Initiated by the companies EDF Renouvelables and EDF Energies Nouvelles Belgium presented by Crédit Agricole CIB

The draft information note is available on the EDF Renewables websites (download the pdf of the draft information note) and the AMF (www.amf-france.org). It can also be obtained free of charge from:

The documents containing information relating to the characteristics, in particular legal, financial and accounting, of EDF Renewables and EDF Energies Nouvelles Belgium will be filed with the AMF, and made available to the public, at the latest the day before the day of the opening of the public withdrawal offer, in accordance with the provisions of article 231-28 of the AMF general regulations, according to the same terms.

1. PRESENTATION OF THE OFFER

1.1 Context and reasons for the Offer

Pursuant to Title III of Book II, and more particularly Articles 236-3 and 237-1 of the AMF general regulations, the company EDF Renouvelables, a public limited company, whose head office is located at Cœur Défense, Tour B, 100, esplanade du Général de Gaulle, 92932 Paris La Défense Cedex, and registered in the Trade and Companies Register under number 379 677 636 RCS Nanterre (“ EDFR ") and its subsidiary at 99.99 % the company EDF Energies Nouvelles Belgium SA, a public limited company under Belgian law, whose head office is located Fond Jean Easter 4, 1348 Ottignies-Louvain-la-Neuve, Belgium, registered in the register of legal entities of Nivelles under number 840 927 147 (“ EDF EN Belgium ") (EDFR and EDF EN Belgium being hereinafter together referred to as the " Co-Initiators ), acting in concert, irrevocably propose to the shareholders of the company FUTUREN, a public limited company, whose head office is located at Cœur Défense, Tour B, 100, esplanade du Général de Gaulle, 92932, Paris La Défense Cedex, and registered in the Trade and Companies Register under number 423 127 281 RCS Nanterre (“ Futuren » or the “ Company "), to acquire all of the Futuren shares not held by the Co-Initiators as part of a public buyout offer (the " Public Withdrawal Offer ") followed by a squeeze-out procedure which will be implemented as soon as the Public Withdrawal Offer closes (the “ Mandatory Withdrawal » and, with the “ Public Withdrawal Offer ", L'" Offer ») at a price of 1.15 euros per share of the Company (the “ Offer price ").

Futuren shares are admitted to trading on compartment B of the regulated market of Euronext in Paris (“ Euronext Paris ") under the ISIN code FR0011284991 (mnemonic "FTRN") (the " Actions ").

As of the date of this press release, the Co-Initiators hold together, directly, 250,504,489 Shares and 250,504,489 voting rights, representing 90.14 % of the capital and 89.99 %[1] theoretical voting rights of the Company.

Under the assimilation provided for in Article L. 233-9, I, 4° of the Commercial Code, EDFR also holds 1,000,000 Shares and as many voting rights representing 0.36 % of the capital and 0 .36 % of the theoretical voting rights of the Company pursuant to a cross promise concluded with the former general manager of the Company dated May 19, 2017, as amended on January 9, 2018 (the “ Crossed Promise Former Manager ") that EDFR is entitled to acquire under a purchase option exercisable at any time until January 31, 2020 on the basis of a price corresponding to the highest amount between the price offered under of the OPAS (as defined below), i.e. 1.15 euros per Share and the price offered in the context of a squeeze-out affecting the Shares (the “ Purchase option "). It is specified that EDFR intends to exercise the Purchase Option during the period between the date of filing of the draft information note with the AMF and the opening of the Offer. , and thus acquire said Shares.

In total as of the date of this press release, the Co-Initiators hold together, directly and by assimilation 251,504,489 Shares and as many voting rights, representing 90.50 % of the capital and 90.36 % of the theoretical voting rights of the society[2].

The Offer targets all of the Shares not held directly by the Co-Initiators on the date of submission of the draft Offer, i.e., to the knowledge of the Co-Initiators, a number of 27,396,416 Shares (including the Shares subject of the Purchase Option) representing 9.86 % of the share capital of the Company.

To the knowledge of the Co-Initiators, there is no right, capital security or financial instrument that could give access, immediately or in the long term, to the capital or voting rights of the Company, other than the Shares of the Company.

In accordance with the provisions of article 231-13 of the AMF general regulations, the Offer is presented by Crédit Agricole Corporate and Investment Bank which guarantees the content and irrevocable nature of the commitments made by the Co-Initiators relating to the Offer.

1.1.1 Context of the Offer

Following an acquisition from certain historical shareholders of the Company, on June 9, 2017, of a block of Shares of 139,775,131 Shares for a price of 1.15 euros per Share, and 5,844. 500 bonds convertible and/or exchangeable into new and/or existing shares (the “ OCEANE ") for a price of 9.37 euros per OCEANE, detached coupon, the Co-Initiators held 61.59 % of the capital and 59.56 % of the theoretical voting rights of the Company [3]. The Co-Initiators, as a result of this acquisition, initiated on June 20, 2017 a mandatory public offer procedure in the simplified form targeting the Shares and the OCEANEs (the “ OPAS "). The Co-Initiators also concluded, on March 19, 2017, cross promises with certain employees relating to 784,800 Shares.

At the end of the OPAS, the Co-Initiators held, in concert, directly and by assimilation, 240,855,625 Shares representing as many voting rights, i.e. 87.52 % of the capital and 87.23 % of the theoretical voting rights and 105,601 OCEANE representing 62.73 % of OCEANE in circulation.

EDFR also entered into a physically settled futures contract on September 22, 2017 with the Shares as underlying, at the end of which the counterparty undertook to deliver to EDFR the number of Futuren Shares that the counterparty acquired on the market. independently, within the limit of a maximum number of 20,000,000 Futuren Shares, no later than September 22, 2019. The unit price and the amount of the operation were not determined on the date of implementation. place of the contract. During the execution of the futures contract, the Co-Initiators crossed on March 6, 2019 by assimilation the thresholds of 90 % of the capital and theoretical voting rights of the Company[4].

Upon settlement of the forward contract (settled early on July 22, 2019 and settlement-delivery of which took place on July 31, 2019), EDFR acquired through the counterparty a total of 6,874,360 Shares for a total amount of 7,768,026.80 euros, the Co-Initiators thus effectively held 250,504,489 Shares, representing 90.14 % of the capital and 89.99 % of the theoretical voting rights of the Company[5].

As of the date of the draft information note, the Co-Initiators hold together, directly, 250,504,489 Shares and 250,504,489 voting rights, representing 90.14 % of the capital and 89.99 % of the theoretical voting rights^[6] of the Company and by assimilation via the Purchase Option, 1,000,000 Shares representing 0.36 % of the capital and 0.36 % of the theoretical voting rights of the Company.

In total, the Co-Initiators hold together, directly and by assimilation, a total of 251,504,489 Shares representing 90.50 % of the capital and 90.36 % of the theoretical voting rights of the Company[7].

1.1.2 Reasons for the Offer

Jointly holding more than 90 % of the capital and theoretical voting rights of the Company as of the date of this press release, the Co-Initiators have decided to file with the AMF this draft Public Withdrawal Offer which will be immediately followed by a Mandatory Withdrawal in accordance with the provisions of articles 236-3 and 237-1 of the AMF general regulations.

The Offer is carried out with the objective of acquiring all of the Shares not held by the Co-Initiators and of delisting the Shares of the Company from Euronext Paris. Indeed :

• the delisting of the Company will allow the latter to remove the constraints linked to the listing; And
• given the capital percentage already acquired, EDFR does not wish to maintain the listing of the Shares following the Offer in order to simplify the governance of the Company and finalize its merger with the EDFR group.

Minority shareholders of Futuren will obtain immediate and full liquidity of their Shares.

1.2 Intentions of the Co-Initiators over the next twelve months

1.2.1 Industrial, commercial and financial strategy and policy

The Co-Initiators intend to pursue the strategic directions defined by the board of directors and the current management team of the Company in terms of development.

Generally speaking, the Co-Initiators consider that the Offer should not have any particular impact on the industrial, commercial and financial policy of the Company.

1.2.2 Intentions of the Co-initiators regarding employment

The Offer is part of a logic of continued activity and development of the Company; therefore the Offer will have no impact on the Company's social policy.

1.2.3 Composition of corporate and management bodies

The composition of the board of directors would have to evolve in order to reflect the new composition of the Company's shareholders and the delisting of the Company following the Mandatory Withdrawal.

1.2.4 Benefits of the operation for the Company and its shareholders

The Co-Initiators offer holders of Shares in the Company liquidity on their participation.

The price per Share proposed to shareholders of the Company as part of the Offer is 1.15 euros (i.e. a premium of 2.7 % compared to the closing price on September 30, 2019, the last trading day preceding the announcement to the market by the Co-Initiators of their intention to file a proposed Public Withdrawal Offer followed by a Mandatory Withdrawal on the Company's Shares).

The elements for assessing the Offer Price, established by Crédit Agricole Corporate and Investment Bank, are reproduced in Section 0 “Elements for assessing the Offer Price” of the draft information note.

1.2.5 Merger, legal reorganization, synergies and economic gains

The Co-Initiators do not plan to make any changes to the Company's statutes following the Offer, subject to any modifications potentially linked to changes in the governance of the Company that the Co-Initiators consider necessary. The Co-Offerors expect operational optimizations and the resulting advantages have been integrated into the Offer Price. In addition, no merger transaction is currently planned following the Offer.

1.2.6 Intentions regarding dividend policy

The Company's dividend distribution policy will be examined subsequently based on the Company's distribution capacity, its financial situation and its financial needs.

In accordance with applicable law and the Company's statutes, EDFR, through its representatives on the board of directors, reserves the right to propose to future general meetings to modify the dividend distribution policy.

1.2.7 Expected benefits for Co-Initiators

As part of the Offer, the Co-Initiators aim in particular to continue the effort to harmonize the various entities of the group by fully integrating Futuren into the EDFR group. Furthermore, the Co-Initiators are also seeking a simplification of the governance of the Company, and a simplification of the Company's internal procedures in terms of financial communication and audit.

1.2.8 Intentions concerning the maintenance of the Company's listing following the Offer

To the extent that the Co-Initiators hold together, directly and by assimilation, more than 90 % of the capital and voting rights of the Company, subject to the AMF's compliance decision, the Public Withdrawal Offer will be immediately followed by a Mandatory Withdrawal targeting all of the Shares not held by the Co-Initiators. Shares not presented in the Offer will then be transferred to the Co-Initiators against payment of compensation of 1.15 euros per Share, equal to the Offer Price, net of all costs.

Furthermore, in accordance with article 261-1 I and II of the AMF general regulations, the board of directors of Futuren has, under the terms of a decision dated September 30, 2019, designated the firm Associés en Finance, represented by Mr. Aurélien Bricout as an independent expert so that the latter can issue an opinion on the conditions and financial terms of the Public Withdrawal Offer and the Mandatory Withdrawal. The independent expert's report will be presented in the Company's draft response note.

Subject to the AMF's compliance decision, the Shares will therefore be delisted from Euronext Paris following the Public Withdrawal Offer, on the date on which the Mandatory Withdrawal will be implemented.

1.3 Acquisition of Shares during the last twelve months

EDFR made the following acquisitions of Shares during the 12 months preceding the submission of the draft Offer:

• EDFR acquired, on July 31, 2019, 6,874,360 Shares for a total price of 7,768,026.80 euros[8], i.e. a price per Share of 1.13 euros at the end of the physical settlement of a futures contract having as underlying the Shares concluded on September 22, 2017 which provided for the obligation for the counterparty to deliver to EDFR the number of Shares that the counterparty will have acquired as hedge independently, up to a maximum number of 20,000,000 Shares no later than September 22, 2019[9];
• EDFR acquired on June 17, 2019, 764,800 Shares (objects of Employee Crossed Promises) for a total price of 878,600 euros, i.e. a price per Share of 1.15 euros under the terms of the exercise by 43 employees of unilateral purchase promises granted by EDFR[10]; And
• On January 11, 2019, EDFR acquired 1,500,000 Shares (subject of the Former Executive Cross Promise) for a total price of 1,725,000 euros, i.e. a price per Share of 1.15 euros under the terms of the exercise of a unilateral promise of sale made by the former general director of Futuren for the benefit of EDFR[11].

1.4 Agreements that may have a significant effect on the assessment of the Offer or its outcome

The Co-Offerors are not parties to any agreement and are not aware of any agreement relating to the Offer or which could potentially have a significant impact on the assessment or outcome of the Offer.

2. CONDITIONS OF THE OFFER

2.1 Terms and conditions of the Offer

Pursuant to the provisions of articles 231-13, 236-3 and 237-1 of the AMF general regulations, Crédit Agricole Corporate and Investment Bank, acting as presenting institution of the Offer on behalf of the Co-Initiators , filed on November 5, 2019 the draft Offer with the AMF in the form of a public withdrawal offer which will be followed by a compulsory withdrawal targeting the Shares not held by the Co-Initiators, as well as the proposed information note relating to the Offer.

In accordance with article 231-13 of the AMF general regulations, Crédit Agricole Corporate and Investment Bank guarantees the content and irrevocable nature of the commitments made by the Co-Initiators in the context of the Offer.

The Co-Initiators irrevocably undertake to acquire, from the shareholders of the Company,
the Shares which will be tendered as part of the Public Withdrawal Offer, at a price of 1.15 euros per Share, payable in cash.

The duration of the Offer is ten (10) trading days, in accordance with article 236-7 of the AMF general regulations.

As part of the Mandatory Withdrawal, the Shares not held by the Co-Initiators which have not been presented to the Public Withdrawal Offer will be transferred to them at the end of the Public Withdrawal Offer, subject to equal compensation. at the Offer Price net of all costs, i.e. 1.15 euros per Share.

2.2 Number and nature of securities covered by the Offer

As of the date of this press release, the Co-Initiators hold together, directly, 250,504,489 Shares and 250,504,489 voting rights, representing 90.14 % of the capital and 89.99 % of the theoretical voting rights.

The Offer targets all of the Shares not held directly by the Co-Initiators on the date of submission of the draft Offer, i.e., to the knowledge of the Co-Initiators, a number of 27,396,416 Shares (including the Shares subject of the Purchase Option) representing 9.86 % of the share capital of the Company.

It is however specified that under the conditions of article 231-38, IV of the AMF general regulations, EDFR intends to exercise the Purchase Option during the period between the date of filing of the draft information note to the AMF and the opening of the Offer, and thus to acquire the balance of the 1,000,000 Shares subject to the Former Executive Cross Promise.

2.3 Terms of the Public Withdrawal Offer

In accordance with the provisions of articles 231-13 and 231-18 of the AMF general regulations, the draft Offer was filed with the AMF on November 5, 2019 by Crédit Agricole Corporate and Investment Bank, presenting institution of the Offer, acting on behalf of the Co-Initiators. Crédit Agricole Corporate and Investment Bank guarantees in accordance with the provisions of article 231-13 of the AMF general regulations the content and irrevocable nature of the commitments made by the Co-Initiators in the context of the Offer.

The Offer and the draft information note remain subject to review by the AMF.

A notice of filing has been published by the AMF on its website (www.amf-france.org). In accordance with the provisions of article 231-16 of the AMF general regulations, this press release containing the main elements of the draft information note has been distributed. The draft information note is also available on the AMF websites (www.amf-france.org) and EDFR (www.edf-renouvelables.com).

The AMF will publish on its website a reasoned declaration of conformity relating to the Offer after having ensured that the Offer complies with the legal and regulatory provisions applicable to it. This compliance decision will result in approval of the draft information note.

The information note having thus received the visa of the AMF and the information relating to the characteristics, in particular legal, financial and accounting of the Co-Initiators will be, in accordance with articles 231-27 and 231-28 of the general regulations of the AMF , made available free of charge to the public from the Co-Initiators and Crédit Agricole Corporate and Investment Bank no later than the day before the opening of the Offer. These documents will also be available on the EDFR and AMF websites.

In accordance with the provisions of articles 231-27 and 231-28 of the AMF general regulations, a press release specifying the terms of making these documents available will be distributed in accordance with the provisions of article 221-4 IV of the general regulations of the AMF. the AMF.

Prior to the opening of the Offer, the AMF and Euronext Paris will respectively publish a notice of opening and timetable as well as a notice announcing the terms and timetable of the Offer.

2.4 Procedure for contributing to the Public Withdrawal Offer

The Public Withdrawal Offer will be open for a period of ten (10) trading days in accordance with article 236-7 of the AMF general regulations.

The Shares tendered to the Public Withdrawal Offer must be freely negotiable and free from any privilege, pledge, pledge, or any other security or restriction of any nature whatsoever restricting the free transfer of their ownership. The Co-Initiators reserve the right to reject any Action brought which does not meet this condition.

Shareholders of the Company who would like to tender their Shares to the Public Withdrawal Offer under the proposed conditions must submit to the financial intermediary holding their Shares (credit institution, investment firm or other, etc.) an irrevocable sale order. , using the document made available to them by the latter, at the latest on the day of closing of the Public Withdrawal Offer.

The Public Withdrawal Offer being carried out by purchases on the market, settlement and delivery will be carried out as orders are executed, two trading days after the execution of each order. The buying market member acting on behalf of the Co-Initiators is Kepler Cheuvreux. Trading costs (including brokerage fees and corresponding VAT) will remain entirely the responsibility of the selling shareholders, it being specified that the compensation paid in the context of the Squeeze-Out will be net of all costs.

Shares held in registered form must be converted into bearer form to be presented in the Public Withdrawal Offer. Consequently, the financial intermediaries holding accounts having received instructions from the owners of Shares registered in registered accounts to tender them to the Public Withdrawal Offer must, prior to the sale, carry out the conversion to bearer form of said shares. It is specified that the conversion to bearer shares registered in registered form could result in the loss for these shareholders of advantages linked to holding their shares in registered form.

The transfer of ownership of the Shares tendered to the Public Withdrawal Offer and all the rights attached (including the right to dividends) will take place on the date of registration in the accounts of the Co-Initiators, in accordance with the provisions of the article L. 211-17 of the Monetary and Financial Code. It is recalled as necessary that any sum due in connection with the transfer of Shares in the context of the Public Withdrawal Offer will not bear interest and will be paid on the settlement-delivery date.

2.5 Compulsory Withdrawal and Delisting from Euronext Paris

In accordance with the provisions of articles L. 433-4 II of the Monetary and Financial Code and 237-1 and 237-7 of the AMF general regulations, at the end of the Public Withdrawal Offer, the Shares which will not have not presented to the Public Withdrawal Offer will be transferred to the Co-Initiators in exchange for compensation in an amount equal to the Offer Price, i.e. 1.15 euros per Share, net of all costs.

A notice informing the public of the Mandatory Withdrawal will be published by the Co-Initiators in a legal notice newspaper at the location of the Company's head office in accordance with article 237-5 of the AMF general regulations.

The amount of compensation will be paid, net of all costs, at the end of the Public Withdrawal Offer, into a blocked account opened for this purpose with CACEIS Corporate Trust, centralizer of compensation operations. Euroclear France will close the trading code ISIN FR0011284991 of the Company's shares, as well as the accounts of the affiliates and will issue to the latter certificates of the balance of their account in shares of the Company.

CACEIS Corporate Trust, centralizer of compensation operations, upon presentation of balance certificates issued by Euroclear France, will credit the depository institutions holding the accounts with the amount of the compensation, with the latter responsible for crediting the accounts of the holders of the Shares of the compensation due to them.

In accordance with article 237-8 of the AMF general regulations, the unallocated funds corresponding to compensation for the Company's Shares whose beneficiaries remain unknown will be kept by CACEIS Corporate Trust for ten years from the date of date of the Compulsory Withdrawal and paid to the Caisse des Dépôts et Consignations at the end of this period. The funds will be available to beneficiaries subject to the thirty-year statute of limitations for the benefit of the State. The Shares of the Company will be delisted from compartment B of the regulated market Euronext Paris on the date on which the Squeeze-Out is implemented.

2.6 Indicative timetable for the Offer

Prior to the opening of the Public Withdrawal Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and timetable of the Public Withdrawal Offer, as well as the conditions implementation of the Mandatory Withdrawal, including its effective date.

The calendar below is presented for information purposes only:

2.7 Financing terms and costs related to the Offer

The total amount of external fees, costs and expenses incurred as part of the Offer by the
Co-Initiators, including fees and costs for its financial, legal and accounting advice as well as advertising and communication costs, is estimated at approximately 600,000 euros.

The financing of the sums owed by the Co-Initiators as part of the Offer will be carried out from their own resources.

3. Summary of elements for assessing the offer price

The Offer Price per Share is 1.15 euros. The elements for assessing the Offer Price were prepared by Crédit Agricole CIB, acting on behalf of the Co-Initiators as the bank presenting the Offer followed, if necessary, by a compulsory withdrawal, on the basis of information and indications transmitted by the Co-Initiators, public information on the Company, and according to the main usual evaluation methods.

The tables below present (i) the summary of the reference stock prices and (ii) the summary of the valuation methods used, the results thereof as well as the premiums induced in relation to the Offer Price per Share :

Note : *Average prices weighted by volumes over the periods considered

4. PRESS AND INVESTOR CONTACTS

[1] Based on a total number of 277,900,905 Shares and 278,340,695 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations as of August 31, 2019 as communicated by the Company on its website on September 13, 2019.

[2] Based on a total number of 277,900,905 Shares and 278,340,695 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations as of August 31, 2019, as communicated by the Company on its website on September 13, 2019.

[3] Based on a total number of 226,935,450 Shares and 234,690,595 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations, in accordance with the Company's press release dated May 24, 2017.

[4] Based on a total number of 277,776,587 Shares and 278,340,695 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations as of January 31, 2019, as communicated by the Company on its website on March 7, 2019.

[5] Individual declaration relating to the operations of the persons mentioned in article L. 621-18-2 of the Monetary and Financial Code on the Company's securities n°2019DD628096 dated August 5, 2019.

[6] Based on a total number of 277,900,905 Shares and 278,340,695 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations as of August 31, 2019 as communicated by the company on its website on September 13, 2019.

[7] Based on a total number of 277,900,905 Shares and 278,340,695 theoretical voting rights within the meaning of article 223-11 paragraph 2 of the AMF general regulations as of August 31, 2019, as communicated by the Company on its website on September 13, 2019.

[8] Individual declaration relating to the operations of the persons mentioned in article L. 621-18-2 of the Monetary and Financial Code on the Company's securities n°2019DD628096 dated August 5, 2019.

[9] Individual declaration relating to the operations of the persons mentioned in article L. 621-18-2 of the Monetary and Financial Code on the Company's securities n°2017DD511730 dated September 26, 2017.

[10] Individual declaration relating to the operations of the persons mentioned in article L. 621-18-2 of the Monetary and Financial Code on the Company's securities n°2019DD611421 dated June 17, 2019.

[11] Individual declaration relating to the operations of the persons mentioned in article L. 621-18-2 of the Monetary and Financial Code on the Company's securities n°2019D592405 dated January 24, 2019.