NHOA : Universal Registration Document 2023 Download EN

Dated April 12, 2024

NHOA S.A.

French société anonyme with a Board of Directors and a share capital of € 55,039, 352

Registered office : 28, rue de Londres, 75009 Paris, France

Paris Trade and Companies Register - 808 631 691

2023 UNIVERSAL REGISTRATION DOCUMENT

This Universal Registration Document has been filed on April 12, 2024 with the Autorité des Marchés Financiers ("AMF"), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a security note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole then formed is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This is a free translation into English of the official version of the Universal Registration Document of the Company issued in French filed with the AMF on April 12, 2024 and available at the registered office of the Company, located at 28, rue de Londres, 75009 Paris, as well as at the premises of the controlled Italian entities, located in Piazzale Lodi, 3 - 20137 Milan, Italy, and on NHOA's website (www.nhoa.energy) and on the website of the AMF (www.amf-france.org/fr).

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	INDEX OF CONTEXT
SECTION	PAGE

1.	PERSONS RESPONSIBLE	17
1.1	PERSON RESPONSIBLE UNDER THE UNIVERSAL REGISTRATION DOCUMENT	17

1.2 STATEMENT OF THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION

DOCUMENT AND THE ANNUAL FINANCIAL REPORT	17
2	STATUTORY AUDITORS	18
2.1	INFORMATION ON STATUTORY AUDITORS	18
3	RISK FACTORS	19
3.1	RISKS RELATED TO THE ENVIRONMENT IN WHICH NHOA OPERATES	21
3.2	RISKS RELATED TO THE ACTIVITIES OF NHOA	26
3.3	FINANCIAL RISKS	40
4	INFORMATION ABOUT THE ISSUER	49
4.1	CORPORATE NAME OF THE COMPANY	49

4.2 PLACE AND REGISTRATION NUMBER OF THE COMPANY, SIRET NUMBER, VAT

NUMBER AND LEGAL ENTITY IDENTIFIER ('LEI')	49
4.3 DATE OF INCORPORATION AND DURATION OF THE COMPANY	49

4.4 CORPORATE SEAT OF THE COMPANY, APPLICABLE LEGISLATION, ADDRESS,

TELEPHONE NUMBER AND WEBSITE OF THE COMPANY	49
5	PRESENTATION OF NHOA GROUP	50
5.1	INTRODUCTION	50
5.2	BUSINESS MODEL FOLLOWING THE TCC ACQUISITION	50
5.3	TECHNOLOGY PORTFOLIO	54
5.4	BUSINESS OVERVIEW BY GLOBAL BUSINESS UNITS	59
5.5	BUSINESS STRATEGY AND OBJECTIVES	92

5.6 DEPENDENCE ON PATENTS OR LICENCE, INDUSTRIAL, COMMERCIAL OR FINANCIAL

CONTRACTS OR NEW MANUFACTURING PROCESSES	92
5.7	INVESTMENTS	92
5.7.1	MAJOR INVESTMENTS	92
5.7.2	INVESTMENTS IN PROGRESS AND FUTURE ONES	92
5.8	RELEVANT JOINT VENTURES AND UNDERTAKINGS	93
5.9	RELEVANT ENVIRONMENTAL ISSUES	93
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5.10 GENERAL DATA PROTECTION REGULATION, CYBERSECURITY AND INFORMATION

SYSTEMS	94
6	ORGANISATIONAL STRUCTURE	98
6.1	ORGANISATIONAL STRUCTURE	98
6.2	THE NHOA GROUP	98
7	OPERATING AND FINANCIAL REVIEW FOR THE FINANCIAL YEARS ENDED ON 31
DECEMBER 2022 AND 2023	109
7.1	INTRODUCTION, CHANGES IN THE CONSOLIDATION PERIMETER	109
7.2	IMPORTANT EVENTS DURING THE PERIOD	115
7.3	SUBSEQUENT EVENTS	122

1. PRESENTATION OF THE PRINCIPAL ITEMS OF THE CONSOLIDATED INCOME STATEMENT AND COMPARISON OF FINANCIAL PERIOD ENDED 31 DECEMBER 2023 AND 2022
   123
2. RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 134
3. NON FINANCIAL KPI FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 R&D

PLAN AND NUMBER OF NEW PATENTS AND TRADE SECRETS	139
7.7	2023 TRADING AND OPERATIONAL UPDATED	141
8	CASH FLOW AND SHARE CAPITAL OF NHOA	145
8.1	FINANCIAL SOURCES OF THE NHOA GROUP AND NET FINANCIAL POSITION	145
8.2	RESTRICTIONS ON THE USE OF THE CAPITAL	153
8.3	EXPECTED SOURCES OF FINANCING	153
9	REGULATIONS APPLICABLE TO NHOA	154
9.1	GENERAL REGULATORY ENVIRONMENT APPLICABLE TO NHOA	154
9.2	REGULATION APPLICABLE TO NHOA GROUP PRODUCTS AND SYSTEMS	154
10	TREND INFORMATION	159
10.1	KEY TRENDS	159

10.2 KNOWN TRENDS, UNCERTAINTIES, COMMITMENT REQUESTS AND EVENTS

REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON THE COMPANY'S PROSPECTS	160
11	FORWARD LOOKING INFORMATION, PROFIT FORECASTS, LONG-TERM OUTLOOK AND
STRATEGIC AMBITION	164
11.1	INTRODUCTION	164
11.2	LONG-TERM OUTLOOK FOR THE ENERGY STORAGE AND E-MOBILITY BUS	164
12.	ADMINISTRATIVE AND EXECUTIVE BODIES	171
12.1	BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER	171
12.2	MISSION OF THE BOARD OF DIRECTORS	185
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12.3	MEETINGS OF THE BOARD OF DIRECTORS	186
12.4	MAJOR ACCOMPLISHMENT OF THE BOARD OF DIRECTORS	186
12.5	ATTENDANCE AND PARTICIPATION RATE TO THE BOARD OF DIRECTORS	187
12.6	THE CHAIRMAN AND THE INTERNAL RULES OF THE BOARD OF DIRECTORS	188
12.7	ASSESSMENT OF THE OPERATIONS OF THE BOARD OF DIRECTORS	188
12.8	INFORMATION PROVIDED TO THE BOARD OF DIRECTORS	188
12.9	COMMITTEES	189
12.10	DIRECTORS' INDEPENDENCE	189
12.11	ABSENCE OF CONFLICTS OF INTERESTS	190
12.12	ABSENCE OF CONVICTIONS OR OFFICIAL SANCTIONS, OR DISQUALIFICATION
DECISION	190
12.13	SEPARATION OF THE CHIEF EXECUTIVE OFFICER FROM THE CHAIRMAN ROLE	191
12.14	THE LEADERSHIP TEAM	191

12.15 INFORMATION REFERRED TO UNDER ARTICLE L. 22-10-11 OF THE FRENCH

COMMERCIAL CODE	192
13	REMUNERATION AND BENEFITS	194

13.1 GENERAL PRINCIPLES OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE

OFFICERS

194

13.2 COMPONENTS OF THE TOTAL COMPENSATION PAID OR AWARDED DURING THE

FINANCIAL YEAR 2023 (OVERALL EX POST VOTE)	196
13.3	NON-EXECUTIVE DIRECTORS COMPENSATION POLICY	197
13.4 CHAIRMAN OF THE BOARD OF DIRECTORS COMPENSATION POLICY	201
13.5	CEO COMPENSATION POLICY	201
13.6	FORMER GM COMPENSATION POLICY	211

13.7 COMPONENTS OF THE TOTAL COMPENSATION PAID OR AWARDED DURING THE

FINANCIAL YEAR 2023 - EX POST VOTES	215
14	FUNCTIONING OF ADMINISTRATIVE AND EXECUTIVE BODIES	222

14.1 MANAGEMENT OF THE COMPANY (MEMBERS OF THE MANAGEMENT AND OF THE

BOARD OF DIRECTORS)

222

14.2 INFORMATION ON THE AGREEMENTS BINDING ON THE DIRECTORS AND THE

COMPANY	222
14.3	SPECIALISED COMMITTEES	222
14.4 THE AD HOC COMMITTEES	226
14.5 TRANSACTIONS BY MEMBERS OF THE MANAGEMENT OR OF THE BOARD OF DIRECTORS
ON THE SHARES OF THE COMPANY (OR PERSONS RELATED TO THEM)	231
14.6	CORPORATE GOVERNANCE	231
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14.7 POTENTIAL MATERIAL IMPACTS ON THE CORPORATE GOVERNANCE, INCLUDING FUTURE CHANGES IN THE BOARD AND COMMITTEE'S COMPOSITION (IN SO FAR AS THIS HAS

BEEN ALREADY DECIDED BY THE BOARD AND/OR ANNUAL GENERAL MEETING)	232
14.8	INFORMATION ON CONTROL AND RISK MANAGEMENT PROCEDURES	233
15	EMPLOYEES	236
15.1	NUMBER AND ALLOCATION OF EMPLOYEES BY POSITION	236
15.2	HOLDINGS AND STOCK OPTIONS HELD BY NHOA EXECUTIVES AND EMPLOYEES ...	237
15.3	PROFIT SHARING AND PARTICIPATION AGREEMENTS	237
16	PRINCIPAL SHAREHOLDERS	238
16.1	OWNERSHIP OF THE SHARE CAPITAL	238

16.2 CHANGE IN SHAREHOLDING DURING THE FINANCIAL YEAR 2023 AND INFORMATION

ON THE CROSSING OF LEGAL AND STATUTORY THRESHOLDS	238
16.3	VOTING RIGHTS OF THE PRINCIPAL SHAREHOLDERS	239
16.4	CONTROL OF THE COMPANY	239
16.5	AGREEMENTS LIKELY TO ENTAIL A CHANGE OF CONTROL	239
17	RELATED PARTY TRANSACTIONS	240
17.1	INTRA-GROUP OPERATIONS	240
17.2 SIGNIFICANT AGREEMENTS CONCLUDED WITH RELATED PARTIES	241

17.3 SPECIAL REPORTS BY THE STATUTORY AUDITORS ON REGULATED AGREEMENTS 242

18	FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS, FINANCIAL
SITUATION AND RESULTS	243

18.1 CONSOLIDATED FINANCIAL STATEMENTS OF NHOA FOR THE FINANCIAL YEAR

ENDED 31 DECEMBER 2023	243
18.2	COMPANY'S ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 ....	243
18.3	DATE OF THE LAST FINANCIAL INFORMATION	243
18.4	DIVIDEND DISTRIBUTION POLICY	243
18.5	JUDICIAL PROCEEDINGS AND ARBITRATION	243
18.6	SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL SITUATION	243
19	SUPPLEMENTARY INFORMATION	244
19.1	SHARE CAPITAL	244
19.2	ARTICLES OF INCORPORATION AND ARTICLES OF ASSOCIATION	247
20	MATERIAL AGREEMENTS	250
20.1	SUMMARY OF MATERIAL AGREEMENTS	250

20.2 SUMMARY OF AGREEMENTS CONCLUDED UNDER EXTRAORDINARY CONDITIONS..253

21	DOCUMENTS ACCESSIBLE TO THE PUBLIC	254
22	REFERENCE TABLES	255
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ANNEX 1 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FY 2023 AND
STATUTORY AUDITORS' REPORT	267
ANNEXE 2 - STATUTORY ACCOUNTS FY 2022 AND THE STATUTORY AUDITORS'S REPORT ON
STATUTORY FY 2022	344
ANNEX 3 - SPECIAL REPORT ON REGULATED AGREEMENTS FY 2023…………………………….377

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GENERAL REMARKS

DEFINITIONS

In this Universal Registration Document, unless specified otherwise the terms below have the following meanings:

• 2021 Annual General Meeting means the annual meeting of the shareholders of the Company that took place on 25 June 2021.
• 2022 Annual General Meeting means the annual meeting of the shareholders of the Company that took place on 23 June 2022.
• 2023 Annual General Meeting means the annual meeting of the shareholders of the Company that took place on 15 June 2023.
• AC means Alternate Current.
• Adjusted Financial Position is a business valuation indicator that reflects the company's overall financial position in absolute terms by including VAT receivables, cash collateral and trade WC.
• AMF means the Autorité des marchés financiers as French financial markets authority.
• Atlante means Atlante S.r.l. an Italian Limited Liability company with its registered office located at Piazzale Lodi, 3 - 20137 Milan, Italy, and registered with the Trade and Companies Registry of Milano Monza Brianza Lodi under number 12023950962.
• Atlante France means Atlante France S.A.S., a French Société par Actions Simplifiée with its registered office located at 93 Boulevard Haussmann - 75008 Paris, France, and registered with the Trade and Companies Registry of Paris under number 911482628.
• Atlante Iberia means Atlante Iberia S.L., a Spanish Limited Liability company with its registered office located at CL de París, 45 - 08029 Barcelona, Spain, and registered with the Trade and Companies Registry of Barcelona under NIF B09817859.
• Atlante INFRA Portugal S.A. means Atlante INFRA Portugal S.A. (formerly Kilometer Low Cost S.A.), a Portuguese Société Anonyme with its registered office in Centro Empresarial Torres de Lisboa, Torre G, Rua Tomás da Fonseca, parish of São Domingos de Benfica, 1600-209 Lisbon, Portugal and registered with the Trade and Companies Registry of Lisbon under NIPC 513989536.
• Atlante Italia means Atlante Italia S.r.l., an Italian company with registered office in Piazzale Lodi, 3 - 20137 Milan, registered with the Milan, Monza, Brianza Trade and Companies Registry under number 04669150163 .
• Atlante Portugal means Atlante Fast Charging Portugal, Unipessoal LDA, a Portuguese Limited Liability company with its registered office located at Centro Empresarial Torres de Lisboa, Torre G, Rua Tomás da Fonseca, Freguesia de São Domingos de Benfica, 1600-209 Lisbon, Portugal, and registered with the Trade and Companies Registrer of Lisbon under NIPC 517069474;
• Atlante Project means the project presented by NHOA on 23 July 2021, aiming at developing a large fast charging network in Europe, and integrating storage systems and a technology that could stabilise national electrical grids.

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• ALPIS means Alpis S.A.S., a French simplified joint stock company whose head office is located at 93 Boulevard Haussman, Paris 75008, France and registered in the Paris Trade and Companies Register under number 981 947 674.
• Backlog means, as of a given date, the estimated revenues and other income attributable to (1) purchase orders received, contracts signed and projects awarded as of the date hereof, and (2) Project Development contracts associated with a Power Purchase Agreement, where the agreed value is a price per kWh of electricity and an amount of MW to be installed. When any contract or project has started its execution, the amount recognized as Backlog is computed as (A) the transaction price of the relevant purchase orders, contracts or projects under (1) and (2) above, less (B) the amount of revenues allocated, as of the reference date, in accordance with IFRS 15 (representing the amount of transaction price allocated to the performance obligations carried out at the reference date).
• Balance of System means the management and optimization technology platform composed of power and control electronics coupled with intelligent software.
• BESS means Battery Energy Storage Systems.
• BMS means Battery Management System.
• Board of Directors means the Conseil d'Administration of the Company, unless the context otherwise requires, in place and as composed as at the date of publication of this Universal Registration Document.
• BU means the business units of NHOA Group, namely Energy Storage BU, e-Mobility BU, EV Infrastructure BU.
• CEO means Chief Executive Officer.
• CO2 means Carbon Dioxide.
• Consolidated Financial Statements of the NHOA Group means the annual consolidated financial statements of the Company prepared in accordance with IFRS norms as adopted by the European Union on fiscal year, 2021, 2022 and 2023. The Consolidated Financial Statements for the year ended 31 December 2021 and the year ended on 31 December 2022 are incorporated by reference herein.
• Contracts Secured means projects awarded for which the signature of the full sets of the agreements has not been yet completed. Typically, when NHOA is awarded with a tender, typically being project financing, there are several steps to be completed (i.e. the EPC Agreement, the Notice to Proceed, permission to be signed). "Contracts Secured" are no longer part of the "Pipeline" but are not yet part of the "Backlog". They will do so only once terms of documentation and planning permissions are defined.
• DC means Continuous Current.
• Demand Response means an opportunity for consumers to play a significant role in the operation of the electric grid by reducing or shifting their electricity usage during peak periods in response to time-based rates or other forms of financial incentives. Demand Response programmes are being used by electricity system planners and operators as resource options for balancing supply and demand. Such programmes can lower the cost of electricity in wholesale markets, and in turn, lead to lower retail rates. Methods

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of engaging customers in Demand Response efforts include offering time-based rates such as time-of-use pricing, critical peak pricing, variable peak pricing, real time pricing, and critical peak rebates. It also includes direct load control programmes that give power companies the ability to cycle air conditioners and water heaters on and off during periods of peak demand, in exchange for a financial incentive and lower electricity bills.

• DER means Distributed Energy Resources.
• DSO means Distribution System Operation.
• easyWallbox means a special residential EV charging station developed and patented by NHOA.
• EIB means the European Investment Bank.
• Electric and Hybrid Vehicles means vehicles operating by battery and vehicles combining both electric vehicle transmission and an Internal Combustion Engine ("ICE").
• EMS means Energy Management System.
• ENGIE means ENGIE S.A., a société anonyme incorporated under the laws of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 107 651 and having its registered office located at 1 place Samuel de Champlain, 92400 Courbevoie, France.
• Energy Density means quantity of energy which may be delivered with regard to the volume or to the mass of the source of energy considered.
• Energy Storage BU means the business unit of the NHOA Group dedicated to energy storage, represented by NHOA Energy and its subsidiaries.
• EPC means engineering, procurement and construction contract.
• EPS Manufacturing means Electro Power Systems Manufacturing S.r.l. (formerly Electro Power Systems S.p.A.), an Italian limited liability company with its registered office located at Via Anton Francesco Grazzini, 14, 20158 Milan, Italy, and registered with the Trade and Companies Registry of Milano, Italy under the number MI - 2073745.
• EPS India means Electro Power Systems India Private Limited, a limited liability company with its registered office located K-61 Basement, Jangpura Extension, 110014, New Delhi (India).
• Euronext Paris means the regulated market of Euronext Paris.
• EV means Electric Vehicle.
• EV Fastcharging Network BU means the business unit of the NHOA Group dedicated to EV Infrastructure, represented by Atlante and its subsidiaries.
• e-Mobility means control techniques for the management of devices in full Electric and Hybrid Vehicles in collaboration with suppliers of electrical devices qualified as suppliers in the automotive sector.
• e-MobilityBU means the business unit of the NHOA Group dedicated to e-mobility, represented by F2MeS and its subsidiaries.

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