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COMPENSATION AND BENEFITS

15

15.1 Compensation of officers and directors

Non-competition payments

The Board of Directors may decide to grant a payment to Mr. Philippe Knoche in

return for a non-competition clause. The amount of that payment shall be deducted

from the amount of the severance payment made, if any, to Mr. Philippe Knoche

under the above conditions. In the absence of a severance payment, the amount

of the payment due in return for a non-competition clause shall be set by the Board

of Directors in accordance with common practices.

Any non-competition payment must first be approved by the Board of Directors in

accordance with article L. 225-42-1, paragraph 5 of the French Commercial Code

and be approved by the Minister of the Economy pursuant to the above-mentioned

decree no. 53-707 of August 9, 1953.

15.1.1.3.

PENSIONS AND RETIREMENT BENEFITS

The company did not subscribe to any supplemental retirement plan with defined

benefits for the Chief Executive Officer. He participates in the supplemental

retirement plans applicable to the company’s executive employees.

15.1.1.4.

UNEMPLOYMENT INSURANCE

The company subscribed to an unemployment insurance plan set up by Medef

and underwritten by Garantie sociale des chefs et dirigeants d’entreprise (GSC)

in favor of the Chief Executive Officer. Membership allows officers to benefit from

12 months of severance payments with a payment level of 70% of net revenue from

employment received for the calendar year preceding membership in the case of

tax brackets A and B, and 55% in the case of tax bracket C. Seventy percent of the

premiums for this insurance are paid by AREVA and 30% by the beneficiary officer.

15.1.2.

COMPENSATION OF THE CHAIRMAN AND MEMBERS OF THE BOARD OF DIRECTORS

15.1.2.1.

COMPENSATION OF THE CHAIRMAN

OF THE BOARD OF DIRECTORS

The gross fixed annual compensation for 2016 of Mr. Philippe Varin as Chairman

of the Board of Directors did not change compared with 2015, remaining at

120,000 euros for the duration of his term of office by decision of the Board of

Directors of April 29, 2015 on the recommendation of the Compensation and

Nominating Committee of April 23, 2015. This compensation was approved by

ministerial decision dated May 19, 2015.

Mr. Philippe Varin does not receive variable compensation.

(euros)

Summary of compensation and benefits of Philippe Varin

AREVA officers and directors

Financial Year 2015

Financial Year 2016

Amounts due

(1)

Amounts paid

(2)

Amounts due

(1)

Amounts paid

(2)

Fixed compensation

120,000

120,000

120,000

120,000

Variable compensation

NA

NA

NA

NA

Exceptional compensation

NA

NA

NA

NA

Attendance fees

NA

NA

NA

NA

Benefits in kind

NA

NA

NA

NA

TOTAL

120,000

120,000

120,000

120,000

(1) Compensation due for the year, regardless of payment date.

(2) Sum total of compensation paid during the year.

15.1.2.2.

SEVERANCE AND NON-COMPETITION PAYMENTS

Mr. Philippe Varin is not entitled to severance or non-competition payments.

Executive director

Employment contract

Supplemental

retirement benefits

Compensation or benefits due or that may be due in

the event of termination or change in duties, including

payments relative to a non-competition clause

Yes

No

Yes

No

Yes

No

Name: Philippe Varin

Office: Chairman of the Board of

Directors

Date of start of term: January 8, 2015

Date of end of term: 2019 Annual

General Meeting

X

X

X

144

2016 AREVA

REFERENCE DOCUMENT