EDF / 2018 Reference document

4.

CORPORATE GOVERNANCE Report by the Statutory Auditors on the Report of the Board of Directors on Corporate Governance

The Shareholders’ Meeting of 18 May 2017 approved, on the recommendation of the Board of Directors, the annual amount of directors’ fees of €500,000 for the 2017 fiscal year, including compensation for the work done during the 2016 and 2017 fiscal years by the working group of independent directors on the project for the closure of the Fessenheim plant (1) .

The Shareholders’ Meeting of 15 May 2018 maintained, on the recommendation of the Board of Directors, the annual amount of directors’ fees at €500,000 for the 2018 fiscal year and subsequent years, until a new decision by the Shareholders' Meeting. Of this amount, the Board of Directors, meeting on 15 February 2018, decided to continue to pay directors the amount of €440,000 from the annual budget for directors’ fees, in accordance with the applicable distribution rules, in order to have a buffer of €60,000 which would only be paid in case of allocation of ad hoc or exceptional compensation on decision of the Board.

4.6.2

STOCK OPTIONS – BONUS SHARES

The Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares (2) .

4.7

REPORT BY THE STATUTORY AUDITORS, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE, ON THE REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE

For the year ended 2018 In accordance with Article L. 225-37 of the French Commercial Code, the information that must be contained within the report on corporate governance is included in a section of the management report. The report of the Statutory Auditors regarding this information is therefore included in their general report (see 6.4).

The Board had decided, on 3 June 2016, to entrust to a working group comprising members of the Board of Directors who are independent within the meaning of the (1) AFEP-MEDEF Code (Mrs. Lewiner, Mrs. Parisot and Mrs. Pedini and Mr. Crouzet and Mr. Lafont), and chaired by Mrs.Lewiner, the monitoring of discussions between EDF and the French State regarding the early closure of the Fessenheim plant, and the examination of the terms of the compensation agreement to be entered into with the French state before submitting them for deliberation to the Board of Directors. This working group, which met several times in 2016 and 2017, issued an opinion on the draft settlement agreement between the French state and EDF which was submitted for authorisation to the Board of Directors. With the exception of any directors elected by the employees who may benefit from the systems implemented by the Company for the benefit of all its employees. (2)

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EDF I Reference Document 2018