EDF / 2018 Reference document

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL Related-party transactions

7.5.5

STATUTORY AUDITOR'S SPECIAL REPORT ON REGULATED AGREEMENTS

AND COMMITMENTS Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2018

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders’ Meeting of Electricité de France SA, In our capacity as Statutory Auditors of Electricité de France SA (the “ Company ”), we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. Agreements and commitments submitted to the approval of the shareholders’ meeting Agreements and commitments authorized and concluded during the year We hereby inform you that we have not been advised of any agreement or commitment authorized and concluded during the year to be submitted to the approval of the Shareholders’ Meeting pursuant to Article L.225-38 of the French Commercial Code. Agreements and commitments previously approved by the Shareholders’ Meeting Previously approved agreements and commitments which have remained in force during the year 1. Agreements signed by EDF as part of the sale by AREVA SA of its entire interest in the capital of NEW NP (henceforth Framatome) Persons concerned: the French State, represented by Mr. Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF and AREVA SA, and Mr. Maurice Gourdault-Montagne, director of EDF and AREVA SA. The Board of Directors had previously authorized the conclusion of these agreements successively during its meetings of June 23, 2017 and December 14, 2017, which were approved by the Combined Shareholders’ Meeting of May 15, 2018 held to approve the financial statements for the year ended December 31, 2017. a. Agreement between EDF, AREVA SA and AREVA NP to acquire 75.5% of the capital of Framatome Nature, purpose, and terms & conditions: Following the memorandum of understanding signed on July 28, 2016, the Board of Directors which met on November 15, 2016 had previously authorized the agreement, signed the same day, setting the terms of the sale of the interest conferring to EDF exclusive control of an entity (“ NEW NP “ which has become “Framatome”), 100%-held by AREVA NP, a subsidiary of AREVA SA, regrouping the activities relating to the design and manufacturing of nuclear reactors and equipment, fuel assemblies and services to the nuclear installed base within the Group. The final acquisition agreement covering 75.5% of the capital of Framatome was authorized by your Board of Directors on December 14, 2017 and signed on December 22, 2017. The acquisition was carried out on December 31, 2017 for €1,868 million, excluding acquisition costs. This agreement had no financial impact during fiscal year 2018, since the negotiations were still ongoing between the parties regarding (i) the setting of earn-outs, including certain related to performance objectives measured subsequent to the completion date and for which the final valuation, of a maximum amount of €245 million, should be known during 2019 and (ii) the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF. b. Signature by EDF of the agreement relating to the acquisition of 19.5% of the Framatome shares by Mitsubishi Heavy Industries (MHI) Nature, purpose and terms & conditions: the final acquisition agreement was signed on December 14, 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows MHI to acquire 19.5% of Framatome from AREVA SA and AREVA NP, and under financial conditions similar to those of EDF. This agreement had no financial impact during fiscal year 2018, since the negotiations led by EDF on behalf of MHI were still ongoing between the parties regarding the setting of earn-outs and the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF and MHI. c. Signature by EDF of the agreement relating to the acquisition of 5% of the Framatome shares by Assystem Nature, purpose and terms & conditions: the final acquisition agreement was signed on December 14, 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows Assystem to acquire 5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF. This agreement had no financial impact during fiscal year 2018, since the negotiations led by EDF on behalf of Assystem were still ongoing between the parties regarding the setting of earn-outs and the valuation of certain items of the vendor warranties granted by Areva NP and exercised by EDF and Assystem.

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EDF I Reference Document 2018