EDF_REGISTRATION_DOCUMENT_2017

7.

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL Related party transactions

This acquisition covering 75.5% of the capital of Framatome has been authorized by your Board of Directors on December 14, 2017, signed on December 22, 2017 and was carried out on December 31, 2017 for €1,868 million, excluding acquisition costs. Signature by EDF of the agreement relating to the acquisition of 19.5% of the Framatome shares by Mitsubishi Heavy Industries (MHI) b. Nature, purpose, terms and conditions and reasons : the final acquisition agreement was signed on December 14, 2017, concomitantly with the acquisition by EDF of 75.5% of the shares. It allows MHI to acquire 19.5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF. The Board of Directors on June 23, 2017, which had authorized the first agreement signed on July 7, 2017, considered that it was in the Company’s interest to conclude the agreement since it is part of the global transaction involving the acquisition of Framatome by EDF. Signature by EDF of the agreement relating to the acquisition of 5% of the Framatome shares by Assystem c. Nature, purpose, terms & conditions and reasons : the final acquisition agreement was signed on December 14, 2017, concomitantly with the acquisition by EDF of 75.5% of the Framatome shares. It allows Assystem to acquire 5% of Framatome from AREVA SA and AREVA NP, in the presence of EDF and under financial conditions similar to those of EDF. The Board of Directors on June 23, 2017, which had authorized the first agreement signed on July 7, 2017, considered that it was in the Company’s interest to conclude the agreement since it is part of the global transaction involving the acquisition of Framatome by EDF. AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS' MEETING Previously approved agreements and commitments which have remained in force during the year Pursuant to Article R. 225-30 of the French Commercial Code, we have been informed that the following agreements and commitments, previously approved by Shareholders’ Meetings of prior years, have remained in force during the year. Agreements with AREVA NP transferred to NEW NP (henceforth Framatome) Nature, purpose, terms and conditions : these two agreements, covering the performance of the following services, were entered into with Areva NP during fiscal year 2007 and transferred to NEW NP (henceforth Framatome) as part of the partial asset transfer carried out on December 31, 2017: construction of the EPR Flamanville 3 nuclear steam supply system; ■ maintenance and servicing of nuclear boilers to be carried out as part of the third ten-year inspections of 900MW nuclear power plants in France, authorized by the Board ■ of Directors at its January 23, 2007 meeting. The initial commitments under these agreements and their amendments amount to €1,465 million (of which €193 million recorded in 2017) and €122 million (of which €0.4 million recorded in 2017). Agreements and commitments authorized during prior years but not approved by the Shareholders’ Meeting In accordance with the terms of Article R.225-30 of the French Commercial Code, we have been informed of the following agreements and commitments, which were described in our special report on regulated agreements and commitments for fiscal year 2016 and which were not approved by the Combined Shareholders’ Meeting of May 18, 2017 convened to approve the financial statements for the year ended December 31, 2016, which were continued during the period. Partial sale of the capital of RTE to Caisse des Dépôts and CNP Assurances, including the securing of a loan by the Joint Venture (C25, henceforth 1. Coentreprise de Transport d’Electricité - CTE), an investment agreement and a shareholders’ agreement Person 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 having a representative on the Board of Directors of CNP Assurances. Nature, purpose, terms and conditions : this agreement, signed on December 14, 2016 and implemented on March 31, 2017 between EDF Caisse des Dépôts et Consignation and CNP Assurances, enabled Caisse des Dépôts et Consignation and CNP Assurances to acquire an indirect interest of 49.9% in the capital of RTE, and the set-up of the terms and conditions of a long-term partnership to encourage the development of RTE. The external loan obtained by CTE amounted to €2.8 billion and the sale was carried out based on RTE’s full value of €8.2 billion. Agreement entered into between the French State, EDF, the Caisse des Dépôts, CNP Assurances and CTE relating to the governance of CTE and RTE 2. Person 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, a party to the agreement and having a representative on the Board of Directors of CNP Assurances. Nature, purpose, terms and conditions : the purpose of this agreement, entered into between EDF, Caisse des Dépôts and CNP Assurances, CTE and the French State, is to set forth the commitment of the French State and to limit its representatives to two on the Supervisory Board of RTE.

Paris La Défense et Neuilly-sur Seine, March 9, 2018 The Statutory Auditors

KPMG Audit Department of KPMG S.A.

Deloitte & Associés

Jay Nirsimloo Michel Piette

Damien Leurent Anthony Maarek

488

EDF I Reference Document 2017