337 / 386
APPENDIX 2
A2
2. Statutory auditors’ report on related party agreements and commitments
B) TERMINATION OF THE FINANCIAL SUPPORT ARRANGEMENT BETWEEN YOUR
COMPANY AND AREVA TA
Nature, purpose and conditions
At its meeting on 15 December 2016, subject to definitive realization of the sale of
AREVA TA by your company, your Board of Directors authorized the early termination
of the financial support arrangement that your company had granted to its subsidiary
AREVA TA by letters signed between the two companies dated 26 November 2014
and 2 July 2015, as from 1 January 2017.
The letter terminating the financial support arrangement was signed by your
company and AREVA TA on 16 December 2016.
Grounds justifying the benefit of the agreement for the
company
Your Board of Directors justified this agreement as follows: this agreement is justified
by AREVA TA’s forthcoming exit from the AREVA group according to the terms
negotiated between your company and the buyers.
C) YOUR COMPANY’S ASSIGNMENT OF A RECEIVABLE TO AREVA TA
Nature, purpose and conditions
At its meeting on 15 December 2016, your Board of Directors authorized the
signature of the deed of assignment of a receivable held by your company from
01dB Italia in the amount of €626,187.75 as at 31 October 2016 between your
company and AREVA TA for the token price of one euro (€1).
The deed of assignment of the receivable was signed by your company and
AREVA TA on 16 December 2016.
01dB Italia, acquired by AREVA TA in 2011, is an Italian company fully owned
by AREVA TA, without any activity, and has been in voluntary liquidation since
2011. Within the scope of the AREVA group’s centralized cash management
agreement, your company has a current account in 01dB Italia’s books amounting
to €626,187.75 as at 31 October 2016.
In view of the lowprobability of O1dB Italia recovering receivables from its customers,
this receivable was fully depreciated in November 2016.
Grounds justifying the benefit of the agreement for the
company
Your Board of Directors justified this agreement as follows: this agreement is justified
by AREVA TA’s forthcoming exit from the AREVA group according to the terms
negotiated between your company and the buyers.
4. With the French State, a 28.83% shareholder of your
company, and the French Atomic Energy and Alternative
Energies Commission
(Commissariat à l’énergie atomique
et aux énergies alternatives)
, a 54.37% shareholder of your
company
Persons concerned
Mr. Alexis Zajdenweber (representative of the State) and Mr. Daniel Verwaerde
(director of your company and Chairman of CEA).
Nature, purpose and conditions
At itsmeeting on 6 December 2016, your Board of Directors authorized the signature
of the agreement fixing the terms of the sale by your company of all of its shares
in AREVA TA (corresponding to 83.56% of the capital before prior operations), a
company specialized in the design, manufacture, commissioning andmaintenance
of compact nuclear reactors for naval propulsion and nuclear research installations,
to a consortium of buyers composed of the Agence des Participations de l’État
(APE, 50.32% of the capital), the Commissariat à l’énergie atomique et aux énergies
alternatives (CEA, 20.32% of the capital) and DCNS (20.32% of the capital) for a
price based on a maximum valuation of €559m for 100% of the equity.
The sale agreement was signed on 15 December 2016.
Grounds justifying the benefit of the agreement for the
company
Your Board of Directors justified this agreement as follows: this sale is part of the
transformation plan adopted by AREVA in order to refocus on nuclear cycle activities.
Agreements and commitments authorized after closing
We have been advised of the following related party agreement, which received
prior authorization from your Board of Directors after closing.
With the French State, a 28.83% shareholder of your company
Person concerned
Mr. Alexis Zajdenweber (representative of the State).
Nature, purpose and conditions
Further to the decision of the European Commission on 10 January 2017, the State
granted your company a shareholder current account advance for an amount of
€1,999,999,998.
The key characteristics of this advance are as follows:
p
drawdown dates: €1,100,000,000 may be drawn as from 16 March 2017 and
€899,999,998 may be drawn as from 16 June 2017 on the condition that
the group’s cash situation is below €500,000,000 at the date of this second
drawdown;
p
repayment: One-year EURIBOR plus 450 basis points;
p
due date: either (i) the capital increase subscribed by the State in the company
concerned or (ii) 30 June 2018, whichever date is earlier.
At its meeting on 3 February 2017, your Board of Directors authorized entry into
an agreement for a shareholder current account advance with the State, signed
the same day.
Grounds justifying the benefit of the agreement for
the company
Your Board of Directors justified this agreement as follows: this agreement is justified
by the need to secure the financing of the group’s general needs as well as the
repayment of the financial bank debt until the increase of capital is performed.
2016 AREVA
REFERENCE DOCUMENT
337