Universal Registration Document

UNIVERSAL 2019, including REGISTRATION the annual financial report DOCUMENT Sommaire INTRODUCTION 1 5 SUSTAINABLE DEVELOPMENT AND CORPORATE SOCIAL RESPONSIBILITY* 190 Who we are 2 Message from the chairman and chief executive officer 3 5.1 Vision, policies and organization* 192 The group’s performance in 2019 4 5.2 Main risks with regard to corporate social 2019 key events 6 and environmental responsibility* 193 A multi-local leader 8 5.3 Health and safety at the heart of the Group’s preoccupations* 194 A pure player of renewable energies 10 5.4 Dialogue of quality with local communities* 195 Focus on storage 12 5.5 Ethical and responsible practices all along Social and environmental responsibility 14 the value chain* 196 Shareholders 16 5.6 A proactive environmental policy* 197 Governance 18 5.7 Attracting and developing talents* 198 5.8 Report of the independent third-party body* 203 1 PRESENTATION 20 5.9 Vigilance plan* 204 1.1 Overall presentation* 22 1.2 Description of the renewable energy market 28 6 REPORT ON CORPORATE GOVERNANCE* 206 1.3 Neoen’s business 34 1.4 Intellectual property* 53 6.1 State of governance* 208 6.2 Organisation of corporate governance* 215 2 BUSINESS REPORT 54 6.3 Remuneration of corporate officers* 227 6.4 Other information* 248 2.1 Alternative performance indicators and operating data 56 2.2 Analysis of operations and results 58 7 CAPITAL AND SHAREHOLDING STRUCTURE 254 2.3 Financing and investments 71 2.4 Information on trends and objectives 80 7.1 Information on the Company* 256 2.5 Significant change in the Issuer’s financial 7.2 Capital* 257 or trading position 80 7.3 Shareholding structure* 262 2.6 Other information 81 7.4 Securities market and relations with shareholders 264 3 RISK FACTORS* 88 8 GENERAL SHAREHOLDERS’ MEETING 268 3.1 Risks and uncertainties* 90 8.1 Draft resolutions 270 3.2 Insurance and risk management* 105 8.2 Board of directors’ report on the draft resolutions 293 8.3 Statutory auditors’ reports on securities trading 309 4 FINANCIAL STATEMENTS AND 8.4 Statutory auditors’ special report on STATUTORY AUDITORS REPORTS* 112 regulated agreements 316 4.1 Neoen Group consolidated financial statements as of December 31, 2019* 114 9 ADDITIONAL INFORMATION 318 4.2 Statutory auditors’ certification report on the consolidated financial statements 9.1 Persons responsible 320 of Neoen Group as oF December 31, 2019* 165 9.2 Statutory auditors 320 4.3 Annual financial statements of Neoen S.A. 9.3 Historical financial information included as of December 31, 2019* 168 by reference 321 4.4 Statutory auditors’ certification report on the annual 9.4 Documents available to the public 321 financial statements of Neoen S.A. 9.5 Cross-reference tables 322 as of December 31, 2019* 188 9.6 Glossary* 328 Detailed chapter contents can be found at the beginning of each chapter. * This information forms an integral part of the Annual Financial Report as provided in the article L. 451-1-2 of the French Monetary and Financial Code. 2019 Universal Registration Document including the annual financial report Free translation of the French Document d’Enregistrement Universel incluant le rapport financier (Universal Registration Document including the annual financial report) of Neoen. By accepting this document, you acknowledge, and agree to be bound by, the following statements. This document is a translation of Neoen’s document d’enregistrement universel dated April 28, 2020, filed with the French Autorité des marchés financiers (“AMF”) under number D.20-0386 (the “Document d’Enregistrement Universel” or “Universal Registration Document”). The Document d’Enregistrement Universel, in its original French version, is publicly available at www.amf-france.org. This translation (the “Translation”) is provided for your convenience only. This Translation has not been prepared for use in connection with any offering of securities. It does not contain all of the information that an offering document would contain. None of Neoen or any of its respective officers, directors, employees or affiliates, or any person controlling any of them assumes any liability which may be based on this Translation or any omissions therefrom or errors or misstatements therein, and any such liability is hereby expressly disclaimed. This Translation does not constitute or form part of any offer to sell or the solicitation of an offer to purchase securities, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Persons into whose possession this Translation may come are required by Neoen to inform themselves about and to observe any restrictions as to the distribution of this Translation. Copies of the French Document d’Enregistrement Universel may be obtained free of charge at Neoen, 6 rue Ménars, 75002 Paris, France, as well as on the websites of Neoen (www.neoen.com) and of the AMF (www.amf-France.org). WHO WE ARE MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER Since its creation in 2008, in eleven years Neoen has imposed At the end of 2019 we are present in 14 countries. We are itself as an independent player of reference for renewable the leading independent producer of renewable energies energies worldwide. Our rapid and profitable growth has in Australia, El Salvador, Mozambique and Zambia and the been founded on the geographical and technological leading solar power producer in Jamaica. diversification of our assets and project portfolio, allowing more robust performance and development dynamics. Our company values form the basis of all our relations with business partners, customers and end- users. Our As the leading French independent producer of renewable more than 200-strong workforce embraces more than 30 energy, we develop our own projects, arrange their financing different nationalities and the values we share underpin our and project management and operate them for the long corporate identity and are borne out in the way we conduct term. Our business model involves retaining control over our day-to-day business. our assets and in 2019 we owned more than 89 % of the facilities we operated. This strategy allows us to guarantee the long-term quality and performance of our assets. OUR VALUES Audacity Integrity We believe we can become a world leader in We operate with integrity, whatever we do, whenever renewable energy. We have the audacity to operate and wherever we do it. We work with partners who globally, imagining, designing and implementing abide by the same rules. Our ethical approach is competitive, effective energy solutions. an asset in our worldwide operations. Commitment Esprit de corps We uphold all our commitments, internal and We are loyal to each other and form a close-knit external. We believe in hard work and take pleasure team. We are proud of our company, our goals and in seeing a good job well done. our accomplishments. 2 UNIVERSAL REGISTRATION DOCUMENT 2019 WHO WE ARE MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER Neoen is the leading French independent producer of renewable energy and one of the most dynamic worldwide XAVIER BARBARO Chairman and Chief executive officer Neoen now ranks among the world’s largest renewable energies companies. The Company has been listed with Euronext Paris since 2018 and at the end of 2019, with more than 3 GW of capacity in operation or under construction, is one of the leading and fastest-growing independent producers of exclusively renewable energy worldwide. In 2019, Neoen has been distinguished by its growth in all three of its technologies. During the past year, Neoen has added 369 MW of installed capacity, launched the construction of a further 745 MW and won almost 1 GW of new projects. In parallel, the Group’s development has been Thanks to the dynamism of our teams and the robustness pursued in 2019 with project launches and the inclusion of our strategy, we continue to offer strong growth potential of two new countries: Ireland and Ecuador. Between 2018 and clear visibility within a structurally promising industry. and 2019 our headcount has increased by more than 15 % In the coming years, we want Neoen to continue to grow from 184 to 213 employees. with a target of 5 GW in operation or under construction by the end of 2021. That growth will be achieved without Year after year, Neoen has confirmed the dynamic of its compromising our existing business model whilst still development and its capacity to renew the pipeline of proposing innovative new solutions integrating both solar projects capable of ultimately enriching its portfolio of assets. and wind power, storage and energy management. Our simultaneously robust and profitable growth is the fruit of our develop-to own business model. We cultivate local Entrepreneurial spirit, financial discipline and operating anchoring, retain our assets for the long term and operate excellence will also be cornerstones for the pursuit of our them in-house. mission: to design and implement the means to produce the most competitive renewable electricity, sustainably and As a pure player on renewable energies, we possess cutting- on a large scale. edge expertise across a full range of technologies (solar, wind and storage), and so we can handle very large-scale projects from start to finish, as we have done in Cestas (France), Hornsdale (Australia) or El Llano (Mexico). UNIVERSAL REGISTRATION DOCUMENT 2019 3 THE GROUP’S PERFORMANCE IN 2019 THE GROUP’S PERFORMANCE IN 2019 In 2019, Neoen has recorded strong new growth in its annual results and achieved its targets. Its revenue amounted to €253 million, an increase of 22 % over 2018. All the Group’s business segments and regions contributed to revenue growth, which is mainly attributable to the full- year contribution of assets commissioned in 2018 and to the contribution of new facilities commissioned in 2019.

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