Neoen : 21.03.2024 – Universal registration document 2023

U N I V E R S A L

R E G I S T R AT I O N D O C U M E N T

2 0 2 3 , i n c l u d i n g

t h e a n n u a l

f i n a n c i a l re p o r t

CONTENTS

	INTRODUCTION	3	5	SUSTAINABLE DEVELOPMENT
						AND CORPORATE SOCIAL
An exclusively renewable energy producer	4				RESPONSIBILITY*	200
A word from the chairman	5
5.1	Sustainability, at the heart of our organisation	202
Our expertise	6
5.2	Green Taxonomy: assessing the sustainability
Our resources	8
			of our activities	205
Key figures	11
5.3	Presentation of the main non-nancial risks	205
2023 Highlights	12
5.4	Our teams	207
Our ambition for 2025	14
5.5	Our projects	216
Governance	15
5.6	Our communities	221
			5.7	Reporting on Green Taxonomy Regulation	225
1	PRESENTATION	16
5.8	Non-financial indicators	229
			5.9	Methodological note	237
1.1	Overall presentation*	18
5.10	Report of the independent third-party body	239
1.2	Description of the renewable energy market	21
1.3	Neoen's business*	26
	6	CORPORATE GOVERNANCE REPORT*	244
1.4	Intellectual property*	46
			6.1	State of governance	246
2	COMMENTS ON THE FINANCIAL YEAR*	48
6.2	Organisation of corporate governance	256
2.1	Alternative performance indicators	50	6.3	Remuneration of all corporate officers	272
6.4	Other information	302
2.2	Information on key operating data	53
6.5	Statutory auditors' special report
2.3	Outlook and trends	54
			on regulated agreements	307
2.4	Analysis of operations and results	55
2.5	Financing and investments	69
7	CAPITAL AND SHAREHOLDING
2.6	Legal and arbitration proceedings	79
			STRUCTURE	310
2.7	Significant change in the issuer's financial
	or trading position	80	7.1	Information on the Company*	312
2.8	Other information	80
7.2	Capital*	313
			7.3	Shareholding structure*	323
3	RISK FACTORS AND MANAGEMENT*	86	7.4	Securities market and relations with shareholders	326
3.1	Main risk factors to which the Group is exposed	88
8	ADDITIONAL INFORMATION	330
3.2	Insurance and risk management	110
			8.1	Persons responsible	332
4	FINANCIAL STATEMENTS AND		8.2	Statutory auditors	332
	STATUTORY AUDITORS REPORTS*	116	8.3	Historical financial information included
4.1	Neoen Group consolidated financial statements					by reference	333
	8.4	Documents available to the public	333
	as of December 31st, 2023	118	8.5	Cross-references tables	334
4.2	Statutory auditors' certification report
	8.6	Glossary	340
	on the consolidated financial statements
	of Neoen Group as of December 31st, 2023	174

4.3 Annual financial statements of Neoen S.A.

as of December 31st, 2023	178
4.4 Statutory auditors' certification report
on the annual financial statements
of Neoen S.A. as of December 31st, 2023	197

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.

2023

Universal Registration

document

Including the annual financial report

This document is a free translation into English of the original 2023 Universal Registration Document issued in French language and is provided solely for information purposes. In case of discrepancy between the French and the English versions, the French language version of the Universal Registration Document shall prevail.

This Universal Registration Document has been filed on March 21, 2024 with the Autorité des Marchés Financiers (AMF), as competent authority under regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of 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 securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with regulation (EU) 2017/1129.

This Universal Registration Document including the Annual Financial Report is a reproduction of the official version which has been prepared in ESEF format and is available on the issuer's website https://www.neoen.com/en/ investors#regulated-information.

Copies of the Universal Registration Document may be obtained free of charge at Neoen, 22 rue Bayard, 75008 Paris, France, as well as on the websites of Neoen (www.neoen.com) and of the AMF (www.amf-France.org).

A N E X C L U S I V E L Y R E N E W A B L E E N E R G Y P R O D U C E R

Since the company was founded in 2008, Neoen has become a renowned independent player in the global renewable energy sector, with a presence in 16 countries at the end of 2023.

Our rapid and profitable growth stems from the diverse geographical and technological mix of our asset portfolio and our project pipeline, ensuring robust development and strong performance.

As one of the world's leading independent producers of exclusively renewable energy, we develop our own projects, arrange their financing and project management, and operate them over the long term.

Our business model is based on retaining control of our assets and we currently own over 93% of the facilities we operate. Thanks to this strategy, we guarantee the long-term quality and performance of our assets.

Audacity, integrity, commitment and esprit de corps: our company values form the basis of all our relations with business partners, customers and communities. Our 439-strong team includes people from 48 different nationalities and the values we share underpin our corporate identity and are borne out in the way we conduct our day-to-day business.

our mission

We deliver the most competitively-priced

renewable energy, sustainably and on a large scale

solar power

The sun is the most widely available source of energy on earth and the quickest to be deployed. Particularly competitive in many countries, solar power was Neoen's rst sector and remains our main business line.

wind power

Onshore wind farms are a mature source of highly competitive renewable energy. Our wind farm activity is currently focused on Australia, France, Finland, Sweden and Ireland where we have a substantial portfolio of projects in development.

storage

Energy storage is the answer to the intermittent nature of renewable energy sources, and a key part of our activities. Our 300 MW / 450 MWh Victorian Big Battery is one of the world's largest batteries. We now have storage units in Australia, France, Finland, Sweden and El Salvador.

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A W O R D F R O M T H E C H A I R M A N

"More than ever,

Neoen is taking its place

as a major player

in the energy sector."

Since Neoen was founded, we have taken a long-term approach towards the development of our projects, which has enabled growth that is strong and creates value. Six years into our listing on the Euronext Paris stock exchange, we continue to actively develop our portfolio and reached 8 GW of capacity in operation or under construction at the end of 2023, an increase of over 20% year on year. We are entirely condent in our ability to achieve our target of 10 GW in operation or under construction by 2025.

Our pure-player strategy centres on a balanced mix of three core renewable technologies - solar, onshore wind and storage. We also have a geographically diverse asset portfolio: 3.75 GW in operation or under construction in Australia, 1.6 GW in France and 1 GW in both Northern Europe as well as in the Americas. This strategy of diversication holds true for our future projects pipeline: in avoiding a concentration of our efforts on mega projects, we have been able to maintain a consistent and strong growth trajectory.

As a result of our expertise, we were awarded over 1,670 MW in new projects in 2023 across our technologies and our regions - Australia, Europe, and the Americas. Our team has grown to around 440 employees and our presence in each of our regions ensures we are as close as possible to our projects and have in-depth knowledge of our markets, allowing us to continually sharpen our competitive edge.

In 2023, we stepped up our investment in storage in Finland, Sweden and Australia. In particular, we are implementing a strategy to increase the duration of our batteries. Collie Battery in Western Australia is our rst asset with a four-hour duration.

Xavier Barbaro

Chairman and CEO

Having announced a net prot for the 13th consecutive year, Neoen continues to demonstrate its ability to combine growth and value creation. In 2023, we strengthened our nancial position with a successful rights issue in March to increase our ability to invest in our growth. Neoen has also pursued its farm-down strategy, that unlocked additional self-nancing capacity.

In a context of rising interest rates and some operational headwinds in the sector, in particular for companies who made different choices in terms of geographies and technologies, Neoen is holding its course: pursuing diversied, strong, reliable and value creating growth.

More than ever, Neoen is taking its place as a major player in the energy sector.

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O U R E X P E R T I S E

DEVELOP AND DESIGN

We start by assessing the feasibility of a potential site in terms of its environmental, social, economic, and technical aspects. This includes engaging with stakeholders, neighbouring residents and the local community as well as elected representatives and government agencies. We do extensive studies to understand the site and we secure the necessary government approvals.

INVEST AND IMPLEMENT

We finance our projects through a combination of equity and long-term debt. We supervise the construction of our power plants to ensure their high quality and we deal only with industry leading suppliers.

OWN AND OPERATE

We own our plants and operate them in our own name over the long term. They are monitored in real time by our team of specialists. Our growing portfolio of assets combined with our energy management expertise affords us the ability to craft integrated energy solutions for our customers.

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O U R E X P E R T I S E

DEVELOP AND DESIGN

Choose site	Meet local	Meet local	Feasibility studies:
	landowners	neighbours	resources, connection,

environmental surveys

	Inform local
INVEST AND IMPLEMENT
communities

Sign PPA	Sign grid connection	Government	Public survey	Submit requests
or win project	agreement	approval	of local	for permits
			residents
Appoint suppliers
and contractors
Inform locals of job
opportunities

Close	Hire local	Prepare	Carry out construction
financing	workers	site	Update locals on
					work-in-progress
					Test and obtain
		OWN AND OPERATE
				approval

Celebrate with local

Launch

Generate

Connect to

community

benefit-sharing program

electricity

the grid

Operate and

maintain the plant

Manage land and

develop farming

Start a

new project

Organise

Monitor

Local community

Lifespan of

Repower or

site visits

environment

benefit-sharing

the plant: at least 30

remove after

program

years(1)

30+ years

(1) for solar and wind farms, 20 years for batteries

Recycling

U N I V E R S A L R E G I S T R AT I O N D O C U M E N T 2 0 2 3

7

O U R R E S O U R C E S

A LEADING PLAYER IN MANY COUNTRIES

Neoen is one of the world's leading renewable power producers, the leading French renewable IPP in France and Australia's #1 renewable energy producer.

Neoen focuses on organic growth by empowering local teams who drive the development of new projects.

3

Regions

15 28

CountriesOffices

Assets in operation or under construction Projects awarded Projects under development

Construction of the Metoro plant (41 MWp) has been permanently suspended, and the asset is currently being sold.

Information at February 29, 2024

A UNIQUE WORKFORCE

439	35
Employees	Average age

33.7% 48

WomenNationalities

As of December 31, 2023

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O U R R E S O U R C E S

U N I V E R S A L R E G I S T R AT I O N D O C U M E N T 2 0 2 3	9

O U R R E S O U R C E S

SHAREHOLDING STRUCTURE AS OF DECEMBER 31, 2023

4.39% Bpifrance

6.92% FSP

	Number
42.17% Impala*	of shares
	152,122,449

45.24% Free float

1.28% Cartusia / Mr. Xavier Barbaro*

* Impala and Cartusia are acting in concert.

Cartusia is a long-term investment vehicle controlled by Mr. Xavier Barbaro and his family.

42.17%

Impala, a group owned and managed by Jacques Veyrat and his family, invests in projects with strong development potential, in a range of sectors, with varying levels of investment: Energy (Neoen, Tag Energy), Technological solutions (Technoplus Industries, Edgyn, Inexto), Cosmetics (Laboratoire Native - owner of Roger Gallet, Lierac and Phyto, Pharma and Beauty Group and Augustinus Bader), Culture, Entertainment and Fashion brands (Pullin, l'Exception, Rosa Bonheur and La Caserne), Finance (Eiffel Investment Group, high growth projects in China), Real Estate and Hotels (developments around Paris, in Luxembourg, Spain and a hotel Group in Portugal and France).

Impala is a long-term investor.

6.92%

The Fonds Stratégique de Participations (FSP) is a SICAV, or collective investment fund registered with the French Financial Markets Authority (AMF), and which seeks to promote long-term equity investments by taking strategic stakes in French companies and contributing to their governance by holding a seat on their Board of Directors or governance board. The fund is financed by seven major insurance companies looking to make long-term investments in French companies to help them with their development and transition projects. FSP shareholders are BNP Paribas Cardif, CNP Assurances, Crédit Agricole Assurances, Société Générale Assurances, Groupama, BPCE Assurances and Suravenir. As at 31 December 2023, the FSP held 10 equity investments in Arkema, Seb, Eutelsat Group, Tikehau Capital, Elior Group, Neoen, Valeo, Believe, Soitec and Verkor. The FSP continues to examine other investment opportunities in French companies. The FSP is managed by ISALT, an independent management company which monitors the companies in which the FSP invests and coordinates relations with the permanent representatives of the FSP who sit on the boards of directors or supervisory boards of those companies.

4.39%

Bpifrance finances businesses at each stage of their development through loans, guarantees and equity. Bpifrance provides support with their innovation projects and international activities through a wide range of products and services. Bpifrance is particularly involved in the renewable energy sector and sees companies in this sector as genuine catalysts of competitiveness for the French economy, which it intends to support in the coming years through its climate plan.

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