Areva - Reference Document 2016

APPENDIX 2

2. Statutory auditors’ report on related party agreements and commitments

On 7 June 2016, all of the shares of AREVANC held by your company and lent to the

directors of AREVANC (except for salaried directors and representatives of the State)

were returned to your company, which now holds 100%of the capital of AREVA NC.

Similarly, your company owns 100% of the capital of New AREVA Holding.

As a result, neither the end of the Subordination Agreement, nor the New

Subordination Agreement, needed to be authorized in respect of regulated

agreements at your Board of Directors’ meeting on 27 October 2016, as they

benefit from the exemption applicable to agreements entered into between two

companies when one of the companies, directly or indirectly, holds all of the capital

of the other, as provided in article L. 225-39 of the French Commercial Code (

Code

de commerce

4. With AREVA TA (Technicatome S.A.), an 83.56%-owned

subsidiary of AREVA

A) FINANCIAL SUPPORT ARRANGEMENT BETWEEN YOUR COMPANY AND AREVA TA

Person concerned

CEA, represented by Mr. Christophe Gégout, a member of your company’s

Supervisory Board (until the change of governance on 8 January 2015) and director

of AREVA TA.

Nature, purpose and conditions

At its meeting on 26 November 2014, your company’s Supervisory Board

unanimously authorized the signature of a letter formalizing your company’s

commitment to support its subsidiary AREVA TA should the latter not have the

ability itself to withstand significant financial losses.

As majority shareholder of AREVA TA, your company wished to specify the

conditions of its support to the latter.

In a letter dated 26 November 2014, your company stated that, in the event that

AREVA TA suffers significant financial losses (exceeding €50m) over and above the

losses already provided for relating to the projects in which it is currently engaged,

your company’s support would then take the form of a shareholder current account

contribution, followed by a forgiveness of debt for an amount corresponding to

the losses recorded on projects to the extent of the percentage of your company’s

direct and indirect interest in AREVA TA (namely 83.56%), within the limit of €200m.

The agreement formalizing the aforementioned forgiveness of debt would include

a better fortunes clause concerning the projects generating the aforementioned

losses, better fortunes meaning a reduction in the loss upon completion or the

return to profit margins on said projects before their completion.

This agreement was approved by the CombinedOrdinary and ExtraordinaryMeeting

of Shareholders on 21 May 2015.

As mentioned in the “Agreements and commitments submitted for approval by

the General Meeting of Shareholders” section of this report, at its meeting on

15 December 2016 your Board of Directors authorized the termination of this

financial support arrangement, subject to the definitive performance of the sale of

AREVA TA by your company.

B) AGREEMENTS ON FORGIVENESS OF DEBT TO THE ADVANTAGE OF AREVA TA

Persons concerned

Ms. Odile Matte and Mr. Philippe Knoche (representative of your company on

the Board of Directors of AREVA TA), members of the Board of Directors of your

company and of AREVA TA.

Nature, purpose and conditions

In the interest of the group, notably given the strategic nature of the activity of

its subsidiary AREVA TA, in its letter dated 26 November 2014, your company

undertook to provide its subsidiary with support, within the limit of €200m, in the

event that the latter does not have the ability itself to withstand significant additional

financial losses (above a fixed threshold of €50m) on the projects in progress.

This commitment was to be implemented via a shareholder current account

contribution, followed by a forgiveness of debt for an amount corresponding to

the losses recorded on projects to the extent of the percentage of your company’s

direct and indirect interest in AREVA TA (namely 83.56%), it being specified that

the agreement formalizing the forgiveness of debt should include a better fortunes

clause concerning the projects generating the aforementioned losses.

Subsequently, as your company’s current financial situation constrains it to limit the

use of its equity, it wished to limit the financial impact of the support arrangement

on its equity. By amendment letter dated 2 July 2015, it was therefore agreed to

extend the implementation of the support arrangement over time, as the financing

of the RJH project progressed, and to not systematically make each forgiveness of

debt granted to the subsidiary conditional on an undertaking by the latter to submit

to its General Meeting of Shareholders an increase of capital for the same amount,

in the two years following the grant of the forgiveness of debt.

This amendment letter was authorized by your Board of Directors on 2 July 2015.

Under the terms of these letters, the conditions of application of the financial support

arrangement for financial year 2015 were as follows:

in July 2015, further to the authorization of its Board of Directors on 2 July 2015,

your company made an initial shareholder current account contribution, followed

by a forgiveness of debt on 28 July 2015 for an amount of €49m corresponding

to the amount of the loss recognized on the contract in respect of financial years

2013 and 2014, to the extent of the percentage of your company’s direct and

indirect interest in AREVA TA. This forgiveness of debt should be followed by

an increase in AREVA TA’s capital to the advantage of AREVA SA for the same

amount, no later than 31 December 2017;

in December 2015, further to the authorization of your Board of Directors

on 17 December, AREVA SA made a further shareholder current account

contribution followed by a forgiveness of debt on 18 December 2015 for an

amount of €17,175k corresponding to the loss recognized on the RJH project in

respect of financial year 2015 to the extent of the percentage of your company’s

direct and indirect interest in AREVA TA. This forgiveness will not be followed by

a capital increase to the advantage of your company.

In accordance with the conditions of the afore-mentioned letters, the debt forgiveness

agreements include a better fortunes clause concerning the projects generating

the losses. Better fortunes means a reduction in the loss upon completion or the

return to profit margins on said projects before their completion.

5. With AREVA NC (a fully-owned subsidiary of your

company)

Persons concerned

Mr. Luc Oursel (a member of the Executive Board of your company and Chairman

of AREVA NC until 3 December 2014) and Mr. Philippe Knoche (CEO of your

company and of AREVA NC).

Mr. Bernard Bigot, Mr. Philippe Pinson and CEA represented by Mr. Christophe

Gégout, members of the Supervisory Board of your company until the change of

governance on 8 January 2015 and directors of AREVA NC.

2016 AREVA

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