Voltalia : Amendment to the 2021 Universal Registration Document

A joint-stock company (Société anonyme) with a Board of Directors and a share capital of €543,638,822.40

Registered office: 84 boulevard de Sébastopol - 75003 Paris, France

Paris Trade and Companies Register No. 485 182 448

AMENDMENT TO THE 2021 UNIVERSAL REGISTRATION DOCUMENT

Including the half-year financial report as of 30 June 2022

This amendment to the universal registration document was filed with the French financial markets authority-Autoritédes marchés financiers (AMF) on 15 November 2022, in its capacity as competent authority under Regulation (EU) No. 2017/1129 of 14 June 2017, without prior approval in accordance with Article 9 of the said Regulation.

The universal registration document may be used for the purposes of an offer to the public of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments to the universal registration document. The package is approved by the AMF in accordance with Regulation (EU) No. 2017/1129.

This amendment must be read in conjunction with the Company's universal registration document, filed with the AMF on 2 May 2022 under the number D.22-0410.

A cross-reference table has been included in this amendment so that the additional, updated or modified information can be looked up by reference.

Copies of this amendment are available free of charge from the Company at 84 boulevard de Sébastopol, 75003 Paris, France, as well as on the Company's website (www.voltalia.com) and the AMF website (www.amf- france.org).

GENERAL REMARKS

The purpose of this amendment (the "Amendment") is to update the Company's 2021 universal registration document, filed with the AMF on 2 May 2022 under the number D.22-0410 (the "2021 Universal Registration Document"), it being specified that certain sections of the Amendment (inidcated as such) are taken from the half-year financial report for the half-year ended 30 June 2022, filed with the AMF on 30 September 2022 and available on the Company's website. The Company's activity as of 30 September 2022 is described in Chapter 6 "Company financial information for the third quarter 2022" of the Amendment.

In the Amendment, the terms "Voltalia" or the "Company" refer to the Voltalia company. The term "Group" refers to Voltalia and all of the companies within its scope of consolidation.

The Amendment contains indications of the Group's trends, objectives and development prospects. This information should not be interpreted as a guarantee of future performance. This information is based on data, assumptions and estimates considered reasonable by the Group. They may evolve or be modified due to uncertainties, particularly those related to the economic, financial, competitive and regulatory environment. Furthermore, these trends, objectives and development prospects may be affected by the realisation of any or all of the risk factors described in Chapter 2 "Risk factors and risk management" of the 2021 Universal Registration Document as amended by the Amendment.

The forward-looking information stated in the Amendment should only be evaluated on the day of its publication. Excluding any applicable legal or regulatory obligations, the Group makes no commitment to supplement, update or modify this forward-looking information to reflect any change in its objectives or in events, conditions or circumstances on which this information is based. The Group operates in a constantly evolving competitive environment. Furthermore, this forward-looking information may be affected by the realisation of any or all of the risk factors described in Chapter 2 "Risk factors and risk management" of the 2021 Universal Registration Document as amended by the Amendment.

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		TABLE OF CONTENTS
GENERAL REMARKS .....................................................................................................................................	2
TABLE OF CONTENTS ...................................................................................................................................	3
1.	Presentation of the activity ....................................................................................................................	4
	1.1	A renewable electricity producer and service provider......................................................	4
	1.2	Voltalia's business model ..................................................................................................	4
	1.3	Services..............................................................................................................................	5
	1.4	Update as of the date of the Amendment...........................................................................	7
2.	Key figures	............................................................................................................................................	8
	2.1	Installed capacity and energy production...........................................................................	8
	2.2	Selected information from the consolidated income statement .........................................	9
	2.3	Information on the financial structure................................................................................	9
	2.4	Update as of the date of the Amendment...........................................................................	9
3.	Selected highlights...............................................................................................................................	11
	3.1	Governance ......................................................................................................................	11
	3.2	Commercial successes and construction launches ...........................................................	11
	3.3	Commissioning and project sale ......................................................................................	12
	3.4	Acquisition of Cap Sud....................................................................................................	12
	3.5	Second employee share purchase plan.............................................................................	13
	3.6	Inclusion in the Euronext Tech Leaders segment ............................................................	13
4.	Analysis of the consolidated financial statements...............................................................................	14
	4.1	Analysis of the income statement ....................................................................................	14
	4.2	Simplified balance sheet ..................................................................................................	17
5.	Main risks and trends...........................................................................................................................	19
	5.1	Update as of the date of the Amendment.........................................................................	19
6.	Company financial information for the third quarter 2022 .................................................................	20
7.	Outlooks and projections.....................................................................................................................	26
	7.1	Trends ..............................................................................................................................	26
	7.2	Earnings projections or estimates ....................................................................................	28
8.	Corporate governance..........................................................................................................................	30
	8.1	Change in governance......................................................................................................	30
	8.2	Approval of executive compensation...............................................................................	37
	8.3	Governance rules .............................................................................................................	37
9.	Share capital ........................................................................................................................................	39
	9.1	Amount of share capital ...................................................................................................	39
	9.2	Major shareholders...........................................................................................................	39
	9.3	Change in the share capital since 31 December 2021......................................................	39
	9.4	Threshold crossings .........................................................................................................	39
	9.5	Dividend policy................................................................................................................	39
10.	Statutory Auditors' report....................................................................................................................	40
11.	Condensed consolidated interim financial statements.........................................................................	42
	11.1	Financial statements.........................................................................................................	43
	11.2	Notes to the consolidated financial statements ................................................................	49

12. Corrections to the 2021 universal registration document, the half-year financial report for the half-year

	ended 30 June 2022 and the press release issued on 19 october 2022 ..............................................	106
13.	Persons responsible ...........................................................................................................................	108
	13.1	Person responsible for the Amendment .........................................................................	108
	13.2	Declaration of the person responsible for the Amendment............................................	108
	13.3	Person responsible for auditing the financial statements ...............................................	108
14.	Cross-reference tables .......................................................................................................................	109

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1. PRESENTATION OF THE ACTIVITY

1.1 A renewable electricity producer and service provider

(Information from the half-year financial report)

An international renewable energy operator founded in 2005, Voltalia is both an independent energy producer from its own wind, solar, hydropower, biomass and storage plants and a service provider over the entire value chain.

Voltalia's main business is the production and sale of the electricity generated from wind, solar, hydraulic, biomass and storage facilities that the Group owns and operates. The electricity production is either sold to public operators at prices set by regulations or defined in calls for tenders or sold to public or private customers on the open market. In 2021, Voltalia thus sold 4.1 TWh of renewable electricity.

Voltalia also provides services: the development of new power plants, engineering and construction, and the operation-maintenance of commissioned power plants and management of assets. The Company performs these services on its own behalf and on behalf of third parties (investors, power plant owners, etc.). Voltalia is thus present throughout the power plant life cycle.

Voltalia offers a unique profile with around 88% of its installed capacity producing electricity at a competitive price in 2021. With this differentiating strategy focused on unsubsidised markets, Voltalia is able to seize many opportunities to create additional added value at all stages of a power plant's life cycle.

Finally, as a pioneer in the corporate market, Voltalia provides a comprehensive offer ranging from the supply of green electricity to energy efficiency services, including local electricity production through its subsidiary Helexia.

Voltalia's purpose (raison d'être) "Improving the global environment, fostering local development" (the "Purpose"), enshrined in its articles of association since May 2020, has two objectives: to help fight against global warming and produce accessible electricity locally by creating local jobs. At its General Meeting on 19 May 2021, Voltalia adopted the status of mission-drivencompany (entreprise à mission) and aligned its business with its articles of association by recording in the said articles of association, in addition to its Purpose, three environmental and social objectives that it pursues daily in its business activities.

This mission is carried out every day by 1,444 employees (as of 30 June 2022) in 20 countries on three continents and beyond, as Voltalia has the ability to act globally for its customers.

In the first half of 2022, Voltalia sold 1,309 GWh of renewable electricity, generating €96.1 million in revenues. Revenues from services stood at €166.9 million (before eliminations of services provided internally).

At 30 June 2022, Voltalia had a capacity in operation and under construction of more than 2.1 GW.

The Company has a pipeline of projects under development representing a total capacity of 13.6 GW, 0.6 GW of which is secured by long-term electricity sale agreements as of 30 June 2022.

1.2 Voltalia's business model

(Information from the half-year financial report)

Since 2016 and the accelerated growth in services, Voltalia has pursued a differentiating business model that combines power production and services. The expertise developed both in proprietary assets and for third party customers generates economies of scale and contributes to the optimised creation of sustainable value for the power plants, in the common interest of Voltalia, its customers, partners, shareholders and all internal and external stakeholders of the Group.

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The expertise and synergies generated by the complementary nature of Voltalia's two business segments mean that it can design a renewable project from A to Z, offer competitive electricity, and provide its customers with a range of custom solutions, whatever the stage of the project (energy efficiency, projects ready to build, plant operation-maintenance services, management of assets, etc.). This positioning, unique in the market, is a decisive competitive advantage for maximising the creation of value shared with all Voltalia stakeholders.

1.3 Services

(Information from the half-year financial report)

Voltalia develops and offers services over the entire value chain of a renewable energy project, from Development to Equipment Procurement and Construction, to Operation-Maintenance. Voltalia performs these services on its own behalf and on behalf of third party customers, such as power companies, companies in all sectors or infrastructure funds.

The business for third party customers also allows Voltalia to survey and prospect new territories before establishing permanently in those territories as an electricity producer. This strategy reduces the risk significantly. The service business recently has been a springboard into countries such as Albania.

1.3.1 Key skills over the entire value chain

Voltalia operates over the entire life cycle of the power plant and, at each stage of the project, takes the related social and environmental challenges into consideration. Social and environmental responsibility lies at the heart of Voltalia's mission and highlights the importance given by each of the Group's employees to its positive impact on the environment and local communities.

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