EDF / 2018 Reference document

CORPORATE GOVERNANCE Compensation and benefits

Total compensation of directors 4.6.1.3 The table below shows the gross amounts of directors’ fees paid during the 2017 and 2018 fiscal years to the members of the Board of Directors. No exceptional remuneration or any other type of remuneration was paid to directors during the 2018 fiscal year in return for their duties. Directors whose terms of office are ongoing on 31 December 2018 2017 (1) 2018 (1) Olivier Appert 40,046 39,186 share paid to the French state budget 28,032 22,397 Philippe Crouzet 48,548 41,744 including amount paid for participation in a working group (2) 7,500 0 Maurice Gourdault-Montagne (3) n/a 21,400 share paid to the French state budget n/a 21,400 Bruno Lafont 42,033 37,907 including amount paid for participation in a working group (2) 7,500 None Bruno Léchevin 38,041 36,628 share paid to the French state budget 38,041 30,224 Marie-Christine Lepetit 48,064 45,581 share paid to the French state budget 48,064 45,581 Jean-Bernard Lévy n/a n/a Colette Lewiner 79,066 49,419 including amount paid for participation in a working group (2) 30,000 None Laurence Parisot 48,548 39,826 including amount paid for participation in a working group (2) 7,500 None Claire Pedini 40,530 39,826 including amount paid for participation in a working group (2) 7,500 None Michèle Rousseau 19,566 37,907 share paid to the French state budget 19,566 37,907 Martin Vial 40,547 39,826 share paid to the French state budget 40,547 39,826 TOTAL (IN EUROS) 444,989 429,249 n/a: not applicable. The payments made during a fiscal year include 50% of the fixed portion and the entirety of the variable portion for the preceding fiscal year and 50% of the (1) fixed portion for the current fiscal year. As regards participation in a working group, see the paragraph on “Budget and distribution of directors’ fees” below. (2) Director since 20 September 2017. Directors’ fees allocated to Maurice Gourdault-Montagne for the 2017 fiscal year were paid in early 2018. (3)

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Budget and distribution of directors’ fees The directors representing the employees hold office without fees in accordance with law 83-675 of 26 July 1983 concerning the democratisation of the public sector, and the Chairman of EDF’s Board of Directors receives no directors’ fees. In accordance with order 2014-948 of 20 August 2014, the directors’ fees allocated to directors appointed by the Shareholders’ Meeting on recommendation from the French state in accordance with Article 6 of the order and who are French civil servants are paid to the French state budget. As regards other directors appointed by the Shareholders’ Meeting on recommendation from the French state and who are not civil servants, an order of the Minister for the Economy and Finance dated 5 January 2018 (1) states that the Company pays into the French state budget 15% of the directors' fees allocated to them, with the remaining 85% paid to the director. Regarding the Representative of the French State appointed in accordance with Article 4 of the order of 20 August 2014, any compensation that he/she is entitled to receive for the performance of his/her duties is paid to the French state budget. After the issuing of an opinion by the Appointments and Compensation Committee and approval by the Minister for the Economy in accordance with Article 3 of decree no. 53–707 of 9 August 1953, the Board of Directors submits for the approval of

the Shareholders’ Meeting the budget for the directors’ fees to be allocated to directors based on the distribution approved by the Board of Directors. The terms and conditions for the distribution of the annual budget for directors’ fees applicable since the 2011 fiscal year were adopted by the Board of Directors on 22 June 2011, on recommendation from the Appointments and Compensation Committee. They were re-examined and confirmed by the Board of Directors on 24 January 2018. The total budget is distributed between a fixed portion and a variable portion, each representing half of the budget, distributed as follows: the fixed portion is shared equally among the directors in question; 50% of the ■ fixed annual portion is paid during the fiscal year it is awarded and the remaining 50% at the beginning of the following fiscal year; the distribution of the variable portion among the directors is established through ■ the application of a variable coefficient depending on the type of meetings (Board or Committee) and depending on the particular positions held by each director (Committee member or Chairman): a coefficient of 2 for the presence of a director at a meeting of the Board of Directors, a coefficient of 1 for the presence of a director as a member at a Committee meeting and a coefficient of 2 for chairmanship of a Committee. The variable portion is divided by the total of the coefficients for the fiscal year in order to set the unit value of the coefficient; the variable portion for a fiscal year is fully paid at the start of the following fiscal year.

The provisions of the order of 5 January 2018, amending the order of 18 December 2014 in accordance with Article 6-V of the order dated 20 August 2014, have been applicable (1) since 1 February 2018. Prior to that, the order of 18 December 2014 provided that the compensation to be earned by these directors was paid to the tune of 30% to the directors in question, with the remaining 70% paid into the French state budget.

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EDF I Reference Document 2018