EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Shareholding by Directors and trading in EDF securities by corporate officers and executives

4.5

SHAREHOLDING BY DIRECTORS AND TRADING IN EDF SECURITIES BY CORPORATE OFFICERS AND EXECUTIVES

4.5.1

SHAREHOLDING BY DIRECTORS

As at 31 December 2018, the members of the Board of Directors of the Company, whose terms of office are ongoing as at 31 December 2018, held a total of 4,259 shares. The table, below, details the number of EDF shares held individually by these directors on 31 December 2017 and 31 December 2018: Number of EDF shares held on 31/12/2017 Number of EDF shares held on 31/12/2018 Jacky Chorin (1) 294 307 Philippe Crouzet 294 294 Christophe Cuvilliez 24 24 Bruno Lafont 238 245 Colette Lewiner (2) 1,870 1,932 Marie-Hélène Meyling 28 28 Laurence Parisot 137 137 Christian Taxil (1) 1,237 1,292 TOTAL 4,122 4,259 Shares held through the profit-sharing scheme (FCPE). (1) Shares held directly and through the profit-sharing scheme (FCPE). (2) Directors whose terms of office are ongoing on 31 December 2018 and are not included in the above table, hold no EDF shares.

TRADING IN COMPANY SECURITIES 4.5.2 In 2006, the EDF group adopted a set of principles and rules applicable to trading in shares in EDF or listed EDF group subsidiaries. These rules were compiled into an Ethics Code presented to the EDF Executive Committee on 4 April 2011. This code was updated in 2016 to take account of the entry into force of regulation (EU) no. 596/2014 on market abuse (so-called “MAR” – market abuse regulation), its implementing regulations (1) , law 2016/819 of 21 June 2016 reforming the system for the repression of market abuse and the new guide on ongoing information and the management of inside information published by the AMF on 26 October 2016. At the same time as this Code was distributed, awareness campaigns on stock exchange rules were launched for Group employees, specifically regarding precautions and obligations relating to the holding of inside information and the black-out periods during which permanent or temporary insiders, including third parties acting in the name or on behalf of the Group, and, more specifically regarding black-out periods, all persons performing executive duties within the Group, are required to refrain from trading Company securities or other related financial instruments.

The Ethics Code also notes the obligations imposed on executives, high-level managers as well as persons closely linked to them to declare to the AMF and to the Company trades in EDF securities or other related financial instruments that they make on their own behalf. Indeed, under the terms of Article 19 of MAR, specified in Article 223–22 A of the AMF general regulations, the executives of companies with shares listed for trading on a regulated market must declare trades in Company securities to the AMF and to the Company within three trading days of their completion, when the combined amount of these trades exceeds the sum of €20,000 for the current calendar year. The AMF general regulations (2) also state that the EDF Board of Directors must mention in its annual report to the Shareholders’ Meeting trades that have been declared by executives and similar persons (3) over the past fiscal year. No trades in EDF securities were declared to the AMF or to the Company during the 2018 fiscal year by the members of the Board of Directors and the Company’s Executive Committee.

Delegated regulation (EU) 2016/522 of 17 December 2015 regarding the indicators for stock market manipulation, the disclosure thresholds, the permission for trading during (1) closed periods and types of notifiable managers’ transactions; delegated regulation (EU) 2016/908 of 26 February 2016 regarding accepted market practices; delegated regulation (EU) 2016/909 of 1 March 2016 regarding notifications and lists of financial instruments to be submitted to competent authorities in accordance with Article 4 of the MAR; delegated regulation (EU) 2016/1052 of 8 March 2016 regarding the conditions applicable to buy-back programmes and stabilisation measures; delegated regulation (EU) 2016-957 of 9 March 2016 regarding abusive practices or suspicious orders or transactions; delegated regulation (EU) 2016/958 of 9 March 2016 regarding technical arrangements for the objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and the disclosure of particular interests or indications of conflicts of interest; delegated regulation (EU) 2016/960 of 17 May 2016 regarding market soundings; implementing regulation (EU) 2016/347 of 10 March 2016 regarding insider lists; implementing regulation (EU) 2016/523 of 10 March 2016 regarding transactions performed by persons exercising Executive Management functions; implementing regulation (EU) 2016/378 of 11 March 2016 defining the technical standards regarding the date, format and template for the submission of the notifications noted in Article 4 of the MAR; implementing regulation (EU) 2016/959 of 17 May 2016 regarding market soundings; implementing regulation (EU) 2016/1055 of 29 June 2016 regarding the technical methods for publishing and reporting insider information. Article 223–26 of the AMF general regulations. (2) At EDF, staff “similar to executives” are the members of the Company’s Executive Committee. (3)

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EDF I Reference Document 2018