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ADDITIONAL INFORMATION
21
21.3 Agreements referred to in article L. 225-102-1 paragraph 13 of the French Commercial Code
accordance with applicable legislation and regulations. The shareholders are in that
case deemed to be present for the calculation of quorum and majority.
Any shareholder may participate in person or by proxy in General Meetings of
Shareholders, as provided by law, by offering proof of his or her identity and of his
or her ownership of the shares, either by registering the shares or certificates with
the company at least two days before the General Meeting of Shareholders or, in
the case of bearer shares, if any, by delivering a certificate of ownership through
an authorized account representative confirming the registration of the shares in
the bearer share accounts.
In the event of the subdivision of share or certificate ownership, only the voting right
holder may attend or be represented at the General Meeting.
Joint owners of undivided shares are represented at the General Meeting by one
of the joint owners or by a single proxy who shall be designated, in the event of
disagreement, by order of the President of the Commercial Court in an urgent ruling
at the request of any of the joint owners.
The Company Works Council designates two of its members to attend General
Meetings of shareholders, one from among the company’s managers, technicians
and supervisors, and the other fromamong its administrative/clerical personnel and
craft/manual workers. Alternatively, the persons mentioned in articles L. 2323-64 and
L. 2323-65 of the French Labor Code may attend the General Meetings.
21.2.5.
PROVISION HAVING THE EFFECT OF DELAYING, DEFERRING OR PREVENTING
A CHANGE OF CONTROL OF AREVA – CONDITIONS GOVERNING CHANGES
IN THE SHARE CAPITAL
Decree no. 83-1116 of December 21, 1983, as amended on January 14, 2016,
requires that the French State, or the Commissariat à l’énergie atomique et aux
énergies alternatives (CEA), or the other public institutions of the State, or the
companies in which they hold a majority share, directly or indirectly, singly or
severally, keep more than half of the capital of the company.
The Shareholders, meeting on February 3, 2017, authorized a capital increase
reserved for the French State in the amount of 1,999,999,998 euros (including
issue premium) by the issue of ordinary shares, subject to the fulfillment of the
conditions accompanying the European Commission decision in conformance
with European regulations on State aid.
At the end of the reserved capital increase, if it is completed, the French State
would hold 67.05% of the company’s capital directly and 92.22% of the capital of
the company jointly with the CEA.
21.2.6.
BREACHING SHAREHOLDING THRESHOLDS
Aside from the thresholds provided by law, any natural person or corporate entity,
acting alone or in concert, who comes into ownership, directly or indirectly, of a
fraction equal to or greater than 0.5% or any multiple thereof of the share capital
and/or voting rights of the company shall declare to the company within four trading
days of exceeding the threshold, by registered letter to the head office with return
receipt requested, the number of shares and/or voting rights held and of securities
giving access to the share capital and to the voting rights potentially attached thereto.
This same requirement to provide information applies, within the same period of
time, when falling below the threshold of 0.5% or a multiple thereof.
21.3.
AGREEMENTS REFERRED TO IN ARTICLE L. 225-102-1
PARAGRAPH 13 OF THE FRENCH COMMERCIAL CODE
Article L. 225-102-1, paragraph 13, of the French Commercial Code indicates that
the Management Report must mention agreements signed, directly or through a
third party, between, on the one hand and as the case may be, a member of the
Board of Directors, the Chief Executive Officer, one of the Chief Operating Officers
or one of the Shareholders holding more than 10% of a company’s voting rights
and, on the other hand, another company where the latter owns, directly or indirectly,
more than half of the share capital, except when the agreement relates to a routine
transaction concluded at arm’s length.
One agreement enters into this category:
p
Amendment dated February 27, 2015 to the Memorandum of Understanding
between AREVA NC and the CEA signed December 22, 2004 relative to the
transfer to COGEMA of CEA’s obligations pertaining to future cleanup and
dismantling expenses at the la Hague site and at Cadarache’s CFCa facility.
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2016 AREVA
REFERENCE DOCUMENT