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Page Background 25.1. SIGNIFICANT EQUITY INTERESTS OF AREVA 310 25.2. SHAREHOLDERS’ AGREEMENTS 310 25.2.1. Shareholders’ agreements concerning AREVA shares 310 25.2.2. Main shareholders’ agreements concerning AREVA’s equity interests 311

25

INFORMATION

ON HOLDINGS

25.1.

SIGNIFICANT EQUITY INTERESTS OF AREVA

Not applicable.

25.2.

SHAREHOLDERS’ AGREEMENTS

25.2.1.

SHAREHOLDERS’ AGREEMENTS CONCERNING AREVA SHARES

Except for agreements described hereunder, there is, to AREVA’s knowledge, no

agreement containing rights of first refusal concerning at least 0.5% of AREVA’s

share capital or voting rights.

SHAREHOLDERS’ AGREEMENT BETWEEN THE FRENCH STATE,

THE CEA AND KIA

The French State, the CEA and KIA entered into a 10-year shareholders’ agreement

effective December 28, 2010, whose key provisions are as follows:

p

the French State has a preemptive right in the event that KIA sells all or part of

its equity interest, except for sales of shares made on the market;

p

KIA has an absolute right to dispose of its shares in the event of a change in

control of AREVA, in the meaning of article L. 233-3 of the French Commercial

Code.

The French State has an option to purchase the shares in the event that KIA violates

its commitment regarding the preemptive right. The exercise price for the purchase

option shall be calculated based on the average weighted closing price of AREVA

shares during the 90 trading days preceding the date of exercise of the option.

Within the framework of the General Meeting of Shareholders of February 3, 2017,

in which the capital increase reserved for the French State with cancellation of the

shareholders’ preemptive subscription right was decided, KIA did not exercise its

anti-dilution right.

MEMORANDUM OF UNDERSTANDING BETWEEN TOTAL CHIMIE,

TOTAL NUCLÉAIRE AND AREVA

Under the terms of amemorandumof agreement dated June 27, 2001, Total Chimie

and Total Nucléaire agree to retain their AREVA securities until such time as AREVA

shares are admitted for trading on a regulated market. Although all AREVA shares

are now traded on a regulated market, neither Total Chimie nor Total Nucléaire has

yet chosen to dispose of their AREVA shares.

310

2016 AREVA

REFERENCE DOCUMENT