2020 Universal Registration Document CONTENT PRESENTATION OF VOLTALIA’S 4.7 Service contracts between members 1 of the administrative and management BUSINESS 13 bodies of Voltalia 140 1.1 Key events in the development 4.8 Human resources 142 of the Voltalia Group 14 4.9 Interests and stock options of directors 1.2 Presentation of Voltalia’s activities and officers 142 and business model 16 4.10 Information on the reappointment 1.3 Operational structure of the Voltalia Group 29 of the Statutory Auditors 142 1.4 Market environment 31 4.11 Equity interests of the employees 1.5 Significant contracts 41 in the capital of the Company 142 1.6 Information from third parties, expert opinions 4.12 Statutory auditors’ special report and declarations of interest 43 on regulated party agreements and commitments 143 RISK FACTORS AND RISK 2 MANAGEMENT REPORT 147 MANAGEMENT 45 5 5.1 General presentation of net profit 2.1 Risk management and internal control and financial position 148 procedures 46 5.2 Highlights and events after the closing date 152 2.2 Risk factors 49 5.3 Information on the capital, liquidity 2.3 Main legal proceedings 60 and sources of financing 152 2.4 Insurance 60 5.4 Trends 153 5.5 Earnings projections or estimates 154 5.6 Known trends, uncertainties, commitments or events reasonably likely to influence STATEMENT OF NON-FINANCIAL the Company's outlook 154 3 PERFORMANCE 61 5.7 Significant change in the issuer's financial or trading position 154 3.1 A CSR approach fully integrated into the company’s strategy 62 3.2 Improving the global environment 67 3.3 Fostering local development 78 CONSOLIDATED FINANCIAL 3.4 Our teams: the source of our success 84 6 STATEMENTS 155 3.5 Other social indicators 95 3.6 Note on methodology 100 6.1 Financial statements 156 3.7 Report by the independent third party on 6.2 Notes to the consolidated financial statements 162 the consolidated non‑financial statement 106 6.3 Statutory Auditors’ report on the consolidated financial statements 218 GOVERNANCE 109 4 ANNUAL FINANCIAL STATEMENTS 4.1 Corporate governance 110 7 4.2 Board of Directors and Special Committees 122 OF VOLTALIA SA 223 4.3 Conflicts of interest within management bodies 126 7.1 Balance sheet as of 31 December 2020 224 4.4 Compensation of directors and executives 127 7.2 Income statement as of 31 December 2020 226 4.5 Pensions and other benefits 140 7.3 Appendices 228 4.6 Summary of transactions by executives 7.4 Statutory Auditors’ report on the annual and persons mentioned in Article L. 621-18-2 financial statements 250 of the French Monetary and Financial Code 140 INFORMATION ABOUT THE 8 COMPANY AND THE SHARE CAPITAL 255 8.1 General information about Voltalia 257 8.2 Share capital 257 UNIVERSAL 8.3 Major shareholders 258 8.4 Share capital history 259 8.5 Changes in shareholder structure and voting REGISTRATION rights over the last three financial years 260 8.6 Major shareholders not represented on the Board of Directors 261 DOCUMENT 8.7 Control of the Company 261 8.8 Agreements which could result in change of control 261 2020 8.9 Factors likely to have an impact in the event of a public offer 262 8.10 Non-equity securities 263 8.11 Acquisition by the Company of its own shares 263 8.12 Securities conferring a right to a share of the capital 264 8.13 Summary of dilutive instruments 264 8.14 Authorised capital 265 8.15 Information on the capital of any member of the Company that is subject to an option or a conditional or unconditional agreement to place it under option 268 8.16 Memorandum and articles of association 268 8.17 Voting rights of the major shareholders 273 8.18 Statement of pledges of Company shares 273 8.19 Share disposals (Article R. 233-19- 2) 273 8.20 Intra-group transactions 273 8.21 Related-party transactions 273 9 ADDITIONAL INFORMATION 275 9.1 Persons responsible for the Universal Registration Document and auditing the financial statements 276 9.2 Documents available to the public 277 9.3 Cross-reference tables 278 The Universal Registration Document was filed with the AMF on 19 April 2021, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of the said Regulation. The Universal Registration Document may be used for the purposes of a public offer of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a transaction note and, where applicable, a summary and any amendments to the Universal Registration Document. The resulting package is approved by the AMF in accordance with Regulation (EU) 2017/1129. Copies of the Universal Registration Document are available free of charge at the registered office of the company. The Universal Registration Document is also available on the company’s website (www.voltalia.com) and on the website of the French Financial Markets Authority (www. amf-france.org). PROFILE Voltalia, an international player in the renewable energy market Voltalia is both an independent energy producer that relies on its own wind farms and solar, hydro, biomass and storage plants, and a provider of services across the value chain. IT HAS EXPERTISE IN FIVE TECHNOLOGIES WIND SOLAR HYDRO BIOMASS STORAGE Wind force is used Energy is produced Hydropower has Harnessing the heat Energy storage to generate through sunlight historically been the released by the helps to electricity in wind captured by solar largest source of combustion of plant counterbalance the turbines. panels. renewable energy. It matter, especially intermittent nature This energy has A sharp decline in is also conducive to wood, biomass of renewable higher capacity costs is making storage. enables continuous energy. factors than solar, solar power Voltalia specialises electricity These days, battery but it generally increasingly in small run-of-the- production. storage is the most requires longer competitive river hydropower Priority is placed on common solution. development time wherever the sun stations, without sustainably and greater shines. dams. managing the investment. resources used to power Voltalia’s plants. ROBUST GROWTH IN 2020 Total revenues EBITDA €163.1 million million Energy sales million €233.5 €97.5 + 33% + 50% at current exchange rates €136.5 million at current exchange rates Services (before eliminations of services provided internally) 2 - 2020 Universal Registration Document - VOLTALIA MAJOR MILESTONES ACHIEVED IN 2020 GW GW GW in1.4 operation of2.4 assets under Pipeline9.7 and under management for of projects construction third parties ACROSS THE WORLD Metropolitan France Jordan Belgium United Kingdom ) Thermal + solar * ( French Guiana Egypt * Brazil VOLTALIA OFFICES Portugal Greece Italy Spain INSTALLED CAPACITY BY TECHNOLOGY INSTALLED CAPACITY BY REGION (IN MW) (IN MW) 24.4% 67.1% Solar Latin America 2.7% 8.8% Biomass, Hydro and Storage Africa and rest of the world 72.9% 24.1% Wind Europe 2020 Universal Registration Document - VOLTALIA - 3 PROFILE Voltalia, a success story since 2005 oltalia’s story began in French Guiana, when two French engineer-entrepreneurs decided to develop a hydropower plant project for EDF. Building on the success of this project, Robert Dardanne founded Voltalia in 2005 Vwith a single ambition: to produce carbon-free elec- tricity from all renewable technologies, specifically in French Guiana. He gathered a group of people around him – many of whom are still with the Company – and they launched Voltalia. 1,130+employees The Voltalia teams made a discovery in neighbouring Brazil that changed the Company’s profile: the enor- mous wind potential of Nordeste, the northeastern region of the country. The teams set to work tena- ciously developing projects in the region, and their ingenuity was rewarded: beginning in 2011, the Company won contracts for several hundred meg- was becoming competitive, and Services. The acqui- awatts of wind projects. These successes catapulted sition of Martifer Solar in 2016 tripled Voltalia’s size and Voltalia, a start-up, into a new realm. opened Voltalia up to ten new countries. 20countries Meanwhile, the Mulliez family’s acquisition of a stake Collaborating with a growing number of stakeholders in 2009 provided the Company with resources to help (local communities, partners and customers), Voltalia it grow. After Sébastien Clerc took the helm in 2011, places integrity at the centre of its course of action, Voltalia was able to speed up its strategic develop- reflecting the strict ethical standards of its sharehold- ments, especially in terms of growth in solar, which ers, managers and employees. Inspired by its teams, Voltalia shaped the mission that drives all Voltalians to promote the energy transition and deepen the Company's local engagement: OUR VALUES “improve the global environment, foster local devel- opment.” This mission, which is now written into the Company's Articles of Association, has become the Group’s corporate purpose. Integrity Voltalia turned 15 in 2020, and now has 1,130 employ- ees in 20 countries. The French start-up has become a leading international player in the renewable energy sector. While Voltalia continues to expand Team quickly, it is committed to preserving its corporate Ingenuity spirit culture and its culture of entrepreneurship, ingenuity, team spirit and integrity, the four founding values that have played a vital role in the Company’s success. Entrepre- neurship 4 - 2020 Universal Registration Document - VOLTALIA INTERVIEW Our continued growth is guaranteed With an integrated model that sets it apart, robust operating and financial performances in 2020 and a 9.7 GW project portfolio, Voltalia is reasserting its medium-term growth ambitions.