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COMPENSATION AND BENEFITS

15

15.1 Compensation of officers and directors

(euros)

2015

2016

Board of Directors

Gross

compensation

Attendance

fees

Total gross

compensation

Gross

compensation

Attendance

fees

Total gross

compensation

(a)

(b)

(c = a + b)

(a)

(b)

(c = a + b)

Sophie Boissard

-

99,250

99,250

-

67,750

(1)

67,750

Claude Imauven

-

75,584

75,584

-

77,250

77,250

Philippe Knoche

420,435

-

(2)

420,435

423,005

-

(3)

423,005

Jean-Michel Lang

(4)

44,729

25,000

69,729

36,047

43,750

79,797

Christian Masset

-

34,000

34,000

-

37,750

37,750

Odile Matte

(4)

72,187

37,750

109,937

68,906

41,500

110,406

Denis Morin

-

20,500

20,500

-

25,000

(5)

25,000

Françoise Pieri

44,777

50,500

95,277

44,505

50,500

95,005

Marie-Hélène Sartorius

(6)

NA

NA

NA

-

14,050

14,050

Pascale Sourisse

-

91,000

91,000

-

99,000

99,000

Philippe Varin

120,000

-

(2)

120,000

120,000

-

(3)

120,000

Daniel Verwaerde

(7)

177,272

-

(2)

177,272

291,642

-

(3)

291,642

Alexis Zajdenweber

-

85,917

85,917

-

81,250

81,250

(1) Mrs. Sophie Boissard resigned from her functions on the Board of Directors, effective November 1, 2016.

(2) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2015.

(3) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2016.

(4) At the request of Jean-Michel Lang, Françoise Pieri and Odile Matte, directors elected by company personnel, AREVA pays their attendance fees to the labor unions to which

they belong.

(5) Mr. Denis Morin resigned from his functions on the Board of Directors, effective October 26, 2016.

(6) Mrs. Marie-Hélène Sartorius was coopted by the Board of Directors on October 27, 2016, effective November 1, 2016, to replace Mrs. Sophie Boissard. The Combined

General Meeting of Shareholders ratified this cooptation on February 3, 2017.

(7) Mr. Daniel Verwaerde was appointed member and Vice Chairman of the Board of Directors on February 2, 2015, replacing Mr. Bernard Bigot, who had been appointed to

that function on January 8, 2015.

Pursuant to article 6 of order no. 2015-948 of August 20, 2014, attendance fees

allocated to directors appointed by the Shareholders on a proposal from the State

and who are public officials of the State are paid into the State budget.

Concerning the Representative of the State appointed pursuant to article 4 of the

order of August 20, 2014, all compensation received by him for serving his term

of office is paid into the State budget.

15.1.2.6.

REPORT OF THE BOARD OF DIRECTORS

ON THE COMPENSATION OF OFFICERS

In accordance with the provisions of article L. 225-37-2 of the French Commercial

Code stemming from law no. 2016-1691 of December 9, 2016 related to

transparency, the fight against corruption and the modernization of economic

life, known as the “Sapin 2 Law”, the Board of Directors drew up a report on the

compensation of company officers.

“Dear Shareholders,

The Ordinary General Meeting of Shareholders of AREVA SA (“AREVA” or “the

Company”) has been convened by the Board of Directors for May 18, 2017 at

11:00 am at the company’s head office.

In this report, pursuant to article L. 225-37-2 of the Commercial Code arising from

law no. 2016-1691 of December 9, 2016 relating to transparency, the fight against

corruption and the modernization of economic life, known as the “Sapin 2 Law”,

we present the principles and criteria for determining, distributing and allocating

fixed, variable and exceptional items making up total compensation and benefits

of any kind attributable to AREVA’s officers.

It should be noted that for a company whose shares are admitted to trading on

a regulated market, article L. 225-100 of the Commercial Code provides that the

amounts resulting from the implementation of these principles and criteria will be

submitted to the shareholders for approval during the general meeting convened

to approve the 2017 financial statements.

Payment of items of variable and exceptional compensation is conditioned on

that approval.

1. General principles of the compensation policy applicable

to officers

The major principles of the compensation policy are set by the Board of Directors

after receiving the opinion of the Compensation and Nominating Committee. In

accordance with the structure of governance currently in place, the officers are:

2016 AREVA

REFERENCE DOCUMENT

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