DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 s  s 2EGISTRATION DOCUMENT s 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 DOCUM REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT REGISTRAT REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT DOCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUM 2010 REGISTRATION DOCUMENT 2010 REGISTRATION DOCUMENT2 2REGISTRATION D010OCUMENT 2010 REGISTRATION DOCUMENT 2010 REGISTRAT WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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. 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. The Group presents both the gross and net capacity of its power plants. Gross capacity represents the total capacity of a power plant consolidated by the Group. Net capacity refl ects the interest held by the Group in a consolidated power plant. Unless stated otherwise, all capacity fi gures given in this registration document for power plants are gross capacities. A glossary defi ning the principal terms in this registration document appears at the end of this document.

2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Société Anonyme with share capital of €124,109,465.60 Head offi ce: Cœur Défense – Tour B 100, Esplanade du Général de Gaulle - 92932 Paris - La Défense Cedex- FRANCE 379 677 636 RCS Nanterre

2010 Registration document

This registration document was fi led with the Autorité des Marchés Financiers (AMF) on 7 April 2011 in accordance with Article 212– 13 of its General Regulation. It 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. This document has been prepared by the issuer, and its signatories are responsible for its content.

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 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; and

➤ the consolidated fi nancial statements of EDF Energies Nouvelles for the fi nancial year ended 31 December 2009 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 2009 as shown in the 2009 registration document fi led by EDF Energies Nouvelles with the Autorité des Marchés Financiers on 29 March 2010 under number D.10-0183 (the “2009 Registration Document”) on pages 145 to 213, 214 to 215 and 84 to 102 respectively. Copies of this registration document are available free of charge from EDF Energies Nouvelles, 100, Esplanade du Général de Gaulle - 92932 Paris - La Défense Cedex - FRANCE, 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 - edcb159b-68f3-4915-a724-555f931f3711 1 Persons responsible for the 9.6 OFF-BALANCE SHEET COMMITMENTS 95 9.7 FINANCIAL INFORMATION CONCERNING registration document 5 EDF ENERGIES NOUVELLES SA 97 1.1 PERSONS RESPONSIBLE FOR THE REGISTRATION 9.8 PAYMENT TIMES 101 DOCUMENT 5 1.2 CERTIFICATION OF THE PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT 5 10 Liquidity and capital resources 102 10.1 INFORMATION ABOUT THE GROUP’S CAPITAL 102 2 Parties responsible for the audit 10.2 CASH FLOW 102 of the fi nancial statements 6 10.3 FINANCING 102 10.4 RESTRICTIONS ON THE USE OF CAPITAL 102 2.1 STATUTORY AUDITORS 6 10.5 EXPECTED SOURCES OF FINANCING FOR FUTURE 2.2 SUBSTITUTE AUDITORS 6 INVESTMENTS 103

3 Selected fi nancial information 7 11 Research and development, patents and licences 104 4 11.1 RESEARCH AND DEVELOPMENT 104 Risk factors 9 11.2 TRADEMARKS, PATENTS AND LICENCES 104 4.1 RISKS ASSOCIATED WITH THE RENEWABLE ENERGIES INDUSTRY, NOTABLY THE WIND AND SOLAR PHOTOVOLTAIC ENERGY SEGMENTS 10 12 Information about business trends 105 4.2 RISKS ASSOCIATED WITH THE GROUP’S BUSINESS ACTIVITIES 14 12.1 DEVELOPMENTS SINCE THE END OF THE 2010 4.3 RISKS ASSOCIATED WITH THE COMPANY 19 FINANCIAL YEAR 105 4.4 MARKET RISKS 21 12.2 FUTURE PROSPECTS 105 4.5 LEGAL RISKS 25 4.6 INSURANCE AND RISK COVERAGE 26 13 Profi t forecasts or estimates 106 13.1 GROUP PROFIT FORECASTS OR ESTIMATES 106 5 General information about the issuer 28 13.2 STATUTORY AUDITORS’ REPORT ON THE PROFIT FORECASTS 107 5.1 HISTORY AND DEVELOPMENT OF THE COMPANY 28 5.2 INVESTMENTS 29 14 Administrative, management 6 Business overview 31 and supervisory bodies and executive management 108 6.1 GENERAL PRESENTATION 32 14.1 COMPOSITION AND OPERATION OF THE 6.2 COMPETITIVE STRENGTHS 34 MANAGEMENT AND CONTROL BODIES 108 6.3 STRATEGY 36 14.2 CONFLICTS OF INTEREST AFFECTING MEMBERS 6.4 MARKET AND COMPETITIVE POSITION 37 THE ADMINISTRATIVE BODIES AND EXECUTIVE 6.5 DESCRIPTION OF THE GROUP’S PRINCIPAL MANAGEMENT TEAM 115 BUSINESS ACTIVITIES 52 6.6 DEPENDENCE FACTORS 72 6.7 LEGISLATIVE AND REGULATORY ENVIRONMENT 72 15 Compensation and benefi ts 116 6.8 ENVIRONMENTAL POLICY 75 15.1 COMPENSATION AND BENEFITS IN KIND 116 15.2 TOTAL PROVISIONS FOR PAYMENT OF PENSIONS, RETIREMENT PROVISION AND OTHER BENEFITS TO 7 Organisational chart 78 SENIOR MANAGERS 122 16 8 Property, plant and equipment 80 Operating procedures of the administrative 8.1 PROPERTY, PLANT AND EQUIPMENT OF THE GROUP 80 and management bodies 123 8.2 ENVIRONMENTAL CONSIDERATIONS RELATING TO THE GROUP’S OWNERSHIP OF PROPERTY ASSETS 82 16.1 APPOINTMENTS HELD BY MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES 123 16.2 INFORMATION ABOUT SERVICE CONTRACTS 9 Operating and fi nancial review 83 LINKING MEMBERS OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES 9.1 GENERAL PRESENTATION 84 TO THE COMPANY 123 9.2 RESULTS OF OPERATIONS 87 16.3 BOARD-LEVEL COMMITTEES 123 9.3 FINANCIAL STRUCTURE 93 16.4 CORPORATE GOVERNANCE 126 9.4 LIQUIDITY AND CAPITAL RESOURCES 93 9.5 DEBT STRUCTURE 94

2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 17 Employees 128 Glossary 234 17.1 EMPLOYEE-RELATED INFORMATION 128 17.2 STOCK OPTIONS 134 17.3 EMPLOYEE INCENTIVES 134 Appendix 1 17.4 WORKS COUNCIL - ECONOMIC AND SOCIAL UNIT 135 2010 report by the Chairman of the 17.5 OWNERSHIP OF THE COMPANY’S SHARES BY Board of Directors of EDF Energies OFFICERS AND DIRECTORS AND TRANSACTIONS IN THE COMPANY’S SECURITIES BY DIRECTORS 135 Nouvelles on corporate governance and internal control procedures 236 18 1. CORPORATE GOVERNANCE 236 Principal Shareholders 136 2. EDF ENERGIES NOUVELLES’ INTERNAL CONTROL 241 18.1 PRINCIPAL SHAREHOLDERS 136 3. IMPROVEMENT DRIVE 253 18.2 TRADING ON THE EURONEXT PARIS MARKET 137 18.3 VOTING RIGHTS OF THE PRINCIPAL SHAREHOLDERS 137 18.4 CONTROL OF THE COMPANY 137 Appendix 2 18.5 AGREEMENTS POTENTIALLY LEADING TO A CHANGE Statutory Auditor’s report, prepared OF CONTROL 141 in accordance with Article L.225-235 of the French Commercial Code (Code de commerce), on the report prepared by 19 Related-party transactions 142 the Chairman of the Board of Directors 19.1 RELATED-PARTY TRANSACTIONS 142 of EDF Energies Nouvelles S.A. for 19.2 STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS AND COMMITMENTS FOR THE YEAR the year ended 31 December 2010 254 ENDED 31 DECEMBER 2010 142 20 Appendix 3 Financial information concerning List of the appointments and duties the assets and liabilities, fi nancial held within the EDF Energies position and results of the issuer 148 Nouvelles group by the Company’s 20.1 CONSOLIDATED ACCOUNTS 149 offi cers and directors 256 20.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH IFRS FOR THE YEAR ENDED 31 DECEMBER 2010 215 Appendix 4 20.3 STATUTORY AUDITORS’ FEES 217 Parent Company 20.4 DIVIDEND POLICY 217 fi nancial statements 265 20.5 LEGAL AND ARBITRATION PROCEEDINGS 218 1. BALANCE SHEET 265 20.6 SIGNIFICANT CHANGES IN FINANCIAL AND COMMERCIAL POSITION 219 2. INCOME STATEMENT 267 3. CASH FLOW STATEMENT 268 4 HIGHLIGHTS OF THE FINANCIAL YEAR 268 21 Additional information 220 5 ACCOUNTING PRINCIPLES AND METHODS 270 6 NOTES TO THE BALANCE SHEET - ASSETS 273 21.1 GENERAL INFORMATION ABOUT THE COMPANY’S SHARE CAPITAL 220 7 NOTES TO THE BALANCE SHEET - LIABILITIES AND EQUITY 277 21.2 CONSTITUTION AND ARTICLES OF ASSOCIATION 223 8 NOTES TO THE INCOME STATEMENT 280 9 OTHER INFORMATIONS 285 10 TABLE OF SUBSIDIARIES AND INVESTMENTS 288 22 Signifi cant contracts 229 Cross-reference table 23 Information from third parties, expert with the management report 290 declarations and interested party declarations 231

24 Documents accessible to the public 232

25 Information on equity interest 233

2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Persons responsible for the 1 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 The historical fi nancial information presented in this registration taken all reasonable measures in such respect, the information in document has been reviewed by the Statutory Auditors. Their this registration document is correct and that there are no omissions reports appear in section 20.1 and are included by reference in likely to alter the scope of this information. Chapter 20 of this document. We hereby declare that, to the best of our knowledge, the fi nancial The report on the consolidated fi nancial statements for the fi nancial statements have been prepared in accordance with the applicable year ended 31 December 2009 contains the following observation: accounting standards and give a true and fair view of the assets and “Without qualifying this opinion, we draw your attention to Note 3.4 liabilities, fi nancial position and results of operation of the Company to the consolidated fi nancial statements presenting the change in and of all the companies included in the consolidation, and that the the method of consolidation used for companies held in partnership management report included in this registration document provides in the United States”. a faithful refl ection of trends in business, results and fi nancial position of the Company and of all the companies included in the The report on the consolidated fi nancial statements for the fi nancial consolidation, as well as a description of the principal risks and year ended 31 December 2010 contains the following observation: uncertainties facing them. “Without qualifying this opinion, we draw your attention to Note 3.3 We have received a completion letter from the Statutory Auditors to the consolidated fi nancial statements presenting the change in stating that they have verifi ed the information concerning the presentation caused by the reclassifi cation of certain fi nancial fi nancial position and the fi nancial statements set forth in this liabilities at 31 December 2010.” registration document, which they have read in full.

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

2010 Registration document • EDF Energies Nouvelles 5 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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 the 28 May 2008 until the ordinary general meeting of the shareholders ordinary general meeting of the shareholders on 28 May 2008 until called to approve the fi nancial statements for the year ended the ordinary general meeting of the shareholders called to approve 31 December 2013. 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 of a decision of the ordinary general meeting of the shareholders on the shareholders called to approve the fi nancial statements for the 28 May 2008 until the ordinary general meeting of the shareholders year ended 31 December 2013. called to approve the fi nancial statements for the year ended 31 December 2013.

6 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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 sheet, income statement and cash fl ow 31 December 2008 is presented as restated for the change in the statement for the fi nancial years ended on 31 December 2008, 2009 method of consolidation adopted for the US wind farms in 2009 and 2010 prepared in accordance with IFRSs. (see Note 3.4 to the consolidated fi nancial statements for the fi nancial year ended on 31 December 2009 included in section 20.1 of the 2009 registration document).

➤ CONDENSED CONSOLIDATED INCOME STATEMENT

Financial year ended on 31 December

(in millions of euros) 2008 (restated) 2009 2010

Revenues 1,015.4 1,173.1 1,573.3 Operating income 165.5 230.1 287.4 Net income, Group share 70.6 97.9 106.1

➤ CONDENSED CONSOLIDATED BALANCE SHEET

Financial year ended on 31 December

(in millions of euros) 2008 (restated) 2009 2010

Non-current assets 2,817.5 4,119 5,305.0 Current assets 1,695.6 2,006.1 1,881.4 TOTAL ASSETS 4,513.1 6,125.1 7,186.4 Shareholders’ equity 1,474.1 1,572.5 1,606.4 Non-current provisions 14.8 20.0 65.9 Non-current assets (1) 1,322.5 2,673.4 4,313.2 Current liabilities (1) 1,701.7 1,859.3 1,230.9 TOTAL LIABILITIES AND EQUITY 4,513.1 6,125.1 7,186.4

(1) The change in non-current liabilities and current liabilities between 2009 and 2010 includes a reclassification of €605 million in current liabilities as non-current liabilities (see Note 21.1 to the consolidated financial statements for the financial year ended 31 December 2010).

➤ CONDENSED CONSOLIDATED CASH FLOW STATEMENT

Financial year ended on 31 December

(in millions of euros) 2008 (restated) 2009 2010

Net cash fl ow from operating activities (13.1) 107.3 594.9 Net cash fl ow from investing activities (1,008.0) (1,291.1) (1,086.7) Net cash fl ow from fi nancing activities 1,182.6 1,166.4 387.3 Total impacts* (5.8) 3.0 9.0 Change in cash and cash equivalents 155.7 (14.4) (95.5)

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

2010 Registration document • EDF Energies Nouvelles 7 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 3 Selected fi nancial information

➤ BREAKDOWN OF REVENUES BY GEOGRAPHIC AREA

Financial year ended on 31 December

(in millions of euros) 2008 (restated) 2009 2010

Europe 517.5 739.5 1,034.7 Americas 497.9 433.5 538.6 TOTAL 1,015.4 1,173.1 1,573.3

➤ BREAKDOWN OF REVENUES BY SEGMENT

Financial year ended on 31 December

(in millions of euros) 2008 (restated) 2009 2010

Generation 237.3 362.1 461.1 Operations & Maintenance 24.0 34.2 54.8 Development and Sale of Structured Assets (DSSA) 569.1 497.6 714.3 Distributed energies 185.1 279.2 343.1 TOTAL 1,015.4 1,173.1 1,573.3

8 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors

4.1 Risks associated with the renewable energies industry, notably the wind and solar photovoltaic energy 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 grids 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 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 Currency risks 22 4.4.3 Liquidity risk/Risk associated with access to fi nancing 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

2010 Registration document • EDF Energies Nouvelles 9 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors Risks associated with the renewable energies industry, notably the wind and solar photovoltaic energy segments

4.1 Risks associated with the renewable energies industry, notably the wind and solar photovoltaic energy 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 76.1% of the Group’s sales assumptions made by the Group are then based on the fi ndings of of electricity in 2010, compared with 82.4% in 2009. 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 guarantee that support will be maintained, nor that the electricity dependent on national and international policies in support of produced by its future power plants will be covered by statutory development in these areas. In particular, the European Union, purchase obligations imposed on established power producers the primary member states of the European Union, and the United and/or distributors, nor that it will benefi t from supportive States–the Group’s principal markets–have pursued policies of feed-in tariffs, tax incentives or other support measures for the active support for renewable energies for several years. These generation of electricity from renewable energy sources. The Group policies include renewable energy purchase obligations or also cannot guarantee that such support will not be reduced in mandatory quotas imposed on established power producers the future. Accordingly, in France, the solar energy regulations and/ or distributors (such as EDF in France or large utilities in the underwent a series of changes, and the Decree of 9 December 2010 United States), supportive feed-in tariffs, tax incentives (such as the introduced a 3-month freeze on the obligation for EDF to purchase Production Tax Credit in the United States, which provides a system solar photovoltaic electricity, ahead of a downward revision in of income tax credits in proportion to the quantity of wind energy the corresponding tariffs introduced by the Order of 4 March 2011 produced and sold in compliance with eligibility requirements, or (see section 6.5.2(a)-France of this registration document). the Investment Tax Credit, which provides a system of tax credits for If international institutions (in particular, the European Union) and investments in solar energy) and green certifi cates programmes or national governments were to abandon or decrease their support Renewable Obligation Certifi cates that are tradable on an organised for development of renewable energy sources–for example, owing or informal market. to the cost of the support measures, or in order not to harm the Although support for renewable energy sources has been market for other energy sources–these actions could have a material unwavering in previous years, and although both the European adverse effect on the Group’s business, fi nancial position or results Union and the US federal government regularly reaffi rm their of operations, or on its ability to achieve its objectives. desire to continue and strengthen such support, the Group cannot

10 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Risk factors 4 Risks associated with the renewable energies industry, notably the wind and solar photovoltaic energy 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 issuance of a building permit, the Group cannot guarantee that so, it cannot guarantee that this situation will last in the future, a wind farm under development or currently in operation will be although it will concentrate its installations on land of limited authorised or accepted by the affected population. In areas where agricultural value, is careful to limit the visual impact of its facilities various regulations restrict the location of wind farms, particularly on the landscape and generally arranges public meetings to inform in proximity to dwellings, opposition from the local population neighbours about 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 Group. More restrictive regulations or their enforcement could The Group and each of its generating facilities (wind farms, lead to changes in operating conditions for the Group that may hydroelectric plants, photovoltaic facilities, thermal power or increase its capital expenditures (for example, to retrofi t existing cogeneration plants, biomass plants) must comply with various generation plants) or its operating expenses (for example, through laws and regulations that differ in each country in which the Group the implementation of additional inspection and monitoring operates. In particular, the Group and its power plants are subject procedures) or otherwise hinder its development. to strict international, national and local rules relating to the More generally, the Group cannot guarantee that rapid and/or construction of power generation plants (including land acquisition, signifi cant modifi cations to the regulations in force will not occur grant of building permits, other authorisations) and their operation, in the future, either at the initiative of regulations authorities particularly concerning the protection of the environment (including or following an action fi led by a third party to overturn current landscape conservation, noise regulation). If the Group or its power regulations. Such modifi cations could have a material adverse effect plants were to fail to comply with such rules, they could face on the Group’s business, fi nancial position or results of operations, revocation of their operating permits or authorisation to connect to or on its ability to achieve its objectives. the local transmission and distribution grids, or be required to pay fi nes. The regulations applicable to the generation of electricity from renewable energy sources vary from country to country and are subject to future changes that may be favourable or unfavourable to

2010 Registration document • EDF Energies Nouvelles 11 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors Risks associated with the renewable energies industry, notably the wind and solar photovoltaic energy 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 2010, one building obtain operating and building permits from various national and permit for a 5.1MW wind farm was overturned. 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 has 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.

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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, for under development owing to resulting changes in prevailing example, following requests from several associations, the wind fi nancial parameters. energy tariff-setting order of 2006 was repealed by the Conseil d’Etat in August 2008, obliging the authorities to issue a new order Although regulated tariffs and market prices may move in a in November 2008. Furthermore, a decree issued in December 2010 favourable direction for the Group, and although the Group benefi ts froze the obligation for EDF to purchase solar photovoltaic electricity in the majority of countries in which it operates, from a contractual for a period of three months, ahead of the downward revision in framework under which terms and conditions, in particular, tariffs, the corresponding tariffs introduced by the Order of 4 March 2011 are set on a long-term basis, there is no guarantee that regulated (see section 6.5.2(a)-France of this registration document). tariffs or market prices will remain at levels enabling the Group to improve or maintain its profi t margins and its rates of return on Local authorities and regulators may decide to modify electricity investment. Tariffs or prices below this level could have a material tariffs for a certain level of service quality in order to, for example, adverse effect on the Group’s business, fi nancial position and limit the burden on the purchaser or on the local authority. Such results of 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 solvency, changes in operating and maintenance costs, changes wind farms and photovoltaic installations, is based on a long-term in interest rates and borrowing costs, temporary or defi nitive fi nancing plan (generally from 15 to 20 years) that is highly sensitive shutdowns of power plants, or any event that would result in to the revenue stream generated by the site. This revenue stream reduced profi tability of the Group’s power plants. may fl uctuate according to weather conditions, electricity demand, Any interference with the revenue stream would have implications the structure of power purchase agreements, the majority of which for the Group’s ability to comply with the payment schedules on the are concluded on a long-term basis, local regulatory structures and fi nancing plans for its generation sites and could have a material tariff levels (except in the case of special contract provisions), tax adverse effect on its business, fi nancial position or results of incentives, subsidies or grants made by certain authorities. operations, or on its ability to achieve its objectives. Although the Group monitors each of these factors with great care and attempts to cover corresponding risks in its contracts, it cannot provide any guarantee as to equipment reliability, customer

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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 of the terms under which supplies of petroleum, coal, natural gas an increase in turbine prices or a slowdown or halt in the fall in solar and other fossil fuels, as well as uranium, can be obtained are key panel prices) or technological progress in harnessing other energy factors in determining the economic case for using these energy sources, discovery of large new deposits of oil, gas or coal, or a sources rather than renewable sources. decline in prices of those fuels could slow down or weaken demand The principal energy sources in competition with renewable sources for such electricity provided from renewable sources. A reduction in are petroleum, coal, natural gas and nuclear energy. In recent years, demand for renewable energy could have a material adverse effect the record highs seen in fossil fuel prices, in particular, petroleum on the business, fi nancial position and results of operations of the and natural gas, have enhanced the price competitiveness of 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 companies) accounted for 78% of this amount, with the top supplier and maintenance of power generation plants. These business (photovoltaic panel manufacturer) representing 34%. activities require delivery and assembly of numerous items of Although supply is largely suffi cient to cover demand with the technical equipment, such as photovoltaic panels, turbines and market currently experiencing overcapacity, the Group cannot masts for wind energy plants, that only a limited number of guarantee that certain suppliers will not struggle to meet the suppliers are able to provide. Group’s requirements or will not give preference to certain other Owing to the highly capital-intensive nature of its business, the industry players, including the Group’s direct rivals. purchases made by the Group from suppliers of fi xed assets are Additionally, with respect to its biomass business and the signifi cantly greater than those made from operating suppliers. development of its biofuel activities, the Group cannot give any During 2010, half of the Group’s investments were accounted for by assurances that supplies of its raw materials (such as agricultural purchases of photovoltaic panels, with the other half comprising waste, agricultural products or other) will continue to be available turbine purchases. These investments were made chiefl y from in suffi cient quantities. suppliers that also handle the long-term maintenance of this equipment. During 2010, purchases from the Group’s ten largest Any increase in prices, delay in performance of contractual suppliers of non-current and current assets amounted to over commitments or inability to meet those commitments (notably €710 million for the Group. The fi ve largest suppliers (turbine operating warranties and the operations & maintenance and photovoltaic panel suppliers and wind farm construction obligations) by the Group’s principal suppliers, unavailability of components and equipment required to build power plants, in

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particular, wind farms and photovoltaic power plants, or failure of Group’s projects and therefore have a material adverse effect on its components and equipment to meet the Group’s expectations could business, fi nancial position or results of operations or on its ability delay the timetable for completion and economic profi tability of the to achieve its objectives.

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 may 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 €538.6 million in the Americas in 2010 cogeneration plants and, more generally, the costs associated with compared with €433.6 million in 2009 and €497.9 million in 2008. research and development, cannot be adjusted to the level of profi t produced by its generation facilities.

4.2.3 RISKS ASSOCIATED WITH CONNECTION TO POWER TRANSMISSION AND DISTRIBUTION GRIDS

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

4.2.4 RISKS ASSOCIATED WITH PURCHASE OR SALE COMMITMENTS AND CONTRACTS

As part of its normal business activities, in particular the €2.7 billion compared with €2.9 billion at 31 December 2009 development and sale of structured assets, the Group enters into (see section 9.6 of this registration document). certain commitments with its customers. These commitments In the course of its acquisition and partnership transactions, include completion bonds relating to wind farms and photovoltaic the Group may also enter into purchase or sale agreements with power plants built on a turn-key basis. At 31 December 2010, the its partners. The fulfi lment of these commitments could have a total amount of commitments given by the Group amounted to material 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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4.2.5 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 contractual damages in the event of late delivery of the plants. defects, delivery failures by suppliers, unexpected delays in The occurrence of such delays or cost overruns in plant construction obtaining permits and authorisations, a longer-than-anticipated and commissioning could have a material adverse effect on the period of fi ne-tuning requiring technical adjustments, problems Group’s business, fi nancial position, results of operations, or ability linked to the operation of equipment by sub-contractors, or legal to achieve its objectives. proceedings 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, the costs of dismantling is covered by the residual value of and, in particular, wind, solar, thermal and cogeneration plants, the equipment (turbines and other parts). The method used to are located, the Group may be under a legal and/or contractual calculate asset retirement obligations and liabilities is presented obligation to dismantle the plant and restore the site at the end in Note 3.17.1 to the consolidated fi nancial statements for the of its operating period. Whenever a power plant is commissioned fi nancial year ended 31 December 2010, included in section 20.1 of and also each year, the Group conducts a review of the status of this registration document. its dismantling obligation and the corresponding costs for all its The Group cannot guarantee that the costs of dismantling will not installations and, where necessary, sets aside an asset retirement signifi cantly exceed those expected and provided for. Tariffs or provision. prices below this level could have a material adverse effect on the At 31 December 2010, the Group had set aside €455,000 in Group’s business, fi nancial position and results of operations, or on provisions for such dismantling. For its wind farms, the Group’s its ability to achieve its objectives. provisions are more limited, since a signifi cant percentage of

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

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. position, or results of operations. The 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 from the Group’s top fi ve customers accounted for close to 61% of sells the electricity that it generates to established producers and/or energy sales, compared with nearly 76% in 2009, with revenues distributors (notably EDF in France, the Group’s largest customer). In from EDF, the Group’s largest customer, representing 23% in 2009 Europe, the established producers and/or distributors of electricity compared with close to 28% in 2010 of consolidated energy sales. generally have a legal or contractual obligation to purchase power The Group believes that the risk of losing a customer owing to an produced from renewable energy sources. In the United States, event such as insolvency of an established producer or termination utilities are generally required to comply with mandatory renewable of a contract by such a customer, is limited. If such an event were to energy quotas set by local authorities (see section 6.5.1.2.(a) occur, however, it could have a material adverse effect on the Group’s “United States” of this registration document). business, fi nancial position, or results of operations, or on its ability to achieve its objectives (see also Note 22.4 to the consolidated At 31 December 2010, the aggregate revenues earned from the fi nancial statements for the year ended 31 December 2010 included Group’s ten largest customers represented close to 80% of the in section 20.1 of this registration document). Group’s energy sales, compared with 90% in 2009, while revenues

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 its business or thereby adversely affecting its fi nancial position, of Directors and founding shareholder of EDF Energies Nouvelles. results of operations, or ability to achieve its objectives. The Group has nonetheless strengthened its management team In addition, the Group’s development also depends on its ability to by recruiting several high-level executives who bring to bear retain and motivate its key employees and to attract new high- calibre their proven experience in all areas of Group administration and staff. Against the backdrop of a signifi cant increase in salary levels development. resulting from expansion in the business segments in which it The future success of the Group will signifi cantly depend on the operates, the Group may not be able to do so in order to maintain its full involvement of these key executives. If one or more of these competitiveness and profi tability. Such inability could have a material executives were to resign, or if the Group were to lose one or more adverse effect on the Group’s business, fi nancial position or results of of its local managers with signifi cant experience in the market in operations, or on its ability to achieve its objectives. which the Group operates, or if any of these individuals were to 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 23% of the Group’s electricity sales in 2010), 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 11 October 2010 between EDF in January 2008) and in wind energy projects (partnership with and Pâris Mouratoglou who owns, directly and through Société EDF Energy in the UK, for instance) and in the distributed renewable Internationale d’Investissements Financiers, 25.1% of the share energies sector (partnership in EDF Energies Nouvelles Réparties, capital and voting rights in the Company (see section 18.4 of this see sections 6.5.7 and 19.2 of this registration document). registration document). Furthermore, it holds the right to use the EDF Energies Nouvelles brand as its corporate name, which represents a major asset for its In addition to the requirement for a supermajority of the Board business activities. The brand licensing agreement entered into with of Directors for certain major decisions affecting the Company, EDF will be automatically terminated if the EDF group’s interest falls the shareholders’ agreement establishes a general framework below 35% of the Company’s share capital or voting rights. Lastly, for relations between the EDF group and Pâris Mouratoglou and the Group had a credit line totalling €1,790 million at its disposal at between the Company and EDF, its primary industrial shareholder. 31 December 2010 arranged with EDF and benefi ts from preferential In particular, the agreement defi nes the respective fi elds of fi nancing terms because it is part of the EDF group. Certain of the activity of the Company and EDF in the renewable energies sector, Group’s fi nancing agreements contain loan acceleration clauses primarily in the form of a right of fi rst refusal granted by EDF to the that would apply if EDF were to reduce its equity holding in the Company and a right of priority granted by the Company to EDF. Company or if the Company were to change its corporate name. If the Although the agreement includes provisions directed at limiting the EDF group were to terminate these partnerships and/or withdraw possibility of disagreements between the shareholders party to it, its equity interest in the Company, or if the Company no longer such diffi culties cannot be excluded. The interests of EDF and its benefi ted from certain rights granted pursuant to the shareholders’ subsidiaries may confl ict with those of the Group, as for example on agreement, such as the right of fi rst refusal, these events could have decisions relating to new projects or the Group’s strategic direction. a material adverse effect on the Group’s business, fi nancial position Such a confl ict could have a material adverse effect on the Group’s or results of operations, or on its ability to achieve its objectives. business, fi nancial position, and results of operations, or on its 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 are liable. The occurrence of these events may affect the Group’s strict ethical standards in connection with its operations, the risk reputation and thus have a material adverse effect on its business, of isolated acts by the Group’s employees at odds with these values fi nancial position, the results of its operations and outlook. and principles cannot be excluded. In this eventuality, plaintiffs may seek to claim that the Group’s employees, managers or companies

20 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Risk factors 4 Market risks

4.4 Market risks

4.4.1 INTEREST-RATE RISK

As part of its operations, the Group is exposed to interest-rate risk, Corporate fi nancing chiefl y in connection with project fi nancing and fi nancing for its normal business activities. In connection with its normal business activities (fi nancing for the working capital requirement of its DSSA projects, payments on account and inventories of solar modules and wind turbines Project fi nancing for its investments and bridge loans pending the arrangement of project fi nancing), the Group holds confi rmed credit lines carrying a The model used employed by the Group to fi nance projects, fl oating rate of interest. To curb the associated risk, the Group has especially its wind farms and solar power plants, is heavily reliant entered into interest-rate swap and plain vanilla option agreements. on debt fi nancing. Accordingly, a signifi cant increase in interest Based on projected use of the corporate lines, interest-rate risk is rates may have an adverse impact on the profi tability of the Group’s managed over a rolling period of fi ve years subject to a maximum future projects. budgeted rate. To curb this risk, the Group has implemented an interest rate Based on projected use of the corporate lines, interest-rate risk is hedging policy generally employing interest-rate swaps. From managed over a rolling period of fi ve years subject to a maximum an economic standpoint, the use of these swaps helps to convert budgeted rate. fl oating-rate into fi xed-rate borrowings and to protect against fl uctuations in interest payments. At 31 December 2010, the percentage of gross corporate debt hedged (excluding bank overdrafts), i.e. €1,548 million stood at In general, the arranging banks request a hedge covering 70- 100% 60% (against a rise in interest rates), with the remaining balance of the amount fi nanced for 80-100% of its term. As a result, being monitored closely. The size of the hedge may be increased generating facilities in service benefi t from long-term fi xed-rates. depending on the direction of the fi nancial markets. At 31 December 2010, 74% of the interest-rate risk on project fi nancing over the 2011- 2028 period was hedged (excluding the portion corresponding to the period of construction, as hedges are Global hedging put in place only once an asset is commissioned). The average rate Owing to its management of project fi nancing and its corporate lines, hedged stood at 3.93% (excluding the credit margin). 71% of the Group’s total borrowings (excluding bank overdrafts) carried a fi xed rate of interest either directly or indirectly via various instruments at 31 December 2010.

The table below presents an overview of the borrowings and swaps entered into by the Group at 31 December 2010:

Nominal Borrowings Total Maturity amount of from credit Other borrowings Fixed- Floating- Maturity of 1 to 5 Maturity interest-rate (in thousands of euros) institutions borrowings and debt rate rate < 1 year years > 5 years derivatives

Belgium 530 14,207 14,737 14,737 - 3,569 6,021 5,147 - Bulgaria 421 2,235 2,656 2,228 428 428 2,228 - - Canada 89,785 - 89,785 (676) 90,461 47,214 7,934 34,637 49,393 Denmark ------France 2,051,420 154,832 2,206,252 695,427 1,510,825 134,071 1,261,997 810,184 838,512 Germany 6,772 780 7,552 7,115 437 724 3,272 3,556 - Greece 237,590 24,031 261,621 (860) 262,481 98,135 60,981 102,505 111,409 Italy 262,063 98,097 360,160 2,789 357,371 100,563 76,530 183,067 178,985 Mexico 98,090 - 98,090 93,833 4,257 3,838 20,051 74,201 - Portugal 302,582 2,407 304,989 37,264 267,725 24,041 79,697 201,251 177,290 Spain 38,790 10,024 48,814 3,523 45,291 8,282 7,514 33,018 39,191 Turkey 60,600 5,180 65,780 42,923 22,857 57,768 4,192 3,820 - United Kingdom 124,481 21,170 145,651 (1,955) 147,606 30,468 40,864 74,319 103,119 United States 438,546 119,514 558,060 183,508 374,552 27,465 103,911 426,684 372,025 TOTAL 3,711,670 452,477 4,164,147 1,079,856 3,084,291 536,566 1,675,192 1,952,389 1,869,924 Bank overdrafts - - 34,865 - 34,865 34,865 - - - TOTAL BORROWINGS AND DEBT - - 4,199,012 1,079,856 3,119,156 571,431 1,675,192 1,952,389 1,869,924

2010 Registration document • EDF Energies Nouvelles 21 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors Market risks

Although the Group maintains an active policy of hedging interest-rate risk, a substantial increase in interest rates could have a material adverse effect on its business, fi nancial position, results of operations, or ability to achieve its objectives. The following table shows the Group’s net debt exposed to fl oating interest rates at 31 December 2010:

31 December 2010

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

Financial liabilities (1) 536,566 1,675,192 1,952,389 4,164,147 Financial assets 271,150 60,205 1,421 332,776 Net position before hedging 265,416 1,614,987 1,950,968 3,831,371 Fixed-rate borrowings 97,412 201,909 780,535 1,079,856 Interest rate hedging derivatives 241,650 1,087,607 540,667 1,869,924 Net position after hedging (73,646) 325,471 629,766 881,591

(1) Excluding bank overdrafts.

Sensitivity tests were performed based on the Group’s fi nancial broken down in Note 22.1 to the consolidated fi nancial statements position at 31 December 2010. They show that the estimated impact for the fi nancial year ended 31 December 2010, included in on income of a +/-50 basis point fl uctuation in interest rates would Chapter 20.1 of this registration document. be around €7 million. The Group’s sensitivity to interest- rate risk is

4.4.2 CURRENCY RISKS

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 2010, the principal currencies to which the Group was their valuations at the balance sheet date is avoided. exposed are the US dollar, sterling, the Canadian dollar and the Until late 2008, the foreign exchange risk arising from Mexican peso. EDF Energies Nouvelles SA’s current accounts with its subsidiaries denominated in foreign currencies was managed by matching the Translation risk associated with the balance sheet relevant assets with liabilities denominated in the same foreign currency. In 2009, the Group decided to put in place currency Since it has subsidiaries whose functional currency is not the derivatives to cover this risk. euro (United States, United Kingdom, Mexico), the Group is exposed to foreign exchange risk on its balance sheet (impact on translation differences in shareholders’ equity). In the consolidated Foreign exchange risk arising from equipment fi nancial statements, the net equity of a subsidiary in a foreign purchases currency is calculated at the closing exchange rate. Accordingly, This risk arises from equipment purchases in a currency other currency translation differences may arise upon comparison of the than the domestic currency used for accounting purposes. To date, valuations of a company’s net equity at two balance sheet dates, turbine purchases by the Group’s US, Mexican, UK and Canadian but these had only a modest impact on shareholders’ equity at subsidiaries from European manufacturers and acquisitions of 31 December 2010 (increase of €25 million in translation differences photovoltaic panels, are the principal items handled in this way. at 31 December 2010) and should be seen in the context of the €1,606 million in shareholders’ equity at the same date. The Group’s policy is to hedge this risk as soon as it is identifi ed based on the relevant project’s budgeted exchange rate primarily All the assets (electricity generating facilities), liabilities (related by means of forward purchases and sales and plain vanilla options. project fi nancing) and revenues linked to the operation of these In the event of changes in payment terms (due dates) or in the facilities are denominated in the domestic currency of the amounts committed in foreign currencies, the hedging instruments relevant country with the non-material exception of Turkey at used are adjusted accordingly. 31 December 2010. As a result, since the asset and corresponding

22 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Risk factors 4 Market risks

The table below presents the net fi nancial position of the Group at 31 December 2010:

(in thousands of euros) EUR GBP USD Other TOTAL

Assets 5,063,196 216,492 1,442,574 464,165 7,186,427 Liabilities 4,132,930 169,047 959,221 318,828 5,580,026 Net position before hedging 930,266 47,445 483,353 145,337 1,606,401 Impact of hedging 13,552 (862) (8,383) (4,307) - Net position after hedging 943,817 46,583 474,970 141,030 1,606,401

The sensitivity tests performed on the interest-rate and foreign rates would have the following impact on its income and exchange risk hedging instruments at 31 December 2010 and shareholders’ equity: at 31 December 2009 show that a shift of +/-10% in exchange

(in thousands of euros) Income statement Shareholders’ equity

+10% -10% +10% -10% 31 December 2010 (117,588) 74,969 3,306 (14,907) 31 December 2009 (95,169) 52,540 1,851 (13,452)

The effects caused by such fl uctuations would be largely offset by Although the Group adheres to a policy of actively hedging foreign the currency translation difference arising on the items hedged by exchange risk, an unfavourable fl uctuation in the exchange rates these instruments. of the aforementioned currencies against the euro could have a material adverse effect on the Group’s business, fi nancial position The Group’s sensitivity to foreign exchange risk is presented in or results of operations, or on its ability to achieve its objectives. Note 22.2 to the consolidated fi nancial statements for the fi nancial year ended 31 December 2010, included in section 20.1 of this registration document.

4.4.3 LIQUIDITY RISK/RISK ASSOCIATED WITH ACCESS TO FINANCING

Risk associated with access to project fi nancing coverage ratio). The loan acceleration clause is usually triggered when the ratio falls below 1x. The Group’s growth model consists in developing power generating facilities, which are fi nanced using no-recourse project fi nancing For the Development and Sale of Structured Assets business, the and bridge loans during the construction period. Group can confi rm that there has been a trend over the past two years, particularly in the United States, towards a reduction in During 2010, as part of its project fi nancing negotiations, the Group payments on account and longer payment times being requested noted an improvement in fi nancing terms and conditions, without by electricity utilities to enable them to arrange their own fi nancing. these reverting to those seen prior to the fi nancial crisis. The time € taken to complete fi nancing applications stabilised, albeit at a During 2010, the Group arranged 860 million in project fi nancing. € relatively long level. All in all, the Group had 2,309 million in project fi nancing at 31 December 2010, with an average duration of 12.8 years. Almost all project fi nancing carries clauses requiring immediate repayment notably in the event of a failure to meet a minimum level of debt service coverage by the project company based on its revenues, which is measured by the so-called DSCR (debt service

2010 Registration document • EDF Energies Nouvelles 23 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors Market risks

Liquidity risk arising from normal maturity dates ranging between 2011 and 2017. This amount includes business activities €1,790 million arranged with the EDF group (see Chapter 22 of this registration document). Credit lines The counterparties for all the bank credit lines are prime French and international institutions. The Group has centralised The Group has to fi nance the payments on account it makes when the arrangement and use of these fi nance facilities and thus it reserves turbines, its inventories of solar panels, the working management of the corresponding risks. capital requirement generated by the sale of solar and wind energy assets and a number of wind and solar farms under construction The corporate fi nancing carries loan acceleration clauses triggered for which no-recourse project fi nancing has not yet been arranged. by various different ratios, notably including an EBITDA/net interest expense ratio that must generally be kept above 2x, a debt cap and To this end, it had a total of €2,543 million (excluding bank overdrafts) a change in control (or ownership) clause vis-à-vis the EDF group. in corporate credit lines available to it at 31 December 2010, with

The following table shows the structure of the credit lines held by the Group at 31 December 2010:

(in thousands of euros) Amount Drawn down Not used

Medium-term line (1)

➤ repayable in 2011 20 20 -

➤ repayable in 2012 895 600 295

➤ repayable in 2013 220 220 -

➤ repayable in 2014 100 100 -

➤ repayable in 2015 700 - 700

➤ repayable in 2016 ---

➤ repayable in 2017 500 500 - TOTAL 2,435 1,440 995 Renewable 364-day lines (2)

➤ repayable in 2011 108 108 - Bank overdrafts 85 35 50 TOTAL 2,628 1,583 1,045

(1) Excluding Tenesol’s €36 million in credit lines. The corporate credit lines presented in this table may be used at any time to address the Group’s liquidity risk. (2) Credit lines backed by cash.

Cash surpluses Maturity schedule of fi nancial liabilities based Where the legislation and project fi nancing agreements so 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 2010. average maturities of less than 3 months, are made with prime It takes into account the fi nancing of projected expenditure for counterparties. At 31 December 2010, the Group held €371 million facilities under construction if the pre-agreed project fi nancing in cash (excluding bank overdrafts). 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 2010.

24 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Risk factors 4 Legal risks

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 Between non- In less than one and More than (in thousands of euros) current current Total one year fi ve years fi ve years Total

Borrowings from credit institutions 445,845 3,265,825 3,711,670 325,765 1,946,577 2,300,054 4,572,396 Other borrowings 90,721 361,756 452,477 95,114 176,165 233,608 504,887 Bank overdrafts 34,865 - 34,865 34,865 - - 34,865 Net interest rate hedging derivatives (liabilities-assets) - 87,043 87,043 42,808 47,682 (28,299) 62,191 Foreign exchange hedging derivatives 5,170 10,058 15,228 5,170 10,058 - 15,228 Trading book derivatives 64 - 64 64 - - 64 Trade payables 229,798 - 229,798 229,798 - - 229,798 Other payables (1) 241,208 - 241,208 241,208 - - 241,208

(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 2010).

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).

2010 Registration document • EDF Energies Nouvelles 25 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 4 Risk factors Insurance and risk coverage

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

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 location relates to the civil liability of offi cers and directors, which covers (e.g., 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. For including enXco, its principal subsidiary in the United States. 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.

2010 Registration document • EDF Energies Nouvelles 27 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 5 General information about the issuer

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 life due to expire on 17 October 2089. On 7 June 2004, the Company joint- stock corporation) on 13 September 1990 with the corporate changed its corporate name to EDF Energies Nouvelles. name of SIIF. It was registered on 17 October 1991 with a corporate

5.1.4 REGISTERED OFFICE, CORPORATE FORM AND APPLICABLE LEGISLATION

The Company’s registered offi ce is located at Coeur Défense, Tour B, The Company is a French-registered société anonyme (joint-stock 100, Esplanade du Général de Gaulle, 92932 Paris la Défense Cedex. corporation) with a Board of Directors and subject to the provisions The telephone number of the registered offi ce is (33) 1 40 90 23 00. of the French Commercial Code.

5.1.5 HISTORY OF THE COMPANY

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

28 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 General information about the issuer 5 Investments

In 2003, the Group acquired a shareholding in the C-Power In 2006, in connection with capital increases totalling around €530 consortium in Belgium, investing in one of Europe’s largest offshore million, EDF Energies Nouvelles was fl oated on the Euronext Paris wind farm projects. The following year, the Group expanded into market. At the same time, the shareholding held by the Mouratoglou Greece, developing projects with local partners. family was reduced to 25.1% of the share capital, with the EDF group In 2004, SIIF Energies changed its name to EDF Energies Nouvelles. retaining a 50% interest. After disposing of its activities in Sweden, EDF Energies Nouvelles During 2008, EDF Energies Nouvelles carried out a capital pursued its strategy during 2005 of refocusing its operations on increase of around €500 million to fi nance its expansion in the Western Europe and the North America. To this end, the Group solar photovoltaic segment, now its second avenue of expansion. made an acquisition in Greece, acquiring the wind energy assets Furthermore, the Group established a position in Turkey by of the Ktistor group and sold its operations in Brazil to a UK-based purchasing a 50% interest in Polat Enerji, one of the country’s investment fund. In 2005, the Group’s emphasis on protecting leading wind energy developers. 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 €1,315.9 million in 2010, compared with €1,232.4 million in 2009 and €1,026.7 million in 2008. The following table shows a breakdown of the past three years (in millions of euros) for Europe and the Americas:

Geographic area 2008 restated) (1) 2009 2010

Europe 586.7 824.1 865.1 Americas 440.0 408.4 450.8 TOTAL 1,026.7 1,232.4 1,315.9

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

The principal projects during 2010 were as follows: – in Italy: the Bonorva, Vallata and Monte Grighine wind farms and several solar power plants, including the Priolo, Loreo and ➤ in the Americas: Augusta facilities, – in the United States: principally the Lakefi eld, Pacifi c Wind and – in Spain: the Valdecaballeros and Casatejada solar power plants, Shiloh III wind farms and the Lipa solar power plant, – in Greece: the Skopies, Fokida II and III, Trikorfo and Melissi wind – in Canada: the Saint Isidore A and Elmsley East & West solar farms and the Xirokambi solar power plant, power plants, – in the United Kingdom: the Burnfoot, Rusholme, Teesside and – in Mexico: the La Ventosa wind farm; Fairfi eld wind farms, ➤ in Europe: – in Turkey: the Soma 1 wind farm, – in France: the Corbières Méditerranée wind farm and the Beguey, – in Germany: the Habscheid wind farm, Bouloc, Puyloubier, Pierrefonds, Montendre, Romilly-sur-Seine, Blauvac and Gabardan solar power plants, – in Bulgaria: the Germanea hydro power station.

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5.2.2 PRINCIPAL INVESTMENTS BY THE GROUP IN PROGRESS DURING 2011

The Group intends to continue expanding its existing portfolio of repayment period varies from 12 to 18 years. All project fi nancing projects, particularly in the wind energy segment, in which it had over is generally arranged on a no-recourse or limited recourse basis. 14,700MW in capacity under development at 31 December 2010 and The Group has set stringent profi tability criteria for its wind and in the solar photovoltaic segment, in which it had over 3,600 MWp solar energy projects, including: under development at 31 December 2010. 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 2011. Of this amount, some internal rate of return on the project after tax of between 9% and 60% is to be devoted to investments in Europe and around 40% 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 2010 35 solar photovoltaic farms (see Chapter 6 of this registration related to the continued development of its portfolio of wind energy document). At this date, the total cost of these planned investments and solar photovoltaic projects, including the completion of the came to around €1,377 million. 13 wind farms currently under construction and the building of

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6.1 General presentation 32 6.2 Competitive strengths 34 6.3 Strategy 36 6.4 Market and competitive position 37 6.4.1 Wind energy: a market with attractive growth prospects 40 6.4.2 Solar photovoltaic: more rapid growth 44 6.4.3 Hydro energy: a mature technology that continues to harbour opportunities 48 6.4.4 Biogas 49 6.4.5 Biomass: a still developing segment 49 6.4.6 Cogeneration using fossil fuels 50 6.4.7 Distributed renewable energies 50 6.4.8 Biofuels 51 6.5 Description of the Group’s principal business activities 52 6.5.1 Wind 52 6.5.2 Solar photovoltaic 61 6.5.3 Hydro 67 6.5.4 Biogas 68 6.5.5 Biomass 69 6.5.6 Cogeneration and thermal generation from fossil fuels 69 6.5.7 Distributed renewable energies 69 6.5.8 Biofuels 70 6.5.9 Marine energies 70 6.5.10 Development and Sale of Structured Assets business (DSSA) 71 6.5.11 Operations & Maintenance business 71 6.6 Dependence factors 72 6.7 Legislative and regulatory environment 72 6.7.1 International 72 6.7.2 European Union 72 6.7.3 National regulations 73 6.8 Environmental policy 75 6.8.1 Environmental standards 76 6.8.2 Compliance with environmental commitments 76 6.8.3 Environmental data 76

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6.1 General presentation

With operations in Europe and North America, EDF Energies Nouvelles Aside from wind energy, the Group is currently expanding actively in is a leader in the renewable energies market. Although wind solar energy, principally the photovoltaic segment, with 3,646 MWp energy has been the traditional focus of its development and solar under development, including 162.6 MWp under construction, and photovoltaic recently became its second expansion priority, the 267.1 MWp installed at 31 December 2010. In the countries in which Group is also present to varying degrees in other segments of the it is established (France, Italy, Greece, Spain, the United States renewable energies market, including small hydro, biogas, biomass, and Canada), it primarily targets the development of ground-based biofuels and marine energies. Lastly, since 2008, it has developed photovoltaic facilities. its presence in the distributed renewable energies sector, with The Group is also strengthening its position in the distributed distributed solar photovoltaic as its priority. renewable energies sector for consumers and small businesses, with At 31 December 2010, the Group had installed capacity of a particular emphasis on distributed solar photovoltaic, by drawing 3,422.6MW (1) (including 2,663.2MW for its own account (2)) and since 2008 on its 50%-owned subsidiary EDF Energies Nouvelles 1,089.1MW under construction (including 672.0MW due to be Réparties, which designs and markets a full range of solutions for held for its own account). In addition, the Group has a portfolio customers incorporating several types of renewable energies and of projects under development of over 18,300MW (including energy control systems. construction starts). In addition to wind energy, the Group is present in small hydro Thanks to supportive environmental, regulatory and technological (131.4MW in capacity installed at 31 December 2010), biogas trends, market conditions for renewable energy sources in the (56.0MW in capacity installed at 31 December 2010) and biomass areas in which the Group operates are currently favourable. In view (generation of electricity from agricultural and forestry by-products, of the current national and international policies supporting the with 26MW in capacity installed at 31 December 2010). It also has development of non-polluting energy sources, the Group believes a longstanding presence in cogeneration from fossil fuels (with these favourable market conditions are likely to remain intact over 19.2MW in installed capacity at 31 December 2010), but the Group the next few years. Under these policies, the Group benefi ts from is gradually withdrawing from this sector. Lastly, it is expanding various subsidies and aid granted to renewable energies producers. its presence in other new energy segments, such as biofuels and marine energies. Wind energy accounted for over 85% of the Group’s installed capacity (2,922.9MW at 31 December 2010). Its wind farms are In its capacity as a producer of electricity from renewable energy located in carefully selected geographic areas characterised by sources, the Group is involved in each stage of the value chain. political stability and growth potential, including the United States, The Group is active upstream in project development, midstream Canada and European countries, particularly France, Italy, Greece, in power plant construction and downstream in the operation Portugal and the United Kingdom. Geographic diversifi cation & maintenance of the power plants that it builds. Each of these enables the Group to position itself in markets where demand businesses may be conducted for its own account or for third for green electricity is strongest and to curb its exposure to risks parties. As part of its project development operations, the Group associated with weather conditions, in particular wind conditions, also has a Development and Sale of Structured Assets business, as well as regulatory risks. At 31 December 2010, the Group had a which consists principally in developing and building renewable portfolio of 14,702MW in wind energy projects under development, energy projects on behalf of third parties. including 918.0MW under construction.

(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.

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The following table presents the Group’s installed capacity in megawatts (MW) in each segment and country at 31 December 2010:

Country Wind Solar Hydro Biogas Biomass Cogeneration Total

Germany 7.6-----7.6 Belgium 30.0 - - 0.03 - - 30.0 Bulgaria - - 113.0---113.0 Canada - 58.7----58.7 Spain - 35.3 - - 26.0 - 61.3 United States 961.1 6.1 - 50.0 - - 1,017.2 France 389.1 70.2 18.4 6.0 - 19.2 502.9 Greece 251.4 6.0----257.4 Italy 365.0 90.8----455.8 Mexico 67.5-----67.5 Portugal 495.8-----495.8 United Kingdom 227.2-----227.2 Turkey 128.2-----128.2 TOTAL 2,922.9 267.1 131.4 56.0 26.0 19.2 3,422.6

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 2010:

Country Wind Solar Hydro Biogas Biomass Cogeneration Total

Germany 7.6-----7.6 Belgium 5.5 - - 0.03 - - 5.5 Bulgaria - - 84.5---84.5 Canada - 58.7----58.7 Spain - 22.7 - - 18.2 - 40.9 United States 878.1 6.1 - 50.0 - 934.2 France 355.4 69.4 18.4 5.5 - 6.7 455.4 Greece 232.1 6.0----238.1 Italy 182.5 70.3----252.8 Mexico 67.5---- -67.5 Portugal 302.9-----302.9 United Kingdom 163.2-----163.2 Turkey 51.9-----51.9 TOTAL 2,246.7 233.2 102.9 55.5 18.2 6.7 2,663.2

At 31 December 2010, the total capacity in service and under construction held by the Group for its own account (all segments combined) came to 4,511.7MW (3,335.2MW net), representing an increase of close to 18.6% compared with 2009.

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6.2 Competitive strengths

With its geographically diversifi ed presence in a sector with strong level by each EU Member State. In the United States, renewable growth momentum, its technical expertise and high-quality human energies qualify for incentives in the form of tax credits (Production resources, and its extensive portfolio of plants in service and Tax Credit, Investment Tax Credit) and minimum quotas (Renewable development projects, EDF Energies Nouvelles commands a leading Portfolio Standards) in certain states. position in the sector, with a solid international base in the market Growing awareness of environmental issues has also fostered for green electricity generation. EDF Energies Nouvelles considers research into the development of technologies for optimum use of its main competitive advantages to be as follows: renewable energy sources. At present, electricity is generated using several different renewable energy techniques, in particular wind, A market leader in renewable energies solar, hydro, biogas and biomass. Research and development efforts continue to perfect the technologies that have been developed, EDF Energies Nouvelles is currently a world-class player in the improving their long-term productivity and lowering their costs. generation of electricity from renewable energy sources. At 31 December 2010, the Group had installed capacity of 3,422.6MW, plus another 13 wind farms, 35 solar photovoltaic plants, one hydro Unique profi le as a diversifi ed integrated operator facility and several biogas installations under construction around The Group has developed a strategic presence in each of the the world, representing 1,089.1MW in additional capacity. principal segments of the market for generation of electricity from Since its inception, EDF Energies Nouvelles has always had a presence renewable energy sources. Thanks to its technical expertise and outside France and it now boasts fi rmly established international quality of its teams, the Group is an integrated operator active in the positions. At 31 December 2010, over 85% of the Group’s capacity development, construction, arrangement of fi nancing, operation was installed outside France, including close to 30% in the United and maintenance of power plants. Through its Development and States. With a focus on Europe and the United States, the Group is Sale of Structured Assets business, it is also active in fi nancial also active in the construction in Canada and Mexico of 350 MWp engineering. In construction as well as in the operation and in total capacity and in operations & maintenance services in India. maintenance of power plants, the Group works on projects for its own use and for use by third parties. Owing to its size and procurement requirements, the Group wields substantial bargaining power over its suppliers, in particular Thanks to its sizeable international footprint, EDF Energies Nouvelles manufacturers of wind turbines, as well as over manufacturers and is able to implement a policy of dynamic management of the risks other operators active in the commissioning process for wind and affecting renewable energies. The geographic diversity of its solar energy plants. positions (located in ten European countries, the United States, Canada and Mexico) enables the Group to diversify its risk exposure effectively, thereby limiting not only the risks associated with Strong sector momentum weather conditions (notably wind for wind turbines) but also the The market for renewable energies, which is expanding at a risks of regulatory changes in the markets in which the Group very strong rate, still harbours numerous growth opportunities, operates. The Group’s international presence enables it to seize especially in Europe and North America. This market is currently growth opportunities in diverse geographic areas. experiencing growth owing to supportive environmental, regulatory and technological trends. Protection of the environment has become Sustained and visible growth a major concern throughout the world. Increasing awareness of environmental issues both among consumers and governments EDF Energies Nouvelles is pursuing an active expansion strategy has been instrumental in promoting the development of renewable in the short term in onshore wind energy and solar photovoltaic, energy sources. its two priority avenues of expansion, and in the medium term in a number of other segments of the renewable energies market. International, national and European authorities have been taking measures to establish a framework conducive to the development The Group continues to build up its presence in onshore wind of renewable energies. The Kyoto Protocol of 11 December 1997 energy. By leveraging its experience of several years in prospecting and the European directives of 2001 and 2009 on the promotion and development, the Group had at 31 December 2010 a portfolio of renewable energies set targets for the generation of electricity of 14,702MW in wind energy projects (including 918.0MW under from renewable energies and thus set in motion the implementation construction, 1,364MW authorised, 5,774MW in advanced stages of of measures intended to promote renewable energies at national development and 6,646MW at the preliminary development stages).

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In addition, the Group remains on the look-out for opportunities in a Expertise in project fi nance and in the number of other countries, provided that these satisfy the stability, development and sale of structured assets regulatory visibility and profi tability conditions constituting the Group’s key development principles. Accordingly, it established a With several years of experience in wind farm development, the position in Turkey during 2008 by acquiring a 50% interest in the Group and its teams have also acquired expertise in arranging capital of Polat Enerji. fi nancing for these projects, particularly no-recourse or limited- recourse project fi nance vehicles. The Group uses this In addition, the Group has been expanding its activities beyond expertise to strengthen and optimise its fi nancing arrangements by onshore wind energy into new segments involving the generation bringing in fi nancial partners (United States) or industrial partners of electricity from renewable sources, particularly in the solar (Greece and Turkey). photovoltaic segment, in which it had a project portfolio of over 3,646 MWp in capacity at 31 December 2010 (162.6 MWp The Group also boasts solid experience in the development and under construction, 99 MWp authorised and 3,384 MWp under construction of wind and solar energy projects for third parties development). At the same time, EDF Energies Nouvelles continues (Development and Sale of Structured Assets business). This to pursue its research and development drive in biogas, biomass, business enables it to cover each year the bulk of its development biofuels and offshore wind energy. costs and overheads (see section 6.5.10 of this registration document). Effi cient industrial organisation with a strong management team and experienced staff Solid fi nancial performance EDF Energies Nouvelles possesses a dynamic, solid management In recent years, the Group has demonstrated solid fi nancial team and fi eld staff with experience in the renewable energies performance supported by strong and rapid growth in its operating sector. The Group’s founder, Pâris Mouratoglou, has long been income (24.9% between 2009 and 2010) and in its installed capacity active in the renewable energies industry and is a renowned green (increase of 16% in gross capacity installed between 2009 and 2010), energy pioneer. The Group has also been joined by high-level coupled with established and improving profi tability. This success executives contributing their proven experience in all areas of is attributable to a recurring revenue stream secured by long-term business administration and development. sale contracts for electricity and a rigorous selection policy for new projects based on strict profi tability requirements and risk balancing The quality and experience of its human resources have enabled criteria. In addition, no-recourse or limited-recourse project fi nancing the Group to hone its technical skills, which now encompass all the makes it possible keep facilities completely separate from each other principal stages in the development of a wind or solar photovoltaic and thus to run a high level of debt, while reducing the risk carried by project, from project fi nance to turn-key facility sales via an analysis the Group as a whole (unlike corporate debt). of wind and insolation conditions and construction of power plants. This skill set is one of the Group’s principal competitive advantages, enabling it to stay one step ahead of technical changes and to Support from EDF, a European leader in energy develop new technologies in the constantly evolving renewable energies sector. In addition to its own experience, the Group enjoys the backing and worldwide reputation of the EDF group, a leader in the generation, distribution and marketing of electricity in Europe, as well as access to EDF’s research and development resources. Its partnership with EDF is part of a well-articulated, coherent industrial project that also allows the Group to develop close working relations with other entities of the EDF group, such as EDF Energy in the United Kingdom.

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6.3 Strategy

In a rapidly growing market, the Group’s aim is to reinforce its sector, i.e. the consumer and business market, with distributed position as a leading player in the renewable energies sector renewable energies its priority. This business is overseen by in Europe and North America by maintaining its presence in the EDF Energies Nouvelles Réparties, a joint venture with EDF that is principal segments of the green energy generation value chain. The fully consolidated in EDF Energies Nouvelles’ fi nancial statements. key elements of its strategy are the following: EDF Energies Nouvelles is also expanding its activities in segments that are expected to reach maturity in the medium term, while Continue to strengthen positions in onshore adopting a highly selective approach: wind energy ➤ offshore wind energy: through its participation in two major offshore wind energy projects in Belgium (C-Power) and in the At present, the generation of electricity from onshore wind energy is United Kingdom (Teesside), the Group plans to expand further experiencing signifi cant growth. The Group, for which this segment in this segment, notably via the call for tenders that the French currently represents its principal business, aims to bolster its government was due to launch in the offshore wind energy position as a key player in the European and North American wind segment; energy industry. In particular, it intends to take advantage of its technical expertise by expanding its pipeline of existing projects, ➤ biogas (landfi ll gas): Verdesis, a Group subsidiary, markets, which currently stands at 14,702MW in capacity, with over 918.0MW installs and maintains facilities processing the biogas produced under construction. at landfi ll sites, water treatment plants and farm waste methanisation units in Europe. The Group also acquired Beacon To this end, the Group notably aims to bring to bear its expertise in Landfi ll Gas Holding, a US specialist in biogas installations, partnerships creating value for both parties (like its partnerships in during 2010; Greece and Italy) and helping to develop large-scale projects. In addition, if the need arises, the Group may carry out highly ➤ biomass: the Group continued its efforts in the biomass segment, selective acquisitions helping to accelerate its expansion and notably including a combined cogeneration and biomass plant in bolster its portfolio of plants and projects, along the same lines as Spain;

the 2008 acquisition of a 50% interest in Polat Enerji in Turkey. ➤ biofuels: the Group has held a shareholding of 25% since 2007 in Alcogroup, one of the European leaders in ethanol distribution, which also owns a 51% interest in a plant producing bioethanol Expand in the solar photovoltaic segment at Ghent in Belgium; Since 2008, the Group has decided to step up its expansion in ➤ marine energies: the Group is conducting research in this sector, the solar photovoltaic segment. It has a high-quality portfolio of notably in France. This was the backdrop to the signature of the projects located in the various countries in which the Group intends partnership agreement with DCNS in 2009. to establish this business as a priority. At 31 December 2010, the Group had 3,646 MWp in projects under development, of which 162.6 MWp were under construction and 99 MWp authorised, Pursue expansion in the Development located principally in France, Spain, the United States, Italy, Greece and Sale of Structured Assets business and Canada. The Group conducts its Development and Sale of Structured Assets The development of this segment is predicated on the expertise activities with a view to covering the majority of its development acquired by the Group in wind energy, which it can leverage on and overhead costs. In addition, this business enables the Group account of the similarities in terms of development, the business to optimise and freshen up its portfolio. Certain projects developed model and fi nancing. In particular, the Group pays great attention by the Group do not meet its investment criteria but may remain to its solar panel purchasing requirements, while making sure to attractive to other investors. In these circumstances, the Group diversify both its suppliers and the technologies (crystalline silicon, may decide to pursue the development of these projects to sell thin-fi lm) it employs. them at the end of the development phase or upon completion of construction, with the aim of making a profi t on the sale. Develop new sources of growth, particularly in The Development and Sale of Structured Assets business is distributed energies particularly signifi cant in the US wind energy segment, where some utilities have a policy of owning their power plants rather Aside from onshore wind energy and solar photovoltaic, the than purchasing the wind-generated electricity produced by others, Group’s current expansion priorities, the Group intends to continue as well as in the European solar photovoltaic segment. The Group strengthening its position in the distributed renewable energies intends to strengthen its position as a major player in these markets.

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Enhance its integration within the green natural potential, political stability and a favourable regulatory electricity value chain environment. EDF Energies Nouvelles initially moved into a large number of promising countries, then refocused its operations on EDF Energies Nouvelles intends to establish more fi rmly its presence the most favourable markets. At present, the Group is targeting right across the value chain for the generation of electricity from Europe, with special emphasis on France, Italy, the United Kingdom, renewable sources as a developer, owner/investor and operator, Greece, Turkey and Portugal, and North America. In the longer term, and to leverage the synergies made possible by such integration. it may consider moving into other markets harbouring development The Group combines the roles of developer and owner/investor. The potential for the generation of electricity from renewable energies upstream phases of the value chain–identifying sites, developing provided that the criteria of stability, growth and regulatory and structuring projects, and then constructing power generation visibility, which are crucial to secure the profi tability of this highly plants–remain the primary focus of the Group’s business. Owing to capital- intensive business, are satisfi ed, and so that it can use its presence upstream, the Group is able to retain the value created no- recourse or limited-recourse project fi nancing there. during these phases. The downstream phases–managing assets as For its international development, the Group adopts a local plant owner, as well as operating and maintaining plants for its own approach to each country. It forms alliances with entities that are account or for other owners–enable the Group to ensure the quality familiar with local markets, either by entering into partnerships (as of the production facilities and the long-term sustainability of its in the Turkish wind energy segment during 2008) or by acquiring business activities. local operators (as in the US biogas segment during 2010). Since its acquisition of enXco in 2002, the Group has performed each of these roles in the United States. The acquisition of enXco Curb risks and contain costs provided established capabilities in managing, operating and maintaining wind energy plants, a business activity that enXco EDF Energies Nouvelles intends to continue its policy of controlling had long performed for its own plants and those owned by third the risks and costs associated with its development. The majority parties. The Group is currently also developing its operations and of its power purchase agreements are long-term contracts with maintenance expertise in Europe by rolling it out gradually to its terms of around 15 to 20 years, under which the buyer is required wind farms. It is notably supported by its Reetec subsidiary for to purchase all the power generated, regardless of the time of day heavy maintenance and by its new control centre and storage or season of the year, at a fi xed price for the entire duration of the facility in Béziers. contract. The fuel for most of its power plants is either available at no cost (wind, sunlight, water) or available at a limited predetermined cost and in suffi cient quantity given the size of the plant (biomass). Pursue controlled international expansion EDF Energies Nouvelles also intends to pursue its efforts to bring The international diversifi cation of EDF Energies Nouvelles’ costs under tight control owing notably to its purchasing power. business enables it to manage more effectively the risks associated Through this combination of long-term, fi xed-price sale contracts, with weather, geographic, technological and political, regulatory the long-term supply of energy inputs at a low or zero price, and economic conditions. contained initial capital costs and optimised tax incentives for The Group implements its strategy on an international scale, renewable energy facilities, the Group will continue to fi nance but maintains a local approach in each of the countries in which its investment projects using long-term fi nancing with no or only it operates. It develops projects in countries that offer both limited recourse to project shareholders.

6.4 Market and competitive position

The renewable energies market is currently enjoying momentum independence. Harnessing renewable energies, while providing the fl owing from three separate priorities, namely energy demand, energy of the future and protecting the planet, will also help efforts environmental protection and job creation. The sustainability of to rise to the major challenges posed by global warming. Lastly, the renewable energies makes them an enduring solution to global inevitable trend towards renewable energies is likely to represent energy needs given the depleting reserves of fossil fuels, as well an engine of growth for new industries and thus new green jobs in as refl ecting certain countries’ desire to safeguard their energy the long term.

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At international level, the Kyoto Protocol of 11 December 1997 The European Union’s Renewable Energies Directive (Directive established framework provisions promoting this development. 2001/77/EC on the promotion of electricity produced from The European Union ratifi ed this protocol in 2002 and has made renewable energies) set ambitious specifi c objectives for the promoting the generation of electricity from renewable energies one European Union member states to reach by 2010. These targets of its top priorities (see section 6.7 of this registration document). are stated in terms of the percentage of electricity consumption to be generated from renewable energy sources. This directive set a medium-term objective of 21% of this type of power to be produced in the European Union by this deadline.

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 2009:

2010 target set by Actual level at 31 December 2009 Country the Renewable Energies directive (as a %) (as a %)

Germany 12.5% 16.1% Austria 78.1% 65.3% Belgium 6.0% 5.9% Bulgaria 11.0% 8.3% Cyprus 6.0% 0.3% Denmark 29.0% 27.5% Spain 29.4% 26.0% Estonia 5.1% 2.7% Finland 31.5% 25.9% France 21.0% 13.5% Hungary 3.6% 7.3% Greece 20.1% 9.2% Italy 25.0% 20.3% Ireland 13.2% 14.4% Latvia 49.3% 49.2% Lithuania 7.0% 5.5% Luxembourg 5.7% 3.6% Malta 5.0% 0.1% Poland 7.5% 5.9% Netherlands 9.0% 9.3% Portugal 39.0% 33.5% Czech Republic 8.0% 6.8% Romania 33.0% 31.6% United Kingdom 10.0% 6.7% Slovakia 31.0% 18.3% Slovenia 33.6% 36.8% Sweden 60.0% 56.1% TOTAL EUROPEAN UNION (27 COUNTRIES) 21% 18.2%

Source: 2010 European barometer, Tenth annual report on 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 Actual level at 31 December 2009 to be generated from renewable sources by 2020 (as a %)

Germany 18% 9.7% Austria 34% 29.2% Belgium 13% 3.8% Bulgaria 16% 11.5% Cyprus 13% 3.8% Denmark 30% 19.7% Spain 20% 13.0% Estonia 25% 22.7% Finland 38% 29.8% France 23% 12.4% Greece 18% 7.9% Hungary 13% 9.5% Ireland 16% 5.1% Italy 17% 7.8% Latvia 40% 36.8% Lithuania 23% 16.9% Luxembourg 11% 2.8% Malta 10% 0.7% Netherlands 14% 4.2% Poland 15% 9.4% Portugal 31% 25.7% Czech Republic 13% 8.5% Romania 24% 21.6% United Kingdom 15% 2.9% Slovakia 14% 10.0% Slovenia 25% 17.5% Sweden 49% 50.2%

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 13,500 17,000 Geothermal 90 200 Hydro 500 2,000 Solar photovoltaic 160 500

Source: French energy management agency, November 2006.

In the United States, which has not ratifi ed the Kyoto Protocol, Growing awareness of environmental issues has also fostered authorities have nevertheless instituted policies of support research into the development of technologies for optimum use of for renewable energies. At federal level, the centrepiece of the renewable energy sources. At present, electricity is generated using incentive programme for generating electricity from renewable several different forms of renewable energy, in particular wind, solar, energy sources is a system of income tax credits (Production Tax hydro, biogas, biofuels and biomass. Research and development Credit, Investment Tax Credit). At state level, federal incentives efforts continue with the goal of perfecting the technologies that are supplemented by Renewable Portfolio Standards (RPS), which have been developed, in particular by improving the productivity set targets by state for the consumption of energy generated and reducing the cost of those technologies. from renewable sources. Thirty or so states have implemented Taking these factors into account, the Group is present in the four Renewable Portfolio Standards, which set objectives for energy main segments of green electricity generation, namely wind, solar, produced from renewable sources and may even provide for hydro and biomass. Spurred on by national and international policies various penalties for non-compliance. The inauguration of a new US supporting renewable energies, these segments, particularly wind administration in 2009 was marked by the announcement of greater and solar energy, have developed signifi cantly in recent years. In support for the development of renewable energies, notably backed the United States, the federal government restated its intention of up by the renewal of the Production Tax Credit until 2012, the option continuing to pursue its renewable energies development policy for developers to choose between the Production Tax Credit and the (by renewing the Production Tax Credit system through to 2012 and Investment Tax Credit (ITC) and to elect for payment of the ITC in the Investment Tax Credit through to 2016). The European Union cash with regard to new facilities, construction of which will begin set clear objectives in directives on the promotion of renewable by the end of 2011. energies that, though indicative rather than mandatory, represent a strong commitment by member states.

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 3,000MW in aggregate worldwide capacity at that time to close to 195,000MW in capacity at year-end 2010. 200,000 194,527 180,000 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000 2,900 0 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Source: Observ’ER.

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Wind energy has been growing at a particularly brisk rate since 1997, refl ecting the adoption of the Kyoto Protocol and stronger measures to support the generation of electricity from wind energy (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 37,917 39.9% 158,920 31.3% 2010 35,717 (6.1)% 194,527 22.4%

Source: Solar Systems, Barometers of wind energy, 2006 to 2011, EurObserv’ER.

During 2010, 35,717MW in additional capacity was installed. Global is the largest global wind energy market (with 16,500MW installed wind energy capacity now stands at a total of 194,527MW. Growth in 2010), ahead of the United States (5,115MW installed in 2010). in capacity during 2010 was weaker than in 2009 owing to the The United States now ranks as the second-largest market after slowdown in the European and North American markets against the China (42,287MW at year-end 2010) in terms of global wind energy backdrop of an economic crisis and fi nancing diffi culties. Even so, capacity installed (40,180MW at year-end 2010). capacity recorded a strong increase of 22.4%. The Chinese market

The following table shows incremental worldwide and aggregate installed wind energy capacity in 2009 and 2010 and by major geographic area:

Aggregate capacity Aggregate capacity Capacity 2009/2010 at year-end 2009 at year-end 2010 installed in 2010 increase Geographical regions (MW) (MW) (MW) (as a %)

North America 38,405 44,189 5,805 15.0% Europe 76,483 86,213 9,798 13.0% Asia 39,639 58,641 19,022 47.5% Rest of the world 4,393 5,484 1,092 25.0% TOTAL AGGREGATE CAPACITY (MW) 158,920 194,527 35,717 18.5%

Source: Solar Systems, Barometer of wind energy, February 2011, EurObserv’ER.

In terms of installed capacity at year-end 2010, China, the During 2010, the European countries recording the largest United States, Germany, Spain and Italy were the top fi ve markets increases in wind energy capacity were Germany (1,551MW), Spain in the wind energy segment, accounting for close to 70% of global (1,515MW), France (1,034MW), Italy (899MW) and the United installed capacity. The European Union accounted for 43% of Kingdom (779.8MW). In terms of aggregate installed capacity, two installed wind energy capacity worldwide. countries possess more than 10 gigawatts (GW), namely Germany with 27,214MW and Spain with 20,676MW, and eleven more have more than 1GW, namely Italy with 5,797MW, France with 5,660MW, Wind energy in Europe the United Kingdom with 5,203.8MW, Portugal with 3,897.8MW, In 2010, aggregate installed wind energy capacity in the European Denmark with 3,800MW, the Netherlands with 2,245MW, Sweden Union came to 84,339MW, up from 75,106MW at year-end 2009, with 2,163MW, Ireland with 1,428MW, Greece with 1,208MW, Poland representing an increase of 12.3%. A total of 9,301MW in wind with 1,185MW and Austria with 1,010.6MW. energy capacity was installed during 2010 in the European Union and 9,798MW across Europe as a whole (source: Solar Systems, Barometer of wind energy, February 2011, EurObserv’ER).

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Wind energy in France Principal competitors and market position With total installed capacity of 5,660MW at year-end 2010 up from In 2010, the Group estimated that it ranked 8th in the worldwide 4,626MW at year-end 2009, France (including overseas departments wind energy industry in terms of installed capacity (Source: capacity and territories) recorded an increase of 22.3% compared with 2009. published by industry businesses at year-end 2010). Its principal Growth thus remained very fi rm, even though it was weaker than in rivals are primarily established electricity generators and/ or 2009 (27.6%) (source: Solar Systems, Barometer of wind energy, distributors, such as Iberdrola Renovables, Acciona and Endesa of February 2011, EurObserv’ER). Spain, Energias de Portugal Renovaveis (EDP) and Enel Green Power of Italy, leading US utilities, such as Florida Power & Light (FPL). The presence of the world’s top four wind turbine manufacturers (Vestas, Gamesa, Enercon and General Electric Wind) in the The majority of these large competitors are less geographically domestic market demonstrates that the French wind energy market diversifi ed than EDF Energies Nouvelles, and their positions is now regarded as a key market. are concentrated in their domestic market. In contrast, EDF Energies Nouvelles has long been active in both North America and Europe, where it has operations in ten countries. Moreover, its Outlook original market, France, represented only around 13% of its installed According to Emerging Energy Research, (Global Renewable Power wind energy capacity (at 31 December 2010), while the rest of Generation forecasts 2009-2010, Emerging Energy Research, Europe (Portugal, Greece, United Kingdom, Italy, Germany, Belgium July 2009), total wind energy capacity installed worldwide is set to and Turkey) and the North America (mostly the United States, but top 640,000MW in 2020, more than triple its current level. Annual also Mexico) accounted for around 35% and 52% respectively. capacity installed is set to reach close to 54,000MW in 2020. North In the European countries in which it operates, the Group often America and the European Union are expected to enjoy signifi cant ranks among the largest wind energy players. In France, the Group growth, accounting for close to half the additional capacity is a leading producer of wind-generated electricity. Through its installed worldwide between 2010 and 2020. Asia is also expected EDF EN Portugal subsidiary in Portugal, EDF Energies Nouvelles to experience very strong expansion, particularly in China and to a ranks as the fi fth-largest wind energy player by installed capacity lesser extent India. (source: Inegi-Energia Eólica em Portugal report, December 2010) The following chart shows the expansion in wind energy capacity while the Group ranks second in Greece in terms of installed wind installed worldwide (in MW) since 2000 and growth projections for energy capacity (source: Hellenic Wind Energy Association). In the 2010-2020 period: the United Kingdom, the Group has installed capacity totalling 227.2MW. In Italy, the Group owned six wind farms with installed 700,000 capacity totalling 365.0MW at 31 December 2010. In Germany, 600,000 through its enXco GmbH subsidiary, the Group has only a modest

500,000 presence in the wind energy market, which is long established and close to saturation. 400,000 Through its enXco subsidiary, the Group currently ranks as one of the 300,000 leading players in the development and construction of wind farms 200,000 in the United States (source: American Wind Energy Association). 100,000 The Group is also present in Canada, where it is developing wind

0 energy projects with a capacity totalling 1,003.2MW in Quebec, as well as in Mexico, where it has a 67.5MW wind farm. 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 In general, the competitiveness of operators in the renewable Source: EurObserv’ER/Emerging Energy Research. energies markets is measured in terms of the performance of power plants, the quality of technologies used, the power prices charged, and the scope and quality of services provided (including operations & maintenance services).

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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 the development phase, to reviews and wide-scale consultations concerning its impact on the environment, in particular on the The development of a wind energy project starts with moves to landscape and fauna (see section 6.8 of this registration document). secure the land. After identifying a location for the wind farm, the The Group also initiates the various administrative procedures Group signs an option to lease to safeguard its availability. These associated with obtaining the operating and building permits “options to lease” are option contracts, generally with a term of required to complete the project. This process generally takes 6 to three to fi ve years (automatically renewable on an annual basis for 18 months. one year at a time), and provide for no indemnity in the event that a lease is not executed. Wind energy projects also require delivery of the various technical components, particularly turbines. The choice between different Once assured of control of the land by an option to lease, the Group models and manufacturers of turbines (which include General conducts a site survey to measure wind conditions. For this purpose, Electric, Vestas, REpower, Enercon and Nordex) is made on the one or more masts (varying in height from 10 to 80 meters) with basis of wind conditions at the site (for sites with average strength measurement devices are erected to gather all the data required winds, turbines that deliver high power relative to the diameter to evaluate wind speed and direction during a period of at least 12 of the rotor are preferred), cost-effectiveness of the turbines months. This phase is essential for assessing the economic viability proposed (measured in euros or US dollars per megawatt-hour) of the project. and availability of the turbines (see Chapter 22 of this registration In addition, a study is conducted of other actual or potential document). Although the turbine market is currently characterised constraints at the proposed site. For example, this study takes into by overcapacity, the Group continues to pay great attention to its account topographic constraints, various easements (particularly purchasing operations, notably by diversifying its supplier base. access easements), connection capacities to the local electricity Financing must also be secured for the power plant. Financing is grid, and various environmental constraints associated with plant generally obtained in the form of limited or no recourse project and animal life, proximity to housing, historical monuments, or fi nance. Negotiations with the lending banks establish the sensitive or protected sites that may be imposed by local laws proportion of equity to be contributed to the vehicle, the detailed or regulations. Constraints of this type limit the number of sites terms and conditions of the debt to be arranged (including the term, available for wind farms, particularly in densely populated areas. interest rate and guarantees) and the various audits by outside Such constraints are less problematic in sparsely populated areas, providers that the lending banks will require. In the United States, such as certain regions of the United States and Canada. owing to the particular characteristics of the federal Production Tax In parallel with these technical studies, public meetings are routinely Credit, the Group and its subsidiaries in the United States work organised to inform those who live nearby and promote acceptance together with outside investors to harness the full benefi t of the of the project in accordance with the formalities required by local income tax credits provided under this system. authorities. Each wind energy project is therefore subject, during

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During 2010, as part of its project fi nancing arrangements, the Operations & maintenance Group noted an improvement in fi nancing terms and conditions, Upon completion of the construction work, the power plant is without these reverting to those seen prior to the fi nancial crisis. brought into service. Depending on the sites and projects developed The time taken to complete fi nancing applications also stabilised, by the Group, the power plants are delivered either to EDF Energies albeit at a relatively lengthy period of time. Nouvelles to be operated for its own account or to third parties for At 31 December 2010, the Group owned 13,784MW in capacity whom the Group has developed and built the plants under turn-key under development (including construction starts), including contracts (Development and Sale of Structured Assets business). 1,364MW authorised, 5,774MW at advanced stages of development In the fi rst scenario, the Group retains ownership of the site and and 6,646MW at preliminary development stages. Over half this either performs operations & maintenance services itself or arranges portfolio of projects under development is located in the United for subcontractors to operate the plant on its behalf and under its States, and close to two-thirds in North America. supervision. These subcontractors are often the manufacturers of the turbines. The electricity produced by the plant is then sold Construction by the Group, in the majority of cases to established producers After the Group has developed the wind energy project and obtained and/or distributors (such as EDF in France or large utilities in the fi nancing, the project enters the construction phase, which lasts United States) that have either a legal or a contractual obligation to from one to two years. This phase begins with authorisation purchase it, under feed-in contracts with an average term of between to proceed by the Group’s investment committee and, where 15 and 20 years. This structure is generally used by the Group in appropriate, the Board of Directors, together with signature of the Europe. In the second scenario, EDF Energies Nouvelles delivers the turbine order and exercise of the option to lease granted during the site on a turn-key basis to a third-party owner (see Chapter 6.5.10 of origination/development phase. It includes engineering design and this registration document), but may operate the site on the latter’s construction management work, earthwork and civil engineering behalf. These operations & maintenance contracts generally have a (including grading the site, installing the mast footings, and term of three years. In the United States, EDF Energies Nouvelles’ preparing the access roads), electrical works (laying the cables and enXco subsidiary has very strong positions in operating facilities for installing equipment to connect to the grid) and the installation third parties. of the technical components of the wind farm (masts, turbines, In the United States, delivery and operation of wind farms have in blades). Contractors are selected for this work on the basis of the past been subject to the special requirements of the Production their availability, the performance of their teams and the fi nancial Tax Credit system, which specifi es that construction be completed aspects of their bid. and the plant be brought into service prior to the expiry of the The construction phase ends with a period of testing (term, current PTC regime (see section 6.5.1.2(a) of this registration availability, ramp-up) performed over several months to verify that document). The renewal of the Production Tax Credit during 2009 the power plant functions properly prior to its entry into service. until 2012 gave the Group more room for manoeuvre. At 31 December 2010, the Group had a portfolio of 918.0MW in wind energy projects under construction.

6.4.2 SOLAR PHOTOVOLTAIC: MORE RAPID GROWTH

Solar photovoltaic around the world The photovoltaic segment is currently a market experiencing very strong growth. Since 1994, global installed capacity has risen from 502 MWp to an estimated fi gure of over 22,800 MWp at year-end 2009 (source: European Photovoltaic Industry Association (EPIA)).

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The following table shows a breakdown of global capacity in the world’s leading markets at year-end 2009:

Capacity installed in 2009 Total capacity at 31 December 2009 Increase in installed capacity between Country (in MWp) (in MWp) 2008 and 2009 (%)

Germany 3,806 9,785 +153,7% Spain 69 3,386 -97,3% Japan 484 2,633 +110,4% United States 477 1,650 +39,5% Italy 711 1,167 +175,6% Czech Republic 411 465 +705% Rest of the world 1,361 3,792 +89,5% TOTAL 7,319 22,878 +31,7%

Source: EPIA.

The photovoltaic capacity installed worldwide started to surge rankings in 2009 (in terms of annual capacity installed), continued in the late 1990s and this acceleration in the pace of growth is to expand, with an additional 711 MWp in capacity installed. continuing at present. In 2009, global installed capacity stood at Conversely, Spain, the leading global player in 2008, was hit by 22,878 MWp, representing a growth rate of 45.9% compared with the effects of the fi nancial crisis and suffered a very signifi cant 2998 (source: EPIA). During 2009, the world’s largest producers of reduction in new installations during 2009. solar energy were Germany, Spain, the United States, Japan, Italy During 2009, three other European countries recorded strong and the Czech Republic, which together accounted for over 83.4% of growth in their installed capacity, namely the Czech Republic the global capacity generating electricity from solar energy. (+411 MWp), Belgium (+292 MWp), France and (+185 MWp). The United States, the world’s fourth-largest producer of solar This strong development in photovoltaic projects prompted several energy in 2009, has seen its solar photovoltaic market boom. In member states to lower the guaranteed feed-in tariffs for solar 2009, its installed capacity grew by 477 MWp to reach 1,650 MWp photovoltaic-generated electricity (e.g. Germany, Spain, France at year-end 2009 (source: EPIA). and Italy) or to prevent a disorderly boom (cap of around 450 MWp For several years, the United States government has pursued a on capacity authorised p.a. during 2011 in Spain). A detailed policy of actively supporting renewable energies (including solar description of the national regulations on feed-in tariffs is presented energy) notably through tax incentives, such as the Investment in section 6.7.3 of this registration document. Tax Credit granting tax credits for investment in the solar energy In Europe, the Group is present in the solar photovoltaic segment sector. This system was extended through to 2016 by the Energy in France, Italy, Greece and Spain. A description of each of these Improvement and Extension Act of 2008. markets is provided in section 6.5 of this document.

Solar photovoltaic in Europe Outlook The solar photovoltaic market in Europe has enjoyed very strong The following chart shows growth projections for global aggregate growth over the past decade, expanding from 90 MWp in installed solar photovoltaic capacity (MWp) out to 2020: capacity in 1998 to around 15,950 MWp by year-end 2009. The CAGR in capacity has been very brisk indeed. The photovoltaic 180,000 segment has notably been boosted by the impetus provided by 160,000 the pan-European goals stated in the 2001/77/EC and 2009/28/EC 140,000 directives on renewable energies. 120,000 100,000 During 2009, 5,600 MWp in solar photovoltaic capacity was installed 80,000 in Europe. The European market has confi rmed its dynamism and 60,000 set a new record for the number of photovoltaic installations, 40,000 accounting for over 76.5% of the photovoltaic market in 2009. 20,000

Germany is currently the world’s largest market. With an additional 0

3,806 MWp in capacity installed, it thus accounted for 52% of the 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 worldwide photovoltaic market and 68% of the European Union market. Italy, which ranked second in the global solar energy Source: Emerging Energy Research/EPIA.

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According to Emerging Energy Research, the rapid growth observed totalling 3,646 MWp in solar photovoltaic capacity, including over the past few years is expected to continue, with the total solar 162.6 MWp under construction. photovoltaic capacity installed annually around the world adding In Europe, the Group’s principal competitors include developers of up to more than 20,000 MWp out to 2020 and thus lifting global photovoltaic projects (primarily German operators), wind energy installed capacity to over 160,000 MWp by around 2020. Growth developers that have decided to move into the solar photovoltaic is likely to be particularly strong in the European Union, North segment and established electricity producers and/or distributors, America and China. The European Union’s share is forecast to reach such as Enel of Italy and Acciona of Spain. What’s more, the Group’s 65% in 2020. principal rivals include local players Poweo, Séchilienne-Sidec and Solaire Direct, a partner of Caisse des Dépôts et Consignations in Principal players and competitive position France, and PPC Renewables in Greece, a subsidiary of national in the solar photovoltaic segment electricity company PPC (Public Power Corporation). In North America, the Group’s principal competitors are US groups The Group believes that it ranks among the leading renewable SunEdison, SunPower and MMA Renewable Ventures, as well as energies players with the most ambitious goals in the photovoltaic Optisolar of Canada. segment, since it has set a target of at least 500 MWp in capacity for its own account by year-end 2012 (see Chapter 12 of this registration The move by established electricity companies and fi nancial document). At 31 December 2010, the Group had a project portfolio investors into the solar photovoltaic segment is notably attributable to the attractive growth prospects and active public support for the industry.

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

Feasibility 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 power plant

Permit applications (notably building permit) Testing

Commissioning

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Feasibility studies The photovoltaic power plant plan then moves onto the construction phase, which generally takes around three to six months, subject to Before a photovoltaic power plant can be built, feasibility and the grid connection timetable, which may vary from one geographical insolation studies are conducted over a period of a month on average region to another. This phase begins with authorisation to proceed to assess the existing constraints and potential at the envisaged by the Group’s investment committee and by the Board of Directors site, notably any easements covering the land, constraints regarding and exercise of the option to lease secured during the origination/ connection to the local power grid and various environmental development phase. constraints, in particular those covering the fauna and fl ora. Financing also needs to be arranged at the same time for the power Average annual insolation at the envisaged site is the most plant. Financing is generally obtained in the form of limited or no important selection criterion because it determines the future recourse project fi nance. Negotiations with the lending banks photovoltaic power plant’s potential output. The annual revenues establish the proportion of equity to be contributed to the vehicle, per MWp generated by a facility may vary signifi cantly according the detailed terms and conditions of the debt to be arranged (see to insolation across the geographical regions in which the Group section 4.4.3 of this registration document). Given the modest size is present. of each project, a portfolio of several projects is generally built so The Group’s teams of developers opt in priority for sites on fl at that the corresponding fi nancing can be arranged. To this end, the terrain of limited agricultural value (preferably wasteland or Group entered into a preliminary agreement with the European a disused industrial site) with a minimum surface area of 8 to Investment Bank (EIB) during 2009 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. The total amount allocated by In particular, the Group endeavours to restrict the agricultural space the EIB stands at €500 million. In April 2010, the Group signed a EIB it occupies and to reduce the visual impact of its facilities on the framework agreement covering the French part of the programme. landscape (see section 6.8 of this registration document). Aside from the development costs in the strict sense of the term, the In addition, although a public hearing is not always formally capital cost of a photovoltaic project includes various components. required by the local authorities, the Group organises at its own This predominantly comprises the cost of photovoltaic panels and initiative public meetings to inform people living nearby and local the balance of the system, which consists of the delivery of the elected offi cials and to foster public acceptance of the solar power various technical components, such as support structures for the plant plan. panels, electrical cabling, electronic power systems (inverters) Aside from these physical criteria, the existence of a supportive delivering alternating current from a direct current power source, electricity feed-in tariff set by the public authorities also plays a key the substation and all the related installation costs. role in determining the location of power plants (see section 6.7 of The Group selects suppliers on the basis of the quality of their this registration document). products, delivery times and fi nancial terms and conditions. In some cases, the Group forges special partnerships with certain Securing the land and obtaining licences and building suppliers, such as those agreed with certain photovoltaic panel permit manufacturers and with German inverter producer SMA Technologie AG, one of the key players in this market (see Chapter 22 of this The development of a photovoltaic power plant starts with moves registration document). 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 corrective 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 The principal stages in the construction of a roof array photovoltaic Connecting the power plant to the public grid power plant are similar to those for a ground-based facility. On and construction average, they take 12 to 18 months to complete. In parallel to these administrative formalities, the Group requests First of all, the Group conducts the search for an adequate south- quotes for connection to the local electricity transmission and facing site, taking into account the slope of the roof, any possible distribution grids (such as those operated by ERDF or RTE in shade that may hide the path of the sun and the solidity of the France or by the leading utilities in the United States) and reviews building structure. The Group’s teams of developers opt in priority the technical and fi nancial proposals it receives. The Group then for roofs with a large surface area (such as plant or supermarket signs a connection and operating agreement with the electricity roofs). distributor or transmission operator outlining the terms of the 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 façade, 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 2010, the Group holds a portfolio of photovoltaic replacement building materials for the roof in the strict sense of the facility projects under development of 3,646 MWp, of which term. 162.6 MWp is under construction, 99 MWp has been authorised and 3,384 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, segment is approaching its theoretical maximum potential in with electricity generation running at close to 3,214 TWh in 2009 industrialised countries. Installed capacity in the small hydro energy (source: 12th inventory, Worldwide generation of electricity from segment has barely evolved in recent years because new projects renewable sources, 2010, 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 10MW, to large hydro facilities with output of up to several rehabilitating small hydro plants and increasing their power output gigawatts. In 2009, small hydro generated output of 42.2 TWh in and yield, as more than two-thirds of current facilities have been Europe. In addition, net capacity increased by 259.2MW compared in service for over 40 years. In Europe, the future and the potential with 2008 to reach a total of 12,742.7MW (source: State of renewable of the segment will depend on strong political determination to energies in Europe, Tenth report, EurObserv’ER, 2010). overcome administrative barriers to create a favourable regulatory environment for hydro. Despite its potential, hydro energy has the slowest growth of any of the renewable sources of electricity. The large hydro energy

The following table shows the volume of hydro power produced in 2009 in the countries with the most signifi cant installed capacity:

Country 2009 generation (TWh) Share of worldwide generation

China 565.9 17.6% Brazil 386.2 12.0% Canada 367.0 11.4% United States 297.6 9.3% Russia 170.2 5.3% Norway 127.1 4.0% India 106.9 3.3% Venezuela 86.2 2.7% Japan 82.5 2.6% Sweden 66.8 2.1% Rest of the world 975.5 29.8% WORLD 3,213.9 100.0%

Source: 12th inventory, Worldwide generation of electricity from renewable sources, 2010, EurObserv’ER).

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In the European small hydro segment, Italy was the leading European (see section 6.5.3 of this registration document). This segment player in 2009, with 2,588MW in installed capacity. France was is experiencing only modest growth in France and, in the Group’s ranked second with 2,082MW in installed capacity (source: State of view, is unlikely to expand signifi cantly. In Bulgaria, the market is renewable energies in Europe, Tenth report, EurObserv’ER, 2010). maturing, and further development will depend in particular on the regulatory environment stabilising in that country. The Group is active both in the small hydro segment in France and Bulgaria, and in the large hydro segment in Bulgaria

6.4.4 BIOGAS

Appealing from an environmental and energy production 2008 (source: State of renewable energies in Europe, Tenth report, perspective, biogas is attracting interest from more and more EU EurObserv’ER, 2010). The Group moved into this segment in Europe countries, which are developing ways of harnessing it geared to during 2007 by acquiring a majority shareholding in Verdesis. their potential. During 2009, biogas production in Europe came In addition, the Group strengthened its presence in this market to nearly 8.3 million tonnes of oil equivalent, up 4.3% compared during 2010 by establishing a position in the United States through with 2008. Electricity is the principal output from the recovery of the acquisition of Beacon Landfi ll Gas Holding, a US specialist biogas energy, accounting for 25.2 TWh in 2009 in the European in biogas installations (see section 6.5.4 of this registration Union, representing an increase of 17.5% by comparison with document).

6.4.5 BIOMASS: A STILL DEVELOPING SEGMENT

Biomass technology makes it possible to generate electricity using applications. It is of particular interest for energy extraction because plant matter from agriculture or forestry (in addition to other ways it overcomes certain constraints associated with solid fuels and can of harnessing biomass, including burning it for heat and using it attain higher yields, particularly in low-power facilities. Gasifi cation to produce biofuels). Biomass resources are diverse. They include techniques that promise higher performance are in the initial wood, agricultural by-products (such as grape pulp, residue of testing stage, and small-scale gasifi cation units of a few megawatts pressed olives and residue from sugar cane), traditional agricultural are currently being operated as demonstration plants. produce (such as tomato residue) and organic household and farm During 2009, the generation of primary energy from solid biomass waste. The key factor for the development of the biomass segment (wood, waste timber and other solid plant and animal waste) came is the renewable nature of the plant matter, since this means that to 72.8 million tonnes of oil-equivalent (m toe) in Europe, i.e. growth there is no short- or long-term risk of shortages. The decision on of 3.6% compared with 2008. The increase was twice the size of whether to set up a biomass plant must take into account the raw that between 2008 and 2009 (rise of 1.5m toe). This rise, which was materials supply chain, and in particular the proximity, cost and achieved amid tough economic conditions, was attributable to the quality of the relevant materials. determination shown in numerous countries to harness this energy Biomass combustion is a technology for producing electricity to achieve their EU objectives (source: Barometer of solid biomass, that achieves an optimum yield when used in cogeneration, i.e. Solar Systems, December 2010, EurObserv’ER). for simultaneous generation of heat and electricity. In addition By 2020, according to the national renewable energies plans sent by to combustion, another technology that is used with biomass is Member states to the European Commission (21 out of 27 countries) gasifi cation. Gasifi cation consists of the thermal decomposition by 1 October 2010, electricity generated from biomass is expected of solid materials in the presence of a reactive gas (such as air) to to total close to 131 TWh (source: Barometer of solid biomass, Solar obtain a gaseous fuel. This technology offers a very wide scope of Systems, December 2010, EurObserv’ER).

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The following table shows the principal countries generating electricity from biomass in 2008 and 2009 (in TWh):

Country 2008 generation (TWh) 2009 generation (TWh) Germany 11,293 11,356 France(1) 1,408 1,279 Sweden 8,932 10,057 Finland 10,057 8,387 Poland 3,200 4,907 Spain 1,888 2,139 Austria 3,330 3,321 Romania 34 60 Portugal 1,501 1,713 Czech Republic 1,171 1,396 Italy 2,746 2,828 Latvia 54 Denmark 1,803 1,963 Hungary 1,876 2,238 TOTAL EUROPEAN UNION 57,891 62,186

(1) Excluding French overseas departments. Source: Barometer of solid biomass, Solar Systems, December 2010, EurObserv’ER.

The Group is active in the biomass segment in Spain, where it has a 26MW facility (use of olive pulp) (see section 6.5.5 of this registration document).

6.4.6 COGENERATION USING FOSSIL FUELS

Cogeneration consists of a set of generation techniques delivering Cogeneration is one of the Group’s original business activities thermal energy and mechanical energy simultaneously, with the conducted solely in France, and it is progressively withdrawing from latter generally being used to generate electricity by means of an this segment. The Group’s cogeneration installed capacity stood at alternator. The size of these systems varies, from several tens of 19.2MW at 31 December 2010 (see section 6.5.6 of this registration kilowatts to several hundred megawatts of power. document).

6.4.7 DISTRIBUTED RENEWABLE ENERGIES

Distributed renewable energy systems combine renewable building to provide space heating or hot water. These effi cient energies with energy control in buildings. This business activity systems consume several times less electrical energy than the is experiencing very substantial growth owing to the rising cost of heat energy they provide; the fossil fuels needed to heat water and buildings, government ➤ wood space heaters: space heaters, inserts and closed-chamber incentives to keep energy consumption under control and the fi replaces are installations that can be used to heat air or supply development of more effective technologies. heat to a central heating system; they burn wood in the form of The technologies considered for this purpose are as follows: logs or granules; and

➤ distributed solar photovoltaic: solar photovoltaic panels on ➤ solar thermal: water heated using the sun’s radiation in the roof or façade of buildings produce electricity sold to the heat- exchange panels on the roof of the building or on the ground electricity grid; is used to produce sanitary hot water in a fl exible hot water tank

➤ heat pumps: these are thermodynamic systems that “pump” and/or to heat the building by circulating it through an underfl oor free calories from the surrounding air, water or ground into the heating system.

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At present, the market for these renewable energies solutions is following table shows trends forecast in the photovoltaic market for growing rapidly, but still relatively compartmentalised between the new and existing buildings between 2009 and 2020: various sub-segments. Power (in MWp) Since 2008, the Group has actively built up its presence in the 14,000 distributed renewable energies sector in France together with 12,000 EDF, targeting distributed solar photovoltaic as a priority (see 10,000 section 6.5.7 of this registration document). 8,000 Distributed photovoltaic, which can deliver a substantial improvement in the energy effi ciency of buildings, was made a 6,000 priority at the Grenelle environmental summit in France. Against 4,000 this backdrop, according to Enerplan (French solar energy trade 2,000 association), the photovoltaic market in mainland France could grow 0 to a total of 13.4 GWp by year-end 2020 in the construction sector 2009 2010 2011 20122013 2014 2015 2016 2017 2018 2019 2020 alone (combining the potential for new and existing buildings). The Runing total Total

Source: Enerplan.

6.4.8 BIOFUELS

The biofuels segment has two main sub-segments, namely in 2009, trailing behind biodiesel (79.5%) and ahead of other bioethanol and biodiesel. Bioethanol is produced by fermenting the biofuels (1.2%, vegetable oil and biogas). Between 2008 and sugar produced from cereal crops, sugar cane or beet. Biodiesel is 2009, bioethanol consumption increased by 30%, while biodiesel produced from oleaginous plants, such as soy, colza or sunfl owers. consumption jumped by 20%. Contrary to the trend seen in previous years, growth in bioethanol consumption was more rapid than in The biofuels market is currently enjoying strong expansion. For biodiesel consumption. instance, consumption in the European Union went up from just under 3 million toe (tonnes of oil equivalent) in 2005 to close to France was again the second-largest consumer of biofuels in 12 million toe in 2009. At year-end 2009, biofuels accounted for Europe during 2009. Its consumption grew by more than 10% around 4% of total fuel consumption in the transportation sector, a between 2008 and 2009, albeit a slower rate than between 2007 fi gure that remains well below the target laid down in the European and 2008, with biodiesel and bioethanol accounting for 82% and biofuels directive of 5.75% in 2010. Growth between 2008 and 2009 18% respectively. This increase was primarily attributable to strong reached 18.4%, which was slower than that recorded between 2007 political determination to expand the sector (source: State of and 2008 (30.7%) (source: State of renewable energies in Europe, renewable energies in Europe, Tenth report, EurObserv’ER, 2010). Tenth report, EurObserv’ER, 2010). During 2007, the Group established a position in the biofuels sector Bioethanol accounted for 19.3% of the energy content of biofuels by acquiring a shareholding in one of the principal ethanol players dedicated to the transportation sector within the European Union (see section 6.5.8 of this registration document).

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6.5 Description of the Group’s principal business activities

EDF Energies Nouvelles operates in the renewable energies market, presence in the distributed renewable energies sector, chiefl y in with a particular emphasis on green electricity generation. Although distributed solar photovoltaic energy. wind energy has been the traditional focus of its development and At 31 December 2010, the Group possessed installed capacity of solar photovoltaic recently became its second expansion priority, 3,422.6MW, of which 2,663.2MW was owned by the Group. It also the Group is also present to varying degrees in other segments of has a portfolio of projects under development representing over the renewable energies market, principally small hydro, biogas, 18,300MW in total capacity, including 1,089.1MW (672.0MW of biomass, biofuels and marine energies. The Group also operates a which are due to be held for its own account) under construction. longstanding business in the fossil fuel cogeneration sector, but it is progressively withdrawing from this sector. The Group is present During 2010, the Group’s installed capacity increased by 477.2MW, in Europe, notably in France, Italy, the United Kingdom, Portugal, representing an increase of 16.2% compared with 2009. In addition, Greece, Bulgaria, Spain, Turkey, Germany and Belgium, as well as in the capacity held for its own account moved up by 18% to 406.2MW. North America (United States, Canada and Mexico) and India. Aside from its electricity generation activities, the Group is also active in the Development and sale of structured assets, which consists in developing and building wind and solar energy projects for third parties. Lastly, together with EDF, it is developing its

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 2010 is shown in the (excluding power plants sold) at 31 December 2010 is shown in the following chart: following chart:

1.6% Biogas 0.6% 85.4% 14.6% Cogeneration Wind 29.7% France North America 0.8% Biomass 3.8% 55.7% Hydro Rest of Europe 7.8% Solar

6.5.1 WIND

Wind energy is the Group’s principal activity, accounting for 76.1% increase of 10.3% compared with 2009 or a rise of 214.1MW in net of its electricity sales in 2010 and 85% of its total installed capacity capacity, representing a rise of 10.5% compared with 2009. at 31 December 2010. At this date, the Group possessed 2,922.9MW in installed wind energy capacity (including 2,246.7MW for its own account). In addition, it had a development pipeline of wind energy 6.5.1.1 Europe projects representing total capacity of close to 14,702MW, including In Europe, the Group is present in eight countries, primarily in France 918.0MW under construction (564.1MW of which is due to be held and southern Europe (Portugal, Italy, Greece, Turkey), but also in for its own account). the United Kingdom, Germany and Belgium. At 31 December 2010, During 2010, the Group commissioned an additional 272.9MW the Group’s wind farms in Europe accounted for 64.8% of its total in gross capacity (excluding facilities sold in connection with the installed wind energy capacity. Development and Sale of Structured Assets), representing an

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(a) France and geographic location. EDF EN France is backed up by teams of experienced engineers, some of whom are assigned to regional France is the Group’s original market where it installed its fi rst wind units, notably Béziers in the Hérault department, Toulouse in the turbines in 1999. Between 2000 and 2010, the Group’s total installed Haute-Garonne department and Aix-en-Provence in the Bouches- wind energy capacity in France increased from 2.4MW to 389.1MW. du-Rhône department). With 389.1MW in installed capacity at 31 December 2010 (355.4MW The Group also owns a regional maintenance hub in the Eure- et- Loir for its own account), wind energy represented around 77% the department at Fresnay l’Évêque, which also serves as a maintenance Group’s total electricity generation capacity in France. In addition, base for Reetec (see section 6.5.11 of this registration document), as the Group developed and built wind farms with 122.2MW in total well as a European operations and maintenance base at Colombiers capacity in connection with its Development and Sale of Structured (Hérault department). Assets business (see section 6.5.10 of this registration document). EDF Energies Nouvelles’ wind energy activities in France are Recent developments conducted by EDF EN France, a wholly-owned subsidiary. EDF EN During 2010, the Group commissioned the Corbières Méditerranée France develops, builds and operates wind farms for its own account. wind farm (Aude department), which has 20.7MW in installed Its current portfolio of wind farms in service or under construction is capacity and is equipped with nine 2.3MW turbines. highly diversifi ed in terms of both size (between 1.5MW and 87MW)

At 31 December 2010, the Group’s portfolio of wind farms in service in France was as follows:

Capacity Ownership Facility (in MW) In-service 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 June 2008 100% Salles-Curan (Aveyron) 60.0 November 2008 100% Puech Nègre (Aveyron) 9.0 November 2008 100% Cabreirens Calcigas (Aveyron) 18.0 November 2008 5% 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% Bonneval (Eure et Loir) 24.0 August 2009 100% Veulettes (Seine Maritime) 8.0 September 2009 51% 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% Corbières Méditerranée (Aude) 20.7 December 2010 100% TOTAL 389.1 N.A. N.A. TOTAL – GROUP SHARE 355.4 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 has to be exercised in 2012.

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At 31 December 2010, the Group had a portfolio of 1,395MW (b) Portugal in projects under development. In addition, it worked on the Through its wholly-owned subsidiary EDF EN Portugal, the Group construction of the 23MW Fraisse sur Agout facility in the Hérault ranked fi fth in the installed capacity league table, with market share department, which is due to be commissioned in March 2012. of 7.35% at 31 December 2010 (source: Inegi-Energia Eólica em In January 2011, EDF Energies Nouvelles and Alstom signed an Portugal study, December 2010). The Group is run by a management exclusive agreement to respond jointly to the call for tenders that the team with extensive experience in the renewable energies sector led French government plans to launch in the offshore wind segment (an by Carlos Pimenta, a former Portuguese Secretary of State for the initial call for tenders for 3,000MW in capacity is due to be launched Environment and former MEP. Between 2005 and 2009, the Group in May 2011). The agreement covers the future construction of built and commissioned close to 460MW in capacity in central and offshore wind farms developed by EDF Energies Nouvelles and its northern Portugal. It is now focusing on operating its facilities in partners and equipped with offshore wind turbines manufactured this mature country in terms of wind energy development. by Alstom. This alliance is intended to help meet the French government’s objectives of installing 6,000MW in offshore wind energy capacity in France by 2020. Under the agreement, Alstom is to supply exclusively 6MW in offshore wind turbines employing the leading technologies available on the market from 2013 onwards.

At 31 December 2010, the Group’s portfolio of wind farms in service in Portugal was as follows:

Capacity Ownership Facility (in MW) In-service 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 2010, the Group had a portfolio of 190MW in projects under development in Portugal.

(c) Greece an option to purchase his shareholding, which may be exercised at any time. Present in Greece since 2004, the Group has conducted an active policy of acquisitions and partnerships with Greek companies, The Group also holds a 75% shareholding in Greek company including the national electricity company Public Power Corporation RETD, which has developed wind energy projects on behalf of (PPC), which has rapidly lifted it to second spot in the Greek EDF Energies Nouvelles since 2004, as well as solar energy projects. wind- generated electricity rankings. It has also set up a joint venture with PPC Renewables, 51%-owned by EDF Energies Nouvelles and 49%-owned by PPC Renewables, to During 2005, the Group purchased the wind energy activities build and operate new wind farms, including fi rst of all the Viotia of Greek group Ktistor, which have since been pooled into EEN 2 facility, which was contributed by the Group to the joint venture Hellas, a subsidiary of EDF Energies Nouvelles based in Athens. and entered service in 2009. This partnership was strengthened EEN Hellas is still run by the longstanding manager of Ktistor’s through an agreement signed in December 2010 with PPC notably wind energy business, namely Georges Fakidis, who also owns a covering the development of several major wind farms in the Florina 25% interest in EEN Hellas’ share capital. EDF Energies Nouvelles region and hybrid wind/hydro projects in Crete. and Mr Fakidis entered into a shareholders’ agreement, pursuant to which Mr Fakidis holds an option to sell his shareholding from 20 October 2010 onwards. After 20 October 2013, this option may be exercised unconditionally. In return, EDF Energies Nouvelles holds

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Recent developments During 2010, the Group commissioned the Skopies wind farm, which In 2010, the Group was the leading player in the Greek wind energy has 18MW in installed capacity in Beotia, north-west of Athens, as market in terms of installed capacity (source: Hellenic Wind Energy well as the Fokida II and Fokida III facilities, both of which have Association). 23MW in capacity and are located in central Greece.

At 31 December 2010, the Group’s portfolio of wind farms in service in Greece was as follows:

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

Didimon (Peloponnese) 36.0 January 2006 100% Rovas (Crete) 9.4 March 2006 100% 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 100% Viotia 2 (Beotia) 38.0 September 2009 52.2% Skopies (Central Greece) 18.0 March 2010 100% Fokida 2 (Central Greece) 23.0 September 2010 97.8% Fokida 3 (Central Greece) 23.0 December 2010 97.8% TOTAL 251.4 N.A. N.A. TOTAL – GROUP SHARE 232.1 N.A. N.A.

(1) 8MW was commissioned in March 2008.

At 31 December 2010, the Group had a portfolio of 1,308MW in projects under development in Greece, including 112.6MW under construction. The wind farms under construction were as follows:

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

Mousouron (Crete) 2.6 2nd quarter 2011 50% Trikorfo (Central Greece) 24.0 2nd quarter 2011 100% Melissi (Boetia) 36.0 4th quarter 2011 100% Lefkes (Peloponnese) 30.0 2nd quarter 2012 100% Belecheri (Peloponnese) 20.0 4th quarter 2012 100% TOTAL 112.6 N.A. N.A. TOTAL – GROUP SHARE 111.2 N.A. N.A.

(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 2010, the Group commissioned over 190MW in facilities in the United Kingdom. Recent developments During 2010, the Group commissioned the Burnfoot Hill and Since 2008, the Group has been working with EDF Energy, EDF’s UK Rusholme wind farms in Scotland, which have 26MW and 24MW in subsidiary that is now the leading electricity distributor in the capacity respectively. These projects were developed and built by United Kingdom, via a joint venture called EDF Energy Renewables. EDF Energy Renewables. EDF Energy Renewables is jointly owned by EDF Energies Nouvelles (50%) and by EDF Energy (50%). EDF Energies Nouvelles provides The Group also began the construction of the 62MW Teesside offshore wind farm off the coast of north-east England.

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The Group’s portfolio of wind farms in service in the United Kingdom at 31 December 2010 was thus as follows:

Capacity Ownership Facility (in MW) In-service 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 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% Rusholme (Yorkshire) 24.0 June 2010 50% Burnfoot Hill (Scotland) 26.0 September 2010 50% TOTAL 227.2 N.A. N.A. TOTAL – GROUP SHARE 163.2 N.A. N.A.

At 31 December 2010, the Group also possesses in the United Kingdom a pipeline of projects under development representing 1,104MW in capacity, including 144MW authorised for the Fallago wind farm in Scotland and 68.5MW under construction. At 31 December 2010, the wind farms under construction were as follows:

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

Fairfi eld (Cumbria) 6.5 1st quarter 2011 50% Teesside (North-eastern England) 62.0 4th quarter 2012 50% TOTAL 68.5 N.A. N.A. TOTAL – GROUP SHARE 34.3 N.A. N.A.

The 6.5MW Fairfi eld facility was commissioned during the fi rst quarter of 2011.

(e) Italy Recent developments EDF Energies Nouvelles has been present in Italy since 2001 via its In 2009, the Group entered into an agreement with Danish company subsidiary EDF EN Italia, under the leadership of Armando Manca di Greentech Energy Systems A/S, a European wind farm developer. Villahermosa, who is a specialist in independent power production. This deal covers the acquisition of a 50% interest in the Monte The development of the Group’s portfolio, which was conducted Grighine wind energy project in Italy and a long-term partnership. until 2008 together with a local operator, is now being pursued by The Monte Grighine wind farm, which was developed by Greentech the Group on its own. in Sardinia and commissioned during June 2010, is Italy’s largest wind farm, with 43 turbines representing 98.9MW in total installed capacity. It is owned jointly by EDF EN Italia and Greentech.

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At 31 December 2010, the Group’s portfolio of wind farms in service in Italy was as follows:

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

Nurri (Sardinia) 22.1 November 2004 50% Andretta Bisaccia (Campania) 70.0 July 2005 50% Sant’Agata (Puglia) 72.0 March 2007 50% Campidano (Sardinia) 70.0 November 2008 50% Minervino (Puglia) 32.0 June 2009 50% Monte Grighine (Sardinia) 98.9 December 2009 – June 2010 50% TOTAL 365.0 N.A. N.A. TOTAL – GROUP SHARE 182.5 N.A. N.A.

At 31 December 2010, the Group had a portfolio of 558MW in projects under development in Italy, including 122MW under construction. The wind farms under construction were as follows:

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

Bonorva (Sardinia) 74.0 4th quarter 2011 100% Vallata (Campania) 48.0 2nd quarter 2012 50% TOTAL 122.0 N.A. N.A. TOTAL – GROUP SHARE 98.0 N.A. N.A.

(f) Turkey Polat Enerji owns three wind farms with 128.2MW in total capacity (Burgaz, Sayalar and Soma I) and two facilities with 91.2MW in total In 2008, EDF Energies Nouvelles holds a 50% interest in the share capacity under construction (Seyitali and Soma II). The Burgaz, capital of Polat Enerji, one of the principal wind energy developers Sayalar and Seyitali facilities are 50%-owned by the Group, with the in Turkey. other half of the capital held by a local business. This move enabled the Group to establish a position in the Turkish market by teaming up with a well-known and experienced local Recent developments partner with a solid industrial presence, as well as extensive In September 2010, Polat Enerji completed the commissioning of knowledge of the regulatory environment. At 31 December 2010, the Soma I wind farm in Manisa province. With 79.2MW in installed Turkey had 1,200MW in installed capacity (source: EMRA/Electricity capacity and equipped with 88 turbines, it represents one of the Market Regulatory Authority). The country possess highly largest wind farms in service in Turkey. favourable conditions for wind energy.

At 31 December 2010, Polat Enerji’s portfolio of wind farms in service in Turkey was as follows:

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

Burgaz (Dardannelles) 14.8 September 2007 25.0% Sayalar (Manisa) 34.2 July 2008 25.0% December 2009 - Soma I (Manisa) 79.2 September 2010 50.0% TOTAL 128.2 N.A. N.A. TOTAL – GROUP SHARE 51.9 N.A. N.A.

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At 31 December 2010, Polat Enerji’s portfolio of projects under development was 226MW, including 91.2MW under construction. The wind farms under construction were as follows:

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

Seyitali (Izmir) 30.0 3rd quarter 2011 25.0% Soma II (Manisa) 61.2 1st quarter 2012 50.0% TOTAL 91.2 N.A. N.A. TOTAL – GROUP SHARE 38.1 N.A. N.A.

(g) Belgium This project gives EDF Energies Nouvelles an opportunity to participate in one of the largest offshore wind energy projects in EDF Energies Nouvelles has been involved since 2003 in the Europe and to acquire know-how that could be applied to the construction of an offshore wind farm of 60 turbines in the North development of other offshore projects in Europe, notably as part Sea as part of the Thornton Bank project developed by the C-Power of the invitation to tender for projects that the French government consortium. The Group now owns an 18.3% interest in C-Power plans to launch in offshore wind energy (see section 6.5.1.1(a) of alongside Belgian quasi-governmental companies (Socofe, Ecotech this registration document). and Interelectra), Dredging International, a specialist in maritime construction, and electricity group RWE, to which the Group sold 2.5% of the capital in 2009. (h) Germany The Group has been present in Germany since 2002 through its This wind farm, which is due to be built in several tranches, will have wholly-owned subsidiary enXco GmbH. Incorporated in 1995, it total capacity of 325MW and is located 30 kilometres off the Belgian became part of the Group through the enXco acquisition. enXco coast in waters 12 to 25 meters deep. Once all the tranches are in GmbH currently owns two wind farms with capacity totalling 7.6MW, service, the plant will produce an estimated 1 TWh of electricity including the 4.6MW Habscheid III wind farm commissioned during annually. It will be one of the largest offshore wind farms in Europe. 2010 in the Rhineland-Palatinate. In addition, enXco GmbH operates By 31 December 2010, the fi rst six wind turbines, with capacity and maintains several wind farms, with a total capacity of 70.9MW. totalling 30MW, had been commissioned. Construction of the remainder of the wind farm is due to take place out to 2013. In 2010, the Group started up the project’s production phase, with the launch of construction of tranches II and III of the wind farm (295MW).

At 31 December 2010, the Group’s portfolio of wind farms in service in Germany was as follows:

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

Kröpelin (Mecklenburg-Western Pomerania) 3.0 January 2002 100% Habscheid III (Rhineland-Palatinate) 4.6 December 2010 100% TOTAL 7.6 N.A. N.A. TOTAL – GROUP SHARE 7.6 N.A. N.A.

(i) Other shareholdings operation and maintenance. It is currently the largest player in the Indian market in this sector, excluding turbine manufacturers. India The Group has been present in India since 2002 through a 6.5.1.2 partnership with Batliboi, a family-owned Indian company North America specialised in engineering and industrial equipment. Batliboi In addition to Europe, the Group is established in North America, enXco Ltd, a joint venture in which EDF Energies Nouvelles holds a with strong positions in the United States via its enXco subsidiary. 50% shareholding, was formed in 1996 by enXco and Batliboi and At 31 December 2010, wind farms in North America (located in the became part of the Group in 2002 when EDF Energies Nouvelles United States and Mexico) accounted for 35.2% of the Group’s total acquired enXco. The rincipal business activity of Batliboi enXco Ltd, installed wind energy capacity. which had 445 employees at 31 December 2010, is wind turbine

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(a) United States enXco’s expertise in operations & maintenance services helps it to optimise and safeguard the long-term future of its production A major player in the US wind energy industry assets. This business, which is carried out on behalf of third parties, EDF Energies Nouvelles operates in the United States through enXco, is a source of additional recurring income. It generates medium- term a California-based company acquired in 2002. This acquisition contracts and helps to provide a complete service - from the enabled the Group to reach critical mass in the US market and development to the management of wind farms - to US electricity provided the benefi t of enXco’s reputation and strengths. enXco, companies wishing to own their power-generating facilities. which was founded almost 25 years ago, boasts a leading position During 2010, enXco signed six O&M agreements (including two across the entire wind energy value chain, including the development, renewals) covering turbines representing over 445MW in total construction, investment and operations & maintenance services capacity. for third parties, as well as Development and Sale of Structured Assets activities (see section 6.5.10 of the registration document). Future plans for the development business and reinforcement of the investment business enXco’s positions are concentrated in California, the Midwest (Minnesota, Indiana) and the North West (Oregon, Washington In addition to its historical operations and maintenance business, state). At 31 December 2010, the wind farms owned by enXco had a enXco is a major player in the development business, in line with total installed capacity of 961.1MW. EDF Energies Nouvelles’ strategic and profi tability objectives. enXco has laid the foundations for an ambitious development strategy A signifi cant and broadly favourable regulatory built on a balanced presence in three segments of the market: environment the development and ownership of facilities, development and With the inauguration of the new administration and the adoption construction of facilities for third parties (Development and Sale in February 2009 of the American Recovery and Reinvestment Act of Structured Assets business) and the operation & maintenance (ARRA), wind energy has received even stronger support from the of facilities. This strategy ensures that it is suffi ciently fl exible government. Aside from the renewal until 2012 of the Production Tax and responsive to meet the diverse needs of different states and Credit, which provides a system of income tax credits in proportion participants in the wind energy market. to the quantity of wind energy produced, the ARRA has authorised wind energy developers possibly qualifying for the PTC to opt for Recent developments the Investment Tax Credit (ITC). Under the ITC regime, which was In April 2010, enXco signed a power purchase agreement with US previously available only for solar energy projects, investments in utility company San Diego Gas & Electricity. This 20-year power wind energy projects can qualify for tax savings representing up purchase agreement covers the electricity to be generated by the to 30% of the cost of the relevant investments. Lastly, the ARRA future Pacifi c Wind I wind farm, which will have 140MW in capacity. also allows wind energy developers to opt for payment of the ITC The wind farm in California is due to enter service in early 2012. in cash where the construction of the facilities began before 2011. In May 2010, enXco and US utility Indianapolis Power & Light (IPL) The Hoosier (Indiana) wind farm, which has 106MW in capacity and reached an agreement to resume work on the 205.5MW Lakefi eld was commissioned in 2009, was eligible for this regime, as were wind farm project. IPL and enXco agreed to apply the contract as it several smaller solar power plants in New Jersey. was originally signed, with a revised commissioning date during the Aside from these federal support measures, certain states have second half of 2011. taken measures locally to promote the development of renewable The Lakefi eld wind farm, which is under construction in energies. The most signifi cant of these measures are the mandatory south- western Minnesota, is the second project between the two renewable energy quotas for utilities known as Renewable Portfolio companies, following on from the Hoosier wind farm in Indiana, Standards (“RPS”). By year-end 2010, more than 30 states, plus the which provides IPL with approximately 2% of its consumer sales. District of Columbia, had introduced RPSs, while other states were In October 2010, enXco signed a 20-year power purchase agreement, arranging or planning to implement such standards. with the Pacifi c Gas and Electric Company (PG&E) in the United Importance of the third-party operations & maintenance States. This latest contract covers the generation of electricity at business the future Shiloh III wind farm in California. This 100MW wind farm enXco is the number one player in third-party operations is due to be commissioned in late 2011/early 2012. and maintenance services in the US wind energy sector. At 31 December 2010, enXco operated and maintained wind farms with capacity totalling over 4,800MW in the United States, or more than 5,300 turbines.

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At 31 December 2010, the Group’s portfolio of wind farms in service in the United States was as follows:

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

Patterson Pass (California) 20.9 March 1985 100.0% DifWind 1 (California) 7.3 December 1985 99.0% DifWind 2 (California) 5.4 December 1985 99.0% enXco 1 (California) 4.6 September 1986 100.0% DifWind 4 (California) 7.9 September 1986 99.0% DifWind 5 (California) 11.7 October 1986 99.0% DifWind 6 (California) 26.6 December 1986 99.0% DifWind 7 (California) 21.5 December 1986 99.0% DifWind 8 (California) 14.5 December 1986 99.5% DifWind 9 (California) 15.1 June 1987 100.0% enXco 4 (California) 18.4 December 1988 100.0% enXco 5 (California) 55.1 January 1990 100.0% Alta Mesa (California) 9.0 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) 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) 205.5 November 2007 100.0% Wapsi North (Minnesota) 100.5 December 2008 100.0% Shiloh 2 (California) 150.0 January 2009 100.0% Hoosier (Indiana) 106.0 November 2009 100.0% TOTAL 961.1 N.A. N.A. TOTAL – GROUP SHARE 878.1 N.A. N.A.

At 31 December 2010, the Group had a portfolio of projects under Hydroméga (20%) and constructor Renewable Energy Systems- RES development in the United States of 8,158MW (representing over (20%), was chosen by Hydro-Québec Distribution to build fi ve half the size of the Group’s overall portfolio of wind energy projects wind farms with a total of 954MW in capacity in Quebec. These fi ve under development), 205.5MW of which was under construction. facilities, with individual capacity of 74MW to 350MW and equipped with 2MW wind turbines, are due to enter service between late 2012 At 31 December 2010, enXco was in the process of building the and late 2015. 205.5MW Lakefi eld wind farm on behalf of Indiana Power & Light. It is scheduled to enter service during the second half of 2011. Saint Laurent Énergies has entered into 20-year power purchase agreements with Hydro-Québec Distribution covering the electricity On 1 April, Xcel Energy terminated the contract for the Merricourt generated by these facilities. Preliminary applications for building wind energy project (150MW in North Dakota), which is being permits were fi led, which should pave the way for construction of carried out as part of the Development and Sale of Structured the fi rst facilities to commence in 2011. Assets business. Following Hydroméga’s withdrawal from the consortium in Xcel Energy’s decision is based on a concern recently raised by the April 2010, which lifted EDF Energies Nouvelles’ interest to 70% and environmental protection authorities about the impact of the project that of Renewable Energy Systems (RES) to 30%, EDF EN Canada on bird species’ migration pattern. enXco continues to be actively acquired the 30% stake owned by RES in February 2011. Following working on these issues and considers the required answers have on from this transaction, the Group now has full ownership of been provided to Xcel Energy. For these reasons, enXco disputes the Saint-Laurent Energies and of all the associated projects under relevance and materiality of these concerns. development (representing a total of 1,003.2MW in capacity), (b) Canada including 954MW from the fi ve aforementioned facilities and two projects with total capacity of 49.2MW secured in 2010. In May 2008, the Saint Laurent Energies consortium, comprising EDF Energies Nouvelles (60%), Quebec-based electricity producer

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(c) Mexico The wind farm’s entire output is sold to the Wal-Mart group under a 15-year power purchase agreement. Clipper operates and EVM, the Mexican subsidiary of EDF Energies Nouvelles, owns the maintains turbines for the fi rst fi ve years, with enXco, the Group’s 67.5MW La Ventosa wind farm, the second and fi nal 30MW tranche US subsidiary, taking over after this period. Balance of plant of which was commissioned in March 2010. The facility is equipped maintenance works (civil engineering and electrical connection) are with 27 wind turbines, each with 2.5MW in unit capacity, provided performed by enXco. by US manufacturer Clipper Windpower.

6.5.2 SOLAR PHOTOVOLTAIC

Since 2008, the solar photovoltaic segment has been the Group’s 168.4 MWp held for its own account), accounting for over 75% of the second expansion priority. It set itself a target of possessing Group’s total installed solar photovoltaic capacity. In addition, at the net capacity for its own account of at least 500 MWp by 2012 same date, the Group had a portfolio of facilities under construction (see Chapter 12 of this registration document). in Europe with capacity totalling 90 MWp. Solar photovoltaic accounted for 9.2% of the Group’s electricity sales In Europe, the Group is present in the solar photovoltaic segment in 2010. At 31 December 2010, the Group had a photovoltaic power chiefl y in four countries, France, Italy, Spain and Greece. plant portfolio of over 3,646 MWp in projects under development, including 162.6 MWp under construction and 99 MWp authorised. France In addition, at the same date, the Group held installed capacity of At year-end 2010, France had installed capacity totalling close 267.1 MWp (233.2 MWp for its own account), triple the capacity to 1,025 MWp, i.e. almost triple its 2008 level (source: French held at 31 December 2009. During 2009, the Group commissioned environment, energy and sustainable development ministry). 186.2 MWp in additional gross capacity and 165MW in net capacity. In addition, in connection with the Grenelle Environmental Summit, the French renewable energies operating committee (Comop ENR) At 31 December 2010, net solar photovoltaic capacity in service or set a target in 2008 for France of 1,100 MWp in total installed under construction totalled 334.5 MWp, putting it well on track to capacity in the solar photovoltaic segment by 2012 (source: Comop meet the target of 500 MWp by 2012. ENR). Through its teams of developers and its partnerships, the Group is At 31 December 2010, the Group had ten photovoltaic facilities in currently expanding in ground- and roof-based solar photovoltaic service in France with capacity totalling 68.7 MWp. During 2010, the facilities in six principal countries, namely France, Italy, Spain, Group commissioned two tranches of the Gabardan ground-based Greece, the United States and Canada. facility (Landes, 24 MWp), as well as the ground-based power plants at Pierrefonds (3.5 MWp), Montendre (5.5 MWp) and Puyloubier (a) Europe (6.5 MWp). The Gabardan power plant includes a 2 MWp tranche At 31 December 2010, the Group had 79 power plants in service fi xed on trackers that follow the path of the sun. in Europe with installed capacity totalling 202.3 MWp (including

At 31 December 2010, the Group’s portfolio of photovoltaic facilities in service in France was as follows:

Capacity Ownership Facility (in MWp) In-service 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) 5.2 December 2009 100.0% Manosque (Alpes de Haute-Provence) 4.1 December 2009 100.0% Gabardan 1 (Landes) 12.0 June 2010 100.0% Gabardan 4 (Landes) 12.0 June 2010 100.0% Gabardan trackers (Landes) 2.0 June 2010 100.0% Pierrefonds (Reunion Island) 3.5 December 2010 100.0% Montendre (Charente-Maritime) 5.5 December 2010 100.0% Puyloubier (Bouches-du-Rhône) 6.5 November 2010 100.0% ENR (1) 1.6 n.a. 100.0% TOTAL 70.2 N.A. N.A. TOTAL – GROUP SHARE 69.4 N.A. N.A.

(1) Distributed energies installations.

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At 31 December 2010, the Group held a portfolio of photovoltaic The Group notably draws on its partnership with German company projects under development of 2,125 MWp in France (more than half Beck Energy within Colsun, which was founded in 2008 and the Group’s portfolio of photovoltaic projects under development), specialises in the construction of ground-based power plants and including 17 MWp in Corsica and in the French overseas departments electrical works for roof-array projects. and territories. Lastly, the Group commissioned the Blauvac power plant (2.6 MWp) during the fi rst quarter of 2011.

At 31 December 2010, the Group’s portfolio of photovoltaic facilities under construction in France was as follows:

Capacity Ownership For own account/for Facility (in MWp) In-service date (as a %) third parties

Blauvac (Vaucluse) 2.6 1st quarter 2011 100.0% for own account Bouloc (Haute-Garonne) 10.1 2nd quarter 2011 100.0% for own account St Symphorien-Beguery (Gironde) 12.0 2nd quarter 2011 100.0% for own account Gabardan 6 (Landes) 6.3 2nd quarter 2011 n.a. for third parties Gabardan 7 (Landes) 3.0 3rd quarter 2011 100.0% for own account Potiche (Martinique) 4.7 3rd quarter 2011 100.0% for own account Romilly sur Seine (Aube) 7.5 4th quarter 2011 100.0% for own account St Marcel sur Aude (Aude) 10.0 4th quarter 2011 100.0% for own account Valensole (Alpes de Haute-Provence) 12.0 4th quarter 2011 100.0% for own account Avon les Roches (Indre-et-Loire) 10.8 4th quarter 2011 n.a. for third parties ENR (1) 5.2 2011 50% for third parties Roof arrays 18.8 2011 n.a. for third parties Farm buildings 9.5 2011 n.a. for third parties TOTAL 112.5 N.A. N.A. N.A. TOTAL – GROUP SHARE 64.6 N.A. N.A. N.A.

(1) Distributed energies installations.

At 31 December 2010, the Group held a portfolio of photovoltaic Italy projects under development of 2,125 MWp in France (more than half At year-end 2010, Italy had installed capacity totalling 2,902 MWp, i.e. the Group’s portfolio of photovoltaic projects under development), more than double the 2009 level, plus around 3,700 MWp on which including 17 MWp in Corsica and in the French overseas departments construction work was completed at 31 December 2010 according and territories. to the declarations made by permit holders to the GSE and which The Decree of 9 December 2010 instituted a three-month freeze are due to be connected to the grid by 30 June 2011 (source: GSE). on the obligation for EDF to buy electricity generated using solar During 2010, the Italian government decided to introduce a gradual photovoltaic power. At this date, the Group had 795 MWp in gross decline in the feed-in tariff for electricity generated using solar capacity in the ERDF- and RTE-operated queues based on projects photovoltaic energy, which will be implemented on a quarterly basis qualifying for the tariffs in place prior to the decree. According to (see section 6.7.3 of this registration document). the information provided by the grid operators, the Group held At 31 December 2010, the Group had 59 photovoltaic facilities in around 25% of all the projects connected and/or in the “queues” in service in Italy with capacity totalling 90.8 MWp. During 2010, mainland France. Even so, given the maximum period of 18 months it notably commissioned the ground-based Loreo (12.6 MWp in allowed to complete the relevant projects, the Group may not be Veneto) and Priolo (13.5 MWp in Sicily) photovoltaic power plants. able to see the entire 795 MWp in capacity through to completion Over 2010 as a whole, 36 other ground-based facilities or large- roof owing to the time needed for their construction and connection to array plants, each with a capacity of between 0.3 MWp and 2.9 the grid. MWp, representing 38.1 MWp in total capacity, were commissioned Projects not in the queues or not completed within the in Italy. aforementioned time period will be subject to the new feed-in tariffs set in the Order of 4 March 2011 (see section 6.7.3 of this registration document).

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At 31 December 2010, the Group’s portfolio of photovoltaic power plants in service in Italy was as follows:

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

Bosco (Umbria) 0.9 November 2007 50.0% Vascigliano (Umbria) 0.8 April 2008 50.0% Dolci (Umbria) 0.4 August 2008 50.0% San Faustino (Umbria) 1.0 August 2008 50.0% Thyssen Krupp (Umbria) 0.7 October 2008 50.0% Veglie (Puglia) 0.9 November 2008 50.0% Lequile (Puglia) 1.0 December 2008 50.0% Villacidro ASI A (Sardinia) 0.9 January 2009 100.0% Villacidro ASI B (Sardinia) 0.9 January 2009 100.0% Villacidro ASI C (Sardinia) 0.9 January 2009 100.0% San Pietro Vernotico 3 (Puglia) 1.0 June 2009 100.0% Camerata Picena 3 (The Marches) 0.9 October 2009 50.0% Santa Sofi a (Umbria) 3.1 November 2009 50.0% Camerata Picena 4 (The Marches) 0.9 December 2009 50.0% Lequile 5 (Puglia) 1.0 December 2009 50.0% Lequile 6 (Puglia) 1.0 December 2009 50.0% Galatone (Puglia) 0.8 December 2009 50.0% San Pietro Vernotico 1 (Puglia) 0.9 December 2009 100.0% San Pietro Vernotico 2 (Puglia) 0.9 December 2009 100.0% Ferentino (Lazio) 0.3 January 2010 65.0% San Sisto (Umbria) 0.5 January 2010 65.0% Camerata Picena 5 (The Marches) 0.9 March 2010 50.0% Marsciano (Umbria) 1.8 April 2010 50.0% Stornarella (Puglia) 0.9 June 2010 100.0% Lugnano in Teverina (Umbria) 1.0 June 2010 50.0% Polverigi (The Marches) 0.9 July 2010 50.0% Casamassima (Puglia) 0.9 September 2010 50.0% Adelfi a (Puglia) 0.9 September 2010 50.0% San Severo (Puglia) 0.9 September 2010 100.0% Collemarco (Umbria) 1.0 September 2010 50.0% Chiaravalle 1 (The Marches) 0.9 September 2010 50.0% Chiaravalle 2 (The Marches) 0.5 September 2010 50.0% Thyssen Krupp 2 (Umbria) 2.2 September 2010 50.0% Apiro (The Marches) 0.8 September 2010 50.0% Loreo (Veneto) 12.6 November 2010 100.0% Priolo (Sicily) 13.5 November 2010 90.0% Terralba 1 (Sardinia) 1.9 December 2010 100.0% Marrubiu 1 (Sardinia) 4.3 December 2010 100.0% Torre Santa Susanna (Puglia) 1.0 December 2010 100.0% Lecce 2 (Puglia) 1.0 December 2010 100.0% Ajello 1 (Sicily) 1.0 December 2010 100.0% San Demetrio (Puglia) 1.0 December 2010 50.0%

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Capacity Ownership Facility (in MWp) In-service date (as a %) Noicattaro (Puglia) 1.0 December 2010 50.0% Leporano (Puglia) 0.9 December 2010 50.0% Palagiano (Puglia) 0.9 December 2010 50.0% San Giorgio Jonico (Puglia) 0.9 December 2010 50.0% Palagianello (Puglia) 0.9 December 2010 50.0% Ferentino 2 Area Grande (Lazio) 1.3 December 2010 65.0% Serra dei Conti 2 (The Marches) 0.9 December 2010 50.0% Marrubiu 2 (Sardinia) 3.4 December 2010 100.0% Lecce 1 (Puglia) 1.0 December 2010 100.0% Uras 1 (Sardinia) 1.9 December 2010 100.0% Uras 2 (Sardinia) 2.9 December 2010 100.0% Filottrano 4 (The Marches) 0.5 December 2010 50.0% Casanova (Umbria) 1.0 December 2010 50.0% Campetta (Umbria) 1.0 December 2010 50.0% S. Eufi zio (Umbria) 0.5 December 2010 50.0% Fratta Todina (Umbria) 1.0 December 2010 50.0% Ostra (The Marches) 0.9 December 2010 50.0% TOTAL 90.8 N.A. N.A. TOTAL – GROUP SHARE 70.3 N.A. N.A.

In addition, the Group had a portfolio of photovoltaic projects under development in Italy of 287 MWp at 31 December 2010, including 27.6 MWp under construction. In 2010, the Group launched the construction of the Augusta power plant (6.7 MWp) in Sicily and another located at Ancona (3.3 MWp) in the Marches, as well as 20 ground-based or large roof arrays representing 17.6 MWp in total capacity.

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The Group’s portfolio of photovoltaic power plant projects under construction in Italy at 31 December 2010 was as follows:

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

Augusta (Sicily) 6.7 1st quarter 2011 100.0% Serra dei Conti 1 (The Marches) 0.9 2nd quarter 2011 50.0% Fermo (The Marches) 0.5 2nd quarter 2011 50.0% Lugnano 2 (Umbria) 1.0 2nd quarter 2011 50.0% Giovinazzo 3 (Puglia) 1.6 2nd quarter 2011 70.0% Giovinazzo 1 (Puglia) 1.0 2nd quarter 2011 70.0% Giovinazzo 2 (Puglia) 1.0 2nd quarter 2011 70.0% Terlizzi 1 (Puglia) 0.8 2nd quarter 2011 70.0% Molfetta 1 (Puglia) 0.9 2nd quarter 2011 70.0% Ferentino 2 Area Piccola (Lazio) 0.3 2nd quarter 2011 65.0% Benevento (Campania) 0.7 2nd quarter 2011 65.0% Molfetta 2 (Puglia) 0.6 2nd quarter 2011 70.0% Terlizzi 2 (Puglia) 0.6 2nd quarter 2011 70.0% Terlizzi 3 (Puglia) 1.0 2nd quarter 2011 70.0% Faggiano (Puglia) 0.9 2nd quarter 2011 50.0% Supersano (Puglia) 1.0 2nd quarter 2011 100.0% Ancona (The Marches) 3.3 2nd quarter 2011 50.0% Mazzarino (Sicily) 1.0 2nd quarter 2011 65.0% Gela Maganuco (Sicily) 0.9 2nd quarter 2011 70.0% Erchie (Puglia) 0.9 3rd quarter 2011 50.0% Castellaneta (Puglia) 0.9 3rd quarter 2011 50.0% Vigne di Narni (Umbria) 1.0 3rd quarter 2011 50.0% TOTAL 27.6 N.A. N.A. TOTAL – GROUP SHARE 20.1 N.A. N.A.

Spain 500 MWp p.a. the new power plants authorised in 2009 and 2010 In Spain, numerous investment funds, real estate companies and and at around 450 MWp in 2011. In addition, the Spanish government electricity suppliers have invested in solar photovoltaic energy on decided during 2010 to reduce the feed-in tariffs for electricity account of the supportive legislative and regulatory framework. generated from solar photovoltaic energy (see section 6.7.3 of this In 2008, this framework changed with the introduction of less registration document). Spain had a total installed capacity of close favourable feed-in tariffs for electricity. In view of this strong pace to 3,800MW at 30 November 2010 (source: CNE). of development, the Spanish government also decided to cap at

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During 2010, the Group commissioned three power plants with aggregate capacity of 28.6 MWp. At 31 December 2010, the Group’s portfolio of photovoltaic facilities in service in Spain was as follows:

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

Puente de Genave (Andalusia) 2.1 June 2008 17.1% Ecija (Andalusia) 2.1 September 2008 17.1% San Martin de Pusa (Castille La Mancha) 2.5 September 2008 17.1% Casatejada (Extremadura) 11.4 March 2010 90.0% Valdecaballeros (Extremadura) 11.4 June 2010 90.0% La Rambla (Andalusia) 5.7 June 2010 17.1% TOTAL 35.3 N.A. N.A. TOTAL – GROUP SHARE 22.7 N.A. N.A.

In addition, since 2008, the Group has held an interest of 90% in In 2010, the Group commissioned the ground-based Xirokambi the share capital of Fotosolar, a Spanish company active in the facility in the Peloponnese, which has a capacity of 6 MWp. development, construction and maintenance of ground-based and At 31 December 2010, the Group held a 218 MWp portfolio of building-integrated photovoltaic power plants. photovoltaic projects under development in Greece. At 31 December 2010, the Group held a 37 MWp portfolio of photovoltaic projects under development in Spain. (b) North America Greece United States At year-end 2010, Greece had 56 MWp in total installed capacity. At year-end 2010, the United States had 1,650 MWp in total installed Major players in the wind energy market are looking to expand capacity, representing an increase of 40.7% compared with 2008 into the solar photovoltaic segment, including PPC Renewables, (source: EPIA). The market is set to benefi t from the renewal of the a subsidiary of Public Power Corporation (PPC). Development of Investment Tax Credit arrangements through to 2016, as well as photovoltaic projects is handled by EEN Hellas and RETD, both from the commitments made by the new US administration. subsidiaries of EDF Energies Nouvelles.

At 31 December 2010, the Group’s portfolio of photovoltaic facilities in service in the United States was as follows:

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

Fresno (California) 0.3 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) 0.2 April 2009 100.0% Carrier Clinic (New Jersey) 1.8 December 2009 100.0% TOTAL 6.1 N.A. N.A. TOTAL – GROUP SHARE 6.1 N.A. N.A.

At 31 December 2010, the Group’s portfolio of photovoltaic facilities under construction in the United States was as follows:

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

Ponoco Raceway (Pennsylvania) 3.0 1st quarter 2011 for third parties Matrix (New Jersey) 2.9 1st quarter 2011 for third parties LIPA (New York) 16.6 3rd quarter 2011 100% TOTAL 22.5 N.A. N.A. TOTAL – GROUP SHARE 16.6 N.A. N.A.

At 31 December 2010, the Group held a portfolio of photovoltaic projects under development in the United States of 704 MWp.

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Canada are located in Ontario. They are being led by EDF EN Canada, the Drawing on the reputation it has established in wind energy with Group’s Canadian subsidiary. its programme to build 1,003MW in capacity (see section 6.5.1.2(b) During 2010, the Group commissioned three major photovoltaic of this registration document), the Group is also developing a power plants in Canada with capacity totalling 35.3 MWp. portfolio of photovoltaic facilities in Canada. Most of these projects

At 31 December 2010, the Group’s portfolio of photovoltaic facilities in service in Canada was as follows:

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

Arnprior A (Ontario) 11.4 December 2009 100.0% Arnprior B (Ontario) 12.0 December 2009 100.0% Elmsley East (Ontario) 11.9 December 2010 100.0% Elmsley West (Ontario) 11.9 December 2010 100.0% St Isidore (Ontario) 11.5 December 2010 100.0% TOTAL 58.7 N.A. N.A. TOTAL – GROUP SHARE 58.7 N.A. N.A.

At 31 December 2010, the Group held a portfolio of 54 MWp in photovoltaic projects under development in Canada.

6.5.3 HYDRO

Hydro accounted for 3.7% of the Group’s electricity sales in 2010. At in which EDF Energies Nouvelles developed its expertise, before 31 December 2010, the Group operated 131.4MW of installed hydro EDF acquired an interest in its capital. This segment is currently capacity (102.9MW for its own account), representing 3.8% 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 is the Group’s original business activity. It was the fi rst technology

At 31 December 2010, EDF Energies Nouvelles operated seven hydro plants, one in the Rhône Valley, four in Corsica and two in Guadeloupe, with an aggregate capacity of 18.4MW. The following table shows the Group’s hydro plants in operation in France at 31 December 2010:

Capacity Ownership Facility (in MW) In-service 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.

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(b) Bulgaria Pirin-Spanchevo (two plants with capacity totalling 49MW, operated in conjunction with Litex, a Bulgarian specialist), Passarel- Kokaliane EDF Energies Nouvelles has operated in the Bulgarian hydro (two plants with capacity totalling 56MW) and Ogosta (a plant with market since 2000, both on its own and through partnerships. At a total capacity of 5MW, operated in conjunction with Litex and 31 December 2010, the Group had four production facilities in Bulgaria: Germanea (a 3MW plant operated under a partnership).

At 31 December 2010, the Group’s portfolio of hydro power plants in service in Bulgaria broke down as follows:

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

Passarel-Kokaliane 56.0 1954 and 1981 100% Pirin-Spanchevo 49.0 1981 and 1993 50% Ogosta 5.0 2002 50% Germanea 3.0 2010 51% TOTAL 113.0 N.A. N.A. TOTAL – GROUP SHARE 84.5 N.A. N.A.

Lastly, the Group is leveraging its longstanding presence in Bulgaria to bolster its positions in the photovoltaic segment, in which it owns a 117 MWp portfolio of projects under development. During the fi rst quarter of 2011, the Group seld the Pirin-Spanchevo and Ogosta power plants to Litex, its local partner.

6.5.4 BIOGAS

Biomass accounted for 3.3% of the Group’s electricity sales in 2010. In the United States, the Group acquired during June 2010 full At 31 December 2010, the Group held nine biogas power plants in ownership of US company Beacon Landfi ll Gas Holding LLC, a France, Belgium and the United States with a combined capacity specialist in biogas facilities. The company principally owns two of 56.1MW (including 55.5MW held for the Group’s own account), biogas production plants located in western Pennsylvania at and eight power plants with total capacity of 8MW were under landfi ll facilities operated by the Veolia and Allied Waste Service construction in France. industrial groups. The potential for biogas production at these two power plants will generate on average the equivalent of a 50MW In Europe, development of this segment is being led by Belgian power plant (ultimately close to 65MW with the increase in gas company Verdesis. Verdesis, which has been controlled by the production). Group since 2007, markets, installs and maintains facilities processing the biogas produced at landfi ll sites, water treatment This acquisition fi ts perfectly with the Group’s strategy, alongside its plants and organic waste methanisation units. expansion in wind and solar energy, of making selective investments in new energy segments with attractive development potential.

At 31 December 2010, the Group’s portfolio of biogas power plants in service broke down as follows:

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

Marche-en Famenne Belgium 0.03 January 2009 100.0% La Ciotat France 1.2 January 2009 100.0% Chagny France 1.0 August 2009 100.0% St Laurent de Cognac – Revico Energies France 0.8 December 2009 50.0% Orange – Delta Déchets France 1.0 June 2010 100.0% Beacon United States 50.0 June 2010 100.0% LDC France 0.3 August 2010 51.0% Calitom France 0.8 August 2010 100.0% IKOS – Fresnoy Folny France 0.9 December 2010 100.0% TOTAL N.A. 56.0 N.A. N.A. TOTAL – GROUP SHARE N.A. 55.5 N.A. N.A.

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At 31 December 2010, the Group’s portfolio of biogas power plants under construction broke down as follows:

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

SEMAG – Gardanne France 0.8 1st quarter 2011 100.0% Veolia - Gizay France 0.8 2nd quarter 2011 100.0% CSDU04 – Valensole France 0.6 2nd quarter 2011 51.0% LELY – Grenoble France 2.0 4th quarter 2011 100.0% SMD3 – St Laurent des Hommes France 0.6 4th quarter 2011 100.0% IKOS Bimont France 0.8 4th quarter 2011 100.0% ORC France 0.2 4th quarter 2011 100.0% VALDIS - Issé France 2.1 1st quarter 2012 53.5% TOTAL N.A. 8.0 N.A. N.A. TOTAL – GROUP SHARE N.A. 6.7 N.A. N.A.

6.5.5 BIOMASS

Biomass accounted for 4.5% of the Group’s electricity sales in 2010. producer of olive oil, a 26MW plant in Lucena (Andalusia) that At 31 December 2010, the Group operated biomass plants with extracts energy from 180,000 tonnes of wet olive pulp each year, installed capacity of 26MW (18.2MW of which for its own account), which is reduced to 77,000 tonnes after extraction of the oil or 0.7% of its total installed capacity. and stones, and drying. The Lucena plant comprises a 12.8MW cogeneration facility (including 9MW held for its own account) and Via its wholly-owned subsidiary SIIF Energies Iberica, EDF Energies a 13.2MW biomass unit (including 9.2MW held for own account). Nouvelles owns in partnership with Hermanos Santa Maria, a

6.5.6 COGENERATION AND THERMAL GENERATION FROM FOSSIL FUELS

In 2010, thermal generation and cogeneration from fossil fuels Energies Antilles (16.7MW) and the Energies Saint-Martin (13.6MW) accounted for 3.1% of the Group’s electricity sales. This business is thermal power plants in the French overseas departments and conducted exclusively in France. territories, as well as the shutdown of production at the Mulhouse cogeneration plant (7.6MW). Operation of thermal and cogeneration plants that burn fossil fuels is one of the Group’s original business activities, and it is At 31 December 2010, the Group had just one cogeneration plant gradually pulling out of this segment. During 2009, the Group sold with an installed capacity of 19.2MW (6.7MW owned by the Group). the Chabossière (7.4MW) and Seclin (5.0MW) cogeneration plants. During 2010, this withdrawal continued, with the sale of the two

6.5.7 DISTRIBUTED RENEWABLE ENERGIES

Since 2008, the Group has decided to step up its expansion in ➤ wood space heaters: space heaters, inserts and closed-chamber distributed energies, with a priority focus on the distributed fi replaces are installations that can be used to heat air or supply solar photovoltaic segment. This development is being led by heat to a central heating system; they burn wood in the form of EDF Energies Nouvelles Réparties (“EDF ENR”), a 50-50 joint logs or granules; and venture with EDF that has been fully consolidated by EDF Energies ➤ heat pumps: these are thermodynamic systems that “pump” Nouvelles since 1 January 2008. free calories from the surrounding air, water or ground into the The principal technologies harnessed by the Group as part of its building to provide space heating or hot water. These effi cient distributed renewable energies activities are as follows: systems consume several times less electrical energy than the

➤ distributed solar photovoltaic: the photovoltaic panels located heat energy they provide. on the roof of buildings generate electricity that is sold to the electricity grid;

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(a) Distributed solar photovoltaic The heat pump business (conducted by Ribo) and wood space heater business (conducted by Supra, an 81.28%-owned subsidiary The installation of photovoltaic panels represents EDF Energies Nouvelles listed on the Euronext Paris market) experienced a tough year in Réparties’ key avenue of expansion and it targets two distinct types 2010. Supra and Ribo bore the full brunt of the economic crisis and of market: were also hit by the reduction in the tax credit and by economic ➤ fi rstly, homeowners looking to install photovoltaic panels with conditions, which by their very nature had a greater impact on less than 3 kWp in capacity on the roof of their house; and investment than on consumer spending. Supra and Ribo posted losses during 2010 (see section 9.2.2 of this registration document). ➤ secondly, business customers (businesses, farmers and local authorities), who are looking to install large arrays of photovoltaic Against this backdrop, the Group decided to adopt a cautious panels with capacity of between 20 kWp and 150 kWp on the approach and to set aside provisions and recognise impairment roof of large private or public buildings (such as schools, farm losses that had an aggregate impact of €(43) million on the Group’s buildings, commercial properties and large residential buildings), consolidated net income and of €(19.6) million on net income, while installations with over 150 kWp in capacity are generally Group share. These impairment losses and provisions related to the handled by EDF EN France. wood space heater and heat pump businesses, as well as a number of minority shareholdings held by EDF Energies Nouvelles Réparties This business is conducted in partnership with Photon Power (see Note 1 to the consolidated fi nancial statements included in Technologies, a subsidiary set up by the Group in 2006. Since section 20.1 of this registration document). January 2009, EDF ENR has owned a 51% interest in Photon Power Technologies. In May 2010, the remaining 49% interest was (c) Industrial shareholdings acquired by EDF ENR, and the company’s name was changed to EDF ENR Solaire in July 2010. Tenesol EDF ENR and EDF ENR Solaire market a full range of solutions EDF ENR owns 50% of Tenesol, alongside Total, which also owns including equipment and services for consumers and businesses, a 50% stake, Tenesol is active in research and development, the notably drawing on a network of qualifi ed installation contractors manufacture of solar photovoltaic modules, as well as designing, and a solid sales team (350 employees, 15 regional offi ces, a call marketing, installing, operating and maintaining photovoltaic centre, etc.). In 2010, EDF ENR and EDF ENR Solaire completed systems. With a presence spanning over 50 countries around the 3,759 consumer photovoltaic system installations, compared world, Tenesol manufactured over 500,000 photovoltaic modules with 3,460 in 2009 and close to 13.6 MWp (including 10.7 MWp during 2010 and recorded revenues of €304 million. in turn- key systems) in business installations, compared with 6.5 MWp in 2009. Jacques Giordano Industries EDF ENR owns a 25% interest in Jacques Giordano Industries (JGI), a (b) Heat pumps and wood space heaters French manufacturer of thermal solar collectors. In addition to its fast-track expansion in distributed solar photovoltaic energy, the Group is also present in heat pumps and wood space heaters, which do not represent an avenue of expansion for the Group, however.

6.5.8 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.

6.5.9 MARINE ENERGIES

Partnership with DCNS their respective expertise in the development, implementation and maintenance of marine energy projects in Europe. The projects that During 2009, EDF Energies Nouvelles and DCNS, the European leader may be carried out under this partnership will include wave energy, in naval defence systems, signed a partnership agreement covering marine current energy and ocean thermal energy. The initial projects the development and implementation of marine energy projects may go ahead in the French overseas departments and territories. in Europe. This partnership will enable the two companies to pool

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Partnership with Carnegie renewable energies technologies. This partnership is intended to develop and deploy an innovative process harnessing wave energy In 2008, the Group entered into a partnership agreement with (CETO) for electricity generation projects. During 2009, Australian Renewable Energy Holding (REH), a British company investing in company Carnegie took over REH’s rights respect of this partnership.

6.5.10 DEVELOPMENT AND SALE OF STRUCTURED ASSETS BUSINESS (DSSA)

In connection with the Development and Sale of Structured Assets completed the construction of the Linden wind farm (50MW) business, the Group develops and builds projects for third parties in Washington state and sold the Nobles project (201MW) in employing wind and solar energy projects. This business was Minnesota. notably developed to enable the Group to implement and sell to third parties projects that do not meet its investment criteria, to carry out projects in certain US states in which local utilities prefer Development and sale of structured assets to have full ownership of power plants and, above all, to cover the in the solar photovoltaic segment bulk of its development and overhead costs. The sale of each project In the solar photovoltaic segment, the Group sold a portion generally comprises development, construction and operations & (12 MWp) of the ground-based Saint-Symphorien photovoltaic maintenance services. power plant, three tranches (totalling 32.2 MWp) of the Gabardan Currently, EDF Energies Nouvelles conducts this business of power plant and 15.7 MWp in roof-based solar projects (industrial, developing and selling structured assets both in Europe (especially commercial and farm buildings) during 2010. in France) and the United States. At 31 December 2010, 28.2 MWp in roof arrays (on industrial, commercial and farm buildings) were also under construction for Development and sale of structured assets third parties. The Group also launched the construction of a 6.3 in the wind segment MWp tranche of the Gabardan power plant, as well as of two power plants (Pocono Raceway and Matrix) in the United States, with In the wind energy segment, the Group sold during 2010 the Canton delivery scheduled during 2011. du Quesnoy wind farm in France (10MW) and, in the United States,

6.5.11 OPERATIONS & MAINTENANCE BUSINESS

In connection with the operation of wind and solar photovoltaic capacity, representing more than 25% of the accessible market) and farms, the Operations and Maintenance division supervises the its Reetec subsidiary. installations remotely. This remote supervision, which is specifi c Since 2007, the Group had held a 28% interest in German company to EDF Energies Nouvelles, is systematically implemented at all Reetec, a company providing wind energy services (turbine-hoisting, new wind and solar farms (except low-power wind turbines in the connection to electricity grids, installation of cables, maintenance, United States and French overseas departments). It enables the etc.). This interest was increased to 72% in 2010. Reetec provides technical staff to control and supervise the operation of the plant heavy maintenance services for the Group requiring signifi cant remotely, measure its performance in real time, and collect the data logistics resources or special technical expertise. In parallel, needed to analyse and correct any deviation from projections. alongside the system supervising and overseeing production Since it already boasts experience and engineering capabilities assets, the Group is developing its spare part procurement and representing genuine strengths in a worldwide market, the Group storage capabilities and its expertise in the preventative and intends to accelerate the development of its skills in operations corrective maintenance of installations. A European hub dedicated and maintenance for its European activities by leveraging the to these operations was commissioned during 2009 near Béziers in experience gained by its US wind energy unit (enXco operates the south of France. and maintains more than 5,300 wind turbines or over 4,800MW in

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

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 or 30-year contracts for projects completed before on 28 September 2008 and regulated tariffs for solar farms) Limits on operating hours are applied to all power plants United States Tax credit (Production Tax Credit for wind farms and Investment Tax Credit for solar 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 energy (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 20-year contracts for wind energy and for solar energy with transmission or distribution grid operators Two possible options for the wind energy projects:

➤ investment subsidies amounting up to 20% of the cost of the project;

➤ feed-in tariffs increased by 20% 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 grid 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 grid 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 purchase 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 purchase 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 for the fi rst 216MW of a project, then 9 euro cents per kWh for the following MW Sale of the electricity 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 3.05 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 2.8 and 8.2 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 2011, the coeffi cient to be multiplied by the basic tariff (8.2 euro cents per kWh for onshore wind facilities) stands at: 0.99869 Greece Tariff of 8.78 euro cents per kWh for plants connected to the transmission grid Tariff of 9.94 euro cents per kWh for plants on islands not connected to the transmission grid Tariff of 10.48 euro cents per kWh for offshore wind energy Two possible options for the wind energy projects: ➤ investment subsidies amounting up to 20% of the cost of the project; ➤ feed-in tariffs increased by 20%. Adjustment according to trends in electricity generation costs Italy System of green certifi cates issued for the fi rst 15 years in the service 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. The legislative decree transposing EU Directive 2009/28/EC on the promotion of the use of renewable energy defi nes the requisite instruments and mechanisms for reaching the objectives out to 2020 and completely overhauls the support regime for new facilities that enter service from 1 January 2013 based on criteria that are set to ensure a fair and constant return on investment and operating costs over a period equal to the average life of power plants. The system of green certifi cates will gradually be abandoned, with the retention of a 15 year life, plus arrangements guaranteeing the profi tability of the investments made Mexico Tariffs set under Self Supply Agreements (SSA) negotiated with end customers 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 energy quotas for electricity supplied by utilities. Suppliers obtain Renewable 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 (10.4% in 2010, 11.4% in 2011) incurs a penalty (buy- out price) of £38.69 per MWh (2011 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 £15.71 per MWh in 2009-2010). Exemption from the Climate Change Levy (up to £4.70 per MWh in 2010) The price paid to the renewable energy 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 USD73 per MWh, which may go up to USD110 per MWh for the fi rst fi ve years owing to an initiative taken to promote local production; ➤ or directly in the electricity market; ➤ contracts with end consumers or wholesalers. 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 €140 per MWh in the second quarter of 2011 for ground-based installations; €210 per MWh for roof array installations of between 20kW and 2MW, €315 per MWh for roof array installations of less than 20kW. Adjustment mechanisms for quarterly tariffs (-2.5% 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 Order of 4 March 2011 Calls for tenders for ground-based and building-integrated installations above 100kWp Building-integrated photovoltaic: ➤ Buildings for residential use (<9 kWp): €460 per MWh ➤ Buildings for educational or health-related use: €406 per MWh ➤ Other buildings (<9 kWp): €352 per MWh Simplifi ed building-integrated photovoltaic < 100 kWp: €288.3 to €303.5 per MWh Quarterly adjustment of this tariff depending on the capacity installed over the year Greece Reduction scheduled at a semi-annual rate. Tariff applicable until August 2011, for projects with capacity in excess of 100kW €372.8 per MWh on the mainland €419.4 per MWh on the islands Italy Subsidies: ➤ Ground-based power plants (depending on the size of the installations): January – April 2011: €297 to €314 per MWh May-August 2011: €275 to €309 per MWh September-December 2011: €251 to €266 per MWh ➤ Building-integrated (depending on the size of the installations): January – April 2011: €333 to €355 per MWh May-August 2011: €311 to €335 per MWh September-December 2011: €287 to €314 per MWh Sale of the electricity

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

6.8 Environmental policy

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

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6.8.1 ENVIRONMENTAL STANDARDS

All the Group’s installations are designed and operated in given by EDF Energies Nouvelles to promote sustainable accordance with the applicable environmental regulations development. concerning the protection of the landscape and natural spaces, This applies to all the activities and countries in which the Group is atmospheric emissions and liquid discharges, and noise pollution present, and its principal commitments relate to: affecting surrounding areas. Likewise, the location of these installations is selected after lengthy consultation with the local ➤ the development of existing and future renewable energies, while authorities and neighbours, and they are always built in accordance controlling the associated impact on the environment;

with the various local regulatory constraints. ➤ compliance with the applicable regulations during the various EDF Energies Nouvelles works with various construction companies phases of the project, prevention of pollution risk and observance so that it can mitigate the impact of its generating facilities on the of the undertakings given to local interested parties; environment, notably reducing noise from wind turbines, improving ➤ management and monitoring of the service providers used by the performance and cutting pollutant emissions from combustion Group; plants. This constant focus on improvements is coupled with a systematic policy of preventative equipment maintenance where ➤ regular control of environmental performance and continuous ageing could lead to a deterioration in yields. improvement in it. A new environmental policy was signed during 2009 by all the This policy is in keeping with the environmental policy of the members of the Group’s Executive Committee to formalise this EDF group, as well as the related biodiversity and carbon policies. commitment to uphold the regulations and the various undertakings Certain measures are carried out jointly.

6.8.2 COMPLIANCE WITH ENVIRONMENTAL COMMITMENTS

From the very fi rst stages of each project, special attention is paid to The requirements laid down chiefl y cover the erection of protective compliance with our various environmental commitments. barriers around hazardous product storage areas, cordoning- off of natural spaces and protected zones and also emergency equipment Accordingly, EDF Energies Nouvelles is active in the generation of for tackling incidents (absorbant kits, suffi cient number of electricity using renewable energies that have already reached extinguishers, etc.). an advanced stage of development (wind, photovoltaic energy) and also works to develop new forms of energy (marine, biomass, For the management of risks in the operational phase, etc.). To this end, it set up a partnership with EDF’s research and EDF Energies Nouvelles regularly holds fi re and rescue exercises development team, which incurred close to €3,244 million in at its facilities with the local emergency services so that they are expenditure during 2010. familiar with the installation and its characteristics. Furthermore, in accordance with the regulations in force, an To monitor compliance with these requirements, EDF Energies Nouvelles environmental impact assessment (studies on plant and bird supervises construction and operations & maintenance services. life, landscape and acoustic environment, etc.) is carried out Environmental monitoring is carried out during the construction and systematically during the development phase by an external fi rm operations & maintenance phases by independent agencies at most in order to optimise the facility’s design and establish supporting facilities. This monitoring covers both compliance with existing measures that need to be implemented. environmental clauses (landscape integration, compensatory Thereafter, specifi cations are laid down for the various service measures) and verifi cation that the installation has no major effects on the environment (bird and plant life monitoring, acoustic providers used during the Construction or Operations & Maintenance measurements on acceptance). phases concerning the protection of the environment. For example, a set of environmental specifi cations is drawn up for services In France, the implementation of these various environmental related to both wind energy and photovoltaic projects. commitments led to expenditure of €5 million by EDF Energies Nouvelles during 2010.

6.8.3 ENVIRONMENTAL DATA

6.8.3.1 Environmental Management System and territories) was deployed to ensure compliance with the undertakings of the Group’s environmental policy. This system The Environmental Management System set up in 2005 for the wind translates the undertakings laid down in the environmental policy energy business in France (excluding French overseas departments into incident and environmental impact management processes.

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The ISO 14001 certifi cation of the wind energy development, ➤ during the wind farm construction stage, the Group installs construction and generation business in France was confi rmed tri- blade and white wind turbines for greater harmony with the during June 2010 after an AFNOR (1) audit of the management system environment and attempts to fi t in with the principal contours on the projects under development or construction and in service. of the landscape (roads, hills, etc.). EDF Energies Nouvelles also generally connects its wind farms to the electricity grid via Given the expansion in its business, EDF Energies Nouvelles an underground link, thereby avoiding the need to install any has assigned more and more resources to the management new aerial power lines. Substations providing the connection to of its environmental issues. To guarantee compliance with its the EDF grid are clad in local stone to integrate them with the undertakings, two new dedicated positions were created during landscape; and 2010: Environmental Offi cer and Environment and Industrial Risk Engineer. ➤ during the Operations & Maintenance phase, the Group conducts regular inspections of facilities (control checklist, operating 6.8.3.2 meetings, etc.); these notably cover the various environmental Breakdown of segments and resource aspects (waste management, acoustic impact of the installation, consumption etc.). In addition, EDF Energies Nouvelles has conducted Over 98% of the electricity generated by EDF Energies Nouvelles compliance assessments of its wind farms in France with the comes from a renewable source. The remaining output (2%) comes regulations in force concerning the acoustic impact on the from thermal gas- or oil-fi red power plants. EDF Energies Nouvelles surrounding area. This campaign covered fi ve facilities during thus makes only very modest use of depleting fossil fuel resources. 2010, and fi ve more have been scheduled for 2011.

Protection of biodiversity 6.8.3.3 Environmental impact management The Group factors in the impact of its operations on natural habitats everywhere that its facilities or their use may damage them. Discharges, emissions and waste In France, studies are conducted on each project (from the The vast majority of the electricity generated by the Group comes development stage through to operation of the facility) in order from installations that do not trigger any greenhouse gas emissions to establish more accurately their impact on the plant and animal (CO , CH , etc.) or any discharges into the aquatic environment. 2 4 species present and to identify any support measures that could Wind, hydro and solar energies do not release any pollutants, eliminate or mitigate this impact. During 2009, the position of produce any waste or contribute to the greenhouse effect. This environmental offi cer was created at the Development department trend is set to continue during 2011 with the development of in France to support teams with project design and to conduct the wind energy business, which had 918MW in capacity under monitoring and analysis of the results of the various environmental construction at 31 December 2010 (2,922.9MW installed) and the studies performed (bird, plants, bats, etc.). solar photovoltaic segment, which had 162.4 MWp in gross capacity During construction projects, special attention is paid to leaving under construction (and 267.1 MWp installed). natural spaces intact, especially cordoning off locations inhabited The design of new (biomass and biogas) projects is predicated on by protected species or avoiding work during the nesting periods of efforts to achieve a high yield while protecting the environment. species present near the site. During the design phase, special attention is paid to the treatment In France, EDF Energies Nouvelles commissioned an impact study of effl uents and smoke emissions, as well as reducing fuel on bird life by ornithologists during a period of operation at a consumption. number of its wind farms. For example, EDF Energies Nouvelles is participating in a plan to manage 250 hectares of natural habitat Visual and acoustic impact over a 15-year period in order to protect the region’s species at an Visual and acoustic impact is factored into the design of each 87MW wind farm. project in order to integrate it into the landscape and curb the Numerous environmental studies are also currently in progress acoustic nuisance for neighbours as far as possible. These efforts at facilities in operation or under development. These include are made at every stage of a project’s development: experiments in terms of plant cover or the transfer to and raising of ➤ during the project phase, the Group commissions experts sheep on the sites of photovoltaic power plants. (research fi rms or local associations) to conduct numerous EDF Energies Nouvelles’ subsidiaries in the rest of Europe and the studies (photomontages, co-visibility, acoustic emissions, United States pursue the same objectives. identifi cation of any protected or sensitive species, etc.) in order to assess and control as effectively as possible the visual and acoustic impact of a wind farm;

(1) French standards and certifi cation organisation verifying that the requirements of the norms are met in the enterprise management systems certifi ed.

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The simplifi ed organisational chart below shows the Group’s principal subsidiaries at 31 December 2010.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% 100% EDF ENR Solaire United States France France

100% EDF EN Portugal 100% EDF EN Développement 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

100% EEN Hellas SIIF ENERGIES Bulgaria (hydro) 100% Greece France

100% 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

18,3% C. Power (offshore) Belgium

100% Verdesis (biogas) 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 2010:

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

Non-current assets (2) 47,521 3,172,647 1,724,048 4,944,216 External debt (3) 1,610,115 1,871,798 778,582 4,260,495 Net cash on the balance sheet (4) 169,688 145,248 20,927 335,863 Net cash generated by operating activities (20,552) 121,581 493,866 594,894 Dividends paid during the fi nancial year attributable to the listed company 24,846 (11,820) (13,026) -

(1) Excluding EDF Energies Nouvelles SA. (2) Including goodwill, other intangible assets, property, plant and equipment and investments in equity affiliates. (3) Including €96.3 million in the fair value of derivatives, and excluding overdrafts shown in net cash on the balance sheet. (4) Less bank overdrafts.

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 8 March 2010 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 2010, the Group had 92 wind farms in service in Group, but are held in partnership with local developers. In addition, Europe (France, Portugal, Greece, Turkey, United Kingdom, Italy, 13 wind farms were under construction at 31 December 2010, all Belgium and Germany) and in North America (United States, either for its own account or under a partnership. Mexico). Some of these wind farms are not wholly-owned by the

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 2010, including those under construction, either for its own account or for a third party.

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

Germany 2 2 wholly-owned by the Group n.a. n.a. Belgium 1 in partnership n.a. n.a.

13 wholly-owned by the Group United States 24 1 1 wholly-owned by the Group 11 in partnership

18 wholly-owned by the Group France 24 1 1 wholly-owned by the Group 6 in partnership

7 wholly-owned by the Group 4 wholly-owned by the Group Greece 10 5 3 in partnership 1 in partnership

1 wholly-owned by the Group and 1 in Italy 6 in partnership 2 6 partnership Mexico 1 1 wholly-owned by the Group n.a. n.a.

3 wholly-owned by the Group Portugal 8 n.a. n.a. 5 in partnership

8 wholly-owned by the Group United Kingdom 13 2 2 in partnership 5 in partnership

Turkey 3 3 in partnership 2 2 in partnership

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

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PHOTOVOLTAIC POWER PLANTS

At 31 December 2010, the Group had 90 photovoltaic power plants In addition, 35 photovoltaic power plants were under construction in service in France, Italy, Spain, Greece, the United States and by the Group at 31 December 2010, with 31 intended to be held for Canada. Of these power plants, 42 are owned outright by the Group the Group’s own account or under a partnership and 4 intended to and 48 are held under partnerships. be held on behalf of third parties.

BIOMASS PLANT

At 31 December 2010, the Group owned a plant at Lucena in Spain, comprising a cogeneration plant and a biomass facility, with 26MW in total capacity.

HYDRO PLANTS

At 31 December 2010, the Group owned outright seven hydro facilities in France and one in Bulgaria, plus three others under a partnership in Bulgaria.

COGENERATION PLANT

In France, the Group owned one cogeneration plant in mainland France at 31 December 2010.

PLANTS

Tenesol, in which EDF Energies Nouvelles Réparties holds a 50% In addition, Supra, an 81.28%-held subsidiary of EDF Energies Nouvelles interest, owns two photovoltaic panel production units, one with Réparties, owns two domestic wood space heater production capacity of 35 MWp p.a. located in Cape Town, South Africa, and the facilities in France, one at Obernai in Alsace and the other at Auneau other with 15 MWp in capacity, located in Toulouse, France. 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 the decommissioning costs is covered by the residual value of the farms, is subject to public hearings and preliminary environmental equipment (turbines and other parts). impact studies in the majority of countries in which the Group In France, the construction of wind turbines in excess of 50 meters operates. These studies essentially comprise a preliminary analysis will notably be subject from 13 July 2011 to the permit application of the site and its environment and consider the direct and indirect procedure administered by the prefectoral authorities for classifi ed effects on the environment of construction of the facility. Certain installations for the protection of the environment, pursuant to the jurisdictions (including France and Portugal) put restrictions on the provisions of law no. 2010-788 of 12 July 2010, representing a national location of renewable energy source generation facilities in certain commitment to the environment (so-called “loi Grenelle II”). areas (such as Natura 2000 sites, national parks, etc.). Biomass facilities may also be subject to special regulations In all the countries in which the Group operates power plants, covering classifi ed installations in certain countries. In Spain and including wind farms, thermal and cogeneration facilities, a legal in France, special regulations apply to biomass facilities. In France, and/or contractual obligation exists (under leases covering the site biomass facilities with a capacity exceeding 20MW are regarded as of its power plants) to return the site on which the facility was built classifi ed installations and as such are required to obtain permits to its original state when generation activities are discontinued and from the prefectoral authorities, whereas facilities with a capacity to dismantle the facility. At 31 December 2010, the Group had set of between 2MW and 20MW are covered by declaratory obligations. aside €0.5 million in provisions for such decommissioning. For its wind farms, the Group’s provisions are more limited and amounted A detailed description of the Group’s environmental policy is to €455,000 at 31 December 2010, as a signifi cant percentage of presented in section 6.8 of this registration document.

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9.1 General presentation 84 9.1.1 Introduction 84 9.1.2 Factors signifi cantly infl uencing the Group’s fi nancial performance 84 9.1.3 Income statement data 86 9.2 Results of operations 87 9.2.1 Revenues 87 9.2.2 EBITDA 89 9.2.3 Depreciation and amortisation 90 9.2.4 Impairment losses 90 9.2.5 Operating income 90 9.2.6 Net fi nancial income/(expense) 90 9.2.7 Income tax 91 9.2.8 Share in income of equity affi liates 91 9.2.9 Net income 92 9.2.10 Minority interests 92 9.2.11 Net income, Group share 92 9.3 Financial structure 93 9.4 Liquidity and capital resources 93 Net cash fl ow from operating activities 93 Net cash fl ow from investing activities 94 Net cash fl ow from fi nancing activities 94 9.5 Debt structure 94 9.6 Off-balance sheet commitments 95 9.6.1 Off-balance sheet commitments related to the Company’s operating activities 95 9.6.2 Off-balance sheet commitments related to fi nancing activities 96 9.6.3 Off-balance sheet commitments related to changes in the scope of consolidation 96 9.7 Financial information concerning EDF Energies Nouvelles SA 97 9.7.1 Operating and fi nancial review 97 9.7.2 Individual fi nancial statements of EDF Energies Nouvelles SA for the fi nancial year ended 31 December 2010 97 9.7.3 Statutory Auditor’s report on the fi nancial statements of EDF Energies nouvelles S.A. for the year ended 31 December 2010 98 9.7.4 Five-year fi nancial highlights 100 9.7.5 Changes in investments 100 9.8 Payment times 101

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In accordance with EC Regulation 1606/2002 of 19 July 2002 on the document, as is fi nancial data related to the fi nancial years ended application of international fi nancial reporting standards (IFRSs), on 31 December 2008 and 2009 appearing in section 20.1 of the consolidated fi nancial statements of EDF Energies Nouvelles the 2009 Registration document, and fi nancial years ended on for the fi nancial year ended 31 December 2010 have been prepared 31 December 2007 and 2008 appearing in section 20.1 of the 2008 in accordance with IFRSs, as adopted by the European Union at Registration document and the corresponding Statutory Auditors’ 31 December 2010. 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 and operating income should be read together with the consolidated on 31 December 2008 and 2009 appearing in Chapter 9 of the fi nancial statements, as well as the notes to the consolidated 2009 registration document and for the fi nancial years ended on fi nancial statements contained in section 20.1 of this registration 31 December 2008 and 2007 appearing in Chapter 9 of the 2008 document. Registration document, are included by reference in this registration

9.1 General presentation

9.1.1 INTRODUCTION

The Group has adopted geographic segments and business (work conducted at the power plants owned by the Group and those segments as its reporting formats. For geographic reporting owned by third parties), (c) the Development and Sale of Structured purposes, the Group distinguishes between its business activities Assets (DSSA, sale of renewable energy projects) and (d) Distributed in Europe and the Americas (United States, Canada, Mexico). Energies (activities conducted by EDF Energies Nouvelles Réparties and For business segment reporting purposes, it distinguishes its subsidiaries). Further details concerning the segmentation of the between four segments: (a) Generation (i.e. the management of Group’s business activities are provided in note 4 to the consolidated assets – production and sale of the electricity generated by the fi nancial statements for the year ended 31 December 2010, included in power plants owned by the Group), (b) Operations & Maintenance 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 of the Group’s projects for third parties, is steadily expanding each year in the 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 and tie up a larger amount of equity capital than in the previous year or earlier in the current year, with fl uctuations being seen from In the past, the Group pursued a policy of focusing on its priority one half-year or one quarter to another. Debt is the main type of geographic markets (Europe and North America), and regularly fi nancing used for the Group’s projects. As a result, an increase in made changes to its asset portfolio. It has thus been able to carry out interest rates leads to a substantial increase in the Group’s interest various sales of assets and shareholdings in recent years, such as in expense (see section 4.4.1 of this registration document). France (disposal of the Chabossière and Seclin cogeneration plants during 2009 and of two thermal power plants in the French Antilles in 2010) and in Belgium (sale of a 2.5% interest in C-Power during Currency effects 2009). The Group also acquired assets and shareholdings, such as The Group conducts a signifi cant percentage of its business outside in France (acquisition of a 50% interest in EDF Energies Nouvelles the euro zone, notably in the United States and the United Kingdom. Réparties during 2008), Turkey (acquisition of a 50% stake in As a result, it is exposed to fi nancial risks arising from fl uctuations Polat Enerji in 2008), Denmark (purchase of a 50% shareholding in the US dollar and sterling, as well as the Canadian dollar and in Greentech A/S in 2009) and in the United States (acquisition of Mexican peso. This risk arises from the translation of assets and Beacon Landfi ll Gas in 2010). liabilities upon consolidation and the impact on borrowings and receivables denominated in foreign currencies and from currency The Production Tax Credit system effects related to intra-group loans and/or purchases of turbines and solar panels in a currency other than the functional currency The Production Tax Credit (“PTC”) system granted by the US tax of the company making the purchase. Foreign-currency fi nancing administration allows companies investing in the renewable granted to Group companies, particularly in US dollars and sterling, energies sector in the United States to qualify for a direct reduction may give rise to currency effects. Against this backdrop, the Group in their income tax liability through a tax credit mechanism. The implements a foreign exchange risk management policy to eliminate PTC system is renewed either annually or biannually (note that all currency gains/losses on the US dollar and sterling from the the PTC granted for the 2005-2007 period was extended until Group’s income statement. 31 December 2008 and then until 31 December 2009). The renewal of the PTC infl uences investment decisions in the US wind energy sector, since the tax credit is a key factor for Differences between regulatory frameworks and investments. As a result, the uncertainties over whether or not it pricing terms will be renewed and if so, for how long, may trigger fl uctuations Regulations, pricing terms and systems and levels of government in operating income from one year to the next resulting from the grants vary signifi cantly between countries where the Group sale of projects as part of the Development and Sale of Structured conducts business, leading to different levels of profi tability. In Assets business, as well as the pace of investment in the United particular, the Group’s fi nancial performance may vary according to States. In February 2009, shortly after the new US administration, direct and indirect subsidies (for example, the Investment Tax Credit which is seeking to promote wind energy, took power, the PTC was in the United States), tax incentives (particularly in the French renewed until 31 December 2012. overseas departments), contract adjustment and renewal clauses In addition, the unique structure of the US projects (see and the time necessary to obtain permits and authorisations for Chapter 6.5.1.2 of this registration document) creates two distinct projects. However, once a power purchase agreement has been revenue streams: (i) enXco, the Company’s US subsidiary, earns a signed for a power plant that the Group operates, the Group profi t on the direct sale of shares in the project company, and then generally enjoys stable long-term revenues (15-20 years on (ii) it receives a revenue stream from its operations. These revenues average), subject to limited adjustments in some countries. are shared contractually between the Group and the co-investor for the entire duration of the power purchase agreement. Changing weather conditions Electricity generated from renewable energies signifi cantly depends Financing policy on weather conditions, particularly wind conditions for wind energy The Group’s strategy for growth consists in developing and fi nancing plants, water fl ow conditions for hydro facilities and insolation for power plants. The Group has to arrange fi nancing for each project, solar photovoltaic power plants. Weather conditions thus have a in the form of both debt and equity fi nancing. Fund-raising takes signifi cant infl uence on the Group’s fi nancial performance from place, and the level of debt changes as the project makes progress one year to the next. They directly affect revenues and thus also according to a timetable specifi c to each project, which may be operating income. Accordingly, although the Group’s 2010 results adjusted during execution. Accordingly, the construction of several showed a sharp increase, it experienced unfavourable weather projects in a single year may signifi cantly increase the Group’s debt conditions during the year in the United States (wind conditions were normal in Europe however).

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Seasonal business fl uctuations at Possible changes in IFRSs EDF Energies 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 than in the second half a stake alongside Total, and EDF Energy Renewable, in which the of the year. For instance, during the second half of 2010, revenues Group holds an interest alongside EDF). This method, which is recorded by distributed energies activities came to €226.1 million, allowed under IFRSs currently in force, is the subject of discussions up from €117.0 million during the fi rst half of 2010. For Tenesol, that could lead to its being disallowed going forward. This would in particular, which is 50%-owned by EDF Energies Nouvelles have a signifi cant impact on the Group’s balance sheet and income Réparties, the activities qualifying for tax relief take place at the statement. end of the year, once the French ministry of fi nance issues the A detailed description of the risk factors likely to have a material corresponding approvals. For Supra, which is 82.41%-owned by adverse effect on the Group’s business activities, fi nancial position 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 ➤ personnel expenses include wages and settlement payments; write- 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 REVENUES

The Group’s revenues rose by 34.1% to €1,573.3 million in the year 15.7 MWp in large roof arrays (industrial, commercial and farm ended 31 December 2010, up from €1,173.1 million in the year ended buildings), and in the US wind segment, with the completion of 31 December 2009. At constant exchange rates, revenues grew by the Linden project (50MW) and the sale of the Nobles project 31.6%. All the Group’s business lines contributed to this increase: (201MW). Also in the wind energy segment, the 10MW Canton du Quesnoy project in France was sold; ➤ the electricity generation business recorded an increase of 27.3% in its revenues. Based on a strict defi nition, output rose to ➤ fi nally, EDF Energies Nouvelles Réparties’ revenues were driven by 6.1 TWh, up 25% compared with the previous year. This positive the healthy performance of its core business, i.e. the installation performance was achieved in spite of a modest full-year of photovoltaic systems for consumers and businesses by contribution from newly commissioned plants, since new power EDF ENR Solaire (1), as well as by the sale of solar modules and plants in Europe tended to be commissioned in the early part of systems by the Tenesol group in Europe, especially in Germany 2009, but not until the second half of 2010. Changes in scope also and Italy. Conversely, the heat pump (Ribo) and wood space made a negative contribution, with the disposal at the mid-point heater (Supra) businesses, which do not represent an avenue of the year of the Jarry and Saint-Martin thermal power plants in of expansion for EDF Energies Nouvelles, were hit by economic French overseas departments and territories and the shutdown conditions and the reduction in the associated tax credits, the of the Mulhouse cogeneration facility at the end of its 12-year combined effect of which has been to prompt consumers to operating contract. Adjusted for these changes, the revenues postpone their investment spending or to focus on entry-level recorded by the Generation business grew by 32.2%, with output products carrying lower margins. Against this backdrop, the in TWh moving up 28.2%; Group decided to adopt a cautious approach and to set aside provisions and recognise impairment losses for the distributed ➤ the Operations & Maintenance business enjoyed strong energies businesses and notably for the heat pump and wood growth owing primarily to the full consolidation of Reetec, space heater activities (see Note 1 to the consolidated fi nancial since EDF Energies Nouvelles increased its shareholding in the statements for the year ended 31 December 2010 as included in company to 72% during the fi rst half of 2010. During 2009, Reetec section 20.1 of this registration document). was accounted for under the equity method;

➤ the DSSA business recorded an exceptionally strong year in 2010. Its main accomplishments were in the solar photovoltaic segment in France, with the sale of 44.2 MWp in ground-based plants and

The following table shows the Group’s revenues based on the primary geographic reporting segment:

(in millions of euros) 2009 2010

Europe 739.5 1,034.7 Generation 271.2 324.8 Operations & Maintenance 6.4 25.8 DSSA* 182.7 341.0 Distributed energies 279.2 343.1 Americas 433.6 538.6 Generation 90.9 136.3 Operations & Maintenance 27.8 29.0 DSSA* 314.9 373.3 TOTAL 1,173.1 1,573.3

* Development and Sale of Structured Assets.

(1) At 1 July 2010, Photon Technologies changed its name to EDF ENR Solaire.

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

(in millions of euros) 2009 2010

Generation 362.1 461.1 Operations & Maintenance 34.2 54.8 DSSA* 497.6 714.3 Distributed energies 279.2 343.1 TOTAL 1,173.1 1,573.3

* Development and Sale of Structured Assets.

Europe ➤ Development and Sale of Structured Asset revenues advanced from €182.7 million in 2009 to €341 million in 2010. This strong The Group’s revenues in Europe grew by 39.9% from €739.5 million growth was attributable to the size of the photovoltaic projects in 2009 to €1,034.7 million in 2010. This increase was attributable sold: to the following factors: – during 2009, the Group sold 11.6 MWp in roof-based projects ➤ electricity generation revenues advanced by 19.8% from (industrial and commercial roof arrays and farm buildings), as € € 271.2 million in 2009 to 324.8 million in 2010, representing an well as the Mangassaye project (5.1 MWp), increase of €53.6 million. The key factors driving this increase were: – during 2010, the group sold 15.7 MWp in roof-based and 44.2 MWp – the full-year contribution made by wind farms commissioned in ground-based projects (three tranches of the Gabardan project during 2009 in France (101.1MW net), Italy (27.2MW net), Turkey and one tranche of the Saint Symphorien project) for regulatory (22.5MW net), Greece (19.8MW net), Portugal (20MW net), the reasons; United Kingdom (19MW net) and Belgium (5.5MW net offshore), photovoltaic plants in France (18.5 MWp net) and Italy (9 MWp net) ➤ revenues generated by the Operations & Maintenance business and, lastly, a biogas power plant in France (1.4MW net), totalled €25.8 million during 2010. They came to €6.4 million during 2009. This increase was attributable to the fi rst- time – the commissioning during 2010 of new wind farms in Greece consolidation of Reetec in Germany, which is now fully (63MW net), Italy (36.8MW net), the United Kingdom consolidated, whereas it was accounted for under the equity (25MW net), France (20.7MW net), Turkey (17.1MW net) and method in 2009; Germany (4.6MW net). In the solar photovoltaic segment, 2010 brought a very strong increase in newly commissioned facilities ➤ the revenues posted by EDF Energies Nouvelles Réparties and (127.8 MWp net) in Italy (58.1 MWp net), France (42.2 MWp net), its subsidiaries during 2010 came to €343.1 million, up from Spain (21.5 MWp net) and Greece (6 MWp). €279.2 million in 2009, representing an increase of 22.9%. This increase of €63.9 million derived chiefl y from: In addition, the Jarry and Saint-Martin thermal power plants were deconsolidated during 2010. At comparable scope, Generation – the upbeat performance of the solar photovoltaic activities revenues in Europe rose by 25.6%. conducted by EDF Energies Nouvelles Réparties SA, EDF ENR Solaire and Tenesol. Business growth in sales of building-integrated Consolidated annual output in Europe came to 3.31 TWh during solar systems (EDF ENR SA and EDF ENR Solaire) derived from 2010 (i.e. 19.6% more than in 2009 and 25.3% more excluding the the development of turnkey facilities for consumers (BtoC) Jarry and Saint-Martin facilities). Output recorded at the generation and higher sales to businesses (BtoB). Illustrating this point, facilities already in operation at 1 January 2009 (since the EDF ENR Solaire completed 3,759 consumer installations in comparison is more challenging than for those commissioned 2010 compared with 3,460 during 2009, and installed 13.6 MWp since) was broadly better in 2010 than in 2009, especially in wind in capacity for businesses, compared with 6.5 MWp in 2009. energy in Portugal and in the hydro segment in Bulgaria. On the In addition, the Tenesol group also has had a good year, with pricing front, the United Kingdom saw a positive price effect, with growth in sales of modules in Europe, especially in Germany and wholesale electricity rates starting to rise in the second half, after as Italy, bottoming out in 2009. – conversely, the wood space heater (Supra) and heat pump (Ribo) businesses suffered a contraction. Both these businesses had a tough year. Supra and Ribo were hit by the economic conditions, which naturally had a stronger impact on investment than on consumer spending, and were also affected by the reduction in the associated tax credit.

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Americas 2010 output in the Americas totalled 2.82 TWh, up 31.8% compared with 2009. The Group’s revenues in the Americas came to €538.6 million ➤ in 2010, compared with €433.6 million in 2009, representing an The revenues posted by the Development and Sale of Structured € increase of 24.2%. At constant exchange rates, revenues rose by Assets (DSSA) business moved up from 314.9 million in 2009 € 17.7%. to 373.3 million in 2010, representing a rise of 18.6%. The key factors were as follows: ➤ Generation revenues moved up from €90.9 million in 2009 to €136.3 million in 2010, representing an increase of almost 50% – the principal contributors during 2009 were the sale of the Crane owing chiefl y to: Creek (99MW) and Spearville II (48MW) wind energy projects and the sale on a percentage-of-completion basis of the Linden – the full-year impact of the entry into service during 2009 of the (50MW) facility, Hoosier wind farm (106MW net) in the United States and of a tranche of the La Ventosa facility (37.5MW net) in Mexico, – the 2010 fi gure mainly refl ected the sale of the 201MW Nobles wind energy project; – the commissioning during 2010 of the East & West Elmsley and Saint Isidore A solar farms in Canada, with a total capacity of 35.3 ➤ revenues from the Operations & Maintenance business stabilised MWp, the Beacon biogas project (50MW net) in the United States at a high level, after two years of strong growth. They went and the second part of the La Ventosa wind farm (30MW net), and up 4.3% from €27.8 million in 2009 to €29 million in 2010. At constant exchange rates, they remained almost stable. – positive currency effects. At constant exchange rates, revenues At 31 December 2010, over 4,800MW in capacity and 5,300 rose by 40.9%. turbines were covered by Operations & Maintenance contracts for the Group’s own account and for third parties.

9.2.2 EBITDA (1)

EBITDA came to €455.1 million in 2010, up from €334.2 million in future expansion. The volume of the development and corporate 2009, representing an increase of 36.2%. Excluding non- recurring expenses is now expected to stabilise. items (€20.3 million in negative goodwill resulting from the In EDF Energies Nouvelles Réparties, the healthy profi ts generated acquisition of the Monte Grighine wind farm in 2009 and from sales of building-integrated solar systems were depressed by €13.2 million in provisions for provisions for contingencies and the diffi culties encountered in heat pumps and wood space heaters. losses in 2010-see Note 1 to the consolidated fi nancial statements EDF ENR’s EBITDA slumped from €24.8 million to €2.6 million, included in section 20.1 to this registration document), the increase representing a decline of €22.2 million. The solar businesses came to 49.2%. The principal factors driving this trend were as posted EBITDA of €22.8 million (compared with €19.9 million follows: in 2009), while the heat pump and wood space heater business ➤ the expansion in the Group’s business activities, notably in racked up a loss of €7 million in 2010 (compared with EBITDA of its Generation, Development and Sale of Structured Assets, €4.8 million in 2009). These fi gures also include €13.2 million in Operations & Maintenance business, which contributed an provisions for contingencies and losses for these businesses. increase of €192.6 million; The highlights of 2010 were: A geographical analysis shows that the EBITDA contribution made – expansion in the Generation business, which was attributable to: by Europe went up from €215.4 million in 2009 to €254.1 million to 2010, representing an increase of 18%. Excluding non-recurring – a modest full-year contribution from the timing of the items recorded in 2009 and 2010, EBITDA moved up 37%. As a commissioning of facilities during 2009 (particularly in result, the EBITDA contribution made by the Americas region Europe), which took place early on during the year, surged from €118.8 million in 2009 to €201 million in 2010, – the commissioning of most new plants towards the end of the representing an increase of 69.2%. At constant exchange rates, the year during 2010, and EBITDA generated by the Americas amounted to €187.4 million, representing an increase of 57.6%. – changes in the scope of consolidation, with the sale of the Jarry and Saint Martin thermal power plants and the shutdown of The EBITDA trend recorded in Europe was chiefl y attributable to the Mulhouse cogeneration plant, the impact of the new facilities commissioned during the year, combined with the full-year impact of those commissioned in the – a high level of project sales, especially ground-based photovoltaic previous year, even though this was limited by the timing of the projects in Europe and wind farms in the Americas. This commissioning of power plants. In addition, the sale of projects, remarkable performance made the 2010 fi nancial year unusual, notably ground- based photovoltaic and large roof arrays (industrial with the profi ts generated by activities signifi cantly exceeding and commercial roof arrays and farm buildings), made a very development and overhead costs; large contribution in 2010, and the EBITDA generated exceeded

➤ the strong increase in development and corporate expenses development and corporate expenses. Lastly, EBITDA for the 2010 compared with the previous year; During 2010, the Group invested fi nancial year also refl ects the provisions set aside for the heat heavily in order to bolster its pipeline of projects to prepare for its

(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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pump and wood space heater businesses, i.e. a provision for Creek project and the completion of the Nobles project (201MW). contingencies and losses of €13.2 million. In addition, the volume of Generation business rose owing to the commissioning of the La Ventosa project in Mexico, the full-year The trend in EBITDA in the Americas was attributable to healthy contribution from solar power plants commissioned in Canada sales of projects, notably with the end of the construction stage of during 2009 and the fi rst-time consolidation of the Beacon biogas the Linden project (50MW), the fi nal profi ts recorded on the Crane project (50MW).

9.2.3 DEPRECIATION AND AMORTISATION

Net depreciation and amortisation increased by €43.6 million from the wind farms that entered service during the year and the full-year €103.3 million in 2009 to €146.9 million in 2010. This rise was impact of those that were commissioned during 2009. attributable to the depreciation of non-current assets constituting

9.2.4 IMPAIRMENT LOSSES

During 2010, impairment of assets and goodwill represented a total were primarily set aside (€18.5 million) for the heat pump and wood cost of €20.7 million compared with €0.7 million in 2009. They space heater businesses, which experienced a tough year.

9.2.5 OPERATING INCOME

Geographic area (in millions of euros) 2009 2010

Europe 146.7 140.1 Americas 83.4 147.3 TOTAL 230.1 287.4

The Group’s operating income came to €287.4 million in 2010, goodwill on the Monte Grighine acquisition in 2009 and provisions compared with €230.1 million in 2009, representing an increase for contingencies and losses and impairment losses recognised on of 24.9% including impairment losses and provisions set aside to Supra and Ribo in 2010 - see Note 1 to the consolidated fi nancial cover the Distributed Energies businesses (€31.7 million). statements included in section 20.1 of this registration document), the increase came to 35.9%. Europe Americas The Group’s operating income from its operations in Europe fell back from €146.7 million in 2009 to €140.1 million in 2010, The operating income generated by the Group in the Americas region representing a decrease of 4.5%, because it was affected by the went up from €83.4 million in 2009 to €147.3 million in 2010, which impact of provisions and impairment losses for the Distributed represented an increase of 76.6%. At constant exchange rates, Energies businesses. Excluding non-recurring items (negative revenues rose by 64.2%.

9.2.6 NET FINANCIAL INCOME/(EXPENSE)

Net fi nancial expense came to €140.9 million in 2010, compared ➤ and in 2010: a provision of €13.1 million for impairment in the with €104.0 million in 2009. loans granted to minority shareholdings, whose recoverability appears uncertain. This increase refl ected the following non-recurring items:

➤ in 2009: a provision of €20.3 million covering the fi nancial Excluding these non-recurring items, the Group recorded net € receivables due to the Group from Silicium de Provence (SilPro), fi nancial expense of 127.8 million in 2010, compared with net € in which EDF Energies Nouvelles holds an indirect minority expense of 83.7 million in 2009, representing an increase of € shareholding; 52.7% or 44.1 million attributable to: ➤ the increase in interest expense net of investment income came to €40.7 million: it rose from €80.9 million in 2009 to €121.6 million in 2010 owing to the increase in debt arising from the commissioning of power plants in 2009 and 2010;

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➤ the recognition in 2010 of the change in the fair value of ➤ other income and expenses, which represented a net expense of derivatives, which represented a gain of €1.4 million, as opposed €4.6 million in 2009, came to a net expense of €7.6 million in to a gain of €1.8 million in 2009, representing a negative change 2010, representing a negative change of €3 million. of €0.4 million;

9.2.7 INCOME TAX

Income tax expense amounted to €61.4 million in 2010, up from ➤ the following effects, leading to an increase in the effective tax €21.4 million in 2009, based on income before tax of €146.5 million, rate: compared with €126.1 million in 2009. The Group’s effective tax rate – the non-recognition of deferred tax assets on provisions for stood at 41.9%, up from 16.96% in 2009. contingencies and losses and asset impairment affecting the The strength of this very strong fl uctuation in the effective tax rate Distributed Energies businesses, on the previous year was primarily attributable to three factors: – the reduction in the “Tremonti ter” tax credit recognised in 2009 ➤ only €1.8 million in deferred tax assets were created by the in Italy, impairment losses recognised on the EDF ENR businesses in 2010, which reduced income before tax by €44.8 million. Adjusted – the permanent non-deductibility for tax purposes of certain for these items, the effective tax rate stood at 33%. This still expenses, notably including:

represents an increase on the level recorded in the previous year; – the non-deductibility in Mexico of the infl ation effect, and

➤ during 2009, the Group enjoyed the benefi ts of substantial tax – non-deductible expenses in Greece, reductions, notably the fact that the negative goodwill arising from the Monte Grighine acquisition was not taxable, an exceptional – the effect of not recognising certain tax losses, the recoverability tax credit in Italy, and in the United States it recovered tax credits of which is either uncertain or limited to a specifi c period; concerning the 2006-2008 period via a carry-back transaction. ➤ the following effects, leading to a reduction in the effective tax rate: During 2010, it recorded far smaller tax reductions; – non-recurring exceptional income that is not taxable in France, ➤ during 2010, the regions characterised by high tax rates, notably notably the capital gain on the disposal of the Jarry and Energies the United States and France, recorded strong levels of income Saint Martin thermal power plants, before tax, which consequently pushed up the Group’s average tax rate. – the use of tax credits in the United States (PTC and ITC) earned in connection with the operation of wind farms, A more detailed analysis shows that the difference during 2010 between the effective tax rate of 41.89% and the statutory tax rate – the lower tax rates in several countries in which the Group in France of 34.43% was attributable to: operates (chiefl y the United Kingdom, Bulgaria, Portugal and Turkey),

– environment tax credits in Spain,

– research tax credits in France.

9.2.8 SHARE IN INCOME OF EQUITY AFFILIATES

The contribution made by equity affi liates went from a loss of fi rm performance of the Gent bioethanol plant, which had already €0.2 million in 2009 to a gain of €0.4 million in 2010. The 2010 been seen in the second half of 2009 and which enabled the Belgian results recorded by 25%-owned subsidiary Alcogroup were in group to stabilise its results at close to breakeven point in 2009, positive territory owing to the uptrend in ethanol prices and the after racking up losses during the fi rst half.

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9.2.9 NET INCOME

Net income came to €85.6 million in 2010, down from €104.5 million recognition in 2009 of the consequences of the shutdown of the in 2009, representing a decline of €18.9 million. Excluding the SilPro project, which had an impact of €20.3 million; excluding negative impact of the €43 million in impairment losses recognised these non-recurring items, the increase between 2009 and 2010 on the Distributed Energies businesses in 2010, which are described came to €44.1 million or 52.7%; in more detail in relation to the aforementioned income statement ➤ income tax expense rose by €40 million, moving up from items, net income before minority interests came to €128.6 million. €21.4 million to €61.4 million. During 2010, income tax expense Trends in net income before minority interests were attributable to rose signifi cantly for several reasons: the impairment losses the following factors: recognised on the Distributed Energies businesses against

➤ operating income rose from €230.1 million in 2009 to operating income, gave rise to a deferred tax asset of just € €287.4 million in 2010, representing an increase of €57.3 million 1.8 million; excluding this effect, the effective tax rate stood or 24.9%, primarily owing to expansion in the generation at 33%. The Group did not benefi t from as many tax credits and business and the sale of projects; it also refl ected €31.7 million tax incentives as it did in the previous year. Lastly, the regions in impairment losses recognised in 2010 on the heat pump characterised by high tax rates, notably the United States and and wood space heater businesses. During 2009, operating France, recorded strong levels of income before tax, which income had been boosted by €20.3 million in negative goodwill consequently pushed up the Group’s average tax rate;

recognised on the Monte Grighine acquisition. Without these ➤ the share in income of equity affi liates represented a gain of items, operating income would have posted an increase of 52.1% €0.5 million, compared with a loss of €0.2 million in 2009. from €209.8 million in 2009 to €319.1 million in 2010; This improvement was chiefl y attributable to the improved

➤ net fi nancial expense rose by €36.9 million to €140.9 million. performance of the Alcogroup in Belgium, which is active in This increase was attributable to the rise in interest expense net of biofuels. income from investments and refl ected a €13.1 million provision After restating for the negative impact of the €43 million in for impairment in the fi nancial receivables from shareholdings impairment losses recognised on the distributed energies assets, in the distributed energies sector set aside in 2010 and the 2010 net income came to €128.6 million.

9.2.10 MINORITY INTERESTS

Minority interests represented an expense of €20.5 million in and of €23.4 million on minority interests. Restated for this effect, 2010, putting net income at €85.6 million. The recognition of the net income came to €128.6 million and minority interests to various impairment losses in respect of the Distributed Energies €2.9 million. businesses had a negative impact of €43 million on net income

9.2.11 NET INCOME, GROUP SHARE

Net income, Group share increased by 8.4% from €97.9 million recorded in 2009 in relation to Silpro and the negative goodwill in 2009 to €106.1 million in 2010. The impact of the impairment stood at €12.3 million. Restated for these items, 2010 net income, on the Distributed Energies businesses recognised in the various Group share totalled €125.7 million, representing an increase of income statement incomes described above came to €19.6 million 46.8%. on net income, Group share. The impact of the non-recurring items

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9.3 Financial structure

The Group’s equity stood at €1,606.4 million at 31 December 2010, terms, the working capital requirement stood at €471.8 million up from €1,572.5 million at 31 December 2009. The increase of at 31 December 2010, €165.3 million of which comprised €33.9 million was predominantly attributable to the €85.6 million inventories, €34.3 million work in progress net of advances in net income for the year, the negative impact of the €32.7 million received, €93.3 million advances paid and various other in dividend payments made during 2010 in respect of 2009, the receivables and €178.9 million trade payables; €25.6 million rise in translation differences owing essentially to ➤ the investments made over the period: €1,217.2 million, a appreciation in the US dollar, the decrease of €35.6 million in the broadly similar amount compared with the €1,318.6 million derivative fair value hedging reserve and, lastly, changes in the recorded in 2009. Investments are calculated net of amounts paid scope of consolidation and other movements, which had a negative to suppliers of non-current assets. The investments committed impact of €9 million. during 2010 in wind energy (and other technologies) amounted Net debt stood at €3,644.7 million at 31 December 2010, up from to €590.4 million, representing 48.5% of investments, plus €2,766.5 million at 31 December 2009. €554.9 million in the solar energy segment, representing 45.6% € During 2010, the €878.2 million rise in net debt was chiefl y of investments. A total of 71.9 million, i.e. 5.9%, was invested attributable to: in EDF Energies Nouvelles Réparties’ business activities, notably at Tenesol; ➤ the operating cash fl ow generated during the fi nancial year: €343.2 million; it accounted for 75.4% of EBITDA, which ➤ payment of the dividend: €(32.7) million; represents a high level because the income tax payable on the ➤ changes in the scope of consolidation: €(40) million, including previous year’s earnings was not very high and because of the the fi rst-time consolidation of Beacon, which houses a 50MW amounts set aside for provisions; project in the United States; ➤ the reduction in the working capital requirement: €179.2 million ➤ other items (€105.9 million), owing notably to the impact of owing chiefl y to the allocation of turbines held in inventory €64.7 million in currency fl uctuations and of €38.8 million in at 31 December 2009 to US wind energy projects. In absolute changes in the fair value of interest-rate derivatives.

9.4 Liquidity and capital resources

The following table summarises the Group’s cash fl ows during the years ended on 31 December 2009, and 2010 (IFRSs):

(in millions of euros) 2010 2009

Net cash fl ow from operating activities 594.9 107.3 Net cash fl ow from investing activities (1,086.7) (1,291.1) Net cash fl ow from fi nancing activities 387.3 1,166.4

NET CASH FLOW FROM OPERATING ACTIVITIES

Net cash fl ow from the Group’s operating activities amounted increase in depreciation, amortisation and additions to provisions to €594.9 million in 2010, up from €107.3 million in 2009. owing mainly to the large number of projects commissioned in 2010 This increase was attributable fi rstly to a steep decrease in the and, lastly, the trend in interest expense on fi nancing operations, working capital requirement as a result of the allocation of turbines which mainly refl ected interest payments, bank charges and held in inventories at 31 December 2009 to wind energy projects, an leasing-related income and expenses.

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NET CASH FLOW FROM INVESTING ACTIVITIES

In 2010, net cash fl ow from investing activities came to Italy, Greece and Canada, and, secondly, to the impact of several €(1,086.7) million, compared with €(1,291.1) million in 2009. This sales of leases in France and Italy, as well as asset disposals in change was attributable fi rstly to business expansion, which led to France. numerous very signifi cant investments in the United States, France,

NET CASH FLOW FROM FINANCING ACTIVITIES

Net cash fl ow from fi nancing activities amounted to €387.3 million borrowings compared with €1,957 million in 2009, while in 2010, compared with €1,166.4 million in 2009. €2,281.7 million in existing borrowings were repaid, compared with €694.1 million in 2009. In addition, investment committed during the year was fi nanced partly through €2,802.5 million in new bank loans and other

9.5 Debt structure

The following table summarises the Group’s debt structure in the years ended 31 December 2009 and 2010:

(in millions of euros) 2009 (restated) 2010

Borrowings from credit institutions 3,003.0 3,687.5 Other borrowings 372.6 452.5 Accrued interest 4.5 24.2 BORROWINGS (1) 3,380.1 4,164.2

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

The nature of the borrowings from the EDF was redefi ned, leading (€124 million), Italy (€103.4 million), Mexico (€102.5 million), during 2010 to a reclassifi cation of €640 million from “Other the United Kingdom (€77.3 million) and Canada (€29.8 million); borrowings” to “Borrowings from credit institutions” (see Note 21 ➤ the repayment of borrowings (€2,162.6 million), chiefl y in France to the consolidated fi nancial statements). The fi gures for 2009 (€1,933.1 million), Greece (€116.3 million), Italy (€55.7 million) shown in the above table and in the commentaries below have been and Portugal (€22.5 million); restated for this reclassifi cation to facilitate comparisons between the two years. ➤ the change in other borrowings, which increased by €89.9 million; At 31 December 2010, borrowings amounted to €4,164.2 million and € compared with 3,380.1 million at 31 December 2009, representing ➤ other movements (notably the impact of changes in the scope of an increase of €784.1 million. This increase arose from the consolidation and translation differences), which accounted for substantial investments made during 2010 in wind and solar farms the remainder. intended to be kept by the Group. This change derived primarily from:

➤ new borrowings arranged with credit institutions (€2,798.2 million), mainly in France (€2,188.9 million), Greece

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The following table summarises the Group’s debt structure in the years ended 31 December 2009 and 2010:

(in millions of euros) 2009 (restated) 2010

Borrowings 3,415.0 4,199.0 Fair value of derivatives held as liabilities 55.8 96.4 Fair value of derivatives held as assets (5.8) (9.4) Short-term fi nancial receivables (net of provision) (232.2) (270.6) Cash and cash equivalents on balance sheet (466.3) (370.7) NET DEBT 2,766.5 3,644.7

9.6 Off-balance sheet commitments

The Group applies the Autorité des marchés fi nanciers’ ➤ off-balance sheet commitments related to fi nancing activities; recommendation on the presentation of off-balance sheet and commitments. The Group classifi es them into three categories: ➤ off-balance sheet commitments related to changes in the scope ➤ off-balance sheet commitments related to the Company’s of consolidation. operating activities;

9.6.1 OFF-BALANCE SHEET COMMITMENTS RELATED TO THE COMPANY’S OPERATING ACTIVITIES

Business orders

Between In less than one year and More than fi ve Business orders in millions of euros 2009 2010 one year fi ve years years Orders of panels, turbines and fuels 2,089 1,733 707 1,006 20 Operating leases - Lessee 78 191 39 43 109 Long-term services and Commercial commitments 225 198 61 70 67 Success fees under partnership agreements 44 33 14 11 8 Other 84---- TOTAL BUSINESS ORDERS 2,520 2,155 821 1,130 204

The Group has secured its purchases, predominantly of turbines and solar photovoltaic farms. The nominal amount of such contracts is photovoltaic modules, using multi-year fi rm contracts. Accordingly, shown, without any indexation or update. the Group has undertaken to purchase and the third parties have As part of the development of projects, the Group may sign undertaken to deliver these assets. partnership agreements with third parties. When the percentage The Group enters into long-term operating leases, primarily for the of completion of projects renders likely a payment to these third rental of land in connection with the establishment of wind and parties, a success fee is assessed.

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Contingent guarantees and commitments related to the Company’s operating activities

(in millions of euros) 2009 2010

Guarantees given 249 350 Other 52 117 TOTAL CONTINGENT GUARANTEES AND COMMITMENTS 301 467

The Group issues guarantees in connection with the construction The total amount of these guarantees stood at €350 million in 2010 contracts that it performs (site restoration guarantee in the event of compared with €249 million in 2009. Other commitments relate damage, completion guarantees, etc). primarily to the commitments given to unconsolidated subsidiaries and equity affi liates.

9.6.2 OFF-BALANCE SHEET COMMITMENTS RELATED TO FINANCING ACTIVITIES

(in millions of euros) 2009 2010

Credit lines not drawn down - 1,031 Borrowings signed but not drawn down 578 574 TOTAL FINANCING COMMITMENTS RECEIVED 578 1,605

Off-balance sheet commitments linked to fi nancing activities which have not yet been drawn down and do not appear on the include unused credit lines granted by banks, as well as borrowings balance sheet. already signed for the construction of wind farms, for example, but In addition, when fi nancing is awarded, collateral and security arrangements are required by the lenders.

Amount of pledged Balance sheet corresponding % Type of security arrangement (in millions of euros) assets (1) heading (2) (1)/ (2)

On property, plant and equipment 3,335 4,743 (a) 70% On fi nancial assets 27 (b) -(b) n.a.

n.a.: not applicable (a) 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 2010. 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. (b) In certain cases, these relate to shares in the Group’s subsidiaries carrying the debt. When these entities are consolidated, the Group decided to state the value of the underlying assets in the pledge of property, plant and equipment. Since the securities are eliminated from the consolidated balance sheet, the assets held by the entity whose shares are pledged replace them.

The pledge of fi nancial investments represents investments in equity affi liates, which are pledged.

9.6.3 OFF-BALANCE SHEET COMMITMENTS RELATED TO CHANGES IN THE SCOPE OF CONSOLIDATION

(in millions of euros) 2009 2010

Contingent commitments given to purchase securities 32.2 48.8 TOTAL 32.2 48.8

Commitments to purchase securities refl ect the call options not recognised on the balance sheet because the pre-conditions for exercise of these options have not yet been satisfi ed. To the best of the Company’s knowledge, there were no other signifi cant off-balance sheet commitments other than those described above 31 December 2010.

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9.7 Financial information concerning EDF Energies Nouvelles SA

9.7.1 OPERATING AND FINANCIAL REVIEW

Revenues Net exceptional items showed a loss of €0.4 million in 2010, compared with a gain of €4.6 million in 2009. The gain recorded The revenues recorded by EDF Energies Nouvelles SA, the Group’s in 2009 notably refl ected the partial disposal (2.5% interest) of the € holding company, came to 30.9 million in 2010, down from investment held in C-Power (offshore wind energy). During 2010, € 31.9 million in 2009. the Company did not carry out any exception transactions. Its revenues primarily comprise services provided or passed on to Net income for 2010 came to €38.1 million, compared with Group subsidiaries (for example, guarantees given by the Company €30.8 million in the previous year. to fi nancial institutions on behalf of subsidiaries, Statutory Auditors’ fees, research and development fees rebilled, sub-leasing) and management fees. The decline in revenues by comparison with the Equity and net debt previous year was attributable to the reduction in guarantees given. EDF Energies Nouvelles SA’s equity stood at €1,235 million at 31 December 2010, compared with €1,226 million at Earnings 31 December 2009. At 31 December 2010, retained earnings stood at €50.2 million and net income at €38.1 million. For 2010, EDF Energies Nouvelles SA recorded an operating loss of €9 million, compared with a loss of €4.9 million in the previous EDF Energies Nouvelles SA is playing an increasingly active role in year. This trend was notably attributable to the expansion in the fi nancing its subsidiaries and investments given the introduction of scope of the Company’s activities, the absence of any write-backs a cash pooling system just over four years ago. It provides some of of provisions and the reduction in guarantees given. the capital for wind and solar energy projects retained by the Group and grants advances to the Group’s subsidiaries to fi nance their Since it acts as the top holding company in the Group, working capital requirement, make payments on account to turbine EDF Energies Nouvelles SA’s operating profi t recorded by manufacturers and fi nance the construction periods for wind farms EDF Energies Nouvelles is structurally negative because it cannot prior to the arrangement of project fi nancing. pass on all of its operating expenses to its subsidiaries. For these transactions, the parent company holds partially EDF Energies Nouvelles SA posted net fi nancial income of used corporate credit lines and bank overdrafts amounting to € € 47.9 million in 2010, up from 28.9 million in 2009, representing €2,628 million, as well €200 million in available cash. an increase of €19 million. Since the Company has elected to use hedge accounting (comparable to IFRSs), it now records all foreign exchange gains and losses, whether they are positive or negative.

9.7.2 INDIVIDUAL FINANCIAL STATEMENTS OF EDF ENERGIES NOUVELLES SA FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

The individual fi nancial statements of EDF Energies Nouvelles SA for the fi nancial year ended 31 December 2010 are shown in Appendix 4 of the registration document.

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9.7.3 STATUTORY AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS OF EDF ENERGIES NOUVELLES S.A. FOR THE YEAR ENDED 31 DECEMBER 2010

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 2010, 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 2010 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 it was correctly applied at year-end.

Tax consolidation Note 5.10 “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.

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Derivatives and hedge accounting Note 5.7 “Derivatives and hedge accounting” to the fi nancial statements describes the accounting treatment with respect to derivatives. We have assessed that the policies used by the Company as well as the information provided in the notes to the fi nancial statements are appropriate and ensured that these policies were correctly applied. 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.

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. The Statutory Auditors

Paris La Défense and Paris, 8 February 2011 KPMG Audit Department of KPMG S.A. Alain Martin & Associés Catherine Porta Alain Martin Partner Partner

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9.7.4 FIVE-YEAR FINANCIAL HIGHLIGHTS

2006 2007 2008 2009 2010

Share capital at end of year Share capital 99,287,574 99,287,574 124,109,466 124,109,466 124,109,466 Number of ordinary shares in issue 62,054,734 62,054,734 77,568,416 77,568,416 77,568,416 Number of preference shares (without voting rights) in issue ----- 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 Revenues excl. taxes 14,160,095 14,086,520 20,799,432 31,909,910 30,871,417 Income before tax, employee profi t-sharing, depreciation, amortisation and provisions 9,105,169 80,974,314 65,586,727 48,432,963 18,162,294 Income tax 310,553 (74,250) 621,250 2,203,573 (485,157) Employee profi t-sharing for the fi nancial year ----- Income after tax, employee profi t-sharing, depreciation, amortisation and provisions (322,237) 57,651,549 34,337,860 30,825,805 38,050,727 Dividend paid 6,826,020 16,134,231 20,943,472 29,475,998 32,578,735 Earnings per share Income after tax and employee profi t-sharing, but before depreciation, amortisation and prov. 0.15 1.3 0.85 0.65 0.23 Income after tax, employee profi t-sharing, depreciation, amortisation and provisions (0.01) 0.93 0.44 0.397 0.49 Dividend per share 0.11 0.26 0.27 0.38 0.42 * Personnel Average headcount of employees during the year 66 72 76 82 107 Payroll costs during the year 5,001,966 4,725,543 6,329,226 6,566,193 9,886,731 Employee benefi ts paid for the fi nancial year (social security charges, charitable causes) 2,683,484 2,280,303 3,229,879 5,656,888 6,954,532

* Size of the dividend to be proposed at the Annual General Meeting on 27 May 2011.

9.7.5 CHANGES IN INVESTMENTS

The principal transactions conducted during 2010 related to the acquisition of an additional 44% in Reetec in Germany. This company was 28%-owned until 31 December 2009 and had been accounted for under the equity method. It is now fully consolidated based on a percentage interest of 72%.

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9.8 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 2010 by maturity:

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

Payment at 30 days 3,936 Payment between 30 and 45 days 7

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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, which is In addition, wind farm fi nancing contracts require an amount equal generally measured once or twice a year, refl ects the ratio between on average to six months of debt servicing to be held in a blocked (i) cash fl ow after payment of operating costs, maintenance capital account and a sum to be placed in reserve in a separate bank expenditures and tax expense, and (ii) debt servicing costs (interest account to cover major wind farm maintenance expenditure. and principal) during the relevant period. If the ratio falls below a certain level, the project company is not permitted to pay out Project fi nancing agreements usually also contain cash sweep dividends. The cash surplus is then kept in full in a reserve account (acceleration of repayments) and stand-by equity (reinjection of until the DSCR ratio returns to the minimum level required or is capital to restore the baseline scenario) clauses. Almost all project allocated to a partial prepayment of the borrowing in order to fi nance contracts include a loan acceleration clause, which is restore the debt service coverage ratio. 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 credit lines (excluding fi nancing At 31 December 2010, the Company was not in default in any of its arranged with EDF) contains loan acceleration clauses stating project fi nancing or corporate fi nancing commitments. various ratios, 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 a major change in the Company’s business activities. It is currently photovoltaic energy, is a market in which technology is rapidly being renegotiated by the parties for the period from 2011 to 2013. evolving. In order to maintain and grow its business, the Group must The cooperation with EDF includes work on optimising the have the ability to anticipate and keep pace with these technological performance of wind farms (wind measurement, technical studies advances. For this reason, the Group devotes signifi cant resources of turbines, studies concerning offshore installations, etc.), to research and development, which is one of the key success enhancements to the surface yield of photovoltaic cells and the factors in its sector of activity. development of lower-cost manufacturing processes, optimisation In this area, the Group draws notably on the EDF group’s research of roof-based photovoltaic installations and support for the and development teams. The Company and EDF thus entered into a development of projects harnessing marine energy. framework agreement during 2008 to structure their cooperation on During 2010, the budget devoted to research programmes renewable energy research and development programmes. conducted under this partnership with EDF amounted to almost This cooperation was structured around annual research €3 million. programmes to be agreed between the two parties. This contract As part of its expansion in distributed renewable energies, the Group is entered into for a period of three years, automatically renewable also entered into several research and development partnerships in one-year periods. This contract may be terminated unilaterally (see section 6.5.6(c)(ii) of this registration document). by EDF in the event of a change in EDF’s control of the Company or

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 The Company derives substantial benefi t from this agreement Company falls below 35% of the Company’s share capital or voting through its right to use the EDF Energies Nouvelles brand as its rights. corporate name. EDF is well-known worldwide and in France as

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12.1 Developments since the end of the 2010 fi nancial year

Information about the principal events that have occurred since the end of the 2010 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 may evolve or be modifi ed owing to uncertainties related to the with expansion in distributed energies, notably distributed solar, economic, fi nancial, accounting, competitive, regulatory and and development of future sources of growth in other renewable tax environments, and to weather conditions. Were certain risks energy segments, in line with the Group’s strategy presented in described in Chapter 4 of this registration document to materialise, section 6.3 of this registration document. The Group also intends they could have an impact on the Group’s business, fi nancial to pursue the expansion of its Development and Sale of Structured position, results of operations or on its ability to achieve its Assets business. objectives. The Group does not commit to, nor does it guarantee attainment of the objectives presented in this Chapter. In accordance with its business model emphasising profi table growth, the Group has set itself operational and fi nancial objectives.

OBJECTIVES OF THE GROUP

As part of its strategy of expanding in the green energy generation, ➤ for wind and solar energy projects in France, Portugal, Greece, the Group has set itself an objective of reaching an installed capacity Mexico and Canada and for solar energy projects in Italy: an of 4,200MW by year-end 2012 (all segments combined), including internal rate of return before tax on the project of over 10%; and at least 500 MWp in the solar photovoltaic segment, based on the ➤ for wind and solar energy projects in Turkey and the assets held for own account and following the disposal of assets United Kingdom and for wind energy projects in Italy: an internal in connection with its Development and Sale of Structured Assets rate of return before tax on the project of over 12%. business (1). The Group will continue to abide by the strict profi tability criteria it These internal rates of return are calculated over 20 years before has set itself: debt, excluding terminal value and not adjusted for infl ation. The Group’s Development and Sale of Structured Assets business ➤ 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 should produce suffi cient profi ts to cover on average at least 80% of 11%; the development and overhead costs incurred by the Group during each of the next two years.

(1) At 31 December 2010, the Group had 2,663.2MW in installed capacity for its own account and 672.0MW 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 2011 forecasts based on the fi nancial statements for the fi nancial year ended 31 December 2010 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 2010 fi nancial year and those used for the 2011 fi nancial year;

➤ an increase in installed capacity in 2011 taking into account capacities under construction at 31 December 2010, as discussed in Chapter 6 of this registration document, which are expected to enter service in 2011;

➤ 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 $1.32 and £0.85 for the euro; and

➤ the scope of consolidation at 31 December 2010. 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 2010, 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 2011 Based on the aforementioned assumptions, the Group aims to generate 2011 EBITDA of at least €560 million (1).

(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 13.1 of its Registration Document for the year ending 31 December 2010. 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 applied by EDF Energies Nouvelles and without taking into account the effect of IAS 32 and 39, related to valuation, accounting and presentation of fi nancial instruments and of 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. The Statutory Auditors

Paris La Défense et Paris, 25 March 2011

KPMG Audit Alain Martin et Associés Department of KPMG S.A. 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 2010:

Name Position Age Date of fi rst appointment Other appointments or duties performed in the last fi ve Number of shares Start date of current term of offi ce years that have now expired by the director or, where at 31 December 2010 Expiry date of term of offi ce appropriate, its permanent representative

Pâris Mouratoglou (1) 13 September 1990 Terms of offi ce or duties currently in progress Chairman of the Board of Directors 26 May 2010 France 70 years General meeting of the ➤ Co-manager of SCI FMK 1,000,025 shares shareholders voting on the fi nancial ➤ Chairman of Apollon Solar statements for the year ending ➤ Member of the supervisory board of Jacques Giordano 31 December 2015 Industries ➤ Representative of SIIF Présidente de Nexcis SA ➤ Director of PV Alliance SAS ➤ Chairman of the board of directors of Solarfoce ➤ Director of Tenesol (EDF Energies Nouvelles representative) International ➤ Manager of SIIF SARL (Luxembourg) Terms of offi ce that have expired ➤ Director of EURO SIIF ➤ 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) Société Internationale d’Investissements Financiers 30 June 2000 Terms of offi ce or duties currently in progress (SIIF) (1) represented by 26 May 2010 France Catherine Mouratoglou General meeting of the ➤ Chair of Bois Fleuri SAS 67 years shareholders voting on the fi nancial ➤ Chair of SAS Eurosiif SIIF: 18,463,284 statements for the year ending ➤ Representative of Eurosiif SA, Chair of SAS du Lac Alain Cami Mrs Mouratoglou: 800 shares 31 December 2015 International ➤ Chief executive offi cer of Energia Italia (Italy) ➤ Manager of SIIF SARL (Luxembourg)

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Name Position Age Date of fi rst appointment Other appointments or duties performed in the last fi ve Number of shares Start date of current term of offi ce years that have now expired by the director or, where at 31 December 2010 Expiry date of term of offi ce appropriate, its permanent representative Stéphane Tortajada (2) 15 September 2010 Terms of offi ce or duties currently in progress Director 15 September 2010 France 38 years General meeting of the ➤ Position: Director of Financing and Investments None shareholders voting on the fi nancial of the EDF group statements for the year ending ➤ Director and chairman of C3 31 December 2013 ➤ Director and chairman of EDEV ➤ Director and chairman of EDF Holding SAS ➤ Director of EDF International ➤ Director of Dalkia Holding ➤ Director and chairman of the audit committee of EDF Trading ➤ Director and chairman of GGF ➤ Director of NNB Holdco. ➤ Director of Lake Acquisition ➤ Director and chairman of Solifo International ➤ Director of British Energy plc Terms of offi ce that have expired ➤ Director of Big C ➤ Director of DTC Finances Elie Cohen (3) 18 September 2006 Terms of offi ce or duties currently in progress (France) Director 1 December 2006 ➤ Member of the supervisory board of Steria 61 years General meeting of the ➤ Director of Pages Jaunes 1 share shareholders voting on the fi nancial Terms of offi ce that have expired statements for the year ending ➤ Director of EDF Energies Nouvelles Réparties 31 December 2011 ➤ Director of Vigeo ➤ Director of Orange Pierre Richard (3) 18 September 2006 Terms of offi ce or duties currently in progress (France) Director 1 December 2006 ➤ Director of Generali France Holding 70 years General meeting of the ➤ Expert appraiser with the board of directors 31 shares shareholders voting on the fi nancial of the European Investment Bank statements for the year ending ➤ Member of the orientation committee and the offi ce 31 December 2011 of the Institut de l’Entreprise ➤ Chairman of the autumn festival in Paris 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 ➤ Director of Crédit du Nord ➤ Vice-chairman of the AFB (French banking association) and member of the FBF’s (French banking federation) executive committee ➤ Member of the board of directors and director of the Le Monde group, of Société Editrice du Monde and Le Monde Investisseurs ➤ Director of Air France-KLM EDEV (2) 11 October 2000 Terms of offi ce or duties currently in progress Director 30 May 2007 France Represented General meeting of the ➤ Position: Director of renewable energies for the EDF group by Olivier Petros shareholders voting on the fi nancial ➤ Director of Electricité de Strasbourg SA 55 years statements for the year ending ➤ Director of Hypios SAS EDEV: 38,784,194 shares 31 December 2012 O. Petros: no shares

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Name Position Age Date of fi rst appointment Other appointments or duties performed in the last fi ve Number of shares Start date of current term of offi ce years that have now expired by the director or, where at 31 December 2010 Expiry date of term of offi ce appropriate, its permanent representative Jean Thomazeau (1) 29 November 2005 Terms of offi ce or duties currently in progress Director 27 May 2009 France 71 years General meeting of the ➤ Director of Prodef, France 10,010 shares shareholders voting on the fi nancial International statements for the year ending ➤ Vice-chairman and director of Banque Safdie (Switzerland) 31 December 2014 ➤ Chairman of the board of directors of BNP Paribas (Egypt) SAE, (Egypt) Terms of offi ce that have expired ➤ Director of Bank of the West (United States) ➤ Director of Bancwest Corp. (United States) Thomas Piquemal (2) 11 October 2000 Terms of offi ce or duties currently in progress Director 15 April 2010 France 46 years General meeting of the ➤ Position: Group Executive Director in charge of 1 share shareholders voting on the fi nancial fi nance for the EDF group statements for the year ending ➤ Director of Fimalac 31 December 2012 ➤ Member of the supervisory board of RTE EDF Transport since 31 August 2010 International ➤ Member of LAZ-MD Holdings LLC ➤ Member of LFCM Holdings LLC ➤ Director of EDF Energy Holding Ltd since 1 April 2010 ➤ Director of EDF Energy UK Ltd since 1 April 2010 ➤ Vice-chairman of the supervisory board of ERDF since 6 May 2010 ➤ Member of the supervisory board of EnBW AG since 7 June 2010 ➤ Director of Edison SpA since 29 June 2010 ➤ Director of Transalpina di Energia since 29 June 2010 Terms of offi ce that have expired ➤ Managing partner of Compagnie Financière Lazard Frères SAS ➤ Managing partner of Lazard Frères SAS, ➤ Managing director and member of Lazard LLC ➤ Chairman of the board of directors of Vees - Chairman of the Board of Directors of VE Service-Ré ➤ Director of Veolia Propreté ➤ Director of Veolia Transport ➤ Member of supervisory boards A&B of Dalkia ➤ Member of the supervisory board of Dalkia France ➤ Member of the supervisory board of Eolfi ➤ Member of the supervisory board of Compagnie Générale des Eaux - Veolia Eau ➤ Director of Veetra ➤ Director of Veolia PPP Finance ➤ Chairman of Veolia Environnement Informations et Technologies ➤ Director of Veolia Environnement North America Operations ➤ Director of Veolia Environmental Services UK ➤ Director of Veolia Environnement UK ➤ Director of Veolia Environmental Services Holdings

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Name Position Age Date of fi rst appointment Other appointments or duties performed in the last fi ve Number of shares Start date of current term of offi ce years that have now expired by the director or, where at 31 December 2010 Expiry date of term of offi ce appropriate, its permanent representative Jean-Louis Mathias (2) 26 January 2007 Terms of offi ce or duties currently in progress (France) Director 14 January 2011 ➤ EDF Group Executive Director in charge of 63 years General meeting of the coordinating activities in France, as well as the IT, No shares shareholders voting on the fi nancial gas and renewable energies activities statements for the year ending ➤ Member of supervisory board “B” of Dalkia 31 December 2015 ➤ Chairman of the board of directors of Electricité de Strasbourg Other and international ➤ Director of Edison SpA Terms of offi ce that have expired ➤ Chief Operating Offi cer of EDF ➤ Chairman of the board of directors of EDEV ➤ Chairman of the board of directors of EDF Trading

(1) Members whose candidatures were proposed by the Mouratoglou group. (2) Members whose candidatures were proposed by the EDF group. (3) Independent directors.

Elie Cohen and Pierre Richard are independent directors as defi ned Pierre Richard (70 years) has been a director of the Company since in the AFEP-MEDEP corporate governance code and meet the criteria 2006. A graduate of the École Polytechnique, Ecole Nationale des laid down in the Board’s Internal charter. Ponts et Chaussées and the University of Pennsylvania, he began his career in the urban development department of Cergy-Pontoise, Thomas Piquemal was coopted as a replacement for EDF, which of which he became deputy head in 1970. A technical advisor in the resigned on 15 April 2010 for the residual maturity of its term offi ce of the Secretary of State for Housing between 1972 and 1974, of offi ce. Daniel Camus was coopted on the same day as a he became an advisor to the President of France for affairs involving replacement for Jean-Louis Mathias. He subsequently resigned local government, regional development, the environment, urban on 16 December 2010, and Jean-Louis Mathias was coopted on development and construction. Appointed in 1978 as director 14 January 2011. general for local government relations at the French Ministry of Olivier Petros was appointed as EDEV’s new permanent the Interior, he was involved in drafting decentralisation bills. representative on 11 May 2010. Lastly, following the resignation of As co-chairman of the Dexia group from 1996 to 1999, he became Corine Fau, Stéphane Tortajada was coopted as a new director on chairman of the group’s executive committee and managing director 15 September 2010. on 1 December 1999. From January 2006 to September 2008, he At its meeting on 11 October 2010, the Board of Directors renewed was chairman of the board of directors of Dexia SA. He is currently Pâris Mouratoglou’ duties as Chairman of the Board of Directors for a director of Generali France and an expert assisting the board of a term expiring no later than at the end of his term of offi ce as a directors of the European Investment Bank (EIB). director. Élie Cohen (61 years) has been a director of the Company since Catherine Mouratoglou (67 years) has been the permanent 2006. With a doctorate in political science and management, he representative of Société Internationale d’Investissements began a double career as a researcher and university lecturer. As Financiers (SIIF) on the Company’s Board of Directors since a student researcher at the Ecole des Mines and then researcher June 2000. She holds a degree in literature and art history from in the Centre for Sociological Innovation at the Ecole des Mines, he the University of Paris (Sorbonne), and is manager of Société joined the CNRS as research director in the Public Politics Research Internationale d’Investissements Financiers, which owns stakes Group at the University of Paris 1 and then at Cevipof (FNSP). As an in several hotel companies in France, along with its stake in EDF associate professor and then professor, Élie Cohen has taught at Energies Nouvelles. the Institut d’Etudes Politiques (macroeconomics, microeconomics, public economics, public politics, and public sector management), Jean Thomazeau (71 years) has been a director of the Company at the Ecole Normale Supérieure - Ulm (sociology of organisations), since 2005. A graduate of the Institut d’études politiques de Paris, at the Ecole Nationale d’Administration, at Harvard University Ecole Polytechnique and Stanford University, he began his career in (Political Economy) and at the Collège des Ingénieurs (industrial 1964 with the Morgan Guaranty Trust Co. in New York. During 1976, and fi nancial strategy). He is also a member of the Prime Minister’s he joined BNP where he became assistant director in 1977, deputy Economic Analysis Council. director in 1981 and departmental director in 1985. He took over responsibility for the management of operations in the Americas Jean-Louis Mathias (63 years) has been a director of the Company and Asia-Oceania in 1991 and then later of corporates, banks and since 2007. A graduate of the Ecole Polytechnique, Ecole Nationale risks, as well as the risk management department. In 1993, he de la Statistique et de l’Administration Economique and the holder became a member of BNP Paribas’ executive committee, assuming of a sociology degree, he joined EDF GDF Services in 1973, where he the role of presidential advisor from 2000 to 2003. went on to hold various positions, notably including branch manager

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in Aix-en-Provence and centre director in Paris. In 1992, he joined Executive Director in charge of fi nance in February 2010. Since the personnel and industrial relations department (covering both January 2010, he has been a member of Fimalac’s board of directors. EDF and Gaz de France) and was appointed as its director in 1996. Stéphane Tortajada (38 years) qualifi ed as an engineer at the In 1998, he became Commercial Director at Gaz de France before Ecole Nationale des Ponts et Chaussées and gained a postgraduate his appointment as Executive Vice-President Gaz de France Supply degree in corporate fi nance and international capital markets from Trading and Marketing in 2000. Since June 2002, Mr Mathias has the Institut d’Etudes Politiques in Paris. He is also a member of been Senior Executive Vice-President of the Gaz de France group. In the SFAF (French association of investment analysts). He began September 2004, he joined EDF as Senior Advisor to the Chairman his career in investment banking with HSBC, before joining Lazard and a member of the Executive Committee. In December 2004, in 2000 where he became Executive Director. From 2008, he was he was appointed as EDF’s Chief Operating Offi cer, responsible Chief Operating Offi cer of Casino Développement, responsible for for group integration, performance enhancement programmes the Casino group’s international development and real estate. Since and deregulated operations (notably production, marketing and July 2010, he has been Director of Financing and Investments at the services) in France. In December 2009, he was appointed as Group EDF group. Executive Director in charge of coordinating activities in France, as well as the IT, gas and renewable energies activities. He is also a Olivier Petros (55 years) graduated with a degree in political member of the supervisory board of Dalkia and chairman of the science and management. A former IHEDN auditor (French institute board of directors of Electricité de Strasbourg. of higher national defence studies), he began his career at EDF in the infrastructure department, then joined the fi nance department Thomas Piquemal (40 years) is a graduate of the ESSEC business as head of European markets in the fi nancing and treasury school. He began his career in 1991 with audit fi rm Arthur Andersen. department. In 1991, he joined the international department In 1995, he joined the Mergers and Acquisitions department of responsible for strategic planning and fi nancial affairs. He set up Lazard-Frères. He went on to become its managing partner fi ve the mergers and acquisitions unit. From May to December 1995, he years later. He then participated in Veolia’s major strategic fi nancial was international advisor to the French secretary of state for foreign transactions, including the restructuring of its share capital and the affairs in Alain Juppé’s fi rst government. From 1996 to 2001, he was Dalkia/ EDF link-up. In 2008, he took charge in London of the strategic head of mergers, acquisitions and disposals at the EDF group. From partnership between Lazard and US investment fund Apollo. In 2001 to 2003, he was managing director of the European mergers January 2009, Thomas Piquemal joined Veolia Environnement as & acquisitions unit and senior banker at Deutsche Bank based in Deputy Chief Executive Offi cer in charge of fi nance and joined the London. From 2005, he was deputy director of strategy at the EDF Group’s Executive Committee. He was appointed as EDF’s Group group. Since May 2010, he has been the EDF’s group director of renewable energies.

14.1.2 CHAIRMAN OF THE BOARD OF DIRECTORS

On 13 September 1990, the Board of Directors appointed Pâris company built and operated approximately 50 hydroelectric plants Mouratoglou as Chairman. He was also the Company’s CEO until in Europe. In 1983, together with Vivendi, he founded Sithe in the July 2006. United States, which has grown to become one of the world’s largest private-sector electricity generators. In 1991, he founded SIIF, a Pâris Mouratoglou (70 years) is a graduate of the École company specialising in building and operating thermal and hydro Polytechnique. He began his career as an economist, before power plants in France. In 1998, he set a new strategic course for joining property developer Grands Ports de France as a partner and SIIF, focusing on the renewable energies sector, and wind energy in manager. In 1979, he founded Energies en France in conjunction particular. Within a few years, SIIF (renamed EDF Energies Nouvelles with Lazard Frères and then with Compagnie Générale des Eaux. The 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 2010:

Name Position Age Date of fi rst appointment Other terms of offi ce or duties performed (outside the Group) Number of shares Start date of current term of offi ce Terms of offi ce held over the past fi ve years at 31 December 2010 End date of term of offi ce that have now expired

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 42 years 31 December 2012 326,385 shares Yvon André 23 April 2002 Terms of offi ce in progress Chief Operating Offi cer (France) 1 January 2010 ➤ Director of Alcogroup (Belgium) 60 years 31 December 2012 ➤ Director of C-Power (Belgium) 99,900 shares ➤ Director of Finance Consult ➤ Member of Nexcis’ Executive Committee 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 (Industry) 1 January 2010 ➤ Member of Géothermie Bouillante SA’s technical committee 53 years 31 December 2012 Terms of offi ce that have expired 2,913 shares ➤ Director of Géothermie Bouillante SA (Guadeloupe) ➤ Member of the supervisory committee of ECK (Poland) Olivier Paquier 1 October 2009 Terms of offi ce in progress Chief Operating Offi cer (Distributed energies) 1 January 2010 ➤ Director of PV Alliance 46 years 31 December 2012 ➤ Director of Nexcis SAS No shares ➤ Member of the executive committee of Apollon Solar SAS ➤ Director of Solepi ➤ Chairman and director of Tenesol 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 ➤ Member of EDF PEI’s orientation committee ➤ Member of Dunkerque LNG’s executive committee ➤ CEO of ERDF International

David Corchia (42 years) has been the Company’s CEO since He started his career with Banque Petrofi gaz, a subsidiary of July 2006. He is a graduate of the Ecole Nationale des Ponts et BNP Paribas and Gaz de France, where he held various positions Chaussées, and started his career with BNP Paribas as a banker in the fi nance department and in operations. In 1996, he became specialising in project fi nance. In 1995, he joined JP Morgan, where CEO of Cogetherm, an EDF subsidiary specialising in cogeneration. he was made head of Energy and Environment (France) in 2000. In 2001, he was made deputy CEO of EDEV. In 2004, he joined the EDF Energies Nouvelles group as Chief Christophe Geffray (53 years) has been the Company’s Chief Operating Offi cer. In July 2006, he was appointed Chief Executive Operating Offi cer, Industry since August 2006. He graduated from Offi cer of the Company. the Ecole d’ingénieur électricien in Grenoble and studied nuclear Yvon André (60 years) has been the Company’s Chief Operating engineering at the Massachusetts Institute of Technology. He began Offi cer since 2002. Mr André is a graduate of Institut Commercial his career working on the launch of the nuclear units at Gravelines de Nancy and Centre de Perfectionnement des Affaires (CPA Paris). before holding several management positions in power plants,

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working in coal in Pont sur Sambre, in natural gas in Dunkerque offi ce and then the fi nancial operations offi ce. He then moved to the and in 2000 as director of the Gravelines nuclear site. He gained Treasury, working as fi nancial attaché for CIS countries in Moscow international experience while working for three years in Atlanta before becoming head of the Africa, Caribbean, Pacifi c-Franc Zone in the United States during the 1990s for a subsidiary of EDF, offi ce in 1998 and then head of the insurance company offi ce in Framatome and Westinghouse. He served as director of human 2001. In 2002, he was appointed deputy head of insurance in the resources for EDF International & Gaz from June 2004 to 2006. Treasury management team. In 2003, he became head of the EDF’s group treasury and subsidiary fi nancing division, and in 2005 he Olivier Paquier (46 years) has been Chief Operating Offi cer of the was made head of EDF’s M&A and structured fi nance division. Group’s Distributed energies operations since October 2009. He From 2006 to 2009, he was EDF’s permanent representative on the is a graduate of the École Nationale d’Administration (ENA) and Company’s Board of Directors. started his career in the forecasting department of France’s Ministry of the Economy and Finance as deputy to the head of the external

14.1.4 EXECUTIVE COMMITTEE

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

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. In addition, EDEV (a wholly-owned subsidiary of EDF) has a seat As well as EDF being one of its main customers, the Group has on the Company’s Board of Directors, and Stéphane Tortajada, credit lines issued by, as well as partnerships with EDF group Thomas Piquemal and Jean-Louis Mathias, all directors of the entities, particularly in R&D and projects (see Chapter 22 of this Company, also have management positions within the EDF group. registration document). In addition, in accordance with the terms To the best of the Company’s knowledge, and excluding the above, of the agreements between EDF and Pâris Mouratoglou, the EDF there was no potential confl ict of interest between the duties with group owns 50% of the Company’s share capital and voting rights respect to the Company of members of the Board of Directors, the and is its principal shareholder (see section 18.4 of this registration CEO and the COOs and their private interests and/or other duties at document). the date of this registration document. It is conceivable that EDF and its subsidiaries may encounter a 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 2009 and 2010 (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 Directors’ attendance fees Directors’ attendance fees 2009 2010

Société Internationale d’Investissements Financiers, Director None None represented by Catherine Mouratoglou Pâris Mouratoglou Chairman of the Board None None of Directors Thomas Piquemal Director None None EDEV represented by Olivier Petros Director None None Pierre Richard Director €15,000 + €25,000 paid in €15,000 + €25,000 paid in January 2010 (1) January 2011 (1) Elie Cohen Director €15,000 + €25,000 paid in €15,000 + €25,000 paid in January 2010 (1) January 2011 (1) Stéphane Tortajada Director None None Jean Thomazeau Director None None Jean-Louis Mathias Director None None

(1) Amount paid in respect of 2009 and 2010 directors’ fees linked to attendance at meetings of the Board of Directors and its committees.

The Company did not pay any other compensation or benefi ts to the ➤ an amount varying according to the director’s attendance of aforementioned directors. €2,000 per Board of Directors or committee meeting;

➤ payment in January for the allowance in respect of attendance Directors’ attendance fees during the previous year and in June in respect of the fi xed allowance. The Board of Directors approved the following principles for the € annual allocation of directors’ attendance fees solely to independent Directors’ fees are capped at 40,000 for the total amount of directors for 2010. Up to but not exceeding the amount granted at compensation and benefi ts to be received in respect of each the Annual General Meeting, these rules are: fi nancial year for each of the independent directors.

➤ a fi xed annual amount of €15,000;

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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 2009 2010

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 6) 0 0 TOTAL €200,004 €200,004 David Corchia Compensation and benefi ts (broken down in table 2) €675,324 €758,836 Chief Executive Offi cer Valuation of performance shares (broken down in table 6) €127,152 €370,143 TOTAL €802,476 €1,128,979 Yvon André Compensation and benefi ts (broken down in table 2) €419,151 €431,290 Chief Operating Offi cer Valuation of performance shares (broken down in table 6) €69,933.60 €235,708.60 TOTAL €489,084.60 €666,998.60 Christophe Geffray Compensation and benefi ts (broken down in table 2) €292,897 €295,963 Chief Operating Offi cer Valuation of performance shares (broken down in table 6) €69,933.60 €226,193.60 TOTAL €362,830.60 €522,156.60 Olivier Paquier Compensation and benefi ts (broken down in table 2) €73,000 €273,035 Chief Operating Offi cer Valuation of performance shares (broken down in table 6) €69,933.60 €142,678.60 TOTAL €142,933.60 €415,713.60

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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 2009 and 2010. ➤ TABLE 2 (AMF RECOMMENDATION) - SUMMARY OF THE COMPENSATION AND BENEFITS PAID TO EACH OFFICER AND DIRECTOR

Name Gross compensation and benefi ts in Gross compensation and benefi ts in kind for 2009 kind for 2010 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 0000 Benefi ts in kind 0000 TOTAL €200,004 €200,004 €200.004 €200,004 David Corchia Chief Executive Offi cer Fixed salary €399,000 €399,000 €438,900 €438,900 Discretionary payments €260,000 €225,000 €303,000 €260,000 Benefi ts in kind €16,324 €16,324 €16,936 €16,396 TOTAL €675,324 €640,324 €758,836 €715,296 Yvon André Chief Operating Offi cer Fixed salary €279,000 €279,000 €290,000 €290,000 Discretionary payments €112,000 €100,000 €115,000 €112,000 Benefi ts in kind €28,151 €28,151 €26,290 €26,290 TOTAL €419,151 €407,151 €431,290 €428,290 Christophe Geffray (1) Chief Operating Offi cer Fixed salary €189,646 €189,646 €196,870 €196,870 Discretionary payments €90,000 €80,000 €86,000 €90,000 Benefi ts in kind €13,251 €13,251 €13,093 €13,093 TOTAL €292,897 €282,897 €295,963 €299,963 Olivier Paquier (2) Chief Operating Offi cer appointed on 1 October 2009 Fixed salary €50,000 €50,000 €190,025 €190,025 Discretionary payments €23,000 0 €80,000 23,000 Benefi ts in kind 00€3,010 3,010 TOTAL €73,000 €50,000 €273,035 €216,035

(1) Christophe Geffray is compensated under his employment agreement by EDF EN France. (2) Olivier Paquier has been 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 The benefi ts in kind referred to above comprise: fi rst allotment of 1,000 bonus shares each to David Corchia, Yvon ➤ company cars; 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 and David Corchia; and will have to be retained until the relevant offi cer or director ceases ➤ arrangement of life insurance cover for Christophe Geffray and to perform his/her duties. The unit value of these shares in the Yvon André. consolidated fi nancial statements stands at €54.97 (fair value under IFRS 2). The Board of Directors decided to base the discretionary payments for offi cers to be paid in 2011 in respect of 2010 to a great extent On 30 October 2008 (plan no. 2), the Board of Directors allotted on attainment of the EDF Energies Nouvelles group’s fi nancial and 3,000 bonus shares to David Corchia, 2,000 to Yvon André and 1,500 operating performance objectives (in terms of energy generation to Christophe Geffray as part of the second allotment of bonus capacity) at 31 December 2010. These criteria were partially reached shares. Since the performance conditions laid down by the Board in certain cases and exceeded in other cases. Accordingly, in were reached and the condition of continued presence was satisfi ed, respect of the fi nancial year ended 31 December 2010, the following the shares allotted under plan no. 2 were allotted defi nitively in discretionary amounts was paid in March 2011 to the Chief Executive October 2010. They remain unavailable until 2012, and 20% will Offi cer and the Chief Operating Offi cers: €303,000 to David have to be retained until the offi cer or director ceases to perform Corchia, €115,000 to Yvon André, €86,000 to Christophe Geffray his/her duties. The unit value of these shares in the consolidated and €80,000 to Olivier Paquier. Discretionary payments may be up fi nancial statements stands at €19.03 (fair value under IFRS 2). to 120% of the target bonus, which is stated as a percentage of fi xed On 12 November 2009, the Board of Directors allotted (plan no. 4) salary. 2,200 bonus shares to each of the four Chief Operating Offi cers The Chairman of the Board of Directors does not receive any and 4,000 bonus shares to David Corchia. The shares allotted discretionary payments. under plan no. 4 vest following a two-year period, subject to the benefi ciary’s continued presence at the Group and, for 100% of For the discretionary payments in respect of 2011 to be paid in 2012, the shares, subject to the attainment by the Group of quantitative the Board of Directors set new criteria at the beginning of 2011. operational targets in 2010 and 2011. The unit value of these shares In addition, after consulting with the Nominations and Remuneration in the consolidated fi nancial statements stands at €31.788 (fair Committee, the Board of Directors set a long-term incentive bonus value under IFRS 2) over three years for the Chief Executive Offi cer at its meeting on Furthermore, under the bonus share allotment plan covering 22 September 2009, which will vest on a pro rata temporis basis all Group employees (plan no. 3 and plan no. 5, as presented in subject to the attainment of fi nancial objectives that were set by section 17.1.4 of this registration document), they were allotted the Board for 2010, 2011 and 2012, upon the renewal of the Chief 60 shares under plan no. 3 (2008) and 60 shares under plan Executive Offi cer’s term of offi ce. The criteria set for 2010 were no. 5 (2009), subject to satisfaction of the same continued presence achieved, and an amount of €160,000 payable in 2013 has already and performance conditions as other employees. vested. All the shares that have vested defi nitively under the aforementioned Note also that senior executives do not qualify for any top-up plans no. 1, 2 and 3 will have to be retained for at least two years, pension plan. and 20% of the vested shares will have to be retained by offi cers For the record, Christophe Geffray is compensated fully under and directors until their duties end. his employment contract with EDF EN France, a wholly-owned All the shares that have vested defi nitively under the aforementioned subsidiary of EDF Energies Nouvelles, while Olivier Paquier is an 2009 plans, i.e. plan no. 4 and plan no. 5, will have to be kept for a employee of EDF Energies Nouvelles and compensated as such. 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. In 2010, the Board of Directors, acting under the authorisation granted pursuant to the 25th resolution of the Annual General Meeting of the shareholders on 26 May 2010, adopted on 10 November a bonus share allotment plan for key employees in France, including the offi cers and directors (plan no. 6). The following table shows the allotments made to offi cers and directors.

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

David Corchia Plan no. 6 10 Nov. 2010 4,500 €130,941 12 Nov. 2012 13 Nov. 2014 Yes for 100% Yvon André Plan no. 6 10 Nov. 2010 2,500 €72,745 12 Nov. 2012 13 Nov. 2014 Yes for 100% Christophe Geffray Plan no. 6 10 Nov. 2010 2,500 €72,745 12 Nov. 2012 13 Nov. 2014 Yes for 100% Olivier Paquier Plan no. 6 10 Nov. 2010 2,500 €72,745 12 Nov. 2012 13 Nov. 2014 Yes for 100%

The shares allotted under plan no. 6 vest following a two-year All the shares that have vested defi nitively under the aforementioned period, subject to the benefi ciary’s continued presence at the Group 2010 plans will have to be retained for at least two years, and 25% and, for 100% of the shares, subject to the attainment by the Group of the vested shares will have to be retained by Chief Operating of quantitative operational targets in 2011 and 2012. Offi cers and 30% by the Chief Executive Offi cer until their duties end. In addition, under the bonus share allotment plan for all employees, they were each allotted an additional 75 shares subject to the same During 2010, the 10 EDF Energies Nouvelles employees, who are conditions concerning continued presence and performance as the not offi cers or directors, allotted the highest number of bonus other employees. shares received a total of 15,200 bonus shares, representing a value of €442,289.60 (fair value used in the consolidated fi nancial statements of the EDF Energies Nouvelles group).

The terms and conditions for these allotments are presented in the following table: ➤ TABLE 6 (AMF RECOMMENDATION) – PERFORMANCE SHARES

Valuation Number of shares Availability Performance Offi cer No. and date of plan Number (under IFRS 2) Vesting date that actually 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 - 31 Oct. 2012 Yes for 50% Plan no. 4–12 Nov. 2009 4,000 €127,152 12 Nov. 2011 - 13 Nov. 2013 Yes for 100% Plan no. 6–10 Nov. 2010 4,500 €130,941 12 Nov. 2012 - 13 Nov. 2014 Yes for 100% TOTAL 12,500 €370,143 - 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% Plan no. 6–10 Nov. 2010 2,500 €72,745 12 Nov. 2012 - 13 Nov. 2014 Yes for 100% TOTAL 7,700 €235,708.6 - 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. 2009 2,200 €69,933.60 12 Nov. 2011 - 13 Nov. 2013 Yes for 100% Plan no. 6–10 Nov. 2010 2,500 €72,745 12 Nov. 2012 - 13 Nov. 2014 Yes for 100% TOTAL 7,200 €226,193.6 - 1,000 - - Olivier Paquier Plan no. 4–12 Nov. 2009 2,200 €69,933.60 12 Nov. 2011 - 13 Nov. 2013 Yes for 100% Plan no. 6–10 Nov. 2010 2,500 €72,745 12 Nov. 2012 - 13 Nov. 2014 Yes for 100% TOTAL 4,700 €142,678.6 - - - -

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➤ 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 payments Indemnity linked to a agreement pension 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 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.

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, payment granted to Yvon André is subject pursuant to his Chief Executive Offi cer employment contract in the event of his dismissal (excluding gross or wilful misconduct. In accordance with the provisions of Article L.225-42-1 of the French The amount of this severance payment remains set at 21 months of Commercial Code, the Board of Directors decided at its meeting on his total compensation and benefi ts. 22 September 2009 to grant a severance payment to David Corchia in the event of his enforced departure (dismissal, non-renewal This agreement was approved by the Annual General Meeting of the of his appointment, request to resign) upon the renewal of his shareholders on 26 May 2010. appointment, that is with effect from 1 January 2010. The amount of this severance payment, which is subject to Severance payment to Michel Trousseau performance conditions, is 24 months of total compensation and benefi ts. The Board of Directors asked Michel Trousseau, former Chief Operating Offi cer of EDF Energies Nouvelles, to relinquish his duties This agreement was approved by the Annual General Meeting of the in April 2010. In accordance with the decision made by the Board of shareholders on 26 May 2010. Directors and approved by the 2010 Annual General Meeting of the shareholders, he received a payment of €222,500 corresponding to Commitment given to Yvon André, Chief Operating nine months’ total compensation and benefi ts. Offi cer (France) In accordance with the regulations, these commitments are published in the regulated information section of the Company’s Upon the renewal of his appointment as Chief Operating Offi cer, the web site. Board of Directors authorised at its meeting on 22 September 2009 to update the performance conditions to which the severance

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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 payment of pensions, retirement provision and other benefi ts to senior managers totalled €37,000 at 31 December 2010. None of 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

To the best of the Company’s knowledge, there are no service contracts providing for the grant of any benefi ts between any member of the Board of 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, – through a review of the amount and details of the fees paid by the including at least one independent director, appointed for the Group, to the Statutory Auditors and the network to which they duration of their term of offi ce as a director. may belong. In this respect, the Committee must be informed of the fees paid by the Company and Group and ensure that the Persons with salaried positions at the Company or one of its amount or the proportion of the audit fi rm’s and its network’s subsidiaries may not be members of the Audit and Risk Committee. revenues that they represent, are not liable to compromise the Members of the Audit and Risk Committee must have the fi nancial independence of the Statutory Auditors. and/or accounting expertise required to fulfi l their duties. In addition, the Audit and Risk Committee will examine all issues The Audit and Risk Committee assists the Board of Directors with within its remit that the Board of Directors may submit to it in order ensuring that the Company’s individual fi nancial statements and the to seek its opinion. Group’s consolidated fi nancial statements provide a true and fair view, and safeguarding the quality of the internal control framework In fulfi lling its duties, the committee, if it so wishes, may meet with and information reported to shareholders and the market. It follows the Statutory Auditors in the absence of corporate offi cers, directors up on matters related to the preparation and control of accounting who are not members of the Audit committee and members of the and fi nancial information. fi nance department. It may also meet with Company employees responsible for preparation of the fi nancial statements and internal Its remit, as defi ned by the Board of Directors, includes: control, including the heads of fi nance and accounting, in the ➤ with regard to the fi nancial statements: absence of corporate offi cers.

– carrying out the preliminary review of draft individual and The committee must be able to consult external experts as and consolidated fi nancial statements, both annual and interim, when required. to check the methods used to prepare them and to ensure the The committee should be given suffi cient time to review the relevance and consistency of accounting principles and methods Company’s fi nancial statements. The Statutory Auditors must used, be present in Audit and Risk Committee meetings in which the

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

➤ with regard to external control: The Board of Directors offi cially designated the Audit and Risk Committee as the Committee referred to in Article L.823-2-19 of the The Audit and Risk Committee is responsible for monitoring French Commercial Code and also designated the member of the the statutory audit of the individual and consolidated fi nancial Committee with particular fi nancial or accounting expertise and statements. A crucial role of the committee is notably to safeguard qualifying as an independent director as defi ned in the Company’s the independence and objectivity of the Statutory Auditors: Internal charter. – by overseeing the selection procedure for Statutory Auditors and At 31 December 2010, the Audit and Risk Committee comprised by reviewing matters related to the appointment, renewal and Elie Cohen, chairman of the committee and an independent dismissal of the Company’s Statutory Auditors and by issuing to director, Jean Thomazeau and Thomas Piquemal, EDF’s permanent the Board a recommendation concerning the Statutory Auditors representative. proposed for appointment at the Annual General Meeting; and The work performed by the Audit and Risk Committee during 2010 is presented in section 1.2.1 of the Chairman’s report on internal control included in Appendix 1 of this registration document.

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NOMINATIONS AND REMUNERATION COMMITTEE

The Nominations and Remuneration Committee consists of at Executive Committee, as well as all the employees whose annual least three members, including at least one independent director, compensation and benefi ts exceeds €150,000 in Europe or appointed for the duration of their term of offi ce as a director. The USD200,000 in the United States; Chairman of the Board of Directors is a member of this committee. ➤ ensure that the Company complies with its obligations in terms of the transparency of compensation and benefi ts. To this (i) Duties in respect of appointments end, it prepares an annual report for the Board of Directors on The remit of the Nominations and Remuneration Committee is to: compensation and benefi ts covered by Article L. 225-102-1, sub- paragraph 1, for inclusion in the annual report. ➤ examine and formulate proposals for the Board of Directors concerning candidates for positions on the Board of Directors, as With respect to directors’ remuneration, the Nominations and Chief Executive Offi cer, Chief Operating Offi cer, Chairman of the Remuneration Committee: Board of Directors, and members and Chairman of the Audit and ➤ makes recommendations concerning the distribution of directors’ Risk Committee and Strategy Committee. To this end, it needs to attendance fees; assess the requisite skills, knowledge and experience, describe the role and evaluate the time needed for these positions; ➤ makes recommendations concerning any remuneration awarded to directors given special duties. ➤ assess proposals submitted by interested parties, including by the management and by shareholders; As regards stock options and any other form of share-based compensation, particularly allotments of bonus shares or ➤ assess from time to time how well the Board of Directors is remuneration indexed or linked to shares, the Nominations and functioning; and Remuneration Committee has the following duties: ➤ review every year, on a case-by-case basis, the status of each ➤ discussing the general policy regarding these forms of director with respect to the independence criteria set out in this remuneration and putting any proposals on this matter before Internal charter. the Board of Directors; (ii) Remuneration-related duties ➤ ensuring that relevant information is disclosed in the annual report and during the general meeting of the shareholders; The remit of the Nominations and Remuneration Committee is to: ➤ making proposals to the Board of Directors concerning which of ➤ issue opinions on all forms of remuneration, including benefi ts the legally authorised formulae should be selected and giving in kind and pension benefi ts, received from any Group company reasons for this choice and its consequences. or affi liate; At 31 December 2010, the Nominations and Remuneration ➤ make proposals to the Board of Directors concerning the Committee comprised Pierre Richard, chairman of the committee remuneration of the CEO and COOs, particularly regarding the and an independent director, Olivier Petros, EDEV’s permanent calculation of discretionary payments; representative (who replaced Pierre Lederer from May 2010) and ➤ formulate the proposals for the Board of Directors concerning the Pâris Mouratoglou. compensation and benefi ts paid to the Chairman, who does not The work performed by the Nominations and Remuneration participate in discussions concerning such matters; Committee during 2010 is presented in section 1.2.2 of the

➤ issue an opinion on the proposals submitted by executive Chairman’s report on internal control included in Appendix 1 of this management in terms of the compensation and benefi ts to be registration document. paid to senior executives, including members of the Company’s

STRATEGY COMMITTEE

The Strategy Committee consists of at least three members, Board in implementing this strategy and helps it to determine and including at least one independent director, appointed for the maintain its investment policy, particularly by: duration of their term of offi ce as a director. ➤ reviewing the Group’s investment strategy and making The Strategy Committee’s role is to assist the Board of Directors in recommendations to the Board of Directors concerning the implementing the Group’s strategy and in carrying out investments Group’s strategic direction as part of its business plan or its long- as mentioned in Article 9.1 of the Internal charter. It assists the term strategy;

➤ carrying out all appropriate research and assignments;

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➤ having all transactions or events that may have a material impact The Strategy Committee’s role is to assist the Board of Directors with on the Group’s strategy and investments referred to it. implementing the Group’s strategy and carrying out investments. At 31 December 2010. the Strategy Committee comprised Elie The work performed by the Strategy Committee during 2010 is Cohen, chairman of the committee and an independent director, presented in section 1.2.3 of the Chairman’s report on internal Olivier Petros, EDEV’s permanent representative (who replaced control included in Appendix 1 of this registration document. Pierre Lederer from May 2010), Daniel Camus (replacing Jean-Louis Mathias from April to December 2010), Pâris 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 On 6 October 2008, the AFEP-MEDEF code was amended to transparency and full disclosure to the public, to implement the incorporate various recommendations concerning the compensation recommendations of the 2003 AFEP-MEDEF corporate governance of listed companies’ offi cers and directors. The code, as amended, code, subject to the specifi c stipulations of the shareholders’ is available on the MEDEF’s web site (www.medef.fr). agreement signed in 2006 by the EDF group and the Mouratoglou The AFEP-MEDEF code, as amended in 2008 is the corporate group. In particular, the Company set up three committees (Audit, governance code to which EDF Energies Nouvelles refers, subject Nominations and Remuneration, Strategy) and two independent to the stipulations of the new shareholders’ agreement signed by directors were appointed to the Board of Directors. the EDF group and the Mouratoglou group on 11 October 2010 (see section 18.4 of this registration document).

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

The arrangements for the assessment and evaluation of the operating procedures of the Board of Directors are presented in section 1.1.3 of the Chairman’s report on internal control included in Appendix 1 of this registration document.

INTERNAL CHARTER OF THE BOARD OF DIRECTORS

The Board of Directors’ Internal charter, which was adopted by the safeguard the transparency with which the Board of Directors former at its meeting on 18 July 2006 and amended at its meetings operates. Its principal provisions are summarised in section 21.2.2 on 25 April 2007, 19 March 2009 and 2 July 2009, is intended to of this registration document.

REPORT ON INTERNAL CONTROL

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

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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) Headcount The following table shows the trend in the Group’s headcount (1) broken down by geographic area:

EDF Energies Nouvelles group 31 Dec. 2009 31 Dec. 2010 Germany 3176 Bulgaria 76 90 Portugal 29 30 France 329 429 Greece 38 43 Spain 35 53 Italy 15 45 Belgium 19 31 United Kingdom 17 18 Turkey 31 27 United States 604 668 Canada 20 45 Mexico -10 EDF ENERGIES NOUVELLES (EXCLUDING EDF ENERGIES NOUVELLES RÉPARTIES) 1,215 1,665

EDF Energies Nouvelles Réparties EDF ENR 10 21 EDF ENR Solaire 314 408 Tenesol (50%) 495 537 Supra 373 388 Ribo 32 25 EDF ENERGIES NOUVELLES RÉPARTIES 1,224 1,379 TOTAL EDF ENERGIES NOUVELLES GROUP 2,439 3,043

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

At 31 December 2010, the Group had 3,043 employees, compared In Germany, the substantial increase in the headcount derived from with 2,439 at 31 December 2009, representing an increase of 25%. the full consolidation of Reetec, since EDF Energies Nouvelles raised its interest in the company to 72% during the fi rst half of 2010. The headcount continued to grow during 2010 both in and outside During 2009, Reetec was accounted for under the equity method. At France. The Group has thus continued to fl esh out its organization 31 December 2010, Reetec had 173 employees. and added to its skill base in the development, construction, operation and maintenance of assets, as well as to market solutions enabling consumers to generate electricity, notably by installing solar panels on the roof of their home.

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(B) Geographical breakdown of the headcount (C) Breakdown of the headcount by business line

1,379 1,224 1,379 1,224

723 887 624 513 429 613 329 262 501 405 277 197 France (excl. EDF ENR)EDF ENR Europe North America

Support Development/ Operations & Distributed 2009 2010 functions Construction Maintenance energies 2009 2010

(D) Principal social data indicators

France North excluding EDF ENR EDF ENR Europe America TOTAL Group

HEADCOUNT Number of employees at end of period 429 1,379 513 723 3,043 Number of executives 323 320 144 109 896 % executives 75% 23% 28% 15% 29% Number of non-executives 105 1,059 369 614 2,147 % non-executives 25% 77% 72% 85% 71% Number of permanent employees 402 1,209 425 723 2,758 % permanent employees 94% 88% 83% 100% 91% Number of fi xed-term employees 27 170 88 0 285 % fi xed-term employees 6% 12% 17% 0% 9% Number of temporary staff 9 104 0 0 113 %of employees working part-time 4,6% 2% 2% 1% 2% Number of men 268 1,025 419 577 2,288 Men as a % of total workforce 62% 74% 82% 80% 75% Number of women 161 354 94 146 755 Women as a % of total workforce 38% 26% 18% 20% 25% Number of male executives 205 246 112 87 650 Male executives as a % of total men 77% 24% 27% 15% 28% Male executives as a % of total executives 63% 77% 78% 80% 73% Number of female executives 119 74 31 22 246 Female executives as a % of total women 74% 21% 33% 15% 33% Female executives as a % of total executives 37% 23% 22% 20% 27% Number of disabled employees 0 16 0 0 16 % of disabled employees 0% 1% 0% 0% 0.5%

HEALTH and Safety Number of occupational accidents with 1 day or more of lost time 4 46 22 16 88 Number of fatal occupational accidents 0 1 0 0 1

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France North excluding EDF ENR EDF ENR Europe America TOTAL Group

TRAINING Training costs/total payroll 1.00% 1.25% 1.75% 5.0% 2.3% Number of hours of training provided 4,003 14,661 6,002 17,410 42,076 Number of employees trained 225 998 234 531 1,988 % of employees trained 52% 72% 46% 73% 65% Integration and training of young people Number of apprentices and apprenticeship contracts 5.5 22 n.a. n.a. 28 Number of interns 53 37 7 0 97

EMPLOYMENT Recruitment 140 524 131 217 1,012 Other arrivals 15 13 185 0 213 TOTAL ARRIVALS 155 537 316 217 1,225 Retirements 0 3 0 0 3 Resignations 19 80 38 104 240 Redundancies 0 67 11 14 92 Other departures 31 233 22 0 286 TOTAL DEPARTURES 50 383 71 118 621

(E) Age distribution at 31 December 2010

> 56 years 5%

Between 46 and 55 years 17%

Between 36 and 45 years 26%

Between 26 and 35 years 38%

< 25 years 13%

Personnel expense totalled over €183 million during the 2010 fi nancial year.

17.1.2 GROUP IN FRANCE (EXCLUDING EDF ENERGIES NOUVELLES RÉPARTIES)

Headcount Business lines - recruitment In France, the Group (excluding EDF Energies Nouvelles Réparties), In France, recruitment took place chiefl y during the fi rst half of the had 429 employees at 31 December 2010, representing an increase year. Teams continued to fl esh out their organisation so that they of 30% compared with 31 December 2009. are able to meet the challenges facing the Group, especially in the photovoltaic segment. Growth is driven by its young (65% of its employees are less than 35 years old) and highly-qualifi ed teams, most of whom graduated EDF Energies Nouvelles recruited over 120 new staff in the following from engineering and business schools and from the leading business lines: universities. EDF Energies Nouvelles actively participates in the ➤ Development/Construction of projects: teams were bolstered recruitment of young graduates in France. 77% of employees in (growth of 34%) to continue the expansion in the Group’s France have executive status. wind energy business, as well as in ground-based and building- integrated solar photovoltaic segment. They have developed genuine expertise in technical and fi nancial studies,

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the analysis of environmental factors, wind/solar energy ➤ environmental protection, while making sure that they curb the potential, negotiation of PPAs, the arrangement of construction impact of its activities on the environment. projects and the monitoring of wind and (ground-based and The Operations & Maintenance teams perform safety and building-integrated) solar project construction. environmental studies on assets in operation, permanent checks on ➤ Support functions: these areas were strengthened (growth of deviations from ESH standards, checks on entities’ prevention plans 27%) to support operational staff and the expansion in the and monitoring of major risks. Group’s business in and outside France. Training ➤ Asset operation & maintenance: teams were strengthened (increase of 25%). Recruitments focused on: Training at the Group’s French companies is focused on the following three objectives: – technicians with skills geared to operations in the fi eld. The maintenance and servicing of power plants represents an area ➤ safety: in France, the Group emphasised its safety training harbouring great potential for the Group to hire local labour. programmes by organising courses in the following areas: During 2010, three new regional centres were opened, authorisation for electrical work, working at heights, fi rst-aid and rescue techniques for a victim of an accident on a wind turbine, – engineers capable of managing installations in production with as well as training leading to authorisation to operate pods and the goal of improving the performance and streamlining the fork-lift trucks for working on roof arrays. During 2010, all the operation of power plants, while safeguarding the reliability of technical teams were trained to ensure the safety of their plants; installations and production monitoring, ➤ environmental education programmes (noise, visual aspects, The Operations & Maintenance teams created a network with construction site management, etc.) with initiatives in connection all the Group’s Operations & Maintenance units (enXco, Reetec, with the environmental management system; EDF ENR Solaire, etc.) to share know-how and feedback and to strengthen the ties between Group companies. Exchange ➤ the honing and acquisition of new knowledge in innovative new programmes were set up between French and American technicians, business lines and in new areas (offshore, technical solutions for for instance. building-integrated photovoltaic systems, etc.) Lastly, Colsun, which is primarily active in the construction of Complementing the training initiatives carried out externally, the ground-based solar plants and the electrical aspects of roof-based Group has also developed internal training courses: around thirty photovoltaic projects, also strengthened its teams by recruiting day sessions were held to discuss best practices and share expertise technicians and project managers. and knowledge with the involvement of the Group’s experts. At 31 December 2010, the Company had 35 employees (50% of In addition, the Colombiers Operations & Maintenance centre the headcount is recognised in line with the Group’s consolidation opened its training centre dedicated to Operations & Maintenance criteria). during May 2010 and launched an advanced training programme in partnership with enXco and Reetec for European Safety Operations & Maintenance staff. This training should enable the Group to roll out the Operations & Maintenance business in Europe The Environment, Health and Safety (EHS) programme adopted by while giving the EDF Energies Nouvelles group’s companies a the French companies remained in place, with a focus on two major common corporate culture and control over the risks arising from concerns: their work at facilities. ➤ guaranteeing the safety of employees exposed to electrical risks, working at heights (wind turbines, roof arrays), on construction projects or at production facilities (confi ned space, carding-in, chemical products, etc.). All employees are trained in safety issues (fi rst aid and rescue teams, authorisation to carry out electrical work, working at heights, etc.);

17.1.3 EDF ENERGIES NOUVELLES RÉPARTIES

During 2010, the Group continued to strengthen its presence in Growth in EDF Energies Nouvelles Réparties’ headcount was distributed renewable energies. This business has helped to create substantial in the installation of photovoltaic systems for several hundred new jobs over the past two years. consumers and small industrial roof arrays (EDF ENR Solaire), as well as the sale of solar modules and systems by the Tenesol group EDF Energies Nouvelles Réparties SA has 21 employees. in Europe. Conversely, the heat pump (Ribo) and space heater EDF ENR Solaire, Tenesol, Supra and Ribo house most of the (Supra) businesses, which do not represent growth drivers for business segment’s employees. EDF Energies Nouvelles, were depressed by economic conditions and the reduction and scrapping of tax credits.

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➤ EDF ENR Solaire’s headcount increased by 30% in 2010, These recruitments were made in France to consolidate its strong representing a total of 408 employees at 31 December 2010 growth over the past few years, as well as at the export and across the various regions of France. EDF ENR Solaire hired 181 European subsidiaries. new employees (including 75 sales representatives). Safety training was given pride of place at the Tenesol group. During 2010, the emphasis was placed on safety (half the Group-wide reference documents were prepared to identify the training plan was dedicated to this area). Several initiatives were specifi c business risks. Sessions to educate employees about launched with a view to raising technicians’ awareness about business risks are held, with a special focus on driving risks. electrical risks and those associated with working at heights and Tenesol maintained the OHSAS 18001 certifi cation of its Tenesol to controlling more effectively the asbestos risk at construction Technologies production plant and achieved the accreditation for projects, as well as driving risks for sales teams. Tenesol Manufacturing.

➤ Tenesol, which the Group consolidates based on a percentage ➤ Supra had 388 employees at 31 December 2010. The scope was rate of 50%, has invested in several businesses right across expanded owing to the fi rst-time consolidation of the employees the photovoltaic industry value chain. The Company had 1,073 of Feu Style and Biomee. The principal recruitments were made in employees at 31 December 2010 (including Tenesol subsidiaries R&D and in product sales and marketing. falling within its scope of consolidation). Supra continued its efforts to train employees in safety issues, During 2010, Tenesol SA continued its recruitment policy, chiefl y which were supplemented by communication measures about in the following business lines: safety aimed at all employees and raising awareness about noise-related risks. – sales and marketing, projects and works, to support expansion in the business, ➤ At 31 December 2010, Ribo had 25 employees. The shutdown of the B2C business led to several departures. – middle management and support functions (HR, fi nance, purchasing, etc.) to fl esh out the company’s organisation.

17.1.4 GROUP OUTSIDE FRANCE

Europe introduced measures to comply with the requirements of the local regulations. The headcount of the European subsidiaries grew by 30%. At 31 December 2010, it stood at 513 employees. The Group is present The Turkish subsidiaries and Reetec GmbH are OHSAS ISO 18001 in the United Kingdom, Germany, Belgium, Bulgaria, Spain, Greece, certifi ed. Italy, Portugal and Turkey. Growth was particularly strong in Italy, owing chiefl y to the North America development of the photovoltaic segment. The new recruitments In North America, the Group is present in the United States, Canada strengthened both the corporate organisation and the engineering and Mexico. and technical units (notably with the development of the asset management function). New hires were also made for wind farm In the United States, enXco’s headcount stood at 668. security and maintenance activities. The principal European The Operations & Maintenance teams account for 62% of the subsidiaries used local labour resources close to installations. headcount, with teams responsible for project development and Belgian company Verdesis also enjoyed rapid growth. During 2010, construction accounting for 25%. the number of employees grew by 63% from 19 to 31 employees. enXco continues to implement measures to increase the safety of German company Reetec, a company providing wind energy employees and thus has a very low rate of occupational accidents. services (turbine-lifting, connection to electricity grids, installation Canada recorded signifi cant growth in its headcount on the back of cables, heavy maintenance, etc.) has 173 employees, with 100 in of the development of its wind and solar energy activities. Teams (1) Germany, 25 in France and 95 in Portugal . comprise wind energy project developers at the Quebec company The Operations & Maintenance teams in France have drawn over the Saint Laurent Energies, and developers, construction managers, past two years on Reetec’s workforce for the provision of maintenance and Operations & Maintenance staff at EDF EN Canada. activities and development of their Operations & Maintenance In Mexico, the subsidiary has Operations & Maintenance staff expertise. A Reetec team will be set up at the end of the fi rst dedicated to the La Ventosa wind farm. The Mexican subsidiary has quarter of 2011 in Colombiers at the Corporate Operating Centre of a headcount of 10 employees. EDF Energies Nouvelles’ Operations & Maintenance teams. EDF EN Canada and EDF EN Servicios Mexico also receive support All the European subsidiaries carried out training to enhance from enXco’s teams in the US (temporary employee transfers, best the safety of their employees in the conduct of their duties and practices, notably from a safety perspective, etc.).

(1) Reetec Portugal is consolidated based on a percentage rate of 50%. The headcount of the Reetec group companies is consolidated under Reetec Germany.

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17.1.5 STAFF MOBILITY

The Group encourages mobility and has already seen successful The Group also encourages moves between subsidiaries. Portugal’s examples of expatriation, notably in the United Kingdom, Italy, construction teams operate on behalf of the Group in other Greece and the United States. Expansion into new markets and new countries, providing them with the benefi t of their know-how and business segments also brings the possibility of new expatriation expertise (notably in Turkey and Italy). opportunities, notably in Turkey, Canada and Mexico.

17.1.6 EMPLOYEE RETENTION

To support its expansion and achieve its objectives, EDF Energies Nouvelles 2009 bonus share allotment plan endeavours to motivate and retain its employees, as well as to attract new talent. On 12 November 2009, the Board of Directors adopted a bonus share allotment plan for key employees (encompassing company offi cers and key employees in France) and a bonus share allotment 2007 bonus share allotment plan plan for all its employees in France. For these two plans, the vesting of the shares in November 2011 is subject to a condition During 2007, the Company allotted 24,550 bonus shares to certain of presence on the payroll, as well as partly (with the exception company offi cers and employees in France. The shares vested of offi cers and directors for whom all the shares are subject) on defi nitively with their benefi ciaries, subject to their presence within collective performance conditions based on the Group’s operational the Group and satisfaction of certain performance conditions, in performance, and followed by a lock-up period of two years for November 2009 (at the end of a period of two years) and will then shares that have vested defi nitively. be unavailable for two years, that is until November 2011. Employees at the subsidiaries outside France (United States, Employees at the subsidiaries outside France (United States, United Kingdom, Portugal, Greece, Italy and Spain) identifi ed as United Kingdom, Portugal, Greece, Italy and Spain) identifi ed as key employees benefi ted from a mirror stock plan replicating the key employees benefi ted from a mirror stock plan replicating the bonus share allotment mechanism. This plan, which expires in bonus share allotment mechanism. This plan, which expires in November 2011 and November 2012, is also subject to presence and November 2009 and November 2010, is also subject to presence collective performance conditions. and collective performance conditions. 29,910 units were allotted under this plan. 2010 bonus share allotment plan 2008 bonus share allotment plan On 10 November 2010, the Board of Directors adopted a bonus share allotment plan for key employees (encompassing company On 30 October 2008, the Board of Directors adopted a bonus share offi cers and key employees in France) and a bonus share allotment allotment plan for key employees (encompassing company offi cers plan for all its employees in France. For these two plans, the and key employees in France) and a bonus share allotment plan vesting of the shares in November 2012 is subject to a condition for all its employees in France at subsidiaries in which the Group’s of presence on the payroll, as well as partly (with the exception ownership stands at over 51% (i.e. 221 employees). For these of offi cers and directors for whom all the shares are subject) on two plans, the vesting of the shares in October 2010 is subject collective performance conditions based on the Group’s operational to a condition of presence on the payroll, as well as partly on performance, and followed by a lock-up period of two years for collective performance conditions based on the Group’s operational shares that have vested defi nitively. performance, and followed by a lock-up period of two years for shares that have vested defi nitively. Employees at the subsidiaries outside France (United States, United Kingdom, Portugal, Greece, Italy and Spain) identifi ed as Employees at the subsidiaries outside France (United States, key employees benefi ted from a mirror stock plan replicating the United Kingdom, Portugal, Greece, Italy and Spain) identifi ed as bonus share allotment mechanism. This plan, which expires in key employees benefi ted from a mirror stock plan, replicating the November 2012 and November 2013, is also subject to presence and bonus share allotment mechanism. This plan, which expires in collective performance conditions. November 2010 and November 2011, is also subject to presence and collective performance conditions.

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➤ SUMMARY TABLE OF BONUS SHARE ALLOTMENT PLANS AT 31 DECEMBER 2010

Plan no. Date of plan Vesting period Holding period Number of benefi ciaries Number of shares

Plan no. 1 11/05/2007 11/05/2009 11/06/2011 60 23,178 Plan no. 2 Key employees 10/30/2008 10/30/2010 10/31/2012 53 46,450 Plan no. 3 All employees 11/30/2008 10/30/2010 10/31/2012 191 10,713 Plan no. 4 Key employees 11/12/2009 11/12/2011 11/13/2013 60 57,950 Plan no. 5 All employees 11/12/2009 11/12/2011 11/13/2013 286 15,575 Plan no. 6 Key employees 11/10/2010 11/12/2012 11/13/2014 70 70,750 Plan no. 7 All employees 11/10/2010 11/12/2012 11/13/2014 400 27,242

Employee bonuses and profi t-sharing - France Nouvelles, EDF EN France, EDF EN Services, EDF EN Développement and EDF EN Outre Mer set up in 2009. During 2010, a 3-year In France, a profi t-sharing agreement was signed in late 2009 employee bonus agreement was agreed starting in 2011. covering the Economic and Social Unit comprising EDF Energies

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 2010 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 0.158% (122,700 shares under the Group savings plan and bonus affi liates. As part of the offering reserved for employees, 270 of shares that are locked up). the Group’s employees, or 71.8% of the eligible employees became shareholders in the Company.

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17.4 Works council - Economic and social unit

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

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 2010 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 2010 fi nancial year, the Company’s offi cers declared to the Autorité des Marchés Financiers that they had conducted the following transactions:

Declaree Type of transaction Amount (€) Unit price (€) Transaction date

Yvon André (Chief Operating Offi cer) Sale 96,000 32.00 21 Sept. 2010 Yvon André (Chief Operating Offi cer) Sale 63,280 31.64 21 Dec. 2010

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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:

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

EDF Développement Environnement (EDEV) 38,784,194 50.00% EDF 12 nm Directors representing the EDF group (1) 2nm SUB-TOTAL, EDF GROUP 38,784,208 50.00%

Société Internationale d’Investissements Financiers 18,463,284 23.80% Pâris Mouratoglou 1,000,025 1.29% Directors representing the Mouratoglou group (2) 10,810 0.01% SUB-TOTAL, MOURATOGLOU GROUP 19,474,119 25.11%

Free fl oat (including employees) 19,310,089 24.89% TOTAL 77,568,416 100%

(1) Daniel Camus and Thomas Piquemal. (2) Catherine Mouratoglou and Jean Thomazeau.

The EDF group and Mouratoglou group, which together owned 75.1% of the Company’s share capital and voting rights at 31 December 2010, have declared that they are acting in concert 18% (see section 18.4 of this registration document). North America

To the best of the Company’s knowledge, no other shareholder 49% owns more than 5% of its share capital. France During the 2010 fi nancial year, the Company was not informed of 8% any ownership thresholds being crossed or of any shareholdings Rest of the world referred to in Article L.233-12 of the French Commercial Code. 12% EDF Energies Nouvelles identifi ed its shareholders during Continental Europe December 2010. Based on a survey of shares with identifi able holders and registered shares, institutional investors account for 74% of the free fl oat. Institutional investors break down by 13% geographic area as follows: United Kingdom and Ireland

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18.2 Trading on the euronext paris market

The EDF Energies Nouvelles share has been listed on Euronext Paris ➤ SHARE PRICE PERFORMANCE DURING 2010 RELATIVE TO (compartment A) since November 2006. THE CAC 40 INDEX

EDF Energies Nouvelles’ share price fell back 12.1% during 2010. 120 Over the same period, the CAC 40 index edged 3.3% lower. 110 The share price fl uctuated between €26.8 and €38.5 during the year, closing at €31.66 on 31 December 2010, representing market 100 € capitalisation of 2.46 billion. 90

80

70

60

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

EDF EN CAC 40

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”), On 11 October 2010, the EDF group and the Mouratoglou group Pâris Mouratoglou and Société Internationale d’Investissements entered into a new shareholders’ agreement (the “Agreement”), Financiers (together with Pâris Mouratoglou, the “Mouratoglou which replaces and supersedes all the provisions of the shareholders’ group”) signed a shareholders’ agreement (the “Agreement”), agreement on 17 July 2006. The Agreement, which includes most of which entered force on the settlement/delivery day of the shares the same provisions as the agreement of 17 July 2006, entered force issued as part of the Company’s IPO, i.e. 1 December 2006. The EDF at the date of its signature. The EDF group and the Mouratoglou group and the Mouratoglou group have declared that they have group have declared that they continue to act in concert vis-à-vis been acting in concert vis-à-vis the Company since the agreement the Company (see AMF decision no. 210C1118 of 29 October 2010). entered force (see AMF decision no. 206C226 of 7 December 2006). The main provisions of the Agreement are summarised below.

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BUSINESS PLAN

Under the agreement of 17 July 2006, the parties agreed to a In return for this right of fi rst refusal, EDF Energies Nouvelles will business plan for the Group (the “Business Plan”), which the give EDF fi rst refusal on certifi cates of origin (green certifi cates) Company’s Board of Directors is responsible for implementing. and carbon dioxide emission certifi cates that it or its subsidiaries Details of the Business 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 international independent generator of renewable energies, with third party, on terms no more favourable than those offered to a balanced portfolio of assets and businesses combining healthy EDF. profi tability with tight control of industrial and fi nancial risks. Through EDF Energies Nouvelles Réparties, EDF Energies Nouvelles ➤ Partnership in the United Kingdom: In the United Kingdom, also intends to become a leading player in distributed renewable EDF Energies Nouvelles and EDF Energy, a wholly-owned energies and energy control by customers. subsidiary of EDF, will set up a joint venture, which will develop, The shareholders defi ned the Company’s strategy, which is build and/or operate power plants harnessing renewable presented in detail in section 6.3 of this registration document. energies in the United Kingdom. Its owners will jointly agree on They also agreed that in general the projects developed by its development objectives and resources. This partnership was EDF Energies Nouvelles will have to satisfy the following profi tability implemented with the incorporation of EDF Energy Renewables criteria set by the EDF group: (i) the net present value/investment during 2008 (see section 22 of this registration document).

ratio must exceed 10% and (ii) the investment must have an ➤ Brand licensing: EDF grants to EDF Energies Nouvelles the right accretive impact on net income within a period of three years. to use its name and brand in accordance with the rules set out in The Business Plan also lays down the general framework for the its corporate visual identity guidelines, and in line with the terms relationship between the EDF group and EDF Energies Nouvelles. of a brand licensing agreement (see Chapter 11 of this registration This framework will apply for as long as the EDF group remains the document). core industrial shareholder of EDF Energies Nouvelles, i.e., while ➤ Access to the EDF group’s expertise and resources: EDF Energies it owns at least 35% of its capital directly or indirectly. The major Nouvelles will primarily make use of the EDF group’s purchasing principles of this framework, applicable subject to the rules of resources and will be able to benefi t from the Group’s competition law, are as follows: framework purchasing contracts on terms consistent with those ➤ Business specialisation: Considering EDF Energies Nouvelles enjoyed by EDF group subsidiaries. EDF Energies Nouvelles as its specialised subsidiary in the independent generation will also have access to R&D programmes carried out by of renewable energies, the EDF group has granted it a right of EDF in the Group’s business segments, in cases where EDF fi rst refusal over (i) investment projects planned by EDF and its and EDF Energies Nouvelles agree that the work may assist subsidiaries that it controls directly or indirectly, subject to what is EDF Energies Nouvelles’ development, in return for involvement described below for the United Kingdom and excluding Edison, in in the research programme and access to technical (design and the following segments: wind energy, solar photovoltaic facilities, operation) information concerning facilities. Lastly, EDF Energies purely power-generating biomass (excluding household and Nouvelles will primarily use the EDF group’s engineering resources industrial waste), small hydro outside France and hydro plants when the EDF group has particular expertise in a specifi c area and (ii) wind energy, a segment in which EDF Energies Nouvelles that is of interest to EDF Energies Nouvelles. Examples of this is the EDF group’s core operator in technical assistance, project are the expertise of EDEV subsidiaries in waste processing and management and operational assistance assignments. biomass, the expertise of EDF’s specialist engineering centres in hydraulics and hydrodynamics and expertise in substations, In addition, were the EDF group to acquire a company or group networks and connections. This expertise will be provided under that owns signifi cant renewable energy assets, but for which specifi c agreements, the terms of which will be defi ned on a case- renewable energies do not represent its main business, the EDF by-case basis. group and EDF Energies Nouvelles would hold consultations in good faith, without any other obligation, to look into transferring Under the Agreement signed on 11 October 2010, the parties agreed these assets to EDF Energies Nouvelles on market terms. to bring up to date and amend the Business Plan.

138 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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 of which the Company is a member: (i) the net present value/ Directors must consist of nine members appointed for a term of investment ratio must exceed 10% and (ii) the investment must six years, including four selected from candidates put forward have an accretive impact on net income within a period of three by the EDF group, three selected from candidates put forward years; by the Mouratoglou group, and two independent directors (one ➤ approval of the sale or completion of assets whose value exceeds selected from candidates put forward by the EDF group and the €25,000,000, with the exception of turn-key facilities; other selected from candidates put forward by the Mouratoglou group). The Agreement also provides for alteration of the Board’s ➤ authorisation of any investment in countries outside the European composition in the event of a decrease in the Mouratoglou group’s Union and the United States; stake in the Company’s capital: ➤ decisions to propose any amendment to the Company’s Articles of ➤ if this interest falls below 12.5%, the number of directors Association relating to dividend distribution rules to shareholders appointed on the Mouratoglou group’s recommendation will at an extraordinary general meeting; be reduced to two, and the number of directors appointed on the EDF group’s recommendation will be increased to fi ve. The ➤ approval of the acquisition or disposal of any assets from or to an number of independent directors will remain unchanged; entity owned directly or indirectly by the EDF group. However, if the number of independent directors is increased ➤ if this interest falls below 10%, the number of directors appointed on the Mouratoglou group’s recommendation will be reduced to to three, the aforementioned decisions will be taken by a simple one, and the number of directors appointed on the EDF group’s majority vote of members present or represented. recommendation will be increased to fi ve. The number of The duties of the Chairman of the Board of Directors are separate independent directors will be increased to three; from those of the CEO. Mr Mouratoglou’s duties as Chairman of the Board of Directors were renewed during October 2010 until the ➤ if this stake falls below 5%, the number of directors appointed Annual General Meeting of the shares due to approve the fi nancial on the Mouratoglou group’s recommendation will be reduced statements for the fi nancial year ending on 31 December 2015. He to zero, and the number of directors appointed on the EDF has undertaken to give up these duties if the Mouratoglou group’s group’s recommendation will be increased to six. The number of stake in the Company falls below 10%. The Chief Executive Offi cer is independent directors will remain three. appointed from among the candidates proposed by the EDF group. For as long as the Company’s Board of Directors includes two The Agreement provides for the creation of board-level committees independent directors, in accordance with the Agreement, the and the adoption of an internal charter, a detailed description of following decisions may be taken only with only a two-thirds which is included in section 16.3 and section 21.2.2(d) of this majority of Board members present or represented: registration document. ➤ approval of the general expenses and development cost budget The aforementioned acknowledged rights of the Mouratoglou group (cash development costs and corporate overheads), if the budget or Pâris Mouratoglou are granted to Mr Mouratoglou in a personal is 15% above the previous year’s budget; capacity. As a result, should Pâris Mouratoglou die or suffer from a ➤ approval of investments whose profi tability would be less than disability preventing him from carrying out a long-term professional that required by the following criteria applicable within the Group activity, these rights will cease to apply.

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

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 of day it crosses below the 10% ownership threshold, the Mouratoglou three months starting from the end of the aforementioned put option group a put option on its stake, at a price per share equal to the exercise period, at a price per share equal to the volume- weighted volume-weighted average closing price of the Company’s shares average closing price of the Company’s shares over the 60 trading over the 60 trading days before the notifi cation that this option is days before the notifi cation that this option is to be exercised, to be exercised, without the price being more than 10% above the without the price being more than 10% lower than the latest closing latest closing share price before the notifi cation. share price before the notifi cation. These two options will expire automatically on 31 December 2015.

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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 EDF result undertakes not to: 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 2010 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 2010 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 2010

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. We are not required to investigate the possible existence of additional agreements or commitments but to communicate, on the basis of the information provided to us, the essential terms and conditions of those agreements and commitments of which we have been advised or which we discovered during the course of our engagement; nor are we required to comment on their appropriateness and validity. Pursuant to the terms of Article R.225-31 of the French Commercial Code, it is your responsibility to assess the merits of these agreements and commitments with a view to their approval. In addition, it is our responsibility to communicate the information stated in the Article R.225-31 of the French Commercial Code, which relate to the execution, during the past fi nancial year, of the agreements and commitments that were already approved by the Shareholders’ meeting. We conducted our work in accordance with the doctrine of the “Compagnie nationale des commissaires aux comptes”. We planed and performed our work to verify the consistency of the information provided to us with the underlying documents from which it was taken.

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AGREEMENTS AND COMMITMENTS TO BE APPROVED BY THE SHAREHOLDERS’ MEETING

Agreements and commitments authorized during Agreements and commitments authorized since the past year the closing date In accordance with Article L.225-40 of the French Commercial Code, We were advised of the following agreement, authorized since the we were advised of agreements and commitments subject to prior closing date, subject to prior authorization by the Board of Directors: authorization by the Board of Directors. ➤ Codicil to Mr Olivier Paquier’s contract of employment. These agreements and commitments are disclosed in appendices I, The Board of Directors of February 8, 2011 has authorized the sign- II and III attached to this report: off of a codicil to Mr Olivier Paquiers’ contract of employment in ➤ Appendix I discloses agreements authorized during the year; order to bring his wages to the amount of €207,000. Mr Paquier acts as Delegated Chief Operating Offi cer of EDF Energies Nouvelles. ➤ Appendix II discloses commitments granted to Board members and Executive offi cers;

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

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING

Agreements and commitments approved during of 7 September 2007 authorized EDF Energies Nouvelles to sign prior fi nancial years shareholder’s commitments, completion and recourse guarantees and an inter-creditors agreement. Further to the commissioning of the related wind-farms, the completion and recourse guarantees a) Agreements and commitments approved during have expired. prior fi nancial years, execution of which continued during the year Research and development agreement with EDF SA In accordance with the Article R.225-30 of the French Commercial EDF SA and EDF Energies Nouvelles signed on 13 January 2008 a Code, we were informed that execution of the following agreements three-year agreement relating to annual research and development and commitments, which were approved in prior fi nancial years, programs. continued during the past fi nancial year. The amount invoiced to the Company during the fi nancial year Fee agreement with Energies Antilles SNC ended 31 December 2010 came to €2,745,000. Payment of fees by Energies Antilles SNC to the Company with € b) Agreements and commitments approved during annual fees calculated on the basis of 0.00476 before taxes per prior fi nancial years, with no execution during the past kWh charged to EDF SA. fi nancial year The fees received by the Company for the fi nancial year ended We were not informed of any agreements or commitments approved 31 December 2009 came to €345,993. during prior fi nancial years that were not executed during the past This agreement was authorized by the Board of Directors as its fi nancial year. meeting on 15 December 1997. Brand licensing agreement with EDF Agreements and commitments approved during EDF granted the Company an exclusive license to use the EDF brand the past fi nancial year for a token and fi xed amount of €1 paid upon signature of the We were informed of the execution, during the past year, of the agreement on 30 August 2006. following agreements and commitments that were already approved This agreement was approved by the Annual General Meeting on by the Shareholders’ meeting held on May 26, 2010 and that were 30 May 2007. reported on the Statutory Auditors’ reports dated March 17, 2010 and April 16, 2010. Financing of French wind-farms: shareholder’s commitments, completion and recourse guarantee, inter- Severance pay to Mr Michel Trousseau creditors agreement Pursuant to the decision of the Board of Directors, made in April In connection with the fi nancing of six French wind-farms (Castanet 2010, to end the mandate of Mr Michel Trousseau, who acted as le Haut, Villesèque, Fiennes, Luc sur Orbieu, Salles Curan, Chemin Delegated Chief Operating Offi cer of EDF Energies Nouvelles, a d’Ablis), of which EDF Energies Nouvelles retains full or partial severance pay representing €222,500, the equivalent to 9 months ownership (through project companies controlled by EDF EN France, of salary, was processed. its wholly-owned subsidiary), the Board of Directors at its meeting

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Financing of the wind-farm “Bassin de Thau” banks (the senior lenders), according to which the rights owned As part of the fi nancing of 4 French wind-farms (La Petite Moure, La by the junior lenders are subordinated to the rights of the senior Pierre, Les Trois Frères, Nipplau), which are owned by EDF Energies lenders. Nouvelles through its wholly owned subsidiary, EDF EN France, the Commitments granted to Board Members Board of Directors authorized on September 22, 2009, EDF Energies Nouvelles to sign an inter-creditors agreement with EDF EN France ➤ Mr David Corchia: Within the framework of the renewal of his and the lenders (Senior and subordinated) in order to subordinate appointment, ie from January 1, 2010, the Board granted to the the rights owned by the subordinated lenders to the rights of the Chief Executive Offi cer a severance pay should he be dismissed senior lenders. or his appointment not be renewed. Severance pay is subject to performance conditions defi ned by the Board of Directors. The Financing of Bicker Fen and Walkway wind-farms severance pay cannot exceed the equivalent of a twenty-four- As part of the fi nancing of the Bicker Fen and Walkway wind-farms month remuneration.

located in Great Britain, the Board authorized on December 17, ➤ Mr Yvon André: With the framework of the renewal of his 2009 the signature with EDF EN UK and EDF Energy Plc of: appointment as Delegated Chief Operating Offi cer, the Board ➤ A “shareholders’ Support Agreement” according to which EDF authorized the update of the performance conditions that Energies Nouvelles is committed to guarantee the obligations of would need to be fulfi lled in order for Mr Andre to benefi t from a its subsidiary, EDF EN UK, with respect to the “Power Purchase severance pay should he be dismissed (except in the event of a agreements” signed with EDF Energy, for a maximum amount of gross and professional misconduct). The severance pay would be £4 million. equivalent to a twenty-one-month remuneration.

➤ An inter-creditor convention, concluded, inter-alia, between your Those commitments were authorized by the Board of Directors held Company, EDF EN UK and EDF Energy (the junior lenders) and the on September 22, 2009.

Paris La Défense and Paris, 6 April 2011

Statutory Auditors

KPMG Audit Department of KPMG S.A. Alain Martin & Associés

Catherine Porta Alain Martin Partner Partner

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➤ APPENDIX I – AGREEMENTS AUTHORIZED DURING THE YEAR

Concerned Date of Nature companies authorization Terms and conditions

Inter-creditors agreements for EDF EN France January 13, 2010 As part of the fi nancing of the Canton de Bonneval project (which is owned the Canton de Bonneval project by EDF Energies Nouvelles through its wholly owned subsidiary, EDF EN (Neuvy & Villard) 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.

Inter-creditors agreements for EDF EN France March 26, 2010 As part of the fi nancing of the Gabardan 1 and Gabardan 4 photovoltaic projects the Gabardan 1 and Gabardan 4 (which are owned by EDF Energies Nouvelles through its wholly projects owned subsidiary, EDF EN France), the Board authorized EDF Energies Nouvelles to sign an inter-creditors agreement with EDF EN France, the banks and the borrower in order to describe the way and the order according to which the obligations of payment of the borrower will be fulfi lled.

Financing of Gabardan 1 and EDF EN France March 26, 2010 As part of the fi nancing of Gabardan 1 and Gabardan 4 photovoltaic projects Gabardan 4 projects – Sponsorship (which are owned by EDF Energies Nouvelles through its wholly onwend commitment subsidiary, EDF EN France), the Board authorized EDF Energies Nouvelles to sign a sponsorship commitment with the banks, EDF EN France and the borrower in order to describe the intercompany loans and various guarantees that will be granted to the borrower by EDF Energies Nouvelles.

Financing of Garbardan 1 and EDF EN France March 26, 2010 As part of the fi nancing of Gabardan 1 and Gabardan 4 photovoltaic projects Gabardan 4 projects – Pledge of (which are owned by EDF Energies Nouvelles through its wholly onwend receivables subsidiary, EDF EN France), the Board authorized EDF Energies Nouvelles to sign a convention with the banks and EDF EN France according to which EDF Energies Nouvelles will grant to the banks a pledge of all receivables that it holds or will hold against the borrower with respect to the intercompany loans.

Acquisition of 44% of Reetec from SIIF June 30, 2010 The Board of Directors authorized the acquisition from SIF of an additional SIIF stake in Reetec, enabling EDF Energies Nouvelles to increase its investment from 28% to 72%.

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Concerned Date of Nature companies authorization Terms and conditions

Financing of phases II and III of C-Power September 15, 2010 In the context of the fi nancing of phases II and III of the offshore wind-park C-Power C-Power and the refi nancing of phase I of this project, of which the group holds a stake, the Board of Directors authorized EDF Energies Nouvelles to sign: ➤ A “Release agreement” with the banks’ agent to discharge EDF Energies Nouvelles of its obligations (security and guarantees) with respect to the fi nancing of phase I; ➤ An “Equity support and Subordination agreement” concluded inter alia with the banks and other shareholders of the borrower, according to which EDF Energies Nouvelles will provide subsidies to the borrower; ➤ A “Subordinated Loan Agreement” concluded inter alia with the borrower, according to which EDF Energies Nouvelles will grant a loan to the borrower.

Financing of the solar centrals of EDF EN France September 15, 2010 As part of the fi nancing of the photovoltaic centrals located at Bouloc and Bouloc and Béguey Beguey (which are owned by EDF Energies Nouvelles through its wholly owned subsidiary, EDF EN France), the Board authorized EDF Energies Nouvelles to sign for each of the two centrals: ➤ An inter-creditors agreement with EDF EN France, the banks and the borrower in order to describe the way and the order according to which the obligations of payment of the borrower will be fulfi lled; ➤ A sponsorship commitment with the banks, EDF EN France and the borrower in order to describe the intercompany loans and various guarantees that will be granted to the borrower by EDF Energies Nouvelles; ➤ A convention with the banks and EDF EN France according to which EDF Energies Nouvelles will grant to the banks a pledge of all receivables that it holds or will hold against the borrower with respect to the intercompany loans.

Financing of the Cambouisset and EDF EN France December 15, 2010 As part of the fi nancing of the wind-parks located at Cambouisset and Plats Plats des Graniers wind-parks des Graniers (which are owned by EDF Energies Nouvelles through its wholly owned subsidiary EDF EN France), the Board authorized EDF Energies Nouvelles to sign, for each of the two parks, a shareholders’ commitment concluded with the banks, EDF EN France and the borrower according to which EDF Energies Nouvelles will provide completion and recourse guarantees.

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➤ APPENDIX II – COMMITMENTS GRANTED TO BOARD MEMBERS

Terms and Person concerned Function conditions Date of authorization

Mr Olivier Paquier Delegated Chief The board authorized Board of Directors at its meeting on February 9, 2010 Operating Offi cer a codicil to Mr Paquier’s contract of employment in order to pay a bonus for an amount of €23,000 with respect to 2009.

➤ APPENDIX III – CONCERNED PERSONS

Concerned persons Function in the related companies

Mr. Pâris Mouratoglou ➤ Chairman of the Board of EDF Energies Nouvelles ➤ Director of EDF Energies Nouvelles Réparties ➤ Manager of SIIF Member of the managing board of EDF EN UK until May 11, 2010

EDF SA Director of EDF Energies Nouvelles until April 15, 2010

Mrs Corinne Fau Director of EDF Energies Nouveles until September 15, 2010

Mr Daniel Camus Director of EDF Energies Nouvelles from April 15, 2010 until December 16, 2010

Mr Thomas Piquemal Director of EDF Energies Nouvelles from April 15, 2010

Mr Stéphane Tortajada Director of EDF Energies Nouvelles from September 15, 2010

Mr. Jean-Louis Mathias Director of EDF Energies Nouvelles until April 15, 2010

SIIF Director of EDF Energies Nouvelles

Mrs Catherine Mouratoglou ➤ Permanent représentative of SIIF, Director of EDF Energies Nouvelles ➤ Manager of SIIF

Mr David Corchia Chief Executive Offi cer of EDF Energies Nouvelles Representative of EDF Energies Nouvelles, Director of EDF EN France

Mr. Elie Cohen Director of EDF Energies Nouvelles

Mr. Yvon André ➤ Delegated Chief Operating Offi cer of EDF Energies Nouvelles ➤ Chief Executive Offi cer of EDF EN France ➤ Board member of C-Power ➤ Member of the managing board of EDF EN UK until May 11, 2010

Mr. Olivier Paquier Delegated Chief Operating Offi cer of EDF Energies Nouvelles

Mr Michel Trousseau Delegated Chief Operating Offi cer of EDF Energies Nouvelles until April 15, 2010

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20.1 Consolidated accounts 149 Consolidated income statement 149 Consolidated comprehensive income 150 Consolidated balance sheet 151 Consolidated statement of cash fl ows 152 Statement of changes in equity 153 Notes to the consolidated fi nancial statements 154 20.2 Statutory auditors’ report on the consolidated fi nancial statements prepared in accordance with IFRS for the year ended 31 December 2010 215 1. Opinion on the consolidated fi nancial statements 215 2. Justifi cation of our assessments 215 3. Specifi c verifi cation 216 20.3 Statutory auditors’ fees 217 20.4 Dividend policy 217 20.5 Legal and arbitration proceedings 218 20.6 Signifi cant changes in fi nancial and commercial position 219

148 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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 on the application of standards), as well as the relevant Statutory Auditors’ reports, are international fi nancial reporting standards (IFRSs), the consolidated included by reference in this registration document. fi nancial statements of EDF Energies Nouvelles for the fi nancial year A change in the method used to consolidate the Group’s wind farms ended 31 December 2010 have been prepared in accordance with in the United States took place during the fi nancial year ended IFRSs at 31 December 2010. 31 December 2009. The impact of this change is broken down in In accordance with article 28–1 sub-paragraph 5 of EC Regulation Note 3.4 to the consolidated fi nancial statements for the fi nancial 809/2004 issued by the European Commission on 29 April 2004, year ended on 31 December 2009 in section 20.1 of this registration the consolidated fi nancial statements for the year ended document. 31 December 2010 (prepared in line with IFRS and including comparative fi gures for 2009 in line with the same standards) and for the year ended 31 December 2009 (prepared in line with IFRSs, including comparative fi gures for 2008 prepared based on the same

20.1 Consolidated accounts

CONSOLIDATED INCOME STATEMENT

(in thousands of euros) Notes 31/12/2010 31/12/2009

Revenues 1,573,293 1,173,077 Purchases used in generation and other purchases (403,121) (415,569) Personnel expenses 6.1 (183,485) (128,072) External expenses (516,013) (322,072) Taxes other than income taxes (25,379) (20,188) Other operating expenses 5 (125,859) (42,215) Other operating income 5 172,334 104,104 Net depreciation and amortization and charges to provisions (183,630) (118,240) Impairment losses 10 (20,708) (697) Operating income 287,432 230,128 Cost of net debt 7.1 (121,574) (80,877) Other fi nancial income and expenses 7.2 (19,346) (23,141) Net fi nancial income/(expense) (140,920) (104,018) INCOME BEFORE TAX OF CONSOLIDATED COMPANIES 146,512 126,110 Income tax 8.1 (61,373) (21,390) Share in income of equity affi liates 13 460 (194) CONSOLIDATED NET INCOME 85,599 104,526 Net income, Group share 106,075 97,946 Minority interests (20,476) 6,580 Earnings per share attributable to holders of ordinary shares (€)

➤ basic earnings per share 9 1.37 1.27

➤ diluted earnings per share 9 1.37 1.27

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CONSOLIDATED COMPREHENSIVE INCOME

The total required under the revised IAS 1: “Consolidated comprehensive income” comprises all components of “profi t or loss” and other comprehensive income.

(in thousands of euros) 31/12/2010 31/12/2009

Consolidated net income 85,599 104,526 Change in fair value of available-for-sale assets (4,028) 1,713 Change in fair value of hedging instruments (31,594) (15,525) Translation differences 25,748 (5,403) Other 2,460 503 Other comprehensive income items (recognized in equity net of tax) (1) (7,414) (18,712) Consolidated comprehensive income 78,185 85,814 o/w comprehensive income attributable to minority interests 100,166 78,354 o/w comprehensive income attributable to Group shareholders (21,981) 7,460

(1) The tax effects arising from “Other comprehensive income items” are presented in Note 8.2 - Income tax.

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CONSOLIDATED BALANCE SHEET

Assets (in thousands of euros) Notes 31/12/2010 31/12/2009

Goodwill 10 116,796 116,272 Other intangible assets 11 27,941 19,191 Property, plant and equipment 12 4,743,479 3,593,666 Investments in equity affi liates 13 56,000 34,867 Non-current fi nancial assets 14.1 120,813 104,849 Other receivables 17.3 185,825 200,315 Deferred tax assets 24.1 54,128 49,884 Non-current assets 5,304,982 4,119,044 Inventories and work in progress 17.2 313,734 584,210 Trade receivables 17.1 622,087 374,014 Current fi nancial assets 14.1 273,279 267,187 Other receivables 17.3 301,618 314,377 Cash and cash equivalents 18 370,727 466,285 Current assets 1,881,445 2,006,073 TOTAL ASSETS 7,186,427 6,125,117

Liabilities and equity (in thousands of euros) Notes 31/12/2010 31/12/2009

Share capital 20 124,109 124,109 Reserves and retained earnings 1,251,339 1,185,712 Group shareholders’ equity 1,375,448 1,309,821 Minority interests 230,953 262,647 Total equity 1,606,401 1,572,468 Provisions for employee benefi ts 25 2,672 2,207 Other provisions 25 33,269 17,758 Non-current provisions 35,941 19,965 Non-current fi nancial liabilities (1) 21.1 3,733,987 2,765,292 Other payables 17.4 429,617 401,825 Deferred tax liabilities 24.1 149,565 111,310 Non-current liabilities 4,313,169 3,278,427 Provisions 25 6,880 6,256 Trade payables 17.1 229,798 230,242 Current fi nancial liabilities (1) 21.1 576,600 711,109 Current tax liabilities 17.4 10,927 13,509 Other payables 17.4 406,711 293,141 Current liabilities 1,230,916 1,254,257 TOTAL LIABILITIES 7,186,427 6,125,117

(1) The Group has reviewed the classification of its liabilities to reflect the contractual maturity of its credit lines rather than the maturity of drawdowns and the nature of bank borrowings. These changes in presentation resulted in a reclassification of €605 million in “current financial liabilities” as “non-current financial liabilities” and in a transfer of €640 million in liabilities vis-à-vis financial units of EDF from “other borrowings” to “bank borrowings” on the balance sheet at 31 December 2009.

2010 Registration document • EDF Energies Nouvelles 151 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) Notes 31/12/2010 31/12/2009

Net income of consolidated companies 85,599 104,526

➤ Share in income of equity affi liates (460) 194

➤ Depreciation, amortization and charges to provisions 27.1 211,004 140,987

➤ Unrealized gains and losses on changes in fair value (1,146) (22,795)

➤ Capital gains/(losses) 27.2 (14,177) (2,361)

➤ Dividends received (102) (113)

➤ Non-cash income and expenses linked to share-based payments (248) (4)

➤ Other non-cash income and expenses 27.3 (33,811) (16,629)

➤ Income tax expense 8.1 9,968 17,582

➤ Change in deferred tax 51,405 4,395

➤ Impact of change in working capital requirement generated by operating activities 17.1 179,204 (192,840)

➤ Cost of debt 7.1 121,574 80,877 Cash fl ow from operations before tax and interest 608,810 113,819

➤ Income tax paid (13,916) (6,490) NET CASH FLOW FROM OPERATING ACTIVITIES 594,894 107,329 Acquisitions of non-current assets 27.4 (1,171,397) (1,277,788) Proceeds from sales of property, plant and equipment and intangible assets 27.4 113,261 27,736 Acquisition of fi nancial assets (29,357) (12,363) Proceeds from the sale of fi nancial assets 27.4 539 3,459 Changes in loans and advances (138) (1,772) Dividends received 675 468 Impact of changes in scope of consolidation 27.5 (1,548) (29,573) Other cash fl ows related to investing activities 1,272 (1,291) NET CASH FLOW FROM INVESTING ACTIVITIES (1,086,693) (1,291,124) Dividends paid by parent company (29,403) (20,908) Dividends paid to minority shareholders (3,277) (2,487) Capital increase/(decrease) - 2,059 Net sale/(acquisition) of treasury shares 943 1,378 Increase in borrowings 21.3 2,802,504 1,378,373 Repayment of borrowings 21.3 (2,180,655) (694,125) Net interest payments (101,750) (76,516) Other cash fl ows from fi nancing activities (101,085) 578,658 NET CASH FLOW FROM FINANCING ACTIVITIES 387,277 1,166,432 Effect of exchange rate fl uctuations 9,025 2,967 NET INCREASE IN CASH AND CASH EQUIVALENTS (95,497) (14,396) Cash and cash equivalents - opening balance 18 431,360 445,756 Cash and cash equivalents - closing balance 18 335,863 431,360 NET CHANGE IN CASH AND CASH EQUIVALENTS (95,497) (14,396)

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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 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 - 97,946 - - 97,946 6,580 104,526 Consolidated comprehensive income (2) - 98,449 (14,378) (5,717) 78,354 7,460 85,814 Dividends - (20,908) - - (20,908) (2,487) (23,395) 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 - (19,639) 105 - (19,534) 32,130 12,596

AT 31 DECEMBER 2009 124,109 1,234,763 (26,252) (22,799) 1,309,821 262,647 1,572,468 AT 1 JANUARY 2010 124,109 1,234,763 (26,252) (22,799) 1,309,821 262,647 1,572,468 Other comprehensive income items recognized in equity (1) (3) - 1,607 (32,376) 24,831 (5,938) (1,505) (7,443) Net income for the period - 106,075 - - 106,075 (20,476) 85,599 Consolidated comprehensive income (2) - 107,682 (32,376) 24,831 100,137 (21,981) 78,156 Dividends - (29,403) - -(29,403) (3,286) (32,689) Elimination of shares held in treasury - (774) - - (774) - (774) Bonus share plan - 1,238 - - 1,238 - 1,238 Changes in the scope of consolidation - (5,540) (31) - (5,571) (6,427) (11,998) Capital increase ------TOTAL TRANSACTIONS WITH SHAREHOLDERS - (34,479) (31) - (34,510) (9,713) (44,223)

AT 31 DECEMBER 2010 124,109 1,307,966 (58,659) 2,032 1,375,448 230,953 1,606,401 (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” heading was referred to as “Gains and losses recognized directly in equity”.

2010 Registration document • EDF Energies Nouvelles 153 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 General information 155 Note 17 Working capital requirement 181 Note 2 Changes in the scope of consolidation 155 17.1 Composition and changes in the working capital requirement 181 Note 3 Statement of compliance and accounting principles 156 17.2 Inventories and work in progress 183 3.1 Statement of compliance with IFRSs 156 17.3 Other receivables 183 3.2 Accounting principles and valuation methods 156 17.4 Other payables 184 3.3 Change in presentation 158 3.4 Critical accounting estimates and assumptions 158 Note 18 Cash and cash equivalents 184 3.5 Consolidation rules 158 Cash at beginning of period 184 3.6 Translation of foreign currency transactions 158 Cash at end of period 184 3.7 Non-current assets 159 Note 19 Assets and liabilities held for sale 185 3.8 Impairment losses on non-fi nancial assets 159 Note 20 Shareholders’ equity 185 3.9 Non-derivative fi nancial assets and liabilities 160 20.1 Share capital 185 3.10 Derivatives 161 20.2 Treasury shares 185 3.11 Inventories 161 20.3 Dividends 185 3.12 Trade receivables 161 Note 21 Financial liabilities 185 3.13 Cash, cash equivalents and overdrafts 162 21.1 Current/non-current breakdown 185 3.14 Shareholders’ equity 162 21.2 Maturity schedule of borrowings at net carrying 3.15 Taxes other than income tax 162 amount 186 3.16 Employee benefi ts 162 21.3 Change in borrowings 187 3.17 Other provisions 163 21.4 Analysis of borrowings by country 188 3.18 Revenue recognition 163 21.5 Analysis of borrowings by currency 189 3.19 Dividends 164 21.6 Net debt 190 3.20 Assets and liabilities held for sale 164 Note 22 Financial risk management 190 Note 4 Segment reporting 165 22.1 Interest-rate risk 190 4.1 Geographical segment reporting 165 22.2 Foreign exchange risk 191 4.2 Business segment reporting 166 22.3 Liquidity risk 192 4.3 Revenue trends 167 22.4 Credit risk 194 4.4 Operating income 168 Note 23 Fair value of fi nancial instruments 195 Note 5 Other operating income and expenses 169 Fair value hierarchy at 31 December 2010 195 Note 6 Personnel 169 Note 24 Deferred taxes 196 6.1 Personnel expenses 169 24.1 Analysis of deferred taxes by origin 196 6.2 Share-based payments 169 24.2 Maturity of deferred taxes 196 6.3 Average headcount 170 24.3 Change in deferred taxes 197 Note 7 Net fi nancial income/(expense) 170 24.4 Reconciliation of theoretical tax expense to actual 7.1 Cost of debt 170 tax expense 197 7.2 Other fi nancial income and expenses 170 Note 25 Provisions 198 Note 8 Tax on comprehensive income 171 Note 26 Provisions for employee benefi ts 200 8.1 Income tax expense 171 26.1 Description of actuarial assumptions applied 200 8.2 Impact on other comprehensive income 171 26.2 Change in obligations 200 Note 9 Earnings per share 171 Note 27 Notes to the consolidated cash fl ow statement 200 Note 10 Goodwill 172 27.1 Depreciation and amortization, provisions and impairment losses charged to operating income 200 Note 11 Intangible assets 172 27.2 Elimination of capital gains/(losses) and dilution Note 12 Property, plant and equipment 173 gains/(losses) 201 Note 13 Investments in associated companies 175 27.3 Other non-cash income and expenses 201 13.1 Breakdown of investments in associated companies 175 27.4 Acquisitions and disposals of non-current assets 201 13.2 Additional information about associated companies 176 27.5 Impact of changes in scope of consolidation 202 Note 14 Financial assets 176 Note 28 Off-balance sheet commitments 203 14.1 Breakdown of fi nancial assets by asset category 176 28.1 2010 presentation change 203 14.2 Change in fi nancial assets 177 28.2 Purchase orders 203 14.3 Financial assets by maturity 178 28.3 Financing commitments received 204 Note 15 Available-for-sale fi nancial assets 178 28.4 Contingent guarantees and commitments 204 Note 16 Derivatives 179 Note 29 Business combinations 205 16.1 Analysis of the fair value of derivatives 179 Note 30 Related party transactions 206 16.2 Derivatives and hedge accounting 179 Note 31 Subsequent events 207 16.3 Trading book derivatives 180 Note 32 Scope of consolidation 207

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Note 1 General information

General information installations in 2010 compared with 3,460 during 2009, and installed 13.6 MWp in capacity for businesses. EDF Energies Nouvelles SA is a société anonyme organized and domiciled in France. Its head offi ce is located at 100 Esplanade du On the other hand, it was a tough year for heat pumps and wood Général de Gaulle – 92932 Paris La Défense Cedex, France. space heaters. Supra and Ribo bore the full brunt of the economic crisis and were also hit by the reduction in the tax credit and by The shares of EDF Energies Nouvelles, the Group’s parent company, economic conditions, which by their very nature had a greater have been traded on the Eurolist by Euronext market since impact on investment than on consumer spending. Supra and Ribo 29 November 2006. posted losses for the year, prompting EDF Energies Nouvelles to EDF Energies Nouvelles SA (“the Company”) and its subsidiaries recognize impairment losses on their assets and goodwill and to (“the Group”) are active in new and renewable energies and notably take a number of measures to circumscribe the underlying risks. wind and solar energy, chiefl y in Europe and the United States. The impact came to €(31.7) million on operating income (see These consolidated fi nancial statements were approved by the Note 10 - Goodwill, Note 11 - Intangible assets, Note 12 - Property, Board of Directors on 8 February 2011. plant and equipment and Note 25 - Provisions), €(13.1) million on net fi nancial income/(expense) (see Note 7 - Net fi nancial The fi nancial statements are presented in thousands of euros, income/(expense)), representing an aggregate impact after tax of unless otherwise stated. €(43) million on consolidated net income and €(19.6) million on net income, Group share. Highlights Moratorium EDF Energies Nouvelles Réparties Following the decree of 10 December 2010 concerning solar tariffs, EDF Energies Nouvelles has respectively 223 MWp in gross capacity EDF Energies Nouvelles Réparties specializes in marketing and 572 MWp in gross capacity of projects for which the rights to an extensive range of distributed energies to consumers the tariff is not “suspended” in the ERDF and RTE “queues”. These and businesses. These solutions comprise distributed solar projects are currently under development and some of them may photovoltaic energy, the key driver of the Group’s growth in this area go ahead after the relevant permits and authorizations have been pursued chiefl y by EDF ENR Solaire (1) and a natural extension of secured. EDF Energies Nouvelles’ activities in centralized solar photovoltaic energy. They also include the non-core heat pump and wood space An individual analysis of the projects will be required at the end heater activities conducted respectively by Ribo and Supra. of the moratorium period to determine the feasibility of projects vis-à- vis the regulations. The photovoltaic system installation business enjoyed a very good year in 2010. EDF ENR Solaire completed 3,759 consumer

Note 2 Changes in the scope of consolidation

The most signifi cant movements were as follows: ➤ the acquisition of control of Reetec (construction, operations and maintenance of wind farms) in Germany. This company was 28%-owned until 31 December 2009 and had been accounted for Additions under the equity method. It is now fully consolidated based on a

➤ the acquisition of Beacon Landfi ll Gas Holdings LLC (biogas percentage interest of 72%;

projects) and Corona Wind Power LLC (wind energy development ➤ the consolidation of a new hydro entity called Germanea, which company) in the United States. These companies are fully is fully consolidated based on a percentage interest of 51%, in consolidated; Bulgaria;

➤ the fi rst-time consolidation of six new companies housing ➤ the fi rst-time consolidation of seven fully-consolidated ground- based photovoltaic farms, namely Solareolica Quinta, photovoltaic power plants, namely Bouloc, Beguey, Blauvac, Solar Green Energy and Energy 2 Sicilia, Fotosolar Sesta, Gabardan 7, Montendre, Pierrefonds and Puyloubier in France; the Fotosolar Sicilia and Solaren in Italy; full consolidation of Cambouisset and Plat des Graniers housing

➤ the consolidation of two new companies, including one the Corbières Méditerranée wind farm, and the equity method of responsible for the maintenance of facilities in Mexico; accounting for PV Alliance, a research company operating in the photovoltaic segment. ➤ the fi rst-time consolidation of three fully consolidated companies operating solar farms, namely Saint Isidore A, Elmsley East and Elmsley West, in Canada; Deconsolidations

➤ the disposal of the Jarry and Saint-Martin thermal power plants in France and the liquidation of Siif Ghana.

(1) At 1 July 2010, Photon Technologies changed its name to EDF ENR Solaire.

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Note 3 Statement of compliance and accounting principles

3.1 Statement of compliance with IFRSs The accounting principles now applied in terms of business combinations and consolidation are described below. In accordance with EC regulation no. 1606/2002 of 19 July 2002, the Group’s consolidated fi nancial statements for the fi nancial year Accounting for business combinations ended 31 December 2010 have been prepared in accordance with The Group has applied the provisions of the revised IFRS 3 IASs/IFRSs as approved in the European Union at this date. Business combinations (2008) to acquisitions completed since The text may be viewed at the following web site: 1 January 2010. This standard is applied prospectively and thus has http://ec.europa.eu/internal_market/accounting/ias/index_en.htm. no impact on the businesses combinations that took place prior to 1 January 2010. 3.2 Business combinations are accounted for using the acquisition Accounting principles and valuation method at the date of acquisition, which is the date on which methods control transfers to the Group. Control is the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts 3.2.1 General principles from its activities. The accounting principles adopted are identical to those used to The principal changes made in accounting for business combinations prepare the consolidated fi nancial statements for the fi nancial after 1 January 2010 are as follows: year ended 31 December 2009, except for the following standards a) Calculation of acquisition cost applicable by the Group from 1 January 2010: Any adjustments to the price of business combinations are ➤ revised IFRS 3 “Business combinations” (January 2008); measured at fair value at the acquisition date. ➤ amendment to IAS 27 “Consolidated and Separate Financial In certain cases, in accordance with the revised IFRS 3, where the Statements” (December 2008). consideration paid is for a transaction distinct from the business combination, such as future services, this transaction is excluded 3.2.2 Standards and interpretations adopted by the from the cost of the business combination. European Union and applicable with effect Lastly, except for those incurred from the issue of debt or equity from 1 January 2010 instruments, costs arising from the acquisition are now expensed The 2010 fi nancial year saw the entry into force of the revised IFRS 3 and are presented chiefl y on the “External expenses” line of the “Business Combinations” and amendments to IAS 27 “Consolidated consolidated income statement. and Separate Financial Statements”, which substantially alter b) Measurement of non-controlling interests (NCI) the method of accounting for acquisitions of companies and The revised IFRS 3 allows non-controlling interests (minority consolidation rules. interests) to be recognized either at their fair value or at the NCI’s The principal changes are as follows: proportionate share of net assets of the acquiree. This option is

➤ goodwill may be measured including the non-controlling available on a transaction-by-transaction basis. interests’ proportionate share (election for the “full goodwill” c) Determination of goodwill method); Goodwill is measured as the difference between: ➤ costs linked to the business combination must be recognized as ➤ the fair value of the consideration transferred, plus where expenses, whereas they were previously included in the cost of appropriate the amount of any NCI and the fair value of the acquisition; acquirer’s previously-held equity interest in the acquiree. The previously held equity interest is thus remeasured at fair value ➤ this acquisition cost must include the fair value of contingent consideration, such as earn-out payments, whereas the through profi t or loss;

acquisition price could previously be adjusted subsequently; ➤ and the net of the acquisition-date amounts of the identifi able assets acquired and liabilities assumed. ➤ where the Group acquires control over a company in which it previously held an interest, the latter must be revalued at fair If the difference above is negative, the resulting gain (negative value. Any differences between the carrying amount and fair goodwill) is recognized immediately as a bargain purchase through value are recognized on the income statement. The same process profi t or loss. applies in reverse, should the Group lose control in stages;

➤ any change in non-controlling interests, without loss of control, represents a transaction between owners and affects only the allocation of shareholders’ equity between the Group share and the non-controlling interests.

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d) Measurement period and subsequent adjustments Subsequently, if the Group retains a holding in the relevant entity, If the initial accounting for a business combination can be it is recognized at an amount equal to its fair value at the date of determined only provisionally, any adjustments to provisional loss of control. It is accounted for either under the equity method values must be made within twelve months of the acquisition date or as an available for sale fi nancial asset, depending on the level of to fi nalize the recognition of the relevant business combination. infl uence retained. After this period, any adjustments are recognized in income. c) Losses attributable to non-controlling interests Comprehensive income is allocated between the portion attributable Amended IAS 27 “Consolidated and Separate Financial to equity holders of the parent and minority shareholders, even if Statements” this means showing a negative balance of non-controlling interests. Since 1 January 2010, the Group has applied IAS 27 Consolidated and Since this amendment is applied prospectively, negative non- Separate Financial Statements (2008) to account for acquisitions controlling interests charged to the Group’s equity prior to and disposals of non-controlling interests (previously referred 1 January 2010 are not reclassifi ed. Losses attributable to non- to as “minority interests”). The change in method was applied controlling interests but included in shareholders’ equity, Group prospectively and did not have any impact on earnings per share. share amounted to €3.6 million at 31 December 2009. a) Change in percentage interest without change in control d) Puts on non-controlling interests Any acquisition or sale of non-controlling interests that does In the absence of specifi c provisions in IFRSs and in accordance with not lead to a change in control is now recognized in equity as a the AMF recommendation of 4 November 2009, the Group adopted transaction between owners. It does not therefore affect income for the following accounting treatment for puts on non-controlling the period. The consolidated value of the subsidiary’s assets and interests. Upon their initial recognition, these puts are recognized liabilities, including the relevant goodwill, thus remains unchanged. as borrowings at the discounted value of the put amount, with a b) Loss of control corresponding reduction in non-controlling interests. The difference When the Group initially loses control, it no longer consolidates between the carrying amount of the NCIs expected to be acquired the subsidiary’s assets and liabilities or the other equity items and the amount of the estimated liability is recognized: concerning this subsidiary. Any gain or loss resulting from the loss ➤ in equity, for transactions after 1 January 2010; of control is recognized through profi t or loss. ➤ in goodwill, for transactions prior to 1 January 2010.

3.2.3 Other changes to the standards applicable to periods beginning on or after 1 January 2010, with no impact on the Group’s financial statements

Standard, amendment or interpretation

Amendment to IFRS 2 “Group Cash-settled Share-based Payment Transactions” Improvements to IFRS 2007-2009 Amendments to IAS 39 “Reclassifi cation of Financial Assets” IFRIC 12 “Service Concession Arrangements” IFRIC 15 “Agreements for the Construction of Real Estate” IFRIC 16 “Hedges of a Net Investment in a Foreign Operation” IFRIC 17 “Distributions of Non-cash assets to Owners” IFRIC 18 “Transfers of Assets from Customers”

The Group has not elected for early adoption of the standards and interpretations adopted by the European Union, adoption of which is not mandatory at 1 January 2010, notably the amendments to IAS 32 “Classifi cation of Rights Issues*”, which enter force for periods beginning on or after 1 February 2010. * Amendment stating the accounting classifi cation of the instruments issued as equity or debt.

2010 Registration document • EDF Energies Nouvelles 157 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

3.3 Change in presentation wind farms, as well as the tax losses linked to this accelerated depreciation. The recoverability of deferred tax assets is assessed 3.3.1 Presentation of credit lines based on estimated future earnings. The Group now classifi es its credit lines based on their contractual maturity dates rather than on the maturity of drawdowns. 3.5 Consolidation rules This change in presentation resulted in the reclassifi cation of Consolidated companies are listed in Note 32 – Scope of consolidation. € 605 million in current fi nancial liabilities as non-current fi nancial Companies controlled by the Group are fully consolidated. Control liabilities on the balance sheet at 31 December 2009. is deemed to exist when the Group holds, directly or indirectly, more than half of the voting rights. It is also deemed to exist when the 3.3.2 Reclassification of EDF liabilities Group has the power to govern the fi nancial and operating policies as “Bank borrowings” of an enterprise so as to obtain benefi ts from its activities, even The Group decided to reclassify the €640 million in liabilities where it does not hold a majority of the voting rights. vis-à-vis fi nancial branches of EDF as “Bank borrowings” at Joint ventures are entities over which the Group exercises joint 31 December 2009. control under a contractual agreement, requiring the unanimous consent of the venturers on strategic fi nancial and operating 3.4 Critical accounting estimates and decisions. They are proportionally consolidated. assumptions Associated companies are entities in which the Company exercises signifi cant infl uence but not control over the fi nancial and operating The preparation of the fi nancial statements in accordance with IFRSs policies. This signifi cant infl uence is generally accompanied by an requires management to exercise judgment and to make estimates equity investment of between 20% and 50%. These associates are and assumptions impacting the application of accounting policies accounted for under the equity method and are initially recorded and the amounts of assets and liabilities, income and expenses and at cost. disclosures concerning contingent assets and liabilities. All balance sheet items, signifi cant transactions between The underlying estimates and assumptions are based on past consolidated companies and any intra-group profi ts are eliminated experience and a certain number of other factors considered upon consolidation. reasonable given the circumstances and future projections. By defi nition, the resulting accounting estimates may differ from the actual future results. 3.6 Translation of foreign currency The use of estimates and assumptions is particularly signifi cant for transactions the following items: 3.6.1 Functional currency and presentation currency 3.4.1 Percentage-of-completion method Items included in the fi nancial statements of each Group entity are The percentage-of-completion method is used to recognize measured using the currency of the primary economic environment revenues and profi ts on projects held for sale. The percentage of in which the entity operates (the “functional currency”). For the completion of projects and profi t to completion expected at the presentation of the consolidated fi nancial statements, the profi ts balance sheet date are assessed based on estimates and require and losses, and the fi nancial position of each entity are translated the use of judgement. Experience shows that differences between into euros, the Group’s functional and presentation currency. expected results and those actually achieved are not signifi cant. Balance sheet items (including goodwill and fair value adjustments arising from consolidation) of entities operating outside the euro 3.4.2 Estimated impairment of goodwill and long-term zone are translated into euros at the exchange rate in force at the assets balance sheet date. Income statement items are translated at the The Group tests goodwill and long-term assets for impairment, average exchange rate ruling during the fi nancial year. Gains and in accordance with the accounting method set out in Note 3.8 – losses resulting from translation are recognized under translation Impairment losses on non-fi nancial assets. The cash generating differences as a separate component of equity. units used as the basis for these calculations comprise wind and solar farms owned by the Group, the pipeline of power generation 3.6.2 Foreign currency transactions projects, the Operation and Maintenance business and the Foreign currency transactions are recognized in the functional Group’s production facilities. These calculations require the use of currency by applying the exchange rate ruling at the date of the estimates, in particular through the modeling of future free cash transaction. fl ows. Monetary assets and liabilities in foreign currencies at the balance 3.4.3 Deferred taxes sheet date are translated into euros using the exchange rate ruling at this date. Any translation differences are recognized in the Deferred tax assets and liabilities represent a material amount income statement. in the Group’s fi nancial statements. In particular, they include the impact of accelerated tax depreciation relating specifi cally to

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3.6.3 Net investment in a foreign operation from the moment the feasibility of the corresponding projects is established. The key capitalization criteria are as follows: Gains and losses resulting from the translation of a net investment in a foreign operation and corresponding hedges are recognized ➤ “options to lease” have been secured; under translation differences. They are recognized in the income ➤ wind and insolation conditions are deemed to be suffi cient; statement on repayment or sale of the foreign operation. ➤ a grid connection is possible; 3.7 Non-current assets ➤ environmental impact studies are favorable; ➤ the likelihood of a power purchase agreement being signed in 3.7.1 Acquisition or construction cost countries where there is no obligation to buy is realistic; and

Property, plant and equipment is stated at cost less accumulated ➤ a suffi cient rate of return is projected. depreciation and impairment losses. Borrowing costs for capital used to fi nance work in progress or The cost of property, plant and equipment produced internally developments are capitalized until the projects come into service includes direct and indirect development costs, excluding and are depreciated over the useful life of these facilities. prospecting and marketing expenses. These costs are capitalized

3.7.2 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 Wind farms acquired during their service life Based on their residual life, from 8 to 25 years Photovoltaic facilities 20 to 25 years Gas cogeneration power plants from 12 to 20 years, depending on the type of facility Biogas production facilities Based on the term of contracts Hydroelectric power plants 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 adjusted, if necessary, at each balance sheet date. Gains or losses on the disposal of assets are calculated by comparing proceeds from the disposal with the carrying amount of the asset sold. These gains or losses are recognized in the income statement.

3.7.3 Leases 3.8 Impairment losses on non-financial assets Leases that transfer substantially all the risks and rewards of In accordance with IAS 36 “Impairment of Assets”, intangible assets ownership to the Group are classifi ed as fi nance leases. An asset with an indefi nite useful life and goodwill are tested annually for with the characteristics of property, plant and equipment used impairment and whenever there is an indicator of the risk that the by the Group and acquired under a fi nance lease is recognized as recoverable amount may be lower than the carrying amount. property, plant and equipment at an amount corresponding to the Assets subject to depreciation are tested for impairment whenever lower of the fair value of the leased property and the present value there is an indicator of impairment. of minimum lease payments.

3.7.4 Intangible assets 3.8.1 Impairment indicators The impairment indicators used within the Group are consistent Intangible assets acquired by the Group with a fi nite useful life across all its segments: are accounted for at cost less accumulated amortization and impairment losses. They are amortized on a straight-line basis over ➤ a contraction of over 15% in revenues; or their estimated useful life. ➤ a fall of over 15% in EBITDA (earnings before interest, tax, depreciation and amortization).

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3.8.2 CGUs and groups of CGUs 3.8.4 Sensitivity to changes in assumptions To test for impairment, assets are grouped into cash generating The discount rate is one of the key parameters in which a change units, which correspond to the smallest identifi able group of assets may cause the carrying amount to exceed the recoverable amount. that generates independent cash infl ows based on an operational Analysis shows that the pre-tax hurdle rates stand at 8.5% at least segmentation. Most of the Group’s property, plant and equipment for the CGUs tested. comprises power generation assets and primarily wind and solar farms. Assets in progress also relate to this type of facility. 3.8.5 Recognition of impairment With a few exceptions, all of these assets are housed in a dedicated Impairment is recognized for an amount corresponding to the legal structure (“the project company”) for which individual difference between the carrying amount and the recoverable operating cash fl ows can be calculated. amount of the asset. The Group has counted each of the legal entities owning the Impairment losses identifi ed are allocated initially to goodwill, then aforementioned assets or groups of assets as a cash generating to the assets of the corresponding CGU. Goodwill impairment is not unit (CGU). reversible. As a result of this decision and its consequences in terms of the number of groups of assets taken into consideration, there are 3.9 Non-derivative financial assets and no individual cash generating units representing a signifi cant proportion of total assets. liabilities Goodwill may also be tested, where appropriate, at the level of a Non-derivative fi nancial assets and liabilities are presented on CGU or group of CGUs, provided that these are all located in the the balance sheet as current or non-current assets and liabilities same country. depending on whether they are due in more or less than one year, with the exception of trading book derivatives, which are classifi ed 3.8.3 Methodology for impairment testing as current assets. Impairment testing is generally based on calculation of a value 3.9.1 Available-for-sale financial assets in use (discounted cash fl ow method) of the assets or CGUs. For certain power generation assets and in certain countries, reference Available-for-sale fi nancial assets include investments in values taken from active markets may exist and be used. unconsolidated companies. They are carried at their fair value at the balance sheet date. Unrealized capital gains or losses on available- The discount rate applied is determined for each group of assets for-sale fi nancial assets are recognized in equity. For securities tested using the weighted average cost of capital (WACC) method. It listed in an active market, fair value is market value. When fair takes into account the risks linked to the relevant activities and the value cannot be reliably estimated using other accepted valuation geographical location of assets and CGUs. methods, such as discounted future cash fl ows, these securities are Future cash fl ows used in impairment tests are based on projections measured at cost less impairment losses. that are updated on an annual basis. For power generation activities, If there is a signifi cant or prolonged decrease in the fair value of which account for the vast majority of the assets to be tested, available-for-sale assets, the unrealized capital loss is reclassifi ed revenues derive from long-term sale agreements generally covering from equity to income for the fi nancial year. most of the useful life of installations. Costs are based on fairly predictable data: depreciation, maintenance and operating costs, 3.9.2 Financial assets recognized at amortized cost with the latter also subject to long-term contracts in many cases. Loans and fi nancial receivables are measured and accounted for at The following three parameters are likely to have a material impact amortized cost less any impairment charges. on calculations: At each balance sheet date, the Group assesses whether there is ➤ long-term changes in the level of electricity generation; any objective evidence of impairment in an asset. If so, the Group ➤ changes in interest rates and market risk premiums; estimates the recoverable amount of the asset and recognizes any necessary impairment as appropriate for the relevant category of ➤ changes in tariff regulations and/or the direct or indirect (through assets. taxation) subsidy system. The latter factor, which is signifi cant for future projects, is fairly secure for power plants already in The size of the loss is measured as the difference between the operation. asset’s carrying amount and the present value of estimated future cash fl ows discounted at the original effective interest rate of the Barring any unusual events, the annual impairment test is carried fi nancial asset. The impairment or any recovery of impairment is out at the time of the annual budget and medium-term review. included in the “Net impairment of fi nancial assets” component of net fi nancial income/(expense).

3.9.3 Borrowings Borrowings are accounted for using the amortized cost method. Interest is calculated at the effective rate and recorded under the

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“Cost of debt” over the term of the borrowing. When it may be are recorded in the income statement and offset by symmetrical allocated to the construction of an eligible asset, it is included in changes in the fair value of the hedging instrument. Only the the cost of construction or acquisition of this asset. ineffective portion of the hedge impacts income;

When debt is restructured with a lender giving rise to substantially ➤ Cash fl ow hedge: instruments used to hedge changes in future different terms, the Group derecognizes the existing liability and cash fl ows on an asset or liability recorded on the balance sheet, records a new liability. a highly probable future transaction or a fi rm foreign exchange commitment. The effective portion of accumulated changes in 3.10 the fair value of hedging instruments is recorded in equity and Derivatives the ineffective portion is recognized in income. When the hedged cash fl ows materialize, the amounts previously recognized in 3.10.1 Scope equity are taken to the income statement in the same way as for The scope of derivatives has been defi ned by the Group in the hedged item, or, when a fi rm commitment exists to buy non- accordance with the requirements and principles of IAS 39. The fi nancial assets such as turbines, they are recognized in the cost Group analyzes all of its contracts, be they fi nancial or non-fi nancial of this non-fi nancial asset. in nature, to identify the existence of any “embedded derivatives”. The hedging relationship ends when: Any component of a contract that affects the fl ows of the contract ➤ a derivative ceases to be an effective hedging instrument; concerned in the same way as a standalone derivative satisfi es the defi nition of an embedded derivative. ➤ a derivative expires or is sold, terminated or exercised;

If the conditions of IAS 39 are fulfi lled, an embedded derivative is ➤ the hedged item expires, is sold or redeemed; accounted for separately at the date of inception. ➤ a future transaction is no longer regarded as highly probable. 3.10.2 Measurement and recognition As only external derivatives are considered eligible for hedge Derivatives are recognized at their fair value. This fair value is accounting, gains and losses on internal derivatives are eliminated determined based on listed prices and market data available from from the consolidated fi nancial statements. However, hedge external contributors. accounting applies to a hedging relationship initiated via internal derivatives if it can be demonstrated that the internal derivatives Changes in the fair value of these derivatives are recorded in the will be matched with similar external transactions. income statement unless they are designated as cash fl ow hedges or hedges of a net investment. 3.11 In this case, changes in the value of hedging instruments are Inventories recognized directly in equity, excluding the ineffective portion Inventories are stated at the lower of cost and net realizable value. notably resulting from the separation of the time value of a contract, Net realizable value is the expected selling price in the ordinary which is recognized under net fi nancial income/(expense). course of business less estimated costs to completion and costs to sell. 3.10.3 Hedging derivatives The cost of raw materials and supplies is calculated using the The Group uses derivatives to hedge its interest rate and foreign fi rst- in, fi rst-out method at the weighted average unit cost based exchange risks. on the activities. The Group applies the criteria set out in IAS 39 to designate The cost of work in progress covers design costs, material included derivatives as hedges, i.e. in the project, direct labor costs, other direct costs and a share

➤ the hedge must cover changes in the fair value or cash fl ows of general expenses based on normal generation capacity. If attributable to the risk hedged, and the effectiveness of the applicable, it also includes borrowing costs. hedge must lie between 80% and 125%;

➤ in the case of cash fl ow hedges, the future transaction being 3.12 Trade receivables hedged must be highly probable; and Impairment in receivables is recognized when there is objective ➤ appropriate documentation must have been drawn up. evidence that the Group will be unable to recover all sums owed under the original terms of the transaction. Signifi cant fi nancial The Group uses the following types of hedge: diffi culties facing the debtor, the probability of bankruptcy or ➤ Fair value hedge: instruments used to hedge changes in the fair fi nancial restructuring of the debtor and payment default represent value of an asset or liability recorded on the balance sheet or evidence of the impairment of a receivable. a fi rm commitment to buy or sell an asset. Changes in the fair value of the hedged item attributable to the hedged component

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3.13 Cash, cash equivalents and overdrafts Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or “Cash and cash equivalents” comprise cash on hand and in bank, the liability is settled, based on tax rates that have been enacted or other highly liquid short-term investments with a maturity of substantively enacted by the balance sheet date. less than three months and a negligible risk of changes in value. Bank overdrafts are recorded on the balance sheet under “Current A deferred tax asset is recognized only where it is probable that fi nancial liabilities”. a tax benefi t will be realized in the future. Deferred tax assets are written down where it is no longer probable that suffi cient taxable income will be available. 3.14 Shareholders’ equity The income tax consequences of dividends are recognized when a Ordinary shares are classifi ed as equity instruments. liability to pay the dividend is recognized. Additional costs directly attributable to the issuance of new shares 3.15.2 Taxes other than on income or options are recognized in equity as a deduction from the proceeds of the issue, net of tax. In France, the introduction of the CET (“Contribution Economique Territoriale”, territorial economic levy) under the 2010 Finance When a Group company buys shares in the Company (treasury Act in a reform of business license tax regime did not give rise shares), the amount paid, including directly attributable additional to any change in accounting methods for the preparation of the costs (net of tax), is deducted from the Group share of equity until 2010 fi nancial statements. Like business license tax, this levy is the shares are cancelled, reissued or sold. In the event of the sale accounted for in “Taxes other than on income”. or subsequent reissue of the shares, the proceeds, net of additional costs directly attributable to the transaction and the associated tax impact, are included in the Group share of equity. 3.16 Employee benefits

3.15 Taxes other than income tax 3.16.1 Pension liabilities Pension plans in force in the Group are defi ned contribution plans. 3.15.1 Income taxes In a defi ned contribution pension plan, the Group pays fi xed contributions to an independent entity. In this case, the Group has Income taxes comprise current tax payable (or recoverable) and no legal or constructive obligation to top up the plan if the plan deferred tax payable (or recoverable). Tax is recognized in the assets are insuffi cient to pay all employees the benefi ts due in income statement unless it relates to items that are recorded respect of services rendered during the current year and prior years. directly in equity, in which case it is recognized in equity. Tax due is the estimated amount of tax owed in respect of taxable 3.16.2 Benefits payable upon retirement income for a given period, determined using tax rates enacted or substantively enacted by the balance sheet date, and any Benefi ts payable upon retirement are linked to defi ned benefi t adjustments to the amount of tax payable in respect of prior periods. schemes that designate post-employment benefi t plans, which guarantee future benefi ts for employees constituting a future Deferred tax is accounted for using the liability method for all liability for the Group. temporary differences between the carrying amount of assets and liabilities on the balance sheet and their tax base. Deferred tax is The liability is calculated using the projected unit credit method in not recognized in the following cases: order to determine the present value of all future benefi ts and the current service cost. ➤ goodwill for which amortization is not deductible for tax purposes; This actuarial calculation is based on actuarial assumptions relating ➤ the initial recognition of an asset or liability in a transaction which to demographic (mortality, staff turnover) and fi nancial parameters is not a business combination and affects neither accounting (future salary increases, discount rate). The actuarial gains and profi t nor taxable income; losses recognized over the period were not material and are recognized directly in profi t or loss under personnel expenses. ➤ temporary differences arising on investments in subsidiaries when it is probable that the temporary differences will not reverse in the future.

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3.16.3 Other post-employment benefits and 3.18 Revenue recognition long- term benefits No Group companies offer employees any specifi c plans 3.18.1 Sale of goods and services corresponding to post-employment benefi ts or long-term benefi ts. Revenues include sales of electricity and related income, sales of The Group’s employees do not benefi t from special electricity tariffs. operations & maintenance services and certain project development and construction contracts. They are stated net of discounts and 3.17 Other provisions rebates and do not include intra-group sales. Revenue from the sale of services is recognized in the income A provision is recognized when the Group has a present (legal or statement on the basis of the percentage of completion of the constructive) obligation arising as a result of a past event and it is service at the balance sheet date. The percentage of completion probable that an outfl ow of resources embodying economic benefi ts is measured by reference to the work performed. For ongoing will be required to settle the obligation. service contracts, the percentage of completion is measured at key If the effect of time value is material, provisions are determined by contractual dates. discounting expected future cash fl ows at a pre-tax rate that refl ects Revenue from the sale of assets is recognized on the income current market assessments of the time value of money and, where statement when the risks and rewards of ownership have been appropriate, the risks specifi c to the liability. transferred to the buyer. 3.17.1 Asset retirement obligations and liabilities No revenue is recognized when there is a material uncertainty regarding the recoverability of the amount due, costs incurred or to For wind and solar facilities, asset retirement and decommissioning be incurred relating to the service or the possible return of goods obligations and liabilities are set aside, depending on the terms and in the case of the right to cancel the purchase, and when the Group conditions linked to occupancy of the land or roof space, i.e. whether remains involved in management of the goods. they are owned by the Group or held under long-term leases. In the latter case, provisions are assessed based on the leases defi ning 3.18.2 Construction contracts the state in which the land is to be returned and according to the likely cost when the cost of dismantling/decommissioning them In almost all cases, profi t from a construction contract may be rests with the Group. estimated reliably, and income and expenses relating to the contract are recognized in the income statement on the basis of An “asset retirement” component is recognized in parallel and then the percentage of completion of the contract. The percentage of amortized on a straight-line basis over the life of the subsequent completion is measured by reference to the work already performed asset. and to costs to completion reviewed at the balance sheet date. Any expected loss is immediately recognized in the income statement. 3.17.2 Provisions for legal disputes In the normal course of the Group’s business activities, legal 3.18.3 Penalty fees receivable or payable in connection disputes may arise with third parties and legal proceedings may be with the construction and/or operation of a facility initiated. Provisions are calculated on the basis of the assessment In connection with the construction and/or operation of a facility, of the risks associated with each project when the cost can be the Group may receive from and pay penalty fees to turbine and estimated. solar panel suppliers based on the contractual criteria that vary from project to project. 3.17.3 Provision for warranties When the penalty fees received are intended to offset an operating In connection with its activities developing and selling photovoltaic loss, they are accounted for under operating revenues. Conversely, power plants that qualify for a reduced rate of taxation, the Group where they can be treated as a discount on the purchase price of contractually agrees under certain programmes to replace batteries turbines, they are recognized as a reduction in the construction cost and sets aside a provision to cover the related costs. In addition, of the project. the Group sets aside provisions to cover various obligations arising from the warranties given to users. On the other hand, these agreements state that if the item’s performance exceeds contractually agreed thresholds, the Group undertakes to pay a fee to turbine or panel suppliers. In such cases, the amounts payable are recognized under operating expenses as incurred.

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3.18.4 Government grants 3.18.9 Net financial income/(expense) Asset subsidies Net fi nancial income/(expense) comprises interest payable on borrowings calculated using the effective interest rate method, Government grants are stated at fair value when there is reasonable interest income due on investments, other dividend income, foreign assurance that they will be received and that the Group will comply exchange gains and losses, and gains and losses on hedging with the terms and conditions attached to such subsidies. Grants instruments, which are recognized in the income statement. that cover all or part of the cost of an asset are presented as deferred income under liabilities (“Investment grants”) and recognized in the income statement as operating income over the useful life of the 3.19 Dividends subsidized asset. Dividends paid to the Company’s shareholders are recognized as Investment tax credits debt in the Group’s fi nancial statements for the period in which the Investment grants received in the form of a tax credit, notably the dividends are approved by the Company’s shareholders. Investment Tax Credit in force in the United States for solar and wind projects, are recognized as asset subsidies. 3.20 Assets and liabilities held for sale Income subsidies Non-current assets or groups of assets and liabilities held for sale, Subsidies to cover costs incurred by the Group are recognized the carrying amount of which will be recovered principally through systematically in the income statement for the period during which a sale rather than through continuing use, are classifi ed as “held for the costs were incurred. sale”. Immediately prior to their classifi cation under this heading, they are measured in accordance with the applicable accounting 3.18.5 Interest income principles and standards. When they are classifi ed in this category, they are stated at the lower of their carrying amount and fair value Interest income is recognized in net fi nancial income/(expense) less costs to sell. Any resulting impairment losses are recognized in using the effective interest rate method. profi t or loss, as are any subsequent gains and losses. 3.18.6 Dividend payments A discontinued operation is a component of an entity that represents a separate major line of business or geographical area of operations Dividends are recognized in fi nancial income when the right to or a subsidiary acquired exclusively with a view to resale. receive the dividend is established. An operation is classifi ed as discontinued at the date the entity has 3.18.7 Operating lease payments actually disposed of the operation, or when the operation meets the criteria for classifi cation as held for sale. Operating lease payments are recognized as expenses on a straight-line basis over the term of the lease. Benefi ts received form None of the Group’s assets, groups of assets or operations met an integral part of the total net of lease costs and are recognized in these criteria at 31 December 2010. the income statement according to the same rule.

3.18.8 Finance lease payments Minimum fi nance lease payments are apportioned between the fi nance charge and the reduction of the outstanding liability. The fi nance charge is allocated to each period during the lease term so as to produce a constant periodic effective rate of interest on the remaining balance of the liability.

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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 rewards A segment is a distinguishable component of the Group that to which it is exposed. is engaged either in providing products or services (business segment), or in providing 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 2010

(in thousands of euros) Europe Americas Eliminations Total

Revenues External revenues 1,034,635 538,658 - 1,573,293 Other operating income 141,742 30,592 - 172,334 TOTAL REVENUES 1,176,377 569,250 - 1,745,627 Other operating expense (908,944) (365,620) - (1,274,564) Charge to operating provisions (33,844) (2,820) - (36,664) Depreciation and amortization (93,479) (53,488) - (146,967) Operating income by segment 140,110 147,322 - 287,432 Cost of net debt (60,028) (61,545) - (121,574) Other fi nancial income and expenses (18,202) (1,146) - (19,346) Share in income of equity affi liates 460 - - 460 Income taxes (29,982) (31,390) - (61,373) CONSOLIDATED NET INCOME 32,358 53,241 - 85,599 Other information Segment assets 5,915,363 1,783,722 (512,658) 7,186,427 Segment liabilities 5,399,465 2,299,620 (512,658) 7,186,427 Associated companies 56,000 - - 56,000 Acquisitions of property, plant and equipment and intangible assets 865,100 450,841 - 1,315,941

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4.1.2 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 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

4.2 Business segment reporting

4.2.1 Financial year ended on 31 December 2010

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

External revenues 461,037 54,832 714,331 343,093 - 1,573,293 Carring amount of assets 4,800,846 130,874 3,827,904 520,338 (2,093,535) 7,186,427 Acquisition of property, plant and equipment and intangible assets 930,726 717 445,445 54,862 (115,809) 1,315,941

4.2.2 Financial year ended on 31 December 2009

Operations & Development and Sale of Distributed (in thousands of euros) Generation Maintenance 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

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4.3 Revenue trends – the full-year impact of the commissioning during 2009 of wind farms in France (101.1 MW net), Italy (27.2 MW net), Turkey The Group’s revenues rose by 34.1% to €1,573.3 million in the year (22.5 MW net), Greece (19.8 MW net), Portugal (20 MW net), the ended 31 December 2010, up from €1,173.1 million in the year ended United Kingdom (19 MW net) and Belgium (5.5 MW net offshore), 31 December 2009. At constant exchange rates, revenues grew by the photovoltaic power plants commissioned in France (18.5 31.6%. All the Group’s business lines contributed to this increase: MWp net) and in Italy (9 MWp net); and, lastly, a biogas power ➤ the electricity generation business recorded an increase of plant in France (1.4 MW net), 27.3% in its revenues. Based on a strict defi nition, output rose – the commissioning during 2010 of new wind farms in Greece to 6.1 TWh, up 25% compared with the previous year. This (63 MW net), Italy (36.8 MW net), the United Kingdom (25 MW positive performance was achieved in spite of a modest full-year net), France (20.7 MW net), Turkey (17.1 MW net) and Germany contribution from newly commissioned plants, since new power (4.6 MW net). In the solar photovoltaic segment, 2010 brought plants in Europe tended to be commissioned in the early part of a very strong increase in newly commissioned facilities (127.8 2009, but not until the second half of 2010. Changes in scope also MWp net), with new plants coming onstream in Italy (58.1 MWp made a negative contribution, with the disposal in the middle of net), France (42.2 MWp net), Spain (21.5 MWp net) and Greece the year of the Jarry and Saint-Martin thermal power plants in (6 MWp). French overseas departments and territories and the shutdown of the Mulhouse cogeneration facility at the end of its 12-year In addition, the Jarry and Saint-Martin thermal power plants were operating contract. Adjusted for these changes, the revenues deconsolidated during 2010. At comparable scope, Generation recorded by the Generation business grew by 32.2%, with output revenues in Europe rose by 25.6%. in TWh moving up 28.2%; Consolidated annual output in Europe came to 3.31 TWh during

➤ the Operations & Maintenance business enjoyed strong growth 2010 (i.e. 19.6% more than in 2009 and 25.3% more excluding owing primarily to the full consolidation of the German group the Jarry and Saint-Martin facilities). Output recorded at the Reetec, since EDF Energies Nouvelles increased its shareholding generation facilities already in operation at 1 January 2009 (since in the company to 72% during the fi rst half of 2010. During 2009, the comparison is more challenging than for those commissioned the Reetec group was accounted for using the equity method; since) was broadly better in 2010 than in 2009, especially in wind energy in Portugal and in the hydro segment in Bulgaria. On the ➤ the DSSA business recorded an exceptionally strong year in 2010. pricing front, the United Kingdom saw a positive price effect, with Its main accomplishments were in France in the solar photovoltaic wholesale electricity rates starting to rise in the second half, after segment, with the sale of 44.2 MWp in ground-based plants bottoming out in 2009. and 15.7 MWp in large roof arrays (industrial, commercial and ➤ farm buildings), and in the US wind energy segment, with the development and Sale of Structured Asset revenues advanced € € completion of the Linden project (50 MW), as well as the sale of from 182.7 million in 2009 to 341 million in 2010. This strong the Nobles project (201 MW). Also in the wind energy segment, growth was attributable to the size of the photovoltaic projects the 10 MW Canton du Quesnoy project in France was sold; sold: – during 2009, the Group sold 11.6 MWp in roof-based projects ➤ lastly, EDF Energies Nouvelles Réparties’ revenues were driven by (industrial and commercial roof arrays and farm buildings), as the healthy performance of its core business, i.e. the installation of photovoltaic systems for consumers and businesses by well as the Mangassaye project (5.1 MWp), (1) EDF ENR Solaire , as well as by the sale of solar modules and – during 2010, the Group sold 15.7 MWp in roof-based and 46.2 systems by the Tenesol group in Europe, especially in Germany MWp in ground-based projects (three tranches of the Gabardan and Italy. Conversely, the non-core businesses involving the sale project and one tranche of the Saint Symphorien project) for of heat pumps (Ribo) and wood space heaters (Supra) were hit regulatory reasons; by economic conditions and the reduction in the associated tax credits, the combined effect of which was to make consumers ➤ revenues generated by the Operations & Maintenance business € € postpone their investment spending or to focus on entry-level totaled 25.8 million during 2010. They came to 6.4 million products carrying lower margins. during 2009. This increase was attributable to the fi rst- time consolidation of Reetec in Germany, which is now fully consolidated, whereas it was accounted for under the equity 4.3.1 Europe method in 2009; The Group’s revenues in Europe grew by 39.9% from €739.5 million ➤ the revenues posted by EDF Energies Nouvelles Réparties and in 2009 to €1,034.6 million in 2010. This increase was attributable its subsidiaries during 2010 came to €343.1 million, up from to the following factors: €279.2 million in 2009, representing an increase of 22.9%. This ➤ electricity generation revenues advanced by 19.8% from €271.2 increase of €63.9 million derived chiefl y from: million in 2009 to €324.7 million in 2010, representing an increase of €53.6 million. The key factors driving this increase were: – the upbeat performance of the solar photovoltaic activities conducted by EDF Energies Nouvelles Réparties SA, EDF ENR Solaire and Tenesol. Business growth in sales of building- integrated

(1) At 1 July 2010, Photon Technologies changed its name to EDF ENR Solaire.

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solar systems (EDF ENR SA and EDF ENR Solaire) derived from – during 2009, the principal contributors were the sale of the Crane the development of turnkey facilities for consumers (BtoC) and Creek (99 MW) and Spearville II (48 MW) wind energy projects higher sales to businesses (BtoB). Illustrating this point, EDF and the sale on a percentage-of-completion basis of the Linden ENR Solaire completed 3,759 consumer installations in 2010 (50 MW) facility, compared with 3,460 during 2009, and installed 13.6 MWp in – the 2010 fi gure mainly refl ected the sale of the 201 MW Nobles capacity for businesses, compared with 6.5 MWp in 2009. In wind energy project. addition, the Tenesol group also had a good year, with growth in sales of modules in Europe, especially in Germany and Italy, ➤ Revenues from the Operations & Maintenance business stabilized at a high level, after two years of strong growth. They – conversely, the wood space heater (Supra) and heat pump (Ribo) went up 4.3% from €27.8 million in 2009 to €29 million in 2010. businesses suffered a contraction. Both these businesses had a At constant exchange rates, they remained almost stable. At tough year. Supra and Ribo were hit by the economic conditions, 31 December 2010, 4,800 MW in capacity and 5,300 turbines were which naturally had a stronger impact on investment than on covered by Operations & Maintenance contracts for the Group’s consumer spending, and were also affected by the reduction in own account and for third parties. the associated tax credit.

4.3.2 Americas 4.4 Operating income € The Group’s revenues in the Americas came to 538.7 million in The Group’s operating income came to €287.4 million in 2010, € 2010, compared with 433.6 million in 2009, representing an compared with €230.1 million in 2009, representing an increase increase of 24.2%. At constant exchange rates, revenues rose by of 24.9% including impairment losses and provisions set aside to 17.7%. cover the ENR (distributed energy) businesses (€31.7 million) (see ➤ Generation revenues moved up from €90.9 million in 2009 to Note 1 - General information). €136.3 million in 2010, representing an increase of almost 50% owing chiefl y to: 4.4.1 Europe

– the full-year impact of the entry into service during 2009 of the The Group’s operating income from its operations in Europe fell back Hoosier wind farm (106 MW net) in the United States and of a from €146.7 million in 2009 to €140.1 million in 2010, representing tranche of the La Ventosa facility (37.5 MW net) in Mexico, a decrease of 4.5%, because it was affected by the impact of provisions and impairment losses for the EDF ENR. Excluding non- – the commissioning during 2010 of the East & West Elmsley and recurring items (negative goodwill related to Monte Grighine in Saint Isidore A solar farms in Canada, with a total capacity of 35.3 2009 and provisions for contingencies and losses, as well as asset MWp, the Beacon biogas project (50 MW net) in the United States impairment affecting Supra and Ribo in 2010), revenues grew by and the second part of the La Ventosa wind farm (30 MW net), 35.9%. – positive currency effects. At constant exchange rates, revenues rose by 40.9%. 4.4.2 Americas 2010 output in the Americas totaled 2.82 TWh, up 31.8% compared The operating income generated by the Group in the Americas region with 2009. went up from €83.4 million in 2009 to €147.3 million in 2010, which represented an increase of 76.6%. At constant exchange rates, ➤ The revenues posted by the Development and sale of structured revenues rose by 64.2%. assets (DSSA) business moved up from €314.9 million in 2009 to €373.4 million in 2010, representing a rise of 18.6%. The key factors were as follows:

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Note 5 Other operating income and expenses

(in thousands of euros) 31/12/2010 31/12/2009

Net gain on disposal of consolidated entities (1) 11,657 351 Net gain/loss on disposal fi xed assets (2) 2,568 (892) Operating subsidies (3) 28,406 26,293 Other expenses (4) (15,031) (13,623) Other income (4) 18,875 49,760 TOTAL OTHER OPERATING INCOME AND EXPENSES 46,475 61,889 o/w other operating expenses (125,859) (42,215) o/w other operating income 172,334 104,104

(1) The deconsolidation gains/(losses) recorded in 2010 were attributable primarily to the disposal of the Jarry and Saint-Martin thermal power plants. (2) The disposal gains/(losses) primarily flowed from the sale of assets in France. The Group sold non-current assets with a carrying amount of €109 million that generated proceeds of €110.9 million (these two items chiefly relate to sale-and-leaseback transactions). (3) The operating subsidies derived chiefly from the operation of US wind farms, which gave rise to Production Tax Credits (US tax credits calculated on the production of wind energy). (4) Other operating income and expenses primarily reflected indemnities covering operating losses, late-performance fees received by the Group, insurance payouts, unrecoverable loans and royalties. Other income during 2009 included €20.3 million in negative goodwill arising from the acquisition of the Monte Grighine wind farm.

Note 6 Personnel

6.1 Personnel expenses Personnel expenses break down as follows:

(in thousands of euros) 31/12/2010 31/12/2009

Wages and salaries (144,582) (97,762) Social security and tax charges (35,267) (27,393) TOTAL (179,849) (125,155) Total bonus shares and related grants (3,636) (2,917) CHARGES LINKED TO SHARE-BASED PAYMENTS (3,636) (2,917) PERSONNEL EXPENSES (183,485) (128,072)

6.2 Share-based payments plans (two years). The expense totaled €2.2 million, €1.9 million of which was recognized in equity. The Board of Directors set up bonus performance share plans for offi cers and employees in France: For international subsidiaries, a similar mechanism was put in place, which consisted in granting benefi ciaries a number of units ➤ on 12 November 2009, a total of 81,122 shares were awarded according to the same principle as the bonus share plan. At the end under two plans; of the vesting period, the benefi ciary will not receive bonus shares,

➤ on 10 November 2010, a total of 99,527 shares were awarded but an equivalent amount in cash instead. In accordance with under two plans. IFRS 2, the cost of this plan was measured based on the share’s closing price at 31 December 2010 and does not include expected The fair value of these bonus share plans is based on the share price dividends. An adjustment of €1.4 million corresponding to this at the date of each Board of Directors’ meeting that grants bonus expense was recognized in debt. shares and is calculated on a pro rata basis over the duration of the The bonus shares or units vest over a period of two or three years and are in part subject to the attainment of operational targets.

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6.3 Average headcount

Average headcount 31/12/2010 31/12/2009

Employees 2,028 1,664 Managers and engineers 811 602 TOTAL 2,839 2,266

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

Note 7 Net financial income/(expense)

7.1 Cost of debt

(in thousands of euros) 31/12/2010 31/12/2009

Interest income on fi nancing operations 11,613 13,974 Interest charges on fi nancing operations (135,177) (93,426) Net ineffective portion of fair value hedges 163 - Net ineffective portion of cash fl ow hedges 1,827 (1,425) COST OF NET DEBT (121,574) (80,877)

Interest income derives primarily from fi nancial assets and proceeds from the sale of marketable securities. Interest expenses on fi nancing operations chiefl y represent interest expenses on project fi nancing and bank charges.

7.2 Other financial income and expenses

(in thousands of euros) 31/12/2010 31/12/2009

Change in the fair value of trading assets 474 769 Net ineffective portion of cash fl ow hedges on operating activities 938 1,012 Net foreign exchange gains 2,112 (8,796) Gain/(loss) on disposal of available-for-sale assets 121 3,237 Net impairment in fi nancial assets (1) (15,234) (19,501) Discounting costs 1,680 363 Other fi nancial income and expenses (9,437) (225) OTHER FINANCIAL INCOME AND EXPENSES (19,346) (23,141)

(1) In 2010, €(13.1) million in financial provisions were recognized in respect of the ENR business (see Note 1 - General information). In 2009, the receivable from Silpro, which was placed in court-ordered liquidation, was written off in full.

EDF EN arranges borrowings in euros and translates the amount at losses, EDF EN uses derivative instruments, with changes in their the current exchange rate into the desired currency, giving rise to fair value, i.e. €(30.8) million, cancelling out the foreign exchange foreign exchange gains and losses on measurement of the current gains and losses that would otherwise have been recognized. account at each balance sheet date. To eliminate these gains and

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Note 8 Tax on comprehensive income

8.1 Income tax expense

(in thousands of euros) 31/12/2010 31/12/2009 Income tax payable (9,968) (17,582) Deferred taxes (51,405) (3,808) TOTAL (61,373) (21,390)

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

8.2 Impact on other comprehensive income

(in thousands of euros) 31/12/2010 31/12/2009

Tax on change in fair value of hedging instruments 15,325 3,106 Tax on translation differences 254 134 TAX ON OTHER COMPREHENSIVE INCOME 15,579 3,240

Note 9 Earnings per share

(in euros) 31/12/2010 31/12/2009

Consolidated net income 85,598,588 104,524,885 Earnings attributable to holders of ordinary shares (net income, Group share) 106,074,730 97,944,597 Number of ordinary shares in issue 77,568,416 77,568,416 Treasury shares held by the Group (194,035) (220,289) Weighted average number of ordinary shares in issue used to calculate basic earnings per share 77,374,381 77,348,127 Potential ordinary shares with a dilutive impact 41,058 41,442 Weighted average number of ordinary shares in issue used to calculate diluted earnings per share 77,415,439 77,389,569 BASIC EARNINGS PER SHARE ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES (€) 1.37 1.27 DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES (€) 1.37 1.27

No changes in capital were recognized following the capital increase Group as part of the liquidity programme and the share buyback carried out by EDF EN SA on 18 September 2008. Accordingly, the programme to cover the 194,035 bonus shares awarded. In addition, share capital comprises 77,568,416 shares. the number of potential ordinary shares not used to compute diluted earnings per share because they have an accretive impact At 31 December 2010, the number of shares used as a denominator was 58,595 at 31 December 2010 and 44,780 at 31 December 2009. to calculate earnings per share stood at 77,374,381. This takes into account the deduction of the number of treasury shares held by the

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Note 10 Goodwill

(in thousands of euros) 31/12/2010 31/12/2009

Gross value 131,238 119,297 Accumulated impairment losses (14,442) (3,025) CARRYING AMOUNT, NET 116,796 116,272

Changes in the carrying amount of goodwill were as follows:

(in thousands of euros) 31/12/2010 31/12/2009

Net carrying amount at beginning of period 116,272 105,839 Increases 8,386 27,782 Impairment losses (11,081) (697) Translation differences 2,997 335 Other movements 222 (16,987) TOTAL CHANGE 524 10,433 NET CARRYING AMOUNT AT END OF PERIOD 116,796 116,272

The €116.8 million in net goodwill primarily consisted of the ➤ in the United Kingdom, €7.7 million in net goodwill related to following items: Cumbria;

➤ in the United States, €36.9 million in net goodwill arising from ➤ in Bulgaria, net goodwill totaling €4.3 million; the acquisition of enXco, the Beacon gas operating company and € Corona, a wind energy project company; ➤ in Spain, goodwill of 3.7 million attributable to Fotosolar; ➤ and in Belgium, €3.5 million linked to the acquisition of Verdesis. ➤ in France, €24.1 million in goodwill arising from EDF ENR Solaire; The principal changes in goodwill related to the acquisitions of ➤ in Greece, the measurement of the put on minority interests for € the acquisition of a 25% interest in EEN Hellas and the goodwill Beacon and Corona in the United States (impact of 7.3 million), € € on RETD at a total amount of €20.9 million; the acquisition of control of Reetec (impact of 0.7 million), (10.3) million in goodwill impairment losses recognized primarily on the ➤ in Turkey, €11.9 million in goodwill that arose on the acquisition ENR business (see Note 1 - General information) and €3 million in of the Polat Enerji group; translation differences.

Note 11 Intangible assets

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

(in thousands of euros) 31/12/2010 31/12/2009

Gross value 45,680 26,982 Amortization and impairment losses (17,739) (7,791) CARRYING AMOUNT, NET 27,941 19,191

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(in thousands of euros) 31/12/2010 31/12/2009

Net carrying amount at beginning of period 19,191 11,742 Acquisitions 3,486 10,262 Disposals (69) (51) Amortization (10,055) (2,936) Changes in the scope of consolidation 13,707 74 Translation differences 1,445 (20) Other movements 236 120 TOTAL CHANGE 8,750 7,449 NET CARRYING AMOUNT AT END OF PERIOD 27,941 19,191

Intangible assets primarily comprise software, patents and The impact of €13.7 million linked to changes in scope of intangible rights associated with the Chanarambie wind farm consolidation primarily refl ects €14.7 million in intangible rights known as MIPS (Minnesota Incentive Program: tax benefi ts granted (concessions and contracts) recognized in relation to the acquisition by the State of Minnesota to promote access to the installation of of Beacon and €1.2 million in relation to the deconsolidation of the renewable energies by individuals). Patents and MIPS are intangible Jarry power plant. rights amortized over ten years. Depreciation, amortization and impairment losses, which came The €3.5 million in acquisitions made during the 2010 fi nancial to €(10.1) million during the year, comprise €(5.3) million in year chiefl y represent acquisitions of software, particularly in the depreciation and amortization and €(4.8) million in impairment United States. losses, chiefl y €(4.7) million recorded on intangible assets held by certain companies belonging to the ENR business (see Note 1 - General information).

Note 12 Property, plant and equipment

(in thousands of euros) 31/12/2010 31/12/2009

Land 20,184 11,089 Machinery, plant and equipment 3,525,713 2,557,927 Other property, plant and equipment 32,548 22,580 Assets in progress and advance payments 1,165,034 1,002,070 PROPERTY, PLANT AND EQUIPMENT, NET 4,743,479 3,593,666

Translation (in thousands of euros) 01/01/2010 Increases Decreases difference Other 31/12/2010

Land 11,089 9,150 (319) 349 168 20,437 Machinery, plant and equipment 2,854,860 126,327 (110,815) 84,150 1,002,042 3,956,564 Other property, plant and equipment 51,218 12,567 (3,973) 1,560 10,853 72,225 Assets in progress and advance payments 1,002,124 1,164,411 (3,805) 31,458 (1,029,102) 1,165,086 Gross value 3,919,291 1,312,455 (118,912) 117,517 (16,039) 5,214,312 Depreciation (325,206) (152,337) 9,587 (8,113) 10,521 (465,548) Impairment losses (419) (5,157) 288 2 1 (5,285) Net value 3,593,666 1,154,961 (109,037) 109,406 (5,517) 4,743,479

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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 1,816,287 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 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 (228,169) (107,527) 4,483 (856) 6,863 (325,206) Impairment losses (917)---498(419) Net value 2,350,066 1,114,637 (28,535) 285 157,213 3,593,666

Plant, machinery and equipment – the Germanea project in Bulgaria;

Increases derived chiefl y from the following transactions: ➤ the acquisition of Beacon, a biogas specialist in the United States;

➤ €97.5 million in sale-and-leaseback transactions and lease- ➤ the sale of the Jarry and Energies Saint-Martin thermal power fi nanced assets related to solar projects in France, including the plants, leading to their deconsolidation and an impact on other Sainte Tulle and Manosque facilities, several projects in Italy, movements. the largest of which are the Marrubiu and Terralba facilities, and Verdesis’ biogas installations in Belgium; Assets in progress and advance payments ➤ €21.6 million in investments in the solar segment primarily relating to French and Italian wind farms, and new photovoltaic The increases primarily refl ect the transactions described below. installations in connection with the development of Tenesol’s Note that some of the facilities referred to were commissioned by solar energy business. the end of the year and have thus been reclassifi ed as plant under “Other movements”. Decreases derived principally from the following transactions: ➤ The development and construction of wind and solar farms, € ➤ (97.4) million in sale-and-leaseback transactions, details of together with hydro projects, account for over 90% of the increase which are provided in the “Increases” section; in this line item and break down as follows:

➤ disposals of assets in France. – the construction in progress of the Lakefi eld wind farm, the Lipa Other movements primarily refl ect: solar farm and the development of the Pacifi c Wind and Shiloh III wind energy projects in the United States, ➤ the commissioning of renewable energy assets, the majority of which break down as follows: – the development and construction of numerous solar farms including the Priolo, Loreo and Augusta facilities and the Bonorva, – the Monte Grighine wind farm and the Priolo, Loreo, Marrubiu Vallata and Monte Grighine wind farms in Italy, 1&2, Uras 1&2 and Terralba solar farms in Italy, as well as several facilities each with less than 5 MWp in capacity, – the Corbières Méditerranée wind farm and solar farms, including the Beguey, Bouloc, Puyloubier, Pierrefonds, Montendre, Romilly – the Gabardan 1 & 4 & Trackers, Puyloubier, Montendre and sur Seine, Blauvac and Gabardan 1&4&7 facilities, in France, Pierrefonds solar farms and the Corbières Méditerranée wind farm in France, – the development and construction of numerous wind farms, including the Skopies, Fokida 2&3, Trikorfo and Melissi facilities – the Saint Isidore A, and Elmsley East & West solar farms in Canada, and the Xirokambi solar farm in Greece, – the La Ventosa wind farm in Mexico, – the Saint Isidore A, Elmsley East & West solar energy projects in – the Xirokambi solar farm and the Fokida 2&3 and Skopies wind Canada, farms in Greece, – the development and construction of the Fairfi eld, Teesside, – the Casatejada and Valdecaballeros solar farms in Spain, Burnfoot and Rusholme wind farms in the United Kingdom,

– the Burnfoot and Rusholme wind farms in the United Kingdom, – the Valdecaballeros and Casatejada solar projects in Spain,

– the Soma I wind farm in Turkey, – the La Ventosa wind farm in Mexico,

– the Habscheid project in Germany, – the Soma 1 wind energy project in Turkey,

– the Habscheid project in Germany,

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– the investment in the Germanea hydro project in Bulgaria, Impairment losses

– for the ENR sub-group (distributed energy), notably at Tenesol Impairment losses on property, plant and equipment, which stood and EDF ENR SA. at €5.3 million during 2010, increased by €5.2 million, owing € ➤ The increase in payments on account of €73.8 million derives mainly to 3.5 million in impairment in companies belonging to the from the acquisitions of turbines in Greece for the Lefkes and ENR sub-group (see Note 1 - General information). Belecheri wind farms, as well as in France for wind energy projects under development and the advances paid by EDF ENR Pledges SA on solar energy projects. When project fi nancing is awarded, collateral or pledges covering ➤ The remainder of the increase in “Assets in progress and advance the assets fi nanced are required by third parties. payments” line item relates to the capitalization of €17.5 million in fi nancial expense under non-current assets. The method used to measure pledges was revised in 2010. When the shares in a consolidated company are pledged, the Group states Other movements primarily refl ect: the net carrying amount of the underlying asset. Since the securities ➤ over €1 billion in projects commissioned comprising wind, solar are eliminated from the consolidated balance sheet, the assets held and hydro power facilities, which are described in the “plant, by the entity whose shares are pledged replace them. machinery and equipment” section, and other property, plant The net carrying amount of property, plant and equipment pledged and equipment; amounted to €3,335 million in 2010. ➤ the fi rst-time consolidation of Corona in the United States;

➤ the deconsolidation of the Jarry thermal power plant.

Note 13 Investments in associated companies

13.1 Breakdown of investments in associated companies

Net value of Net value of Percentage investments Share in income Percentage investments Share in income interest in in associates from associates interest in in associates from associates Companies share≈capital at 31 Dec. 2010 at 31 Dec. 2010 share capital at 31 Dec. 2009 at 31 Dec. 2009

Alcogroup 25% 26,132 2,006 25% 23,377 (1,460) C-Power 18% 25,402 (732) 18% 5,770 (670) Jacques Giordano Industries 13% 1,701 (9) 13% 1,710 (36) Eolica Do Centro 30% 2,001 719 30% 1,989 871 Batliboi 50% 526 68 50% 422 28 Silicium de Provence NI - - NI - (139) Reetec IG - - 28% 1,183 403 Others - 238 (1,592) - 416 809 TOTAL - 56,000 460 - 34,867 (194)

The net value of investments in equity affi liates subject to a pledge came to €25.4 million. The increase in investments in equity affi liates primarily refl ected a €20 million increase in C-Power’s capital.

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13.2 Additional information about associated companies 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 2010.

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

TOTAL 762,559 506,345 529,380 927

The principal contributor among the associated companies is the Alcogroup (bioethanol), in which the Group acquired a 25% interest in late 2007.

Note 14 Financial assets

14.1 Breakdown of financial assets by asset category

01/01/2009 31/12/2009

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

Available-for-sale fi nancial assets (Note 15) - 49,659 49,659 - 49,690 49,690 Fair value of derivatives cash-fl ow hedge 454 3,053 3,507 6,646 5,118 11,764 Fair value of derivatives fair value hedge 1,675 6,252 7,927 27,842 - 27,842 Fair value of trading derivatives - 223 223 - 680 680 Loans and fi nancial receivables 270,616 - 270,616 232,234 - 232,234 Other loans and receivables 534 61,626 62,160 465 49,361 49,826 FINANCIAL ASSETS (NET OF ALLOWANCE) 273,279 120,813 394,092 267,187 104,849 372,036

Short-term fi nancial receivables and other net loans and fi nancial that the project does not generate suffi cient cash to cover short- receivables comprise security deposits and guarantees given term debt repayments. They are generally equal to six months of (€5.8 million), fi nancial receivables due from proportionally cash generated by operating activities. In certain circumstances, consolidated companies, equity affi liates and non-Group companies the credit amounts are replaced by guarantees given by a credit (€187.1 million), treasury held in escrow accounts (€59.6 million) institution. and debt service reserve accounts (DSRAs) (€80.3 million). These DSRAs refl ect cash and cash equivalents kept in reserve in the event

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14.2 Change in financial assets

Changes in fair (in thousands of euros) 01/01/2010 Increases (1) Decreases value Other 31/12/2010

Available-for-sale fi nancial assets (2) 49,690 3,958 93 (4,031) (51) 49,659 Fair value of derivatives cash-fl ow hedge 11,764 - (1,272) (7,327) 342 3,507 Fair value of derivatives fair value hedge 27,842 - - (19,915) - 7,927 Fair value of trading derivatives 680 - - (457) - 223 Loans and fi nancial receivable (3) 232,234 168,884 (122,244) - (8,258) 270,616 Other loans and receivables (3) 49,826 62,427 (35,813) - (14,280) 62,160 FINANCIAL ASSETS (NET OF ALLOWANCE) 372,036 235,269 (159,236) (31,730) (22,247) 394,092

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

Available-for-sale fi nancial assets 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 receivables 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

(1) The increases and decreases columns are shown net of allowances to provisions including €(13.1) million at 31 December 2010 in allowances for financial receivables and investments in non-consolidated companies in the ENR business. (2) See Note 15 - Financial assets available for sale. (3) The overall change in loans and financial receivables of €50.7 million at 31 December 2010 notably consists of: - the €39 million increase in cash escrow accounts (notably €22.8 million in the United States and €14 million in Canada); - the €22.2 million increase in financial receivables from companies accounted for under the equity method (notably C-Power’s new €19 million loan); - the €31.3 million decrease in loans and financial receivables from proportionally consolidated companies in Italy, the United Kingdom and Portugal, including €21.5 million attributable to the incorporation of current accounts in equity; - the €32.1 million increase in loans and financial receivables from third parties in Spain, France and the United Kingdom; - the €(12.4) million increase in impairment of financial receivables (€11.5) million notably attributable to the activities of the ENR sub-group) (see Note 1 - General information).

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14.3 Financial assets by maturity

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 - - 49,659 49,659 Fair value of derivatives cash-fl ow hedge 454 3,053 - 3,507 Fair value of derivatives fair value hedge 1,675 - 6,252 7,927 Fair value of trading derivatives - 223 - 223 Loans and fi nancial receivables 270,616 - - 270,616 Other receivables 534 60,205 1,421 62,160 TOTAL AT 31/12/2010 273,279 63,481 57,332 394,092

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

Note 15 Available-for-sale financial assets

Available-for-sale fi nancial assets include investments in unconsolidated companies.

Changes in Changes in fair (in thousands of euros) 01/01/2010 scope Increase Decrease value Other 31/12/2010

Gross value 53,270 (82) 7,640 (447) (4,031) (380) 55,970 Impairment (3,580) (30) (3,682) 540 - 441 (6,311) INVESTMENTS IN NON- CONSOLIDATED COMPANIES 49,690 (112) 3,958 93 (4,031) 61 49,659

Changes in Changes in fair (in thousands of euros) 01/01/2009 scope Increase Decrease 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

During 2010, the Group acquired investments in various companies Of the €(3.7) million increase in impairment losses recorded in net at a cost of €7.6 million (notably spending €1.7 million on shares fi nancial expense, €(1.6) million related to the ENR sub-group (see in French companies, €1.3 million on shares in Spanish companies, Note 1 - General information) and €(1.6) million to Greece. €1.4 million on shares in Greek companies and €1.5 million on During the 2009 fi nancial year, the Group acquired investments shares in companies in the United States). in various unconsolidated companies with a value of €3.9 million (notably French companies with a value of €3.5 million) and also sold investments with a total value of €0.4 million.

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Note 16 Derivatives

As stated in the section on the management of fi nancial risks, the Mexico and Canada). It is therefore exposed to interest-rate and Group, which operates in the renewable energy sector, is present foreign exchange risk. worldwide, in particular outside the euro zone (United States, To curb and control the consequences of these risks, the Group uses hedging derivatives.

16.1 Analysis of the fair value of derivatives

(in thousands of euros) 31/12/2010 31/12/2009

Derivatives held as assets Cash fl ow hedge derivatives 3,507 11,764 Fair value hedge derivatives 7,927 27,842 Trading derivatives 223 680 TOTAL DERIVATIVES HELD AS ASSETS 11,657 40,286 Derivatives held as liabilities Cash fl ow hedge derivatives 106,342 54,881 Fair value hedge derivatives 5,169 5,508 Trading derivatives 64 987 TOTAL DERIVATIVES HELD AS LIABILITIES 111,575 61,376 TOTAL DERIVATIVES, NET ASSETS/(LIABILITIES) (99,918) (21,090)

16.2 Derivatives and hedge accounting Cross-currency swaps (CCS) are derivatives with an interest-rate and a currency component. The fair value (FV) of each component is Interest rate hedging derivatives stated in each of the corresponding tables. Exceptionally, the Group has entered into a fl oating for fi xed-rate To protect itself against the rise in interest rates associated swap, which helps to convert a fi xed-rate liability into a fl oating-rate with fl oating-rate fi nancing, the Group has entered into various liability. transactions involving derivatives, such as interest rate swaps (fi xed-rate payer/fl oating-rate receiver), options and cross-currency swaps (fi xed-rate payer currency 2/fl oating-rate receiver currency 1 and fi xed-rate payer currency 2/fi xed-rate receiver currency 1).

Interest-rate hedging derivatives break down as follows:

31/12/2010 31/12/2009 Nominal amount Nominal amount (in thousands of euros) Fair value hedged Fair value hedged Interest-rate derivatives, held as assets 9,305 607,730 5,118 277,996 Receive fl oating-rate/pay fi xed-rate swap 2,615 159,850 4,435 187,996 Options 6,252 350,000 Pay fl oating-rate/receive fi xed-rate swap 438 97,880 683 90,000 Interest-rate derivatives, held as liabilities (96,348) 2,123,653 (54,830) 1,413,578 Receive fl oating-rate/pay fi xed-rate swap (88,257) 1,595,752 (53,695) 1,238,209 Options (1,452) 170,000 (1,135) 175,369 Cross Currency Swap (6,639) 357,901 - - INTEREST RATE HEDGING DERIVATIVES, NET ASSETS/ (LIABILITIES) (87,043) - (49,712) -

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Foreign exchange hedging derivatives Fair value hedging derivatives Foreign exchange risk arising from current accounts denominated in foreign currencies between the Group’s holding company and its subsidiaries is hedged by currency derivatives. In 2010, a €(30.8) million change in the fair value of these derivatives was recognized in income and offset the foreign exchange loss recognized on the foreign currency current accounts.

Cash flow hedging derivatives

31/12/2010 31/12/2009

(in thousands of euros) EUR USD GBP Others EUR USD GBP

Foreign exchange instruments, held as assets 384 1,661 31 53 5,004 1,642 - Options - - - - 1,813 - - Forward purchases 384 88 - 1 3,191 1,642 - Forward sales 1,573 31 52 - - - Foreign exchange instruments, held as liabilities (3) (9,971) (893) (4,360) (51) - - Forward purchases (3) (16) - - (51) - - Forward sales - 103 (893) (4,359) - - - Cross Currency Swap - (10,058) - (1) - - - FOREIGN EXCHANGE HEDGING DERIVATIVES, NET ASSETS / (LIABILITIES) 381 (8,310) (862) (4,307) 4,953 1,642 -

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 and UK subsidiaries, the Group entered into derivative transactions. amount deferred in equity is recognized in income over the period in which the fl ow of interest payments on the debt affects income. Impact of hedging derivatives recognized in equity In 2010, the impact of hedging derivatives recognized in equity 16.3 Trading book derivatives came to €(31.6) million after tax. This heading includes the derivatives entered into by the Group The ineffective portion recognized in net fi nancial income in 2010 in connection with its foreign exchange, interest rate and equity € represented an expense of 2.8 million arising from cash fl ow hedging policy, without being eligible for hedge accounting as € hedges and 0.2 million from fair value hedges. defi ned in IAS 39. In 2009, the impact of hedging derivatives recognized in equity In 2010, the impact of these derivatives on the income statement € came to (15.5) million after tax. amounted to negative €0.5 million (before the tax effect). The ineffective portion of cash fl ow hedges recognized in net fi nancial In 2009, the impact of these derivatives on the income statement € income represented an expense of 0.4 million during 2009. amounted to negative €0.8 million (before the tax effect).

180 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

Note 17 Working capital requirement

17.1 Composition and changes in the working capital requirement ➤ AT 31 DECEMBER 2010

Movements Changes in Change in the scope of Translation Other (in thousands of euros) Notes 01/01/2010 recurring WCR consolidation differences movements 31/12/2010

Inventories 17.2 584,210 (301,551) 652 26,874 3,549 313,734 Trade receivables 374,014 239,097 3,901 6,713 (1,638) 622,087 Other current assets 17.3 314,377 (25,031) 2,532 11,005 (1,265) 301,618 Other non-current assets (1) 17.3 200,315 (10,655) 297 1,354 (5,486) 185,825 ASSETS 1,472,916 (98,140) 7,382 45,946 (4,840) 1,423,264 Trade payables 230,242 (6,398) 547 5,161 246 229,798 Other current liabilities 17.4 306,650 86,283 (608) 9,626 15,687 417,638 Other non-current liabilities (1) 17.4 401,825 43,549 (1,803) 20,218 (34,172) 429,617 LIABILITIES 938,717 123,434 (1,864) 35,005 (18,239) 1,077,053 Restatement Current tax assets and liabilities 8,663 (3,556) - 914 1,825 7,846 Amonts due on and downpayments made on non-current assets 82,129 45,926 (474) 3,080 (12,765) 117,896 TOTAL WCR (2) (3) (624,991) 179,204 (8,772) (14,935) (2,459) (471,953) o/w current (814,922) 160,818 (6,425) (33,556) 15,254 (678,831) o/w non-current 189,931 17,956 (2,347) 18,621 (17,713) 206,440

(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 taxes to maintain consistency with the statement of cash flows.

The reduction in the WCR was notably attributable to the reduction in inventories of raw materials and work in progress (see Note 17.2 - Inventories and work in progress). The balance of the “Trade receivables” account increased by €248.1 million between 31 December 2009 and 31 December 2010. This increase was primarily attributable to the sale of wind and solar energy projects in France late in the year.

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➤ AT 31 DECEMBER 2009

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

Inventories 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 17.3 319,581 (8,360) 10,533 4,904 (12,281) 314,377 Other non-current assets (1) 17.3 188,857 (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 17.4 377,847 (99,581) 10,536 7,107 10,741 306,650 Other non-current liabilities (1) 17.4 224,287 186,588 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) The WCR does not include the change in deferred taxes to maintain consistency with the statement of cash flow.

The balance of the “Trade receivables” account increased by €72.3 million between 31 December 2008 and 31 December 2009. This change was primarily attributable to the projects in progress in the United States.

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17.2 Inventories and work in progress

(in thousands of euros) 31/12/2010 31/12/2009

Work in progress 154,927 233,649 Raw materials and supplies 154,861 347,806 Final products (1) 25,393 8,666 Gross inventories 335,181 590 121 Impairment (21,447) (5,911) NET INVENTORIES 313,734 584,210

(1) Including inventories linked to the wood space heater and heat pump businesses, the Operations & Maintenance business and unsold green certificates.

“Work in progress” corresponds primarily to development costs for The change in work in progress between 31 December 2009 and power plants held for sale, as well as construction costs of projects 31 December 2010 was attributable primarily to the sale of the also held for sale, recognized in accordance with IAS 11 when these Nobles project in the United States and the progress made on construction costs correspond to a future activity under the contract French wind farms. and for which the revenue recognition criteria are not satisfi ed at “Raw materials and supplies” decreased between 31 December 2009 the balance sheet date based on the percentage of completion at and 31 December 2010 owing primarily to the allocation of turbines to this date. US projects.

17.3 Other receivables

31/12/2010 31/12/2009

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

Advanced payments 93,237 - 80,379 - Tax receivables 142,004 19,388 178,297 3,899 Prepaid expenses 19,631 12,013 11,954 9,543 Due tax assets 3,081 - 4,846 - Other receivables 43,665 154,424 38,901 186,873 TOTAL 301,618 185,825 314,377 200,315

“Payments on account” primarily comprise downpayments on “Other receivables” predominantly comprise €51 million in purchases of turbines and solar panels intended for Development investment grants receivable in Greece, Italy and the United States and Sale of Structured Asset facilities. and the non-Group portion of EDF ENR SA’s issued capital not called € “Tax receivables” chiefl y comprise VAT receivable, notably in France up, which amounts to 100.6 million. (€72 million), Italy (€45.6 million) and Greece (€19.6 million).

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17.4 Other payables

31/12/2010 31/12/2009

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

Advance payments received 114,133 - 104,184 - Subsidies 9,366 232,250 6,451 210,787 Tax liabilities 81,964 381 34,031 411 Social welfare liabilities 36,858 673 25,540 735 Amounts due on non-current assets 82,046 37,352 71,436 11,578 Prepaid income 37,315 148,549 33,999 167,104 Other current liabilities 45,029 10,412 17,500 11,210 Other payables 406,711 429,617 293,141 401,825 Due tax liabilities 10,927 - 13,509 - TOTAL OTHER LIABILITIES 417,638 429,617 306,650 401,825

“Payments received on account” comprise the advances made to “Tax liabilities” chiefl y comprise VAT collected. The increase in the construction of wind farms, notably €105 million in France. this line item was attributable principally to the sale of large solar projects in France. “Investment grants” comprise grants deriving primarily from the United States (€63 million), France (€80.8 million), Greece “Prepaid income” chiefl y comprises €151 million in Production Tax (€49.5 million), Italy (€33 million) and Portugal (€12.6 million). Credits originating from the United States.

Note 18 Cash and cash equivalents

Cash at beginning of period

(in thousands of euros) 31/2/2010 31/12/2009

Cash and cash equivalents on balance sheet 370,727 466,285 Cash and cash equivalents 370,727 466,285 Bank overdrafts (34,864) (34,925) CASH AT BEGINNING OF PERIOD ON CASH FLOW STATEMENT 335,863 431,360

Cash at end of period

(in thousands of euros) 01/01/2010 01/01/2009

Cash and cash equivalents on balance sheet 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

Available cash does not include the cash escrow accounts and the DSRA accounts representing a total of €139.9 million (see Note 14.1 – Financial assets).

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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 2010, 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 2008 77,568,416 1.6 124,109,466 Share capital at 31 December 2009 77,568,416 1.6 124,109,466 SHARE CAPITAL AT 31 DECEMBER 2010 77,568,416 1.6 124,109,465

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 programme covered by a At the Annual General Meeting of shareholders on 26 May 2010, a liquidity agreement complying with the provisions laid down by the decision was made to pay out a dividend of €29.5 million or €0.38 Autorité des Marchés Financiers (AMF), a total of 1,117,710 shares per share. This amount was paid on 15 June 2010. were purchased at a cost of €36 million and 1,086,801 shares were On the date of payment, the number of treasury shares held by sold, generating proceeds of €35.1 million during the 2010 fi nancial EDF EN stood at 280,120 out of a total of 77,568,416 shares. The year. dividend corresponding to these treasury shares amounted to At 31 December 2010, the Group held 194,035 treasury shares, €106 thousand. This amount was transferred to ordinary reserves. 115,564 of which under the liquidity agreement and 78,471 to cover the various bonus share plans set up by the Group in 2009 and 2010 with a total value of €6.1 million.

Note 21 Financial liabilities

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

31/12/2010 31/12/2009 restated

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

Borrowings from credit institutions (1) 445,845 3,265,825 3,711,670 569,225 2,438,287 3,007,512 Other borrowings (2) 90,721 361,756 452,477 101,438 271,150 372,588 Bank overdrafts 34,865 - 34,865 34,924 - 34,924 Fair value of derivatives cash-fl ow hedge - 106,342 106,342 51 54,830 54,881 Fair value of derivatives fair value hedge 5,169 - 5,169 5,508 - 5,508 Fair value of trading book derivatives - 64 64 (37) 1,025 988 FINANCIAL LIABILITIES 576,600 3,733,987 4,310,587 711,109 2,765,292 3,476,401

(1) Including €24.2 million in accrued interest in 2010, the restatement of €(58) million in debt issuance costs and €1,070 million in EDF credit lines. (2) Including €139.5 million in leases in 2010.

2010 Registration document • EDF Energies Nouvelles 185 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

The maturity of credit lines is now defi ned based on the maturity due to EDF’s fi nancial branches was redefi ned, leading to a date of the lending agreement rather than the drawdown date. As reclassifi cation of €640 million in “Other fi nancial liabilities” as a result, an amount of €605 million was reclassifi ed from “current “Bank borrowings” (see Note 3.3 - Changes in presentation). liabilities” to “non-current liabilities” at 31 December 2009 on the “bank borrowings” line. Furthermore, the nature of the amounts

21.2 Maturity schedule of borrowings at net carrying amount

At 31 December 2010 Borrowings from credit (in thousands of euros) institutions (1) Other borrowings Total

Less than one year 445,845 90,721 536,566 One to fi ve years 1,517,625 157,567 1,675,192 More than fi ve years 1,748,200 204,189 1,952,389 TOTAL AT 31/12/2010 3,711,670 452,477 4,164,147

(1) Including €24.2 million in accrued interest (due in less than one year).

Financial liabilities due in less than one year chiefl y include the repayable depending on generation conditions (notably wind and proportion repayable within 12 months of existing project fi nancing, insolation) with no (or limited) recourse to EDF EN SA because corporate credit lines used and bridge loans set up pending the only the assets of the project fi nanced are pledged as collateral. arrangement of project fi nancing. Contracts are predominantly signed with the principal prime lending banks. At 31 December 2010, project fi nancing amounted The model used to fi nance projects employed by the Group, in to €2,309 million. particular for its wind farms and solar photovoltaic plants, is heavily reliant on debt fi nancing. Project fi nancing refers to all forms of debt Other borrowings comprise puts on non-controlling interests, earn- subject to a contract with a banking institution and is intended to out payments, leasing obligations, liabilities vis-à-vis proportionally fi nance one specifi c asset. All project fi nancing is carried by the consolidated companies and liabilities recognized in connection unit that will operate the corresponding project. It basically takes with partnerships in the United States. the form of a long-term borrowing (from 12 to 18 years on average)

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

Less than one year 569,225 101,438 670,663 One to fi ve years 1,585,796 122,648 1,708,444 More than fi ve years 852,491 148,502 1,000,993 TOTAL AT 31/12/2009 3,007,512 372,588 3,380,100

(1) Including €4.5 million in accrued interest (classified as due in less than one year).

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21.3 Change in borrowings

Borrowings from (in thousands of euros) credit institutions Other borrowings Total

01/01/2009 restated 1,687,545 222,492 1,910,037 Increases (1) 2,023,058 251,938 2,274,996 Decreases (2) (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 restated 3,007,512 372,588 3,380,100 Increases (3) 2,823,833 178,118 3,001,951 Decreases (4) (2,183,350) (74,430) (2,257,780) Changes in scope of consolidation 29,244 (1,496) 27,748 Translation differences 38,550 11,587 50,137 Other (4,119) (33,890) (38,009) 31/12/2010 3,711,670 452,477 4,164,147

(1) Including €4.7 million in accrued interest. (2) Including €(4.3) million in accrued interest. (3) Including €21.3 million in accrued interest. (4) Including €(2.7) million in accrued interest.

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21.4 Analysis of borrowings by country ➤ AT 31 DECEMBER 2010 Analysis of the Group’s borrowings by country at 31 December 2010:

Amount Other Total Floating Maturity Maturity 1 Maturity covered by (in thousands of euros) Borrowings borrowings borrowings Fixed rate rate < 1 year to 5 years > 5 years a swap

Germany 6,772 780 7,552 7,115 437 724 3,272 3,556 - Belgium 530 14,207 14,737 14,737 - 3,569 6,021 5,147 - Bulgaria 421 2,235 2,656 2,228 428 428 2,228 - - Canada 89,785 - 89,785 (676) 90,461 47,214 7,934 34,637 49,393 Danemark ------Spain 38,790 10,024 48,814 3,523 45,291 8,282 7,514 33,018 39,191 France (1) 2,051,420 154,832 2,206,252 695,427 1,510,825 134,071 1,261,997 810,184 838,512 Greece 237,590 24,031 261,621 (860) 262,481 98,135 60,981 102,505 111,409 Italy 262,063 98,097 360,160 2,789 357,371 100,563 76,530 183,067 178,985 Mexico 98,090 - 98,090 93,833 4,257 3,838 20,051 74,201 - Portugal 302,582 2,407 304,989 37,264 267,725 24,041 79,697 201,251 177,290 UK 124,481 21,170 145,651 (1,955) 147,606 30,468 40,864 74,319 103,119 Turkey 60,600 5,180 65,780 42,923 22,857 57,768 4,192 3,820 - United States 438,546 119,514 558,060 183,508 374,552 27,465 103,911 426,684 372,025 TOTAL 3,711,670 452,477 4,164,147 1,079,856 3,084,291 536,566 1,675,192 1,952,389 1,869,924 Bank overdrafts - - 34,865 - 34,865 34,865 - - - TOTAL - - 4,199,0121,079,856 3,119,156 571,431 1,675,192 1,952,389 1,869,924

(1) Including €89.9 million for the ENR sub-group at 31 December 2010.

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➤ AT 31 DECEMBER 2009 (RESTATED) Analysis of the Group’s borrowings by country at 31 December 2009:

Amount Other Total Floating Maturity Maturity 1 Maturity covered by a (in thousands of euros) Borrowings borrowings borrowings Fixed rate rate < 1 year to 5 years > 5 years 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 - - Danemark 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) 1,792,024 120,995 1,913,019 137,946 1,775,073 295,032 1,397,699 220,288 841,019 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 3,007,512 372,588 3,380,100 349,445 3,030,655 670,663 1,708,444 1,000,993 1,691,573 Bank overdrafts 34,924 34,924 34,924 TOTAL 3,415,024349,445 3,065,579 705,587 1,708,444 1,000,993 1,691,573

(1) Including €94.4 million for the ENR sub-group at 31 December 2009.

As stated in Note 16.2 - Derivatives and hedge accounting, borrowings due in less than one year are primarily used to fi nance projects, prior to the arrangement of long-term fi nancing.

21.5 Analysis of borrowings by currency

(in thousands of euros) 31/12/2010 31/12/2009

Euros (EUR) 3,269,392 2,777,983 US dollar (USD) 630,050 471,074 Pound sterling (GBP) 145,650 98,238 Canadian dollar (CAD) 89,785 32,823 Other currencies 29,270 (18) TOTAL 4,164,147 3,380,100

Borrowings denominated “In other currencies” primarily included the Turkish lira (TRL). In 2009, each foreign currency asset was matched by a liability in the same currency. The holding company’s fi nancial receivables in foreign currencies are now hedged by derivatives rather than by liabilities in foreign currencies.

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21.6 Net debt

Net debt corresponds to borrowings less short-term fi nancial of their maturity and managed as part of a liquidity objective receivables, cash and cash equivalents, and liquid assets. Liquid (money-market mutual funds, government bonds, negotiable debt assets are fi nancial assets with an initial maturity of more than securities). three months that are readily convertible into cash irrespective

31/12/2009 (in thousands of euros) Notes 31/12/2010 restated

Total borrowings 21.4 4,199,012 3,415,024 Fair value of derivatives held as liabilities, cash fl ow hedges 96,283 54,830 Fair value of trading derivatives held as liabilities 64 988 Fair value of derivatives held as assets, cash fl ow hedges (3,053) (5,118) Fair value of derivatives held as assets, fair value hedges (6,252) - Fair value of trading derivatives held as assets - (679) Short-term fi nancial receivables (net of provisions) (including cash held in escrow accounts) (1) 14.1 (270,616) (232,234) Available cash (370,727) (466,285) Net debt 3,644,647 2,766,218

(1) Including treasury held in escrow and DSRA accounts totaling €139.9 million.

The Group’s net debt comprises derivatives hedging interest-rate risk and trading book derivatives related to debt. Derivatives hedging the foreign exchange risk associated with operating cash fl ows and trading book derivatives related to foreign currency items are not included. At 31 December 2009, the latter were included in net debt, accounting for a total of €28.9 million.

Note 22 Financial risk management

22.1 Interest-rate risk

As part of its operations, the Group is exposed to interest-rate risk, Financing for normal business activities chiefl y in connection with project fi nancing and fi nancing for its (corporate financing) normal business activities. In connection with its normal business activities (fi nancing for the working capital requirement of its DSSA projects, payments Project financing on account and inventories of solar modules and wind turbines The Group’s project fi nancing model, in particular for its wind and for its investments and bridge loans pending the arrangement of solar farms, is heavily reliant on debt fi nancing (principally project project fi nancing), the Group holds confi rmed credit lines carrying a fi nancing). Accordingly, a signifi cant increase in interest rates may fl oating rate of interest. To curb the associated risk, the Group has have an adverse impact on the profi tability of the Group’s future entered into interest-rate swap and plain vanilla option agreements. projects. Based on projected use of the corporate lines, interest-rate risk is To curb this risk, the Group has implemented an interest rate managed over a rolling period of fi ve years subject to a maximum hedging policy generally employing interest-rate swaps. From budgeted rate. an economic standpoint, the use of these swaps helps to convert At 31 December 2010, the percentage of gross corporate debt fl oating-rate into fi xed-rate borrowings and to protect against hedged (excluding bank overdrafts), i.e. €1,548 million stood at fl uctuations in interest payments. 60% (against a rise in interest rates). The remaining balance is In general, the arranging banks request a hedge covering 70- 100% monitored closely and may be hedged, depending on the direction of the amount fi nanced for 80-100% of its term. As a result, of the fi nancial markets. generating facilities in service benefi t from long-term fi xed rates. At 31 December 2010, 74% of the interest-rate risk on project Global hedging fi nancing over the 2011- 2028 period was hedged (excluding the Owing to its management of project fi nancing and its corporate portion corresponding to the period of construction, as hedges are lines, 71% of the Group’s total borrowings (excluding bank put in place only once an asset is commissioned). The average rate overdrafts) carried a fi xed rate of interest either directly or indirectly hedged stood at 3.93% (excluding the credit margin). via various instruments at 31 December 2010.

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Analysis of borrowings by type of interest rate before and after swaps

31/12/2010 31/12/2009 Initial debt Impact of Debt structure Initial debt Impact of Debt structure (in thousands of euros) structure hedges after hedging structure hedges after hedging

Fixed rate 1,079,856 1,869,924 2,949,780 349,445 1,691,573 2,041,018 Floating rate 3,084,291 (1,869,924) 1,214,367 3,030,655 (1,691,573) 1,339,082 TOTAL 4,164,147 - 4,164,147 3,380,100 - 3,380,100

Sensitivity tests Based on the Group’s fi nancial position at 31 December 2009 and at 31 December 2010, sensitivity tests were performed to show the estimated impact on income and on equity of a +/- 50 basis point fl uctuation (i.e. 0.5%) in interest rates.

Income statement Shareholders’ equity

(in thousands of euros) +0,5% -0,5% +0,5% -0,5%

31 December 2010 (6,497) 7,030 48,856 (51,366) 31 December 2009 (385) 608 35,322 (37,896)

22.2 Foreign exchange risk relevant country with the non-material exception of Turkey at 31 December 2010. 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 2010, the principal currencies to which the Group was their valuations at the balance sheet date is avoided. exposed are the US dollar, sterling, 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 Risk was identifi ed at several levels: foreign currencies was managed by matching the relevant assets with liabilities denominated in the same foreign currency. In Foreign exchange risk associated with the balance sheet 2009, the Group decided to put in place currency derivatives to ➤ Since it has subsidiaries whose functional currency is not the euro cover this risk. (United States, United Kingdom, Mexico), the Group is exposed to foreign exchange risk on its balance sheet (impact on translation Foreign exchange risk arising from equipment purchases differences in shareholders’ equity). In the consolidated fi nancial This risk arises from equipment purchases in a currency other statements, the net equity of a subsidiary in a foreign currency than the domestic currency used for accounting purposes. To date, is calculated at the closing exchange rate. Accordingly, currency turbine purchases by the Group’s US, Mexican and UK subsidiaries translation differences may arise upon comparison of the from European manufacturers and acquisitions of photovoltaic valuations of a company’s net equity at two balance sheet dates, panels, which represent a smaller amount, are the principal items but these had only a modest impact on shareholders’ equity at handled in this way. 31 December 2010 (positive change of €25 million in translation differences at 31 December 2010) and should be seen in the The Group’s policy is to hedge this risk as soon as it is identifi ed context of the €1,606 million in shareholders’ equity at the same based on the relevant project’s budgeted exchange rate primarily date. by means of forward purchases and sales and plain vanilla options. In the event of changes in payment terms (due dates) or in the ➤ All the assets (power generating facilities), liabilities (related amounts committed in foreign currencies, the hedging instruments project fi nancing) and revenues linked to the operation of used are adjusted accordingly. these facilities are denominated in the domestic currency of the

2010 Registration document • EDF Energies Nouvelles 191 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

Breakdown of assets and liabilities by currency

At 31 December 2010

(in thousands of euros) EUR GBP USD Other Total

Asset 5,063,196 216,492 1,442,574 464,165 7,186,427 Liabilities 4,132,930 169,047 959,221 318,828 5,580,026 Net position before hedging 930,266 47,445 483,353 145,337 1,606,401 Impact of hedging 13,552 (862) (8,383) (4,307) - Net position after hedging 943,817 46,583 474,970 141,030 1,606,401

At 31 December 2009

(in thousands of euros) EUR GBP USD Other 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

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 2010 and at 31 December 2009 show that a shift of +/-10% in exchange rates would have the following impact on its income and equity:

(in thousands of euros) Income statement Shareholder’s equity

+10% -10% +10% -10%

31 December 2010 (117,588) 74,969 3,306 (14,907) 31 December 2009 (95,169) 52,540 1,851 (13,452)

N.B. These effects would be largely offset by the currency translation difference arising on the items hedged by these instruments.

22.3 Liquidity risk For the DSSA business, the Group can confi rm that there has been a trend over the past two years, particularly in the United States, Risk associated with access to project financing towards a reduction in payments on account and longer payment times being requested by electricity utilities to enable them to The Group’s growth model consists in developing power generating arrange their own fi nancing. facilities, which are fi nanced using no-recourse project fi nancing During the year, the Group secured €860 million in project fi nancing. and bridge loans covering the construction period. All in all, the group had arranged €2,309 million in project fi nancing During 2010, as part of its project fi nancing negotiations, the Group at 31 December 2010, with an average maturity of 12.8 years. noted an improvement in fi nancing terms and conditions, without these reverting to those seen prior to the fi nancial crisis. The time Liquidity risk arising from normal business activities taken to complete fi nancing applications stabilized, albeit at a relatively long level. Credit lines Almost all project fi nancing carries loan acceleration clauses The Group has to fi nance the payments on account it makes when requiring immediate repayment notably in the event of a failure it reserves turbines, its inventories of solar panels, the working to meet a minimum level of debt service coverage by the project capital requirement generated by the sale of solar and wind energy company based on its revenues, which is measured by the so-called assets and a number of wind and solar farms under construction DSCR (debt service coverage ratio). The loan acceleration clause is for which no-recourse project fi nancing has not yet been arranged. usually triggered when the ratio stands at below 1.

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To this end, it had a total of €2,543 million (excluding bank overdrafts) Cash surpluses in corporate credit lines available to it at 31 December 2010, with Where the legislation and project fi nancing agreements so maturity dates ranging between 2011 and 2017. This amount permit, the Group centralizes the management of cash surpluses. € includes 1,790 million in fi nancing arranged with the EDF group. It secures its fi nancial investments by systematically opting for The counterparties for all the bank credit lines are prime French money-market and/or bond investments. These investments, with and international institutions. The Group has centralized average maturities of less than 3 months, are made with prime the arrangement and use of these fi nance facilities and thus counterparties. At 31 December 2010, the Group held €371 million management of the corresponding risks. in cash (excluding bank overdrafts). The corporate fi nancing carries loan acceleration clauses, notably including an EBITDA/net interest expense ratio that must generally be kept above 2, a debt cap and a change in control (or ownership) clause vis-à-vis the EDF group.

➤ CREDIT LINES AT 31 DECEMBER 2010

(in millions of euros) Amount Drawn down Not used

Medium-term line (1)

➤ repayable in 2011 20 20 -

➤ repayable in 2012 895 600 295

➤ repayable in 2013 220 220 -

➤ repayable in 2014 100 100 -

➤ repayable in 2015 700 - 700

➤ repayable in 2016 ---

➤ repayable in 2017 500 500 - TOTAL 2,435 1,440 995 364-day lines renewable (2)

➤ repayable in 2011 108 108 - Bank overdrafts 85 35 50 TOTAL 2,628 1,583 1,045

(1) Excluding Tenesol’s €36 million in credit lines. The corporate credit lines presented in this table may be used at any time to address the Group’s liquidity risk. (2) Credit line matching cash balances.

➤ CREDIT LINES AT 31 DECEMBER 2009

(in millions 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 - 364-day lines renewable (1)

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

(1) Credit line matching cash balances.

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Maturity schedule of financial liabilities based on includes the construction period. The amounts borrowed thus contractually agreed cash flows increase through to the commissioning date of the facilities, which is scheduled for certain projects after 31 December 2010. 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 2010. 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 facilities under construction if the pre-agreed project fi nancing

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 445,845 3,265,825 3,711,670 325,765 1,946,577 2,300,054 4,572,396 Other borrowings 90,721 361,756 452,477 95,114 176,165 233,608 504,887 Bank overdrafts 34,865 - 34,865 34,865 - - 34,865 Net interest rate hedge derivatives (liabilities-assets) - 87,043 87,043 42,808 47,682 (28,299) 62,191 Currency of hedge derivatives 5,170 10,058 15,228 5,170 10,058 - 15,228 Trading derivatives 64 - 64 64 - - 64 Trade payables 229,798 - 229,798 229,798 - - 229,798 Other payables (1) 241,208 - 241,208 241,208 - - 241,208

(1) Payments on account received, amounts due on non-current assets and other current liabilities (see Note 17.4 - Other payables) are included in other payables in the liquidity risk table.

22.4 Credit risk The Group undertakes to call upon the services of only prime institutions in the conduct of its business activities since it is aware In line with IFRS 7, credit risk represents the risk of a fi nancial that insurance- and fi nancing-related risks currently account for a loss for the Group should a customer or a fi nancial instrument large proportion of its exposure to counterparty risks, in line with counterparty breach its contractual obligations. the provisions of its risk management policy. During 2010, the Group continued to develop and implement a The carrying amount of fi nancial assets represents the Group’s counterparty risk quantifi cation and management policy. This maximum exposure to credit risk. management policy, which is overseen by the head offi ce for all € Group units, is predicated on four major pillars: the risk of unpaid The maximum exposure to credit risk stood at 1,666 million at invoices, the risk of non-performance of a third party’s contractual 31 December 2010. This represents the carrying amount of the commitments to the Group, insurance-related risk and, lastly, assets presented in Note 23 - Fair value of fi nancial instruments. treasury and fi nancing risk. The Group’s fi nancial receivables primarily comprise receivables due As part of its policy of controlling the risk of unpaid invoices, the from proportionally consolidated companies developing wind farms Group is careful to work only with major players in the energy market and from unconsolidated companies. In the case of proportionally (utilities in the United States, EDP in Portugal, etc.). Specifi cally consolidated companies developing wind farms, the receivables do in connection with the DSSA activities, the Group is careful not not carry any risk because they serve to fi nance the development to become or remain dependent on any of its customers. These of assets and construction while project fi nancing is arranged, and strategies currently help it to identify and manage most effectively in the vast majority of cases, the assets and shares of the project the exposure inherent in its business activities. companies are pledged to the Group. As for the receivables due from unconsolidated subsidiaries, the Group fi nances innovative Based on the market’s fundamentals, the diversifi cation of development projects, where the fi nancial commitments remain procurement sources is regarded as one of the Group’s priorities. coherent with the Group’s equity and income in terms of their This process of signing long-term contracts with key players, which impact. It is able to call a rapid halt to these investments where its was initiated during 2007, has enabled the Group to secure its profi tability and process standards are not met. supply chain in an environment characterized by strong demand.

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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.

31/12/2010 31/12/2009

(in thousands of euros) Carrying amount Fair value Carrying amount Fair value Assets Available-for-sale fi nancial assets 49,659 49,659 49,690 49,690 Positive fair value of hedging derivatives 11,434 11,434 39,606 39,606 Positive fair value of trading derivatives 223 223 680 680 Assets at amortized cost 1,604,496 1,604,496 1,419,936 1,419,936 Loans and fi nancial receivables 332,776 332,776 282,060 282,060 Trade receivables 622,087 622,087 374,014 374,014 Other receivables (1) 278,906 278,906 297,577 297,577 Cash and cash equivalents on balance sheet (3) 370,727 370,727 466,285 466,285 Liabilities Liabilities at amortized cost 4,679,383 4,675,664 3,851,289 3,854,588 Borrowings 4,164,147 4,160,428 3,380,100 3,383,399 Floating rate 3,084,291 3,084,291 3,030,655 3,030,655 Fixed rate 1,079,856 1,076,137 349,445 352,744 Trade payables 229,798 229,798 230,242 230,242 Other payables (2) 250,574 250,574 206,022 206,022 Bank overdrafts 34,864 34,864 34,925 34,925 Negative fair value of hedging derivatives 111,511 111,511 60,389 60,389 Negative fair value of trading derivatives 64 64 987 987

(1) Other receivables include payments on account made by the Group and other amounts due (see Note 17.3 - Other receivables). (2) Other payables include payments on accounts received, amounts due on non-current assets and other amounts payable (see Note 17.4 - Other payables).

Fair value hierarchy at 31 December 2010 ➤ 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;

in thousands of euros Level 1 Level 2 Level 3

Available-for-sale fi nancial assets (1) 540 - - Hedging derivatives held as assets - 11,434 - Trading derivatives held as assets - 223 - TOTAL ASSETS 540 11,657 - Hedging derivatives held as liabilities - 111,511 - Trading derivatives held as liabilities - 64 - TOTAL LIABILITIES - 111,575 - TOTAL FAIR VALUE 540 (99,918) -

(1) The “Available-for-sale financial assets” line does not include shares in unlisted companies and carried at cost.

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Note 24 Deferred taxes

24.1 Analysis of deferred taxes by origin

(in thousands of euros) 31/12/2010 31/12/2009

Deferred tax assets Subsidies 267 785 Elimination of profi t/loss on internal transactions 51,294 41,552 Tax loss carry forwards 118,413 109,638 Offset between deferred tax assets and liabilities (202,291) (163,592) Other 86,445 61,501 TOTAL DEFERRED TAX ASSETS 54,128 49,884 Deferred tax liabilities Depreciation adjustment (including accelerated depreciation) (248,387) (180,529) Fair value adjustments arising from business combinations (31,056) (30,225) Offset between deferred tax assets and liabilities 202,291 163,592 Other (72,413) (64,148) TOTAL DEFERRED TAX LIABILITIES (149,565) (111,310) Net deferred taxes (95,437) (61,426)

At 31 December 2010, the total amount of unrecognized deferred tax assets stood at €12.8 million, including €9.6 million in respect of the 2009 fi nancial year.

24.2 Maturity of deferred taxes

(in thousands of euros) 31/12/2010 31/12/2009

Deferred tax assets 54,128 49,884

➤ recoverable in more than 12 months 54,128 49,884 Deferred tax liabilities 149,565 111,310

➤ recoverable in more than 12 months 149,565 111,310

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24.3 Change in deferred taxes

Deferred tax Deferred tax Net deferred (in thousands of euros) assets liabilities taxes

Position at 1st December 2009 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) Change in tax bases 29,891 81,776 (51,885) Changes in the scope of consolidation (413) (1,567) 1,154 Translation differences 1,046 2,762 (1,716) Impact on reserves 12,419 (2,484) 14,903 Goodwill allocation -- - Other - (3,533) 3,533 Offset between deferred tax assets/liabilities (38,699) (38,699) - POSITION AT 31 DECEMBER 2010 54,128 149,565 (95,437)

24.4 Reconciliation of theoretical tax expense to actual tax expense

(in thousands of euros) 31/12/2010 31/12/2009

Income before tax and minority interests 146,512 126,110 Impairment losses on goodwill (11,081) (697) Income before tax and minority interests and impairment losses on goodwill 157,593 126,807 Standard tax rate 34.43% 34.43% Theoretical tax expense (54,259) (43,660) Differences in tax rate 2,093 743 Permanent differences 2,685 9,683 Taxes with no base (430) 12,425 Other (1) (11,462) (581) Actual tax expense (61,373) (21,390)

(1) Including unrecognized deferred tax assets.

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Income tax expense amounted to €61.4 million in 2010, up from – the reduction in the “Tremonti ter” tax credit received in 2009 in €21.4 million in 2009, based on income before tax of €146.5 million, Italy, compared with €126.1 million in 2009. The Group’s effective tax rate – the permanent non-deductibility for tax purposes of certain stood at 41.9%, up from 16.96% in 2009. expenses, notably including: Only €1.8 million in deferred tax assets were created by the impairment losses recognized on the ENR businesses, which – the non-deductibility in Mexico of the infl ation effect, reduced income before tax by €44.8 million. Adjusted for these – non-deductible expenses in Greece, items, the effective tax rate stood at 33%. This still represents an increase on the level recorded in the previous year. – the impact of the non-recognition of certain tax losses, principally in Greece and at a subsidiary of the ENR sub-group; During 2009, the Group enjoyed the benefi ts of substantial tax reductions, notably the fact that the negative goodwill arising from ➤ the following effects, leading to a decrease in the effective tax the Greentech Monte Grighine acquisition was not taxable and that rate: it received a non-recurring tax credit in Italy. – non-recurring exceptional income that is not taxable in France, During 2010, the regions characterized by high tax rates, notably notably the capital gain on the disposal of the Jarry and Saint- the United States and France, recorded strong levels of income Martin thermal power plants, before tax, which consequently pushed up the Group’s average tax – the use of tax credits in the United States (PTC and ITC) earned in rate. Furthermore, there were fewer factors leading to a decrease in connection with the operation of wind farms, the effective tax rate. – the lower tax rates in several countries in which the Group The difference between the effective tax rate of 41.89% and the operates (chiefl y the United Kingdom, Bulgaria, Portugal and standard income tax rate of 34.43% derived primarily from: Turkey), ➤ the following effects, leading to an increase in the effective tax rate: – environment tax credits in Spain and research tax credits in France. – the non-recognition of deferred tax assets on provisions for contingencies and losses and asset impairment affecting the ENR businesses,

Note 25 Provisions

31/12/2010 31/12/2009

(in thousands of euros) Current Non-current Total Current Non-current Total Provisions for employee benefi ts - 2,672 2,672 - 2,207 2,207 Other provisions: Provisions for risks relating to investments - 13,305 13,305 -55 Provisions for legal disputes 1,357 3,746 5,103 1,400 445 1,845 Provisions for asset retirement obligations and liabilities - 455 455 - 1,338 1,338 Provisions for guarantee - 9,507 9,507 - 8,951 8,951 Other 5,523 6,256 11,779 4,856 7,019 11,875 TOTAL 6,880 35,941 42,821 6,256 19,965 26,221

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Provisions Provisions for Provisions for asset for employee risks relating Provisions for retirement obligations Provisions for (in thousands of euros) benefi ts to investments legal disputes and liabilities guarantéee Other Total

Provisions at 01/01/2009 1,475 5 1,375 1,284 8,972 2,615 15,726 Changes in the scope of consolidation - - - - - 21 21 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 31/12/2009 2,207 5 1,845 1,338 8,951 11,875 26,221 Changes in the scope of consolidation (29) - - (945) 12 - (962) Provisions used (230) - (2,346) - (1,398) (5,178) (9,152) Surplus or unused provisions ------Charges to provisions 724 13,300 5,512 - 1,746 5,136 26,418 Translation differences - - 46 5 109 - 160 Other - - 46 57 87 (54) 136 PROVISIONS AT 31/12/2010 2,672 13,305 5,103 455 9,507 11,779 42,821

The balance of €42.8 million at 31 December 2010 primarily ➤ €5.1 million in provisions for legal disputes, chiefl y comprising comprises the following items: disputes with customers or labor tribunal disputes at ENR sub- group subsidiaries and disputes in France. ➤ €9.5 million in provisions for warranties chiefl y at Tenesol in respect of the obligation to replace batteries and other obligations Changes in the period were primarily attributable to €17.3 million in connection with solar energy projects carrying tax incentives; in net allowances, mainly including €15.9 million for the ENR sub- group and €1.3 million in France. ➤ €13.2 million in provisions for investments in the ENR sub-group (see Note 1 - General information);

➤ €11.8 million in other provisions primarily comprising €2.6 million in provisions for contingencies in France, €3.1 million for the ENR sub-group and €4.3 million in Greece;

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Note 26 Provisions for employee benefits

Provisions for employee benefi ts include retirement indemnities and length of service bonuses.

26.1 Description of actuarial assumptions applied An actuarial assessment 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:

31/12/2010

Actualisation rate 4.25% Infl ation rate 2%

26.2 Change in obligations

Benefi ts payable (in thousands of euros) upon retirement Jubilee benefi ts Total

Provisions at 31/12/2009 2,128 79 2,207 Changes in the scope of consolidation (29) (29) Service cost 745 33 778 Interest expense 26 26 Benefi ts paid (284) (26) (310) Change in obligations at end of period 2,586 86 2,672 Value of plan assets PROVISION AT 31 DEC. 2010 2,586 86 2,672

Note 27 Notes to the consolidated cash flow statement

27.1 Depreciation and amortization, provisions and impairment losses charged to operating income

(in thousands of euros) 31/12/2010 31/12/2009

Intangible assets 21,136 3,626 Property, plant and equipment 157,206 107,527 Financial assets 15,396 19,721 Total depreciation and amortization on non-current assets 193,738 130,874 Impairment losses on available-for-sale fi nancial assets -- Total depreciation, amortization and impairment losses on non-current assets 193,738 130,874 Employee benefi t obligations Other provisions 17,266 10,113 TOTAL NET INCREASE IN PROVISIONS 17,266 10,113 TOTAL NET EXPENSES EXCLUDING CURRENT ASSETS 211,004 140,987

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27.2 Elimination of capital gains/(losses) and dilution gains/(losses)

(in thousands of euros) 31/12/2010 31/12/2009

Capital gains/(losses) on the sale of intangible assets 69 414 Capital gains/(losses) on the sale of property, plant and equipment (2,637) 856 Capital gains/(losses) on the sale of fi nancial assets (121) (3,237) Capital gains/(losses) on the sale of investments in non-consolidated companies (1) (2) (11,488) (394) TOTAL (14,177) (2,361)

(1) The difference of €169 thousand with the 2010 deconsolidation gains/loss shown in Note 5 - Other operating income and expenses derives from application of the revised IFRS 3 to the acquisition of an additional interest in Reetec, with the remeasurement of the previously held equity interest. (2) The capital gains on disposal of equity interests derived chiefly from the sale of the Jarry and Saint-Martin thermal power plants. The difference of €43 thousand with the 2009 deconsolidation gain/loss shown in Note 5 - Other operating income and expenses primarily derived from the dilution gain on the holding in Mexico.

27.3 Other non-cash income and expenses

(in thousands of euros) 31/12/2010 31/12/2009

Borrowings from credit institutions (2,458) (5,263) Financial payables (597) (42) Downpayment for non-current assets (747) (888) Other trade payables (28,328) 10,214 Other receivables and other payables (1,681) (20,650) TOTAL (33,811) (16,629)

Other non-cash income and expenses: ➤ related to other trade receivables and payables refl ect foreign exchange gains or losses recognized on foreign currency assets ➤ related to fi nancial assets and liabilities refl ect foreign exchange or liabilities; gains or losses on net investments in foreign operations; ➤ related to other receivables and other payables refl ect the negative goodwill recognized in 2009 and the cost of unwinding discounts.

27.4 Acquisitions and disposals of non-current assets

(in thousands of euros) 31/12/2010 31/12/2009

Acquisitions of intangible assets (3,486) (10,262) Acquisitions of property, plant and equipment (1,213,877) (1,195,315) TOTAL ACQUISITIONS OF INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT (1,217,363) (1,205,577)

Amounts payable on acquisitions of intangible assets (4,111) 5,568 Amounts payable on acquisitions of property, plant and equipment 50,077 (77,779) Change in amounts payable on acquisitions of property, plant and equipment and intangible assets 45,966 (72,211) TOTAL ACQUISITIONS OF NON-CURRENT ASSETS (1,171,397) (1,277,788)

2010 Registration document • EDF Energies Nouvelles 201 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

(in thousands of euros) 31/12/2010 31/12/2009

Proceeds from the sale of intangible assets -15 Proceeds from the sale of property, plant and equipment 113,396 27,684 TOTAL PROCEEDS FROM THE SALE OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS 113,396 27,699

Proceeds due from sales of property, plant and equipment (135) 37 Change in proceeds due from the sale of property, plant and equipment and intangible assets (135) 37 Proceeds from the sale of non-current fi nancial assets 568 3,963 Receivables on the sale of non-current fi nancial assets (29) (504) Change in proceeds due from sales of non-current assets 539 3,459 TOTAL SALES OF NON-CURRENT ASSETS 113,800 31,195

Disposals of non-current assets derived chiefl y from the sale-and-leaseback transactions and disposals of assets in France and Italy.

27.5 Impact of changes in scope of consolidation

31/12/2010 31/12/2009

(in thousands of euros) Acquisitions Disposals Net Acquisitions Disposals Net

Acquisitions

➤ Acquisition cost (14,449) - (14,449) (34,918) - (34,918)

➤ Cash acquired 855 - 855 4,748 - 4,748 Impact of additions to the scope of consolidation (13,594) - (13,594) (30,170) - (30,170) Disposals

➤ Sale proceeds - 17,389 17,389 - 1,183 1,183

➤ Cash transferred out of Group - (5,343) (5,343) - (586) (586) Impact of deconsolidations - 12,046 12,046 - 597 597 Net impact of changes in scope of consolidation - - (1,548) - - (29,573)

During 2010, acquisition costs primarily refl ect the acquisition of Soma, the acquisition of Italian companies Bonorva and Greentech Beacon in the United States. Monte Grighine and the purchase of Spanish company Aavyc Gestion. Cash acquired chiefl y refl ects the switch from equity accounting to full consolidation for Reetec. Cash acquired chiefl y refl ects the switch from equity accounting to full consolidation for EDF ENR Solaire. Disposals, as well as the cash transferred out of the Group principally refl ect the disposal of the Jarry and Saint-Martin power Disposals and cash transferred out of the Group primarily refl ects plants, as well as the liquidation of Siif Ghana. the sale of Seclin and Chabossière. In 2009, acquisition costs chiefl y refl ect the acquisition of an additional 31% interest in EDF ENR Solaire, 50% of Turkish company

202 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

Note 28 Off-balance sheet commitments

28.1 2010 presentation change Financing commitments received include credit lines not drawn down, as well as project fi nancing agreements signed, but not yet The Group has altered the presentation of off-balance sheet drawn down. commitments to make them easier to analyze. Lastly, contingent guarantees and commitments show bank Off-balance sheet commitments are now classifi ed under the guarantees issued, as well as the commitments given by the Group following headings: that the materialization depends on the occurrence of uncertain ➤ purchase orders; future events.

➤ fi nancing commitments received; Commitments deemed to be reciprocal by their very nature (commitment given in return for a commitment received) are no ➤ contingent guarantees and commitments. longer presented in both commitments given and commitments Purchase orders include the contractual obligations directly arising received. This chiefl y comprises business orders, leading to a from the Group’s normal business activities, which are not refl ected corresponding benefi t for the Group, such as the recognition of a on the balance sheet (chiefl y orders of turbines and photovoltaic non-current asset on the balance sheet. panels). These commitments are broken down by maturity to present the maturity schedule of payments.

The impact of this change in the presentation of the off-balance sheet commitments reported at 31 December 2009 is presented below:

At 31 Dec. 2009 At 31 Dec. 2009 (in millions of euros) Notes At 31 Dec. 2010 restated reported

Purchase orders (1) 28.2 2,155 2,520 2,476 Contingent guarantees and commitments (2) 28.4 516 333 1,102 Collateral, mortgages and other security agreements (3) - - 1,604 - - 5 182 Financing commitments received (4) 28.3 1,605 578 3,094 Securities and other guarantees received (3) - -832 - - 3 926

(1) Previously shown as “Other commitments given” with a value of €2,476 million. This figure increased by €43.5 million reflecting the success fees payable under the partnership presented in Note 28 - Contingent assets and liabilities of the 2009 registration document. (2) Previously shown as “Securities and other guarantees received”. The portion related to construction agreements is no longer shown either under commitments given (€769 million) or commitments received (€752 million). Only the guarantees issued pursuant to these contracts are disclosed under contingent guarantees and commitments. (3) Collateral is presented in Note 12 of the 2010 consolidated financial statements under Property, plant and equipment. (4) This line, which used to be called “Other commitments received”, included in 2009 reciprocal commitments arising from business orders (€2,516 million), as well as credit lines not drawn down (€578 million). Reciprocal commitments arising from business orders are no longer presented under commitments received in the 2010 registration document.

28.2 Purchase orders

Maturity Maturity less than > 1 year and At 31 Dec. 2009 (in millions of euros) one year < 5 years Over 5 years At 31 Dec. 2010 restated

Orders of panels, turbines and fuel 707 1,006 20 1,733 2,089 Operating leases - Lessee 39 43 109 191 78 Long-term services and commercial commitments 61 70 67 198 225 Other - - - - 84 Success fees under partnership agreements 14 11 8 33 44 TOTAL PURCHASE ORDERS 821 1,130 204 2,155 2,520

2010 Registration document • EDF Energies Nouvelles 203 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

The Group has secured its purchases, predominantly of turbines and solar photovoltaic farms. The nominal amount of such contracts is photovoltaic modules, using multi-year fi rm contracts. Accordingly, shown, without any indexation or update. the Group has undertaken to purchase and the third parties have As part of the development of projects, the Group may sign undertaken to deliver these assets. partnership agreements with third parties. When the percentage The Group enters into long-term operating leases, primarily for the of completion of projects renders likely a payment to these third rental of land in connection with the establishment of wind and parties, a success fee is assessed.

28.3 Financing commitments received

At 31 Dec. 2009 (in millions of euros) At 31 Dec. 2010 restated

Credit lines not drawn down 1,031 0 Loans arranged, but not drawn down 574 578 TOTAL FINANCING COMMITMENTS RECEIVED 1,605 578

This item comprises credit lines not drawn down granted by banks (see Note 22.3 - Liquidity risk), as well as borrowings already signed for the construction of facilities, for instance, but not yet drawn down that do not appear on the balance sheet. Bank overdrafts are not included.

28.4 Contingent guarantees and commitments

At 31 Dec. 2009 (in millions of euros) At 31 Dec. 2010 restated

Guarantees given 350 249 Contingent share acquisition commitments 49 32 Other commitments given 117 52 TOTAL GUARANTEES AND COMMITMENTS GIVEN 516 333

The Group issues guarantees in connection with the construction Commitments to purchase securities refl ect the call options not contracts that it performs (site restoration guarantee in the event of recognized on the balance sheet because the pre-conditions for damage, completion guarantees, etc.). exercise of these options have not yet been satisfi ed. The total amount of these guarantees stood at €350 million in 2010 Other commitments given relate primarily to contingent fi nancing compared with €249 million in 2009. There is no information to commitments concerning unconsolidated entities or those date that any of these guarantees will be invoked. accounted for under the equity method.

204 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

Note 29 Business combinations

The signifi cant businesses combinations completed during 2010 at their fair value. This remeasurement of Reetec shares had an arose from the following transactions: impact of €(169) thousand on the income statement.

➤ acquisition during June 2010 in the United States of full ownership The non-controlling interests were measured at their fair value. of Beacon and Corona, which are fully consolidated; The transactions were accounted for in line with the provisions ➤ acquisition of control of Reetec in Germany with effect from introduced in the revised IFRS 3, as described in section 3.2.2. January 2010 through the purchase of an additional 44% interest. The acquisitions of Beacon and Corona, which were completed Reetec is now fully consolidated based on percentage ownership at the end of the fi rst half of 2010, were provisionally accounted of 72%, after having been accounted for under the equity method for at 31 December 2010. The fair value of the acquisition cost, as in 2009 based on an ownership rate of 28%. Where the acquisition well as the assets and liabilities acquired, may be revised during takes place through successive share purchases, the shares the 12 months following the acquisition date, thereby leading to a previously held prior to the assumption of control are remeasured subsequent adjustment of goodwill.

Figures concerning these acquisitions are presented below. ➤ ANALYSIS OF ACQUISITION COST

(in thousands of euros) Total

Acquisition price 14,296 Debt arising on share acquisitions 15,227 Direct costs linked to the acquisition 1,014 Fair value of shares issued 1,014 TOTAL ACQUISITION COST 31,551 Fair value of net liabilities acquired 23,500 Goodwill arising on the acquisitions 8,051

➤ ANALYSIS OF NET ASSETS ACQUIRED

Total

(in thousands of euros) Fair value Carrying amount

Assets Non-current assets 53,369 31,814 Cash and cash equivalents 711 711 Inventories 722 722 Other assets 12,432 6,478 TOTAL ASSETS 67,234 39,725 Liabilities Borrowings 36,993 36,385 Fair value of hedging instruments -- Trade payables 6,729 6,372 Other liabilities 12 12 NET ASSETS 23,500 (3,044) Minority interests 803 803 Net assets acquired 22,697 (3,847) Net result since the acquisition date - (1,657) NET INCOME GROUP SHARE - (1,913)

2010 Registration document • EDF Energies Nouvelles 205 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

Note 30 Related party transactions

➤ INCOME STATEMENT (IN THOUSANDS OF EUROS)

Revenues Operating expenses Financial income Financial expenses Company 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009

Shareholders 113,769 90,198 (3,470) (3,964) 4,602 - (23,951) (8,200) Executive offi cers - - (2,173) (2,153) - - - - Joint ventures 21,529 14,449 (62,830) (42,046) 2,642 3,124 (7) (40) Associates 357---7811,464 (1) (2) Companies over which the Group’s managers exercise signifi cant infl uence ------TOTAL 135,655 104,647 (68,473) (48,163) 8,025 4,588 (23,959) (8,242)

➤ BALANCE SHEET - ASSETS (IN THOUSANDS OF EUROS)

Loans and receivables Trade receivables Prepaid expenses Cash pooling Company 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009

Shareholders - - 21,935 11,121 - 459 65,818 41,493 Joint ventures 80,114 112,675 1,552 852 - - - - Associates 37,227 6,620 795----- Companies over which the Group’s managers exercise signifi cant infl uence ------TOTAL 117,341 119,295 24,282 11,973 - 459 65,818 41,493

➤ BALANCE SHEET - LIABILITIES (IN THOUSANDS OF EUROS)

Borrowings Trade payables Advances from shareholders Company 31/12/2010 31/12/2009 31/12/2010 31/12/2009 31/12/2010 31/12/2009

Shareholders 1,144,611 640,944 - - 5,333 5,300 Joint ventures 9,492 347 18,486 8,893 353 30 Associates 63 62---1,134 Companies over which the Group’s managers exercise signifi cant infl uence ------TOTAL 1,154,166 641,353 18,486 8,893 5,686 6,464

The term “Shareholders” solely refers to EDEV, EDF and the Joint ventures are consolidated proportionally. Mouratoglou group. Associated companies include equity affi liates. The relationship with EDF consists primarily in the sale of electricity Transactions between related parties are not offset against each and loans. other.

206 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

Note 31 Subsequent events

No signifi cant events occurred after the balance sheet date.

Note 32 Scope of consolidation

The EDF Energies Nouvelles group comprises 317 consolidated companies, of which 239 are fully and 71 proportionally consolidated and seven are accounted for under the equity method.

31 décembre 2010 31 décembre 2009 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 (2) 0.00% 0.00% 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 CalsFCas France (2) 0.00% 0.00% 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 Parc Eolien de Cambouisset France (1) 100.00% 100.00% FC 0.00% 0.00% NI Electrique 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 (2) 0.00% 0.00% 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 ParticPCation France 100.00% 100.00% FC 100.00% 100.00% FC Parc éolien des Barthes France 100.00% 100.00% FC 100.00% 100.00% FC Neuvy et Villars France 100.00% 100.00% FC 100.00% 100.00% FC Blauvac France (1) 100.00% 100.00% FC 0.00% 0.00% NI Manosque France 100.00% 100.00% FC 100.00% 100.00% FC Sainte Tulle France 100.00% 100.00% FC 100.00% 100.00% FC Gabardan Trackers France 100.00% 100.00% FC 100.00% 100.00% FC Colsun France 50.00% 50.00% PC 50.00% 50.00% PC Gabardan 1 France 100.00% 100.00% FC 100.00% 100.00% FC Gabardan 4 France 100.00% 100.00% FC 100.00% 100.00% FC Gabardan 7 France (1) 100.00% 100.00% FC 0.00% 0.00% NI Parc Eolien de la Petite Moure France 100.00% 100.00% FC 100.00% 100.00% FC

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31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. Parc Eolien de la Pierre France 100.00% 100.00% FC 100.00% 100.00% FC Parc Eolien du Nipleau France 100.00% 100.00% FC 100.00% 100.00% FC Parc Eolien des 3 Frères France 100.00% 100.00% FC 100.00% 100.00% FC 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 Eolienne 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 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 100.00% 100.00% FC 100.00% 100.00% FC Parc Solaire de la Roseraye France 100.00% 100.00% FC 100.00% 100.00% FC Bouloc France (1) 100.00% 100.00% FC 0.00% 0.00% NI Pierrefonds services France (1) 100.00% 100.00% FC 0.00% 0.00% NI Beguey France (1) 100.00% 100.00% FC 0.00% 0.00% NI Puyloubier 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 Eoliennes Plat des Graniers France (1) 100.00% 100.00% FC 0.00% 0.00% NI Montendre France (1) 100.00% 100.00% FC 0.00% 0.00% NI Pierrefonds France (1) 100.00% 100.00% FC 0.00% 0.00% NI EDF ENR France 50.00% 50.00% FC 50.00% 50.00% FC Supra France 40.64% 81.28% FC 40.64% 81.28% FC Tenesol France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Caraibes France 25.00% 50.00% PC 25.00% 50.00% PC Tenesol services caraibes 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 Polynesie France 12.75% 25.50% PC 12.75% 25.50% PC Tenesol Polynesie 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 Sénégal 25.00% 50.00% PC 25.00% 50.00% PC Tenesol Energie Maroc Morroco 24.98% 50.00% PC 24.98% 50.00% PC

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31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. 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 25.00% 50.00% PC 25.00% 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 50.00% 100.00% FC 50.00% 100.00% FC 498.173.905 Photon Technology France 50.00% 100.00% FC 50.00% 100.00% FC Transenergy France (2) 0.00% 0.00% NI 21.00% 100.00% FC La Sare France (1) 100.00% 100.00% FC 0.00% 0.00% NI Photon Power Industry France 50.00% 100.00% FC 50.00% 100.00% FC PV Alliance France (1) 20.00% 40.00% EM 0.00% 0.00% NI 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 EEVM 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 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 90.00% 100.00% FC 90.00% 100.00% FC EDF EN Italia (ex Siif Servizi) Italy (4) 100.00% 100.00% FC 95.00% 95.00% FC Fri-El Puglia Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Sant’Agata Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Sardegna Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Nurri Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Andretta Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Campania Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Murge Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Ichnusa Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fri-El Campidano Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Solareolica Italy (4) 100.00% 100.00% FC 95.00% 95.00% FC Murgeolica Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Terni Solar Energy Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fotosolare Italy (4) 100.00% 100.00% FC 95.00% 100.00% FC Bonorva Italy (4) 100.00% 100.00% FC 95.00% 100.00% FC

2010 Registration document • EDF Energies Nouvelles 209 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. Energie Alternativa Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Monte Grighine Italy (4) 50.00% 50.00% FC 47.50% 50.00% FC Solareolica seconda Italy (4) 100.00% 100.00% FC 95.00% 100.00% FC Solareolica Quarta Italy (4) 90.00% 90.00% FC 85.50% 90.00% FC Energie Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Fotosolar Settima Italy (4) 50.00% 50.00% PC 47.50% 50.00% PC Sunfl ower Italy (4) 70.00% 70.00% FC 66.50% 70.00% FC Solareolica Quinta Italy (1) 100.00% 100.00% FC 0.00% 0.00% NI Fotosolar Sesta Italy (1) 100.00% 100.00% FC 0.00% 0.00% NI Solaren Italy (1) 50.00% 50.00% PC 0.00% 0.00% NI Fotosolar Sicilia Italy (1) 100.00% 100.00% FC 0.00% 0.00% NI Solar Green Energy 2 Sicilia Italy (1) 65.00% 65.00% FC 0.00% 0.00% NI Groupe Alco Belgium 25.00% 25.00% EM 25.00% 25.00% EM C-Power Belgium 18.28% 18.28% EM 18.28% 18.28% 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 Services UK Belgium 51.00% 51.00% FC 51.00% 51.00% FC Verdesis Energie Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Microturbine Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Jonquiere Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Sainte Sévère Belgium 100.00% 100.00% FC 100.00% 100.00% FC Verdesis Valoduo Belgium 100.00% 100.00% FC 100.00% 100.00% FC Sablé Energies Vertes Belgium 51.00% 51.00% FC 51.00% 51.00% FC Revico Energies Vertes Belgium 50.00% 50.00% FC 50.00% 50.00% FC enXco A/S Denmark (5) 100.00% 100.00% FC 100.00% 100.00% FC EDF en UK (Westbury Windfarms LTD) UK 100.00% 100.00% FC 100.00% 100.00% FC Fenland Windfarms LTD UK 100.00% 100.00% FC 100.00% 100.00% FC Cumbria Wind Farms UK 100.00% 100.00% FC 100.00% 100.00% FC First Windfarm Holdings UK 100.00% 100.00% FC 100.00% 100.00% FC Wind Prospect Developments UK 70.00% 70.00% FC 70.00% 70.00% FC Red Tile UK 100.00% 100.00% FC 100.00% 100.00% FC Walkway UK 100.00% 100.00% FC 100.00% 100.00% FC EDF Energy renewables UK 50.00% 50.00% PC 50.00% 50.00% PC Burnfoot UK 50.00% 50.00% PC 50.00% 50.00% PC Fairfi eld UK 50.00% 50.00% PC 50.00% 50.00% PC Longpark UK 50.00% 50.00% PC 50.00% 50.00% PC Rusholme UK 50.00% 50.00% PC 50.00% 50.00% PC Teesside UK 50.00% 50.00% PC 50.00% 50.00% PC Bicker Ltd UK 50.00% 50.00% PC 50.00% 50.00% PC Walkway Wind Ltd UK 50.00% 50.00% PC 50.00% 50.00% PC Wind Prospect Developments II UK 50.00% 50.00% PC 50.00% 50.00% PC Royal Oak UK 50.00% 50.00% PC 50.00% 50.00% PC enXco GmbH Germany 100.00% 100.00% FC 100.00% 100.00% FC

210 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. 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 HABSCHEID Germany (1) 100.00% 100.00% FC 0.00% 0.00% NI Reetec Germany (4) 72.00% 72.00% FC 28.00% 28.00% EM EEN EGE Holding Turkey 100.00% 100.00% FC 100.00% 100.00% FC Polat Enerji Turkey 50.00% 50.00% PC 50.00% 50.00% PC Dogal Turkey 25.00% 50.00% PC 25.00% 50.00% PC Soma Turkey 50.00% 50.00% PC 50.00% 50.00% PC Doruk Turkey 25.00% 50.00% PC 25.00% 50.00% PC Poyraz Turkey 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 (4) 100.00% 100.00% FC 90.15% 100.00% FC Aioliki Didimon Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Energy Peloponnisou Greece 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Karistou 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 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 100.00% 100.00% FC 100.00% 100.00% FC Aioliki Hellas Greece (4) 100.00% 100.00% FC 90.00% 100.00% FC Viotia 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 Tarnara 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 (4) 100.00% 100.00% FC 99.95% 100.00% FC Aktina Argolidas Greece (4) 90.15% 90.15% 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

2010 Registration document • EDF Energies Nouvelles 211 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. 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 PFCadia 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 (4) 97.75% 100.00% FC 98.75% 100.00% FC Ailoloko Parko Tsitomi SA Greece (4) 97.75% 100.00% FC 98.75% 100.00% FC Aioliko Parko Fokidas Profi tis ilias Greece (1) 97.75% 100.00% FC 0.00% 0.00% NI Inversiones Eolicas Mexico (4) 99.9957% 99.997% FC 99.97% 99.97% FC Electrica del Valle de Mexico Mexico (4) 99.9954% 99.9957% FC 99.86% 99.90% FC Energia del Ismo Mexico (4) 99.9954% 100.00% FC 99.01% 99.04% FC EDF EN Servicios Mexico Mexico (1) 99.9957% 100.0000% FC 0.00% 0.00% NI ENXCO Servicios Mexico Mexico (1) 99.9957% 100.0000% FC 0.00% 0.00% NI 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 Electrique de Mulhouse France 100.00% 100.00% FC 100.00% 100.00% FC 414.054.213 Energies Antilles France (2) 0.00% 0.00% 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 (2) 0.00% 0.00% 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 50.00% 100.00% FC 50.00% 100.00% FC 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 Germanea Bulgaria (1) 51.00% 51.00% FC 0.00% 0.00% NI Recursos Energeticos Spain 85.00% 85.00% FC 85.00% 85.00% FC A.I.R. of America, enXco Inc (Groupe) USA (3) 100.00% 100.00% FC 100.00% 100.00% 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

212 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Consolidated accounts

31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. 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 Partnership 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 Asset Holding, 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 100.00% 100.00% FC 100.00% 100.00% FC DifWind Farms IV, Inc. USA 100.00% 100.00% FC 100.00% 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 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 (2) 0.00% 0.00% NI 50.00% 50.00% PC Mojave Land, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Oasis Power Partners, LLC USA 50.00% 50.00% PC 50.00% 50.00% PC Hawi Renewable Development, LLC USA 60.00% 60.00% FC 60.00% 60.00% FC 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 Heights Wind Power Projects, LLC USA 50.83% 50.83% PC 50.83% 50.83% PC Muncie 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

2010 Registration document • EDF Energies Nouvelles 213 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Consolidated accounts

31 décembre 2010 31 décembre 2009 Companies % Interest % Control Method % Interest % Control Method SIREN No. 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 100.00% 100.00% FC 100.00% 100.00% FC 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 Hoosier Wind Project USA 100.00% 100.00% FC 100.00% 100.00% FC Jayne, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Bayshore Soleil, LLC USA 100.00% 100.00% FC 100.00% 100.00% FC Enxco LFG Holding, LLC USA (1) 100.00% 100.00% FC 0.00% 0.00% NI Beacon Landfi ll Gas Holding, LLC USA (1) 100.00% 100.00% FC 0.00% 0.00% NI Greentree Landfi ll GC, LLC USA (1) 100.00% 100.00% FC 0.00% 0.00% NI Imperial LFG, LLC USA (1) 100.00% 100.00% FC 0.00% 0.00% NI EDF En Canada Canada 100.00% 100.00% FC 100.00% 100.00% FC Arnprior 1 GN Inc. Canada 100.00% 100.00% FC 100.00% 100.00% FC Arnprior 2 GN Inc. Canada 100.00% 100.00% FC 100.00% 100.00% FC Saint Isidore A Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Elmsley East Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Elmsley West Canada (1) 100.00% 100.00% FC 0.00% 0.00% NI Saint Laurent Energies Canada (4) 70.00% 70.00% FC 60.00% 100.00% FC Saint Robert Bellarmin Canada 100.00% 100.00% FC 100.00% 100.00% FC Massif du Sud Canada 100.00% 100.00% FC 100.00% 100.00% FC Lac Alfred Canada 100.00% 100.00% FC 100.00% 100.00% FC Clermont Canada 100.00% 100.00% FC 100.00% 100.00% FC Riviere du Moulin Canada 100.00% 100.00% FC 100.00% 100.00% FC EnXco Services Corp Canada 100.00% 100.00% FC 100.00% 100.00% FC Batliboi India (5) 50,00 % 50,00 % EM 50,00 % 50,00 % EM

(1) Companies that were added to the scope of consolidation in 2010. (2) Companies that left, were deconsolidated or emerged during 2010. (3) Air 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).

214 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer 20 Statutory auditors’ report on the consolidated fi nancial statements prepared in accordance with IFRS for the year ended 31 December 2010

20.2 Statutory auditors’ report on the consolidated fi nancial statements prepared in accordance with IFRS for the year ended 31 December 2010

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 2010, 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 obtained is suffi cient and appropriate to provide a basis for our applicable in France; those standards require that we plan and audit opinion. perform the audit to obtain reasonable assurance about whether the In our opinion, the consolidated fi nancial statements give a true and consolidated fi nancial statements are free of material misstatement. fair view of the assets and liabilities and of the fi nancial position An audit involves performing procedures, using sampling techniques of the Group as at 31 December 2009 and of the results of its or other methods of selection, to obtain audit evidence about the operations for the year then ended in accordance with International amounts and disclosures in the consolidated fi nancial statements. Financial Reporting Standards as adopted by the European Union. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates Without qualifying our opinion, we draw your attention to the made, as well as the overall presentation of the consolidated note 3.3 to the consolidated fi nancial statements which sets the fi nancial statements. We believe that the audit evidence we have change in presentation of certain fi nancial liabilities at 31 December 2010.

2. JUSTIFICATION OF OUR ASSESSMENTS

In accordance with the requirements of article L.823-9 of the French Property, plant and equipment Commercial Code (Code de commerce) relating to the justifi cation of our assessments, we bring to your attention the following matters: As stated in Note 3.7.1 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

2010 Registration document • EDF Energies Nouvelles 215 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 20 Financial information concerning the assets and liabilities, fi nancial position and results of the issuer Statutory auditors’ report on the consolidated fi nancial statements prepared in accordance with IFRS for the year ended 31 December 2010

satisfy the criteria for capitalization provided for in the IFRSs, as Derivatives adopted in the European Union. We have reviewed the criteria and methodology underpinning the appropriate nature of this Note 3.10 to the consolidated fi nancial statements states the accounting treatment, and we have ensured that Note 12 to the measurement and recognition criteria for derivatives. Our work consolidated fi nancial statements provides appropriate disclosures. consisted in examining the data used, assessing the assumptions adopted and verifying that Note 16 to the consolidated fi nancial statements provides appropriate disclosures. Impairment losses on non-fi nancial assets At each year-end, the Company systematically conducts impairment Accounting principles not covered by specifi c tests on goodwill and assets with an indefi nite life and also provisions under IFRS assesses whether there is any evidence of impairment in long- term assets with a defi nite life, in accordance with the procedures Note 3.2.2 to the consolidated fi nancial statements describes described in Note 3.8 of the consolidated fi nancial statements. We the accounting treatments adopted for contractual obligations to have examined how this impairment testing is implemented and the acquire minority interests in the absence of a specifi c provision cash fl ow projections used, and we have verifi ed that Notes 10, 11 in the IFRSs as adopted in the European Union. We ensured that and 12 to the consolidated fi nancial statements provide appropriate the accounting treatments adopted do not contravene the general disclosures. principles of the standards, and notes to the consolidated fi nancial statements provide appropriate disclosures in this respect. Deferred taxes These assessments were made as part of our audit of the consolidated fi nancial statements taken as a whole, and therefore Note 3.15.1 to the consolidated fi nancial statements stipulates contributed to the opinion we formed which is expressed in the fi rst the measurement and recognition criteria for deferred tax assets. part of this report. 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.

3. SPECIFIC VERIFICATION

As required by law we have also verifi ed, in accordance with We have no matters to report as to its fair presentation and its professional standards applicable in France, the information consistency with the consolidated fi nancial statements. presented in the group’s management report. The Statutory Auditors

Paris La Défense and Paris, 8 February 2011

KPMG Audit Department of KPMG S.A. 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 2010 FINANCIAL YEAR

KPMG Alain Martin et Associés

(in thousands of euros) Amount (excl. of VAT) % Amount (excl. of VAT) % 2010 2009 2010 2009 2010 2009 2010 2009

Audit

➤ Statutory audit, certifi cation, review of individual and consolidated fi nancial statements Issuer (1) 814 835 42.4% 46.6% 351 343 49.8% 61.6% Fully consolidated subsidiaries 1,107 938 57.6% 52.3% 354 210 50.2% 37.7%

➤ Other procedures and services directly related to the statutory audit Issuer (1) - - - - - Fully consolidated subsidiaries - - - 5 - Sub-total 1,921 1,773 100% 98.9% 705 553 100% 99.3% Other services performed by the networks on behalf of fully-consolidated subsidiaries

➤ Legal, tax, labour - 20 0.0% 1.1% - 2 0.0% 0.4%-

➤ Internal control - 0.0%----0.0%

➤ Other (state if > 10% audit fees) ----20.0% 0.4% Sub-total - 20 0.0% 1.1% - 4 0.0% 0.7% TOTAL 1,921 1,793 100% 100% 705 557 100% 100%

(1) EDF Energies Nouvelles SA.

The fees paid by companies consolidated proportionally by EDF Energies Nouvelles amounted to €0.41 million in 2010 compared with €0.37 million in 2009, including €0.22 million and €0.25 million respectively for KPMG. Lastly, certain Group subsidiaries are audited by statutory auditors other than the Company’s Statutory Auditors. In 2010, the fees paid to them remained stable compared with 2009 at €1.3 million.

20.4 Dividend policy

For the 2010 fi nancial year, the Company’s Board of Directors will propose at the Annual General Meeting of the shareholders due to be held on 27 May 2011 payment of a dividend of €0.42 per share, or 30.71% of consolidated net income. Net income for the 2010 fi nancial year, which amounted to €38,050,728 would be appropriated as follows:

➤ Legal reserve €1,902,536

➤ Dividend payments €32,578,735

➤ Distribution of retained earnings €3,569,457

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If on the day the dividends are paid, the Company holds some of Lastly, it is stated that the entire amount of the dividend paid out is its own shares, the sums representing the unpaid dividends on eligible for the 40% tax rebate for individuals domiciled in France these shares will be transferred to ordinary reserves, in accordance for tax purposes, as provided for in article 158–3 of the French with article L. 225-210 sub. para. 4 of the French Commercial Code. General Tax Code.

The following dividends were paid out by the Company over the past three years:

Year Dividend

2010 €0.38 per share 2009 €0.27 per share 2008 €0.26 per share

20.5 Legal and arbitration proceedings

The Group is involved in certain disputes and administrative, seeking the withdrawal of the prefect’s order establishing the judicial and arbitration proceedings in the normal course of its corresponding ZDEs. business activities. Its activities as a developer of wind farms and In accordance with law 2000-108 of 10 February 2000, as amended photovoltaic power plants means that it may from time to time by law 2005-781 of 13 July 2005, new wind farms may not qualify invoke contractual warranties, notably concerning their compliance for a purchase obligation by EDF or non-nationalised distributors and operational capabilities, as granted by manufacturers of unless they are located in a ZDE. Even so, law 2005-781 provided technical equipment, notably turbines for wind farms. 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 one of the aforementioned ZDE orders below: were to be cancelled, the Group could reconfi gure the facilities Challenges to building permits in France – A building permit must be into several farms with capacity of less than 12 MW, some of which obtained before a wind farm or a ground-based photovoltaic power would be sold to third parties to qualify for the purchase obligation plant can be built in France. Certain associations have decided under the transition regime. to challenge this type of project and systematically challenge – enXco, the Company’s US decisions to grant permits. Although such proceedings are rarely Dispute with Green Ridge Power LLC principal subsidiary, is currently in dispute with Green Ridge Power successful, several building permits obtained by the Group in LLC, a subsidiary of Florida Power & Light Energy, concerning the France for wind farm projects are currently being challenged in Shiloh and enXco 5 wind farms. enXco operates and maintains the administrative proceedings. If they give rise to cancellation of enXco 5 wind farm on land covered by subeasements permitting the building permit, these challenges may lead to suspension of these activities. Green Ridge Power, LLC, which holds easements the wind farm construction work, where this is underway, or, if a on the same land, considers that without its agreement the specifi c challenge is brought before the judge (after cancellation aforementioned easements have not been validly extended to the of the building permit), the dismantling of the wind farm, when repowering of the enXco 5 facility and the laying of underground the construction work has been completed. At 31 December 2010, cables permitting the transmission of the electricity generated by the building permits for the Corbières-Méditerranée (20.7 MW), the Shiloh facility (sold by enXco to Iberdrola Renovables in 2005). Fraisse- sur-Agout (23 MW), Sauveterre (12 MW) and Allanche Iberdrola Renovables has notifi ed its insurer, as well as enXco of (24 MW) wind farms are currently being challenged in the courts. claims for compensation in connection with the sale of the Shiloh Challenge to the creation of designated wind energy development facility. Negotiations with a view to reorganising the operating zones (Zones de Développement Eolien (“ZDEs”)) in France – The rights of enXco, Iberdrola Renovables and Green Ridge Power LLC in Salles-Curan (60 MW) and Corbières Méditerranée (20,7 MW) wind the regions concerned are now in their fi nal stages. farms were challenged in proceedings initiated by local associations,

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Complaint concerning the Glassmoor wind farm – In the United the activities of EDF ENR in the solar photovoltaic segment, (ii) halt Kingdom, certain individuals lodged a complaint against EDF EN UK, any reference being made to the services provided by EDF ENR Fenlands Windfarm Ltd, which operates the Glassmoor wind farm by agents answering calls to 3929 (a hotline set up by EDF for (16 MW) on the grounds of acoustic nuisance. The plaintiffs claim information concerning the installation of photovoltaic panels), that the facility has created an intolerable acoustic nuisance ever (iii) halt any communication to EDF ENR of information gathered via since its operations started up in 2006, obliging them to move the 3929 hotline and (iv) no longer to make available to EDF ENR home. Accordingly, they are demanding the shutdown of the two information in EDF’s possession as a result of its activities as a turbines and compensation for the losses they have suffered. provider of electricity services at regulated tariffs. The EDF group complied with these orders. The investigation of the merits of the Dispute arising from the acquisition of Ribo – In 2008, EDF Energies claim is continuing. Following the examination of the facts of the Nouvelles Réparties acquired Ribo from its founder and principal case (which is due to last for between 12 and 18 months), should shareholder Mr Ribo. The acquisition agreement provided for an the French Competition Authority were to conclude that anti-trust earn-out payment to be made to Mr Ribo based on subsequent practices occurred, it may decide to apply a fi nancial penalty in use of the patents concomitantly sold by Mr Ribo. On 15 November accordance with the provisions of article 464–2 of the French 2010, Mr Ribo initiated proceedings against Ribo and EDF Energies Commercial Code. Any penalties are proportionate to the gravity of Nouvelles Réparties in the Paris Regional Court alleging that the allegations, the extent of the loss caused to the economy and Ribo had breached its obligation to use these patents and that the position of the enterprise, up to a maximum potential fi gure of EDF Energies Nouvelles Réparties had breached its obligations to 10% of global sales before VAT. develop patents jointly with Ribo. The Group does not believe that there is any basis for these claims. Hearings are expected to take Challenge by Euro Power Technology – In France, Euro Power place over the next few months. Technology (EPT) brought a complaint during June 2008 in the French competition court, which has since become the French Competition Complaint initiated by Solaire Direct – In France, Solaire Direct, one Authority, together with a request for protective measures, alleging of the Group’s rivals, fi led a complaint in May 2008 with the French that Verdesis and Verdesis France, subsidiaries of EDF Energies competition court, since renamed the French Competition Authority, Nouvelles, and EDF had engaged in anti-competitive practices in together with a request for protective measures, alleging that EDF, the biogas market, which led to EPT being ousted from this market. EDF Energies Nouvelles and EDF Energies Nouvelles Réparties In a ruling issued on 16 April 2010, the French Competition Authority (a 50-50 joint venture between EDF and EDF Energies Nouvelles, dismissed all of EPT’s claims. Following the appeal lodged by EPT, “EDF ENR”) had abused their dominant position in the production, the Paris appeal court confi rmed through two decisions on 1 June distribution and supply of electricity by moving into the emerging and 2 December 2010 the position of the Competition Authority. EPT market for an integrated range of services for the production of ledged an appeal on 28 December 2010. photovoltaic electricity. Solaire Direct notably claims that EDF is attempting to restrict access to the upstream market for the supply At the date of this registration document, aside from the of panels in order to lock up the downstream market for integrated aforementioned disputes and proceedings, to the best of the photovoltaic offerings. Company’s knowledge, there are no other government, judicial or arbitration proceedings, including any threat of such proceedings, On 8 April 2009, the Autorité de la concurrence (French Competition likely to have or have had during the past 12 months a material Authority), ordered the EDF group to (i) remove from all impact on the Company’s and or Group’s fi nancial position or communication materials for EDF’s Bleu Ciel brand any reference to profi tability.

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 2010.

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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 divided into 77,568,416 and paid-up. ordinary shares, each with a par value of €1.60.

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 L.225-197-1 et seq. of the French Commercial Code, as well as to carry out any hedging transactions for such grants, under At the Annual General Meeting on 25 May 2010, shareholders the conditions set forth by the market authorities and at times authorised the Board of Directors for a period of 18 months to buy considered appropriate by the Board of Directors or persons to the Company’s shares in accordance with Article L.225-209 et seq. of whom it has delegated its powers; the French Commercial Code, regulation 2273/2003 of the European Commission of 22 December 2003 and market practices accepted ➤ to remit the Company’s shares upon the exercise of rights by the Autorité des Marchés Financiers, up to a maximum limit of attached to securities which, whether by reimbursement, 10% of the share capital based on the share capital at the time of conversion, exchange, presentation of a certifi cate or any other the purchase transaction. This authorisation may be delegated in method, result in the grant of these shares, in accordance with accordance with the provisions of law. This threshold is reduced the applicable regulations, as well as to carry out any hedging to 5% of the share capital in the case discussed in paragraph (iv) transactions for such grants, under the conditions set forth by below. market authorities and at times considered appropriate by the Board of Directors and persons to whom it has delegated its Share repurchases may be made in compliance with applicable laws authority; and regulations and changes in positive law, particularly in order: ➤ to hold the Company’s shares and to remit them as payment ➤ to ensure liquidity and to stimulate trading in the Company’s or consideration in connection with merger or acquisition shares through the intervention of an independent fi nancial transactions, in accordance with market practices approved by the services intermediary acting under a liquidity agreement in Autorité des Marchés Financiers. The maximum number of shares accordance with the compliance rules recognised by the Autorité repurchased by the Company for the purpose of holding these des Marchés Financiers; shares for subsequent remittance as payment or consideration in ➤ to grant the Company’s shares to its employees, notably in connection with a merger, spin-off or contribution may not exceed connection with (i) a profi t sharing plan, (ii) any share purchase 5% of its share capital; option plans established pursuant to Article L.225-177 et seq. ➤ to cancel the Company’s shares in connection with a reduction in of the French Commercial Code, or (iii) any savings plan in share capital; and compliance with Article L.443-1 et seq. of the French Labour Code or any bonus share allotment in accordance with Article

220 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Additional information 21 General information about the Company’s share capital

➤ to implement any market practice approved by the Autorité approved by competent market authorities, to the extent that these des Marchés Financiers and, more generally, to carry out any methods do not result in higher share price volatility. Additionally, transaction complying with the law currently in force. the shares may be loaned in accordance with Article L.432-6 et seq. of the French Monetary and Financial Code. The acquisition, sale, transfer or exchange of these shares may be carried out by any method, in particular through trading in the The maximum purchase price per share may not exceed €70. market or private transactions, including a public offering or block The maximum amount that the Company may allocate to the trade (which could involve all shares in the repurchase programme) repurchase programme for its shares may not exceed €150 million. under the conditions set forth by market authorities and at times considered appropriate by the Board of Directors and persons to whom it has delegated its powers. These methods include the use of any derivative instrument traded on a regulated market or in private transactions and the use of options under the conditions

(B) Shares held in treasury At 31 December 2010, the Company and its subsidiaries held 194,035 of its own shares, representing 0.25% of the Company’s capital. The Ordinary General Meeting of the shareholders on 26 May 2010 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 115,564 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 78,471 Cancellation of shares acquired None TOTAL 194,035

No shares were reallocated for other purposes or objectives. During 2010, the Company repurchased 1,117,710 shares at an average price of €32.25 and sold 1,086,801 shares at an average Repurchase of treasury shares under the liquidity price of €32.30 under a liquidity agreement. agreement Trading costs incurred during 2010 came to €35,000. On 6 February 2007, the Company entrusted Natexis Bleichroeder, a Natixis subsidiary, with execution of a liquidity agreement in line Repurchases of shares to cover the bonus share with the compliance charter prepared by the Asssociation Française allotment plans des Entreprises d’Investissement (French association of investment During November 2009, the Company entrusted an investment companies), as approved by the Autorité des Marchés Financiers services provider with acquiring shares, pursuant to a share on 22 March 2005. This agreement was entered into for an repurchase programme, to cover the bonus share allotment plans automatically renewable period of one year. A total of €7,000,000 given the go-ahead on 12 November 2009. To this end, 73,064 was allocated to the liquidity account for the performance of this shares with a par value of €1.6 were acquired at an average price agreement. of €36.29, representing a total amount of €2,651,431.56. All the At 31 December 2010, the liquidity account held 115,564 EDF Energies shares were allocated to covering these plans. Nouvelles shares and an available amount of €3,084,807.19.

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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:

Nominal value of maximum Delegation of powers/Authorisations Period of validity authorised issue

Capital decrease via cancellation of shares held in treasury 26 months (from 26 May 2010) 10% of the share capital of the Company on the date of cancellation Capital increase with preferential subscription rights, via an issue 26 months (from 26 May 2010) €62,500,000 (1) of shares or securities giving an immediate or future interest in the (€800,000,000 for debt securities) Company’s equity or debt securities Capital increase with no preferential subscription rights but with a 26 months (from 26 May 2010) €40,000,000 (1) priority subscription period, via an issue of shares or securities giving (€800,000,000 for debt securities) an immediate or future interest in the Company’s equity or debt securities through a public offer Authorisation given to the Board in the event of an issue without 26 months (from 26 May 2010) Not to exceed 10% of the share capital per preferential subscription rights to set the issue price under the terms 12-month period and conditions set by the General Meeting Increase in issuance with or without preferential subscription rights in 26 months (from 26 May 2010) Not to exceed 15% of the initial issue case of over-allotment Capital increase through capitalisation of reserves, profi ts, issue, 26 months (from 26 May 2010) €12,500,000 (1) merger or contribution premiums, or any other amounts that may be capitalised Capital increase reserved for members of a corporate savings plan in 26 months (from 26 May 2010) €3,750,000 (1) accordance with the provisions of the French Commercial Code and Article L.3332-18 et seq. of the French Labour Code Authorisation to use delegations of power for capital increases and n.a. n.a. decreases during a public offer for the Company’s securities Increase in capital reserved for employees as part of the allotment of 38 months (from 26 May 2010) 1% of the share capital at the time of grant bonus shares 71,550 bonus shares allotted on 10 Nov. 2010 (plan no. 6) 27,977 bonus shares allotted on 10 Nov. 2010 (plan no. 7)

(1) This maximum nominal amount is to be deducted from the aggregate maximum amount of €100,000,000.

The Annual General Meeting of the shareholders on 26 May 2010 With regard to the authorisation of the increase in capital reserved set the cap on capital increases at €100,000,000. No increase in the for employees in connection with the allotment of bonus shares on capital has been carried out since. 30 May 2007, which expired in 2010, 64,300 bonus shares under plan no. 4 of 12 November 2009 and 16,822 bonus shares under plan no. 5 of 12 November 2009 continue to vest.

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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 11 October 2010. 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 Capital increase (exercise of the 28 Nov. 2006 greenshoe option) 88,395,763.20 48,072,288 1,820,920 1.6 57,068,272 91,309,235.20 Capital increase (reserved 28 Nov. 2006 for EDEV) 91,309,235.20 126,679,449.60 4,798,464 1.6 61,866,736 98,986,777.60 Capital increase (reserved 14 Dec. 2006 for PEG employees) 98,986,777.60 1,964,279 93,216 1.6 61,959,952 99,135,923.20 Capital increase (reserved 14 Dec. 2006 for non-PEG employees) 99,135,923.20 2,502,244.8 94,782 1.6 62,054,734 99,287,574.40 Capital increase 30 Sept. 2008 with preferential sub. rights 99,287,574.40 474,718,699.80 15,513,683 1.6 77,568,417 124,109,467.20 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, 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 as 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 2010 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 vote 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 failing which the appointment is null and void, from among of Association) its members and determines his compensation in accordance with The Board of Directors possesses its authority and exercises its applicable law. duties in accordance with Article L.225-35 of the French Commercial The Chairman is appointed for a term not exceeding his term as a Code, the Internal charter adopted by the Board of Directors and the director, subject to the right of the Board of Directors to remove him Company’s Articles of Association. from offi ce at any time. The Chairman may be reappointed. The Board of Directors sets a strategic course for the Company’s The Chairman of the Board of Directors organises and manages business activities and oversees its implementation. With the the Board’s business, and reports on these activities to the general exception of the powers expressly granted to general meetings of meeting of the shareholders. The Chairman monitors the operation the shareholders and within the scope of the Company’s corporate of the Company’s management bodies and verifi es, in particular, purpose, the Board of Directors acts on all issues affecting the that the directors are able to carry out their duties. smooth operation of the Company and deliberates on these matters.

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Non-voting directors However, the Board of Directors decided to require that certain (excerpt from Article 14 of the Company’s Articles decisions made by the Chief Executive Offi cer be submitted for its of Association) prior approval, including: The Board of Directors may appoint one or more non-voting directors, (a) whenever their amount exceeds a threshold of €50,000,000: up to a maximum of two. These non-voting directors may be natural ➤ investment decisions; persons or legal entities selected from among the shareholders or external parties. The duration of the term of offi ce of the non-voting ➤ the signature of contracts, other than those related to an directors stands at two years, unless they resign or are relieved of investment approved by the Board, involving obligations of this their duties by the Board. The arrangements for the role of the non- amount, including the value of any underlying assets; voting directors, including any compensation, are decided by the ➤ borrowings through a single loan equal to or exceeding this Board of Directors. Non-voting directors are eligible for re-election. threshold or less than this amount if several loans are involved They are convened to meetings of the Board of Directors and take and their annual total exceeds this threshold, except for loans part in its deliberations, but only in an advisory capacity. that have been previously approved as part of one or more At the date of this registration document, no non-voting director investment projects and those complying with the overall limit had been appointed to advise the Company’s Board of Directors. authorised by the Board of Directors (corporate credit line);

➤ any investment or commitments, including guarantees, pledges, (B) Executive management (excerpt from liens, mortgages or other sureties, whether or not in an amount Article 18 of the Company’s Articles exceeding this amount on an individual basis, if their total of Association) annual amount exceeds this threshold, including the value of any underlying assets; Form of operation (b) whenever their unit amount exceeds a threshold of €25,000,000:

In accordance with Article L.225-51-1 of the French Commercial ➤ divestment decisions, including the value of any underlying Code, the functions of the executive management of the Company assets; are assumed either by the Chairman of the Board of Directors or by (c) below the thresholds stated in paragraphs (a) and (b), the Chief another physical person appointed by the Board of Directors who is Executive Offi cer may take the aforementioned decisions with given the title of Chief Executive Offi cer. the prior authorisation of the Board provided that (i) they relate The choice between these two forms of executive management is to transactions in the Company’s normal business segments made by the Board of Directors. The decision on this issue by the (onshore wind, solar, photovoltaic and biomass) and in countries Board of Directors must be approved by a majority of the directors belonging to the European Union and in North America, and (ii) present or represented. The decision of the Board of Directors is between €2,000,000 and the aforementioned thresholds of communicated to the shareholders and third parties under the €50,000,000 or (for divestments) €25,000,000, the Company’s conditions provided for under applicable regulations. Commitments Committee has issued an unanimously positive Any change in the form of executive management does not result in opinion. Should one or other of these conditions not be satisfi ed, amendment of the Company’s Articles of Association. the relevant decision(s) will require the prior authorisation of the Board of Directors; Depending on the form of executive management selected by the Board of Directors, the Chairman of the Board of Directors or (d) the following transactions or decisions will also be submitted for the Chief Executive Offi cer assumes responsibility for executive the prior approval of the Board of Directors: management of the Company. ➤ the adoption of the annual budget and spending commitments The Chief Executive Offi cer is appointed by the Board of Directors, exceeding the amounts described above; which sets the length of his term, his compensation and, if ➤ any involvement in business activities not provided for in the applicable, the limitations on his powers. Company’s business plan; The Chief Executive Offi cer may not validly exercise his duties if he ➤ is more than 70 years of age. However, a Chief Executive Offi cer who investment as a partner in a company or other entity, whether a reaches such age limit may remain in offi ce until the next meeting legal person or not, the partners of which are liable in whole or in of the Board of Directors. part for its debts; The Board of Directors may remove the Chief Executive Offi cer from ➤ approval of investments whose profi tability would be less than offi ce at any time. If he is removed without cause, and unless the that required by the following criteria applicable within the EDF Chairman of the Board serves as Chief Executive Offi cer, the removal group: (i) the net present value/investment ratio must exceed may lead to the payment of damages and interest. 10% and (ii) there must be an accretive impact on net income within three years;

Powers of the Chief Executive Offi cer ➤ the acquisition or disposal of any assets from or to an entity The Chief Executive Offi cer possesses the broadest powers to act owned directly or indirectly by the EDF group; in the name of the Company. He exercises his authority within the ➤ the designation of members of the Company’s Commitments scope of the Company’s corporate purpose, subject to the powers Committee. expressly reserved for the general meetings of the shareholders or to the Board of Directors by applicable law.

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The Chief Executive Offi cer represents the Company in its dealings Business), Christophe Geffray as Chief Operating Offi cer (Industry) with third parties. The Company is liable for obligations that the Chief and Olivier Paquier as Chief Operating Offi cer (Distributed Energies). Executive Offi cer enters into on its behalf even if such obligation is not provided for in its corporate purpose, unless the Company is able to prove that the third party was aware that the obligation (D) Internal charter of the Board of Directors at issue exceeded this purpose or could not have been unaware At its meeting on 18 July 2006, the Company’s Board of Directors thereof under the circumstances. However, mere publication of the adopted an internal charter, which was amended on 25 April 2007, Company’s Articles of Association is not suffi cient proof. 19 March 2009 and 2 July 2009, that, in addition to applicable laws, At the date of this registration document, David Corchia is the Chief regulations and provisions of the Company’s Articles of Association, Executive Offi cer of the Company. defi nes its composition, organisation and procedures. This internal charter specifi es the organisation and procedures, (C) Chief Operating Offi cers powers and duties of the Board of Directors, as well as the committees that it has instituted (see section 16.3, “Board- On the recommendation of the Chief Executive Offi cer, whether this level Committees” of this registration document). It also defi nes offi ce is held by the Chairman of the Board of Directors or another the manner in which the operation of the Board is assessed and person, the Board of Directors may appoint one or more physical evaluated. persons to act as Chief Operating Offi cers to assist the Chief Executive Offi cer with his duties. Assessment and evaluation of the operating procedures There may be a maximum of fi ve Chief Operating Offi cers. of the Board of Directors In conjunction with the Chief Executive Offi cer, the Board of The Board of Directors must ensure that at least two independent Directors determines the extent and term of the Chief Operating members sit on the board. Offi cers’ appointments and sets their compensation. An independent director does not maintain, directly or indirectly, any The Chief Operating Offi cers possess the same authority to type of relations with the Company, the Group or its management, represent the Company as the Chief Executive Offi cer in relations that might affect or compromise his freedom of judgment or that with third parties. is of a type liable to place him in a confl ict of interest with the Company, the Group or its management. A Chief Operating Offi cer may not validly exercise his duties if he is more than 70 years of age. However, a Chief Operating Offi cer who Directors must verify that no person may exercise unchecked, reaches such age limit may remain in offi ce until the next meeting discretionary authority over the Company and that the technical of the Board of Directors. committees instituted by the Board of Directors operate appropriately. Were the Chief Executive Offi cer to resign or to be unable to perform his duties, absent determination to the contrary by the Board The Board of Directors also regularly evaluates its own operation, of Directors, the Chief Operating Offi cers retain their duties and with this evaluation being delegated by the Chairman of the assignments until the appointment of a new Chief Executive Offi cer. Board to independent directors. An evaluation was conducted for 2010. The results, which were reviewed by the Board of Directors On the recommendation of the Chief Executive Offi cer, the Board of on 8 February 2011, refl ected a satisfactory level in terms of the Directors may remove a Chief Operating Offi cer from offi ce at any operation of the Board of Directors and its Committees (see time. If he is removed without cause, the removal may lead to the section 1.1.3 of the Chairman’s report on internal control included in payment of damages and interest. Appendix 1 of this registration document). At the fi ling date of this registration document, Yvon André was acting as the Company’s Chief Operating Offi cer (France and New

21.2.3 APPROPRIATION OF INCOME (ARTICLE 22 OF THE COMPANY’S ARTICLES OF ASSOCIATION)

For each fi nancial year, the Company is required to allocate at fund or any other reserve account pursuant to applicable law and least 5% of its net income, less any losses from prior years, to its regulations. “legal reserve” fund. Funds must be allocated until the amount in At the Annual General Meeting, shareholders may be granted an the legal reserve fund is equal to 10% of the aggregate issued and option to receive all or part of these dividends in cash or shares in outstanding share capital of the Company or resume if it falls below accordance with applicable law. This option may also be granted in this level. the case of interim dividends. Income available for distribution consists of net income in each If income available for distribution is recorded in the accounts fi scal year, as increased or reduced by any income or loss carried approved by the general meeting, the general meeting may decide forward from prior years, less any contributions to the legal reserve

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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 combined capital and reserves that may not be distributed pursuant The general meeting may also decide to declare a dividend from to applicable laws and the Company’s Articles of Association. reserve accounts over which it has control, in accordance with applicable law. In this case, the decision specifi cally states the reserve accounts from which these amounts are taken.

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 ➤ submitting 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,in each case as permitted by method of electronic communication. 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.

228 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 22 Signifi cant contracts

Turbine supplies

To secure its turbine supplies for the construction of wind farms REpower, 499 MW from General Electric Wind and 408 MW from around the world, the Group has entered into supply contracts with Vestas). leading turbine manufacturers. These orders will cover all the Group’s forecast turbine requirements At 31 December 2010, delivery commitments given by suppliers in Europe in 2011 and almost all those projected in 2012. covered turbines with capacity totalling 2,289 MW (1,252 MW from

Supply of photovoltaic panels

As in the wind energy segment, the Group is actively pursuing a During 2009, the Group entered into an agreement with First strategy of securing its supply chain of photovoltaic panels for the Solar concerning the construction of the largest solar panel construction of photovoltaic power plants for its own account and manufacturing plant in France, with 100 MWp in initial annual for third parties in Europe and in North America. capacity. Given the current uncertainties surrounding the regulatory framework in France, the start-up of construction of the plant has At 31 December 2010, delivery commitments were received from been provisionally suspended (see section 6.5.2.1 (b) of this suppliers of photovoltaic panels representing 481 MWp in total registration document capacity (including 317 MWp in capacity from First Solar, with the remainder chiefl y provided by Suntech, Yingli Green Power, Photowaft and Unisolar), including some under option.

Supply of inverters

During May 2010, the Group signed an agreement with German inverter manufacturer SMA Solar Technology. This framework agreement covers the supply of most of the inverters required for the Group’s photovoltaic power plants for 2010 and 2011.

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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 power plants generating electricity from renewable energies (see with EDF Energy, a wholly-owned subsidiary of EDF, to set up EDF section 6.5.1.1(d) of this registration document). Energy Renewables, which aims to develop, build and/or operate

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. This agreement is currently being renegotiated (see section 11.1 of this registration document).

EDF fi nancing agreements

The Company has signed four credit lines with the EDF group representing a total amount of €1,790 million, including two new credit lines arranged in 2010 in a total amount of €1,150 million.

230 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Information from third parties, 23 expert declarations and interested party declarations

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 Tour B article 221–1 of the AMF’s General Regulation are accessible for 100, Esplanade du Général de Gaulle — 92932 Paris - La Défense Cedex download on the Company’s web site at the following address: - FRANCE www.edf-energies-nouvelles.com, and a copy may be obtained Tel.: +33 (0)1 40 90 23 00 at the Company’s registered offi ce: 100, Esplanade du Général de Gaulle — 92933 Paris la Défense Cedex.

232 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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.

2010 Registration document • EDF Energies Nouvelles 233 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Glossary

Biofuel: fuel derived from a renewable material or plant matter Carbon dioxide (CO2): a naturally-occurring gas, which is a product (colza, maize, cereals, sugar cane, etc.). of biomass and fossil fuel combustion, as well as changes in land allocation and other industrial processes. Biodiesel: fuel obtained from vegetable or animal oil transformed using a chemical process called transesterifi cation. Biodiesel can DSSA: Development and Sale of Structured Asset business be used on its own in engines or may be blended with petrodiesel. conducted by the Group, which primarily consists in developing and building renewable energies projects for third parties. Bioethanol: ethanol of agricultural origin obtained through fermentation of sugars from plant raw materials (sugar beet, cereal Alternative energy: energy generated from non-fossil fuels. crops, potatoes, Jerusalem artichoke, wood) or “waste” (whey, Wind energy: energy generated via a wind turbine device or a wind waste paper, etc.). It may be used either on its own or may be mill. This type of energy is a renewable energy. blended directly with petrol, but oil companies use it to produce ethyl tertio butyl ether (ETBE), which is blended with petroleum to Fossil energy: fossil energy is the chemical energy contained in make a biofuel. fossil fuels. Over the course of geological history, less than 1% of organic matter (biomass) has been buried in the ground or settled Biogas: Gas produced from the fermentation of animal- or as sediment at the bottom of lakes and oceans. This matter then plant- based organic materials in the absence of oxygen. Biogas turned into kerogen and then into fossil fuels, such as petroleum, derives solely from methane. Biogas is thus a renewable form of the natural gas or coal. very widely used fossil fuel natural gas, which basically contains methane, plus butane, propane and other ingredients. Hydro energy: hydro energy is generated through the movement or accumulation of an incompressible fl uid, such as fresh water or Biomass: non-fossil organic material from biological sources. These sea water. This movement produces mechanical force, which is used materials include directly usable plant matter and the residues of directly or converted into electricity. previously used biomass (agricultural waste, domestic waste, animal residue and forestry waste). Primary energy: energy present in natural resources, such as coal, raw petroleum, sunlight, uranium, which has not undergone a Generating capacity: the capacity of a power plant to generate a conversion or transformation by human beings. specifi c quantity of electricity at a specifi c time and for a specifi c duration, measured in kilowatts or megawatts (MW). Renewable energies: generated by the sun, wind, terrestrial heat, waterfalls, water currents or growth of plants and recycling of waste, Installed capacity: generating capacity installed at a generating the use of such energy results in little to no waste or pollutants. facility or a set of facilities. This type of energy is generated from permanent renewable sources. Solar collector: a device that absorbs solar radiation, converts it Renewable energies are categorised as “fl ow” energy rather than to thermal energy and passes it to a heat transfer fl uid (air, water). “stock” energy, the latter consisting of the limited deposits of fossil fuels, such as petroleum, coal, gas and uranium. Photovoltaic cell: a device that directly converts solar radiation into electrical power. The cells are arranged in panels, which are Solar energy: solar energy is traditionally sub-divided into contained in solar panels. photovoltaic energy and passive solar energy. Photovoltaic energy is the generation of electricity from sunlight, in particular with solar Power plant: facility where electricity is generated. panels, whereas passive solar energy is the direct use of sunlight Thermal plant: power plant that burns fuels, such as coal, petroleum for heating. or natural gas in order to generate electricity. Passive solar energy: the oldest use of solar energy is to benefi t Cogeneration: technique for the combined generation of heat and from the direct presence of solar radiation, known as passive solar electricity. The advantage of cogeneration is that the heat generated energy. In order for a structure to best take advantage of sunlight, by combustion may be recovered and utilised, whereas this heat is the building’s architectural design should provide for the presence lost in the conventional generation of electricity. of solar energy (double-skin facades, south-facing orientation, Fossil fuels: carbon-based fuels derived from carbon fossil deposits, glass panel surfaces, etc.). Thermal isolation plays an important including coal, petroleum and natural gas. role in the optimisation of the proportion of passive solar energy used in the heating and lighting of a building. Sustainable development: development that satisfi es current needs without compromising the ability of future generations to satisfy their own needs.

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Thermal energy: thermal energy is electricity generated from heat. Inverter: an inverter is a power electronics device used to convert Thermal power plants burn fossil fuels such as coal, natural gas or a direct current source of electrical energy into alternating current. petroleum and generate electricity through steam. Wind farm: group of windmills generating electricity. One farm can Useful energy: the energy that is actually available for use by include anything from around ten to hundreds of wind turbines. the consumer after fi nal conversion by its electrical devices Photovoltaic: a photovoltaic cell is an electronic device which, when (for example, heat, mechanical energy or light). exposed to light (photons), generates electrical tension (voltage) Onshore wind energy: wind energy capacity installed on land as (this effect is called the photovoltaic effect). opposed to on the sea or offshore. P50: annual production volume with a 50% probability of occurrence. Ethanol: an alcohol obtained notably through chemical synthesis In other terms, the probability of achieving annual production after gasifi cation of products containing carbon, including wood. greater than or less than P50 is 50:50. The P50 generation volume is estimated on the basis of average wind, determined from long- Sea turbine: a sea turbine is installed under water and uses the term historical data. kinetic energy of sea currents, in the same manner as a wind turbine uses the kinetic energy of the air. Repowering: reinstallation of an existing wind farm, through the replacement of old devices with highly effi cient new devices. Kilowatt hour (kWh): a unit measuring energy and work, which corresponds to 1,000 watts per hour. A kilowatt hour corresponds to Renewable energy source: every source of energy, other than the energy consumption of a 1,000 W electrical device in operation fossil fuels and nuclear fi ssion, the use of which does not restrict for one hour. Its multiples are also used: MWh (megawatt hour) or its future consumption. According to the defi nition adopted by the TWh (terawatt hour). 1 MWh = 1,000 kWh and 1 TWh = 1 billion kWh. European Parliament in 2001, this type of energy consists of wind, solar, geothermic, wave, water current energy and hydro, as well ISO 14001: an international norm defi ned in 1996 by the International as energy generated from biomass, landfi ll gas, gas from water Organization of Standardization. Classifi ed in the same category as treatment facilities and biogas. ISO 9001 (quality), this norm offers an Environmental Management System (EMS) to entities, which may be certifi ed upon satisfaction Thermal solar generation: solar thermal uses the heat of the sun’s of specifi c requirements. radiation. It can be used in a variety of ways, including solar heat pumps, solar water heaters, solar space heating and cooling, solar Energy control: all means implemented to use energy resources cookers and solar dryers. most effi ciently. This term refers to all energy savings, rational use of energy and alternative energy substitutions. Terrawatt hour (TWh): a unit measuring energy and work, which corresponds to 1 billion kilowatt hours (kWh). Megawatt (MW): megawatt is a unit of measurement for power. It traditionally expresses the energy generation capacity of a Turbine: rotating motor that converts the kinetic energy of moving generator (1 megawatt (MW) = 1 million de watts). air into mechanical energy or electricity. Peak MW (MWp): peak watts is a measurement of the strength of a photovoltaic panel. On average, a peak watt corresponds to the strength of a monocrystalline cell with a surface of one square decimeter with dimensions of 100 mm x 100 mm. Peak power represents the power generated by the panel at its maximum strength, with solar irradiation of 1,000 W/m2 and cell temperature of 25°C.

2010 Registration document • EDF Energies Nouvelles 235 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 1 2010 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 laws and the regulations (see 2.3.3); this report includes for 2010 information concerning corporate ➤ application of the instructions and guidelines set by Executive governance (composition, preparation and organisation of work Management (see 2.1.1); by the Board of Directors, duties and operation of the Board of Directors’ committees) and internal control and risk management ➤ the smooth operation of the Company’s internal business procedures implemented by EDF Energies Nouvelles SA, including processes, notably those contributing to protecting its assets those applied by signifi cant subsidiaries over which it has control. (see 2.3.1);

The fi rst chapter covers how the work performed by the Board ➤ the reliability of fi nancial reporting (see 2.3.2). of Directors is prepared and organised, as well as the make up of the Board, and the following chapters address internal The Company ensures that the general internal control principles control procedures following the key stages in the international outlined in the AMF’s reference framework revised in 2010 are COSO (COmmittee of Sponsoring Organisations of the Treadway actually taken into account in its internal control programme. Commission) framework, which defi nes internal control as a This document includes a summary of the dynamics of change process applied by the Board of Directors, executive management, in internal control within the EDF Energies Nouvelles group managers and other personnel, to provide reasonable assurance of: (the 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 from among the candidates proposed by the EDF group: Following the Company’s IPO and under the terms of the shareholders’ agreement entered into on 11 October 2010 (replacing – EDEV represented by Olivier Petros,

that initially agreed on 17 July 2006) between the EDF group and the – Thomas Piquemal, Mouratoglou group, the Board of Directors comprises nine directors representing the shareholders: – Jean-Louis Mathias,

– Stéphane Tortajada;

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➤ three appointed from among the candidates proposed by the ➤ approval of the sale or construction of assets whose value Mouratoglou group: exceeds €25,000,000, with the exception of turn-key facilities;

– Pâris Mouratoglou, Chairman of the Board, ➤ authorisation of any investment in countries outside the European Union and North America; – Société Internationale d’Investissements Financiers represented by Catherine Mouratoglou, ➤ decisions to propose any amendment to the Company’s Articles of Association relating to dividend distribution rules to shareholders – Jean Thomazeau; at an extraordinary general meeting; ➤ two independent directors (1): ➤ approval of the acquisition or sale of all assets to be carried out – Elie Cohen – Research director at the CNRS, Professor at the Institut with an entity owned directly or indirectly by the EDF group. d’Études Politiques, Member of the Prime Minister’s Economic At the Annual General Meeting of 27 May 2011, shareholders will be Analysis Board – appointment proposed by the EDF group, asked to vote on changes to Article 15 of the Articles of Association – Pierre Richard – former Chairman of the board of directors of aimed at extending to the whole of North America the investment Dexia SA, Expert advisor to the board of directors of the European decisions that need to be authorised by the Board with a simple Investment Bank - appointed on the recommendation of the majority vote, in line with the Internal charter of the Board amended Mouratoglou group. in October 2010. During 2010, the directors representing the EDF group were The Chairman of the Board of Directors does not have a casting vote. modifi ed. On 15 April 2010, Thomas Piquemal was coopted as The Internal charter of the Board of Directors notably aims to lay a director to replace EDF. On the same day, Daniel Camus was down, in accordance with the legal and regulatory framework and coopted to replace Jean-Louis Mathias. He then resigned on the Articles of Association, the organisation and operation of the 16 December 2010. Jean-Louis Mathias then resumed his duties as a Board of Directors and its Committees, as well as the rights and director at the Board meeting of 14 January 2011 and also became a obligations of directors. (2) member of the Strategy Committee. On 11 May 2010, Olivier Petros was designated as a new permanent representative of EDEV to replace Pierre Lederer. Lastly, following the resignation of Corine Role of the Chairman of the Board of Directors Fau in August 2010, Stéphane Tortajada was coopted at the Board and Executive management of Directors’ meeting on 15 September 2010 as a new director. The Board of Directors is chaired by Pâris Mouratoglou, who The Board of Directors is the primary body making decisions and organises and directs the Board’s work and reports to the Annual exercising control. The Board of Directors sets a strategic course for General Meeting. The Chairman of the Board monitors the operation the Company’s business activities and oversees its implementation. of the Company’s management bodies and ensures, in particular, It met on average once per month and through its deliberations that the directors are able to carry out their duties. it determined the Company’s strategic, economic, fi nancial and Since 2006, the duties of Chairman of the Board and of Chief technological priorities. Executive Offi cer have been split. David Corchia is the Chief The Board of Directors possesses the broadest powers to act in all Executive Offi cer and is assisted by Yvon André acting as the circumstances in the name of the Company and exercises its duties Company’s Chief Operating Offi cer (France), Christophe Geffray in accordance with Article L.225-35 of the French Commercial Code, as Chief Operating Offi cer (Industry), Olivier Paquier as Chief the Internal charter adopted by the Board of Directors and the Operating Offi cer (Distributed Energies), Laurence Juin as Deputy Company’s Articles of Association. Chief Executive Offi cer (Southern and Eastern Europe) and Philippe Crouzat as Chief Financial Offi cer. The Board’s decisions are made in accordance with the majority and quorum requirements laid down in law. The following decisions, At its meeting on 22 September 2009, the Board of Directors chaired however, require approval by more than two-thirds of the directors by its Chairman renewed the term of offi ce of the Chief Executive present or represented: Offi cer and that of the Chief Operating Offi cers for a further period of three years, i.e. until 31 December 2012. ➤ approval of the general expenses and development cost budget (cash development costs and corporate overheads), if the budget At the Annual General Meeting on 26 May 2010, shareholders is 15% above the previous year’s budget; renewed the term in offi ce of Pâris Mouratoglou as a director of the Company for a term expiring at the Annual General Meeting ➤ approval of investments the profi tability of which would be less due to approve the fi nancial statements for the year ended than that required by the following criteria applicable within the 31 December 2015. At its meeting on 11 October 2010, the Board of Group of which the Company is a member; Directors renewed his duties as Chairman of the Board of Directors for a term expiring no later than at the end of his term of offi ce as a director.

(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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Assessment and evaluation of the operating To satisfy this request, the Board spent the lion’s share of one procedures of the Board of Directors meeting in May 2010 on a debate concerning the Group’s strategy and is set to repeat this experiment on a regular basis. The Board of Directors met 13 times during 2010. The average With the same goal in mind, directors stated the desire to devote turnout rate for directors at board meetings stood at 82%. The most of their discussions to the strategic challenges and plans with attendance rate at meetings of the committees was 98%. unusual characteristics (business segment, country, size of the In accordance with Article 19 of the Internal charter, the Board investment) compared with normal operations. of Directors holds a discussion once each year on its operating Since February 2010, typical projects (primarily investment procedures. The Board of Directors evaluates its own procedures, decisions) have been dealt with more rapidly without any with this evaluation being delegated by the Chairman of the Board special discussion, unless they involve unusual countries/sizes/ to independent directors. technologies or unless the directors specifi cally request otherwise. The evaluation for the 2010 fi nancial year was conducted based on a In addition, the Board of Directors approved the independent questionnaire submitted to directors concerning the principles and director status of Élie Cohen and Pierre Richard at its meeting of arrangements for the operation of the Board of Directors. 8 February 2011, as it does annually, based on the report drafted The results reviewed by the Board of Directors on 8 February 2011 by the Nominations and Remuneration Committee and taking into refl ected a satisfactory level in terms of the operation of the Board account the criteria of the Internal charter, in accordance with the of Directors and its Committees. AFEP-MEDEF’s corporate governance code. The assessment conducted in 2009 revealed a desire among directors to devote more time to the Group’s strategic challenges.

1.2 DUTIES AND OPERATING PROCEDURES OF THE BOARD’S COMMITTEES

The Board of Directors is now assisted by three technical committees: ➤ the Group’s fi nancial and cash position;

➤ an Audit and Risk Committee; ➤ the risk mapping survey;

➤ a Nominations and Remuneration Committee; ➤ the Chairman’s 2009 report;

➤ a Strategy Committee. ➤ a summary of the internal audit results;

The duties of each of these three technical committees appear in ➤ the Group’s internal audit programme for 2010-2011; the Internal charter of the Board and are presented in Chapter 16 of the Company’s Registration document. ➤ and the Statutory Auditors’ fees and their independence. The Board of Directors offi cially designated the Audit and Risk Committee as the Committee referred to in Article L.823-2-19 of the Role of the Audit and Risk Committee French Commercial Code and also designated the member of the In 2010, the Audit and Risk Committee comprised Elie Cohen, Committee with particular fi nancial or accounting expertise and Chairman and independent director, Jean Thomazeau and qualifying as an independent director as defi ned in the Company’s Thomas Piquemal, EDF’s permanent representative. Internal charter. On 15 April 2010, the Board appointed Thomas Piquemal as a new member of the Audit and Risk Committee to replace Nominations and Remuneration Committee Jean- Charles Samy, EDF SA’s permanent representative, in this role. The Nominations and Remuneration Committee comprises Pierre The primary role of the Audit and Risk Committee is to help the Richard, Chairman and independent director, Olivier Petros, EDEV’s Board of Directors ensure that the Company’s individual fi nancial permanent representative (who replaced Pierre Lederer from statements and the Group’s consolidated fi nancial statements May 2010) and Pâris Mouratoglou. provide a true and fair view, and to safeguard the quality of the internal control framework (including the effectiveness of internal The principal remit of the Nominations and Remuneration control and risk management systems) and information reported to Committee is to prepare for the decisions by the Board of Directors shareholders and the market. on the compensation and benefi ts in all their various forms to be paid to offi cers and directors of the Company (Chief Executive During the 2010 fi nancial year, the Audit and Risk Committee met Offi cer, Chief Operating Offi cers, directors, Chairman of the Board) four times, notably in order to examine: and to review candidatures for all positions as offi cers and directors ➤ the individual and consolidated fi nancial statements for the 2009 and to present recommendations to the Board. fi nancial year;

➤ the interim fi nancial report (30 June 2010);

➤ the 2011 budget and the Company’s medium-term business plan;

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During 2010, the Committee met six times and primarily considered Strategy Committee the following matters: The Strategy Committee has fi ve members, namely Elie Cohen, ➤ the remuneration paid to offi cers and directors; its Chairman and independent director, Olivier Petros, EDEV’s ➤ the dismissal of a Chief Operating Offi cer; permanent representative (who replaced Pierre Lederer from May 2010), Daniel Camus (replacing Jean-Louis Mathias from April ➤ the candidatures and renewals proposed to the Board of to December), Pâris Mouratoglou and Jean Thomazeau. Directors; The Strategy Committee’s role is to assist the Board of Directors with ➤ the amount of the directors’ fees payable to directors; implementing the Group’s strategy and carrying out investments.

➤ implementation of loyalty reward systems for employees around During 2010, the Committee met twice and considered the following the world, notably including a bonus share allotment plan; principal matters:

➤ determination of the objectives for senior executives’ ➤ offshore wind energy; discretionary payments; ➤ EDF Energies Nouvelles Réparties – strategy; ➤ validation of proposed recruitments to key posts; ➤ preparation of the Board of Directors’ “EDF EN Strategy” on ➤ the annual review of directors’ independence. 25 May 2010;

➤ the thermal assets located in French overseas departments.

1.3 ORGANISATION AND OPERATION OF EXECUTIVE MANAGEMENT

Executive Committee Internal charter slightly at its meeting on 11 October 2010 chiefl y affecting Article 9.1 as shown below. In addition to the decisions by The Chief Executive Offi cer set up an Executive Committee the Board of Directors that need to be made with a vote in favour of comprising six members representing the Group’s various business more than two-thirds of the directors present or represented and and geographic segments. The Committee studies issues and as stated above in 1.1.1, Article 9.1 of the Internal charter indicates decisions concerning the Group’s strategy and investments. that the following decisions are subject to the prior authorisation At 31 December 2010, the Committee comprised: by the Board:

➤ David Corchia, Chief Executive Offi cer; (a) Whenever their amount exceeds a threshold of €50,000,000:

➤ Yvon André, Chief Operating Offi cer (France); – investment and divestment decisions (including the value of any underlying assets), ➤ Philippe Crouzat, Group Chief Financial Offi cer; – the signature of contracts, other than those related to an ➤ Christophe Geffray, Chief Operating Offi cer (Industry); investment approved by the Board, involving obligations of this ➤ Laurence Juin, Deputy Chief Executive Offi cer (Southern and amount, including the value of any underlying assets, Eastern Europe); – borrowings through a single loan equal to or exceeding this ➤ Olivier Paquier, Chief Operating Offi cer (Distributed Energies). 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 Restrictions placed on the authority of the Chief investment projects and those complying with the overall limit Executive Offi cer and Chief Operating Offi cers authorised by the Board of Directors (corporate credit line), Pursuant to Article L.225-56 of the French Commercial Code, – any investment or commitments, including guarantees, pledges, the Chief Executive Offi cer holds the broadest powers to act, in liens, mortgages or other sureties, whether or not in an amount all circumstances, on behalf of the Company. He exercises his exceeding this amount on an individual basis, if their total authority within the scope of the Company’s corporate purpose, annual amount exceeds this threshold, including the value of any subject to the powers expressly reserved for the general meetings underlying assets. of the shareholders or to the Board of Directors by applicable law. Below this threshold, the Chief Executive Offi cer may make the The Chief Operating Offi cers hold the same powers as the Chief aforementioned decisions without the prior authorisation of the Executive Offi cer vis-à-vis third parties. Board provided that the following two conditions are satisfi ed: (i) In accordance with the Articles of Association and the Internal they relate to budgeted transactions and to the Company’s normal charter, certain decisions require the prior authorisation of the Board sectors of activity (onshore, solar, photovoltaic and biomass) and of Directors. Following the signature of a new agreement between in countries belonging to the European Union or located in North the two principal shareholders, the Board of Directors altered its America, and (ii) between €5,000,000 and the aforementioned threshold of €50,000,000, the Company’s Commitments Committee

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has reached a unanimous opinion in their favour backed up by a – any involvement in business activities not provided for in the written record of its decision co-signed by its members. Should one Company’s business plan, or other of these conditions not be satisfi ed, the relevant decision(s) – investment as a partner in a company or other entity, whether a will require the prior authorisation of the Board of Directors. legal person or not, the partners of which are liable in whole or in (b) The following transactions or decisions will also be submitted part for its debts, for the prior approval of the Board of Directors: – the designation of members of the Company’s Commitments – the adoption of the annual budget, medium-term plan and Committee. spending commitments exceeding the amounts described above, The composition of the Company’s Commitments Committee was altered in October 2010 and it now has the following four members: Pâris Mouratoglou, Jean Thomazeau, Olivier Petros and Stéphane Tortajada.

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 over three years for the Chief Executive Offi cer at its meeting on 22 September 2009, which will vest on a pro rata temporis basis The rules set by the Board of Directors, which do not override any subject to the attainment of fi nancial objectives that were set by restrictions set by the General Meeting of the shareholders, are as the Board for 2010, 2011 and 2012, upon the renewal of the Chief follows: Executive Offi cer’s term of offi ce. ➤ a fi xed annual allowance of €15,000; Note that senior executives do not qualify for any top-up

➤ an allowance varying according to the director’s attendance of pension plan. €2,000 per Board or Committee meeting; During 2010, the allotment of bonus shares to the Chief Executive Offi cer and the Chief Operating Offi cers was contingent on ➤ payment in January for the allowance in respect of attendance continued presence within the Group and for their entire amount on during the previous year and in June in respect of the fi xed performance criteria. These allotments were made concomitantly allowance. with an allotment plan covering all employees of the EDF EN group at This said, a cap of €40,000 was set for the total amount of fees a French company in which the Group owns an interest of over 50%. to be received in respect of each fi nancial year by each of the The allotments made during 2010 to the Chief Executive Offi cer and independent directors. This cap was raised to €50,000 for 2011. the Chief Operating Offi cers represent around 15% of all the bonus shares allotted. Senior executives’ compensation and benefi ts In addition, the Board of Directors decided that for use of the authorisation granted at the Annual General Meeting on The fi xed and discretionary portions, as well as the benefi ts in kind 26 May 2010 in its 25th resolution, the bonus shares allotted to received by the Chairman of the Board, the Chief Executive Offi cer offi cers and directors may not exceed 40% of the total allocation and the Chief Operating Offi cers are determined by the Board based and may not represent an amount (as per IFRSs) in excess of 40% on a proposal submitted by the Nominations and Remuneration of the total compensation and benefi ts payable to each individual Committee. offi cer or director. The Chairman of the Board of Directors does not receive any discretionary payments. For the 2010 fi nancial year to be paid in 2011, the Board of Directors Corporate governance code decided to base the discretionary payments for other offi cers on The AFEP-MEDEF code, as amended in 2008, is the corporate attainment of the EDF Energies Nouvelles group’s fi nancial and governance code to which the EDF Energies Nouvelles group refers, operating performance objectives (in terms of energy generation subject to the specifi c provisions of the shareholders’ agreement capacity) at 31 December 2010. between the EDF group and the Mouratoglou group (see the AMF For the 2011 fi nancial year and the discretionary payments to be decision no. 210C1118 of 29 October 2010 summarising the key paid in 2012, the Board of Directors will set its revised criteria at the provisions of this agreement). The code, as amended, is available beginning of 2011. on the MEDEF’s web site (www.medef.fr). In addition, after consulting with the Nominations and Remuneration Committee, the Board of Directors set a long-term incentive bonus

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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. another shareholder or any other individual or legal entity of their For holders of bearer shares, the authorised intermediaries keeping choosing, or by voting by correspondence. the bearer share accounts must directly certify their customers’ To participate in the general meeting, shareholders have to prove status as shareholders with the central organiser of the general their status by means of the accounting record of the shares in their meeting by producing a participation attestation that they attach name or in the name of the intermediary duly registered on their to the unique distance (or proxy) voting form or to the request behalf by midnight Paris time on the third day preceding the general for an admission card on the shareholder’s behalf prepared in the meeting (hereinafter D-3), in the registered share accounts, or in shareholder’s name or on behalf of the shareholder represented by the bearer share accounts kept by their authorised intermediaries. 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 2010 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 8 February 2011.

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 2010, with a spotlight on key measures implemented put the emphasis on the control procedures for activities or risks during 2010.

2.1 CONTROL ENVIRONMENT

Internal control policy other factors, it restates the principles and objectives of internal control, particular with respect to risk management. As part of Continuous improvement in internal control, i.e. keeping a tight grip its drive to make progress, the Group also aims to make constant on operations, is a responsibility of the managers. It is a permanent improvements to its internal control framework, notably through goal that must be shared and pursued by each member of staff. more extensive deployment across its subsidiaries. Since 2003, the fi nancial security law (LSF) has required the Chairman of the Board of Directors of all publicly traded companies (i) Internal control principles and objectives to report annually on the internal control procedures implemented Internal control comprises all the measures implemented within by the Company. In addition, the law of 3 July 2008 and the Order the Group to provide its offi cers and each of its managers with of 8 December 2008 transposing the Fourth and Seventh European reasonable assurance that risks are kept under control, its directives have introduced additional requirements. operations are effective and its resources are used effi ciently. Against this backdrop, the Group’s internal control framework, In particular, it targets: which was overhauled in December 2008, was circulated to the internal control correspondents (in and outside France). Among ➤ compliance with the law and regulations;

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➤ application of the instructions and guidelines set by Executive Information and communication Management; Relevant information must be identifi ed, gathered and passed on ➤ proper operation of the Group’s internal business processes, in a form and within a timescale enabling all staff to monitor and notably those contributing to protecting its assets; control the operations for which they are responsible.

➤ reliability of fi nancial reporting. Information systems must in particular have the requisite protection to safeguard the reliability of operational, fi nancial and regulatory Internal control is an integral part of all business activities. It is data. implemented at every level with a view to achieving continuous improvement and is overseen by managers. In accordance with the Monitoring delegation principles, it is deployed at all the Group’s units. Each Internal control systems need to be monitored at all times, and management tier is responsible for internal control and reports on their performance should be assessed from time to time to achieve it to its own direct superiors. continuous improvement. System failings should be brought to Control efforts are constantly adjusted to risk factors and priorities. management’s attention. The most serious defi ciencies should be reported to the Group’s senior executives. (ii) Five components of internal control (iii) The Group’s internal control system In accordance with the COSO (COmmittee of Sponsoring Organisations of the Treadway Commission) framework, internal The internal control system of the EDF Energies Nouvelles group control comprises fi ve interdependent factors: was defi ned, documented and implemented in July 2006. It mirrors the key stages of the COSO framework and takes into account the Control environment general internal control principles outlined in the AMF’s reference The control environment is the foundation for all other components framework published in January 2007 and revised in 2010. of internal control, setting the tone for operating style and control The Group’s internal control system is placed under the control within the Group. It is notably characterised by the Group’s values, of the Board of Directors and the Audit and Risk Committee and delegation of powers and performance enhancement systems. under the authority of the Chief Executive Offi cer. At the companies in France, it draws on the business line and functional managers Risk assessment and at the signifi cant controlled subsidiaries outside France on This consists in identifying and analysing internal and external local correspondents. The latter are responsible for implementing risks likely to affect achievement of the Group’s objectives and then policies, norms and procedures defi ned by the Group’s executive determining how, depending on the priorities to which they refer, management. these risks can be managed. In line with the AMF’s recommendations stating that “In the case of Control activities a group, the parent company ensures that internal control systems These are policies and procedures that help ensure management exist within its subsidiaries”, the Chief Executive Offi cer of the directives are carried out. They help ensure that necessary actions EDF EN group reinforced the deployment of the internal control are taken to address risks to achievement of the entity’s objectives. system by documenting the obligations of subsidiary managers in terms of internal control in an assignment letter (December 2008).

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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 COMMITTEE CORPORATE INTERNAL CONTROL LEVEL 4

France North America Italy Portugal Greece Spain Germany United Bulgaria Belgium Turkey LEVEL 3 United States – Mexico – Canada LEVEL 3 LEVEL 3 LEVEL 3 LEVEL 3 LEVEL 3 Kingdom LEVEL 3 LEVEL 3 LEVEL 3 LEVEL 3 LEVEL 3

EDF Energies EDF EN EDF EN EEN Hellas SIIF Energies EnXco EDF EN SIIF Energies Verdesis EEN EGE EnXco Inc. Nouvelles Italia Portugal Iberica GmbH Renewables Bulgarie Holding SA EDF EN France EE VM EDF EN Fotosolar EDF EN Greece Développement EDF EN Services EDF ENR Mexico Canada COLSUN

INTERNAL CONTROL – BUSINESS LINE MANAGERS – FINANCE AND SUPPORT FUNCTIONS LEVEL 2

FUNCTIONS FINANCE BUSINESS LINES

³ Human resources ³ Investment-tracking ³ Wind energy and solar photovoltaic ³ Information systems ³ Financial control development ³ Internal audit ³ Consolidation ³ New business development ³ Commercial purchasing ³ Accounting ³ Roof-array photovoltaic development ³ Logistics ³ Tax affairs ³ Project construction ³ Communications ³ Treasury & corporate ³ Design and engineering office ³ Environment financing ³ Technical support ³ Health and safety ³ Investor relations ³ Operations & Maintenance ³ Quality ³ Structured finance ³ Asset management ³ Development and Sale of Structured Assets

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 ➤ diversity and multi-culturalism. Energies Nouvelles has conducted since 2007 a self-assessment of control systems implemented, as well as a description of the action The Ethics and Compliance charter was translated and circulated to plans specifi c to each business line, function or area of expertise. all the 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 The Group has committed to continuing its approach and ensures overall self-assessment. that newly acquired and controlled companies adhere to and apply the principles of the Ethics and Compliance charter.

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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 ➤ an integrated compensation and benefi ts policy; no breaches, in 2009 and 2010 by an approved independent ➤ a review of the Group’s key functions; organisation (AFNOR) in respect of its development, construction, asset management and operations & maintenance 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, ➤ an environmental analysis encompassing the Group’s business employee profi t-sharing, etc.). activities, the regulations applicable to them, and the environmental impact that may have; Its business activities, its international presence, its entrepreneurial values and its image make EDF Energies Nouvelles an attractive ➤ an environmental policy that features a commitment to player in the renewable energies sector and hold particular appeal continuous improvement and prevention of pollution, as well as for graduates. compliance with applicable environmental laws, regulations and other undertakings that the Group has made; and

➤ the organisational structure, planning activities, responsibilities, Organisation and monitoring of information practices, procedures and resources required to identify, systems implement, carry out, review and maintain the Group’s The information systems department reports to the Chief Financial environmental policy. Offi cer (CFO), who is a member of the Executive Committee. This environmental management system is an integral part of the To support the Group’s expansion and to meet the development Group’s adherence to the principles of sustainable development objectives for information systems, the Chief Executive Offi cer and the protection of biodiversity. decided to strengthen the function within the Group by setting up In order for the Group to maintain its ISO 14001 certifi cation, regular an Information Systems department. verifi cation (on an annual basis) that the system complies with the In 2010, the Group Information Systems Director progressively standard and renewal audits (every three years) by an independent reorganised the Information Systems department and had the master body are required. plan approved by the Executive Management. The department’s principal tasks are to defi ne the Group’s operational strategy in terms of information systems, oversee major IT projects conducted Delegation of powers and segregation of duties by external service providers, ensure that information systems Policies concerning the delegation of powers setting the various meet the Group’s needs while protecting its security as effectively levels of approval per type of commitment have been introduced as possible, and adapt the information systems on an ongoing basis at the Group’s principal companies. They are updated annually to the Group’s expansion. according to organisation changes. The major projects in 2010 included the fi nalisation of the full Deployment and adaptation of the delegation procedures for business continuity plan, as well as the analysis and design of a commitment powers continued at subsidiaries joining the scope of fi nancial ERP suite for France (excluding EDF Energies Nouvelles consolidation during 2010. Réparties and its subsidiaries). Certain procedures were validated by the board of directors of the Group’s principal operational subsidiaries. Functional participants in internal control These procedures related to compliance with the principle of the monitoring segregation of duties with respect to incompatible activities. (i) Steering bodies Human resources management policy Executive management In parallel to its rapid development and the signifi cant expansion Executive management is the Group’s principal steering body, in its workforce, the Group has gradually strengthened its human including in relation to internal control and risk management. resources management with an emphasis on employee recruitment, It determines the major priorities and ensures that internal control retention, mobility and safety. principles, standards and norms are implemented. In France, the Group has set up an Economic and Social Organisation structure in France and international Unit (comprising EDF Energies Nouvelles, EDF EN France, markets EDF EN Développement, EDF EN Services and EDF EN Outre Mer) EDF Energies Nouvelles is an international Group with a presence in with a view to involving employee representative bodies in the Europe and North America. challenges and issues facing the Group that affect its employees. The boards of the country holding companies are organised so as to include the Executive Committee member in charge of the geographic area and the Group’s 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 of investor relations, Corporate communication and EDF’s fi nance Group’s executive management is represented on the local boards department); by the country fi nancial managers and CFOs. ➤ draft and update all the management control procedures. The boards implement the Group’s internal control policy more effectively because they comprise directors actively involved and Consolidation function representing the Group in all its various business, management and Its principal duties are to: fi nancial aspects. ➤ produce a Group consolidation reference guide and to ensure The principal international subsidiaries are profi t centres and that it is applied properly; are organised to operate independently, with their own fi nance department and business lines (development, construction, etc.). ➤ review contracts from a consolidation perspective to anticipate any potential accounting-related issues; The country fi nancial managers are responsible for the preparation and monthly submission of management reporting to the parent ➤ draw up consolidation procedures and application notes for the company. They also keep it informed on a monthly basis of the Group; operational performance of the Group’s power plants, any potential ➤ supervise and validate the production of the Group’s consolidated risks and how these are recognised in the local fi nancial statements. fi nancial statements on time; Functionally, they report to the fi nance and control department, ➤ ensure the accuracy of fi nancial reporting; which is involved in setting their objectives and in determining their bonuses and pay increases. ➤ guarantee proper application of the international accounting standards. To this end, the Group has an accounting policy (ii) Finance & Control department function to analyse all contractual arrangements and defi ne the relevant accounting treatment. The Finance & Control department encompasses the following functions: Investment-tracking function ➤ control Group: encompassing business analytics (reporting, Its principal duties are to: budgeting and medium-term planning), statutory consolidation, ➤ control and assess investment commitments, including in investment tracking functions and the French fi nance function particular, a review of investment fi les for the Group, sensitivity (accounting, accounting revision and management control); analysis, verifi cation of the Group’s fi nancial indicators and ➤ Corporate treasury & fi nancing; analysis of its business model;

➤ Structured fi nance; ➤ control and determine the profi tability of the investments committed and projects including, in particular, a comparison of ➤ Group tax affairs; projected and actual fi gures, updating of business plans and the ➤ Investor relations; incorporation of the fi nancing terms secured and feedback.

➤ Information systems. French fi nance function Control Group function The French fi nance function is overseen by the Control Group. It handles management control for the region, the preparation of the The Control Group is organised to meet the requirements individual fi nancial statements for all the French subsidiaries and incumbent on the Group as a listed company. It is an integral part investment tracking in France. of the EDF group’s management cycle, which requires submission of accounting and fi nancial reporting data on a monthly, quarterly, Its principal duties are to: semi-annual and annual basis. ➤ produce budgeting and reporting;

Group Business Analytics function ➤ monitor general corporate overhead and project development/ Its principal duties are to: construction costs;

➤ monitor the forecasting processes of the Group’s management ➤ produce and control the individual fi nancial statements of the cycle (budget and medium-term business plan); various companies in France within the allotted timeframe;

➤ assist operational management with the performance monitoring ➤ handle part of the accounting restatement of the fi nancial by tracking budget execution (undergoing two annual updates) statements of companies in France; and operational results; ➤ prepare declarations to the French tax authorities prior to their ➤ contribute to the preparation of the objectives given to the verifi cation by the Group tax affairs department. fi nancial markets, produce and validate the information about the production capacity in service and under construction, as well Group Treasury and Corporate Financing function as about the portfolio of projects under development; Its principal duties are to provide the Group’s liquidity at all times and to oversee the raising of funds to fi nance its expansion as cost- ➤ based on the results of consolidated management, prepare and effi ciently as possible. This function handles banking relationships, circulate reporting for internal use (Executive Committee, Head

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deals with issues arising at international level concerning centralised responsibility (validation of budgets and reporting). It provides the cash management (cash pooling, placement of surpluses tied up interface with EDF Energies Nouvelles’ Finance and Control Group. in project companies) and implements (primarily interest rate and The Chief Financial Offi cer of EDF ENR reports to EDF EN’s Finance foreign exchange) risk hedges. It helps to optimise project fi nancing and Control Group. and verifi es its consistency. (iii) Corporate Legal Affairs department Structured Finance department The Corporate legal affairs department safeguards the legal This department oversees the arrangement on the best possible security of the activities of Group companies by analysing their terms of the Group’s project fi nancing in France (no or limited commitments and the advice provided to the executive management recourse fi nancing), as well as monitoring the project fi nancing and operational teams. portfolio during the service life of projects. Depending on the precise area, it conducts or commissions a Mergers & Acquisitions department regulatory watch enabling it to ensure that all the legislation and This department oversees the fi nancial aspects of mergers and regulations in force and applicable to the Group from a corporate acquisitions. and business perspective are taken into account and upheld. Group Tax Affairs function The business line teams are aware of the regulatory environments 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 declared for tax purposes. Its work helps to enhance the process of To this end, lawyers are contacted by the business line teams preparing the fi nancial statements and the quality of the production and actively participate in the drafting, review and correction of of fi nancial results. documents binding the Group (contracts, applications made to the public authorities, fi ling of building permits, ZDEs, etc.). It advises the Group’s executive management, its project leaders and country fi nance departments to safeguard the security and The Corporate legal department also handles the follow-up of the tax-effi cient nature of national and international transactions by all various disputes to which the Group’s Companies are exposed, as subsidiaries. well as implementation and effective management of insurance programmes. Its role is to carry out regular fi nancial reporting to EDF and to participate twice each year in bilateral meetings to facilitate tax It handles the archiving of the original documents binding the reporting. Company. It is also responsible for validating legal structures from a tax It houses the principal skills required by the Group’s activities standpoint, organising the tax function and implementing a set (business law, public law, corporate law, insurance law, etc.). of tax procedures within the sub-group comprising EDF Energies enXco, the US subsidiary, has its own legal department, which Nouvelles subsidiaries and EDF Energies Nouvelles Réparties reports functionally to the corporate legal department for the subsidiaries. handling of corporate issues. It is involved in supporting entities set up as part of the Group’s normal business activities, with the backing of external advisors, where (iv) Environment and quality offi cer function appropriate. If necessary, the function drafts and systematically Created as part of the Group’s commitment to environmental validates the tax analysis presented in the fi les submitted by the protection and the renewal of its ISO 14001 certifi cation for the Group to EDEV’s and EDF’s Commitment Committees. onshore wind energy activities in mainland France and Corsica. Lastly, the Group tax affairs function is responsible for monitoring As part of his environment-related duties, the environment and the various controls and handling tax disputes arising in and quality offi cer leads the ISO 14001 programme for the French outside France. 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 for France. EDF Energies Nouvelles Réparties was consolidated for the fi rst time in 2008. During 2009, this new company and its subsidiaries were gradually integrated with the Group’s various control processes. Internal audit and external controls This drive to introduce more structure was continued during 2010 in order to enhance control over operations. (i) Internal audit More specifi cally, EDF Energies Nouvelles’ Finance and Control As part of its emphasis on corporate governance and in connection Group provides support directly to EDF ENR’s subsidiaries with the regulatory changes affecting internal control and notably in order to facilitate the production of fi nancial reporting for efforts to monitor the effi cacy of the internal control framework, the consolidation purposes and to safeguard the consistency of the Group set up an internal audit function in late 2009 overseen by the tax policies adopted based on the Group’s standards. Note that Director of Internal Audit and Internal Control. EDF ENR’s fi nance department handles accounting supervision and management control for the subsidiaries within its scope of

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Drawing on methods and tools compliant with general accepted been appointed for France, the United States, the United Kingdom, auditing standards, the primary remit of the Group’s internal Portugal, Greece, Spain and Italy. Local statutory auditors have audit department is to control the effi cacy, relevance and proper been appointed for other countries. implementation of measures to manage risks, in line with the audit The Statutory Auditors issue a report on this document. programme validated by Executive Management and approved by the Audit and Risk Committee, covering both cross-functional (iii) EDF group issues and the Group’s subsidiaries. From time to time, it verifi es the suitability of the internal control frameworks in place at the Group, As a subsidiary of the EDF group, EDF Energies Nouvelles is as well as the authenticity of the self-assessments conducted in inspected by the EDF group’s audit function. respect of the principal risk factors. As part of its internal audit programme, EDF’s Audit department The internal audit objective is to provide senior executives with conducted an audit during the fi rst half of 2010 of the EDF EN “reasonable assurance” concerning the degree of control of group’s internal control framework. This audit, the results of operations and principal risk factors. which were presented to EDF Energies Nouvelles’ Audit and Risk Committee, revealed that EDF Energies Nouvelles’ internal control (ii) Statutory Auditors framework is well suited to its principal risk factors and challenges. Areas of improvement were proposed and implemented under an Alain Martin et Associés and KPMG Audit are the Company’s action plan. Statutory Auditors. In addition, these two audit fi rms have also

2.2 RISK MANAGEMENT AND CONTROL POLICY

To control the risks deriving from operations and those linked to Action plans are updated and validated by Executive Management. attainment of the Group’s objectives and changes in the Group, The risk mapping describing the organisation and the results of EDF Energies Nouvelles has introduced a risk management system the EDF Energies Nouvelles group’s risk management policy is including risk mapping. The principal risk factors are identifi ed and presented to the Audit and Risk Committee once each year. action plans drawn up to control them. They are assessed on the basis of their likely impact, their probability of occurrence and their Furthermore, at operating level, each fi le passing before the level of control. Commitments Committee includes detailed risk analysis (industrial, suppliers, environment, connection, output, regulatory, legal, For each of the risks identifi ed, the Chief Executive Offi cer fi nancial, etc.), thereby helping to secure the investment process. designates managers responsible for implementing remedial measures. They work jointly with the Director of Internal Audit The new entities are gradually integrated into the Group’s internal and Internal Control to update the risk mapping assignment on a control and risk management system. semi- annual basis.

2.3 THE GROUP’S 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 energy sources is signifi cantly (including operations & maintenance services). dependent on national and international policies in support of EDF Energies Nouvelles continues to pursue a multi-segment development in these areas. In particular, the European Union, the expansion through steady and carefully paced development principal member countries of the European Union and the United in onshore wind, fast-track development in ground-based and States, the Group’s leading markets, have for several years been building-integrated solar energy, now a priority avenue of expansion, pursuing a policy of active support for renewable energies. and selective projects and acquisitions of shareholdings in future The Group endeavours to mitigate the impact of regulatory changes growth drivers; and, secondly, international expansion through a by making sure that its development is suffi ciently diversifi ed from stronger presence in North America, with projects in Canada and a geographical perspective, by pursuing a multi-segment strategy a foray into Mexico, as well as continued development in Europe, and by communicating with and lobbying the relevant authorities. with moves to strengthen positions in countries where it has been present for some time and a foray into the Turkish market.

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Control of the risks of wind and solar energy projects not investments, are principally purchased from one of three suppliers, being accepted by the public which also provide long-term maintenance services for this Wind energy is currently the Group’s primary source of income. equipment. These supplies depend on the construction cycle of Certain persons, associations and groups of people oppose wind farms, which exceeds one calendar year in duration. wind energy projects, citing damage to the environment such The Group is pursuing its strategy of building long-term as degradation of the landscape and noise pollution. Protests by relationships with turbine manufacturers by signing multi-year a section of the local population against a wind energy project framework agreements. may make it harder to gain the building permit or lead to legal In the development of the solar energy activities, the Group’s proceedings triggering the cancellation of a permit or even the strategy is to diversify its portfolio of technologies and to balance its dismantling of wind farm. purchasing strategy (take-or-pay contracts, medium- to long- term In addition, even though various regulations already restrict the contracts, strategic partnerships). location of wind farms, opposition from the local population could As part of its activities in the biomass and biofuel segments, lead to the adoption of more restrictive regulations. the Group has taken steps to secure its future purchases of raw As far as solar photovoltaic projects are concerned, the Group has materials, while making sure that it reduces its production costs. not to date encountered any major diffi culties concerning public acceptance, but cannot guarantee that this situation will remain so Control of risks linked to the performance in the future. of production facilities Onshore wind energy and solar photovoltaic represent the two Pursuant to the legislation, the Group endeavours to reduce the principal engines of the Group’s growth. Production capacity has opposition from local populations through: increased signifi cantly. By year-end 2012, it is set to reach 4,200 MW ➤ the systematic implementation of environmental impact studies, net, including 500 MWp in the solar photovoltaic segment. comprising a full analysis of the existing constraints and a To prepare for the scheduled end of the initial Operations & Maintenance presentation of the arrangements proposed to integrate the contracts and to manage generating facilities effectively and secure projects as smoothly as possible, as well as the compensatory or their performance over the long term, the Group rolled out an supporting measures backing up projects; Operations & Maintenance department in Europe during late 2008 ➤ the organisation of public hearings in connection with the review based on the same model as in the United States. of applications for a building permit; The goals are principally to develop high quality standards to ➤ public meetings to inform nearby populations about future wind safeguard operating performance, acquire greater independence farm installations. vis-à-vis third parties and reduce operations & maintenance costs as far as possible. In addition, communication campaigns are run in France by the SER (renewable energies trade association) in France, the EWEA in Control of risks linked to service contracts Europe and the AWEA in the United States. and business providers The impact of the risk of projects not being accepted by the public is The internal control procedure for arranging contracts with service also limited by the diversifi cation of the Group’s wind farms around and business providers, which was implemented in 2006 to protect the world. the Group’s interests, led to the drafting of information sheets ensuring that the clauses and principles defi ned by the Group, (ii) Risk control activities linked notably under the ethics charter, are incorporated in these contracts. to the Group’s operations The sheets concerning the new contracts drafted by the Corporate legal department are regularly presented to the Audit and Risk Management of risk linked to dependence on suppliers and the availability of equipment and raw materials Committee. The Group is notably active in the construction and In addition, the control framework for the contractual process operation & maintenance of power plants generating electricity. implemented in 2007 and updated in 2010 enables the Corporate These business activities require delivery and assembly of numerous legal department and the Finance & Control department to validate items of technical equipment, such as turbines and masts for wind all new contracts prior to their actual signature. energy plants, that only a limited number of suppliers are able to Control of risks linked to insurance provide. The Group’s business activities are exposed to the risks inherent Owing to the highly capital-intensive nature of its business, the in the construction and operation of power plants, such as purchases made by the Group from suppliers of fi xed assets are breakdowns, manufacturing defects and natural disasters. The signifi cantly greater than those made from operating suppliers. Group is also exposed to environmental risk, in particular, at its Turbines, which comprise more than two-thirds of the Company’s thermal, cogeneration and biomass plants.

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The Group’s legal affairs department is responsible for defi ning its Control of risks arising from the retention insurance policy, which applies in each of the countries where the of key employees Group operates. In the event of the departure of one or more offi cers, local managers The application of this policy enables the Group to cover its or employees with great experience of the market in which the principal business-related risks. For example, it covers all the Group conducts its business activities, or if one or more of them Group’s electricity generation assets, both during the construction were to decide to reduce or end their involvement, the Group may phase and during their service life, in respect of third party liability, struggle to replace them. Its activities may then be hampered or its property and business interruption risks. These policies specifi cally fi nancial position, its results of operations or its ability to achieve cover natural risks and vandalism. its objectives may be adversely affected. For projects, the Group arranges specifi c property and business The Group strengthened its management team by recruiting several interruption cover according to the particular risks identifi ed, high-level executives who bring their proven experience in all areas except for photovoltaic projects already covered by a pan-European of Group administration and development. programme in place since 1 January 2009. The future success of the Group signifi cantly depends on the The identifi cation of risks takes into account the nature of the full involvement of its key executives. In addition, the Group’s project (wind farm, photovoltaic power plant, biomass plant, etc.), development also depends on its ability to retain and motivate its the characteristics of its location (e.g., in an area with diffi cult employees and to attract talented new staff. weather conditions) and the particular regulatory environment To retain employees and maintain the requisite skills for the Group’s in the country in which it will be located. For example, the Group development, a long-term incentive plan has been set up. negotiates specifi c clauses (sub-limits and deductibles) for seismic risks related to projects in regions subject to such risks. (iv) Control procedures for market risks For each of these companies, the Group arranges civil liability, property & casualty and multi-peril offi ce, multi-peril IT and vehicle Control of risks linked to exchange rates fl eet insurance. The Group conducts a signifi cant percentage of its business outside the euro zone and is thus exposed to the fi nancial risks potentially Insurance is arranged systematically with prime insurers. arising from exchange rate fl uctuations in certain currencies. During A complete audit of the insurance arranged by the Group was 2010, the US dollar, sterling, the Canadian dollar and the Mexican conducted during the fi rst half of 2009. Its conclusions were that peso accounted for the bulk of these risks. the cover arranged is satisfactory with regard to the risks identifi ed. The foreign exchange risk is present at several ways: Areas of improvement were pinpointed, notably in terms of third party liability insurance. Accordingly, the Group joined the EDF group’s Translation risk associated with the balance sheet liability insurance programme with effect from 1 July 2009. ➤ Since it has subsidiaries whose functional currency is not the euro (United States, United Kingdom, Mexico), the Group is (iii) Control procedures for risks linked to the Company exposed to foreign exchange risk on its balance sheet (impact on translation differences in shareholders’ equity). In the consolidated Control of risks linked to the Group’s image fi nancial statements, the net equity of a subsidiary in a foreign The Group’s continued success depends on its ability to maintain a currency is calculated at the closing exchange rate. Accordingly, reputation of reliability, integrity and independence. Although the currency translation differences may arise upon comparison of Group pays great attention to the quality of its services, it cannot the valuations of a company’s net equity at two balance sheet guarantee that it will successfully protect itself from the damage dates, but these had only a modest impact on shareholders’ to its reputation that a potential accident, confl ict of interest or equity at 31 December 2010 (increase of €25 million in translation dispute may cause and which would receive signifi cant media differences at 31 December 2010) and should be seen in the context coverage, especially if this event were to bring to light serious actual of the €1,606 million in shareholders’ equity at the same date. or alleged shortcomings by the Group in discharging its obligations. ➤ All the assets (power generating facilities), liabilities (related Image risk is thus considered as potentially having a considerable project fi nancing) and revenues linked to the operation of impact on the market and shareholders. It cannot be managed these facilities are denominated in the domestic currency of the independently of the other risks insofar as all risks may infl uence relevant country with the non-material exception of Turkey at an organisation’s reputation. Image risk is managed within the 31 December 2010. As a result, since the asset and corresponding Group via the governance bodies, the various policies introduced, fi nancing are denominated in the same currency, any distortion in application of the fundamental principles of its ethics and their valuations at the balance sheet date is avoided. compliance charter and, more generally, by all its internal control measures. ➤ 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 denominated in the same foreign currency. In 2009, the Group decided to put in place currency derivatives to cover this risk.

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Foreign exchange risk arising from equipment purchases At 31 December 2010, the percentage of gross corporate debt This arises from equipment purchases in a currency other than hedged (excluding bank overdrafts), i.e. €1,548 million, stood at the domestic currency used for accounting purposes. To date, 60% (against a rise in interest rates). The remaining balance is turbine purchases by the Group’s US, Mexican, UK and Canadian monitored closely and may be hedged, depending on the direction subsidiaries from European manufacturers and acquisitions of of the fi nancial markets. photovoltaic panels, are the principal items handled in this way. Global hedging The Group’s policy is to hedge this risk as soon as it is identifi ed Owing to its management of project fi nancing and its corporate lines, based on the relevant project’s budgeted exchange rate primarily 71% of the Group’s total borrowings (excluding bank overdrafts) by means of forward purchases and sales and plain vanilla options. carried a fi xed-rate of interest either directly or indirectly via various In the event of changes in payment terms (due dates) or in the instruments at 31 December 2010. amounts committed in foreign currencies, the hedging instruments used are adjusted accordingly. Control of risks linked to access to fi nancing and liquidity Risk associated with access to project fi nancing Control of interest-rate risk The Group’s growth model consists in developing power generating As part of its operations, the Group is exposed to interest-rate risk, facilities, which are fi nanced using no-recourse project fi nancing chiefl y in connection with project fi nancing and fi nancing for its and, where appropriate, bridge loans covering the construction normal business activities. period. Project fi nancing During 2010, as part of its project fi nancing negotiations, the Group The Group’s project fi nancing model, in particular for its wind and noted an improvement in fi nancing terms and conditions, without solar farms, is heavily reliant on debt fi nancing (principally project these reverting to those seen prior to the fi nancial crisis. The time fi nancing). Accordingly, a signifi cant increase in interest rates may taken to complete fi nancing applications stabilised, albeit at a have an adverse impact on the profi tability of the Group’s future relatively long level. projects. Almost all project fi nancing carries clauses requiring immediate To curb this risk, the Group has implemented an interest rate repayment notably in the event of a failure to meet a minimum hedging policy generally employing interest-rate swaps. From level of debt service coverage by the project company based on its an economic standpoint, the use of these swaps helps to convert revenues, which is measured by the so-called DSCR (debt service fl oating-rate into fi xed-rate borrowings and to protect against coverage ratio). The loan acceleration clause is usually triggered fl uctuations in interest payments. when the ratio stands at below 1x. In general, the arranging banks request a hedge covering 70- 100% For the DSSA business, the Group can confi rm that there has been of the amount fi nanced for 80-100% of its term. As a result, a trend over the past two years, particularly in the United States, generating facilities in service benefi t from long-term fi xed-rates. towards a reduction in payments on account and longer payment At 31 December 2010, 74% of the interest-rate risk on project times being requested by electricity utilities to enable them to fi nancing over the 2011-2028 period was hedged (excluding the arrange their own fi nancing. portion corresponding to the period of construction, as hedges are During the year, the Group arranged €860 million in project put in place only once an asset is commissioned). The average rate fi nancing. hedged stood at 3.93% (excluding the credit margin). All in all, the Group had €2,309 million in project fi nancing at Financing for normal business activities (corporate fi nancing) 31 December 2010, with an average maturity of 12.8 years. In connection with the fi nancing of its normal business activities, which includes fi nancing for: Liquidity risk arising from normal business activities ➤ Credit lines: In connection with its normal business activities, ➤ the working capital requirement for DSSA activities; the Group needs to fi nance certain items of expenditure listed ➤ payments on account and inventories of solar modules and wind in the Corporate fi nancing section above. To this end, it had a turbines for its new investments; and total of €2,543 million (excluding bank overdrafts) in corporate credit lines available to it at 31 December 2010, with maturity ➤ bridge loans through to arrangement of project fi nancing. dates ranging between 2011 and 2017. This amount includes The Group has confi rmed credit lines agreed at a fl oating rate. €1,790 million in fi nancing arranged with the EDF group. To curb the associated risk, the Group has entered into interest-rate The counterparties for all the bank credit lines are prime French swap and plain vanilla option agreements. Based on projected use and international institutions. The Group has centralised of the corporate lines, interest-rate risk is managed over a rolling the arrangement and use of these fi nance facilities and thus period of fi ve years subject to a maximum budgeted rate. management of the corresponding risks.

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Furthermore, the corporate fi nancing contains loan acceleration of the information they report and meet the deadlines set. They also clauses incorporating (i) various ratios, including an EBITDA/ net need to be able to provide the requisite commentaries to shed light fi nance costs ratio that must be maintained above 2x, (ii) a on the trends in fi nancial performance. maximum debt threshold, and (iii) the loss of control over the At the beginning of the year, the Control Group sends the country Group by the EDF group. managers and their CFO the Group’s management timetable. ➤ Cash surpluses: Where the legislation and project fi nancing Likewise, at the beginning of the budgeting process, a budget agreements so permit, the Group centralises the management preparation note is sent to each Chief Financial Offi cer explicitly of cash surpluses. It secures its fi nancial investments by explaining and describing the budgeting process, as well as the systematically opting for money-market and/or bond investments. principal assumptions to be used. These investments, with average maturities of less than 3 months, are made with prime counterparties. At 31 December 2010, the To begin with, the fi nancial projections (capex and fi nancial Group held €371 million in cash (excluding bank overdrafts). investment) set in April-May as part of the EDF Capex study are restated to each geographic area, which thus has the investment plan at its disposal (i.e. capital expenditure and fi nancial investment (v) Review and approval of commitments over the 2011-2013 period). This represents the key scenario shaping As a subsidiary of the EDF group, the EDF Energies Nouvelles the Group’s development over a three-year period. group’s investment projects are presented at various committees Each geographic area or business line proposes a three-year budget depending on the size of the project. and projections for revenues, EBITDA, development costs, general These projects are submitted for a vote by the Board of Directors of expenses and headcount. This data is then verifi ed and validated by the EDF Energies Nouvelles group. the Control Group. Prior to consolidation, the operational area managers submit their Internal control procedures concerning budget data to the Executive Committee ahead of the dedicated the reliability of fi nancial reporting Quarterly Business Review (end of September). Data validated or corrected by executive management is then (i) Financial statements of the EDF Energies Nouvelles passed to the geographic areas, which incorporate them in the group Group’s consolidation system. Once the management packages have been returned, the Control Group conducts further consistency The accounting standards used by the EDF Energies Nouvelles checks between the data entered in Magnitude and that validated group conform to the international rules (IAS, IFRS) approved by by executive management. the European Union. The accounting principles and methods are described in the Group’s consolidation reference guide and in the In addition, the consolidation department has implemented several Group’s management handbook. tools and procedures to meet the reporting deadlines for fi nancial statements, while guaranteeing the reliability of the consolidated (ii) Organisation of the Control Group accounting information. Specifi c transactions and accounting options undergo a prior review. The resulting technical memos are As a listed company, the Company is subject to special legal and discussed at an early stage with the Group’s Statutory Auditors. regulatory obligations. The Group is obliged to produce its fi nancial This entire process is described in the Group consolidation statements within the allotted timeframe. procedure handbook and the Group management cycle procedure Organisational changes have taken place against the backdrop handbook circulated in 2008 to country managers and fi nance of constant changes in scope: organic growth is running at a directors. high level, and acquisitions and disposals have been carried out. With a presence in Europe and North America, EDF Energies (iv) Financial statement control process Nouvelles fully consolidated 239 companies, proportionally consolidated 71 companies and accounted for 7 companies under the At the Control Group’s request, the country fi nancial managers equity method during 2010, representing a total of 317 companies. draft an analytical review to perform a self-assessment of the quality of the information reported. An in-depth quarterly review is The Control Group is also structured to be an integral part of carried out on the income statements in the Magnitude tool by the the EDF group’s management cycle, which requires submission consolidation department. of accounting and fi nancial reporting packages on a monthly, quarterly, semi-annual and annual basis. In addition, to prepare for the half-yearly period ends, meetings are held with the Chief Financial Offi cer of each area, during which the (iii) Process of preparing the consolidated critical points in terms of accounting and consolidation standards fi nancial statements are reviewed. For budget adjustments, country fi nancial managers control their A budget process has been put in place to guarantee the reliability updated forecasts and explain the variances before submitting of the packages returned by each geographic area. them to the head offi ce’s fi nance department. Each Chief Financial Offi cer receives an assignment letter stating A systematic quarterly review is also performed on the updated the objectives set by the Finance & Control department. With forecasts in the Edifi s information system by the Control Group. respect to management control, the CFOs have to ensure the quality

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(v) Validation and approval of the fi nancial statements The consolidation and management procedure handbooks will continue to be supplemented with memos on specifi c technical The annual fi nancial statements and related press releases are issues. submitted to the Audit and Risk Committee then approved by the Board of Directors. The annual fi nancial statements are approved at A manual of procedures for the individual fi nancial statements will the general meeting. be distributed in 2011. The interim fi nancial statements are submitted to the Audit and Risk The progressive implementation of consolidation sub-groups Committee and approved by the Board of Directors. by country will be continued in order to help optimise fi nancial reporting. The Finance & Control department constantly adjusts its organisation to monitor the Group’s development and continuously The deployment of SAP Finances will commence during the fi rst half adapts measures to strengthen processes used in the preparation of 2011. of the accounting and fi nancial information. This is driving a constant reduction in production times and quality improvements in the output. Internal control procedures related to compliance with the legislation and regulations in force (vi) Review of measures implemented in 2010 with a view to safeguarding the quality of the accounting (i) Compliance with the legislation and regulations and fi nancial information produced As a listed company, EDF Energies Nouvelles has to comply with the With regard to the production of fi nancial statements, the scope of regulations in force common to all companies, the guidelines set by consolidation continued to expand with the Group’s organic growth. the French fi nancial security law, the AMF reference framework and reporting obligations. From an organisational standpoint, several changes were made during 2010: The Corporate legal and internal control functions are tasked with implementing and verifying application of the procedures to ensure ➤ the Consolidation department was reorganised into three that all these regulations will be upheld. segments–fi nancial statement production, accounting principles and system administration–in order to streamline production In addition, the Corporate legal function sends a memorandum to of the fi nancial statements and to meet the account production each person affected by each specifi c transaction to inform them reporting times, while guaranteeing the reliability of information; of their obligations, where appropriate, as a “temporary insider”.

➤ reorganisation and strengthening of the fi nance department in A procedure covering “temporary insiders” was drafted by the France to meet the needs generated by business expansion in Corporate legal function. France; (ii) Control procedures related to contracts ➤ creation of an investment tracking function, which notably defi nes, harmonises and ensures compliance with the Group’s The systems introduced in July 2006 (special arrangements for investment criteria. service contracts and agreements with business providers) and in May 2007 and updated in 2010 (general arrangements for all In addition, the following measures were introduced: contractual processes) helped the Corporate legal function to ➤ SAP Finances was deployed in the United States (fi rst half perform its task of ensuring that the law and regulations are upheld. of 2010); (iii) Control procedures related ➤ preparations were made in France for the deployment of SAP to stock market regulations Finances in 2011. Following its IPO, EDF Energies Nouvelles implemented procedures (vii) Changes expected during 2011 to prevent violations of stock market legislation. The Board of Directors adopted a regulation at its meeting on The Finance & Control department will continue to provide advice 13 November 2006 that is intended to prevent any insider trading and support to the geographic areas by organising assignments within the Group. A list of permanent insiders was drawn up, and focusing on consolidation and fi nancial control. persons added to the list were notifi ed. 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 defi ne the principles for this approach, the fi nancial AMF’s fi nancial reporting requirements. communication and validation of fi nancial reporting policy was presented to the Audit and Risk Committee on 20 May 2008. This The information released to the market by the Director of Investor policy is consistent with the principles and rules in force and the Relations is thus documented, controlled and validated by the Chief recommendations issued by the stock market authorities in relation Executive Offi cer and the Chief Financial Offi cer and sent to the to the management of risks arising from the ownership, disclosure Board of Directors for its approval. and possible use of privileged information.

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To comply with these principles and rules and to ensure that they As a listed company, EDF Energies Nouvelles complies with the are upheld, the Group introduced a monitoring and control system AMF’s requirements and has adopted as far as possible its fi nancial for fi nancial reporting to validate fi nancial reporting and ensure its reporting recommendations. consistency. To target its communications as effectively as possible vis-à-vis its The information put online at the web site at shareholders, the Group conducts a detailed study of its shareholder www. edf- energies- nouvelles.com has generally been published or base each year. This survey is based on the Group’s registered issued as a press release. Accordingly, it has thus undergone the shareholder details and on a survey of shares with identifi able information validation cycle. holders, which can identify 99% of EDF EN shareholders.

2.5 GROUP INTERNAL CONTROL MONITORING ACTIVITIES

The internal control monitoring activities of the EDF Energies Nouvelles 3. coordination of the network of internal control correspondents group are discharged notably by means of: within the Group; 1. the formulation of an audit programme based notably on the 4. reporting on internal control and internal audit activities to mapping of the Group’s risks; executive management and the Audit and Risk Committee. 2. monitoring of the results of audits and implementation of the measures recommended by these audits;

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, 8 February 2011 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 2010. 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.

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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. 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). The Statutory Auditors

Paris La Défense and Paris, 8 February 2011

KPMG Audit Department of KPMG S.A. Alain Martin & Associés Catherine Porta Alain Martin Partner Partner

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The PR initials indicate that the relevant director or member of the executive bodies performs his/her duties as a permanent representative of a legal entity. ➤ PÂRIS MOURATOGLOU – CHAIRMAN OF THE BOARD OF DIRECTORS OF EDF ENERGIES NOUVELLES

GROUP COMPANIES FRANCE Appointments or duties

SARL ELECTRIQUE DE L’ATLANTIQUE Manager SARL ERE Manager SA EDF EN OUTRE MER Chairman of the Board of Directors SA TENESA Chairman and Chief Executive Offi cer SARL TREE Manager SA EDF Energies Nouvelles Réparties Director

International Group companies Appointments or duties Country SA Recursos Energeticos Board Secretary Spain enXco Inc. Director (Chairman) United States

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➤ DAVID CORCHIA – CHIEF EXECUTIVE OFFICER OF EDF ENERGIES NOUVELLES

GROUP COMPANIES FRANCE Appointments and duties

SA EDF EN France PR EDF Energies Nouvelles SA, Director SNC ELECTRIQUE DE BELLIGNAT PR Siifelec SAS, Manager SNC ELECTRIQUE DE MULHOUSE PR EDF Energies Nouvelles SA, Manager SNC EOLIENNE PETIT CANAL No. 2 PR EDF Energies Nouvelles SA, Manager SNC EOLIENNE PETIT CANAL No. 3 PR EDF Energies Nouvelles SA, Manager SNC EOLIENNE PETIT FRANÇOIS PR EDF Energies Nouvelles SA, Manager SNC EOLIENNE SAINTE ROSE PR EDF Energies Nouvelles SA, Manager NC HYDROELECTRIQUE DE COUZON PR EDF Energies Nouvelles SA, Manager SNC HYDROELECTRIQUE DU CANAL ST-LOUIS PR EDF Energies Nouvelles SA, Manager SNC HYDROELECTRIQUE DU CARBET AMONT PR EDF Energies Nouvelles SA, Manager SAS SIIFELEC PR EDF Energies Nouvelles SA, Chairman SA VIA NOVA PR Siifelec SAS, Director SA ENERGIES ASCO PR Siifelec SAS, Director SAS TAC MARTINIQUE PR EDF Energies Nouvelles SA, Chairman SA TENESA PR EDF Energies Nouvelles, Director SAS EDF EN Développement PR EDF Energies Nouvelles, Chairman SAS SIIF Energies Bulgarie PR 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 PR EDF EN France SA, Chairman SASU Parc Eolien des Barthes PR EDF EN France SA, Chairman SASU Surya Solaire PR EDF EN France SA, Chairman SASU Parc Eolien de la Fosse Crière PR EDF EN France SA, Chairman SAS Parc Eolien de Bassure de Baas Chairman SASU Parc Eolien de la Banche PR EDF EN France SA, Chairman SASU Parc Eolien de Pont d’Yeu PR EDF EN France SA, Chairman SAS Parc Eolien de Villesèque PR EDF EN France SA, Chairman SAS Parc Eolien de Fiennes PR EDF EN France SA, Manager SAS Parc Eolien de Luc sur Orbieu PR EDF EN France SA, Chairman SNC Parc Eolien de la Conque PR EDF EN France SA, Manager SAS Parc Eolien de Castanet le Haut PR EDF EN France SA, Chairman SNC Parc Eolien Des Polders Du Dain PR EDF EN France SA, Manager SNC Parc Eolien d’Oupia PR EDF EN France SA, Manager SNC Parc Eolien du Pays de la Côte de Jade PR EDF EN France SA, Manager SA Energies Asco Director & Chief Operating Offi cer SA Tenesa PR EDF EN France SA, Director SA Via Nova Director & Chief Operating Offi cer SAS Lou Paou PR EDF EN France SA, Chairman SA EDF EN Services Director SAS Ardèche Energies Nouvelles PR EDF EN France, Chairman SASU Solaire Participations PR EDF EN France, Chairman SASU EDF EN Développement PR EDF Energies Nouvelles, Chairman SASU SIIF Energies Bulgarie PR EDF EN, Chairman of SIIFELEC, Chairman SASU Aquisun PR EDF EN France, Chairman SASU Centrale Solaire de Linguizetta PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Narbonne PR EDF EN France, Chairman SACU Centrale Solaire de Peretto PR EDF EN France, Chairman SASU Centrale Solaire de la Désirade PR EDF EN France, Chairman SASU Centrale Solaire d’Acqua Di l’Asino PR EDF EN France, Chairman SASU Centrale Solaire de Romenay (formerly Vix Sottano) PR EDF EN France, Chairman SASU Parcs Eoliens de Neuvy et Villars PR EDF EN France, Chairman SASU Noréole PR EDF EN France, Chairman SASU Ecosolaire (formerly Biomasse Energie Artenay) PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Breuil sous Argeton (formerly Agrisol) PR EDF EN France, Chairman SASU Parc Eolien de la Vallée de l’Hérault (formerly Agrisol) PR EDF EN France, Chairman SASU Centrales Photovoltaïques Toitures n°1 (formerly Blavozy) PR EDF EN France, Chairman SASU Parc Eolien d’Allanche PR EDF EN France, Chairman SASU Parc Eolien de Blandy PR EDF EN France, Chairman SAS Parc Eolien de Cabreirens PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Parc Eolien de Cambouisset PR EDF EN France, Chairman SASU Parc Eolien de Fontfroide PR EDF EN France, Chairman SAS Parc Eolien de Grendelbruch PR EDF EN France, Chairman SASU Parc Eolien de Marcelcave PR EDF EN France, Chairman SASU Parc Eolien de Patrimonio PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Trois Domaines (formerly Parc Eolien de Planchevilliers) PR EDF EN France, Chairman SAS Parc Eolien de Puech Nègre PR EDF EN France, Chairman SASU Parc Eolien de Rochessauve Alissas PR EDF EN France, Chairman SAS Parc Eolien de Salles Curan PR EDF EN France, Chairman SASU Centrale Photovoltaïque Pierrefi tte 1 (formerly Parc Eolien de Vesly) PR EDF EN France, Chairman SAS Parc Eolien de Veulettes PR EDF EN France, Chairman SASU Parc Eolien Mas de Naï PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cazalis (formerly du Nord Perpignanais) PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Themis PR EDF EN France, Chairman SASU Centrales Photovoltaïques de Lugat (formerly du Sisteronnais) PR EDF EN France, Chairman SASU Centrales Photovoltaïques de Marsillargues PR EDF EN France, Chairman SASU Centrales Photovoltaïques du Gabardan PR EDF EN France, Chairman SASU Centrale Photovoltaïque de la Fito PR EDF EN France, Chairman SASU Centrale Photovoltaïque SFP EDF de Sainte-Tulle PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Blauvac PR EDF EN France, Chairman SASU Centrale Solaire de Curtina PR EDF EN France, Chairman SASU Centrale Solaire de Pantanaja PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Distriport Fos PR EDF EN France, Chairman SASU Centrale Solaire de Niellone PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Bouloc PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Maximin PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Boissières PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Daumazin sur Arize PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Signes PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Valensole PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Salins PR EDF EN France, Chairman SASU Parc Eolien des Portes de Champagne PR EDF EN France, Chairman SASU Solen Manager SASU Centrale Photovoltaïque d’Aramon PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Auzainvilliers 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Auzainvilliers 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Avon les Roches PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Beguey PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Berroute PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Calissanne PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Conches sur Ouche PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Conques sur Orbiel PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Aslonnes 2 (formerly Courlans) PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Centrale Photovoltaïque de Cournonsec PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Decize PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Estounac Bielh PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Fresnay l’Evêque PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Garons PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Goulien PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Pierrefi tte 2 (formerly Gros-Jacques) PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Bure (formerly la Llagonne) PR EDF EN France, Chairman SASU Centrale Photovoltaïque de la Lucate PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Labouheyre PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lagofun PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lassicourt 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lassicourt 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lesperon PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lieusaint PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Matheysin PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Vendéopôle 2 (formerly Melve) PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Meze PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Montendre-Chardes PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Montierchaume PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mourede PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Nabias 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Parentis en Born PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Romilly sur Seine PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Chamas PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Come et Maruejols PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Marcel sur Aude PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Martin de Crau PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Pargoire PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Pierre Dels Forcats PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint-Julien PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Sées PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Seysses PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Sillars PR EDF EN France, Chairman SASU Centrale Photovolaïque de Sore PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Sorgues PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Vergeze PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Villeveyrac PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Ychoux PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Carreteyres PR EDF EN France, Chairman SASU Centrale Photovoltaïque Carreteyres (formerly Gras de Perret) PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Salins 1 PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Centrale Photovoltaïque des Salins 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Salins 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Serres PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Eyguières PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Braou PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Cambrésis PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Cet de Béziers PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Communal de l’Est PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 4 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 5 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 6 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 7 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Gabardan 8 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Soler PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Tube PR EDF EN France, Chairman SASU Centrale Photovoltaïque La Cabane de Fabre PR EDF EN France, Chairman SASU Centrale Photovoltaïque Lagune de Toret PR EDF EN France, Chairman SASU Centrale Photovoltaïque Le Bouluc de Fabre PR EDF EN France, Chairman SASU Centrale Solaire de Montendre PR EDF EN France, Chairman SASU Parc d’Energies Renouvelables Catalan PR EDF EN France, Chairman SASU Parc Eolien de Chalautre La Grande PR EDF EN France, Chairman SASU Parc Eolien de Conilhac Corbières PR EDF EN France, Chairman SASU Parc Eolien de la Plaine de l’Orbieu PR EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays PR EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays 2 PR EDF EN France, Chairman SASU Parc Eolien du Bois de Belfays 3 PR EDF EN France, Chairman SASU Parc Eolien du Puyloubier PR EDF EN France, Chairman SASU Parc Eolien de la Petite Moure PR EDF EN France, Chairman SASU Parc Eolien de la Pierre PR EDF EN France, Chairman SASU Parc Eolien des 3 Fréres PR EDF EN France, Chairman SASU Parc Eolien du Nipleau PR EDF EN France, Chairman SASU Solar System Marseille PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Artigues PR EDF EN France, Chairman SASU Centrale Photovoltaîque d’Aslonnes PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Baraize PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Belis 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Belis 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Belis 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Bousses 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Bousses 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Calissanne 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cere 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cere 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cere 3 PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Centrale Photovoltaïque de Cere 4 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cere 5 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Cestas PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Chaillac PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Crucey 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Crucey 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Crucey 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Ferrières PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Fontgaillarde PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Givet PR EDF EN France, Chairman SASU Centrale Photovoltaïque de La Lande de Prat PR EDF EN France, Chairman SASU Centrale Photovoltaïque de la Montane Nord PR EDF EN France, Chairman SASU Centrale Photovoltaïque de la Montane Sud PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lanleff PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lannilis PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Laon-Couvron 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Laon-Couvron 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Laon-Couvron 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Laon-Couvron 4 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lardier PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Le Boulou PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Le Folgoët PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lesperon 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lorquin PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lue 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lue 2 PR EDF EN France, Chairman SASU Centrale Photovoltaîque de Lue 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Lussan PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Massangis 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Massangis 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Massangis 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mer PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mezos 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mezos 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mezos 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mezos 4 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Milhars et Marnaves PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mirande PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mison PR EDF EN France, Chairman SASU Centrale Photovoltaîque de Montech PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Mont-Roc PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Moulon de Blé PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Noaillan PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Parentis Aérodrome PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Parentis en Born 2 PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Centrale Photovoltaïque de Pepere PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Picarreau PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Pompejac PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Rayssac PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Renhares PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Rochefort-sur-Nenon 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Rochefort-sur-Nenon 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint André PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint Aubin sur Loire PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Crau et Istres Sulauze PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint Paul de Tartas PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Saint Ange PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Sanvignes Les Mines PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Souprosse 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Souprosse 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Taller 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Taller 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Toul-Rosières 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Toul-Rosières 2 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Toul-Rosières 3 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Toul-Rosières 4 PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Vailhauques PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Varen PR EDF EN France, Chairman SASU Centrale Photovoltaïque de Vendéopôle PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Eguzon La Lande PR EDF EN France, Chairman SASU Centrale Photovoltaïque des Melettes PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Escource Nord PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Escource Sud PR EDF EN France, Chairman SASU Centrale Photovoltaïque d’Oradour Fanais PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Parc de la Tronquières PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Pays Chaumontais 1 PR EDF EN France, Chairman SASU Centrale Photovoltaïque du Pays Chaumontais 2 PR EDF EN France, Chairman SASU Ecotoitures Solaires PR EDF EN France, Chairman SASU Hangars Photovoltaïques 2010 PR EDF EN France, Chairman SASU Hangars Photovoltaïques 2011 PR EDF EN France, Chairman SASU Parc Eolien de Chatillon-en-Dunois PR EDF EN France, Chairman SASU Parc Eolien du Plat des Graniers PR EDF EN France, Chairman SASU Parc Photovoltaïque du Morcenais 1 PR EDF EN France, Chairman SASU Parc Photovoltaïque du Morcenais 2 PR EDF EN France, Chairman SASU Parc Photovoltaïque du Morcenais 3 PR EDF EN France, Chairman SASU Parc Photovoltaïque du Morcenais 4 PR EDF EN France, Chairman SASU Parc Photovoltaïque du Morcenais 5 PR EDF EN France, Chairman SASU Parc Photovoltaïque en Terre d’Argence 1 PR EDF EN France, Chairman SASU Parc Photovoltaïque en Terre d’Argence 2 PR EDF EN France, Chairman SASU Parc Photovoltaïque en Terre d’Argence 3 PR EDF EN France, Chairman

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GROUP COMPANIES FRANCE Appointments or duties SASU Parc Photovoltaïque en Terre d’Argence 4 PR EDF EN France, Chairman SASU Parking Photovoltaïque du Parc des Expositions de Bordeaux PR EDF EN France, Chairman SARL Solaire de la Belle de Mai Manager SARL Solaire de Toulouse-Garonne Manager SASU Solar System Dordogne PR EDF EN France, Chairman SASU Solar System Gironde PR EDF EN France, Chairman SASU Solar System Laro PR EDF EN France, Chairman SASU Solar System Paca PR EDF EN France, Chairman SASU Solar System Sanouest PR EDF EN France, Chairman

INTERNATIONAL GROUP COMPANIES Appointments and duties Country RETD SA Director Greece Eoliki Eliokastrou Director Greece SA SIIF Energies Ibérica Chairman of the Board Spain SA Bioenergia Santamaria Director Spain SA Bioenergia del Poniente Director Spain Verdesis Director Belgium Eolica da Arada Director Portugal Batliboi enXco Pvt. Ltd Director India

➤ 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 PR EDF Energies Nouvelles, Chairman SAS SIIF Energies Bulgarie PR EDF EN, Chairman of Siifelec, Chairman SNC Colsun Co-manager

➤ OLIVIER PAQUIER – CHIEF OPERATING OFFICER OF EDF ENERGIES NOUVELLES

GROUP COMPANIES FRANCE/INTERNATIONAL 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 EDF ENR Solaire Director Photon Power Industries Chairman EDF ENR Solaire SRL Director (Italy) SA Ribo Chairman of the Board and director

264 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements

1. Balance sheet

31 December 2010 31 December 2009 Depreciation, amortisation Assets (in thousands of euros) Gross and impairment Net Net

Fixed assets Intangible assets Concessions, patents and similar rights 2,093 1,956 137 528 Other intangible assets 3,000 450 2,550 2,850 Property, plant and equipment Land 205 - 205 205 Buildings - --- Machinery and plant - - - - Other property, plant and equipment 4,793 2,102 2,691 946 Assets in progress 1,539 - 1,539 78 Financial assets Investments in subsidiaries and affi liates 715,610 29,494 686,116 524,374 Loans to subsidiaries and affi liates 503,875 - 503,875 129,833 Other investments 3,326 30 3,296 2,792 Loans 137 137 0 9 Other fi nancial assets 3,269 - 3,269 4,218 TOTAL FIXED ASSETS 1,237,847 34,169 1,203,678 665,833

Current assets Inventories Services in progress 66 66 - - Payments on account and advances paid on orders 24,875 24,875 34,183 Receivables Trade receivables and related accounts 13,244 - 13,244 17,281 Other receivables 1,604,131 24,515 1,579,616 1,927,211 Cash Marketable securities 133,225 - 133,225 171,304 Cash and cash equivalents 66,591 - 66,591 39,042 Prepaid expenses 1,675 - 1,675 875 TOTAL CURRENT ASSETS 1,843,807 24,581 1,819,226 2,189,896

Accruals Foreign currency translation losses 66,717 - 66,717 65,433 TOTAL 3,148,371 58,750 3,089,621 2,921,163

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Liabilities and equity (in thousands of euros) 31 December 2010 31 December 2009

Shareholders’ equity Share capital 124,109 124,109 Issue and merger premiums 1,011,479 1,011,479 Legal reserve 9,922 8,381 Other reserves 631 524 Retained earnings 50,196 50,380 Net income for the fi nancial year 38,051 30,826 Regulated provisions 1,012 702 TOTAL SHAREHOLDERS’ EQUITY 1,235,400 1,226,401

Provisions for legal disputes - - Provisions for risks 26,669 65,472 TOTAL PROVISIONS FOR RISKS AND LIABILITIES 26,669 65,472

Borrowings Borrowings from credit institutions 1,566,635 1,467,478 Other borrowings 44,612 5,240 Payments on account and advances received on orders -- Trade payables and related accounts 6,555 3,816 Tax and social security liabilities 4,865 4,246 Amounts payable on fi xed assets 107,220 120,952 Other fi nancial liabilities 46,804 20,386 TOTAL OTHER FINANCIAL LIABILITIES 1,776,691 1,622,118

Prepaid income 3,367 5,495 Foreign currency translation gains 47,494 1,677 TOTAL 3,089,621 2,921,163

266 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Income statement

2. Income statement

(in thousands of euros) 2010 2009

REVENUES 30,871 31,910 Production transferred to inventory and own work capitalised 424 (6,297) Operating subsidies (36) 36 Reversals of depreciation, amortisation and impairment and expenses transferred 85 1,922 Other income -1 TOTAL OPERATING REVENUES 31,344 27,571 Other purchases and external charges 20,497 18,140 Taxes other than on income 1,276 1,097 Wages and salaries 9,887 6,566 Payroll charges 6,954 5,657 Depreciation and amortisation 1,396 870 Impairment losses on current assets 66 - Additions to provisions for risks and liabilities 100 - Other expenses 173 124 TOTAL OPERATING EXPENSES 40,349 32,455

OPERATING INCOME (9,005) (4,883) Profi ts attributed or losses transferred 38 50 Losses incurred or profi ts transferred - - Financial income from investments in subsidiaries and affi liates 24,807 31,030 Other interest and related income 62,777 51,076 Reversals of provisions 76,418 51,176 Foreign exchange gains 53,726 42,378 Net gains on disposals of marketable securities 873 2,401 TOTAL FINANCIAL INCOME 218,601 178,061 Financial allowances to depreciation, amortisation and impairment 54,256 71,727 Interest and related expenses 35,608 24,612 Foreign exchange losses 80,816 52,842 Net losses on disposals of marketable securities -- TOTAL FINANCIAL EXPENSES 170,680 149,181

NET FINANCIAL INCOME/(EXPENSE) 47,921 28,880 INCOME BEFORE TAX AND EXCEPTIONAL ITEMS 38,954 24,047 Exceptional income from management transactions 653 1 Exceptional income from capital transactions 2,378 6,355 Reversals of provisions and expenses transferred - - TOTAL EXCEPTIONAL INCOME 3,031 6,356 Exceptional expenses on management transactions 969 88 Exceptional expenses on capital transactions 2,169 1,382 Additions to provisions and expenses transferred 311 311 TOTAL EXCEPTIONAL EXPENSES 3,449 1,781

NET EXCEPTIONAL ITEMS (418) 4,575 Income tax (485) 2,204 Total income 253,014 212,039 Total expenses 214,963 181,213 NET INCOME/(LOSS) 38,051 30,826

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3. Cash fl ow statement

(in thousands of euros) 2009 2010

Net income 30,826 38,051 Addition/reversal of depreciation, amortisation or impairment 19,811 (20,375) Net gains/(losses) on asset disposals (3,250) 525 Cash Flow 47,387 18,201 WCR (8,889) 47,883 Free cash fl ow before capital expenditure 38,498 66,084 Acquisitions of PP&E and intangible assets (3,893) (3,912) Acquisitions/(disposals) of investments in subsidiaries and affi liates (177,469) (192,326) Net increase in loans to subsidiaries and affi liates 65,516 (375,317) Increase in advances to other Group companies (907,302) 343,733 Free cash fl ow after capital expenditure (984,650) (161,738) Dividend payments (20,900) (29,361) Capital increase -- Impact of currency effects (18,668) 44,533 Other (852) (2,495) Change in net debt (1,025,070) (149,061) NET DEBT (1,262,370) (1,411,431)

4 Highlights of the fi nancial year

4.1 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES

During 2010, EDF EN SA participated in the following transactions: ➤ an increase in the capital of Inversiones Eolicas (Mexican holding company housing the investments in the La Ventosa ➤ increase in the capital of EDF EN France (development and sale project) through partial capitalisation of current account of assets) through the partial capitalisation of current account advances (MXN150 million); advances (€99 million); ➤ an increase in the capital of EDF EN UK (formerly Westbury ➤ increase in the capital of EDF EN Services (formerly Scite Péristyle Windfarms Ltd - the UK holding company with investments in - maintenance) through the partial capitalisation of current various wind energy projects) through partial capitalisation of account advances (€13 million); current account advances (£30 million). ➤ increase in the capital of C-Power (offshore wind energy) through a cash contribution (€20.4 million);

268 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Highlights of the fi nancial year

4.2 INVESTMENT IN EDF ENERGIES NOUVELLES RÉPARTIES

The photovoltaic systems installation business, the cornerstone of and its complete loss for the other. For Supra, these two factors EDF Energies Nouvelles Réparties’ growth led primarily by EDF ENR compounded the surge in the cost of raw materials and a shift in Solaire, had a very good year in 2010. EDF ENR Solaire recorded demand towards entry-level products in which competition is very a substantial increase in installations for both consumers and fi erce and on which margins are very low, and towards higher-end businesses. products ill-suited to Supra’s production facilities. As a result, Supra and Ribo both posted losses for the year. Likewise, the results of Tenesol – a 50%-owned subsidiary of EDF Energies Nouvelles Réparties, with the other 50% belonging to the Accordingly, EDF Energies Nouvelles Réparties SA decided to adopt Total group – held up well. a cautious approach and to set aside provisions and recognise impairment losses in respect of both the wood space heater and heat All in all, the results of all the solar energy divisions were higher pump businesses, as well as a number of minority shareholdings than in the previous year. held by EDF Energies Nouvelles Réparties. These provisions and Conversely, the heat pump and wood space heater businesses impairment losses led to a reduction in its net equity and thus in the housed in Ribo and Supra, which do not represent an avenue of value of the investment in EDF EN SA’s fi nancial statements. expansion for EDF Energies Nouvelles, had a tough year. These This resulted in EDF EN SA’s fi nancial statements in the recognition two companies were hit by the economic crisis, which had an even of a €19.6 million provision for impairment in the EDF Energies more direct impact on investment than it did on consumer spending Nouvelles Réparties shares (EDF ENR) (see Note 6.1 E). and, secondly, by the reduction in the tax credit for one of them

4.3 LINES OF CREDIT

At 31 December 2010, EDF EN SA drew down €1,548 million from its corporate credit lines in order to cover its working capital requirement and the pre-construction and construction bridge loans for the wholly owned generating assets covering the period until the project fi nancing was arranged.

4.4 BONUS SHARE PLAN

A bonus share plan was set up on 10 November 2010. This plan provides for the grant of 99,527 shares.

4.5 SUBSEQUENT EVENTS

No signifi cant events occurred after the balance sheet date at 31 December 2010.

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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, primarily comprise software and patents. Allowances for depreciation are calculated on a straight-line basis over the expected useful life of the assets:

➤ Patents 5 years

➤ Software 1, 3 and 5 years

➤ Other rights 10 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 and impairment of assets and CRC Regulation 2004-06 concerning ➤ Computer equipment: 3 or 5 years the defi nition, recognition and measurement of assets did not have any impact on the fi nancial statements at 31 December 2010. ➤ Offi ce equipment and furniture: 5 or 10 years

5.3 FINANCIAL ASSETS

Investments in subsidiaries and affi liates A provision for risks may be set aside when the share in the negative net equity of the subsidiary exceeds the advances or payments on Gross value represents acquisition cost plus incidental expenses account granted by EDF Energies Nouvelles. related to the purchase of the investments. Incidental acquisition costs on investments are amortised through The book value of investments in subsidiaries and affi liates is based accelerated amortisation over a 5-year period. on a multi-criterion approach refl ecting the consolidated net assets of companies and their development prospects. Where this value is lower than their gross value, an allowance for Other fi nancial assets (chiefl y treasury shares impairment is set aside to cover the difference. Where this difference held under the liquidity agreement) exceeds the value of the shares, an allowance for impairment in the Treasury shares are valued at the current share price. At the end loans and current account advances is set aside. of the fi nancial year, a provision is set aside where this value lies below the acquisition cost.

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5.4 INVENTORIES

Services in progress represent expenses incurred by the Company in connection with its expansion in international markets. Provisions are set aside where it appears unlikely that the projects 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 TRANSACTIONS IN FOREIGN CURRENCIES

Assets and liabilities held in foreign currencies are recorded at Foreign exchange gains and losses recognised at the end of the the exchange rate ruling at the transaction date. At the balance year on cash held in foreign currencies are recognised in the income sheet date, they are translated at the closing rate, with any gains statement. and losses resulting from this translation being recognised as translation differences.

5.8 DERIVATIVES AND HEDGE ACCOUNTING

As part of its interest-rate and foreign exchange risk management, ➤ all these foreign currency translation gains and losses are netted EDF EN SA may buy and sell derivatives. Since 1 January 2010, by currency. The residual balance of foreign currency translation EDF EN SA has accounted for hedging in line with article 372–2 of the gains or losses is covered through a provision for counterparty French general chart of accounts. To qualify for hedge accounting, risks against fi nancial income. derivatives must serve to reduce the risk of a change in the value of The existing hedging instruments were arranged after the assets and the hedged item and changes in the value of the hedged item and liabilities in foreign currencies arose. Accordingly, an outstanding the hedge must show correlation. provision exists that is linked to the foreign currency translation For qualifying hedges: losses recognised prior to the purchase or sale of the derivatives. ➤ assets and liabilities denominated in foreign currencies are This provision is set to reduce as and when the foreign currency remeasured at the closing rate and a foreign currency translation assets and liabilities expire. gain or loss is recognised; For derivatives eligible as interest-rate risk hedges, gains and ➤ derivatives are remeasured at the closing rate and a foreign losses are recognised in income in the same manner and period as currency translation gain or loss is recognised; income and expense deriving from the hedged item.

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5.9 DERIVATIVES NOT ELIGIBLE FOR HEDGE ACCOUNTING

Certain fi nancial instruments bought or sold by the holding company derivatives to hedge contracts to buy foreign currencies entered do not qualify for hedge accounting because EDF EN SA does not into by its subsidiaries). Since instruments are negotiated on an hold the underlying hedged items (e.g. interest-rate risk derivatives OTC market, a provision is recognised to cover unrealised losses. to hedge a portion of the debt housed by its subsidiaries, currency Unrealised gains are not recognised.

5.10 TAX CONSOLIDATION

EDF Energies Nouvelles is the top company in the consolidated The savings harnessed by the Group pursuant to the favourable tax group. The tax consolidation agreement states that Group and specifi c arrangements linked to tax consolidation, such as companies recognise their own tax expense as if they were taxable the elimination of portions of expenses and charges on dividends separately. at parent company level, give rise to tax savings that are retained by EDF EN SA. When these savings are acquired defi nitively by the In addition, the tax consolidation agreement, which was amended Group, they are recognised in EDF EN SA’s income statement. in 2005, states that the top company in the group retains in its accrual accounts any gains deriving from the tax savings through At 31 December 2010, the EDF Energies Nouvelles consolidated tax tax consolidation and reallocates them to loss-making consolidated group comprised 64 companies. tax subsidiaries when they return to profi t.

5.11 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 are based on the information available when they liabilities on the balance sheet and of income and expenses on the were prepared. income statement, such as impairments of investments and loans to

5.12 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 2006-2008 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 €582,296 for the liability is actually settled. the fi nancial year.

5.13 INDIVIDUAL RIGHT TO TRAINING

The number of hours of training vested with employees at 31 December 2010 with no request having been made stood at 6,145.

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6 Notes to the balance sheet - Assets

6.1 FIXED ASSETS

Intangible assets

(in thousands of euros) 31 Dec. 2009 Increase Decrease 31 Dec. 2010

Concessions, patents and similar rights, other 5,068 25 - 5,093 GROSS VALUE 5,068 25 - 5,093 Amortisation of concessions, patents and similar rights, other (1,690) (716) - (2,406) NET VALUE 3,378 (691) - 2,687

Intangible assets principally comprise the Magnitude consolidation a partnership agreement agreed in 2009 with Greentech Energy software suite in an amount of €1,007K, which was recognised as Systems in an amount of €3,000K. These rights are amortised over an asset in 2006 and amortised over 5 years and a right to acquire a period of 10 years (see Note 5.1) investments in future projects developed in Italy and Poland under

Property, plant and equipment

(in thousands of euros) 31 Dec. 2009 Increase Decrease 31 Dec. 2010

Land 205 - - 205 Other property, plant and equipment 2,368 2,425 - 4,793 GROSS PROPERTY, PLANT AND EQUIPMENT 2,573 2,425 - 4,998 Depreciation of other property, plant and equipment (1,421) (681) - (2,102) NET VALUE 1,152 1,745 - 2,897

The net book value of these fi xed assets includes two land holdings principally comprised €1,352K in fi xtures and fi ttings and €673K with a value of €205K, €1,060K in fi xtures and fi ttings and €685K in IT equipment. in IT equipment and offi ce furniture. Acquisitions during the year

Assets in progress

(in thousands of euros) 31 Dec. 2009 Increase Decrease 31 Dec. 2010

Assets in progress 78 1,539 78 1,539

Fixed assets in progress include €1,178K in expenses linked to the development of the new information system for France (ERP), which is due to enter service in 2011.

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Financial assets

(in thousands of euros) 31 Dec. 2009 Increase Decrease Reclassifi cation 31 Dec. 2010

Investments in subsidiaries and affi liates (A) 536,266 180,163 (764) (55) 715,610 Loans to subsidiaries and affi liates (B) 129,833 74,577 (31,562) 331,027 503,875 Other investments (C) 2,822 36,047 (35,598) 55 3,326 Loans 127 10 - - 137 Other fi nancial assets (D) 4,217 35,101 (36,049) - 3,269 GROSS FINANCIAL ASSETS 673,265 325,898 (103,973) 331,027 1,226,217 Provisions for investments in subsidiaries and affi liates (E) (11,892) (19,656) 2,055 - (29,494) Provisions for other investments (30) - - - (30) Provisions for loans (118) (19) - - (137) TOTAL PROVISIONS (12,040) (19,675) 2,055 - (29,661) NET FINANCIAL ASSETS 661,225 306,223 (101,918) 331,027 1,196,557

(A) Amount of investments in principal subsidiaries (in thousands of euros):

(in thousands of euros) %

enXco Inc. 208,157 29% EDF Energies Nouvelles Réparties 201,299 28% EDF EN France 100,524 14% EDF EN UK 46,065 6% Alcogroup 27,388 4% C-Power 26,984 4% EEN EGE 20,200 3% EDF EN Service (formerly Scite) 14,399 2% EDF EN Italie 13,307 2% EEN Hellas 13,093 2% Inversiones Eolicas 12,089 2% Siifelec 7,252 1% enXco A/S 5,600 1% EDF EN Greece 5,158 1% EDF EN Outre-mer 3,742 1% Verdesis 2,729 0% Reetec 2,373 0% Renewable Energy Holding 2,081 0% Other 3,171 0% TOTAL 715,610 100%

A table showing the Company’s subsidiaries and investments is provided at the end of the notes to the fi nancial statements (see Note 10).

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Acquisitions and increases in investments (€180,163K) refl ect:

(in thousands of euros) Amount Country

EDF EN France 99,000 France (1) EDF EN Services 12,994 France (2) C-Power 20,360 Belgium Inversiones Eolicas 9,656 Mexico (2) EDF EN UK 35,084 United Kingdom (2) Reetec 1,593 Germany (3) EDF EN Hellas 1,276 Greece Other 201 - TOTAL 180,163 -

(1) As part of the Group’s development in France, EDF EN France, which houses the principal assets in France, participates in calls to tender. Accordingly, the decision was made to increase the Company’s capital through partial capitalisation of current account advances. (2) Participation in a capital increase through capitalisation of current account advances. (3) Acquisition of shares (28% to 72% at 31 Dec.).

Reductions (€764K) principally refl ect the winding-up of SIIF Ghana. (B) Loans to subsidiaries and affi liates chiefl y comprise loans to Group subsidiaries

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010 Change

EEN Hellas 113,682 167,106 53,424 (1) enXco Inc. - 299,356 299,356 (2) Siif Iberica 11,605 11,605 - C-Power 1,645 20,155 18,510 (1) Reetec 1,699 1,745 46 EDF EN Portugal 507 3,907 3,400 (2) TOTAL 129,138 503,875 374,737

(1) New loans. (2) Reclassification from current account advances to loans to subsidiaries and affiliates (enXco Inc. and EDF EN Portugal).

(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 €3,269K, €3,085K of which refl ect cash held for the liquidity agreement. (E) Provisions for investments in subsidiaries and affi liates (€29,494K) primarily related to the following companies:

(in thousands of euros) Amount Country

EDF EN Outre Mer 3,742 France enXco AS 3,128 Denmark Renewable Energy Holding 1,541 Isle of Man EDF ENR 19,656 France (1) Siif Iberica 1,350 Spain Other 77 - TOTAL 29,494 -

(1) See Note 4.2.

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6.2 BREAKDOWN OF TRADE RECEIVABLES AND RELATED ACCOUNTS BY MATURITY

(in thousands of euros) 31 Dec. 2010 < 1 year > 1 year

ADVANCES AND PAYMENTS ON ACCOUNT (1) 24,875 560 24,315 Trade receivables and related accounts (2) 13,244 13,244 - Employees and related accounts 61 61 - Value added tax 4,509 4,509 - Government - other receivables 1,077 1,077 - Group and Shareholders (3) 1,594,643 1,594,643 - Other debtors (4) 3,842 559 3,283 TOTAL RECEIVABLES AND RELATED ACCOUNTS GROSS 1,617,375 1,614,092 3,283 Provision for trade receivables -- - Provision for amounts due from Group and Shareholders (24,515) (24,515) - Provision for other debtors -- - TOTAL PROVISIONS (24,515) (24,515) - TOTAL RECEIVABLES AND RELATED ACCOUNTS NET 1,592,860 1,589,577 3,283

(1) Advances paid chiefly reflect advances to reserve turbines (€24,315K). (2) Total trade receivables came to €13,244K, including €12,415K reflecting amounts due from Group companies. (3) EDF EN SA makes advances to Group subsidiaries to finance their working capital requirement, cover payments on account to turbine manufacturers and finance the construction period of facilities pending arrangement of project financing. (4) Other debtors notably include receivables from the sale of fixed assets (€3,283K).

6.3 CASH AND CASH EQUIVALENTS

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Futures contract -- UCITS 166,965 130,372 Treasury shares (1) 4,340 2,853 TOTAL MARKETABLE SECURITIES 171,304 133,225 Provisions set aside -- Derivatives (2) - 6,680 Cash and cash equivalents excluding derivatives 39,041 59,911 NET CASH AT BANK 210,345 199,816

(1) See Note 7.8 (b). (2) Chiefly comprises €4,463K in accrued interest on swaps that have not yet expired and €1,675K in the positive fair value of currency derivatives recognised on the balance sheet since 1 January 2010 (see Note 5.8).

6.4 FOREIGN CURRENCY TRANSLATION LOSSES

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Foreign currency translation losses 65,433 66,717

The foreign currency translation losses comprise €51,489K in foreign currency losses on assets and liabilities denominated in US dollars, sterling and Mexican pesos and €15,227K in negative fair values of currency derivatives. Owing to the application of hedge accounting, the unhedged portion was covered by a provision for currency losses (see Note 5.8).

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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 194,085 treasury shares at 31 December 2010 with a value of €6,091K. The change in shareholders’ equity can be analysed as follows:

Net income Value at Appropriation Capital for the Value at (in thousands of euros) 31 Dec. 2009 of income Dividends increase fi nancial year Allowance 31 Dec. 2010

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 8,381 1,541 - - - - 9,922 Other reserves 524 107 - - - - 631 Retained earnings (1) 50,379 (299) 115 - - - 50,195 Net income for the fi nancial year 30,825 (30,825) - - 38,051 - 38,051 Dividends payable - 29,476 (29,476) - - - - Regulated provisions 702 - - - -311 1,013 TOTAL 1,226,401 - (29,361) - 38,051 311 1,235,400

(1) The amount of €115K shown under retained earnings represents the cancellation of dividends on shares held in treasury.

The amount of dividends paid out came to €29,361K or €0.38 per share during 2010.

7.2 PROVISIONS FOR RISKS AND LIABILITIES

At beginning Additions during Reversals Reversals (in thousands of euros) of year the year (provisions used) (provisions not used) At end of year

Provision for risks and liabilities 39 128 - - 167 Provision for fi nancial instruments (1) - 1,693 - - 1,693 Provision for foreign exchange loss (2) 65,433 24,809 65,433 - 24,809 PROVISIONS FOR RISKS AND LIABILITIES 65,472 26,630 65,433 - 26,669

(1) The provision for unrealised losses on financial instruments not eligible for hedge accounting (see Note 5.9) amounted to €1,693K. (2) The provisions set aside to cover unrealised foreign exchange losses net of hedges on assets and liabilities in foreign currencies stood at €24,809K. The €40,623K change in provisions during 2010 breaks down as follows: - €23,406K in net reversals resulting from the application of the principles of hedge accounting in 2010, - €17,217K in net reversals linked to hedges of 2010 offset partly by foreign currency transactions settled during the year.

The outstanding balance of €24,809K represents foreign currency translation losses recognised prior to the purchase/sale of hedging instruments. This amount will decline as and when the assets and liabilities expire (see Note 5.8).

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7.3 BREAKDOWN OF FINANCIAL LIABILITIES BY MATURITY

Between one year (in thousands of euros) Gross amount One year or less and fi ve years > 5 years

Borrowings from credit institutions (1) 1,564,001 144,001 920,000 500,000 Derivatives (2) 15,227 15,227 - - Miscellaneous borrowings and fi nancial liabilities (3) 29,385 29,300 85 - Other borrowings (4) 2,634 - - 2,634 TOTAL FINANCIAL LIABILITIES 1,611,247 188,528 920,085 502,634

(1) Borrowings from credit institutions are primarily used to finance projects pending the arrangement of long-term funding. A €108,000K borrowing is covered by a real security deposit. (2) Since 1 January 2010, derivatives have been recognised on the balance sheet at fair value under cash and cash equivalents if their value is positive or under short- term borrowings, if their value is negative (see Note 5.8). (3) Miscellaneous borrowings and financial liabilities of less than one year (€29,300K) comprise EDF Energies Nouvelles’ financial liabilities to its subsidiaries, notably including: - Siifelec AS €18,625K - enXco AS €1,631K - Various other companies in France €9,044K (4) Other borrowings reflect a loan arranged for a hydro plant. 7.4 NON-FINANCIAL LIABILITIES

Between one year (in thousands of euros) 31 Dec. 2010 One year or less and fi ve years Over fi ve years

Trade payables 6,555 6,555 - - Employees and related accounts 1,954 1,954 - - Social security and related bodies 1,572 1,572 - - Value added tax 1,288 1,288 - - Taxes other than on income 51 51 - - Amounts payable on fi xed assets (1) 107,220 1,593 105,627 - Other fi nancial liabilities (2) 46,804 46,804 - - TOTAL NON-FINANCIAL LIABILITIES 165,443 59,816 105,627 -

(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. (2) This chiefly represents amounts due to subsidiaries linked to tax consolidation (€44,352K): 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 Dec. 2009 31 Dec. 2010

Prepaid income 5,495 3,367

Prepaid income breaks down as follows:

➤ Contribution received from a third party related to development of a project in Mexico €1,184K;

➤ Rent-free period €2,100K;

➤ Rent billed in advance €82K.

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7.6 FOREIGN CURRENCY TRANSLATION GAINS

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Prepaid income 1,677 47,494

Foreign currency translation gains comprise €45,818K in foreign currency gains on foreign currency assets and liabilities and €1,675K in the positive fair value of currency derivatives.

7.7 TREASURY SHARES

The total number of treasury shares held by EDF EN at 31 December 2010 stood at 194,035, comprising 115,564 treasury shares held under the liquidity agreement and 78,471 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 2010 84,655 Treasury shares purchased 1,117,710 Treasury shares sold (1,086,801) TOTAL AT 31 DECEMBER 2010 115,564

At 31 December 2010, EDF Energies Nouvelles held 115,564 shares under the liquidity agreement with a value of €3,238K.

B) Treasury shares held to cover bonus share allotment plans

Number of shares

Number of treasury shares at 1 January 2010 135,634 Number of treasury shares allotted (57,163) Treasury shares purchased - TOTAL AT 31 DECEMBER 2010 78,471

At 31 December 2010, EDF Energies Nouvelles held 78,471 treasury shares to cover the bonus share allotment plans with a value of €2,853K.

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8 Notes to the income statement

8.1 NET INCOME

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Revenues 31,910 30,871 Operating income (4,883) (9,005) Net fi nancial income/(expense) 28,880 47,921 Income before tax and exceptional items 24,047 38,954 Net exceptional items 4,575 (418) Income tax expense 2,204 (485) Employee profi t-sharing -- NET INCOME 30,826 38,051

8.2 REVENUES

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Management fees (1) 11,758 37% 13,478 44% Rebilling of employee and other expenses (2) 8,369 26% 11,115 36% Invoicing of guarantees given 7,196 23% 5,758 19% Rent rebilled to EDF 1,598 5% 69 0% Rebilling of miscellaneous services (3) 2,989 9% 451 1% TOTAL REVENUES 31,910 100% 30,871 100% o/w Group 29,363 - 30,431 -

(1) This chiefly reflects the increased rebilling of management fees compared with 2009 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) During 2009, the rebilling of development services charged to the Espagnole de Lucena power plant (biomass - cogeneration).

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8.3 OPERATING INCOME

The trend in operating income was notably attributable to the expansion in the scope of the Company’s activities, the absence of any reversals of provisions and the reduction in guarantees given. Operating expenses break down as follows:

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Purchases (1) 2,180 3,484 Services (2) 8,702 11,563 Fees and commission (3) 6,248 4,396 Travel and assignment costs 1,010 1,054 Other purchases and external charges 18,140 20,497 Taxes other than on income 1,097 1,276 Personnel expenses 12,223 16,841 Depreciation, amortisation and impairment losses 870 1,562 Other 124 173 OPERATING EXPENSES 32,454 40,349

(1) Including €3,127K in survey, research and development costs (up €1,284K compared with 2009). (2) Including €3,872K in rent and service charges, €3,255K in bank charges and €545K in IT maintenance costs. (3) Including €1,713K in Statutory Auditors’ fees and €1,664K in legal and advisory fees.

8.4 NET FINANCIAL INCOME/(EXPENSE)

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Net interest income from loans and current accounts (1) 49,341 60,943 Income from short-term investments 3,629 2,249 Cost of debt (2) (22,889) (35,092) Financial expense net of income from short-term investments 30,081 28,100 Dividends received (3) 31,030 24,807 Net foreign exchange gains/(losses) (4) (30,717) 13,534 Additions to provision fi nancial instruments (4) - (1,693) Additions to provisions for investments in subsidiaries and affi liates (5) (6,294) (27,753) Reversals of provisions for investments in subsidiaries and affi liates (5) 5,995 10,985 Other fi nancial income and expenses (1,215) (59) NET FINANCIAL INCOME/(EXPENSE) 28,880 47,921

(1) The trend in net interest income from intra-Group loans and current account advances derived predominantly from the Italian (€5,292K), Mexican (€3,200K) and US (€2,909K) subsidiaries. (2) The cost of debt includes borrowing costs (€34,742K) and bank interest charges on overdrafts (€350K). (3) Dividends received chiefly comprise the dividends paid by enXco Inc. (€13,026K), EDF EN Développement (€5,670K) and Siifelec (€5,320K). (4) Net foreign exchange losses of €13,534K broke down chiefly into actual foreign exchange losses of €25,817K generated by the foreign currency transactions unwound during the financial year and €40,623K in net reversals of provisions for foreign exchange losses (see Note 7.2). (5) The principal net additions linked to investments in subsidiaries and affiliates and related loans were as follows: Provision for investments in EDF Energies Nouvelles Réparties (see Note 4.2) €19,656K Provisions for current account advances to EDF EN Outremer €3,748K The principal net reversals of provisions linked to investments in subsidiaries and affiliates notably related to: Provisions for investments in and current account advances to EDF EN Services €6,532K Provision for investments in Renewable Energy Holding (adjustment linked to the exchange rate and share price at 31 December 2010) €981K

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The following table shows fl uctuations in exchange rates between 2009 and 2010:

Closing rate 31 Dec. 2009 31 Dec. 2010 % change

EUR/USD 1.4406 1.3362 -7.25% EUR/GBP 0.8881 0.8608 -3.07% EUR/MXN 18.9223 16.5475 -12.55%

8.5 NET EXCEPTIONAL ITEMS

(in thousands of euros) 31 Dec. 2009 31 Dec. 2010

Exceptional income on management transactions 1 653 Gains on acquisitions of treasury shares 2,389 909 Other exceptional income on capital transactions 3,966 1,469 Reversals of provisions for exceptional risks and liabilities 0 0 TOTAL EXCEPTIONAL INCOME 6,356 3,031

Exceptional charges on management transactions 88 969 Losses on acquisitions of treasury shares 667 1,405 Other exceptional charges on capital transactions 715 764 Addition to accelerated depreciation 311 311 TOTAL EXCEPTIONAL EXPENSES 1,781 3,449

NET EXCEPTIONAL ITEMS 4,575 (418)

The net exceptional charge of €418K was chiefl y attributable to: ➤ a loss of €496K realised on the acquisition of treasury shares under the liquidity agreement. ➤ lease termination and repair costs representing a net charge of €740K; During 2009, exceptional items derived primarily from the disposal of a 2.5% interest in C-Power. ➤ a liquidation gain of €525K related to SIIF Ghana;

8.6 INCOME TAX

Income tax expense of €485K breaks down as follows: The defi nitive tax consolidation gain represents the tax savings achieved by the top company in the consolidated tax group (EEN SA) in accordance with the more favourable legislative provisions reserved ➤ Income tax expense €(1,723)K merely for the calculation of the Group’s taxable income. ➤ Research tax/withholding tax credit €994K

➤ Defi nitive saving from tax consolidation €244K

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Analysis of tax expense

(in thousands of euros) Gross amount

Income before tax (1) 38,780 Add-back of losses from disposals of investments 14 Add-back of foreign currency translation differences 44,534 Deduction of provisions and taxes not deductible for tax purposes (21,961) Deduction of dividends received (24,079) Change in UCITS (7) Other 27 Defi nitive saving from tax consolidation (244) Tax income before set-off 37,064 Prior tax losses set off (31,985) Taxable income 5,079

(1) Income before tax including definitive saving from tax consolidation.

EDF EN SA’s 2010 taxable income came to €5,079K. 2010 income tax expense totalled €729K (after set-off of the research/withholding tax credit of €994K).

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Analysis of tax consolidation - French group

(in thousands of euros) Gross amount

Contribution to taxable income made by EDF EN SA 37,064 Contribution to taxable income made by Siifelec 2,571 Contribution to taxable income made by EDF EN Outre-Mer (1,150) Contribution to taxable income made by EDF EN France 41,575 Contribution to taxable income made by EDF EN Services (3,278) Contribution to taxable income made by Luc sur Orbieu 1,374 Contribution to taxable income made by Castanet Le Haut (7,633) Contribution to taxable income made by Fiennes (1,517) Contribution to taxable income made by Villesèque 7,409 Contribution to taxable income made by EDF EN Développement 27,722 Contribution to taxable income made by Solaire Participation 6,533 Contribution to taxable income made by Salles-Curan 5,192 Contribution to taxable income made by Puech-Nègre 6,305 Contribution to taxable income made by Barthes (9,159) Contribution to taxable income made by Chemin d’Ablis 6,043 Contribution to taxable income made by Narbonne 1,272 Contribution to taxable income made by Neuvy et Villars (13,860) Contribution to taxable income made by Noréole (862) Contribution to taxable income made by Centrale Photovoltaïque de la Fito 1,249 Contribution to taxable income made by Centrale Photovoltaïque SFP EDF Sainte-Tulle 1,629 Contribution to taxable income made by Centrales Photovoltaïque du Gabardan (3,934) Contribution to taxable income made by Centrale Photovoltaïque de Puyloubier (1,747) Contribution to taxable income made by Centrale Photovoltaïque du Gabardan 1 (19,607) Contribution to taxable income made by Centrale Photovoltaïque du Gabardan 4 (17,140) Contribution to taxable income made by Parc Eolien de la Petite Moure (5,440) Contribution to taxable income made by Parc Eolien de la Pierre (7,631) Contribution to taxable income made by Parc Eolien du Nipleau (4,903) Contribution to taxable income made by Parc Eolien des 3 Frères (5,202) Contribution made by other companies (369) Tax consolidation adjustments 3,769 GROUP TAXABLE INCOME - FRENCH CONSOLIDATED TAX GROUP 46,277 Tax loss carryforwards at 31 December 2009 (221,845) Group taxable income - France 2010 46,277 TAX LOSS CARRYFORWARDS AT 31 DECEMBER 2010 (175,569)

284 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Other informations

Deferred tax assets and liabilities

(in thousands of euros) Tax base Deferred tax asset Deferred tax liability

Additional levy (solidarity social contribution) 15 5 - Provisions not deductible for tax purposes 38,042 13,098 - Translation differences 7,280 2,506 - Unrealised gains 93 - Accelerated tax depreciation 1,013 - 349 TOTAL 46,359 15,612 349

Breakdown of tax expense

(in thousands of euros) Tax expense Tax loss Tax credit and carryforwards to be Tax saving from tax Income tax Income before tax Tax base Theoretical set off payable consolidation expense Net income

Income before tax and exceptional items 38,954 (12,901) 11,151 (1,723) 994 (729) 38,225 Net exceptional items (418) 139 (139) 0 244 244 (174) TOTAL 38,536 (12,762) 11,012 (1,723) 1,238 (485) 38,051

9 Other informations

9.1 ACCRUED EXPENSES AND ACCRUED INCOME

(in thousands of euros) 2010

Accrued expenses 18,921 Accrued income 13,685

Accrued expenses comprise primarily accrued interest on fi nancial Accrued income chiefl y comprises intra-Group invoices not yet liabilities (€14,678K), social security and tax expenses (€3,089K) raised (€8,320K) and accrued interest on loans and advances and supplier invoices not yet received (€1,154K). (€4,707K).

9.2 COMPENSATION AND BENEFITS PAID TO SENIOR EXECUTIVES

The compensation and benefi ts allotted to the Chief Executive Members of the Board of Directors receive a total of €80K in Offi cers and Chief Operating Offi cers of EDF Energies Nouvelles directors’ attendance fees. The Chairman of the Board of Directors amounted to €1,514K during the 2010 fi nancial year. The equivalent received compensation and benefi ts totalling €200K during the fi gure for the 2009 fi nancial year was €1,362K. Pension obligations 2010 fi nancial year. concerning the Chief Executive Offi cers and Chief Operating Offi cers came to €37K.

2010 Registration document • EDF Energies Nouvelles 285 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Other informations

9.3 RESEARCH AND DEVELOPMENT COSTS

The total spending devoted to research and development during the 2010 fi nancial year came to €3,127K.

9.4 AVERAGE HEADCOUNT

Staff members Headcount

Managers 93 Employees 14 TOTAL 107

9.5 OTHER DISCLOSURES

Information concerning related parties and participating interests

Amounts concerning in which the Company has (in thousands of euros) related parties a participating interest

Investments in subsidiaries and affi liates 713,439 2,170 Loans to subsidiaries and affi liates 503,631 - Trade receivables and related accounts 12,415 - Current accounts 1,585,664 8,978 Borrowings and other fi nancial liabilities 29,292 8 Income from investments in subsidiaries and affi liates 24,807 - Other fi nancial income 61,071 28 Financial expenses 182 -

9.6 FINANCIAL INSTRUMENTS

A) Currency instruments

Equivalent value in thousands of euros Fair value Notional amount Expiry date

Forward purchases 454 16,176 < 1 year Forward sales (3,494) 226,575 < 1 year between Cross currency swaps (10,058) 289,298 1 and 5 years TOTAL (13,098) 242,751

Cross-currency swaps (CCS) are derivatives with an interest-rate and a currency component. The fair value (FV) and nominal amount of each component are stated in each of the corresponding tables.

286 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Other informations

B) Interest-rate instruments

Between 1 year one year and More than Equivalent value (in thousands of euros) Fair value Notional total at most fi ve years 5 years

EUR swaps (5,017) 345,000 105,000 240,000 - Option - EUR collar (1,452) 170,000 50,000 120,000 - Option - EUR cap 114 90,000 - 90,000 - EUR/USD CCS (4,353) 289,298 - 289,298 - Swaps at issuance 6,252 350,000 - - 350,000 TOTAL (4,456) 1,244,298 155,000 739,298 350,000

9.7 INFORMATION ABOUT MARKET RISKS

EDF EN is exposed to foreign exchange risk deriving from its various EDF EN is exposed to interest-rate risk arising from drawings on its exposures to different currencies and principally the US dollar, corporate credit lines, which carry a fl oating rate of interest. EDF EN Mexican peso and pound sterling. It handles centrally all hedging manages this risk using derivatives, such as interest-rate swaps and transactions on behalf of its subsidiaries. options. In the individual fi nancial statements, hedge accounting has been applied since 1 January 2010 (see Note 5.8). The Company’s policy is systematically to match assets in foreign currencies with derivatives, with fl uctuations in the fair value of the latter eliminating the foreign exchange risk arising in its consolidated income statement at the end of the period.

9.8 OFF-BALANCE SHEET COMMITMENTS

(in thousands of euros) 31 Dec. 2010 < 1 year 1 year < x < 5 years > 5 years

Operating lease as lessor 25,207 4,583 18,332 2,292 Irrevocable purchase commitments (1) 824,328 2,914 821,414 - Contractual obligations 849,534 7,497 839,746 2,292 Guarantees (2) 1,162,804 976,434 160,087 26,283 Other commitments (3) 70,974 49,340 14,420 7,213 OTHER COMMERCIAL OBLIGATIONS 1,233,778 1,025,774 174,507 33,497

(1) Irrevocable purchase commitments include orders of wind turbines and solar panels. (2) Guarantees break down chiefly into €326,614K in guarantees concerning possible costs (completion guarantees) and €792,959K guarantees to related parties (payment guarantees). (3) Other commitments primarily relate to financing commitments given.

In addition, the commitment given by the Company pursuant to the bonus share allotment plan stands at €2,940K and benefi ts payable upon retirement amount to €582K (see Note 5.12). These commitments are now shown in the above table.

2010 Registration document • EDF Energies Nouvelles 287 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Table of subsidiaries and investments

10 Table of subsidiaries and investments

Other Net book Loans and Net income Subsidiaries and shareholders’ value of advances in previous Dividends Revenues investments Share capital equity % held investments granted fi nancial year received excl. taxes Country

1. Subsidiaries (over 50%-owned) SAS SIIFELEC 4,178,295 3,251,884 100 7,252,460 0 19,837,140 5,320,095 797 France SA SIIF ENERGIES OUTRE MER 3,738,000 (5,551,183) 100 0 19,284,556 (3,393,556) 0 19,094,437 France SNC HYDROELECT. CARBET AMONT 67,500 (74,861) 100 402 28,549 (1,188) 0 0 France SA EDF EN FRANCE* 100,500,000 (4,413,681) 100 100,524,399 295,732,436 21,257,996 0 304,862,713 France SA EDF EN SERVICES* 7,130,565 94,452 100 14,399,072 6,222,348 (2,780,643) 0 5,676,035 France ELECTRIQUE DE L’ATLANTIQUE 7,500 (1,446,774) 100 0 1,430,000 (33,460) 0 0 France SNC CANAL SAINT LOUIS 2,199,132 (5,920,594) 100 0 2,741,612 (60,673) 0 23,310 France SARL TECHNIQUES RENOUVELABLES, ENERGIES, ENVIRONNEMENT 1,207,678 122,140 100 1,207,663 0 64,941 58,601 237,794 France SARL ENERGIES RENOUVELABLES ENVIRONNEMENT 7,625 (4,382) 100 7,610 0 (677) 0 0 France TAC MARTINIQUE/ EnXco SAS 40,000 (543,340) 100 0 480,796 (13,797) 0 0 France EDF EN DÉVELOPPEMENT 37,000 11,551 100 37,000 103,372,007 15,099,567 5,670,250 381,181,254 France ENR RÉPARTIES 400,190,200 (16,948,264) 50 181,642,794 5,300,000 (52,942,527) 0 63,631,083 France EDF EN CANADA CAD1,000 CAD35,863,176 100 CAD1,000 70,322,323 CAD1,433,813 0 CAD4,642,312 Canada EnXco CORPORATION CANADA CAD1,000 CAD(2,213,422) 0 0 0 CAD(1,995,100) 0 CAD2,710,991 Canada EEN EGE 20,200,000 n.a. 100 20,200,000 0 n.a. 0 n.a. Turkey EDF EN GREECE 1,100,000 3,032,100 100 5,158,000 58,061,749 (1,799,393) 0 8,000 Greece EDF EN SA & CO ARGOLIDA 1LLP 5,000 3,776 95 4,750 0 0 0 0 Greece EEN HELLAS* 17,457,000 2,330,540 75 13,092,750 169,637,403 369,358 0 1,253,154 Greece AEOLIKI GRAVAS LTD 18,000 18,000 96 17,280 0 0 0 0 Greece AEOLIKI ALEPORAXHS LTD 18,000 18,000 96 17,280 0 0 0 0 Greece EDF EN ERGOTECH EPE 18,456 18,000 96 17,718 0 0 0 0 Greece SA EDF EN Potugal 400,000 (1,224,100) 100 400,000 54,606,973 4,334,736 0 1,218,451 Portugal SA SIIF ENERGIES IBERICA 1,350,000 (1,372,311) 100 0 99,917,337 379,838 0 1,023,748 Spain SRL EDF EN Italia 14,000,000 552,962 95 13,307,499 526,036,777 367,405 731,500 2,191,449 Italy SRL TERMO ENERGIA 10,000 n.a. 70 7,000 7,401 0 0 0 Italy SRL INVERSIONES EOLICAS* MXN163,753,000 MXN27,683,372 99 12,088,541 0 MXN(1,240,074) 0 0 Mexico EDF EN UK (FORMERLY WESTBURY United WINDFARMS LTD)* £33,094,000 £24,421,245 100 46,065,098 15,299,358 1,656,231 0 0 Kingdom

288 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Appendix 4 Parent Company fi nancial statements Table of subsidiaries and investments

Other Net book Loans and Net income Subsidiaries and shareholders’ value of advances in previous Dividends Revenues investments Share capital equity % held investments granted fi nancial year received excl. taxes Country EnXco AS DKK4,700,000 DKK(3,547,435) 100 2,472,047 0 DKK(820,862) 0 DKK53,000 Denmark United EnXco INC. USD267,703,990 USD127,981,646 100 208,157,071 115,764,404 USD(56,790,126) USD20,000,000 USD 4,408 States VERDESIS 1,863,000 744,823 69 2,729,242 7,499,961 (106,105) 0 10,203,408 Belgium CETO £100 n.a. 51 65 0 n.a. 0 n.a. CONNECT REUNION 3,000 n.a. 50 1,500 0 n.a. 0 0 France BASARBI RON4,170 n.a. 100 989 11,012 n.a. 0 n.a. Romania GALATI RON4,170 n.a. 100 989 181,243 n.a. 0 n.a. Romania HUSI RON4,170 n.a. 100 989 103,570 n.a. 0 n.a. Romania REETEC** 31,250 2,902,614 72 2,372,550 1,744,843 847,423 0 20,840,983 Germany 2. Investments (10- to 50%-owned) SAS LUC SUR ORBIEU 37,500 (8,367,666) 10 3,750 0 1,373,754 0 2,484,862 France SAS CASTANET 37,500 (8,653,189) 10 3,750 3,288,816 (7,637,278) 0 1,968,147 France SAS VILLESEQUE 37,500 (6,687,361) 10 3,750 0 7,398,914 0 11,653,919 France C-POWER* 147,637,471 (5,844.451) 18.23 26,983,529 20,155,383 (4,005,317) 0 n.a. Belgium ALCOGROUP 93,630,000 (2,540,239) 25 27,388,156 0 (168,445) 0 1,167,687 Belgium FRI EL RUFFANO 10,000 n.a. 26 2,600 0 n.a. 0 0 Italy n.a. = (not available). * = capital increase. ** = increase in percentage ownership.

Where the currency is not stated, the fi gures are shown in euros.

2010 Registration document • EDF Energies Nouvelles 289 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Cross-reference table

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 of Legislative or regulatory references Information required 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 of the French Business activities of the Company and its subsidiaries during Commercial Code the past fi nancial year. 9 Article L.233-6, sub-para. 2 of the French Business activities and results of operations of the entire Commercial Code Company and its subsidiaries by business segment. 9; 20.1 Article L.225-100 sub-para. 3 (1st sentence) and Information about trends in business, results and the fi nancial sub- para. 5 of the French Commercial Code and Article position of the Company and the Group (notably the debt L.225- 100-2 sub-para. 1 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 Commercial Code and Article L.225-100-2 sub-para. 2 guidance about the use of fi nancial instruments by the and 4 of the French Commercial Code Company 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. 20.1 (note 3.3) Article L.233-6, sub-para. 1 of the French Acquisitions of signifi cant shareholdings during the year in Commercial Code companies having their head offi ce in France. 9.7.5 Article R.225-102, sub-para. 2 of the French Commercial Code Table showing the fi ve-year fi nancial highlights of the Company 9.7.4 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 Summary table of currently valid delegations of powers Article L.225-100, sub-para. 7 of the French granted by the Annual General Meeting with respect to capital Commercial Code increases. 21.1.5 Statement of possible adjustments for shares conferring Articles R.228-90 and R.228-91 of the French rights to the capital in the event of share buybacks or fi nancial Commercial Code 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. Information likely to have an impact in the event of a public 4.3; 15.1.3; 18; 21.1.3; 21.1.5; Article L.225-100-3 of the French Commercial Code 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

290 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Cross-reference table

Chapters or sections of Legislative or regulatory references Information required the Registration document IV - Information about offi cers and directors List of all the terms of offi ce and duties performed at each company by each of the offi cers and directors during the Article L.225-102-1 of the French Commercial Code fi nancial year. 14; appendix 3 Compensation and benefi ts of any kind paid during the fi nancial year to any offi cer or director by the Company, the Article L.225-102-1 of the French Commercial Code companies 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 R.225-185 sub-para. 4 of the French require them to hold all or part 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 Information about transactions by managers and related Code article 223–26 of the AMF General Regulation parties 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 their Commercial Code 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 Specifi c information for companies operating at least one Article L.225-102-2 of the French Commercial Code facility classifi ed as a high-threshold Seveso installation n.a.

CROSS-REFERENCE TABLE WITH THE 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 of Information required 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

2010 Registration document • EDF Energies Nouvelles 291 WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 292 2010 Registration document • EDF Energies Nouvelles WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 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: The Crew Paris WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Tel: +33(0)1 40902300-Fax:+33(0)166 92932 ParisLaDéfenseCedex 100, EsplanadeduGénéraldeGaulle Cœur Défense–Tour B %$&%NERGIES.OUVELLES WWWEDF ENERGIES NOUVELLESCOM RCS NanterreB379677 636 Limited companywith capital of € 124 109465,60

WorldReginfo - edcb159b-68f3-4915-a724-555f931f3711 Financial Department April 2011