Universal Registration Document 2022

Since 2012, the remuneration of the Chairman and Chief Executive Officer of EDF has been set at the amount of the cap inserted into Decree no. 53–707 of 9 August 1953 by Decree No. 2012-915 of 26 July 2012 relating to State control over the remuneration of executives of publicly-held companies. This regulatory cap has not been revised since 2012.

As the remuneration of the Chairman and Chief Executive Officer is set at the ceiling set by the Decree of 9 August 1953 and does not include a variable portion, its determination is not based on criteria related to the Company’s performance.

The Chairman and Chief Executive Officer is also covered by the social protection schemes set up by EDF for the benefit of the Company’s executives and senior managers who are not covered under the articles of association (health cover and provident cover).

In view of the resignation of Jean-Bernard Lévy from his terms of office as Director and Chairman and Chief Executive Officer of EDF, and at the same time as the proposal made by the Board of Directors to the President of the French Republic to appoint Luc Rémont as Chairman and Chief Executive Officer of the Company (see section 4.2.2.2 “Appointment and powers of the Chairman and Chief Executive Officer”), the Board of Directors decided, on 18 November 2022, upon the proposal made by the Appointments, Remuneration and Governance Committee, to set the annual fixed gross remuneration of the new Chairman and Chief Executive Officer for the 2022 fiscal year at €450,000, in accordance with the 2022 remuneration policy approved by the General Meeting on 12 May 2022, and decided that this remuneration would be calculated on a prorated basis starting from the appointment of Luc Rémont as Chairman and CEO of EDF by decree of the President of the French Republic.

Ratio of equity ⁽¹⁾ and changes in remuneration 2018-2022

In accordance with Article L. 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.

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 2022, 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 2023, the Board of Directors, at its meeting held on 16 February 2023, 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 of Directors meeting on 16 February 2023 decided to submit to the General Meeting called to approve the financial statements for fiscal year 2022 an annual remuneration package for directors of €530,000 for fiscal year 2023.