Voltalia : 2021 Universal Registration document

UNIVERSAL

REGISTRATION

DOCUMENT

2021

Content

1	PRESENTATION OF VOLTALIA'S	13
BUSINESS

1.1 Key events in the development of the Voltalia

Group

14

1.2 Presentation of Voltalia's activities

	and business model	16
1.3	Operational structure of the Voltalia Group	29
1.4	Market environment	30
1.5	Significant contracts	39

1.6 Information from third parties, expert opinions

and declarations of interest	41
RISK FACTORS AND RISK	43
2 MANAGEMENT

2.1 Risk management and internal control

	procedures	44
2.2	Risk factors	47
2.3	Main legal proceedings	57
2.4	Insurance	57

STATEMENT OF NON-FINANCIAL	59
3 PERFORMANCE
3.1	Voltalia, a Mission-driven Company	60
3.2	Our Mission objectives	65
3.3	How we work	83
3.4	Non-financial indicators	97
3.5	Note on methodology	102
3.6	Report by the independent third party	108
	on the consolidated non-financial statement

4	GOVERNANCE	113
4.1	Corporate governance	114
	4.2	Board of Directors and Special Committees	124

4.3 Conflicts of interest within management bodies 128

4.4	Compensation of directors and executives	129
4.5	Pensions and other benefits	141
4.6	Summary of transactions by executives
	and persons mentioned in Article L.621-18-2	141
	of the French Monetary and Financial Code

4.7 Service contracts between members

of the administrative and management bodies

of Voltalia	141
4.8 Human resources	142

4.9 Interests and stock options of directors

and officers	142
4.10 Information on the reappointment	143
of the Statutory Auditors

4.11 Equity interests of the employees in the capital

of the Company	143
4.12 Statutory Auditors' special report on regulated	144
party agreements and commitments
MANAGEMENT	147
5 REPORT

5.1	General presentation of the result	148
	and financial situation
5.2	Highlights and events after the closing date	151

5.3 Information on the capital, liquidity

and sources of financing	151
5.4 Trends	152

5.5	Earnings projections or estimates	153
5.6	Known trends, uncertainties, commitments
	or events reasonably likely to influence	153
	the Company's outlook
5.7	Significant change in the issuer's financial	153
	or trading position

CONSOLIDATED	155
6 FINANCIAL STATEMENTS
6.1	Financial statements	156
6.2	Notes to the consolidated financial statements	162

6.3 Statutory Auditors' report on the consolidated

		financial statements	226
7	ANNUAL FINANCIAL STATEMENTS	231
OF VOLTALIA SA
	7.1	Balance sheet as of 31 December 2021	232
	7.2	Income statement as of 31 December 2021	234
	7.3	Appendices	236

7.4 Statutory Auditors' report on the annual

financial statements

263

INFORMATION ABOUT THE
8 COMPANY AND THE SHARE CAPITAL 269
8.1	General information about Voltalia	271
8.2	Share capital	271
8.3	Major shareholders	272
8.4	Share capital history	273

8.5 Changes in shareholder structure and voting

rights over the last three financial years

274

8.6 Major shareholders not represented

on the Board of Directors	275
8.7 Control of the Company	275

8.8 Agreements which could result in change

of control

275

8.9 Factors likely to have an impact in the event

	of a public offer	276
8.10	Non-equity securities	277
8.11	Acquisition by the Company of its own shares	277
8.12	Securities conferring a right	278
	to a share of the capital
8.13	Summary of dilutive instruments	278
8.14	Authorised capital	279

8.15 Information on the capital of any member of the Company that is subject to an option

	or a conditional or unconditional agreement	282
	to place it under option
8.16	Memorandum and Articles of Association	282
8.17	Voting rights of the major shareholders	287
8.18	Statement of pledges of Company shares	287
8.19	Share disposals (Article R.233-19, para. 2)	287
8.20	Intra-group transactions	287
8.21	Related-party transactions	287
ADDITIONAL I	289
9 NFORMATION

9.1 Persons responsible for the Universal

	Registration Document and auditing	290
	the financial statements
9.2	Documents available to the public	291
9.3	Cross-reference tables	292

UNIVERSAL

REGISTRATION

DOCUMENT

2021

The Universal Registration Document was filed with the AMF on 2 May 2022, 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 securitie 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, hydropower, biomass and storage plants, and a provider of services across the value chain.

EXPERTISE IN 5 TECHNOLOGIES AND IN SERVICES

WIND	SOLAR	HYDRO	BIOMASS	STORAGE
Wind power is used	Energy is produced	Hydropower has	Harnessing the heat	Energy storage helps
to generate electricity	through sunlight	historically been	released by the	to counterbalance
in wind turbines.	captured by solar	the largest source	combustion of plant	the intermittent
This energy has higher	panels. A sharp	of renewable energy.	matter, especially	nature of renewable
capacity factors	decline in costs	It is also conducive	wood, biomass	energy.
than solar, but it	is making solar	to storage.	enables continuous	These days, battery
generally requires	power increasingly	Voltalia specialises in	electricity production	storage is the most
longer development	competitive wherever	small run-of-the-river	on a continuous basis,	common solution.
time and greater	the sun shines.	hydropower stations,	paying particular
investment.		without dams.	attention to
			sustainable resource
			management.

SERVICES

Voltalia develops and offers services along the entire value chain of a renewable energy project,

from Development to Operations & Maintenance, including Equipment Procurement and Construction.

Voltalia performs these services on its own behalf and on behalf of third-party customers.

ROBUST GROWTH IN 2021
Revenues	€207.9 million
€389.7
Energy sales	employees
million +71%	1,300
at current exchange rates	€263.4 million
EBITDA
Services
€137.6	countries/
	(before eliminations of services	320continents
million+41%	provided internally)
at current exchange rates

2 - The Essential 2021 - VOLTALIA

2 • 2021 Universal Registration Document • VOLTALIA

MAJOR NEW MILESTONES ACHIEVED IN 2021

in1.7operationGW	of3.5assets underGW
and under	management for Voltalia
construction	and third parties

ACROSS THE WORLD

Belgium

United

Kingdom

French

Guiana

*

Brazil

Portugal

Italy

Spain

11.1 GW

Pipeline of projects

Metropolitan France

Jordan

(*) Thermal + solar

Egypt

VOLTALIA OFFICES

Greece

INSTALLED CAPACITY BY TECHNOLOGY	INSTALLED CAPACITY BY REGION
(IN MW)	(IN MW)
23%		66%
Solar
Latin America
7%
	8%
Biomass, Hydro
Africa and rest
and Storage
70%		of the world
	26%
Wind
Europe

VOLTALIA - The Essential 2021 - 3

VOLTALIA • 2021 Universal Registration Document • 3