Areva - Reference Document 2016

ADDITIONAL INFORMATION

21.4 Review of agreements authorized during previous financial years with continuing effect in the last financial year

21.4.

REVIEW OF AGREEMENTS AUTHORIZED DURING

PREVIOUS FINANCIAL YEARS WITH CONTINUING

EFFECT IN THE LAST FINANCIAL YEAR

In accordance with the provisions of article L. 225-40-1 of the French Commercial

Code, the Board of Directors of the company began a review on February 28,

2017 of agreements and commitments authorized and signed in previous years

and whose execution continued in the most recent year, with the aim of evaluating

whether those agreements still meet the criteria that initially led to their approval.

Agreements ended in 2016

The purpose of the subordination agreement signed on June 13, 2014 is, inter

alia, to subordinate the rights of AREVA SA, AREVA NC and SET Holding vis-à-

vis SET (Société d’Enrichissement du Tricastin) in respect of any shareholder-

provided funding, to the rights of SET’s lending banks, until all amounts due

to the latter have been repaid in full in connection with the bank financing

of the Georges Besse II plant. To enable the implementation of the group’s

reorganization, a new subordination agreement was signed on November 10,

2016 between in particular AREVA SA, New AREVA Holding and AREVA NC,

which cancels and replaces the initial agreement. This agreement is described

in Appendix 2 of this Reference Document.

A framework agreement signed July 30, 2015 between EDF and AREVA SA

which recapitulates and formalizes the state of progress of the discussions

and the understanding of the stages enabling the successful creation of a

partnership involving on the one hand a plan to sell at least 75% of the capital

of the AREVANP entity to EDF, and on the other hand a plan to create a joint entity

devoted to the design, project management andmarketing of new reactors. This

agreement expired onMarch 31, 2016 andwas replaced by thememorandumof

understanding dated July 28, 2016. This agreement is described in Appendix 2

of this Reference Document.

Agreement to be declassified under article L. 225-39 of the

Code of Commerce

Agreement signed July 16, 2004 under which AREVANC gave AREVA SA authority

to manage or organize and control, in the its name and on its behalf, assets

earmarked to fund dismantling and radioactive waste management expenses. This

agreement is described in Appendix 2 of this Reference Document.

Agreements still in force

Tripartite memorandum of understanding signed July 20, 2015 between

AREVA SA, the CEA and AREVA TA for the drafting and implementation of the

terms for the final settlement of the Jules Horowitz Reactor project (RJH) situation,

incorporating items relating to the funding of the project, to the conditions for

the assumption of excess project costs by AREVA TA or the CEA beyond the

situation recorded in the financial statements at December 31, 2012, and to the

establishment of a management framework designed to minimize all potential

differences of opinion on responsibilities, with strengthened joint governance, in

a management approach with fixed project costs. This tripartite memorandum

of understanding is described in Appendix 2 of this Reference Document.

Letters of support dated November 26, 2014 and July 2, 2015 from the company

to its subsidiary AREVA TA, within the limit of 200 million euros, in the event

that the latter does not have the ability itself to cope with large financial losses

on projects in progress and debt forgiveness agreements resulting from them.

On December 15, 2016, the Board of Directors decided to put an end to this

mechanism of financial support, subject to the completion of the sale of AREVA

TA. These letters and agreements are described in Appendix 2 of this Reference

Document.

Commitments made by AREVA corresponding to compensation or benefits

due or likely to be due to Mr. Philippe Knoche in his capacity as Chief Executive

Officer due to the cessation or change of his duties. These commitments are

described in Appendix 2 of this Reference Document.

The Board of Directors, meeting on February 28, 2017, decided to maintain these

agreements and commitments.

2016 AREVA

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