EDF / 2020 Universal Registration Document

4 CORPORATE GOVERNANCE

Remuneration and benefits of corporate officers – Remuneration policy

Trading in Company securities 4.5.2 In 2006, the EDF group adopted a set of principles and rules applicable to trading in shares in EDF or listed EDF group subsidiaries. These rules were compiled into a code of ethics. This code was updated in 2016 to take account of the entry into force of regulation (EU) no. 596/2014 on market abuse (so-called “MAR” – market abuse regulation), its implementing regulations , law no. 2016/819 of 21 June 2016 reforming the system for the repression of market abuse and the new Guide on ongoing information and the management of inside information published by the AMF on 26 October 2016. At the same time as this Code was distributed, awareness campaigns on stock exchange rules were launched for Group employees, specifically regarding precautions and obligations relating to the holding of inside information and the black-out periods during which permanent or temporary insiders, including third parties acting in the name or on behalf of the Group, and, more specifically regarding black-out periods, all persons performing executive duties within the Group, are required to refrain from trading Company securities or other related financial instruments.

The code of ethics also notes the obligations imposed on executives, high-level managers as well as persons closely linked to them to declare to the AMF and to the Company trades in EDF securities or other related financial instruments that they make on their own behalf. Indeed, under the terms of Article 19 of MAR, specified in Article 223–22 A of the AMF general regulations, the executives of companies with shares listed for trading on a regulated market must declare trades in Company securities to the AMF and to the Company within three working days of their completion, when the combined amount of these trades exceeds the sum of €20,000 for the current calendar year. Pursuant to the AMF general regulations , the EDF Board of Directors must mention in its annual report to the Shareholders’ Meeting trades that have been declared by executives and similar persons over the past fiscal year. No trades in EDF securities were declared to the AMF or to the Company during the 2020 fiscal year by the members of the Board of Directors and the Company’s Executive Committee.

Remuneration and benefits of corporate officers – 4.6 Remuneration policy

As indicated in section 4.1 (“Corporate Governance Code”), the Company adheres to the AFEP-MEDEF Code subject to the specific legislative and regulatory requirements applicable to it. This section provides details of the total remuneration and benefits of any kind paid during the fiscal years 2019 and 2020 or granted in respect of the same fiscal years to the corporate officers by the Company and the companies included in the Company’s consolidation scope within the meaning of Article L. 233-16 of the French Commercial Code (see section 4.6.2 for the Chairman and Chief Executive Officer and Pursuant to Article L. 22-10-8 of the French Commercial Code, the Board of Directors establishes the remuneration policy for corporate officers. In accordance with Article 22-10-16 and Article 22-10-17 of the French Commercial Code, the items comprising the remuneration of the Chairman & Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments, Remuneration & Governance Committee and submitted for approval by the French Minister for the Economy after the consultation of the relevant Ministers (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”). The remuneration of the Chairman and Chief Executive Officer must comply with the limits provided for by Decree no. 2012-915 of 26 July 2012 on State Remuneration policy 4.6.1

section 4.6.3 for the directors). The tables in sections 4.6.2 and 4.6.3 below were drawn up in accordance with the format recommended by the AFEP-MEDEF Code of Corporate Governance and the AMF’s position-recommendation no. 2021-02. Pursuant to Article L. 22-10-8 of the French Commercial Code, this section also presents the policy for the remuneration of corporate officers established by the Board of Directors (see section 4.6.1 below), which shall be submitted to the Shareholder’s Meeting to be held on 6 May 2021.

control over the remuneration of executives of public companies, which amended the Decree of 9 August 1953 and sets a ceiling on his remuneration of €450,000 gross. The Appointments, Remuneration and Governance Committee also issued its opinion to the Board regarding the rules and procedures for allocating the sum set by the Shareholder’s Meeting pursuant to Article L. 225-45 of the French Commercial Code, to be allocated to Directors as a remuneration for their work. At the Shareholders’ Meeting of 7 May 2020, the five resolutions submitted to the shareholders’ vote on the remuneration and the remuneration policy for EDF’s directors and Officers (from the 13th to the 17th resolution) were adopted by a very large majority, with more than 99.9% of votes in favour.

(1) Delegated regulation (EU) 2016/522 of 17 December 2015 as regards the indicators of market manipulation, the disclosure thresholds, the permission for trading duringclosed periods and types of notifiable managers’ transactions; delegated regulation (EU) 2016/908 of 26 February 2016 with regard to accepted market practices; delegatedregulation (EU) 2016/909 of 1 March 2016 with regard to notifications and lists of financial instruments to be submitted to competent authorities in accordance with Article 4of MAR; delegated regulation (EU) 2016/1052 of 8 March 2016 with regard to the conditions applicable to buy-back programmes and stabilisation measures; delegatedregulation (EU) 2016/957 of 9 March 2016 with regard to abusive practices or suspicious orders or transactions; delegated regulation (EU) 2016/958 of 9 March 2016 withregard to technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy andfor disclosure of particular interests or indications of conflicts of interest; delegated regulation (EU) 2016/960 of 17 May 2016 with regard to market soundings; implementingregulation (EU) 2016/347 of 10 March 2016 regarding insider lists; commission implementing regulation (EU) 2016/523 of 10 March 2016 with regard to managers’ transactions; implementing regulation (EU) 2016/378 of 11 March 2016 laying down implementing technical standards with regard to the timing, format and template of thesubmission of notifications according to Article 4 of MAR; implementing regulation (EU) 2016/959 of 17 May 2016 relating to market soundings; implementing regulation(EU) 2016/1055 of 29 June 2016 with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of insideinformation. (2) Article 223–26 of the AMF general regulations. (3) At EDF, staff “similar to executives” are the members of the Company’s Executive Committee.

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EDF - UNIVERSAL REGISTRATION DOCUMENT 2020