Areva - Reference Document 2016

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

3. Preparation and organization of the Board of Director’s work

Mr. Denis Morin, a director appointed by the Shareholders on a proposal from the

French State, resigned from his position as director as from October 26, 2016.

In itsmeeting of October 27, 2016 and on the recommendation of theCompensation

and Nominating Committee, the Board of Directors decided to modify the

composition of the committees as follows:

Mrs. Marie-Hélène Sartorius replaced Mrs. Sophie Boissard as member of the

Compensation and Nominating Committee and of the Ad Hoc Committee. She

also replaced Mr. Denis Morin in the Audit and Ethics Committee;

Mrs. Pascale Sourisse replaced Mrs. Sophie Boissard as the Chairman of the

Audit and Ethics Committee (of which she was already a member). She also

remained a member of the Ad Hoc Committee, which she had chaired up until

then;

Mr. Claude Imauven became Chairman of the Ad Hoc Committee, of which he

was already a member.

Lastly, in its meeting of February 28, 2017, the Board of Directors modified the

composition of the committees as follows:

Mrs. Marie-Hélène Sartorius replaced Mrs. Pascale Sourisse as Chairman of

the Audit and Ethics Committee. Mrs. Pascale Sourisse remained a member

of that committee;

Mr. Claude Imauven replaced Mrs. Pascale Sourisse as Chairman and member

of the End-of-Lifecycle Obligations Monitoring Committee.

Sophie Boissard (age 46 – French nationality)

Mrs. Sophie Boissard is an alumnus of the École normale supérieure of Paris

and holds diplomas from the Institut d’études politiques of Paris and of the École

nationale d’administration.

Other offices held

CEO of Korian

(1)

since January 26, 2016;

Chairman of the Board of Directors of Korian Management (Korian) (since

February 27, 2016);

Chairman of the Board of Directors of Curanum (Korian) (since February 27,

2016);

Chairman of the Institut du Bien Vieillir Korian (Korian) (since February 26, 2016);

Director of Segesta SpA (Korian) (since February 26, 2016);

Director of Senior Living Group NV (Korian) (since February 26, 2016);

Director of the KOR Foundation (Korian) (since February 26, 2016);

Director of Sanef;

Chairman of Espaces Ferroviaires (SNCF) (term expired February 1, 2016);

Chairman of the ICF Habitat group (SNCF) (term expired January 25, 2016).

Other offices held during the past five years

Director of Eurostar International Limited (SNCF).

Mrs. Sophie Boissard resigned from her functions as director of AREVA on

November 1, 2016.

Denis Morin (age 61 – French nationality)

Mr. Denis Morin is an alumnus of École nationale d’administration and holds

diplomas from the École des hautes études commerciales of Paris (HEC) and

from the Institut d’études politiques of Paris.

Other offices held

Director of SNCF

(1)

;

Director of Budget at the French Ministry of Economy and Finance (term expired

December 22, 2016).

President of the Second Chamber of the Cour des Comptes (since February 24,

2017).

Other offices held during the past five years

Director of EDF

(1)

Mr. Denis Morin resigned from his functions as director of AREVA on October

26, 2016.

3.1.4.

MEMBERS OF THE BOARD OF DIRECTORS

AT DECEMBER 31, 2016

Members appointed by the Shareholders/coopted by the

Board of Directors

The members of the Board of Directors are:

Mr. Philippe Varin (Chairman);

Mr. Claude Imauven (independent member);

Mr. Philippe Knoche, Chief Operating Officer;

Mr. Christian Masset (appointed on the proposal of the French State);

Mrs. Marie-Hélène Sartorius (independent member);

Mrs. Pascale Sourisse (independent member);

Mr. Daniel Verwaerde (Vice Chairman).

Their respective terms will expire at the end of the Annual General Meeting convened

to approve the financial statements for the year ending December 31, 2018.

The terms of office held by Mr. Denis Morin and Mrs. Sophie Boissard at

December 31, 2016, who resigned on October 26, 2016 and November 1,

2016 respectively, are described in Section 14. Administrative, management and

supervisory bodies and executive management and in Appendix 1. Report of the

Chairman of the Board of Directors of the 2016 Reference Document.

Philippe Varin (age 64 – French nationality) – Chairman of the

Board of Directors

An alumnus of École polytechnique and of the École des mines, Mr. Philippe Varin

was appointed director by the Shareholders on January 8, 2015 and as Chairman

of the Board of Directors by the Board of Directors, meeting on that same date.

Other offices held

Director of Saint-Gobain

(1)

;

Chairman of the Cercle de l’Industrie;

Special envoy of the Minister of Foreign Affairs and International Development

to ASEAN countries;

Chairman of SASU PRM3C.

Other offices held during the past five years

Director of EDF

(1)

;

Chairman of the Managing Board of Peugeot SA

(1)

;

Chairman of the Board of Directors of Peugeot Citroën Automobiles SA;

Chairman of the Board of Directors of GEFCO SA;

Director of Banque PSA Finance SA;

Director of Faurecia SA;

Director of PCMA Holding BV;

(1) Publicly traded company.

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2016 AREVA

REFERENCE DOCUMENT