EDF / 2018 Reference document

CORPORATE GOVERNANCE Compensation and benefits

4.6

COMPENSATION AND BENEFITS

4.6.1

COMPENSATION OF CORPORATE OFFICERS

The remuneration and benefits of all kinds paid in the 2018 fiscal year to corporate officers by the Company and the companies it controls are listed below.

The tables below were drawn up in accordance with the format recommended by the AFEP-MEDEF Code of Corporate Governance and the AMF’s position-recommendation no. 2009-16, modified on 13 April 2015.

Total compensation of the Chairman and Chief Executive Officer 4.6.1.1 SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (1) (in euros) 2017 fiscal year 2018 fiscal year Jean-Bernard Lévy, Chairman and Chief Executive Officer Remuneration due for the fiscal year 452,868 452,868 Valuation of multi-year variable remuneration awarded during the fiscal year None None Valuation of options awarded during the fiscal year (2) None None Valuation of bonus shares awarded during the fiscal year (2) None None TOTAL 452,868 452,868 Table 1 of AMF position-recommendation 2009-16. (1) As indicated in section 4.6.2, the Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares. (2)

4.

The table below details the remuneration of all kinds owed and paid to Jean-Bernard Lévy, Chairman and Chief Executive Officer, for the 2017 and 2018 fiscal years. SUMMARY TABLE OF THE COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (1)

2017 fiscal year

2018 fiscal year

Amounts paid during the fiscal year

Amounts paid during the fiscal year

Amounts due for the fiscal year

Amounts due for the fiscal year

(in euros)

Jean-Bernard Lévy, Chairman and Chief Executive Officer Fixed remuneration

450,000

450,000

450,000

450,000

Variable remuneration

None None None None 2,868

None None None None 2,868

None None None None 2,868

None None None None 2,868

Multi-year variable remuneration

Exceptional remuneration

Directors’ fees

Benefits in kind (2)

452,868

452,868

452,868

452,868

TOTAL

Table 2 of AMF position-recommendation 2009-16. (1) These benefits in kind consist of a company car. (2)

Terms and conditions for the setting of 4.6.1.1.1 compensation In accordance with Article 3 of decree no. 53–707 of 9 August 1953 and Article L. 225-47 of the French Commercial Code, the items comprising the remuneration of the Chairman and Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments and Compensation Committee and approved by the Minister for the Economy after consultation of the relevant Ministers (see section 4.2.3.5 “Appointments and Compensation Committee”). Decree no. 2012-915 of 26 July 2012 modified the decree of 9 August 1953 by introducing a limit of €450,000 on remuneration payable to corporate officers of state-owned companies to which this decree is applicable. Pursuant to the provisions of Article L. 225-37-2 of the French Commercial Code, the policy and the items comprising the compensation of the Chairman and Chief Executive Officer as well as, where applicable, the payment of variable and exceptional items of compensation, are subject to resolutions submitted to the approval of the Shareholders’ Meeting (see section 4.6.1.2 “Compensation policy to be presented to EDF's Shareholders’ Meeting convened to approve the financial statements for the fiscal year ended 31 December 2018”).

Setting of the compensation of the 4.6.1.1.2 Chairman and Chief Executive Officer Remuneration for the 2018 fiscal year The Appointments and Compensation Committee meeting of 7 February 2018 reviewed the remuneration policy of the Chairman and Chief Executive Officer and decided to recommend to the Board of Directors that the principles and criteria for the determination of items comprising his remuneration be maintained for the 2018 fiscal year. On recommendation from the Committee, the Board of Directors meeting on 15 February 2018 decided to maintain the fixed annual remuneration of the Chairman and Chief Executive Officer for the 2018 fiscal year at €450,000 gross. This fixed annual compensation has remained unchanged since the appointment of Jean-Bernard Lévy as the Chairman and Chief Executive Officer of EDF in 2014 (see section 4.2.2.2 “Method of Executive Management − Appointment and powers of the Chairman and Chief Executive Officer”).

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EDF I Reference Document 2018