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APPENDIX 2
A2
2. Statutory auditors’ report on related party agreements and commitments
AGREEMENTS AND COMMITMENTS ALREADY APPROVED
BY THE GENERAL MEETING OF SHAREHOLDERS
In accordance with article R. 225-30 of the French Commercial Code (
Code
de commerce
), we have been advised that the implementation of the following
agreements and commitments, which were approved by the General Meeting of
Shareholders in prior years, continued during the year.
1. With EDF, a 2.24% shareholder of your company
Persons concerned
Mr. Philippe Varin (EDF director), Mr. Christian Masset (EDF director) and Mr. Alexis
Zajdenweber (representative of the State and EDF director).
Nature, purpose and conditions
At its meeting on 29 July 2015, your Board of Directors authorized the entering into
of a non-binding agreement between your company and EDF which summarizes
and formalizes the progress of the discussions and the understanding of the steps
making it possible to establish a partnership concerning, firstly, a plan to transfer
at least 75% of the capital of the AREVA NP entity to EDF and, secondly, a project
to set up a joint entity dedicated to the design, project management and sales and
marketing of new reactors. This framework agreement was signed on 30 July 2015.
This framework agreement expired on 31 March 2016 and was replaced by the
Memorandum of Understanding dated 28 July 2016 presented in the “Agreements
and commitments submitted for approval by the General Meeting of Shareholders”
section of this report.
2. With AREVA TA (Technicatome S.A.), an 83.56%-owned
subsidiary of AREVA, 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
Concerning the ratification of the agreement signed on 26 February 2015: Mr. Daniel
Verwaerde (director of your company and Chairman of CEA).
Concerning the prior authorization of the signature of the Tripartite Memorandum
of Understanding: Mr. Daniel Verwaerde (director of your company and Managing
Director of CEA) and Ms. Odile Matte (director of your company and of AREVA TA).
Nature, purpose and conditions
On 29 April 2015, the Board of Directors ratified the agreement signed on
26 February 2015 and authorized the signature of the Tripartite Memorandum
of Understanding for the definitive settlement of the RJH project situation. The
Memorandum of Understanding was definitively signed on 20 July 2015.
In accordance with article L. 225-42 of the French Commercial Code (
Code de
commerce
), the Combined Ordinary and Extraordinary Meeting of Shareholders of
21 May 2015 ratified the agreement signed between the Managing Director of CEA
and the CEO of your company and approved, in accordance with article L. 225-38
of the French Commercial Code (
Code de commerce
), the Tripartite Memorandum
of Understanding entered into between CEA, your company and AREVA TA. CEA
did not take part in the voting.
On 26 February 2015, the Managing Director of CEA and the CEO of your company
signed an agreement for the drafting and implementation of the conditions for
the final settlement of the situation of the “Réacteur Jules-Horowitz” (RJH) project
(total cost overrun for CEA and your company estimated at €469m, based on 2013
economic conditions), on the basis of their current 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.
These contractual, financial and project governance-related conditions were to be
reflected in the drafting of a Tripartite Memorandum of Understanding (between
CEA, your company and AREVA TA), based on reciprocal concessions satisfying
the guidelines defined between the executive managements of the parties.
In accordance with the authorization dated 26 February 2015, the teams of CEA,
your company and AREVA TA reached agreement on the drafting of a Tripartite
Memorandum of Understanding for the definitive settlement of the RJH project
situation, including elements relating to the financing of the project, the conditions
of the payment of the project’s cost overruns by AREVA TA or CEA in addition
to the situation recorded at the close of the accounts at 31 December 2012 and
the establishment of a management method intended to minimize any potential
dispute on liabilities, with a shared governance reinforced by an objective-cost
project management approach. This agreement, which the parties wished to be
‘freestanding ’, cancelled and superseded the Agreement of September 2010 and
the Memorandum of Understanding of March 2011 in defining the contractual,
financial and project governance-related conditions of the RJH Project until the
end of the performance of AREVA TA’s contracts for engineering and as supplier
of the Reactor Block (FRN BR). All or part of its provisions will be transposed where
necessary into the engineering and FRN BR contracts by means of amendments.
The TripartiteMemorandumof Understanding is an important step for your company
and CEA. It reflects the agreement reached with CEA as to the assessment of the
nature and scope of the respective contractual commitments of the prime contractor,
engineering team, and Reactor Block supplier to finalize the Project.
The agreement of 26 February 2015 led your company to recognize an additional
provision of €207m euros in the accounts as at 31 December 2014, in order to take
into account the terms of the aforementioned agreement.
3. With SET (Société d’Enrichissement du Tricastin), an
88%-owned subsidiary of AREVA NC, itself a fully-owned
subsidiary of AREVA SA
Persons concerned
Mr. Bernard Bigot, Mr. Philippe Pinson and CEA, represented by
Mr. Christophe Gégout, members of your company’s Supervisory Board until the
change of governance on 8 January 2015 and directors of AREVA NC.
Nature, purpose and conditions: subordination agreement
On 13 June 2014, the Société d’Enrichissement du Tricastin (SET), which owns
and operates the Georges Besse II enrichment plant, entered into, for the purpose
of funding the Niagara project, bank financing by means of a facility agreement with
a banking pool for a total amount of €650,000,000.
Within the framework of this financing, a subordination agreement, authorized
by your company’s Supervisory Board on 26 February 2014, was also entered
into between your company and others, including AREVA NC, on 13 June 2014
(the “Subordination Agreement”). The purpose of this Subordination Agreement
is notably to subordinate the rights of your company, AREVA NC and SET Holding
with regard to SET in respect of any shareholder financing, to the rights of SET’s
lending banks until the amounts owed to the latter have been fully repaid.
In order to allow the implementation of the group’s reorganization, it appeared
necessary for New AREVA Holding to be a party to the subordination agreement
in order to anticipate the change of guarantor further to your company’s loss of
control over New AREVA Holding.
Therefore, it was agreed to enter into a new subordination agreement between,
notably, your company, New AREVA Holding and AREVA NC, which cancels and
supersedes the Subordination Agreement.
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2016 AREVA
REFERENCE DOCUMENT