Universal Registration Document 2022

The methods for allocating the annual package, applicable since fiscal year 2011, are reviewed each year by the Board of Directors when the remuneration policy for corporate officers is approved. They were confirmed by the Board at its meeting on 16 February 2023. Excluding any additional remuneration (see below), the amount of the package is divided into a fixed and a variable component, each representing half of the package, broken down 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.

The amount of the remuneration package for 2023 of €530,000 takes into account additional remuneration in the amount of €90,000 that the Board of Directors has decided to allocate to the independent directors who participated in the Working Group set up by the Board pursuant to Article 14 of its internal Rules of Procedure in connection with the planned acquisition by EDF of General Electric’s nuclear steam power business and to the independent directors who participated in the ad hoc Committee set up by the Board of Directors in accordance with Article 261-1 of the AMF’s general regulations and AMF recommendation No. 2006-15 in the context of the simplified takeover bid launched by the French State (see section 4.2.2.9 “Activity of the Board of Directors in 2022”). The Board decided to allocate from the total amount the sum of 30,000 euros to the chairmen of the Working Group and the ad hoc Committee and the sum of 10,000 euros to the independent directors who are members of the Working Group and the ad hoc Committee, with the rules described above regarding the distribution of remuneration paid to directors in respect of their terms of office remaining otherwise unchanged.

It is not planned to pay any exceptional remuneration or other remuneration to the Directors during fiscal year 2023 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.

4.6.2 Total remuneration of the Chairman and Chief Executive Officer

The tables below present a breakdown of the remuneration of Jean-Bernard Lévy, Chairman and Chief Executive Officer of the Company until the appointment of Luc Rémont as Chairman and Chief Executive Officer of EDF on 23 November 2022, as well as breakdown of Luc Rémont’s remuneration as from that date.

4.6.2.1 Remuneration of the Chairman and Chief Executive Officer

SUMMARY TABLE OF REMUNERATION AND OPTIONS AND SHARES ALLOCATED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ⁽¹⁾

SUMMARY TABLE OF REMUNERATION AND OPTIONS AND SHARES ALLOCATED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ⁽¹⁾