EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Compensation and benefits

Other items of compensation 4.6.1.1.3 In 2018, Mr. Jean-Bernard Lévy did not receive any directors’ fees for his duties as Chairman of the Board of Directors and director of EDF. He also did not receive any directors’ fees for the positions held at companies controlled by EDF, or any remuneration of any kind whatsoever from the companies it controls. The Company allocated no stock options to the Chairman and Chief Executive Officer in 2018 and no options were exercised during the fiscal year. Similarly, no bonus shares were awarded to the Chairman and Chief Executive Officer during the past fiscal year, and none became available. Jean-Bernard Lévy did not receive any hiring bonus from EDF.

Remuneration for the 2019 fiscal year The Appointments and Compensation Committee meeting of 7 February 2019 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 2019 fiscal year. On recommendation from the Committee, the Board of Directors meeting on 14 February 2019 decided to maintain the fixed annual remuneration of the Chairman and Chief Executive Officer for the 2019 fiscal year at €450,000 gross.

EMPLOYMENT CONTRACT, SUPPLEMENTAL PENSION, SEVERANCE PAYMENTS AND NON-COMPETITION CLAUSE

Remuneration or benefits due or liable to be due for termination or modification of duties

Non-competition clause remuneration

Employment contract

Supplemental pension plan

Chairman and Chief Executive Officer (1) Jean-Bernard Lévy, Chairman and Chief Executive Officer Table 11 of AMF position-recommendation 2009-16. (1)

no

no

yes

no

Compensation policy that will be 4.6.1.2 presented to EDF’s Shareholders’ Meeting convened to approve the financial statements for the fiscal year ended 31 December 2018 In accordance with the provisions of the French Commercial Code, EDF’s Shareholders’ Meeting, convened to approve the financial statements for the fiscal year ended 31 December 2018, will be asked to decide upon the items of compensation due or allocated to Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company, for the 2018 fiscal year as well the 2019 compensation policy pertaining to him. Shareholders will also be asked to decide at the Shareholders' Meeting, after having considered the information set out in paragraph one of Article L.225-37 of the French Commercial Code, on the approval of the fixed, variable and exceptional components of overall compensation and benefits of any kind paid or allocated to Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company, for the fiscal year ended 31 December 2018, which are described in section 4.6.1.1 “Total compensation of the Chairman and Chief Executive Officer”. Shareholders will also be asked to decide on the approval of the principles and criteria for the determination, distribution and allocation of all items comprising the overall compensation and benefits in kind that may be allocated for the 2019 fiscal year to the Chairman and Chief Executive Officer of the Company, which are set by the Company’s Board of Directors on the recommendation from the Appointments and Compensation Committee and are described in section 4.6.1.1 “Total compensation of the Chairman and Chief Executive Officer”. These principles and criteria are as follows: payment of gross fixed annual remuneration of €450,000; ■ provision of a company car representing a benefit in kind; ■ payment of severance pay in the event of a forced departure, subject to the ■ achievement of performance criteria; and absence of any other items of remuneration or benefits of any type whatsoever, ■ including directors’ fees.

On recommendation from the Appointments and Compensation Committee, the Board of Directors meeting on 8 April 2015 decided to award to Mr. Jean-Bernard Lévy severance payments in accordance with the provisions of the French Commercial Code and the recommendations of the AFEP-MEDEF Corporate Governance Code in case of termination of his term of office of Chairman and Chief Executive Officer of EDF. These payments are subject to the following terms and conditions: payment due following : definitive award of the payments by decision of the ■ Board of Directors, only in the event of forced departure (dismissal except for gross negligence or wilful misconduct); calculation method and limit : initial amount of severance payment of ■ €200,000 gross after one year of seniority from the date of initial appointment, i.e. 23 November 2014, then increased by €60,000 gross per additional quarter of seniority, without exceeding the limit of one year of remuneration; performance criteria : the severance payments shall only be due in the event ■ that 80% of budgeted Group EBITDA is achieved in at least two of the three last full fiscal years at the time of termination of their duties; in the event that their duties are terminated during the second year of the term of office, the Board shall assess the meeting of this criterion based on the last full fiscal year; in the event that their duties are terminated during the third year of the term of office, the meeting of the criterion shall be measured based on the last two full fiscal years. This regulated commitment mentioned in Article L. 225-42-1 of the French Commercial Code was the subject of a special report by the auditors dated 8 April 2015 included in appendix C of the 2014 Reference Document.

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EDF I Reference Document 2018