EDF_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE Compensation and benefits

4.6

COMPENSATION AND BENEFITS

4.6.1

REMUNERATION OF CORPORATE OFFICERS

The remuneration and benefits of all kinds paid in the 2017 fiscal year to corporate officers by the Company and the companies it controls are listed below.

The tables below were drawn up in accordance with the format recommended by the AFEP-MEDEF Consolidated Code of Corporate Governance and the AMF’s position-recommendation 2009-16, modified on 13 April 2015.

Total remuneration of the Chairman and Chief Executive Officer 4.6.1.1 SUMMARY TABLE OF REMUNERATION AND OPTIONS AND SHARES AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (1) (in euros)

2017 fiscal year

2016 fiscal year

Jean-Bernard Lévy, Chairman and Chief Executive Officer Remuneration due for the fiscal year

452,868

452,868

Valuation of multi-year variable remuneration awarded during the fiscal year

none none none

none none none

Valuation of options awarded during the fiscal year (2) Valuation of bonus shares awarded during the fiscal year (2)

452,868

452,868

TOTAL

Table 1 of AMF position-recommendation 2009-16. (1) As indicated in section 4.6.2, the Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares. (2)

The table below details the remuneration of all kinds owed and paid to Jean-Bernard Lévy, Chairman and Chief Executive Officer, for the 2016 and 2017 fiscal years. SUMMARY TABLE OF THE REMUNERATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (1)

2017 fiscal year

2016 fiscal year

Amounts due for the fiscal year

Amounts paid during the fiscal year

Amounts due for the fiscal year

Amounts paid during the fiscal year

(in euros)

Jean-Bernard Lévy, Chairman and Chief Executive Officer Fixed remuneration

450,000

450,000

450,000

450,000

Variable remuneration

none none none none 2,868

none none none none 2,868

0

0

Multi-year variable remuneration

none none none 2,868

none none none 2,868

Exceptional remuneration

Directors’ fees

Benefits in kind (2)

452,868

452,868

452,868

452,868

TOTAL

Table 2 of AMF position-recommendation 2009-16. (1) These benefits in kind consist of a company car. (2)

Terms and conditions for the setting of 4.6.1.1.1 remuneration In accordance with Article 3 of decree no. 53-707 of 9 August 1953 and Article L. 225-47 of the French Commercial Code, the items comprising the remuneration of the Chairman and Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments & Remuneration Committee and approved by the Minister for the Economy after consultation of the relevant Ministers (see section 4.2.3.5 “Appointments & Remuneration Committee”). Decree 2012-915 of 26 July 2012 modified the decree of 9 August 1953 by introducing a limit of €450 on remuneration payable to corporate officers of state-owned companies to which this decree is applicable. Pursuant to the provisions of Article L. 225-37-2 of the French Commercial Code, the policy and the items comprising the remuneration of the Chairman and Chief Executive Officer as well as, where applicable, the payment of variable and exceptional items of remuneration, are subject to resolutions submitted to the approval of the Shareholders’ Meeting (see section 4.6.1.2 “Remuneration policy to be presented to EDF’s Shareholders’ Meeting of 15 May 2018”).

Setting of the remuneration of the 4.6.1.1.2 Chairman and Chief Executive Officer Remuneration for the 2017 fiscal year The Appointments & Remuneration Committee meeting of 13 January 2017 reviewed the remuneration policy of the Chairman and Chief Executive Officer and decided to recommend to the Board of Directors that the principles and criteria for the determination of items comprising his remuneration be maintained for the 2017 fiscal year. On recommendation from the Committee, the Board of Directors meeting on 24 January 2017 decided to maintain the fixed annual remuneration of the Chairman and Chief Executive Officer for the 2017 fiscal year at €450,000 gross. Remuneration for the 2018 fiscal year The Appointments & Remuneration Committee meeting of 7 February 2018 reviewed the remuneration policy of the Chairman and Chief Executive Officer and decided to recommend to the Board of Directors that the principles and criteria for the determination of items comprising his remuneration be maintained for the 2018 fiscal year. On recommendation from the Committee, the Board of Directors meeting on 15 February 2018 decided to maintain the fixed annual remuneration of the Chairman and Chief Executive Officer for the 2018 fiscal year at €450,000 gross.

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EDF I Reference Document 2017