EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Compensation and benefits

Other items of remuneration 4.6.1.1.3 In 2017, Mr. Jean-Bernard Lévy did not receive any directors’ fees for his duties as Chairman of the Board of Directors and director of EDF. He also did not receive any directors’ fees for the positions held at companies controlled by EDF, or any remuneration of any kind whatsoever from the companies it controls.

The Company allocated no stock options to the Chairman and Chief Executive Officer in 2017 and no options were exercised during the fiscal year. Similarly, no bonus shares were awarded to the Chairman and Chief Executive Officer during the past fiscal year, and none became available. Mr. Jean-Bernard Lévy did not receive any hiring bonus from EDF.

EMPLOYMENT CONTRACT, SUPPLEMENTAL PENSION, SEVERANCE PAYMENTS AND NON-COMPETITION CLAUSE

Remuneration or benefits due or liable to be due for termination or modification of duties

Employment contract

Supplemental pension plan

Non-competition clause remuneration

Chairman and Chief Executive Officer (1) Jean-Bernard Lévy, Chairman and Chief Executive Officer Table 11 of AMF position-recommendation 2009-16. (1)

no

no

yes

no

4.

On recommendation from the Appointments & Remuneration Committee, the Board of Directors meeting on 8 April 2015 decided to award to Mr. Jean-Bernard Lévy severance payments in accordance with the provisions of the French Commercial Code and the recommendations of the AFEP-MEDEF Corporate Governance Code in case of termination of his term of office of Chairman and Chief Executive Officer of EDF. These payments are subject to the following terms and conditions: payment due following: definitive award of the payments by decision of the ■ Board of Directors, only in the event of forced departure (dismissal except for gross negligence or wilful misconduct); calculation method and limit: initial amount of severance payment of ■ €200,000 gross after one year of seniority from the date of initial appointment, i.e. 23 November 2014, then increased by €60,000 gross per additional quarter of seniority, without exceeding the limit of one year of remuneration; performance criteria: the severance payments shall only be due in the event ■ that 80% of budgeted Group EBITDA is achieved in at least two of the three last full fiscal years at the time of termination of their duties; in the event that their duties are terminated during the second year of the term of office, the Board shall assess the meeting of this criterion based on the last full fiscal year; in the event that their duties are terminated during the third year of the term of office, the meeting of the criterion shall be measured based on the last two full fiscal years. This regulated commitment mentioned in Article L. 225-42-1 of the French Commercial Code was the subject of a special report by the auditors dated 8 April 2015 included in appendix C of the 2014 Reference Document. Remuneration policy that will be 4.6.1.2 presented to EDF’s Shareholders’ Meeting of 15 May 2018 In accordance with the provisions of the French Commercial Code, EDF’s Shareholders’ Meeting of 15 May 2018 will be asked to decide upon the items of remuneration due or allocated to Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company, for the 2017 fiscal year as well the 2018 remuneration policy pertaining to him.

These items are described in the following paragraphs. The draft resolutions will be submitted to the vote of the shareholders are: Approval of the fixed, variable and exceptional components of overall remuneration and benefits of any kind paid or allocated to Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company, for the fiscal year ended 31 December 2017 The Shareholders’ Meeting, ruling in accordance with the provision of Article L. 225-100 of the French Commercial Code, having reviewed the report of the Board of Directors as well as the information noted in the last paragraph of Article L. 225-37 of the French Commercial Code, approves the fixed, variable and exceptional items comprising the overall remuneration and benefits in kind paid or allocated to Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company, for the fiscal year ended 31 December 2017, which are described in the Company’s Reference Document (see section 4.6) and reiterated in the report of the Board of Directors. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional items comprising the overall remuneration and benefits in kind that may be allocated for the 2018 fiscal year to the Chairman and Chief Executive Officer of the Company The Shareholders’ Meeting, ruling in accordance with the provision of Article L. 225-100 of the French Commercial Code, having reviewed the report of the Board of Directors as well as the information noted in the last paragraph of Article L. 225-37 of the French Commercial Code, approves the principles and criteria for the determination, distribution and allocation of all of the items of overall remuneration and benefits in kind that may be allocated to the Chairman and Chief Executive Officer of the Company for the 2018 fiscal year, which were determined by the Board of Directors of the Company upon the recommendation of the Appointments & Remuneration Committee, are described in the Company’s Reference Document (see section 4.6.1.1) and are reiterated in the report of the Board of Directors. These principles and criteria are as follows: payment of gross fixed annual remuneration of €450,000; ■ provision of a company car representing a benefit in kind; ■ payment of severance pay in the event of a forced departure, subject to the ■ achievement of performance criteria; and absence of any other items of remuneration or benefits of any type whatsoever, ■ including directors’s fees.

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EDF I Reference Document 2017