EDF_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Compensation and benefits

the distribution of the variable portion among the directors is established ■ through the application of a variable coefficient depending on the number of meetings (Board or Committee) and depending on the particular positions held by each director (member or Committee 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 the 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 Shareholders’ Meeting of 21 November 2014, on recommendation from the Board of Directors following the issuing of an opinion by the Appointments & Remuneration Committee, had set the annual budget for directors’ fees allocated to the Board for 2015 and subsequent years at €440,000. The Shareholders’ Meeting of 18 May 2017, on the recommendation of the Board of Directors, approved the increase of the annual amount of directors’ fees to €500,000 for the 2017 fiscal year, in order to remunerate the work done during the 2016 and 2017 fiscal years by the workgroup of independent directors on the project for the closure of the Fessenheim plant. The Board decided to allocate the sum of €30,000 to the Chair of the independent directors’ workgroup and the sum of €7,500 to each member of the workgroup. A recommendation will be made to the Shareholders' Meeting called for 15 May 2018 to maintain the annual budget for directors' fees at €500,000 for fiscal year 2018 and subsequent fiscal years until decided otherwise by the Shareholders' Meeting.

Budget and distribution of directors’ fees The directors representing the employees hold office without fees in accordance with law 83-675 of 26 July 1983 concerning the democratisation of the public sector, and the Chairman of EDF’s Board of Directors receives no directors’ fees. In accordance with order 2014-948 of 20 August 2014, the directors’ fees allocated to directors appointed by the Shareholders’ Meeting on recommendation from the French state in accordance with Article 6 of the order and who are French civil servants are paid to the French state budget. The same applies to directors’ fees exceeding the limit set by the Minister for the Economy (1) payable to seven other directors appointed by the Shareholders’ Meeting on recommendation from the French state and who are not French civil servants. Regarding the Representative of the French State appointed in accordance with Article 4 of the order of 20 August 2014, any compensation that he/she is entitled to receive for the performance of his/her duties is paid to the French state budget. After the issuing of an opinion by the Appointments & Remuneration Committee and approval by the Minister for the Economy in accordance with Article 3 of decree no. 53-707 of 9 August 1953, the Board of Directors submits for the approval of the Shareholders’ Meeting the budget for the directors’ fees to be allocated to directors based on the distribution approved by the Board of Directors. The terms and conditions for the distribution of the annual budget for directors’ fees applicable since the 2011 fiscal year were adopted by the Board of Directors on 22 June 2011, on recommendation from the Appointments & Remuneration Committee. They were re-examined and confirmed by the Board of Directors on 24 January 2018. 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 concerned; 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;

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4.6.2

STOCK OPTIONS – BONUS SHARES

The Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares (2) .

A decision taken on 18 December 2014 in accordance with Article 6-V of the order dated 20 August 2014 states that the Company pays to the national budget the compensation (1) exceeding a ceiling of 30% of the compensation received by these directors With the exception of any directors elected by the employees who may benefit from the systems implemented by the Company for the benefit of all its employees. (2)

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EDF I Reference Document 2017