EDF / 2019 Universal registration document

8. Additional information

Appendices – remuneration policy

Ratio of equity  (1) and changes in remuneration 2015-2019

corporate officers, and the ratio between the level of remuneration of the Chairman and Chief Executive Officer and the median remuneration on a full-time equivalent basis of EDF employees other than corporate officers, as well as the

In accordance with Article L. 225-37-3 of the French Commercial Code, the table below shows the change over the past five years in the ratio between the level of remuneration of the Chairman and Chief Executive Officer and the average remuneration on a full-time equivalent basis of EDF employees other than 2015 2016

organic changes in Group EBITDA over the same period.

2019

2017

2018

Ratio of equity to average remuneration Ratio of equity to median remuneration Changes in average salary* Changes in median salary* Organic changes in Group EBITDA*

7.5

7.2

7.1

7.1

6.8

8.3

8.0

7.9

7.7

7.4

-

3.37%

1.43%

0.98%

3.66%

-

3.27%

2.07%

1.81%

4.16%

-0.30%

-4.80%

-14.80%

11.30%

8.40%

Change observed in year N compared to year N-1. *

Remuneration policy applicable to Directors 8.4.3 After receiving the advice of the Appointments, Remuneration and Governance Committee at its meeting held on 7 February 2020, the Board of Directors, at its meeting held on 13 February 2020, approved the remuneration policy described below concerning the amount and distribution among the Directors of the sums paid to them in respect of their office pursuant to Article L. 225-45 of the French Commercial Code ( Code de commerce ). Budget and breakdown of remuneration paid to Directors in respect of their office

After receiving the advice of the Appointments, Remuneration and Governance Committee, the Board of Directors submits to the General Meeting of Shareholders for approval a fixed annual sum to be allocated to the Directors in accordance with the allocation rules defined by the Board and presented in this remuneration policy. The Board met on 13 February 2020 and decided to submit to the General Meeting to be convened on 7 May 2020 an annual budget of 440,000 euros for fiscal year 2020. The procedures for allocating this annual budget, applicable as from the 2011 fiscal year, were re-examined and confirmed by the Board of Directors on 13 February 2020. 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 Directors representing the employees perform their duties free of charge pursuant to Act no. 83-675 of 26 July 1983 relating to the democratisation of the public sector, and the Chairman and Chief Executive Officer does not receive any remuneration in respect of his office as Director. Pursuant to Order no. 2014-948 of 20 August 2014, the remuneration granted, in respect of their office, to Directors appointed by the General Meeting on a proposal from the French State in accordance with Article 6 of the Order, and who are public officials of the State, shall be paid in full to the State budget. With regard to the other Directors appointed by the General Meeting on a proposal from the French State and who are not public officials, an order issued by the French Minister of the Economy and Finance on 5 January 2018  (2) specifies that the Company shall pay 15% of the remuneration granted to them for their office to the State budget, with the remaining 85% being 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 remuneration that he/she is entitled to receive for the performance of his/her duties is paid to the State budget.

Remuneration paid to Directors in 2019 The table below shows the gross amounts of remuneration paid during fiscal year 2019 to the members of the Board of Directors in respect of their offices, pursuant to Article L. 225-45 of the French Commercial Code. Directors elected by employees also receive fixed and/or variable remuneration under their employment contract with the Company or a company included in the Company’s scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code. No exceptional remuneration or other remuneration was paid to the Directors during fiscal year 2019 by the Company or by a company included in the Company’s scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Les ratios ont été établis aux lignes directrices publiées par l’AFEP. (2) 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 since 1 February 2018. Prior to that, the Order of 18 December 2014 provided that the remuneration 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 | Universal registration document 2019