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APPENDIX 2
A2
2. Statutory auditors’ report on related party agreements and commitments
2.
STATUTORY AUDITORS’ REPORT ON RELATED PARTY
AGREEMENTS AND COMMITMENTS
To the Shareholders,
In our capacity as statutory auditors of your company, we hereby report on certain
related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the
terms and conditions as well as the grounds justifying the benefit to the company of
those agreements and commitments indicated to us, or that we may have identified
in the performance of our engagement. We are not required to comment as to
whether they are beneficial or appropriate or to ascertain the existence of any such
agreements and commitments. It is your responsibility, in accordance with article
R. 225-31 31 of the French Commercial Code (
Code de commerce
), to evaluate the
benefits resulting from these agreements and commitments prior to their approval.
In addition, we are required, where applicable, to inform you in accordance with
article R. 225-31 of the French Commercial Code (
Code de commerce
) concerning
the implementation, during the year, of the agreements and commitments already
approved by the General Meeting of Shareholders.
We performed those procedures which we considered necessary to comply
with professional guidance issued by the national auditing body (
Compagnie
Nationale des Commissaires aux Comptes
) relating to this type of engagement.
These procedures consisted in verifying that the information provided to us was
consistent with the documentation from which it was extracted.
AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL
BY THE GENERAL MEETING OF SHAREHOLDERS
Agreements and commitments authorized during the
year
In accordance with article L. 225-40 of the French Commercial Code (
Code
de commerce
), we have been advised of certain related party agreements and
commitments which received prior authorization from your Board of Directors.
1. With the French Atomic Energy and Alternative Energies
Commission (Commissariat à l’énergie atomique et aux
énergies alternatives, “CEA”), a 54.37% shareholder of
your company
Person concerned
Mr. Daniel Verwaerde (director of your company and Chairman of CEA).
Nature, purpose and conditions
At its meeting on 28 April 2016, your Board of Directors authorized the signature
of amendment no. 1 to the bilateral agreement entered into with CEA (reflecting
the provisions of article 2.3 of the Tripartite Memorandum of Understanding). This
amendment was signed by your company and CEA on 20 May 2016.
As mentioned in the “Agreements and commitments already approved by the
General Meeting of Shareholders” section of this report, on 20 July 2015 your
company, AREVA TA and CEA signed a tripartite memorandum of understanding
for the final settlement of the situation of the “Réacteur Jules-Horowitz” (RJH)
project on the basis of their shared vision of what is still to be done, the schedule
upon completion and the related resources needed to finalize the project for the
construction of this reactor with the aim of loading the first core in October 2019
(the “Tripartite Memorandum of Understanding”). The signature of this Tripartite
Memorandum of Understanding was authorized by the Board of Directors voting
at its meeting held on 29 April 2015 and was approved by the General Meeting of
Shareholders on 21 May 2015.
In the Tripartite Memorandum of Understanding, your company confirmed its
participation in the funding of the RJH Project by making a commitment to pay
an additional financial contribution, supplementing the existing arrangement under
the Bilateral Agreement for the Funding of the RJH Project dated 22 December
2006 between CEA and your company. The purpose of this bilateral agreement
was to specify the parties’ general and financial commitments for the research and
development and implementation of the RJHProject, as well as the special terms and
conditions of your company’s contribution to this Project (the “Bilateral Agreement”).
Financial terms and conditions
The additional contribution provided for under this amendment must be added to
your company’s financial contribution of €50m excluding taxes (based on 2005
economic conditions), the subject of the Bilateral Agreement, and must be paid by
your company according to the following schedule:
Date
Amount due
(€m excluding taxes based on 2013 economic conditions)
1 June 2016
14.0
1 June 2017
7.5
1 June 2018
7.5
This amount of €29m excluding taxes based on 2013 economic conditions is to
be converted for this purpose to current economic conditions according to the
indexation formula set out in the consortium agreement relating to the RJH Project.
The first amount has been paid in accordance with the schedule.
Grounds justifying the benefit of the agreement for the company
Your Board of Directors justified this agreement as follows: amendment no. 1 reflects
the provisions of article 2.3 of the Tripartite Memorandum of Understanding which
is of particular benefit for AREVA in that it translates the agreement reached with
CEA concerning the assessment of the nature and scope of the parties’ respective
contractual commitments for the finalization of the RJH Project.
2. With EDF, a 2.24% shareholder of your company
Persons concerned
Mr. Christian Masset (director of your company and of EDF) and Mr. Alexis
Zajdenweber (representative of the State and director of your company and of EDF).
This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should
be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France.
2016 AREVA
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