Universal Registration Document 2021

Ratio of equity ⁽¹⁾ and changes in remuneration 2017-2021

In accordance with article 22–10-9 of the French Commercial Code, the table below shows the change over the past five years in the ratio between the level of remuneration of the Chairman and Chief Executive Officer and the average remuneration on a full-time equivalent basis of EDF employees (other than corporate officers and the Chairman and Chief Executive Officer), and the ratio between the level of total remuneration of the Chairman and Chief Executive Officer and the median remuneration on a full-time equivalent basis of EDF employees (other than corporate officers and the Chairman and Chief Executive Officer), as well as the organic changes in Group EBITDA over the same period.

(1) The total remuneration of the Chairman and Chief Executive Officer includes his fixed salary and benefits in kind.

(2) Change observed in year N compared to year N-1.

(3) Salaries include the fixed salary, the variable portion and all bonuses, including those related to the status of the IEGs, as well as any benefits in kind.

(4) The change in average and median salary between fiscal years 2020 and 2021 is mainly due to the so-called Macron bonus, paid in 2020 and not renewed in 2021, and to the downward trend compared to 2020 in the amounts paid in 2021 under the profit-sharing agreement (see section 3.3.7.2 “Variable remuneration plans to boost performance”).

The employees taken into account for the calculation of the above ratios are all the full-time equivalent employees of EDF in France, continuously present over the year 2021, i.e. approximately 60,000 employees, which represents all of EDF’s employees in France and nearly 50% of the Group’s employees in France.

4.6.1.2 Remuneration policy applicable to Directors

After receiving the opinion of the Appointments, Remuneration and Governance Committee at its meeting held on 8 February 2022, the Board of Directors, at its meeting held on 17 February 2022, approved the remuneration policy described below concerning the amount and distribution among the Directors of the sums paid to them in respect of their office pursuant to Article L. 225-45 and Article L. 22- 10-14 of the French Commercial Code.

Budget and breakdown of remuneration paid to Directors in respect of their office

The Directors representing the employees hold office without remuneration in accordance with law no. 83–675 of 26 July 1983 concerning the democratisation of the public sector, and the Chairman and Chief Executive Officer receives no remuneration for his or her term of office as a Director.

Pursuant to Order no. 2014-948 of 20 August 2014, the remuneration granted, in respect of their office, to Directors appointed by the General Meeting on a proposal from the French State in accordance with Article 6 of the Order, and who are civil servants of the State, shall be paid in full to the State budget.

As regards other Directors appointed by the Shareholders’ Meeting on recommendation of the French State and who are not civil servants, an Order of the French Minister for the Economy and Finance dated 5 January 2018 ⁽²⁾ states that the Company pays into the French State budget 15% of the remuneration allocated to them for their term of office, with the remaining 85% paid to the Director.

Regarding the Representative of the French State appointed in accordance with Article 4 of the Order of 20 August 2014, any remuneration that he/she is entitled to receive for the performance of his/her duties is paid to the State budget.

After receiving the opinion of the Appointments, Remuneration and Governance Committee, the Board of Directors submits to the General Meeting of Shareholders for approval a fixed annual sum to be allocated to the Directors in accordance with the allocation rules defined by the Board and presented in this remuneration policy. The Board met on 17 February 2022 and decided to submit to the General Meeting convened on 12 May 2022 an annual budget of €440,000 for fiscal year 2022.

The terms and conditions for the distribution of this annual budget, applicable since the 2011 fiscal year, were re-examined and confirmed by the Board of Directors on 17 February 2022. 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 in question; 50% of the fixed annual portion is paid during the fiscal year, in which it is allocated and the remaining 50% at the beginning of the following fiscal year ;
• the distribution of the variable portion among the Directors is established through the application of a variable coefficient depending on the type of meeting (Board or Committee) and depending on the particular positions held by each Director (Committee member or Chairman): a coefficient of 2 for the attendance of a Director at a meeting of the Board of Directors, a coefficient of 1 for the attendance of a Director as a member at a Committee meeting and a coefficient of 2 for Chairmanship of a Committee. The variable portion is divided by the total of the coefficients for the fiscal year in order to determine the unit value of the coefficient; the variable portion for a fiscal year is fully paid at the start of the following fiscal year.

It is not planned to pay any exceptional remuneration or other remuneration to the Directors during fiscal year 2022 by the Company or by a company included in the Company’s scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Ratios were established in accordance with guidelines published by the AFEP.

(2) The provisions of the Order of 5 January 2018, amending the Order of 18 December 2014 in accordance with Article 6-V of the Order dated 20 August 2014, have been applicable since 1 February Prior to that, the Order of 18 December 2014 provided that the remuneration to be received by these Directors was paid in the amount of 30% to the Directors in question, with the remaining 70% paid into the French state budget.