AFD_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Report on corporate governance

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3.1.4. Compensation and benefits of the executive offices

Total gross compensation (in euros) Rémy Rioux, Chief Executive Officer (start of term, 2bJune 2016)

219,914 160,116 160,627

Philippe Bauduin, Deputy Chief Executive Officer (start of term, 12bJuly 2016) Jérémie Pellet, Deputy Chief Executive Officer (start of term, 18bJuly 2016)

There are no benefits in kind, special retirement schemes, stock option plans or variable compensation for AFD’s executive officers.

3.1.5. Other information 3.1.5.1. Any limitations that the board of directors makes to the powers of the chief executive officer (article L225-37-4 of the French Commercial Code) Unlike commercial companies, AFD’s EPIC (industrial and commercial public undertaking) status does not permit it to limit the powers granted to the Chief Executive Officer by the Board of Directors. The powers granted to the CEO are laid down in AFD’s Bylaws and the Chief Executive Officer exercises them with respect for the rights of the Board of Directors. 3.1.5.2. Summary table of the valid delegations n/a 3.1.5.3. The specific terms and conditions of shareholder participation in the general meeting or the provisions of the bylaws that provide for such terms and conditions (Article L225-37-4 of the French Commercial Code) n/a 3.1.5.4. Report of the Statutory Auditors drawn up pursuant to Article L. 225-235 of the French Commercial Code on the Board of Directors’ report on corporate governance. The observations required by Article L. 225-235 of the French Commercial Code are set out in the Statutory Auditors’ report on the annual financial statements. granted by the general meeting of shareholders with respect to capital increases, pursuant to Articles L. 225-129-1 and L. 225-129-2 of the French Commercial Code, showing the use made of those delegations during the financial year

3.1.5.5. Items likely to have an impact in the event of a takeover or exchange offer (Article L. 225-37- 5 of the French Commercial Code) Among the items referred to in Article L. 225-37-5 of the French Commercial Code, there is no item that may have an impact in the event of a takeover or exchange offer. 3.1.5.6. Presentation of the draft resolutions relating to the principles and criteria for determining, allocating and distributing the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds attributable to the Chairman, Chief Executive Officers, Deputy Chief Executive Officers, because of their mandate (Article L. 225-37-2 of the French Commercial Code). Not applicable as the executive officers do not receive variable compensation. 3.1.5.7. Agreements entered into, directly or by proxy,

between, firstly, one of the corporate officers or one of the shareholders with a fraction of the voting rights of more than 10% of a company and, secondly, another company in which the latter owns, directly or indirectly, more than half of the capital, with the exception of agreements relating to current transactions and entered into under normal conditions

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REGISTRATION DOCUMENT 2017

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