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INFORMATION ON HOLDINGS
25
25.2 Shareholders’ agreements
25.2.2.
MAIN SHAREHOLDERS’ AGREEMENTS CONCERNING AREVA’S EQUITY INTERESTS
EURODIF/SOFIDIF
On December 6, 2016, AREVA NC acquired the shares held by the minority
shareholder Synatom thus, raising its direct interest in Eurodif’s capital from 44% to
55%. AREVANC presently holds, directly or indirectly through Sofidif, approximately
70% of Eurodif’s capital.
As part of a bilateral agreement between France and Iran for cooperation in the field
of enrichment, a memorandum of understanding was entered into in 1974 leading
to the establishment of Sofidif, 40% of whose share capital is held by the Atomic
Energy Organization of Iran (AEOI), with 60% held by AREVA NC.
Sofidif’s sole asset is a 25% interest in Eurodif. Sofidif’s business is limited to taking
part in meetings of Eurodif’s Supervisory Board, collecting its share of Eurodif’s
dividends and redistributing those dividends to its own shareholders.
AREVA TA
A memorandum of understanding concerning a change in the shareholders
of AREVA TA was signed on March 12, 1993 and subsequently amended on
October 5, 2000, with AREVA SA holding 24.90% of AREVA TA’s shares. This
memorandum of understanding governed in particular the composition of AREVA
TA’s Board of Directors and the terms for the sale of its shares. In connection with
the group’s reorganization plan, a share purchase agreement was signed between
AREVA SA, the French State, the CEA and DCNS under which AREVA SAwould sell
all of its interest in AREVA TA. In connection with that transaction, thememorandum
of understanding concerning the change in AREVA TA’s shareholders was modified
accordingly.
ETC
AREVANC holds 50%of the shares of Enrichment Technology Company Ltd (ETC),
which combines all of Urenco’s operations involving the design and construction of
facilities and equipment for uranium enrichment by centrifugation. A shareholders’
agreement defines the relations between AREVA NC and Urenco in ETC, in
particular concerning the composition of the Board of Directors, decisions requiring
a unanimous vote by the directors present, and restrictions on selling ETC shares.
AGREEMENT BETWEEN THE FRENCH STATE AND THE CEA
The Autorité des marchés financiers (the financial regulator) was informed that a
three-year agreement (2014-2016), had been signed between the CEA and the
French State on August 13, 2014 for the long-term financing of the CEA’s nuclear
expenses, in conformance with article L. 233-11 of the French Commercial Code.
This agreement provides that the price per AREVA share bought back by the French
State from the CEA within this framework will be the highest of (a) the average
closing price per share, weighted for trading volumes, for the 90 trading days
preceding the date of calculation, or (b) the net equity per share, as per AREVA’s
financial statements for the period ended December 31 of the year preceding the
transaction.
On December 11, 2014, the CEA sold 27,412,875 AREVA shares
representing 7.15% of AREVA’s share capital to the French State for the amount
of 334,300,010.63 euros.
For 2015, the reclassification option was not used due to the proposed
recapitalization of AREVA by the French State. To enable the CEA to continue
its cleanup and dismantling program, the State (APE) granted a cash advance to
the CEA within the framework of an agreement dated July 13, 2016 providing for
reimbursement by the CEA in AREVA shares, based on the price offered by the
State for one AREVA SA share in connection with the public buyout offer that the
State intends to file as soon as the NewCo capital increase has been carried out.
2016 AREVA
REFERENCE DOCUMENT
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