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APPENDIX 2
A2
2. Statutory auditors’ report on related party agreements and commitments
Nature, purpose and conditions: agency agreement
On 8 July 2004, the Supervisory Board authorized the signature of an agency
agreement under which AREVA NC gave AREVA authority to manage or organize
and control, in the name and on behalf of AREVA NC, assets earmarked to cover
dismantling and radioactive waste management costs. This agreement has an
indefinite term with three months’ notice required for termination by either party. It
did not give rise to any payment in 2016.
This agreement was approved by the Ordinary General Meeting of Shareholders
on 12 May 2005.
On 7 June 2016, all the shares of AREVA NC that were held by your company
and lent to the directors of AREVA NC (with the exception of salaried directors and
representatives of the State) were returned to your company which now holds 100%
of the capital of AREVA NC.
6. With Mr. Philippe Knoche, member of the Board
of Directors
Nature, purpose and conditions
On 29 April 2015, upon proposal by the Appointments and Compensation
Committee, your Board of Directors decided to terminate the commitments made
by your company corresponding to indemnities or benefits owed or liable to be
owed to Mr. Philippe Knoche, CEO, as a result of his duties being terminated or
changed, under the following conditions:
Mr. Philippe Knoche may receive a termination benefit for a maximum amount fixed
at twice the amount of the last fixed portion of his remuneration, on an annual basis,
as of the date on which his duties terminate.
If Mr. Philippe Knoche (i) wishes to receive his retirement benefits shortly after the
end of his term of office, regardless of the reasons therefor, even if forced, or (ii) is
moved to another position within the group, he shall not claim any termination
benefit.
The above-mentioned termination benefit shall only be paid in the event of removal
of Mr. Philippe Knoche from office, unless for just cause, notably in the event of a
change in control or strategy.
The termination benefit shall be subject to the following performance conditions:
p
if the average of the two previous financial years corresponds to the achievement
of 60% or more of the quantitative and qualitative objectives, the termination
benefit will be paid automatically;
p
if the average of the two previous financial years corresponds to the achievement
of less than 60% of the quantitative and qualitative objectives, your Board of
Directors will assess the performance of Mr. Philippe Knoche with regard to the
circumstances that affected the company’s operation in the year ended.
Your Board of Directors may decide to grant Mr. Philippe Knoche compensation
as consideration for a non-competition clause. The amount of such compensation
shall be charged against the termination payment made, if applicable, toMr. Philippe
Knoche under the above terms and conditions. If no termination payment is made,
the amount of compensation due in consideration of a non-competition clause
shall be fixed by your Board of Directors in accordance with customary practice
Mr. Philippe Knoche will benefit from:
p
the unemployment insurance provided for by theMEDEF under the social security
guarantee covering company managers and executives
(Garantie Sociale des
Chefs et Dirigeants d’Entreprise (GSC))
, the contributions to which shall be borne
65% by the Company and 35% by Mr. Philippe Knoche;
p
the supplementary pension scheme applicable to executive employees of the
company.
The Combined Ordinary and Extraordinary Shareholders’ Meeting of 21 May 2015
approved the commitments made by your company corresponding to the
indemnities or benefits owed or liable to be owed to Mr. Philippe Knoche, CEO, as
a result of his duties being terminated or changed.
Within the context of the annual review of the regulated agreements and
commitments, your Board of Directors decided at its meeting on 28 February 2017
to maintain these agreements.
Courbevoie and Paris-La Défense, March 31, 2017
French original signed by
The Statutory Auditors
MAZARS
ERNST & YOUNG Audit
Cédric Haaser
Jean-Louis Simon
Aymeric de La Morandière
Jean Bouquot
340
2016 AREVA
REFERENCE DOCUMENT