Universal Registration Document 2022

4.6.2.3 Other items of remuneration

In 2022, Jean-Bernard Lévy and Luc Rémont did not receive any remuneration for their duties as Director and Chairman of the Board of Directors of EDF. He also did not receive any remuneration for the positions held in companies controlled by EDF, or any remuneration of any kind whatsoever from the companies it controls.

The Company allocated no stock options to Jean-Bernard Lévy or Luc Rémont in 2022 and no options were exercised during the fiscal year. Similarly, no bonus shares were allocated free of charge to Jean-Bernard Lévy or Luc Rémont during the past fiscal year, and none became available.

Jean-Bernard Lévy did not receive any benefits or compensation in connection with the termination of his term of office as Chairman and CEO in 2022. He also did not receive any compensation from the Company relating to a non-compete clause, an employment contract or a supplementary pension scheme.

Luc Rémont did not receive any hiring bonus from EDF. He does not benefit from any indemnities or benefits due or liable to be due for termination or modification of duties, nor from non-competition clause compensation, and has no employment contract or supplementary pension plan.

4.6.3 Total remuneration of Directors

Remuneration allocated and paid to Directors in 2022

The Shareholders’ Meeting convened on 12 May 2022 approved, on the proposal of the Board of Directors, a fixed annual sum to be allocated to the Directors as remuneration for their term of office of €440,000 for the fiscal year 2022.

The terms and conditions for allocating this amount, which are reviewed annually by the Board of Directors when the remuneration policy for corporate officers is approved, have remained unchanged since fiscal year 2011 (see details in section 4.6.1.2 “Remuneration policy applicable to Directors”).

The Board of Directors meeting on 16 February 2023 (see section 4.6.1.2 “Remuneration policy applicable to directors”) decided to allocate additional remuneration to the independent directors who participated in the Working Group set up by the Board pursuant to Article 14 of its internal regulations in connection with the proposed 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 pursuant to Article 261-1 of the AMF’s General Regulations and AMF recommendation no.  2006-15 in connection with the simplified takeover bid launched by the French State (see section 4.2.2.9 “Activity of the Board of Directors in 2022”). This additional remuneration amounts to a total of €90,000 for all directors concerned. The amount of €530,000 allocated for the remuneration of the Directors for the fiscal year 2023, which will be submitted to the General Meeting called to approve the financial statements for the year 2022, takes this additional remuneration into account.

Directors elected by employees, who do not receive remuneration for their duties as Directors, receive fixed and/or variable remuneration under their employment contracts with the Company.

No exceptional remuneration or other remuneration was paid to the Directors during fiscal year 2021 and 2022 or allocated for these fiscal years 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.

The tables below shows the gross amounts of remuneration allocated for the 2021 and 2022 fiscal years and paid during the 2021 and 2022 fiscal years to the members of the Board of Directors for their terms of office, in accordance with Article L. 225-45 and Article L. 22-10-14 of the French Commercial Code.