EDF_REGISTRATION_DOCUMENT_2017

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL Related party transactions

7.5.4

STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND

COMMITMENTS

Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2017

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders’ Meeting of Electricité de France SA, In our capacity as Statutory Auditors of Electricité de France SA (the “Company”), we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS' MEETING Agreements and commitments authorized during the year Pursuant to Article L. 225-40 of the French Commercial Code, the following agreements and commitments, which were previously authorized by the Board of Directors have been brought to our attention. Underwriting agreement entrusted by EDF to a banking syndicate including, in particular, BNP Paribas and Société Générale as part of the capital 1 increase carried out in March 2017 Persons concerned : Mrs. Laurence Parisot, director of EDF SA and BNP Paribas and Mr. Jean-Bernard Levy, Chairman and Chief Executive Officer of EDF SA and director of Société Générale. Nature, purpose, terms & conditions and reasons : the EDF capital increase carried out in March 2017 led to the signing of an Underwriting Agreement on March 6, 2017 between the Company and a banking syndicate including, in particular, BNP Paribas and Société Générale as Joint Global Coordinators. Pursuant to the terms of the agreement, the Underwriters, acting jointly but with separate liability, undertook to have subscribed or, failing which, to subscribe to all of the shares which remain unsubscribed following the subscription period for the above-mentioned capital increase. The agreement provides for the remuneration of the Underwriters, notably, with an underwriting fee of 1.0% of the difference between the gross amount of the capital increase and the amount resulting from the subscription commitment of the French State, allocated between the Underwriters proportionally to their underwriting commitments. In addition, the Company may decide to pay a discretionary fee of a maximum of 0.30% of the difference referred to above. BNP Paribas and Société Générale have each underwritten 12.5% of the difference referred to above and have earned a fee equal to €1.5 million The Board of Directors, which had authorized the signing of engagement letters and a draft underwriting agreement during its meeting of June 21, 2016, authorized the conclusion of the final agreement at its March 3, 2017 meeting; it considered that its conclusion was motivated by the proposed capital increase of EDF for which the Company had to appoint banks to be Global Coordinators. At the end of the tender bid, during which 20 banks were interviewed, the Company selected 4 global coordinators, of which BNP Paribas and Société Générale. Agreements signed by EDF as part of the sale by AREVA SA of its entire interest in the capital of NEW NP (henceforth Framatome) 2 Persons concerned : the French State, represented by Mr. Martin Vial on the Board of Directors, a shareholder owning more than 10% of the voting rights of EDF SA and AREVA SA, and Mr. Maurice Gourdault-Montagne, director of EDF SA and AREVA SA. The Board of Directors, which had previously authorized the conclusion of these agreements successively during its meetings of June 23, 2017 and December 14, 2017, considered that their conclusion was motivated by the reorganization of the French nuclear industry, EDF becoming the leader, which will enable the Group to be more efficient to carry out major projects such as the major overhaul and refitting (“grand carénage”) of the nuclear power plants in service and the construction of new nuclear power plants, and to be more competitive to win new international markets. Agreement between EDF, AREVA SA and AREVA NP to acquire 75% of the capital of Framatome a. Nature, purpose, terms & conditions and reasons : following the memorandum of understanding signed on July 28, 2016, the Board of Directors which met on November 15, 2016 had previously authorized the agreement, signed the same day, setting the terms of the sale of the interest conferring to EDF exclusive control of an entity (“ NEW NP “ which has become “ Framatome”), 100%-held by AREVA NP, a subsidiary of AREVA SA, regrouping the activities relating to the design and manufacturing of nuclear reactors and equipment, fuel assemblies and services to the nuclear installed base within the Group. This agreement, which appears in our special report on agreements and commitments relating to fiscal year 2016, was not approved by the Combined Shareholders’ Meeting of May 18, 2017 convened to approve the financial statements for the year ended December 31, 2016.

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EDF I Reference Document 2017