number of shares held, and unless such shares are not fully paid, all shareholders possess the right to attend general meetings of the shareholders and to participate in proceedings.

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21.2.6 PROVISIONS PERMITTING THE DELAY, DEFERRAL OR PREVENTION OF A CHANGE IN CONTROL OF THE COMPANY

The Company’s Articles of Association do not contain any provisions permitting the delay, deferral or prevention of a change of control.

21.2.7 SHAREHOLDER IDENTIFICATION - DISCLOSURE REQUIREMENTS WHEN CERTAIN THRESHOLDS ARE CROSSED (ARTICLE 13 OF THE COMPANY’S ARTICLES OF ASSOCIATION)

Pursuant to applicable regulations, and in order to identify holders If the holder of record knowingly fails to comply with his obligations, of bearer shares, the Company may at any time request from the the courts in whose jurisdiction the Company’s registered offi ce central depositary, upon payment of a fee, information concerning is located may order, at the request of the Company or of one or holders of shares who currently or will possess the right to vote more shareholders together holding at least 5% of the share capital in general meetings of the shareholders, as well as the number of and for a period not to exceed fi ve years, the total or partial loss shares held by each, noting any restrictions on such shares. After of voting rights or possibly the right to payment of dividends for having reviewed this information, the Company may also request shares for which information had been sought. either from the central depositary or from persons identifi ed therein In addition to the legal obligation to inform the Company of who it believes to hold shares on behalf of a third party, that they ownership of certain percentages of its share capital and voting indicate whether shares are held for the account of identifi ed rights, any individual or legal person, including any intermediary persons or on behalf of a third party. who holds the securities on behalf of person resident outside If such persons are a fi nancial intermediary, they are obliged to of France, who alone or in concert with other individuals or legal disclose the identity of the owner of these shares. This information persons, becomes or ceases to be the holder, directly or indirectly, is provided by the authorised fi nancial intermediary on whose of 1% of the share capital or voting rights of the Company or any books the securities account in which the shares are held is located, multiple thereof, must notify the Company at its registered offi ce to be forwarded, as appropriate, to the Company or the central by registered mail with a return receipt requested or by any other depositary. equivalent means for shareholders resident outside France within fi ve trading days of when it crosses such threshold of the number In the case of equity securities held in registered form, the recorded of shares or voting rights it directly holds, as well as the number of fi nancial intermediary is required to disclose the identity of the shares or voting rights treated as if held by this person within the owners of the securities and the number held by each upon simple meaning of Article L. 233-9 of the French Commercial Code. request by the Company or its representative at any time. Under these circumstances, such person must also inform the If the Company believes that some of the holders whose identities Company of the numbers of equity securities it holds, as well as the were thus disclosed actually hold these securities on behalf of third corresponding number of voting rights. parties, a request may be made to these holders to disclose the identities of the third party owners. If any benefi cial owner fails to comply with the legal notifi cation requirement, the shares in excess of the relevant threshold will be Thereafter, the Company may also request that any legal person stripped of voting rights for general meetings of the shareholders if, owning more than 2.5% of its share capital or voting rights identify at such a meeting, this failure is demonstrated to exist and one or any persons that directly or indirectly hold more than one-third of more shareholders holding an aggregate 1% or more of the shares the share capital or voting rights of such legal person. and voting rights of the Company request such a measure. Under Failure to communicate the information requested from a these conditions, voting rights not properly declared may not be shareholder or an intermediary may result in the suspension or exercised. The shares will be stripped of voting rights for all general removal, under applicable laws, of voting rights or right to payment meetings of the shareholders until the end of a two-year period of dividends for shares or equity securities held in an account in following the date on which the shareholder complies with the such person’s name until the date such failure is remedied. notifi cation requirements.

21.2.8 CHANGES IN OUTSTANDING SHARE CAPITAL

Provisions of the Articles of Association relating to changes in outstanding share capital of the Company are no more restrictive than those imposed by law.

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Turbine supplies

To secure its turbine supplies for the construction of wind farms into supply contracts with four leading turbine manufacturers, around the world over the next few years, the Group has entered namely General Electric Wind, REpower, Enercon and Vestas.

NORTH AMERICA

Since 2005, enXco has entered into several framework turbine under development in Canada and the second is for the delivery of supply agreements with General Electric Wind and REpower. During turbines in 2011 that could represent up to 143.5 MW in capacity for 2008, the Group also entered into an agreement with Clipper a project in the United States. Windpower to supply 27 turbines with 2.5 MW in unit capacity. At 31 December 2009, delivery commitments given by suppliers In 2009, the Group entered into an agreement with Canadian covered turbines with capacity totalling 2,015 MW (701 MW from developer SkyPower to purchase 270 MW in General Electric General Electric Wind, 1,284 MW from REpower and 30 MW from turbines deliverable in 2009. This purchase in the secondary market Clipper). helped the Group to acquire equipment on highly favourable terms These orders will cover all of the Group’s forecast turbine for the development of its projects in the United States. The Group requirements in the United States and Canada in 2010 and a portion also entered into two agreements with REpower. The ﬁ rst covers of those projected in 2011. the supply of 954 MW in turbines intended for the ﬁ ve wind farms

EUROPE

Since 2006, the Group has entered into several framework turbine These orders will cover all the Group’s forecast turbine requirements supply agreements with REpower, Vestas and Enercon. in Europe in 2010 and a portion of those projected in 2011. During 2009, the Group acquired 74 MW in turbines from Vestas Accordingly, at 31 December 2009, all the Group’s delivery on favourable terms intended for the construction of the Benorva commitments in Europe and the United States covered turbines facility in Sardinia. representing 2,524 MW in total capacity. At 31 December 2009, delivery commitments given by these suppliers covered turbines with capacity totalling 509 MW (282 MW from Vestas, 167 MW from Enercon and 60 MW from REpower).

Supply of photovoltaic panels

As in the wind energy segment, the Group is actively pursuing a In 2007, the Group entered into a photovoltaic panel supply strategy of securing its supply chain of photovoltaic panels for the agreement with US group First Solar. This contract was later amended construction of photovoltaic power plants for its own account and by supplemental agreements signed in March and November 2008. for third parties in Europe and in North America. All in all, First Solar’s delivery commitments total 452 MWp for the period running from 2010 to 2012. During 2009, the Group entered

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into an agreement with First Solar covering the construction of At 31 December 2009, all the Group’s delivery commitments the largest plant in France manufacturing solar panels with an (excluding the First Solar plant and Nanosolar contract) add up initial annual capacity of 100 MWp (see section 6.5.2.1 (b) of this to photovoltaic panels representing 620 MWp in total capacity registration document). The Group will receive the entire output (including 452 MWp from First Solar), part of which are based on the from the facility for its own beneﬁ t during its ﬁ rst ten years in exercise of options. operation (at least 100 MWp p.a. from 2012 onwards). Lastly, the Company formed a partnership during 2008 with US In addition, the Group has also signed various agreements since company Nanosolar giving the Group access from 2010 to a portion 2007 covering the supply of more limited amounts of photovoltaic of its output of photovoltaic panels from 2010 onwards (see panels with US manufacturers Unisolar and Sunpower, French group section 6.5.2.1 (b) of this registration document). Photowatt, and Chinese suppliers Suntech, Yingli Green Power and Solarfun.

Brand licensing agreement with the EDF group

During 2006, the Group entered into a brand licensing agreement with EDF relating, in particular, to use of the EDF brand in its corporate name (see section 11.2 of this registration document).

Joint venture agreement with EDF Energy

During 2008, the Company signed a joint venture agreement with EDF Energy, a wholly-owned subsidiary of EDF, to set up EDF Energy Renewables, which aims to develop, build and/or operate power plants generating electricity from renewable energies (see section 6.5.1.1 (d) of this registration document).

Framework research and development agreement with EDF

In 2008, the Company entered into a framework agreement to structure cooperation with EDF on research and development programmes in the ﬁ eld of renewable energies (see section 11.1 of this registration document).

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None.

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The Company’s Articles of Association and minutes of the general Information offi cer: meetings, the individual and consolidated fi nancial statements, the Philippe Crouzat Statutory Auditors’ reports and all other corporate documents may be consulted in paper form at the Company’s registered offi ce. Chief Financial Offi cer All the information made public by the Group in accordance with Coeur Défense - Immeuble 1 - Défense 4 Article 221-1 of the AMF’s General Regulation are accessible for 90, Esplanade du Général de Gaulle - 92933 Paris La Défense Cedex download on the Company’s web site at the following address: Tel.: +33 (0)1 40 90 23 00 www.edf-energies-nouvelles.com, and a copy may be obtained at the Company’s registered offi ce: 90, Esplanade du Général de Gaulle — 92933 Paris la Défense Cedex.

2009 Registration Document • EDF Energies Nouvelles 231 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 25 Information on equity interest

Information about companies in which the Company holds an interest likely to have a material impact on an analysis of its ﬁ nancial position or results may be found in Chapter 6 of this registration document.

232 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Glossary

Biofuel: fuel derived from a renewable material or plant matter Alternative energy: energy generated from non-fossil fuels. (colza, maize, cereals, sugar cane, etc.). Wind energy: energy generated via a wind turbine device or a wind Biodiesel: fuel obtained from vegetable or animal oil transformed mill. This type of energy is a renewable energy. using a chemical process called transesterifi cation. Biodiesel can Fossil energy: fossil energy is the chemical energy contained in be used on its own in engines or may be blended with petrodiesel. fossil fuels. Over the course of geological history, less than 1% of Bioethanol: ethanol of agricultural origin obtained through organic matter (biomass) has been buried in the ground or settled fermentation of sugars from plant raw materials (sugar beet, cereal as sediment at the bottom of lakes and oceans. This matter then crops, potatoes, Jerusalem artichoke, wood) or “waste” (whey, turned into kerogen and then into fossil fuels, such as petroleum, waste paper, etc.). It may be used either on its own or may be natural gas or coal. blended directly with petrol, but oil companies use it to produce Hydro energy: hydro energy is generated through the movement ethyl tertio butyl ether (ETBE), which is blended with petroleum to or accumulation of an incompressible fl uid, such as fresh water or make a biofuel. sea water. This movement produces mechanical force, which is used Biogas: Gas produced from the fermentation of animal or plant- directly or converted into electricity. based organic materials in the absence of oxygen. Biogas derives Primary energy: energy present in natural resources, such as coal, solely from methane. Biogas is thus a renewable form of the raw petroleum, sunlight, uranium, which has not undergone a very widely used fossil fuel natural gas, which basically contains conversion or transformation by human beings. methane, plus butane, propane and other ingredients. Renewable energies: generated by the sun, wind, terrestrial heat, Biomass: non-fossil organic material from biological sources. These waterfalls, water currents or growth of plants and recycling of waste, materials include directly usable plant matter and the residues of the use of such energy results in little to no waste or pollutants. This previously used biomass (agricultural waste, domestic waste, type of energy is generated from permanent renewable sources. animal residue and forestry waste). Renewable energies are categorised as “fl ow” energy rather than Generating capacity: the capacity of a power plant to generate a “stock” energy, the latter consisting of the limited deposits of fossil specifi c quantity of electricity at a specifi c time and for a specifi c fuels, such as petroleum, coal, gas and uranium. duration, measured in kilowatts or megawatts (MW). Solar energy: solar energy is traditionally sub-divided into Installed capacity: generating capacity installed at a generating photovoltaic energy and passive solar energy. Photovoltaic energy facility or a set of facilities. is the generation of electricity from sunlight, in particular with solar panels, whereas passive solar energy is the direct use of sunlight Solar collector: a device that absorbs solar radiation, converts it for heating. to thermal energy and passes it to a heat transfer fl uid (air, water). Passive solar energy: the oldest use of solar energy is to benefi t Photovoltaic cell: a device that directly converts solar radiation from the direct presence of solar radiation, known as passive solar into electrical power. The cells are arranged in panels, which are energy. In order for a structure to best take advantage of sunlight, contained in solar panels. the building’s architectural design should provide for the presence Power plant: facility where electricity is generated. of solar energy (double-skin facades, south-facing orientation, Thermal plant: power plant that burns fuels, such as coal, petroleum glass panel surfaces, etc.). Thermal isolation plays an important or natural gas in order to generate electricity. role in the optimisation of the proportion of passive solar energy used in the heating and lighting of a building. Cogeneration: technique for the combined generation of heat and electricity. The advantage of cogeneration is that the heat generated Thermal energy: thermal energy is electricity generated from heat. by combustion may be recovered and utilised, whereas this heat is Thermal power plants burn fossil fuels such as coal, natural gas or lost in the conventional generation of electricity. petroleum and generate electricity through steam. Fossil fuels: carbon-based fuels derived from carbon fossil deposits, Useful energy: the energy that is actually available for use by including coal, petroleum and natural gas. the consumer after fi nal conversion by its electrical devices (for example, heat, mechanical energy or light). Sustainable development: development that satisfi es current needs without compromising the ability of future generations to Onshore wind energy: wind energy capacity installed on land as satisfy their own needs. opposed to on the sea or offshore. Ethanol: an alcohol obtained notably through chemical synthesis Carbon dioxide (CO2): a naturally-occurring gas, which is a product of biomass and fossil fuel combustion, as well as changes in land after gasifi cation of products containing carbon, including wood. allocation and other industrial processes. Sea turbine: a sea turbine is installed under water and uses the DSSA: development and sale of structured asset business kinetic energy of sea currents, in the same manner as a wind turbine conducted by the Group, which primarily consists in developing and uses the kinetic energy of the air. building renewable energies projects for third parties.

2009 Registration Document • EDF Energies Nouvelles 233 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa 25 Glossary

Kilowatt hour (kWh): a unit measuring energy and work, which Photovoltaic: a photovoltaic cell is an electronic device which, when corresponds to 1,000 watts per hour. A kilowatt hour corresponds to exposed to light (photons), generates electrical tension (voltage) the energy consumption of a 1,000 W electrical device in operation (this effect is called the photovoltaic effect). for one hour. Its multiples are also used: MWh (megawatt hour) or P50: annual production volume with a 50% probability of occurrence. TWh (terawatt hour). 1 MWh = 1,000 kWh and 1 TWh = 1 billion kWh. In other terms, the probability of achieving annual production ISO 14001: an international norm defi ned in 1996 by the International greater than or less than P50 is 50:50. The P50 generation volume Organization of Standardization. Classifi ed in the same category as is estimated on the basis of average wind, determined from long- ISO 9001 (quality), this norm offers an Environmental Management term historical data. System (EMS) to entities, which may be certifi ed upon satisfaction Repowering: reinstallation of an existing wind farm, through the of specifi c requirements. replacement of old devices with highly effi cient new devices. Energy control: all means implemented to use energy resources Renewable energy source: every source of energy, other than most effi ciently. This term refers to all energy savings, rational use fossil fuels and nuclear fi ssion, the use of which does not restrict of energy and alternative energy substitutions. its future consumption. According to the defi nition adopted by the Megawatt (MW): megawatt is a unit of measurement for power. European Parliament in 2001, this type of energy consists of wind, It traditionally expresses the energy generation capacity of a solar, geothermic, wave, water current energy and hydro, as well generator (1 megawatt (MW) = 1 million de watts). as energy generated from biomass, landfi ll gas, gas from water treatment facilities and biogas. Peak Megawatt (MWp): peak watts is a measurement of the strength of a photovoltaic panel. On average, a peak watt Thermal solar generation: solar thermal uses the heat of the sun’s corresponds to the strength of a monocrystalline cell with a surface radiation. It can be used in a variety of ways, including solar heat of one square decimeter with dimensions of 100 mm x 100 mm. Peak pumps, solar water heaters, solar space heating and cooling, solar power represents the power generated by the panel at its maximum cookers and solar dryers. strength, with solar irradiation of 1,000 W/m2 and cell temperature Terrawatt hour (TWh): a unit measuring energy and work, which of 25°C. corresponds to 1 billion kilowatt hours (kWh). Wind farm: group of windmills generating electricity. A farm can Turbine: rotating motor that converts the kinetic energy of moving include from approximately ten to hundreds of windmills. air into mechanical energy or electricity.

234 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 1 2009 report by the Chairman of the Board of Directors of EDF Energies Nouvelles on corporate governance and internal control procedures

Introduction

Pursuant to Article L.225-37 of the French Commercial Code, ➤ compliance with the law and regulations; this report includes for 2009 information concerning corporate ➤ application of the instructions and guidelines set by Executive governance (composition, preparation and organisation of work Management; by the Board of Directors, duties and operation of the Board of Directors’ committees) and internal control and risk management ➤ proper operation of the Company’s internal business processes, procedures implemented by EDF Energies Nouvelles SA, including notably those contributing to protecting its assets; those applied by signifi cant subsidiaries over which it has control. ➤ reliability of fi nancial reporting. The fi rst chapter covers how the work performed by the Board of Directors is prepared and organised, and the following chapters The Company ensures that the general internal control principles address internal control procedures following the key stages in the outlined in the AMF’s reference framework are actually taken into international COSO (COmmittee of Sponsoring Organisations of the account in its internal control programme. Treadway Commission) framework, which defi nes internal control as This document includes a summary of the dynamics of change a process applied by the Board of Directors, executive management, in internal control within the EDF Energies Nouvelles group (the managers and other personnel, to provide reasonable assurance of: Group).

1 Corporate governance

1.1 PREPARATION AND ORGANISATION OF WORK PERFORMED BY THE BOARD OF DIRECTORS

Role and powers of the Board of Directors ➤ four appointed by the EDF group: Following the Company’s IPO and under the terms of the – EDEV represented by Pierre Lederer, shareholders’ agreement entered into on 17 July 2006 between – EDF represented by Jean-Charles Samy, the EDF group and the Mouratoglou group, the Board of Directors comprises nine directors representing the shareholders: – Corinne Fau,

– Jean-Louis Mathias;

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Corporate governance

➤ three appointed by the Mouratoglou group: The Internal charter of the Board of Directors notably aims to lay down, in accordance with the legal and regulatory framework and – Pâris Mouratoglou, Chairman of the Board, the Articles of Association, the organisation and operation of the – Société Internationale d’Investissements Financiers represented Board of Directors and its committees, as well as the rights and by Catherine Mouratoglou, obligations of directors (2).

– Jean Thomazeau;

➤ two independent directors (1): Role of the Chairman of the Board of Directors and Executive management – Élie Cohen - Research director at the CNRS, Professor at the Institut d’Études Politiques, Member of the Prime Minister’s The Board of Directors is chaired by Pâris Mouratoglou, who Economic Analysis Board – appointment proposed by the EDF organises and directs the Board’s work and reports to the Annual group, General Meeting. The Chairman of the Board monitors the operation of the Company’s management bodies and ensures, in particular, – Pierre Richard – former Chairman of the board of directors of that the directors are able to carry out their duties. Dexia SA, Expert appraiser with the board of directors of the European Investment Bank - appointed on the recommendation Since 2006, the duties of Chairman of the Board and of Chief of the Mouratoglou group. Executive Offi cer have been split. David Corchia is the Chief Executive Offi cer and is assisted by Yvon André acting as the The Board of Directors is the primary body making decisions and Company’s Chief Operating Offi cer (France and New Business), exercising control. The Board of Directors sets a strategic course for Christophe Geffray as Chief Operating Offi cer (Industry), Michel the Company’s business activities and oversees its implementation. Trousseau as Chief Operating Offi cer (Northern Europe, Eastern It met on average once per month and through its deliberations Europe and Photovoltaic Procurement) and Olivier Paquier, acting it determined the Company’s strategic, economic, fi nancial and since 1 October 2009 as Chief Operating Offi cer as Chief Operating technological priorities. Offi cer (Distributed Energies). The Board of Directors possesses the broadest powers to act in all At its meeting on 22 September 2009, the Board of Directors chaired circumstances in the name of the Company and exercises its duties by its Chairman renewed the term of offi ce of the Chief Executive in accordance with Article L.225-35 of the French Commercial Code, Offi cer and that of the Chief Operating Offi cers for a further period the Internal charter adopted by the Board of Directors and the of three years, i.e. until 31 December 2012. Company’s Articles of Association. The Board’s decisions are made in accordance with the majority Assessment and evaluation of the operating and quorum requirements laid down in law. Exceptionally, pursuant procedures of the Board of Directors to Article 15 of the Articles of Association, the following decisions require approval by more than two-thirds of the directors present The Board of Directors met 11 times during 2009. The average or represented: turnout rate for directors at board meetings stood at 82%. The attendance rate at meetings of the committees was 100%. ➤ approval of the general expense and development cost budget (cash development costs and corporate overheads), if the budget In accordance with Article 19 of the Internal charter, the Board is 15% above the previous year’s budget; of Directors holds a discussion once each year on its operating procedures. The Board of Directors evaluates its own procedures, ➤ approval of investments the profi tability of which would be less with this evaluation being delegated by the Chairman of the Board than that required by the following criteria applicable within the to independent directors. Group of which the Company is a member; The evaluation for the 2009 fi nancial year was conducted based on ➤ approval of the sale or construction of assets whose value a questionnaire submitted to directors concerning the principles exceeds €25,000,000, with the exception of turn-key facilities; and arrangements for the operation of the Board of Directors.

➤ authorisation of any investment in countries outside the European The results reviewed by the Board of Directors on 13 January 2010 Union and the United States; reﬂ ected a satisfactory level in terms of the operation of the Board of Directors and its committees. ➤ decisions to propose any amendment to the company’s articles of association relating to dividend distribution rules to shareholders The evaluation of the Board’s work in 2008 highlighted directors’ at an extraordinary general meeting; desire for the possibility of a technical expert being named to join the Board. A change to the Articles of Association was adopted at ➤ approval of the acquisition or sale of all assets to be carried out the General Meeting of the shareholders on 29 May 2009 to create with an entity owned directly or indirectly by the EDF group. the position of non-voting director. The Board now has the option of The Chairman of the Board of Directors does not have a casting vote. appointing one or two non-voting directors who participate in Board meetings in an advisory capacity.

(1) Under the Internal charter, “an independent director does not maintain, directly or indirectly, any type of relationship with the Company, the Group or its management, that might affect or compromise his freedom of judgment or is of a nature liable to put him in a conﬂ ict of interest with the Company, the Group or its management.” (2) Substantial excerpts from the Internal charter appear in Chapters 16.3 and 21.2 of the registration document.

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Corporate governance

The Internal charter and insider trading rules were amended to 9 February 2010 based on the report drafted by the Nominations reﬂ ect this new Board position. and Remuneration Committee and taking into account the criteria of the Internal charter, in accordance with the AFEP-MEDEF’s corporate In addition, the Board of Directors approved the independent governance code. director status of Élie Cohen and Pierre Richard at its meeting of

1.2 DUTIES AND OPERATING PROCEDURES OF THE BOARD’S COMMITTEES

During 2007, the Board of Directors decided to pool the – monitoring the preparation process for fi nancial reporting, and Nominations and Remuneration Committees. The Board of Directors – ensuring the accuracy and quality of fi nancial reporting within the was thus assisted during the 2009 fi nancial year by three technical Company; committees: ➤ with regard to external control: ➤ an Audit and Risk Committee; – the Committee is responsible for monitoring the statutory audit ➤ a Nominations and Remuneration committee; of the individual and consolidated fi nancial statements, ➤ a Strategy committee. – a crucial role of the Audit and Risk Committee is to safeguard the The duties of each of these three technical committees appear in independence and objectivity of the Statutory Auditors: the Internal charter of the Board and are presented in Chapter 16 of the Company’s Registration document. – by overseeing the selection procedure for Statutory Auditors and by reviewing matters related to the appointment, renewal and dismissal of the Company’s Statutory Auditors and Role of the Audit and Risk Committee by issuing to the Board a recommendation concerning the Statutory Auditors proposed for appointment at the Annual On 19 March 2009, the Board of Directors decided to make the General Meeting, following changes to the remit of the Audit and Risk Committee shown in the Internal charter, which now reads as follows: – through a review of the amount and details of the fees paid by the Group, to the Statutory Auditors and the network to Excerpt from the Internal charter: which they may belong. In this respect, the Committee must “The Audit and Risk Committee assists the Board of Directors with be informed of the fees paid by the Company and Group and ensuring that the Company’s individual fi nancial statements and the ensure that the amount or the proportion of the audit fi rm’s Group’s consolidated fi nancial statements provide a true and fair and its network’s revenues that they represent, are not liable to view, and safeguarding the quality of the internal control framework compromise the independence of the Statutory Auditors. and information reported to shareholders and the market. It follows up on matters related to the preparation and control of accounting In addition, the Audit and Risk Committee will examine all issues and fi nancial information. within its remit that the Board of Directors may submit to it in order to seek its opinion. Its duties, as defi ned by the Board of Directors, include: In fulfi lling its duties, the committee, if it so wishes, may meet with ➤ with regard to the fi nancial statements: the Statutory Auditors in the absence of corporate offi cers, directors

– carrying out the preliminary review of draft individual and who are not members of the committee and members of the fi nance consolidated fi nancial statements, both annual and interim, to department. It may also meet with Company employees responsible check the way in which they were drawn up and to ensure the for preparation of the fi nancial statements and internal control, accuracy and consistency of accounting principles and methods including the heads of fi nance and accounting, in the absence of used, corporate offi cers. The committee must be able to consult external experts as and – examining risks, litigation and signifi cant off-balance sheet when required. commitments, The committee should be given suffi cient time to review the – ensuring the correct treatment of signifi cant transactions at Company’s fi nancial statements. The Statutory Auditors must Group level, be present at Audit and Risk Committee meetings in which the – regularly assessing the Company’s and Group’s fi nancial position, Company’s fi nancial statements are examined. cash position and signifi cant commitments; More precisely, the committee must check that fi nancial control ➤ in terms of internal control, the Committee is responsible for: procedures and internal information gathering and control procedures are clearly defi ned and that they safeguard the – monitoring the effectiveness and quality of the Group’s internal reliability and accuracy of fi nancial reporting. It assesses them and, control and risk management systems, chiefl y to ensure that the if necessary, makes improvements to them on a regular basis. individual and consolidated fi nancial statements provide a true and fair view of the Company’s and Group’s actual position, and Activity reports provided to the Board of Directors must ensure that the fi nancial statements comply with accounting standards, that the latter is kept fully informed of recommendations and conclusions of the Committee’s work. It must inform the Board of Directors as swiftly as possible of any diffi culties encountered in the performance of its duties.

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Corporate governance

For all of its duties, the Committee must present its conclusions, Nominations and Remuneration Committee recommendations, proposals or opinions to the Board, whose task it is to make decisions. The Nominations and Remuneration Committee is composed of Pierre Richard, its chairman and independent director, Pierre The Committee also has the duty of reviewing the Chairman’s report Lederer, EDEV’s permanent representative, and Pâris Mouratoglou. on the operation of the Board and internal control, which is required by law. The principal remit of the Nominations and Remuneration committee is to prepare for the decisions by the Board of Directors on the In 2009, the Audit committee comprised Élie Cohen, Chairman and compensation and benefi ts in all their various forms to be paid to independent director, Jean Thomazeau and Olivier Paquier, EDF’s offi cers and directors of the Company (Chief Executive Offi cer, Chief permanent representative. Operating Offi cers, directors, Chairman of the Board) and to review On 22 September 2009, the Committee named Jean-Charles Samy candidacies for all positions as offi cers and directors and to present as a new member of the Audit and Risk Committee to replace Olivier recommendations to the Board. Paquier in this role. Mr Samy is the permanent representative of During 2009, the Committee met four times and primarily considered EDF SA. Jean-Charles Samy attended the Audit and Risk Committee the following matters: meeting in December 2009. ➤ the remuneration paid to offi cers and directors; The primary role of the Audit and Risk Committee is to help the Board of Directors ensure that the Company’s individual fi nancial ➤ the appointment of a new chief operating offi cer; statements and the Group’s consolidated fi nancial statements ➤ the candidacies proposed to the Board of Directors; provide a true and fair view, and to safeguard the quality of the internal control framework and information reported to ➤ the AFEP-MEDEF recommendations concerning the compensation shareholders and the market. and benefi ts paid to the senior executives of listed companies;

During the 2009 ﬁ nancial year, the Audit and Risk Committee met ➤ the severance payments due to senior executives in the event of four times, notably in order to examine: their departure;

➤ the individual and consolidated fi nancial statements for the 2008 ➤ the renewal of a director’s term of offi ce; fi nancial year; ➤ the criteria for allocating attendance fees to directors; ➤ the interim fi nancial report (30 June 2009); ➤ implementation of a loyalty reward system for employees around ➤ the 2010 budget and the Company’s medium-term business plan; the world, notably including a bonus share allotment plan;

➤ the Group’s fi nancial and cash position; ➤ the renewal of the terms of offi ce of the Chief Executive Offi cer and Chief Operating Offi cers; ➤ the risk mapping survey; ➤ determination of the objectives for senior executives’ ➤ the Chairman’s 2008 report; discretionary payments; ➤ certain internal control procedures and specifi c accounting ➤ procedures; the annual review of directors’ independence.

➤ the Group’s internal audit programme for 2010-2011; Strategy Committee ➤ the new contracts with business providers. The Strategy committee is composed of fi ve members, namely Élie Following the order of 8 December 2008 transposing the 8th Cohen, its chairman and an independent director, Pierre Lederer, European directive into French law, the duties of the Audit EDEV’s permanent representative, Jean-Louis Mathias, Pâris Committee and also its name–it is now known as the Audit and Risk Mouratoglou and Jean Thomazeau. Committee–were changed by the Board to refl ect explicitly the fact that the Committee’s remit includes monitoring the effi ciency of: The Strategy committee’s role is to assist the Board of Directors with implementing the Group’s strategy and carrying out investments. ➤ internal control systems; and During 2009, the Committee met three times and considered the ➤ the risk management system. following principal matters:

The Board of Directors ofﬁ cially designated the Audit and Risk ➤ the ﬁ nancial crisis and its effects; Committee as the Committee referred to in Article L. 823-2-19 of the French Commercial Code and also designated the member of ➤ investment in new regions;

the Committee with particular ﬁ nancial or accounting expertise and ➤ the First Solar project; qualifying as an independent director as deﬁ ned in the Company’s Internal charter. ➤ bio energies, i.e. biomass, biogas and biofuels.

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Corporate governance

1.3 ORGANISATION AND OPERATING PROCEDURES OF EXECUTIVE MANAGEMENT

Executive Committee exceeding this amount on an individual basis, if their total annual amount exceeds this threshold, including the value of any The Chief Executive Ofﬁ cer set up an Executive Committee underlying assets. comprising seven members representing the Group’s various € business and geographic segments. The Committee studies issues (b) As soon as their unit amount exceeds a threshold of 25,000,000, and decisions concerning the Group’s strategy and investments. ➤ divestment decisions, including the value of any underlying At 31 December 2009, the Committee comprised: assets.

➤ David Corchia, Chief Executive Offi cer; (c) Below the thresholds stated in paragraphs (a) and (b), the Chief Executive Offi cer may take the aforementioned decisions with ➤ Yvon André, Chief Operating Offi cer (France and New Business); the prior authorisation of the Board provided that (i) they relate ➤ Philippe Crouzat, Chief Financial Offi cer; to transactions in the Company’s normal business segments (onshore wind, solar, photovoltaic and biomass) and in countries ➤ Christophe Geffray, Chief Operating Offi cer (Industry); belonging to the European Union and in North America, and (ii) ➤ Laurence Juin, Deputy Chief Executive Offi cer (southern Europe); between €2,000,000 and the aforementioned thresholds of €50,000,000 or (for divestments) €25,000,000, the Company’s ➤ Michel Trousseau, Chief Operating Offi cer (Northern and Eastern commitments committee has issued an unanimous positive Europe and Photovoltaic Procurement); opinion. Should one or other of these conditions not be satisfi ed, ➤ Olivier Paquier, Chief Operating Offi cer (Distributed Energies) the relevant decision(s) will require the prior authorisation of the since 1 October 2009. Board of Directors. (d) The following transactions or decisions will also be submitted Restrictions placed on the authority of the Chief for the prior approval of the Board of Directors: Executive Offi cer and Chief Operating Offi cers ➤ the adoption of the annual budget and spending commitments exceeding the amounts described above; Pursuant to Article L. 225-56 of the French Commercial Code, the Chief Executive Offi cer holds the broadest powers to act, in ➤ any involvement in business activities not provided for in the all circumstances, on behalf of the Company. He exercises his Company’s business plan; authority within the scope of the Company’s corporate purpose, ➤ investment as a partner in a company or other entity, whether a subject to the powers expressly reserved for the general meetings legal person or not, the partners of which are liable in whole or in of the shareholders or to the Board of Directors by applicable law. part for its debts; The Chief Operating Offi cers hold the same powers as the Chief Executive Offi cer vis-à-vis third parties. ➤ approval of investments whose profi tability would be less than In accordance with the Articles of Association and the Internal that required by the following criteria applicable within the EDF charter, certain decisions require the prior authorisation of the group: (i) the net present value/investment ratio must exceed Board of Directors. Article 9.1 of the Internal charter states that prior 10% and (ii) there must be an accretive impact on net income authorisation of the Board is required for the following decisions: within three years; (a) As soon as their amount exceeds a threshold of €50,000,000: ➤ the acquisition or disposal of any assets from or to an entity owned directly or indirectly by the EDF group; ➤ investment decisions; ➤ the designation of members of the Company’s Commitments ➤ the signature of contracts, other than those related to an Committee. investment approved by the Board, involving obligations of this amount, including the value of any underlying assets; The Commitments Committee is currently composed of Pâris Mouratoglou and Pierre Lederer. ➤ borrowings through a single loan equal to or exceeding this threshold or less than this amount if several loans are involved and their annual total exceeds this threshold, except for loans that have been previously approved as part of one or more investment projects;

➤ any investment or commitments, including guarantees, pledges, liens, mortgages or other sureties, whether or not in an amount

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Corporate governance

1.4 PRINCIPLES AND RULES FOR DETERMINING THE COMPENSATION AND BENEFITS PAID TO OFFICERS AND DIRECTORS AND APPLICATION OF THE CORPORATE GOVERNANCE CODE

Directors’ attendance fees During 2009, the allotment of bonus shares to the Chief Executive Offi cer and the Chief Operating Offi cers was contingent on The rules set by the Board of Directors, which do not override any continued presence within the Group and for their entire amount on restrictions set by the General Meeting of the shareholders, are as performance criteria. These allotments were made concomitantly follows: with an allotment plan covering all employees of the EDF EN group ➤ a fi xed annual allowance of €15,000; at a company in which the Group owns an interest of over 50%.

➤ an allowance varying according to the director’s attendance of The allotments made during 2009 to the Chief Executive Offi cer and €2,000 per Board or committee meeting; the Chief Operating Offi cers represent around 15% of all the bonus shares granted. ➤ payment in January for the allowance in respect of attendance during the previous year and in June in respect of the fi xed allowance. Corporate governance code This said, a cap of €40,000 was set for the total amount of fees Upon its IPO in 2006, the Company decided, with a view to promoting to be received in respect of each fi nancial year by each of the transparency and full disclosure to the public, to implement the independent directors. recommendations of the 2003 AFEP-MEDEF corporate governance code, subject to the specifi c stipulations of the shareholders’ agreement signed by the EDF group and the Mouratoglou group. Senior executives’ compensation and benefi ts In particular, the Company set up three committees (Audit, The fi xed and discretionary portions, as well as the benefi ts in kind Nominations and Remuneration, Strategy) and two independent received by the Chairman of the Board, the Chief Executive Offi cer directors were appointed to the Board of Directors. and the Chief Operating Offi cers are determined by the Board based On 6 October 2008, the AFEP-MEDEF code was amended to on a proposal submitted by the Nominations and Remuneration incorporate various recommendations concerning the compensation committee. of listed companies’ offi cers and directors. The code, as amended, The Chairman of the Board of Directors does not receive any is available on the MEDEF’s web site (www.medef.fr). discretionary payments. At its meeting on 3 December 2008, the Board of Directors of EDF For the 2009 fi nancial year to be paid in 2010, the Board of Directors Energies Nouvelles apprised itself of the AFEP-MEDEF’s latest decided to base the discretionary payments for other offi cers on recommendations. In this respect, the Board of Directors noted at attainment of the EDF Energies Nouvelles group’s fi nancial and this date that most of these recommendations, which fi tted with the operating performance objectives (in terms of energy generation Group’s corporate governance programme adopted in 2006, were capacity) at 31 December 2009. already implemented by EDF Energies Nouvelles. For the 2010 fi nancial year and the discretionary payments to be The Board of Directors of EDF Energies Nouvelles adopted on paid in 2011, the Board of Directors will set its revised criteria at the 22 September 2009, as it had promised, the requisite changes to beginning of 2010. comply fully with the recommendations of the AFEP-MEDEF code concerning the compensation paid to the offi cers and directors of In addition, after consulting with the Nominations and Remuneration listed companies. Committee, the Board of Directors set up for the Chief Executive Offi cer at its meeting on 22 September 2009 a long-term incentive To this end, David Corchia announced that he would forgo the bonus over three years, which will vest on a pro rata temporis basis benefi t of his employment contract on 31 December 2009 to comply subject to the attainment of fi nancial objectives that were set by with the rule on Chief Executive Offi cers not holding an employment the Board for 2010, 2011 and 2012, upon the renewal of the Chief contract simultaneously. Executive Offi cer’s term of offi ce. The AFEP-MEDEF code, as amended in 2008, is the corporate Note that senior executives do not qualify for any top-up pension governance code to which EDF Energies Nouvelles will refer, subject plan. to the stipulations of the aforementioned shareholders’ agreement (see AMF decision no. 206C2226 of 7 December 2006).

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1.5 ARRANGEMENTS FOR SHAREHOLDERS’ PARTICIPATION AT GENERAL MEETINGS

All shareholders, irrespective of the number of shares that they For holders of registered shares, this accounting record in the possess, are entitled to participate in general meetings, either by registered share accounts on D-3 is sufﬁ cient to permit their attending them in person or by being represented by their spouse participation in the general meeting. or another shareholder or by voting by correspondence. For holders of bearer shares, the authorised intermediaries keeping To participate in the general meeting, shareholders have to prove the bearer share accounts must directly certify their customers’ their status by means of the accounting record of the shares in their status as shareholders with the central organiser of the general name or in the name of the intermediary duly registered on their meeting by producing a participation attestation that they attach behalf by midnight Paris time on the third day preceding the general to the unique distance (or proxy) voting form or to the request meeting (hereinafter D-3), in the registered share accounts, or in for an admission card on the shareholder’s behalf prepared in the the bearer share accounts kept by their authorised intermediaries. shareholder’s name or on behalf of the shareholder represented by the registered intermediary.

1.6 PUBLICATION OF INFORMATION ABOUT THE IMPACT OF CERTAIN PROVISIONS IN THE EVENT OF A PUBLIC OFFER

The information provided for in Article L. 225-100-3 is disclosed The annual ﬁ nancial report is available for download from the in section 7.5 “Impact in the event of a public offer” of the 2009 Regulated Information section of the Company’s web site at management report. This section is included in the annual ﬁ nancial www. edf-energies-nouvelles.com. report, adopted by the Board of Directors on 9 February 2010.

2 EDF Energies Nouvelles’ Internal Control

The goal of this document is not to present an exhaustive overview deemed to be signiﬁ cant, as well as on the principal systems in of all the control systems within the Group’s companies, but to place during 2009, with a spotlight on key measures implemented put the emphasis on the control procedures for activities or risks during 2009.

2.1 CONTROL ENVIRONMENT

Internal control policy (i) Internal control principles and objectives Continuous improvement in internal control, i.e. keeping a tight grip Internal control comprises all the measures implemented within on operations, is a responsibility of the managers. It is a permanent the Group to provide its offi cers and each of its managers with goal that must be shared and pursued by each member of staff. reasonable assurance that risks are kept under control, its operations are effective and its resources are used effi ciently. Since 2003, the fi nancial security law (LSF) has required the Chairman of the Board of Directors of all publicly traded companies In particular, it targets: to report annually on the internal control procedures implemented ➤ compliance with the law and regulations; by the Company. In addition, the law of 3 July 2008 transposing the Fourth and Seventh European directives has introduced additional ➤ application of the instructions and guidelines set by Executive requirements. Management; As part of its drive to make progress, the Group makes constant ➤ proper operation of the Group’s internal business processes, improvements to its internal control framework, notably through notably those contributing to protecting its assets; more extensive deployment across its subsidiaries. ➤ reliability of fi nancial reporting.

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Internal control is an integral part of all business activities. It is Monitoring implemented at every level with a view to achieving continuous Internal control systems need to be monitored at all times, and improvement and is overseen by managers. In accordance with the their performance should be assessed from time to time to achieve delegation principles, it is deployed at all the Group’s units. Each continuous improvement. System failings should be brought to management tier is responsible for internal control and reports on management’s attention. The most serious defi ciencies should be it to its own direct superiors. reported to the Group’s senior executives. Control efforts are constantly adjusted to risk factors and priorities. (iii) The Group’s internal control system (ii) Five components of internal control The internal control system of the EDF Energies Nouvelles group In accordance with the COSO (COmmittee of Sponsoring was defi ned, documented and implemented in July 2006. It mirrors Organisations of the Treadway Commission) framework, internal the key stages of the COSO framework and takes into account the control comprises fi ve interdependent factors: general internal control principles outlined in the AMF’s reference framework published in January 2007. Control environment The Group’s internal control system is placed under the control The control environment is the foundation for all other components of the Board of Directors and the Audit and Risk Committee and of internal control, setting the tone for operating style and control under the authority of the Chief Executive Offi cer. At the companies within the Group. It is notably characterised by the Group’s values, in France, it draws on the business line and functional managers delegation of powers and performance enhancement systems. and at the signifi cant controlled subsidiaries outside France on Risk assessment local correspondents. The latter are responsible for implementing policies, norms and procedures defi ned by the Group’s executive This consists in identifying and analysing internal and external management. risks likely to affect achievement of the Group’s objectives and then determining how, depending on the priorities to which they refer, In connection with the continuous improvement of internal control these risks can be managed. processes, the Group’s new internal control policy was circulated in December 2008 to all its internal control offi cers (in France and Control activities abroad). In particular, it reiterates the principles and objectives of These are policies and procedures that help ensure management internal control. directives are carried out. They help ensure that necessary actions In line with the AMF’s recommendations stating that “In the case of are taken to address risks to achievement of the entity’s objectives. a group, the parent company ensures that internal control systems Information and communication exist within its subsidiaries”, the Chief Executive Offi cer of the EDF EN group reinforced the deployment of the internal control system Relevant information must be identifi ed, gathered and passed on by documenting the obligations of subsidiary managers in terms of in a form and within a timescale enabling all staff to monitor and internal control in an assignment letter (December 2008). control the operations for which they are responsible. Information systems must in particular have the requisite protection to safeguard the reliability of operational, fi nancial and regulatory data.

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Each manager is responsible for implementing and monitoring internal control within his or her scope of authority. The system has four levels:

AUDIT COMMITEE CORPORATE INTERNAL CONTROL LEVEL 4

France USA Canada Mexico Italy Portugal Greece Spain Germany UK Bulgaria Belgium Turkey LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3 LEV 3

EDF Energies enXco EDF EN Electrica EDF EN EDF EN EEN Hellas SIIF Energies enXco EDF EN SIIF Energies Verdesis EEN Inc. Canada Inc. Italia Portugal Iberica GmbH Renewables Bulgaria Nouvelles del Valle EDF EN EGE de Mexico - EDF EN UK Holding EDF EN EE VM Greece Fotosolar France La Ventosa Cumbria SA EDF EN Wind Farms Développement EDF EN Services INTERNAL CONTROL – BUSINESS LINE, FINANCIAL AND FUNCTIONAL MANAGERS EDF ENR LEVEL 2

FUNCTIONS FINANCE BUSINESS LINES ³ Human ressources ³ Financial control ³ Wind and photovoltaic development ³ Information system ³ Consolidation ³ New business development ³ Internal audit ³ Accounting ³ Roof-based photovoltaic ³ Commercial purchases ³ Tax development ³ Logistics ³ Treasury and ﬁnancing ³ Implementation ³ Communication ³ Investor relations ³ Engineering ³ Environment and safety ³ Structured ﬁnancing ³Technical support ³ Mergers and acquisitions ³ Operations & Maintenance ³ Asset management ³DSSA

INTERNAL CONTROL – GROUP EMPLOYEES LEVEL 1

➤ Level 1: self-assessment performed by all employees in line with Ethical and environmental programmes the principles of the ethics and compliance charter adopted by the Group in 2006 and communicated to them; (i) Ethical programme ➤ Level 2: internal control performed by operational and functional The ethics and compliance charter, adopted by the Company’s Board managers; of Directors in July 2006, formally deﬁ nes EDF Energies Nouvelles’ ➤ Level 3: internal control performed by the manager of internal commitment to abide by the Group’s ﬁ ve core values:

control France and internal control managers at signiﬁ cant ➤ respect for the individual and tolerance; controlled subsidiaries outside France; ➤ respect for the environment and solidarity; ➤ Level 4: corporate internal control. ➤ performance;

(iv) Self-assessment of the internal control system ➤ integrity;

In accordance with the AMF recommendations, EDF Energies ➤ diversity and multi-culturalism. Nouvelles has conducted since 2007 a self-assessment of control systems implemented, as well as a description of the action plans The Ethics and Compliance was translated and circulated to all the speciﬁ c to each business line, function or area of expertise. Group’s employees. It is systematically given to the Group’s new employees. This self-assessment is carried out on the basis of the internal control guide after the relevant COSO chapters and includes the The fundamental principles of the Group’s charter are taken into recommendations made in the AMF reference framework. account in the contractual relationship with business partners and suppliers. This self-assessment is gradually being extended to all controlled subsidiaries through adaptations to include their results in the overall self-assessment.

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(ii) Environmental programme EDF Energies Nouvelles continues its drive to retain the loyalty of its employees. A programme to retain key employees was thus The onshore wind energy activities in mainland France and Corsica implemented, notably including: have gained ISO 14001 certifi cation. ISO 14001 certifi cation was gained in 2005, renewed in 2008 and validated again, with no ➤ an integrated compensation and benefi ts policy; breaches, in 2009 by an approved independent organisation ➤ a review of the Group’s key functions; (AFNOR) in respect of its development, construction, operations & maintenance and asset management business lines. ➤ a long-term incentive plan. This certifi cation backs up the implementation by the Group of an EDF Energies Nouvelles has introduced its own attractive environmental management system incorporating: compensation and benefi ts policy, which has various different components (fi xed salary, bonus, employee share ownership, etc.). ➤ an environmental analysis encompassing the Group’s business activities, the regulations applicable to them, and the Its business activities, its international presence, its entrepreneurial environmental impact that they may have; values and its image make EDF Energies Nouvelles an attractive player in the renewable energies sector and hold particular appeal ➤ an environmental policy that features a commitment to for graduates. continuous improvement and prevention of pollution, as well as compliance with applicable environmental laws, regulations and other undertakings that the Group has made; and Organisation and monitoring of information

➤ the organisational structure, planning activities, responsibilities, systems practices, procedures and resources required to identify, The information systems department reports to the Chief Financial implement, carry out, review and maintain the Group’s Offi cer (CFO), who is a member of the Executive Committee. environmental policy. To contend with the very rapid expansion in the Group and to meet This environmental management system is an integral part of the the development objectives for information systems, the Chief Group’s adherence to the principles of sustainable development. Executive Offi cer decided to strengthen the current department by In order for the Group to maintain its ISO 14001 certifi cation, regular setting up a Group information systems department. verifi cation (on an annual basis) that the system complies with the As part of this move, a Group information systems director was standard and renewal audits (every three years) by an independent hired in December 2009. body will be required. The principal tasks of the department will be to defi ne the Group’s operational strategy in terms of information systems, oversee Delegation of powers and segregation of duties major IT projects conducted by external service providers, ensure that information systems meet the Group’s needs while protecting Policies concerning the delegation and subdelegation of powers its security as effectively as possible, and adapt the information setting the various levels of approval per type of commitment systems on an ongoing basis to the Group’s expansion. have been introduced since 2006 at the Group’s French and US companies. The major projects planned for 2010 will notably include the roll-out of the full business continuity plan and analysis of the Deployment and adaptation of the delegation procedures for implementation of a fi nancial ERP suite. commitment powers continued at certain subsidiaries during 2009. These delegations of powers are updated twice a year in line with organisational changes, and some are validated by the board of Functional participants in internal control directors of Group subsidiaries. monitoring The principle of the segregation of duties concerning incompatible activities is clearly upheld. (i) Monitoring bodies Executive management Human resources management policy Executive management is the principal body monitoring the Group in terms of internal control. It determines the major priorities and In parallel to its rapid development and the signifi cant expansion ensures that internal control principles, standards and norms are in its workforce, the Group has gradually strengthened its human implemented. resources management in terms of employee recruitment, retention, mobility and safety. Organisation structure in France and international markets The Group has also structured its industrial relations policy by setting up an Economic and Social Unit (comprising EDF Energies EDF Energies Nouvelles is an international Group with a presence Nouvelles, EDF EN France, EDF EN Développement, EDF EN in 13 countries. Services and EDF EN Outre Mer) with a view to involving employee The boards of the country holding companies are organised so representative bodies in the challenges and issues facing the Group as to include the Executive Committee member in charge of the that affect its employees. region and the Chief Financial Offi cer, so that decisions made are consistent with the Group’s strategy.

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For the subsidiaries overseen by these holding companies, the Consolidation function fi nance department is represented on the boards by the country Its principal duties are to: fi nancial managers and CFOs. ➤ produce a Group consolidation reference guide and to ensure The boards implement the Group’s internal control policy more that it is applied properly; effectively because they comprise directors actively involved and representing the Group in all its various business, management and ➤ review contracts from a consolidation perspective to anticipate fi nancial aspects. any potential accounting-related issues;

The principal international subsidiaries are profi t centres and ➤ draw up consolidation procedures and application notes for the are organised to operate independently, with their own fi nance Group; department and business lines (development, construction, etc.). ➤ supervise and validate the production of the Group’s consolidated The country fi nancial managers are responsible for the preparation fi nancial statements on time; and monthly submission of management reporting to the parent ➤ company. They also keep it informed on a monthly basis of the ensure the accuracy of fi nancial reporting; operational performance of the Group’s power plants, any potential ➤ guarantee proper application of the international accounting risks and how these are recognised in the local fi nancial statements. standards. To this end, the Group has set up an accounting policy Functionally, they report to the fi nance and control department, function to analyse all contractual arrangements and defi ne the which is involved in setting their objectives and in determining their relevant accounting treatment. bonuses and pay increases. French fi nance function (ii) Finance & Control department The French fi nance function is overseen by the Control Group. It handles management control for the region, the preparation of the The Finance & Control department encompasses the following individual fi nancial statements for all the French subsidiaries and functions: investment tracking in France. ➤ Control Group: encompassing the synthesis (reporting, budgeting Its principal duties are to: and medium-term planning), statutory consolidation, investment tracking functions and the French fi nance function; ➤ produce budgeting and reporting;

➤ monitor general corporate overhead and project development/ ➤ corporate treasury & fi nancing; construction costs; ➤ structured fi nancing and mergers & acquisitions; ➤ produce and control the individual fi nancial statements of the ➤ group tax affairs; various companies in France within the allotted timeframe;

➤ investor relations; ➤ handle part of the accounting restatement of the fi nancial statements of companies in France; ➤ information systems. ➤ prepare declarations to the French tax authorities prior to their Control Group function verifi cation by the Group tax affairs department. The Control Group is structured to be an integral part of the EDF group’s management cycle, which requires submission of Investment-tracking, France function accounting and fi nancial reporting data on a monthly, quarterly, Its principal duties are to: semi-annual and annual basis. ➤ act as early as possible on projects at the investment phase to Group Business Analytics function anticipate possible risks;

Its principal duties are to: ➤ prepare project follow-up reporting;

➤ monitor the forecasting processes of the Group’s management ➤ harmonise the examination of investment projects; cycle (budget and medium-term business plan); ➤ monitor the subsequent profi tability of projects. ➤ assist operational management with the performance monitoring by tracking budget execution (undergoing four annual updates) Group Treasury and Corporate Financing function and operational results; Its principal duties are to provide the Group’s liquidity at all times ➤ contribute to the preparation of the objectives given to the and to oversee the raising of funds to fi nance its expansion as cost- fi nancial markets, produce and validate the information about effi ciently as possible. This function handles banking relationships, the production capacity in service and under construction, as well deals with issues arising at international level concerning centralised as about the portfolio of projects under development; cash management (cash pooling, placement of surpluses tied up in project companies) and implements (primarily interest rate and ➤ based on the results consolidated management, prepare and foreign exchange) risk hedges. It helps to optimise project fi nancing circulate reporting for internal use (Executive Committee, Head and verifi es its consistency. of investor relations, Corporate communication and EDF’s fi nance department);

➤ draft and update all the management control procedures.

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Structured fi nancing and mergers & acquisitions function Depending on the precise area, it conducts or commissions a This function coordinates arrangement on the best possible terms regulatory watch enabling it to ensure that all the legislation and of the Group’s project fi nancing in and outside France and also regulations in force and applicable to the Group from a corporate oversees the fi nancial aspects of acquisitions. and business perspective are taken into account and upheld. The business line teams are aware of the regulatory environments Group tax affairs function specifi c to their operations. They are permanently in touch with the The function is notably responsible for ensuring that the Group Group’s legal affairs department with regard to changes in and the fulfi ls its obligations satisfactorily from a tax standpoint and, application of the regulations in force. more generally, maintaining the accuracy of fi nancial information To this end, lawyers are contacted by the business line teams declared for tax purposes. Its work helps to enhance the process of and actively participate in the drafting, review and correction of preparing the fi nancial statements and the quality of the production documents binding the Group (contracts, applications made to the of fi nancial results. public authorities, fi ling of building permits, ZDEs, etc.). It advises the Group’s executive management, its project leaders The Corporate legal department also handles the follow-up of the and country fi nance departments to safeguard the security and various disputes to which the Group’s Companies are exposed, as tax-effi cient nature of national and international transactions by all well as implementation and effective management of insurance subsidiaries. programmes. Its role is to carry out regular fi nancial reporting to EDF and to It handles the archiving of the original documents binding the participate twice each year in bilateral meetings to facilitate tax Company. reporting. It houses the principal skills required by the Group’s activities In addition, it is responsible for validating legal structures from (business law, public law, corporate law, insurance law, etc.). a tax standpoint, organising the tax function and implementing a set of tax procedures within the Group, including at EDF Energies enXco, the US subsidiary, has its own legal department, which Nouvelles Réparties subsidiaries. reports functionally to the corporate legal department for the handling of corporate issues. It is involved in arranging fi nancial and legal structures as part of the Group’s normal business activities, with the support of external advisors, where appropriate. If necessary, the function (iv) Environment offi cer function drafts and systematically validates the tax analysis presented in Created as part of the Group’s commitment to environmental the fi les submitted by the Group to EDEV’s and EDF’s Commitment protection and the renewal of its ISO 14001 certifi cation for the Committees. onshore wind energy activities in mainland France and Corsica, the Lastly, the Group tax affairs function is responsible for monitoring environment offi cer function is part of the Industry department. the various controls and handling tax disputes arising in and As part of its environment-related duties, the environment and outside France. quality offi cer leads the ISO 14001 programme for the French onshore wind energy operations. He also performs an environmental Finance department of EDF Energies Nouvelles Réparties advisory and leadership role for the French development department (EDF ENR) and the industry department in terms of environmental regulations EDF Energies Nouvelles Réparties was consolidated for the fi rst time for France. in 2008. During 2009, this new company and its subsidiaries were gradually integrated with the Group’s various control processes. These organisational efforts will be continued during 2010 to Internal audit and external controls enhance the effective control of these activities. More specifi cally, EDF Energies Nouvelles’ Finance and Control (i) Internal audit Group provides support directly to EDF ENR’s subsidiaries in order EDF Energies Nouvelles notably conducts audits with the support of to facilitate the production of fi nancial reporting for consolidation EDF’s audit department on cross-functional issues and of external purposes and to safeguard the consistency of the tax policies experts on business-specifi c issues. adopted based on the Group’s standards. Note that EDF ENR’s These audits are carried out as part of a programme validated by fi nance department tracks accounting and handles the management EDF Energies Nouvelles’ Audit and Risk Committee. control of subsidiaries within its scope of authority (validation of budgets and reporting) and it thus acts as the interface with EDF A three-year audit by EDF’s Audit department evaluates the Energies Nouvelles’ Finance and Control Group. The Chief Financial effi ciency and relevance of the Group’s internal control framework. Offi cer of EDF ENR reports to EDF EN’s Finance and Control Group. In connection with legislative changes, especially concerning efforts to monitor the effectiveness of internal control and risk (iii) Corporate legal affairs department management systems, the Chief Executive Offi cer decided to The Corporate legal affairs department safeguards the legal security strengthen the internal control function by creating the position of of Group companies by analysing their commitments and the advice internal auditor in November 2009. provided to the executive management and operational teams.

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(ii) Statutory Auditors (iii) EDF group Alain Martin et Associés and KPMG Audit are the Company’s As a subsidiary of the EDF group, EDF Energies Nouvelles is Statutory Auditors. In addition, these two audit ﬁ rms have also inspected by the EDF group’s audit function. been appointed for France, the United States, the United Kingdom, Portugal, Greece, Spain and Italy. Local statutory auditors have been appointed for other countries. The Statutory Auditors issue a report on this document.

2.2 RISK MANAGEMENT AND CONTROL POLICY

To control the risks deriving from operations and those linked to A summary describing the organisation and the results of the attainment of the Group’s objectives and changes in the Group, EDF Energies Nouvelles group’s risk management policy is EDF Energies Nouvelles has introduced a risk management system presented to the Audit and Risk Committee once each year. including risk mapping. The major risk factors are identifi ed and At operating level, each fi le passing before the commitments action plans drawn up to control them. They are assessed on the committee includes a risk analysis (industrial, suppliers, basis of their likely impact, their probability of occurrence and their environment, connection, output, regulatory, legal, fi nancial, etc.), level of control. thereby helping to secure the investment process. For each of the risks identifi ed, the Chief Executive Offi cer designates The new entities are gradually integrated into the Group’s internal managers responsible for implementing remedial measures. They control and risk management system. work together with the internal corporate controller to update the risk mapping survey on a semi-annual basis. Action plans are updated and validated by the Chief Executive Offi cer.

2.3 GROUP CONTROL ACTIVITIES

Control procedures relating to the effi ciency Control of risks linked to competition of operations The Group faces signifi cant competition that may intensify in the future. In the renewable energies sector, competition focuses (i) Control procedures for sector risks primarily on access to available sites, the performance of sites in production, the quality of technologies used, the price charged for Policy of support for renewable energies power produced and the scope and quality of services provided Development of renewable energies sources is signifi cantly (including operations & maintenance services). dependent on national and international policies in support of EDF Energies Nouvelles continues to pursue its strategy of development in these areas. In particular, the European Union, the expansion in various different segments through: principal member countries of the European Union and the United ➤ promising new positions in countries with great potential for States, the Group’s leading markets, have for several years been wind energy: Turkey, Canada, Mexico; pursuing a policy of active support for renewable energies. The Group endeavours to mitigate the impact of regulatory changes ➤ acceleration in solar photovoltaic, now a priority avenue of by making sure that its development is suffi ciently diversifi ed from a development; geographical perspective and by communicating with and lobbying ➤ selective acquisitions of shareholdings in future sources of the relevant authorities. growth (biogas, biofuels, wave energies , etc.). EDF Energies Nouvelles continues to pursue its international expansion and is currently present in 13 countries.

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EDF Energies Nouvelles is pursuing strategic partnerships: who also provide long-term maintenance contracts. These supplies depend on the construction cycle of wind farms, which exceeds one ➤ in 2008, together with EDF, it created a joint venture called calendar year in duration. EDF Energies Nouvelles Réparties; The Group is pursuing its strategy of building long-term ➤ in 2008, together with EDF Energy, it set up a joint venture in the relationships with turbine manufacturers by signing multi-year United Kingdom called EDF Energy Renewables; framework agreements. ➤ in 2009, it signed a strategic deal with First Solar to set up a First As part of its activities in the biomass and photovoltaic segments, Solar plant manufacturing solar panels in France (2011); the Group has taken steps to secure its future purchases of ➤ a strategic deal with Danish developer Greentech strengthening equipment and raw materials, while making sure that it reduces its EDF EN’s positions in Italy and establishing a presence for it in production costs. Poland. In the photovoltaic segment, the Group’s strategy is to diversify its portfolio of technologies and to make its procurement strategy Control of the risks of projects not being accepted more balanced (spot purchases, medium- and long-term contracts, by the public strategic partnerships and selective acquisitions of shareholdings). Wind energy is currently the Group’s primary source of income. Certain persons, associations and groups of people oppose Control of risks linked to the performance of production wind energy projects, citing damage to the environment such facilities as degradation of the landscape and noise pollution. Protests by Onshore wind energy and solar photovoltaic represent the two a section of the local population against a wind energy project principal engines of the Group’s growth. Production capacity has may make it harder to gain the building permit or lead to legal increased signifi cantly. proceedings leading to the cancellation of a permit or even the To prepare for the scheduled end of the initial operations & dismantling of wind farm. maintenance contracts and to control management of generating In addition, even though various regulations already restrict the facilities and secure their performance over the long term, the location of wind farms, opposition from the local population could Group has rolled out an Operations & Maintenance department in lead to the adoption of more restrictive regulations. Europe based on the same model as in the United States. As far as solar photovoltaic projects are concerned, the Group does The goals are principally to develop high-quality operational not encounter any major diffi culties concerning public acceptance, skills within the Group, acquire greater independence vis-à-vis but cannot guarantee that this situation will remain so in the future. third parties and reduce operations & maintenance costs as far as The Group endeavours to limit the opposition among local possible. populations, generally by conducting: Control of risks linked to service contracts and business ➤ an environmental impact study; providers The internal control procedure for arranging contracts with service ➤ public meetings to inform nearby populations about future wind farm installations. and business providers, which was implemented during the third quarter of 2006 to protect the Group’s interests, led to the In addition, communication campaigns are run in France by the SER preparation of information sheets ensuring that the clauses and (renewable energies trade association). principles defi ned by the Group, notably under the ethics charter, The impact of the risk of projects not being accepted by the public is are incorporated in these contracts. also limited by the diversifi cation of the Group’s wind farms. The sheets concerning the new contracts drafted by the Corporate legal department are regularly presented to the Audit and Risk (ii) Risk control activities linked to the Group’s Committee. operations In addition, the control framework for the contractual process Management of risk linked to dependence on suppliers implemented in 2007 has been deployed and thus enables the and the availability of equipment and raw materials Corporate legal department and the Finance & Control department to validate all new contracts in advance. The Group is notably active in the construction and operation & maintenance of power plants generating electricity. These business Control of risks linked to insurance activities require delivery and assembly of numerous items of The Group’s business activities are exposed to the risks inherent technical equipment, such as turbines and masts for wind energy in the construction and operation of power plants, such as plants, that only a limited number of suppliers are able to provide. breakdowns, manufacturing defects and natural disasters. The Owing to the highly capital-intensive nature of its business, the Group is also exposed to environmental risk, in particular, at its purchases made by the Group from suppliers of fi xed assets are thermal, cogeneration and biomass plants. signifi cantly greater than those made from operating suppliers. The Group’s policy is to hedge the principal risks affecting its Turbines, which comprise more than two-thirds of the Company’s electricity generation facilities during construction and during investments, are principally purchased from one of four suppliers, operation at all its assets.

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EDF Energies Nouvelles’ Internal Control

Multi-peril construction and equipment failure insurance, Against the backdrop of a signifi cant increase in salary levels together with operating loss cover, and civil liability insurance is resulting from expansion in the business segments in which it systematically arranged with prime insurance companies. operates, the Group may not be able to retain and motivate its employees suffi ciently. This inability could have a material adverse These policies specifi cally cover natural risks and vandalism. effect on the Group’s business or on its ability to achieve its Environmental risk is covered for the thermal, cogeneration and objectives. biomass plants. The Group strengthened its management team by recruiting several For each of these companies, the Group arranges civil liability, high-level executives who bring their proven experience in all areas property & casualty and multi-peril offi ce, multi-peril IT and vehicle of Group administration and development. fl eet insurance. The future success of the Group signifi cantly depends on the For projects, the Group obtains insurance policies specifi c to each full involvement of its key executives. In addition, the Group’s project to cover particular identifi ed risks: nature of the project development also depends on its ability to retain and motivate its (wind farm, photovoltaic power plant, biomass or other facility), employees and to attract new high-calibre staff. location (regions subject to tough climate conditions) and country To retain employees and maintain the requisite skills for the Group’s (specifi c regulatory environment). For example, the Group has development, a long-term incentive plan has been set up. special policies with earthquake cover for its projects in southern Italy and Greece. (iv) Control procedures for market-related risks The civil liability of the Group’s offi cers and directors is also covered by a corporate policy. Control of risks linked to exchange rates A complete audit of the insurance arranged by the Group was This risk is linked to the Group’s business activities outside the euro conducted during the fi rst half of 2009. Its conclusions are that the zone. During 2009, the principal currencies to which the Group was cover arranged is satisfactory with regard to the risks identifi ed. exposed are the US dollar, sterling, the Canadian dollar and the Areas of improvement were pinpointed, notably in terms of liability Mexican peso. insurance. It was identifi ed at several levels: To this end, the Group joined the EDF group’s liability insurance Foreign exchange risk associated with the balance sheet programme with effect from 1 July 2009. ➤ As it has subsidiaries in the United States and the United Kingdom, the Group is exposed to foreign exchange risk on its (iii) Control procedures for risks linked to the Company balance sheet (impact on translation differences in shareholders’ Control of risks linked to the Group’s image equity). In the consolidated fi nancial statements, the net equity of a subsidiary in a foreign currency is calculated at the closing The Group’s continued success depends on its ability to maintain a exchange rate. Accordingly, currency translation differences reputation of reliability, integrity and independence. Although the may arise upon comparison of the valuations of a company’s net Group pays great attention to the quality of its services, it cannot equity at two balance sheet dates, but these had only a modest guarantee that it will successfully protect itself from the damage impact on shareholders’ equity at 31 December 2009 (negative to its reputation that a potential accident, confl ict of interest or change of €23 million in translation differences at 31 December dispute may cause and which would receive signifi cant media 2009) and should be seen in the context of the €1,572 million in coverage, especially if this event were to bring to light serious actual shareholders’ equity at the same date. or alleged shortcomings by the Group in discharging its obligations. ➤ All project fi nancing is arranged in the domestic currency of the Image risk is thus considered as potentially having a considerable relevant country. As a result, since the asset and corresponding impact on the market and shareholders. It cannot be managed fi nancing are denominated in the same currency, any distortion in independently of the other risks insofar as all risks may infl uence their valuations at the balance sheet date is avoided. an organisation’s reputation. Image risk is managed within the Group via the governance bodies, the various policies introduced, ➤ Until late 2008, the foreign exchange risk arising from the holding application of the fundamental principles of its ethics and company’s current accounts with its subsidiaries denominated in compliance charter and, more generally, by all its internal control foreign currencies was managed by matching the relevant assets measures. with liabilities denominated in the same foreign currency. In 2009, the Group decided to put in place currency derivatives to Control of risks arising from the retention of key cover this risk. employees In the event of the departure of one or more offi cers, local managers Foreign exchange risk arising from equipment purchases or employees with great experience of the market in which the This risk arises from equipment purchases in a currency other than Group conducts its business activities, or if one or more of them the domestic currency used for accounting purposes. To date, chiefl y were to decide to reduce or end their involvement, the Group may turbine purchases by the Group’s US, Mexican and UK subsidiaries struggle to replace them. Its activities may then be hampered or its from European manufacturers and acquisitions of photovoltaic fi nancial position, its results of operations or its ability to achieve panels in smaller amounts are handled in this way. its objectives may be adversely affected.

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EDF Energies Nouvelles’ Internal Control

The Group’s policy is to hedge this risk as soon as it is identifi ed Almost all project fi nancing carries clauses requiring immediate based on the relevant project’s budgeted exchange rate primarily repayment notably in the event of a failure to meet a minimum by means of forward purchases and sales and plain vanilla options. level of debt service coverage by the project company based on its In the event of changes in payment terms (due dates) or in the revenues, which is measured by the so-called DSCR (debt service amounts committed in foreign currencies, the currency instruments coverage ratio). The loan acceleration clause is usually triggered used are adjusted accordingly. when the ratio stands at below 1. Control of interest rate risks Liquidity risk arising from normal business activities ➤ Credit lines: The Group has to fi nance the downpayments made Project fi nancing when it reserves turbines, its inventories of solar panels, the The Group’s project fi nancing model, in particular for its wind and working capital requirement generated by the sale of solar and solar farms, is heavily reliant on debt fi nancing (principally project wind energy assets and a number of wind and solar farms under fi nancing). Accordingly, a signifi cant increase in interest rates may construction for which no-recourse project fi nancing has not yet have an adverse impact on the profi tability of the Group’s future been arranged. To this end, it held corporate credit lines and bank projects. overdrafts totalling €1,566 million at 31 December 2009. This To curb this risk, the Group has implemented an interest rate fi gure includes a €640 million credit line entered into with the hedging policy generally employing interest-rate swaps. From EDF group, which may be increased, if need be. an economic standpoint, the use of these swaps helps to convert The counterparties for all the bank credit lines are prime French fl oating-rate into fi xed-rate borrowings and to protect against and international institutions. The Group has centralised fl uctuations in interest payments. the arrangement and use of these fi nance facilities and thus In general, the arranging banks request a hedge covering 70- management of the corresponding risks. Since the amounts 100% of the amount fi nanced for 80-100% of its term. As a result, drawn down on these lines have a maturity of less than one year, generating facilities in service benefi t from long-term fi xed rates. the Group classifi es these lines under current fi nancial liabilities. Corporate fi nancing The corporate fi nancing arranged with non-Group counterparties Thanks to its programme of corporate borrowings, the Group has contains loan acceleration clauses stating various ratios, including fl oating-rate credit lines available to it. To curb the associated risk, an EBITDA/net fi nance costs ratio that must be maintained above the Group has entered into interest-rate swap and plain vanilla 2x and a maximum debt threshold. option agreements. ➤ Cash surpluses: Where the legislation and project fi nancing Global hedging agreements so permit, the Group centralises the management Owing to its management of project fi nancing and its corporate of cash surpluses. It secures its fi nancial investments lines, 60% of the Group’s total borrowings and fi nancial liabilities by systematically opting for money-market and/or bond (excluding bank overdrafts) carried a fi xed rate of interest either investments. These investments, with average maturities of directly or indirectly via various instruments at 31 December 2009. less than 3 months, are made with prime counterparties. At 31 December 2009, the Group held €431 million in cash. Control of fi nancing-related liquidity risks Liquidity risk associated with project fi nancing (v) Review and approval of commitments The Group’s growth model consists in developing plants generating As a subsidiary of the EDF group, the EDF Energies Nouvelles electricity, which are fi nanced using no-recourse project fi nancing group’s investment projects are presented at various committees and, where appropriate, by bridge loans covering the construction depending on the size of the project. period (large projects). These projects are submitted for a vote by the Board of Directors of The Group believes that even though fi nancing terms improved the EDF Energies Nouvelles group. throughout 2009 without returning to the conditions seen prior to the fi nancial crisis, the trend towards longer arrangement times for project fi nancing fi rst seen in 2008 gained further pace in 2009. Internal control procedures concerning The Group did not see any tangible signs of a reduction in the time the reliability of fi nancial reporting required to arrange project fi nancing. Amid the crisis, the DSSA business experienced a slowdown in 2009 (i) Financial statements of the EDF Energies Nouvelles by comparison with the record year seen in 2008. The Group has group noted that buyers–primarily electricity companies and investment funds–continue to experience problems in arranging the requisite The accounting standards used by the EDF Energies Nouvelles bank fi nancing to complete deals and that buyers are increasingly group conform to the international rules (IAS, IFRS) approved by requiring longer payment periods to enable them to arrange the European Union. The accounting principles and methods are fi nancing. In addition, particularly in the United States, the Group described in the Group’s consolidation reference guide and in the has noted that power companies are tending to seek reductions Group’s management handbook. in their downpayments, which is liable to have an impact on the Group’s working capital requirement.

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EDF Energies Nouvelles’ Internal Control

(ii) Organisation of the Control Group checks between the data entered in Magnitude and that validated by executive management. Following its November 2006 IPO, the Company was obliged to comply with certain additional legal obligations and rules. This entire process is described in the Group consolidation The Group is obliged to produce its fi nancial statements within procedure handbook and the Group management cycle procedure the allotted timeframe. The Group’s fi nancial statements were handbook circulated in 2008 to country managers and fi nance published for the fi rst time under IFRSs for the six months ended directors. 30 June 2006, and a number of common accounting standards for the entire Group were defi ned at this time. (iv) Financial statement control process Organisational changes have taken place against the backdrop At the Control Group’s request, the country fi nancial managers of constant changes in scope: organic growth is running at a high draft an analytical review to perform a self-assessment of the level, and acquisitions and disposals have been carried out. With a quality of the information reported. An in-depth quarterly review is presence in 13 countries, EDF Energies Nouvelles fully consolidated carried out on the income statements in the Magnitude tool by the 214 companies, proportionally consolidated 67 companies and consolidation manager. accounted for 7 companies under the equity method during 2009, In addition, to prepare for the half-yearly period ends, meetings are representing a total of 288 companies. held with the Chief Financial Offi cer of each area, during which the The Control Group is also structured to be an integral part of the critical points in terms of accounting and consolidation standards EDF group’s management cycle, which requires submission of are reviewed. accounting and fi nancial reporting data on a monthly, quarterly, For budget adjustments, country fi nancial managers control their semi-annual and annual basis. updated forecasts and explain the variances before submitting them to the head offi ce’s fi nance department. (iii) Process of preparing the consolidated fi nancial statements A systematic quarterly review is also performed on the updated forecasts in the Edifi s information system by the Control Group. A budget process has been put in place to guarantee the reliability of the packages returned by each geographic area. (v) Validation and approval of the fi nancial statements Each Chief Financial Offi cer receives an assignment letter stating The annual fi nancial statements and related press releases are the objectives set by the Finance & Control department. With submitted to the Audit and Risk Committee then approved by the respect to management control, the CFOs have to ensure the quality Board of Directors. The annual fi nancial statements are approved at of the information they report and meet the deadlines set. They also the general meeting. need to be able to provide the requisite commentaries to shed light on the trends in fi nancial performance. The interim fi nancial statements are submitted to the Audit and Risk Committee and approved by the Board of Directors. At the beginning of the year, the Control Group sends the country managers and their CFO the Group’s management timetable. The Finance & Control department constantly adjusts its organisation to monitor the Group’s development and continuously Likewise, at the beginning of the budgeting process, a budget adapts measures to strengthen processes used in the preparation preparation note is sent to each Chief Financial Offi cer explicitly of the accounting and fi nancial information. This is driving a explaining and describing the budgeting process, as well as the constant reduction in production times and quality improvements principal assumptions to be used. in the output. To begin with, the fi nancial projections (capex and fi nancial investment) set in April-May as part of the EDF Capex study are (vi) Review of measures implemented in 2009 restated to each geographic area, which thus has the investment with a view to safeguarding the quality plan at its disposal (i.e. capital expenditure and fi nancial investment of the accounting and fi nancial information produced over the 2009-2012 period). This represents the key scenario With regard to the production of fi nancial statements, the integration shaping the Group’s development over a three-year period. of newly acquired companies in the Group’s management cycle Each geographic area or business line proposes a three-year budget and consolidation process continued, notably with EDF Energies and projections for revenues, EBITDA, development costs, general Nouvelles Réparties and its subsidiaries. Further strides were made expenses and headcount. This data is then verifi ed and validated by with the industrialisation of the consolidation process, notably with the Control Group. the addition of off-balance sheet commitments and tax reporting to Before it is consolidated, the operational area managers submit Magnitude. their budget data to the Executive Committee ahead of the dedicated The consolidation team completed the switchover from Access to Quarterly Business Review (end of September). Magnitude and trained users across all its geographic areas in late Data validated or corrected by executive management is then 2008. passed to the geographic areas, which incorporate them in the Implementation of the cash pooling arrangements was fi nalised. Group’s consolidation system. Once the management packages Human resources reporting was progressively incorporated in the have been returned, the Control Group conducts further consistency Group consolidation process.

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EDF Energies Nouvelles’ Internal Control

From an organisational standpoint, several changes were made Internal control procedures related to compliance during 2009: with the legislation and regulations in force ➤ the Mergers & Acquisitions and Structured fi nancing function was strengthened through additions with a view to achieving greater (i) Compliance with the legislation and regulations effi ciency at Group level; As a listed company, EDF Energies Nouvelles has to comply with the ➤ the French fi nance function was reorganised, and to this regulations in force common to all companies, the guidelines set by end, the French management control team was strengthened the French fi nancial security law, the AMF reference framework and during 2009 in order to organise consistency checking with the reporting obligations. business line organisation (DSSA/French overseas departments, The Corporate legal and internal control functions are tasked with Development/Industry Department, Corporate); implementing and verifying application of the procedures to ensure ➤ the transfer of the deputy fi nance director from Portugal to Turkey that all these regulations will be upheld. as Chief Financial Offi cer of Polat Enerji facilitated this new unit’s In addition, the Corporate legal function sends a memorandum to integration within the Group. each person affected by each specifi c transaction to inform them of their obligations, where appropriate, as a “temporary insider”. (vii) Changes expected during 2010 A procedure covering “temporary insiders” was drafted by the The Finance & Control department will continue to provide advice Corporate legal function. and support to the geographic areas by organising assignments focusing on consolidation and fi nancial control. (ii) Control procedures related to contracts The consolidation and management procedure handbooks will The systems introduced in July 2006 (special arrangements for continue to be supplemented with memos on specifi c technical service contracts and agreements with business providers) and issues. in May 2007 (general arrangements for all contractual processes) A manual of procedures for the individual fi nancial statements will helped the Corporate legal function to perform its task of ensuring be drafted. that the law and regulations are upheld. In connection with the transposition into French law of the Eighth European directive, the Group has made arrangements to provide (iii) Control procedures related to stock market the Audit and Risk Committee with an overview of the accounting regulations and fi nancial internal control. Following its IPO, EDF Energies Nouvelles implemented procedures to prevent violations of stock market legislation. To this end, a list of controls describing in detail the initiatives to be implemented to facilitate the integration of new businesses and The Board of Directors adopted a regulation at its meeting on entities will be prepared. 13 November 2006 that is intended to prevent any insider trading within the Group. A list of permanent insiders was drawn up, and The progressive implementation of consolidation sub-groups by persons added to the list were notifi ed. country should help to optimise fi nancial reporting. This list is updated on a regular basis.

2.4 FINANCIAL REPORTING

As a listed company, EDF Energies Nouvelles has to comply with the To comply with these principles and rules and to ensure that they AMF’s fi nancial reporting requirements. are upheld, the Group introduced a monitoring and control system for fi nancial reporting, which is tasked with validating fi nancial All the fi nancial reporting published must be validated by the Chief reporting and ensuring its consistency. Executive Offi cer or the Chief Financial Offi cer and be sent prior to its distribution to the Company’s directors. The information The information published on the Group’s web site is discussed communicated to the market by the head of investor relations is and validated by the corporate communications department, the thus documented, controlled and validated by the Chief Executive investor relations department and executive management. All this Offi cer or the Chief Financial Offi cer. information is consistent with the Group’s registration document and has previously been published or appeared in a press release. To defi ne the principles for this approach, the fi nancial It has thus undergone the information validation cycle. communication and validation of fi nancial reporting policy was presented to the Audit and Risk Committee on 20 May 2008. This To target its communications as effectively as possible vis-à-vis its policy is consistent with the principles and rules in force and the shareholders, the Group conducts a detailed study of its shareholder recommendations issued by the stock market authorities in relation base each year. This survey is based on the Group’s registered to the management of risks arising from the ownership, disclosure shareholder details and on a survey of shares with identifi able and possible use of privileged information. holders, which can identify 99% of EDF EN shareholders.

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Improvement drive

2.5 GROUP INTERNAL CONTROL MONITORING ACTIVITIES

The internal control monitoring activities of the EDF Energies 2. coordination of the network of internal control correspondents Nouvelles group are discharged notably by means of: within the Group; 1. monitoring of the results of audits and implementation of the 3. reporting on internal control and internal audit activities to measures recommended by these audits; executive management and the Audit and Risk Committee.

3 Improvement drive

EDF Energies Nouvelles continues to expand and diversify its This report was reviewed by executive management and Audit operations at a brisk rate. To keep a tight grip on this development, Committee and approved by the Board of Directors. EDF Energies Nouvelles constantly strives to control the risks Paris-La Défense, 9 February 2010 associated with its growth. The Group’s management bodies will provide their support to facilitate the constant strengthening of the Pâris Mouratoglou Group’s internal control framework. Chairman of the Board of Directors

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This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.

To the shareholders, In our capacity as Statutory Auditors of EDF Energies Nouvelles S.A., and in accordance with Article L. 225-235 of the French Commercial Code (“Code de commerce”), we hereby report to you on the report prepared by the Chairman of your company in accordance with Article L. 225-37 of the French Commercial Code for the year ended 31 December 2009. It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by Article L. 225-37 of the French Commercial Code particularly in terms of the corporate governance measures. It is our responsibility:

➤ to report to you on the information contained in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and ﬁ nancial information; and

➤ to attest that this report contains the other disclosures required by Article L. 225-37 of the French Commercial Code, it being specifi ed that we are not responsible for verifying the fairness of these other disclosures. We conducted our work in accordance with professional standards applicable in France. Information on the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information The professional standards applicable in France require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information.

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These procedures consisted mainly in:

➤ obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and ﬁ nancial information on which the information presented in the Chairman’s report is based and existing documentation;

➤ obtaining an understanding of the work involved in the preparation of this information and existing documentation;

➤ determining if any signifi cant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and fi nancial information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report. On the basis of our work, we have nothing to report on the information in respect of the company’s internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information contained in the report prepared by the Chairman of the Board in accordance with Article L. 225-37 of the French Commercial Code (“Code de Commerce”). Other disclosures We hereby attest that the Chairman’s report includes the other disclosures required by Article L. 225-37 of the French Commercial Code (“Code de commerce”). Statutory Auditors Paris La Défense and Paris, 9 February 2010

KPMG Audit Department of KPMG SA Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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➤ PÂRIS MOURATOGLOU – CHAIRMAN OF EDF ENERGIES NOUVELLES’ BOARD OF DIRECTORS

Group Companies France Appointments or duties

SARL Electrique de l’Atlantique Manager SARL ERE Manager SA SIIF Ghana Director SA SIIF Energies Outre Mer Chairman of the Board of Directors SA Tenesa Chairman and Chief Executive Ofﬁ cer of the Board of Directors SARL Tree Manager SA EDF Energies Nouvelles Réparties Director

International Group Companies Appointments or duties Country SA Recursos Energeticos Board Secretary Spain Havsbaserad Vindkraft I Sverige AB (HVS) Chairman Sweden First Windfarm Holdings Ltd Member of the Management Board United Kingdom Cammaes Windfarm Ltd Member of the Management Board United Kingdom Llangwryryfon Windfarm Ltd Member of the Management Board United Kingdom Cold Northcott Windfarms Ltd Member of the Management Board United Kingdom Great Orton Windfarm Ltd Member of the Management Board United Kingdom Cumbria Wind Farms Ltd Member of the Management Board United Kingdom EDF EN UK (formerly Westbury Windfarms) Ltd Member of the Management Board United Kingdom Tregulland Windfarms Ltd (Dormant) Member of the Management Board United Kingdom Batliboi enXco Pvt. Ltd Director India enXco Inc. Director (Chairman) United States enXco A/S Chairman Denmark

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➤ DAVID CORCHIA – CHIEF EXECUTIVE OFFICER OF EDF ENERGIES NOUVELLES

Group Companies France Appointments and duties

SA EDF EN France P.R. EDF Energies Nouvelles SA, Director SNC Electrique de Bellignat P.R. Siifelec SAS, Manager SNC Electrique de Mulhouse P.R. EDF Energies Nouvelles SA, Manager SNC Energies Antilles P.R. EDF Energies Nouvelles SA, Manager SNC Energies Saint Martin P.R. EDF Energies Nouvelles SA, Manager SNC Eolienne Petit Canal No. 2 P.R. EDF Energies Nouvelles SA, Manager SNC Eolienne Petit Canal No. 3 P.R. EDF Energies Nouvelles SA, Manager SNC Eolienne Petit Francois P.R. EDF Energies Nouvelles SA, Manager SNC Eolienne Sainte Rose P.R. EDF Energies Nouvelles SA, Manager SNC Hydroelectrique de Couzon P.R. EDF Energies Nouvelles SA, Manager SNC Hydroelectrique du Canal St-Louis P.R. EDF Energies Nouvelles SA, Manager SNC Hydroelectrique du Carbet Amont P.R. EDF Energies Nouvelles SA, Manager SAS Siifelec P.R. EDF Energies Nouvelles SA, Chairman SA Via Nova P.R. Siifelec SAS, Director SA Energies Asco P.R. Siifelec SAS, Director SA SIIF Ghana P.R. EDF Energies Nouvelles, Director SAS TAC Martinique P.R. EDF Energies Nouvelles SA, Chairman SA Tenesa P.R. EDF Energies Nouvelles, Director SCI Mayotte 6 P.R. EDF Energies Nouvelles SA, Manager SCI Mayotte 7 P.R. EDF Energies Nouvelles SA, Manager SAS EDF EN Développement P.R. EDF Energies Nouvelles, Chairman SAS SIIF Energies Bulgarie P.R. EDF EN, Chairman of Siifelec, Chairman SA EDF Energies Nouvelles Reparties Director

International Group Companies Appointments or duties Country enXco Inc. Director United States enXco Service Corporation (Canada) Director Canada

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➤ YVON ANDRÉ – CHIEF OPERATING OFFICER OF EDF ENERGIES NOUVELLES

Group Companies France Appointments or duties

SA EDF EN Outre Mer Director SA EDF EN France Chairman and Chief Executive Offi cer SASU Du Parc Eolien du Chemin d’Ablis P.R. EDF EN France SA, Chairman SASU Parc Eolien des Barthes P.R. EDF EN France SA, Chairman SASU Surya Solaire P.R. EDF EN France SA, Chairman SASU Parc Eolien de la Fosse Crière P.R. EDF EN France SA, Chairman SAS Parc Eolien de Bassure de Baas Chairman SASU Parc Eolien de la Banche P.R. EDF EN France SA, Chairman SASU Parc Eolien de Pont d’Yeu P.R. EDF EN France SA, Chairman SNC Parc Eolien d’Antifer P.R. EDF Energies Nouvelles, Director SAS Parc Eolien de Villesèque P.R. EDF EN France SA, Chairman SAS Parc Eolien de Fiennes P.R. EDF EN France SA, Manager SAS Parc Eolien de Luc sur Orbieu P.R. EDF EN France SA, Chairman SNC Parc Eolien de la Conque P.R. EDF EN France SA, Manager SAS Parc Eolien de Castanet le Haut P.R. EDF EN France SA, Chairman SNC Parc Eolien Des Polders Du Dain P.R. EDF EN France SA, Manager SNC Parc Eolien d’Oupia P.R. EDF EN France SA, Manager SNC Parc Eolien du Pays de la Côte de Jade P.R. EDF EN France SA, Manager SA Energies Asco Director & Chief Operating Offi cer SA SIIF Ghana Director SA Tenesa P.R. EDF EN France SA, Director SA Via Nova Director & Chief Operating Offi cer SAS Lou Paou P.R. EDF EN France SA, Chairman SA EDF EN Services Director SAS Ardèche Energies Nouvelles P.R. EDF EN France, Chairman SASU Solaire Participations P.R. EDF EN France, Chairman SASU EDF EN Développement P.R. EDF Energies Nouvelles, Chairman SASU SIIF Energies Bulgarie P.R. EDF EN, Chairman of SIIFELEC, Chairman SASU Aquisun P.R. EDF EN France, Chairman SASU Centrale Solaire de Linguizetta P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Narbonne P.R. EDF EN France, Chairman Sacu Centrale Solaire de Peretto P.R. EDF EN France, Chairman SASU Centrale Solaire de la Désirade P.R. EDF EN France, Chairman SASU Centrale Solaire d’Acqua Di l’Asino P.R. EDF EN France, Chairman SASU Centrale Solaire de Vix Sottano P.R. EDF EN France, Chairman SASU Parcs Eoliens de Neuvy et Villars P.R. EDF EN France, Chairman SASU Noréole P.R. EDF EN France, Chairman SASU Biomasse Energie Artenay P.R. EDF EN France, Chairman SASU Agrisol 1A Services P.R. EDF EN France, Chairman SASU Agrisol 1B Services P.R. EDF EN France, Chairman SASU Agrisol 1C Services P.R. EDF EN France, Chairman SASU Centrale PV de Blavozy P.R. EDF EN France, Chairman SASU Parc Eolien d’Allanche P.R. EDF EN France, Chairman

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Group Companies France Appointments or duties SASU Parc Eolien d’Auchy P.R. EDF EN France, Chairman SASU Parc Eolien de Blandy P.R. EDF EN France, Chairman SAS Parc Eolien de Cabreirens P.R. EDF EN France, Chairman SASU Parc Eolien de Cambouisset P.R. EDF EN France, Chairman SASU Parc Eolien de Fontfroide P.R. EDF EN France, Chairman SAS Parc Eolien de Grendelbruch P.R. EDF EN France, Chairman SASU Parc Eolien de Marcelcave P.R. EDF EN France, Chairman SASU Parc Eolien de Patrimonio P.R. EDF EN France, Chairman SASU Parc Eolien de Planchevilliers P.R. EDF EN France, Chairman SAS Parc Eolien de Puech Nègre P.R. EDF EN France, Chairman SASU Parc Eolien de Rochessauve Alissas P.R. EDF EN France, Chairman SAS Parc Eolien de Salles Curan P.R. EDF EN France, Chairman SASU Parc Eolien de Vesly P.R. EDF EN France, Chairman SAS Parc Eolien de Veulettes P.R. EDF EN France, Chairman SAS Parc Eolien du Calsigas P.R. EDF EN France, Chairman SASU Parc Eolien du Canton du Quesnoy P.R. EDF EN France, Chairman SASU Parc Eolien Mas de Naï P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Nord Perpignanais P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Themis P.R. EDF EN France, Chairman SASU Centrales Photovoltaïques du Sisteronnais P.R. EDF EN France, Chairman SASU Centrales Photovoltaïques de Marsillargues P.R. EDF EN France, Chairman SASU Centrales Photovoltaïques du Gabardan P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de la Fito P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque SFP EDF de Sainte-Tulle P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Blauvac P.R. EDF EN France, Chairman SASU Centrale Solaire de Curtina P.R. EDF EN France, Chairman SASU Centrale Solaire de Pantanaja P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Distriport Fos P.R. EDF EN France, Chairman SASU Centrale Solaire de Niellone P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Bouloc P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Maximin P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Boissières P.R. EDF EN France, Chairman Sarl Solen Manager SASU Centrale Photovoltaïque d’Aramon P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque d’Auzainvilliers 1 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque d’Auzainvilliers 2 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque d’Avon les Roches P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Beguey P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Berroute P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Calissanne P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Conches sur Ouche P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Conques sur Orbiel P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Courlans P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Cournonsec P.R. EDF EN France, Chairman

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Group Companies France Appointments or duties SASU Centrale Photovoltaïque de Decize P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Estounac Bielh P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Fresnay l’Evêque P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Garons P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Goulien P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Gros-Jacques P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de la Llagonne P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de la Lucate P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Labouheyre P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Lagofun P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Lassicourt 1 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Lassicourt 2 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Lesperon P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Lieusaint P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Matheysin P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Melve P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Meze P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Montendre-Chardes P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Montierchaume P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Mourede P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 1 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 2 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 3 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Parentis en Born P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Romilly sur Seine P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Chamas P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Come et Maruejols P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Marcel sur Aude P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Martin de Crau P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Pargoire P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Pierre Dels Forcats P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Julien P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Symphorien P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Sées P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Seysses P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Sillars P.R. EDF EN France, Chairman SASU Centrale Photovolaïque de Sore P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Sorgues P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Valderoure P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Vergeze P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Villeveyrac P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque de Ychoux P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque des Carreteyres P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque des Gras de Perret P.R. EDF EN France, Chairman

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Group Companies France Appointments or duties SASU Centrale Photovoltaïque des Salins 1 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque des Salins 2 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque des Salins 3 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque des Serres P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque d’Eyguières P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Braou P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Cambrésis P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Cet de Béziers P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Communal de l’Est P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 1 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 2 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 3 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 4 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 5 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 6 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 7 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 8 P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Soler P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque du Tube P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque La Cabane de Fabre P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque Lagune de Toret P.R. EDF EN France, Chairman SASU Centrale Photovoltaïque Le Bouluc de Fabre P.R. EDF EN France, Chairman SASU Centrale Solaire de Montendre P.R. EDF EN France, Chairman SASU Parc d’Energies Renouvelables Catalan P.R. EDF EN France, Chairman SASU Parc Eolien de Chalautre La Grande P.R. EDF EN France, Chairman SASU Parc Eolien de Conilhac Corbières P.R. EDF EN France, Chairman SASU Parc Eolien de la Plaine de l’Orbieu P.R. EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays P.R. EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays 2 P.R. EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays 3 P.R. EDF EN France, Chairman SASU Parc Eolien du Puyloubier P.R. EDF EN France, Chairman SASU Parc Eolien de la Petite Moure P.R. EDF EN France, Chairman SASU Parc Eolien de la Pierre P.R. EDF EN France, Chairman SASU Parc Eolien des 3 Fréres P.R. EDF EN France, Chairman SASU Parc Eolien du Nipleau P.R. EDF EN France, Chairman SASU Solar System Marseille P.R. EDF EN France, Chairman

International Group Companies Appointments and duties Country SARL Electrica del Valle de Mexico Director Mexico Inversiones Eolicas Director Mexico Energia del Istmo Director Mexico RETD SA Director Greece Eoliki Eliokastrou Director Greece Fri-El S. Agata Srl Director Italy

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International Group Companies Appointments and duties Country Fri-El Puglia Srl Director Italy Murgeolica Srl Director Italy Fri-El Murge Srl Director Italy Fri-El Nurri Director Italy Fri-El Campidano Director Italy Fri-El Ichnusa Director Italy Fri-El Campania Director Italy Fri-El Andretta Director Italy Fri-El Sardegna Director Italy EDF EN Italia Director Italy SA SIIF Energies Ibérica Chairman of the Board Spain SA Bioenergia Santamaria Director Spain SA Bioenergia del Poniente Director Spain EDF EN UK (formerly Westbury Windfarms) Ltd Member of the Management Board United Kingdom Fenland Windfarms Ltd Member of the Management Board United Kingdom First Windfarm Holdings Ltd Member of the Management Board United Kingdom Cammaes Windfarm Ltd Member of the Management Board United Kingdom Cold Northcott Windfarm Ltd Member of the Management Board United Kingdom Great Orton Windfarm II Ltd Member of the Management Board United Kingdom Llangwryryfon Windfarm Ltd Member of the Management Board United Kingdom Cumbria Wind Farms Ltd Member of the Management Board United Kingdom Red Tile Wind Ltd (Dormant) Member of the Management Board United Kingdom Walkway Wind Ltd Member of the Management Board United Kingdom Verdesis Director Belgium Eolica da Arada Director Portugal Eolica da Cabreira Director Portugal Eolico do Centro Director Portugal Eolica de Montemuro Director Portugal

➤ CHRISTOPHE GEFFRAY – CHIEF OPERATING OFFICER OF EDF ENERGIES NOUVELLES SA

Group Companies France Appointments or duties

SA EDF EN Services Chairman and Chief Executive Ofﬁ cer SAS EDF EN Développement P.R. EDF Energies Nouvelles, Chairman SAS SIIF Energies Bulgarie P.R. EDF EN, Chairman of SIIFELEC, Chairman SNC Colsun Co-manager

➤ MICHEL TROUSSEAU – CHIEF OPERATING OFFICER OF EDF ENERGIES NOUVELLES

International Group companies Appointments or duties

EDF Energy Renewable Director United Kingdom

262 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 3 List of the appointments and duties held within the EDF Energies Nouvelles group by the Company’s ofﬁ cers and directors

➤ OLIVIER PAQUIER – CHIEF OPERATING OFFICER OF EDF ENERGIES NOUVELLES

Group Companies france Appointments or duties

SA EDF ENR Chairman and Chief Executive Offi cer SAS EDF ENR 1 Chairman SAS EDF ENR 2 Chairman SAS EDF ENR 3 Chairman and Chief Executive Offi cer SAS EDF ENR 4 Chairman and Chief Executive Offi cer SAS Photon Power Technologies Chairman SA SUPRA Chairman of the Board and director SA RIBO Chairman of the Board and director

2009 Registration Document • EDF Energies Nouvelles 263 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent Company ﬁ nancial statements at 31 December 2009

1 Balance sheet

31 December 2009 31 December 2008 Depreciation, amortisation and Assets (in thousands of euros) Gross impairment Net Net

Fixed assets Intangible assets Concessions, patents and similar rights 2,068 1,540 528 694 Other intangible assets 3,000 150 2,850 0 Property, plant and equipment Land 205 - 205 205 Buildings ---- Machinery and plant - - - - Other property, plant and equipment 2,367 1,421 946 685 Assets in progress 78 - 78 0 Financial assets Investments in subsidiaries and affi liates 536,266 11,892 524,374 352,174 Loans to subsidiaries and affi liates 129,833 - 129,833 195,350 Other investments 2,822 30 2,792 4,555 Loans 127 118 9 7 Other fi nancial assets 4,218 - 4,218 736 TOTAL FIXED ASSETS 680,986 15,151 665,833 554,407

Current assets Inventories Services in progress 0 - 0 5,596 Downpayments and advances paid on orders 34,183 - 34,183 12,169 Receivables Trade receivables and related accounts 17,366 85 17,281 18,891 Other receivables 1,952,606 25,395 1,927,211 1,015,537 Cash Marketable securities 171,304 - 171,304 418,144 Cash and cash equivalents 39,042 - 39,042 24,260 Prepaid expenses 875 - 875 271 TOTAL CURRENT ASSETS 2,215,376 25,480 2,189,896 1,494,867

Accruals Foreign currency translation losses 65,433 - 65,433 45,181 TOTAL 2,961,794 40,631 2,921,163 2,094,455

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Balance sheet

Liabilities and equity (in thousands of euros) 31 December 2009 31 December 2008

Shareholders’ equity Share capital 124,109 124,109 Issue and merger premiums 1,011,479 1,011,479 Legal reserve 8,381 6,664 Other reserves 524 524 Retained earnings 50,380 38,666 Net income for the ﬁ nancial year 30,826 34,338 Regulated provisions 702 391 TOTAL SHAREHOLDERS’ EQUITY 1,226,401 1,216,171

Provisions for legal disputes Provisions for risks 65,472 46,756 TOTAL PROVISIONS FOR RISKS AND LIABILITIES 65,472 46,756

Borrowings Borrowings from credit institutions 1,467,478 676,324 Other borrowings 5,240 4,512 Downpayments and advances received on orders 00 Trade payables and related accounts 3,816 2,254 Tax and social security liabilities 4,246 5,993 Amounts payable on ﬁ xed assets 120,952 128,752 Other ﬁ nancial liabilities 20,386 9,354 TOTAL OTHER FINANCIAL LIABILITIES 1,622,118 827,189

Prepaid income 5,495 4,246 Foreign currency translation gains 1,677 93 TOTAL 2,921,163 2,094,455

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Income statement

2 Income statement

(in thousands of euros) 2009 2008

REVENUES 31,910 20,799 Production transferred to inventory (6,297) (244) Operating subsidies 36 2 Reversals of depreciation, amortisation and impairment and expenses transferred 1,922 67 Other income 10 TOTAL OPERATING REVENUES 27,571 20,624 Other purchases and external charges 18,140 13,981 Taxes other than on income 1,097 1,838 Wages and salaries 6,566 6,329 Payroll charges 5,657 3,230 Depreciation and amortisation 870 532 Impairment losses on current assets 0502 Additions to provisions for risks and liabilities 00 Other expenses 124 61 TOTAL OPERATING EXPENSES 32,455 26,473 OPERATING INCOME ( 4,883) ( 5,848) Profi ts attributed or losses transferred 50 141 Losses incurred or profi ts transferred 02 Financial income from investments in subsidiaries and affi liates 31,030 16,010 Other interest and related income 51,076 62,724 Reversals of provisions 51,176 41,643 Foreign exchange gains 42,378 48,685 Net gains on disposals of marketable securities 2,401 7,860 TOTAL FINANCIAL INCOME 178,061 176,923 Financial allowances to depreciation, amortisation and impairment 71,727 72,201 Interest and related expenses 24,612 38,809 Foreign exchange losses 52,842 30,802 Net losses on disposals of marketable securities 012 TOTAL FINANCIAL EXPENSES 149,181 141,824 NET FINANCIAL INCOME/(EXPENSE) 28,880 35,100 INCOME BEFORE TAX AND EXCEPTIONAL ITEMS 24,047 29,389 Exceptional income from management transactions 142 Exceptional income from capital transactions 6,355 13,079 Reversals of provisions and expenses transferred 00 TOTAL EXCEPTIONAL INCOME 6,356 13,121 Exceptional expenses on management transactions 88 53 Exceptional expenses on capital transactions 1,382 8,394 Additions to provisions and expenses transferred 311 346 TOTAL EXCEPTIONAL EXPENSES 1,781 8,793 NET EXCEPTIONAL ITEMS 4,575 4,327 Income tax 2,204 621 Total income 212,039 210,809 Total expenses 181,213 176,471 NET INCOME/(LOSS) 30,826 34,338

266 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Highlights of the ﬁ nancial year

3 Cash ﬂ ow statement

(in thousands of euros) 2008 2009

Net income 34,337 30,826 Addition/Reversal of depreciation, amortisation or impairment 31,900 19,811 Net gains/(losses) on asset disposals (6,900) (3,250) Cash Flow 59,337 47,387 WCR 4,900 (8,889) Free cash fl ow before capital expenditure 64,237 38,498 Acquisitions of PP&E and intangible assets (600) (3,893) Acquisitions/(disposals) of investments in subsidiaries and affi liates (96,600) (177,469) Net increase in loans to subsidiaries and affi liates (46,900) 65,516 Increase in advances to other Group companies (448,400) (907,302) Free cash fl ow after capital expenditure (528,263) (984,650) Dividend payments (16,100) (20,900) Capital increase 491,325 0 Impact of currency fl uctuations (17,500) (18,668) Other 4,000 (852) Change in net debt (66,538) (1,025,070) NET DEBT (237,300) (1,262,370)

4 Highlights of the ﬁ nancial year

4.1 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES

Subscriptions and increases Disposals and deconsolidation of investments

The principal transactions carried out by the Group were: ➤ Sale of investments (2.5%) held in C-Power;

➤ an increase in the capital of enXco through the capitalisation of ➤ As part of the reorganisation of the Group’s ﬁ nancial organisation current account advances and loan (€166,653K); structure:

➤ an increase in the capital of C-Power (offshore wind energy) via – the shares held in the Greek development companies were sold the capitalisation of current account advances (€4,137K); to EDF EN Greece,

➤ subscription to a capital increase by AlcoGroup (biofuels), helping – the shares held in Energia del Ismo were sold to Inversiones to rebalance the structure of the company’s liabilities (€3,250K); Eolicas (Mexican holding company).

➤ an increase in the capital of Inversiones Eolicas (Mexican holding company housing the investments in the La Ventosa project) through partial capitalisation of current account advances (€1,654K).

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Accounting principles and methods

4.2 LINES OF CREDIT

During the 2009 fi nancial year, EDF EN SA made €865,000K in drawings on its credit lines (including €640,000K on the EDF line) to fi nance the construction period of projects pending the arrangement of long-term fi nancing.

4.3 SUBSEQUENT EVENTS

On 4 January 2010, EDF EN subscribed to the capital increase carried out by EDF EN France through the capitalisation of €99,000K in receivables.

5 Accounting principles and methods

The annual ﬁ nancial statements have been prepared in accordance The items recorded in the ﬁ nancial statements are stated at with French GAAP. They notably comply with the recommendations historical cost. of Regulation 99-03 of the French Accounting Regulation Committee The principal accounting methods are described below: (Comité de la Réglementation Comptable) concerning the general chart of accounts.

5.1 INTANGIBLE ASSETS

Intangible assets, which are stated at their acquisition cost, Allowances for amortisation are calculated on a straight-line basis primarily comprise software and patents. over the expected useful life of the assets:

➤ patents 5 years

➤ software 1, 3 and 5 years

5.2 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at acquisition cost (cost Allowances for depreciation are calculated on a straight-line basis plus incidental expenses). over the expected useful life of the assets:

CRC Regulation 2002-10 concerning the depreciation, amortisation ➤ computer equipment 3 or 5 years and impairment of assets and CRC Regulation 2004-06 concerning ➤ offi ce equipment and furniture 5 or 10 years the defi nition, recognition and valuation of assets did not have any impact on the fi nancial statements at 31 December 2009.

5.3 FINANCIAL ASSETS

Investments in subsidiaries and affi liates The book value of investments in subsidiaries and affi liates is based on a multi-criterion approach refl ecting the consolidated net assets Gross value represents acquisition cost plus incidental expenses of companies and their development prospects. related to the purchase of the investments. Where this value is lower than their gross value, an allowance for impairment is set aside to cover the difference.

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Accounting principles and methods

A provision for risks may be set aside when the share in the negative Other fi nancial assets (chiefl y treasury shares net equity of the subsidiary exceeds the advances or downpayments held under the liquidity agreement) granted by EDF Energies Nouvelles. Treasury shares are valued at the current share price. At the end Incidental acquisition costs on investments are amortised through of the fi nancial year, a provision is set aside where this value lies accelerated amortisation over a 5-year period. below the acquisition cost.

5.4 INVENTORIES

Services in progress represent expenses incurred by the Company Provisions are set aside where it appears unlikely that the projects in connection with its expansion in international markets. will be completed.

5.5 RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed under other purchases and external charges as incurred.

5.6 TRADE RECEIVABLES AND PAYABLES, CASH AND RELATED PROVISIONS

Receivables and payables are stated at their nominal value. Treasury shares allocated to cover bonus share allotment plans are stated at acquisition cost. Since the introduction of CNC notice Where necessary, a provision is set aside to cover the risk that 2008-17, provisions are no longer required to cover these shares. receivables will not be repaid in full. Expenses arising from the acquisition of these shares are now Negotiable securities are recorded as assets at their acquisition deferred over the vesting period of the rights. cost. Provisions are set aside to cover any unrealised capital losses, without offsetting any gains.

5.7 FOREIGN CURRENCY TRANSLATION GAINS AND LOSSES

Assets and liabilities held in foreign currencies are recorded at the A provision for risks is set aside through an allowance under exchange rate ruling at the transaction date. At the balance sheet ﬁ nancial expense to cover any foreign currency translation losses. date, they are translated at the closing exchange rate.

5.8 TAX CONSOLIDATION

EDF Energies Nouvelles is the top company in the consolidated tax consolidation and reallocates them to loss-making consolidated tax group. The tax consolidation agreement states that Group tax subsidiaries when they return to proﬁ t. companies recognise their own tax expense as if they were taxable The scope of the tax consolidation covers subsidiaries liable to separately. income tax in France at the statutory rate and at least 95%-owned In addition, the tax consolidation agreement, which was amended by EDF Energies Nouvelles. At 31 December 2009, the EDF Energies in 2005, states that the top company in the group retains in its Nouvelles consolidated tax group included 45 companies. accrual accounts any gains deriving from the tax savings through

2009 Registration Document • EDF Energies Nouvelles 269 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Accounting principles and methods

Analysis of tax expense

(in thousands of euros) Amount Gross

Income before tax 30,825 Add-back of provisions and taxes not deductible for tax purposes 20,980 Deduction of capital gains on the disposal of investments (3,076) Deduction of dividends received (29,478) Deduction of foreign currency translation differences (18,668) Deduction of the research tax credit (737) Deduction of gains from tax consolidation (1,466) Change in UCITS (192) Other items 155 EDF EN’S TAXABLE INCOME (1,656)

EDF EN SA’s 2009 taxable loss stood at €1,656K. The Company had a total of €31,985K in tax losses at 31 December 2009. EDF EN SA did not therefore pay any corporate income tax in respect of the 2009 ﬁ nancial year.

Analysis of tax consolidation – French group

(in thousands of euros) Amount Gross

Contribution to taxable income made by EDF EN SA (2,530) Contribution to taxable income made by Siifelec 5,122 Contribution to taxable income made by EDF EN Outre-Mer (853) Contribution to taxable income made by EDF EN France 2,537 Contribution to taxable income made by EDF EN Services (1,475) Contribution to taxable income made by Luc sur Orbieu (1,154) Contribution to taxable income made by Castanet Le Haut (2,686) Contribution to taxable income made by Fiennes (7,066) Contribution to taxable income made by Villesèque (18,721) Contribution to taxable income made by EDF EN Développement 15,978 Contribution to taxable income made by Solaire Participation 2,440 Contribution to taxable income made by Salles-Curan (48,452) Contribution to taxable income made by Puech-Nègre (10,458) Contribution to taxable income made by Barthes (2,817) Contribution to taxable income made by Chemin d’Ablis (54,076) Contribution to taxable income made by Narbonne (17,796) Contribution to taxable income made by Neuvy et Villars (8,100) Contribution to taxable income made by Noréole (9,202) Contribution made by other companies 3,050 Tax consolidation adjustments (5,354) GROUP TAXABLE INCOME - FRENCH CONSOLIDATED TAX GROUP (161,613)

Tax loss carryforwards at 31 December 2008 (60,214) Group taxable income - France 2009 (161,613) TAX LOSS CARRYFORWARDS AT 31 DECEMBER 2009 (221,828)

270 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Accounting principles and methods

Deferred tax assets and liabilities

(in thousands of euros) Tax base Deferred tax asset Deferred tax liability

Additional levy (solidarity social contribution) 17 6 - Provisions not deductible for tax purposes 21,512 7,406 - Translation differences 1,677 577 - Unrealised gains 15 5 - Tax loss carryforwards 31,985 11,013 - Accelerated tax depreciation 701 - 241 TOTAL 55,907 19,007 241

Breakdown of tax expense

(in thousands of euros) Tax expense Net income

Tax loss carryforwards Tax Income before tax Tax base Theoretical to be set off payable Theoretical Accounting Income before tax and exceptional items 24,784 (1,106) 1,106 0 25,890 24,784 Net exceptional items 6,041 536 (536) 0 5,505 6,041 TOTAL 30,825 (570) 570 0 31,395 30,825

5.9 USE OF ESTIMATES

The preparation of the individual fi nancial statements in line with subsidiaries and affi liates, as well as the commitments referred to French GAAP requires the use by the Company’s management of in the notes to the fi nancial statements. estimates and assumptions affecting the amount of assets and These estimates, which did not have a material impact on the liabilities on the balance sheet and of income and expenses on the fi nancial statements, are prepared in accordance with the income statement, such as impairments of investments and loans to information available when they were prepared.

5.10 BENEFITS PAYABLE UPON RETIREMENT

Upon their retirement, Company employees receive benefi ts The commitment is determined by an actuary based on actuarial in accordance with the law and the provisions of the collective calculations entailing the use of assumptions about demographic bargaining agreement. The Company’s policy is not to set aside (mortality (INSEE 2004-2006 table), staff turnover) and fi nancial provisions in respect of the rights vested with employees, but to (future salary increases, discount rate) trends. recognise the corresponding expense in the fi nancial year in which This retirement benefi t obligation was estimated at €391,352 for the liability is actually settled. the fi nancial year.

5.11 INDIVIDUAL RIGHT TO TRAINING

The number of hours of training vested with employees at 31 December 2009 with no request having been made stood at 4,504.

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Notes to the balance sheet - Assets

6 Notes to the balance sheet - Assets

6.1 FIXED ASSETS

Intangible assets

(in thousands of euros) 31 December 2008 Increase Decrease 31 December 2009

Concessions, patents and similar rights, other 1,873 3,194 0 5,068 GROSS VALUE 1,873 3,194 0 5,068 Amortisation of concessions, patents and similar rights, other (1,180) (510) 0 (1,690) NET VALUE 693 2,684 0 3,378

Intangible assets primarily comprise the Magnitude consolidation shareholdings in future projects developed in Italy and Poland software package with a value of €1,007K, which was recognised under the partnership agreed during 2009 with Greentech Energy as a fi xed asset in 2006 and is being amortised over 5 years. The Systems. €3,000K increase refl ects the acquisition of a right to acquire Amortisation expense during the fi nancial year came to €510K.

Property, plant and equipment

(in thousands of euros) 31 December 2008 Increase Decrease 31 December 2009

Land 205 0 0 205 Other property, plant and equipment 1,746 622 0 2,368 GROSS PROPERTY, PLANT AND EQUIPMENT 1,951 622 0 2,573 Depreciation of other property, plant and equipment (1,059) (362) 0 (1,421) NET VALUE 892 260 0 1,152

The net book value of these fi xed assets includes two land holdings year refl ect €422K in computer equipment and €200K in fi xtures with a value of €205K, €321K in fi xtures and fi ttings and €626K and fi ttings. in offi ce equipment and furniture. Acquisitions during the fi nancial

Financial assets

(in thousands of euros) 31 December 2008 Increase Decrease 31 December 2009

Investments in subsidiaries and affi liates (A) 363,346 175,698 2,778 536,266 Loans to subsidiaries and affi liates (B) 195,350 36,923 102,440 129,833 Other investments (C) 4,601 39,532 41,311 2,822 Loans 126 1 0 127 Other fi nancial assets (D) 735 43,014 39,532 4,217 GROSS FINANCIAL ASSETS 564,158 295,168 186,061 673,265 Provisions for investments in subsidiaries and affi liates (E) (11,172) (720) 0 (11,892) Provisions for other investments (46) 0 (15) (30) Provisions for loans (118) 0 0 (118) TOTAL PROVISIONS (11,336) (720) (15) (12,040) NET FINANCIAL ASSETS 552,823 294,448 186,046 661,225

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Notes to the balance sheet - Assets

(A) Amount of investments in principal subsidiaries (in thousands of euros):

(in thousands of euros) % enXco Inc. 208,157 39% EDF Energies Nouvelles Réparties 201,299 38% Alcogroup 27,388 5% EEN EGE 20,000 4% EDF EN Italie 13,307 2% EEN Hellas 11,817 2% Westbury Windfarms Ltd 10,981 2% SIIFELEC 7,252 1% enXco A/S 5,600 1% EDF EN Greece 5,158 1% EDF EN Outre-mer 3,742 1% C-Power 6,624 1% Verdesis 2,729 0.5% Renewable Energy Holding 2,081 0.5% Other 10,131 2% TOTAL 536,266 100%

A table showing the Company’s subsidiaries and investments is provided at the end of the notes to the ﬁ nancial statements (point 9) Acquisitions and increases in investments (€175,698K) reﬂ ect:

% shareholding (in thousands of euros) Amount Country acquired enXco Inc. 166,653 United States (1) C-Power 4,137 Belgium (1) Inversiones Eolicas 1,654 Mexico Alcogroup 3,250 Belgium (1) Other 4 TOTAL 175,698

(1) Participation in a capital increase with no change in percentage ownership.

Sales of investments (€2,778K) reﬂ ected:

(in thousands of euros) Amount Country

C-Power 340 Belgium Energia del Ismo 258 Mexico (1) Renewable Energy Holding 2,081 Isle of Man Other 99 TOTAL 2,778

(1) Intra-group sale.

2009 Registration Document • EDF Energies Nouvelles 273 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the balance sheet - Assets

(B) Loans to subsidiaries and afﬁ liates chieﬂ y comprise loans to Group subsidiaries:

31 December 2008 31 December 2009 Change

EEN Hellas 98,746 113,682 14,936 EDF EN Italia 62,983 0 (62,983) (1) enXco Inc. 16,986 0 (16,986) (2) Siif Iberica 11,605 11,605 0 C-Power 2,914 1,645 (1,269) Reetec 1,608 1,699 91 EDF EN Portugal 507 507 0 TOTAL 195,349 129,138 -66,211

(1) This amount was transferred to short-term financial receivables because the loan was reclassified as a current account advance. (2) Increase in capital through capitalisation of the loan.

(C) Other investments: These chiefl y comprise treasury shares held under the liquidity agreement (see note 7.7) (D) Other fi nancial assets: Other fi nancial assets amount to €4,217K, €4,030K of which refl ect liquidity account operated under the liquidity agreement. (E) Provisions for investments in subsidiaries and affi liates (€11,892K) primarily related to the following companies:

(in thousands of euros) Amount Country

EDF EN Outre Mer 3,741 France enXco AS 3,238 Denmark Renewable Energy Holding 2,081 Isle of Man EDF EN Services 1,405 France Siif Iberica 1,350 Spain Other 77 TOTAL 11,892

6.2 INVENTORIES AND WORK IN PROGRESS

(in thousands of euros) 31 December 2008 31 December 2009

Services in progress 6,297 0 Provisions (701) 0 NET INVENTORIES 5,596 0

These services chieﬂ y related to development costs on a project in Spain (€3,620K), which were rebilled in 2009.

274 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the balance sheet - Assets

6.3 BREAKDOWN OF TRADE RECEIVABLES AND RELATED ACCOUNTS BY MATURITY

(in thousands of euros) 31 December 2009 < 1 year > 1 year

ADVANCES AND DOWNPAYMENTS (1) 34,183 22,500 11,683 Trade receivables and related accounts (2) 17,366 17,281 85 Employees and related accounts 54 54 - Value added tax 4,378 4,378 - Government - other receivables 737 737 - Group and Shareholders (4) 1,938,375 1,938,375 - Other debtors (3) 6,698 6,698 - TOTAL RECEIVABLES AND RELATED ACCOUNTS GROSS 2,004,155 2,004,070 85 Provision for trade receivables (85) - (85) Provision for amounts due from Group and Shareholders (24,935) (24,935) - Provision for other debtors (459) (459) - TOTAL PROVISIONS (25,479) (25,394) (85) TOTAL RECEIVABLES AND RELATED ACCOUNTS NET 1,978,676 1,978,676 0

(1) Advances paid chiefly reflect advances to reserve turbines (€33,945K). (2) Total trade receivables came to €17,366K, including €17,208K reflecting amounts due from Group companies. (3) Other debtors notably include amounts due on the sale of fixed assets (€3,279K) and an operating subsidy receivable (€2,363K). (4) EDF EN SA makes advances to Group subsidiaries to finance their working capital requirement, cover downpayments to turbine manufacturers and fund the construction period of facilities pending arrangement of limited-recourse project financing.

6.4 CASH AND CASH EQUIVALENTS

(in thousands of euros) 31 December 2008 31 December 2009

Futures contract 128,000 0 UCITS 288,448 166,965 Treasury shares 2,829 4,340 TOTAL MARKETABLE SECURITIES 419,277 171,304

Provisions set aside (1,132) 0 Cash and cash equivalents 24,260 39,041 NET CASH AT BANK 442,405 210,345

6.5 FOREIGN CURRENCY TRANSLATION LOSSES

(in thousands of euros) 31 December 2008 31 December 2009

Foreign currency translation losses 45,181 65,433

Foreign currency translation losses relate chieﬂ y to the receivables denominated in US dollars and Mexican pesos. They were fully covered by provisions at the balance sheet date.

2009 Registration Document • EDF Energies Nouvelles 275 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the balance sheet - Liabilities and equity

7 Notes to the balance sheet - Liabilities and equity

7.1 CHANGES IN SHAREHOLDERS’ EQUITY

The share capital comprises 77,568,416 shares, each with a par value of €1.6. In addition, EDF Energies Nouvelles held 220,289 treasury shares at 31 December 2009 with a value of €7,128K. The change in shareholders’ equity can be analysed as follows:

Value at Appropriation Net income Value at 31 December of Payment of Increase for the 31 December (in thousands of euros) 2008 net income dividends in capital ﬁ nancial year Allowance 2009

Uncalled share capital ------Subscribed capital called and paid-up 124,109 - ----124,109 Issue premiums 1,009,064 - - - - - 1,009,064 Share premiums 764 - - - - - 764 Merger premiums 1,651 - - - - - 1,651 Legal reserve 6,664 1,717----8,381 Other reserves 524 - ----524 Retained earnings 38,666 11,677 36---50,379 Net income for the ﬁ nancial year 34,338 (34,338) - - 30,826 - 30,826 Dividends payable 0 20,943 (20,943 )---0 Regulated provisions 391 - - - - 311 702 TOTAL 1,216,171 0 ( 20,907) 0 30,826 311 1,226,401

The amount of dividends paid out came to €20,907K or €0.27 per share during 2009.

7.2 PROVISIONS FOR RISKS AND LIABILITIES

Reversals Reversals during the during the Balance at Additions year year beginning of during the (provisions (provisions not Balance (in thousands of euros) year year used) used) at end of year

Provisions for risks and liabilities 1,575 0 0 1,536 39 Provisions for currency losses 45,181 65,433 45,181 0 65,433 PROVISIONS FOR RISKS AND LIABILITIES 46,756 65,433 45,181 1,536 65,472

Provisions for risks and liabilities chiefl y comprise provisions for Other provisions for risks and liabilities in 2008 related to provisions currency losses (€65,433K). These provisions are set aside to cover for investments in subsidiaries and affi liates reclassifi ed under unrealised currency losses arising from the translation of foreign provisions for current accounts. currency assets and liabilities.

276 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the balance sheet - Liabilities and equity

7.3 BREAKDOWN OF FINANCIAL LIABILITIES BY MATURITY

Over 1 year Amount 1 year & no more than Over (in thousands of euros) Gross at most 5 years 5 years

Borrowings from credit institutions (1) 1,464,737 824,737 640,000 - Miscellaneous borrowings and ﬁ nancial liabilities (2) 5,240 5,155 85 - Other borrowings (3) 2,741 - - 2,741 TOTAL FINANCIAL LIABILITIES 1,472,718 829,892 640,085 2,741

(1) Borrowings from credit institutions are primarily used to finance projects pending the arrangement of long-term funding. They consist of: - €1,453,907K in borrowings, including €907K in accrued interest; - €10,830K in bank overdrafts. (2) Miscellaneous borrowings and financial liabilities of less than one year (€5,155K) comprise EDF Energies Nouvelles’ financial liabilities to its subsidiaries, notably including: - Siifelec €670K; - enXco AS €1,654K; - Various other companies in France €2,831K. (3) €2,741K in other borrowings reflect a loan arranged for a hydro plant.

7.4 NON-FINANCIAL LIABILITIES

Over 1 year 1 year & no more than Over (in thousands of euros) 31 December 2009 at most 5 years 5 years

Trade payables 3,815 3,815 - - Employees and related accounts 1,567 1,567 - - Social security and related bodies 826 826 - - Value added tax 1,779 1,779 - - Taxes other than on income 74 74 - - Amounts payable on ﬁ xed assets (1) 120,952 5,000 115,952 - Other ﬁ nancial liabilities (2) 20,386 20,386 - - TOTAL NON-FINANCIAL LIABILITIES 149,399 33,447 115,952 -

(1) Amounts payable on fixed assets with a maturity of over one year chiefly reflect the amount of EDF Energies Nouvelles Réparties shares not paid-up (portion of the share capital not yet paid-up). (2) This chiefly represents amounts due to subsidiaries linked to tax consolidation (€18,476K): as part of the tax consolidation, profit-making subsidiaries incur tax expense paid to the parent company, which is offset by tax losses at other subsidiaries. This tax expense represents an amount payable by the parent company to its subsidiaries.

7.5 PREPAID INCOME

(in thousands of euros) 31 December 2008 31 December 2009

Prepaid income 4,246 5,495

Prepaid income breaks down as follows: ➤ rent-free period € 1,155K € ➤ operating subsidy linked to a 2010 project 3,114K ➤ rent billed in advance € 89K

➤ contribution received from a third party related to development of a project in Mexico € 1,137K

2009 Registration Document • EDF Energies Nouvelles 277 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the balance sheet - Liabilities and equity

7.6 ACCRUED EXPENSES AND ACCRUED INCOME

(in thousands of euros) 31 December 2009

Accrued expenses 4,795 Accrued income 3,776

Accrued expenses chieﬂ y comprise invoices not yet received Accrued income primarily consists of intra-Group invoices to be (€1,474K), accrued interest on ﬁ nancial liabilities (€907K) and raised (€3,683K). accrued social security and tax liabilities (€2,413K).

7.7 TREASURY SHARES

The total number of treasury shares held by EDF EN at 31 December 2009 stood at 220,289, comprising 84,655 treasury shares held under the liquidity agreement and 135,634 treasury shares held to cover bonus share allotment plans.

A) Treasury shares held under the liquidity agreement

Number of shares

Treasury shares at 1 January 2009 193,737 Treasury shares purchased 1,217,920 Treasury shares sold ( 1,327,002) TOTAL AT 31 DEC. 2009 84,655

At 31 December 2009, EDF Energies Nouvelles held 84,655 shares under the liquidity agreement with a value of €2,789K.

B) Treasury shares held to cover bonus share allotment plans

Number of shares

Number of treasury shares at 1 January 2009 85,748 Number of treasury shares allotted (2007 plan) (23,178) Treasury shares purchased 73,064 TOTAL AT 31 DECEMBER 2009 135,634

At 31 December 2009, EDF Energies Nouvelles held 135,634 treasury shares to cover the bonus share allotment plans with a value of €4,340K.

278 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the income statement

8 Notes to the income statement

8.1 NET INCOME

(in thousands of euros) 2008 2009

Revenues 20,799 31,910 Production transferred to inventory (1) (244) (6,297) Reversal of provision 67 1,921 Other 237 Operating expense 26,473 32,454 Operating income (5,848) (4,883) Net ﬁ nancial income/(expense) 35,100 28,880 Income before tax and exceptional items 29,390 24,047 Net exceptional items 4,327 4,575 Income tax expense 621 2,204 NET INCOME 34,338 30,826

(1) See Note 6.2 Inventories and work in progress.

8.2 REVENUES

(in thousands of euros) 2008 2009

Management fees (1) 7,012 34% 11,758 37% Rebilling of employee and other expenses (2) 5,303 25% 8,369 26% Invoicing of guarantees given 6,977 34% 7,196 23% Rent rebilled to EDF 1,275 6% 1,598 5% Rebilling of miscellaneous services (3) 231 1% 2,989 9% TOTAL REVENUES 20,799 100% 31,910 100% o/w Group 19,220 - 29,363 -

(1) This chiefly reflects the increased rebilling of management fees compared with 2008 owing to changes in EDF EN SA’s cost structure. (2) Intra-group rebilling of various professional fees (audit, research and development studies, commission). (3) Intra-group billing of project contracting fees for a project in Spain.

2009 Registration Document • EDF Energies Nouvelles 279 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the income statement

8.3 OPERATING INCOME

Breakdown of operating expenses:

(in thousands of euros) 2008 2009

Purchases (1) 1,597 2,180 Services (2) 6,912 8,702 Fees and commission (3) 4,278 6,248 Travel and assignment costs 1,193 1,010 Other purchases and external charges 13,980 18,140 Taxes other than on income 1,838 1,097 Personnel expenses 9,559 12,223 Depreciation, amortisation and impairment losses 1,033 870 Other 61 124 OPERATING EXPENSES 26,472 32,454

(1) Including €1,843K in purchases of studies, research and development (up €600K compared with 2008). (2) Including €3,877K in rent and service charges – These charges increased by €545K owing to the rental of new offices during 2008. (3) Including €2,040K in Statutory Auditors’ fees, representing an increase of €987K chiefly attributable to the audit fees for the US subsidiary. Since the 2008 and 2009 fees were rebilled to the subsidiary, the impact on net income was eliminated.

8.4 NET FINANCIAL INCOME/(EXPENSE)

(in thousands of euros) 2008 2009

Net interest income from loans and current accounts (1) 58,915 49,341 Income from short-term investments 11,212 3,629 Cost of debt (2) (25,028) (22,889) Financial expense net of income from short-term investments 45,099 30,081 Dividends received (3) 16,010 31,030 Net currency gains/(losses) (4) 3,720 (30,717) Additions to provisions for investments in subsidiaries and affi liates (5) (27,020) (6,294) Reversals of provisions for investments in subsidiaries and affi liates (6) 10,626 5,995 Other fi nancial income and expenses (7) (13,335) (1,215) NET FINANCIAL INCOME/(EXPENSE) 35,100 28,880

The trend in financial expense net of income from short-term investments was primarily attributable to the reduction in interest rates. (1) The trend in net interest income from intra-Group loans and current account advances derived predominantly from the French (-€4,153K), Portuguese (-€3,203K) and UK (-€3,183K) subsidiaries. (2) The cost of debt includes borrowing charges (€21,499K) and bank interest charges on overdrafts (€1,389K). (3) Dividends received chiefly comprise the dividends paid by enXco Inc. (€13,539K), EDF EN France (€12,079K) and Siifelec (€5,331K). (4) Net currency losses of €30,717K broke down into actual currency losses of €10,465K generated by the currency transactions unwound during the financial year and €20,252K in additions to provisions for currency losses. These expenses are offset by the recognition of unrealised currency gains in the consolidated financial statements. (5) Additions to provisions for investments in subsidiaries and affiliates (€6,294K) primarily related to: - Provision for investments in and current account advances to EDF EN OM €1,904K - Provision for investments in and current account advances to Renewable Energy Holding €701K - Provision for current account advances to EDF EN Services €2,188K - Provision for current account advances to Electrique de l’Atlantique €1,400K (6) Reversals of provisions for investments in subsidiaries and affiliates (€5,995K) notably related to: - Provision for current account advances to Siif Iberica €3,362K - Provision for current account advances to Seclin €1,023K - Provision for risk linked to investments in Electrique de l’Atlantique €1,363K (7) In 2008 and 2009, other financial income and expense comprised the waiver of loans granted to subsidiaries.

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Notes to the income statement

The following table shows ﬂ uctuations in exchange rates between 2008 and 2009:

Closing rate 31 December 2008 31 December 2009 % change

EUR/USD 1.3917 1.4406 3.51% EUR/GBP 0.9525 0.8881 (6.76%)

8.5 NET EXCEPTIONAL ITEMS

(in thousands of euros) 2008 2009

Proceeds from sale of ﬁ nancial assets 11,750 3,966 Proceeds from the sale of property, plant and equipment 0 0 Gains on acquisitions of treasury shares 1,329 2,389 Reversals of exceptional provisions for risks and liabilities 0 0 Other exceptional income 42 1 TOTAL EXCEPTIONAL INCOME 13,121 6,356

Net book value of ﬁ nancial assets 4,946 715 Net book value of property, plant and equipment 00 Losses on acquisitions of treasury shares 3,448 667 Addition to accelerated depreciation 346 311 Other exceptional expenses 53 88 TOTAL EXCEPTIONAL EXPENSES 8,793 1,781

NET EXCEPTIONAL ITEMS 4,328 4,575

The net exceptional gain of €4,575K was chiefl y attributable to: ➤ A gain of €1,722K realised on the acquisition of treasury shares under the liquidity agreement. ➤ Net gains of €3,251K on the disposal of fi nancial assets refl ected €3,347K arising from the sale of part of the interest (2.5%) in C-Power (offshore wind farm);

8.6 INCOME TAX

The tax benefi t can be analysed as follows: The defi nitive tax consolidation gain represents the tax savings achieved by the top company in the consolidated tax group (EEN SA) ➤ research tax credit €737K in accordance with the more favourable legislative provisions ➤ defi nitive gain from tax consolidation €1,467K reserved merely for the calculation of the Group’s taxable income.

8.7 COMPENSATION AND BENEFITS PAID TO SENIOR EXECUTIVES

The compensation and benefi ts allotted to the Chief Executive Members of the management bodies receive directors’ attendance Offi cers and Chief Operating Offi cers of EDF Energies Nouvelles fees totalling €100K, and exceptional compensation and benefi ts of amounted to €1,362K during the 2009 fi nancial year. The equivalent €30K were paid to a member of the Board for a special assignment. fi gure for the 2008 fi nancial year was €1,023K. Pension obligations The Chairman of the Board of Directors received compensation and concerning the Chief Executive Offi cers and Chief Operating Offi cers benefi ts totalling €200K during the 2009 fi nancial year. came to €69K.

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Notes to the income statement

8.8 RESEARCH AND DEVELOPMENT COSTS

The total spending devoted to research and development during the 2009 ﬁ nancial year came to €1,843K.

8.9 AVERAGE HEADCOUNT

Staff members Employees Seconded employees

Managers 68 0 Employees 14 0 TOTAL 82 0

8.10 OTHER DISCLOSURES

Information concerning related parties and participating interests:

(in thousands of euros) Amounts concerning Businesses in which the Company Related parties has a participating interest

Investments in subsidiaries and affi liates 533,983 2,283 Loans to subsidiaries and affi liates 129,833 - Trade receivables and related accounts 17,174 34 Current accounts 1,929,395 8,878 Borrowings and other fi nancial liabilities 5,150 - Income from investments in subsidiaries and affi liates 31,030 - Other fi nancial income 49,203 - Financial expenses 66 -

8.11 FINANCIAL INSTRUMENTS

A) Foreign exchange instruments

Equivalent value in thousands of euros Fair value Notional amount Expiry date

Forward purchases 4,782 76,535 < 1 year Forward sales 22,341 742,525 < 1 year

TOTAL 27,123 819,060

They were put in place to cover purchases of turbines, purchases of solar panels and current accounts in foreign currencies.

282 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Notes to the income statement

B) Interest-rate derivatives

Equivalent value in thousands of euros Fair value Notional amount Expiry date

EUR swaps ( 3,148) 415,000 < 5 years Option - EUR collar (978) 170,000 < 5 years Option - EUR cap 370 90,000 < 5 years

TOTAL ( 3,756) 675,000

They were put in place to cover ﬂ oating-rate borrowings.

8.12 INFORMATION ABOUT RISKS

EDF EN is exposed to foreign exchange risk deriving from its various In the individual fi nancial statements, unrealised losses are exposures to different currencies and principally the US dollar, recognised (unrealised gains are recognised only at consolidated Mexican peso and pound sterling. It handles centrally all hedging level), which may trigger volatility in net fi nancial income. transactions on behalf of its subsidiaries. EDF EN is exposed to interest-rate risk arising from drawings on its The Company’s policy is systematically to match assets in foreign corporate credit lines, which carry a fl oating rate of interest. EDF currencies with off-balance sheet liabilities, the fl uctuations in fair EN manages this risk by purchasing fi nancial instruments such as value of which eliminate the foreign exchange risk arising in its swaps and plain vanilla options, while monitoring interest-rate consolidated income statement at the end of the period. trends.

8.13 OFF-BALANCE SHEET COMMITMENTS

Off-balance sheet commitments given and received broke down as follows at the balance sheet date:

(in thousands of euros) 31 December 2008 31 December 2009

Deposits, security and other guarantees given (1) 1,580,660 733,074 Pledges, mortgages and other real security interests given - - Beneﬁ ts payable upon retirement (see point 5.10) 283 391 Other commitments given (2) 825,142 891,969 COMMITMENTS GIVEN 2,406,086 1,625,434 Collateral, deposits and other guarantees received -- Other commitments received (2) 1,404,738 1,433,014 COMMITMENTS RECEIVED 1,404,738 1,433,014

(1) Collateral, deposits and other guarantees break down into: - commitments given on acquisitions and disposals of shares amounting to €27,300K; - guarantees given to manufacturers: €551,079K; - guarantees given to banks: €154,695K. The reduction in collateral, deposits and other guarantees is chiefly attributable to the guarantees given to manufacturers. These commitments declined by €639,895K compared with 31 December 2008 owing primarily to the extinguishment of guarantees given on behalf of enXco to its supplier General Electric. (2) At 31 December 2009, other commitments given and received include reciprocal commitments linked to orders of fixed assets, i.e. €891,729K. Commitments received comprise €500,000K in credit lines granted by the European Investment Bank to finance photovoltaic projects that have not yet been used.

2009 Registration Document • EDF Energies Nouvelles 283 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Table of subsidiaries and investments

9. Table of subsidiaries and investments

1. Subsidiaries (over 50%-owned) SAS SIIFELEC 4,178,295 3,244,250 100 7,252,460 0 5,327,996 5,331,236 1,198 France SA SIIF ENERGIES OUTRE MER 3,738,000 (3,635,409) 100 0 28,234,556 (1,915,774) 0 83,374,491 France SNC HYDROELECT. CARBET AMONT 67,500 (73,874) 99.98 402 27,995 (988) 0 0 France SA EDF EN France 1,500,000 178,269 100 1,524,399 188,141,145 ( 4,591,950) 12,079,396 165,904,595 France SA EDF EN SERVICES 337,500 (4,287,643) 99.96 0 14,188,299 (1,818,590) 0 5,014,240 France ELECTRIQUE DE L’ATLANTIQUE 7,500 (1,410,211) 100 0 1,400,000 (36,563) 0 0 France SNC CANAL SAINT LOUIS 2,199,132 (5,878,585) 99.93 0 2,681,612 (42,009) 0 80,226 France SIIF Ghana 750,000 366,028 100 763,697 0 174,977 0 0 France SARL TECHNIQUES RENOUVELABLES, ENERGIES, ENVIRONNEMENT 1,207,678 120,769 100 1,207,663 0 59,339 80,330 237,537 France SARL ENERGIES RENOUVELABLES ENVIRONNEMENT 7,625 ( 3,101) 99.80 7,610 0 ( 705) 0 0 France TAC MARTINIQUE/ enXco SAS 40,000 (529,457) 100 0 480,549 0 0 0 France EDF EN Développement 37,000 (3,357,212) 100 37,000 148,046,194 9,039,013 0 302,446,139 France ENR RÉPARTIES 400,190,200 ( 20,327,107) 50 201,298,794 5,300,000 ( 17,383,104) 0 74,232,495 France EDF EN Canada CAD1,000 n/d 100 647 0 n/d 0 n/d Canada enXco CORPORATION CANADA CAD1,000 n/d 100 633 34,813,591 n/d 0 n/d Canada EEN EGE 20,000,000 n/d 100 20,000,000 1,605,000 n/d 0 n/d Turkey EDF EN Greece 1,100,000 2,042,604 100 5,158,000 30,061,749 ( 817,710) 0 0 Greece EDF EN SA & CO ARGOLIDA LLP 5,000 n/d 95 4,750 0 n/d 0 n/d Greece EEN Hellas 15,756,000 ( 10,418,072) 75 11,817,000 113,682,181 ( 2,387,364) 0 3,374,807 Greece AEOLIKI GRAVAS LTD 18,000 n/d 96 17,280 n/d 0 n/d Greece AEOLIKI ALEPORAXHS LTD 18,000 n/d 96 17,280 n/d 0 n/d Greece EDF EN ERGOTECH EPE 18,456 n/d 96 17,718 n/d 0 n/d Greece SA EDF EN Portugal 400,000 2,955,312 100 400,000 76,530,371 ( 464,548) 0 2,290,822 Portugal SA SIIF ENERGIES IBERICA 1,350,000 (2,206,958) 100 0 106,160,272 282,537 0 0 Spain SRL EDF EN Italia 14,000,000 (781,032) 95 13,307,499 333,378,202 1,831,181 0 1,686,200 Italy SRL TERMO ENERGIA 10,000 n/d 70 7,000 7,400 n/d 0 n/d Italy SRL INVERSIONES EOLICAS* MXN13,702,500 MXN(633,952) 99.00 2,432,741 100,706,736 MXN60,595 0 0 Mexico WESTBURY WINDFARMS United LTD £3,094,000 £955,673 100 10,981,482 85,617,784 £23,571,474 0 0 Kingdom

284 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Appendix 4 Parent company ﬁ nancial statements at 31 December 2009

Table of subsidiaries and investments

Net income Other Net book Loans and in previous Subsidiaries and shareholders’ % value of advances ﬁ nancial Dividends Revenues investments Share capital equity held investments granted year received excl. taxes Country enXco AS DKK4,700,000 DKK5,428,000 100 2,362,299 0DKK(831,000) 0 DKK51,000 Denmark United enXco INC.* $267,703,990$(2,280,545) 100 208,157,071 500,154,129 $(54,121,114) 13,539,128 $27,863 States VERDESIS 1,863,000 ( 825,437) 69 2,729,242 4,163,213 32,440 0 4,362,374 Belgium CETO £100 n/d 51 65 0 n/d 0 n/d

CONNECT REUNION 3,000 n/d 50 1,500 0 n/d 0 0 France BASARBI RON4,170 n/d 100 989 11,012 n/d 0 n/d Romania GALATI RON4,170 n/d 100 989 181,243 n/d 0 n/d Romania HUSI RON4,170 n/d 100 989 103,570 n/d 0 n/d Romania

2. Participations (10 to 50 % owned) SAS LUC SUR ORBIEU 37,500 (9,537,558) 10 3,750 0 1,169,892 0 2,249,852 France SAS CASTANET 37,500 (26,983) 10 3,750 3,288,816 (2,687,575) 0 1,044,292 France SAS VILLESEQUE 37,500 (20,121,857) 10 3,750 0 (18,720,572) 0 11,358,397 France C-POWER* 36,237,471 (8,857,698) 20.78 6,623,529 1,645,089 (6,461,686) 0 16,598,982 Belgium ALCOGROUP* 93,630,000 (2,490,784) 25 27,388,156 0 (966,608) 0 429,574,962 Belgium REETEC 31,250 n/d 28 779,550 1,699,473 n/d 0 n/d Germany FRI EL RUFFANO 10,000 n/d 26 2,600 0 n/d 0 0 Italy n/d = not disclosed n/m = not meaningful * = capital increase Where the currency is not stated, the figures are shown in euros

2009 Registration Document • EDF Energies Nouvelles 285 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa CROSS-REFERENCE TABLE WITH THE MANAGEMENT REPORT

This registration document includes all the information for inclusion in EDF Energies Nouvelles’ management report as required pursuant to Articles L. 225-100 et seq., L. 232-1 and R. 225-102 et seq. of the French Commercial Code.

The following table shows the information required for inclusion in the management report:

Chapters or sections Legislative or regulatory references Information required of the Registration document

I - Business Article L. 232-1 of the French Commercial Code Company’s position during the past fi nancial year. 9 Likely trends. 12; 13 Signifi cant events occurring between the balance sheet date and the drafting of the management report. n.a. Research and development activities. 11.1 Article R. 225-102 sub-para. 1 Business activities of the Company and its subsidiaries of the French Commercial Code during the past fi nancial year. 9 Article R. 233-6, sub-para. 2 Business activities and results of operations of the entire Company of the French Commercial Code and its subsidiaries by business segment. 9; 20.1 Article L. 225-100 sub-para. 3 (1st sentence) and sub-para. 5 of the French Commercial Code Information about trends in business, results and the fi nancial and Article L. 225-100-2 sub-para. 1 position of the Company and the Group (notably the debt of the French Commercial Code situation). 9 Article L. 225-100 sub-para. 4 and 6 of the French Description of the principal risks and uncertainties and guidance Commercial Code and Article L. 225-100-2 sub- about the use of fi nancial instruments by the Company para. 2 and 4 of the French Commercial Code and the Group. 4; 20.1 (notes 22 and 23) II - Financial information Breakdown and changes in the ownership structure. Name of controlled companies holding shares in the audited 18.1 Article L. 233-13 of the French Commercial Code company and portion of the share capital they hold. n.a. Changes made in the presentation of the annual fi nancial Article L. 232-6 of the French Commercial Code statements and measurement methods adopted. 9.2.1; 20.1 (note 3.4) Article L. 233-6, sub-para. 1 Acquisitions of signifi cant shareholdings during the year of the French Commercial Code in companies having their head offi ce in France. 9.8.5 Article R. 225-102, sub-para. 2 of the French Commercial Code Table showing the fi ve-year fi nancial highlights of the Company 9.8.4 Article L. 225-211 of the French Commercial Code Acquisition and sale by the Company of its own shares. 21.1.3 Article L. 225-102 sub-para. 1 and Article L. 225-180 of the French Commercial Code Employee holdings in the share capital 17.3 Article L. 225-102, sub-para. 2 of the French Commercial Code Shares acquired by employees through an issue 17.3 Article L. 225-100, sub-para. 7 Summary table of currently valid delegations of powers granted of the French Commercial Code by the Annual General Meeting with respect to capital increases. 21.1.5 Articles R. 228-90 and R. 228-91 Statement of possible adjustments for shares conferring rights to of the French Commercial Code the capital in the event of share buybacks or fi nancial transactions. n.a. III - Legal and tax information Article 243 bis of the French General Tax Code Dividends paid in respect of the previous three fi nancial years 20.4 Article L. 464-2 I sub-para. 5 of the French Commercial Code Injunctions or fi nes received for anti-competitive practices n.a. 4.3; 15.1.3; 18; 21.1.3; 21.1.5; Article L. 225-100-3 of the French Commercial Code Information likely to have an impact in the event of a public offering 21.2.7; 22 Article R. 225-104 of the French Commercial Code Employee-related information 17 Article L. 441-6-1 of the French Commercial Code Information about payment times 9.8

286 2009 Registration Document • EDF Energies Nouvelles WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa Chapters or sections Legislative or regulatory references Information required of the Registration document IV - Information about offi cers and directors List of all the terms of offi ce and duties performed at all companies Article L. 225-102-1 of the French Commercial Code by each of the offi cers and directors during the fi nancial year. 14; Appendix 3 Compensation and benefi ts of any kind paid during the fi nancial year to each offi cer or director by the Company, the companies Article L. 225-102-1 of the French Commercial Code that it controls and the company that controls it. 15

Where stock options are granted, state the information based on which the Board of Directors made the decision: ➤ prohibit the managers from exercising their options before their duties cease; or Article L. 225-185 sub-para. 4 of the French ➤ require them to hold all or some of the shares from previously Commercial Code exercised options until their duties cease. n.a. Article L. 621-18-2 of the French Monetary and Financial Code Article 223-26 of the AMF General Information about transactions by managers and related parties Regulation concerning shares in the Company. 17.5 Where bonus shares are allotted, state the information based on which the Board of Directors made the decision: ➤ prohibit the managers from selling the shares allotted to them at no charge before their duties cease; or Article L. 225-197-1, II sub-para. 4 of the French ➤ set the number of these shares that they must hold until Commercial Code their duties cease. 15.1.2 V - Environmental information Article L. 225-102-1 sub-para. 5 and Article R. 225-105 of the French Commercial Code Environmental data 6.8; 8.2 Article L. 225-102-2 of the French Commercial Code Speciﬁ c information for companies operating at least one facility n.a. classiﬁ ed as a high-threshold Seveso installation:

CROSS-REFERENCE TABLE WITH THE ANNUAL FINANCIAL REPORT

This registration document contains all the information for inclusion in the ﬁ nancial report as required by Articles L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the AMF General Regulation. The following table lists the information required in the ﬁ nancial report:

Sections Information required of the Registration document

Annual fi nancial statements of the Company Appendix 4 Consolidated fi nancial statements of the Group 20.1 Management report See previous cross-reference table Statement by the person responsible for the annual report 1.2 Statutory Auditors’ report on the individual fi nancial statements 9.8.3 Statutory Auditors’ report on the consolidated fi nancial statements 20.2 Statutory Auditors’ fees 20.3 Report by the Chairman of the Board of Directors on the preparation and organisation of the work performed by the Board of Directors and the internal control procedures implemented by the Company Appendix 1 Statutory Auditors’ report on the report by the Chairman of the Board of Directors on internal control procedures Appendix 2

2009 Registration Document • EDF Energies Nouvelles 287 WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa This document was created using environmentally-friendly methods designed to minimise paper use. It is printed on a 100% recycled FSC-certiﬁ ed paper. This document is recyclable.

Cover design: Agence Saisons WorldReginfo - 88364e60-83e1-4e25-beba-ac6c76609afa RCS NanterreB379677636 Limited companywithcapital of€124,109,465.60 www.edf-energies-nouvelles.com Tel: +33 (0)140902300-Fax:+332281 92933 ParisLaDéfenseCedex 90, esplanadeduGénéraldeGaulle Coeur Défense-Immeuble1La 4 EDF EnergiesNouvelles

WorldReginfoFinancial Department - 88364e60-83e1-4e25-beba-ac6c76609afa APRIL 2010