Areva - Reference Document 2016

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9.1 Overview OPERATING AND FINANCIAL REVIEW

9.1.2. KEY FEATURES OF AREVA’S BUSINESS MODEL

Once the Bioenergy operations are discontinued after the completion of the last project in progress, the completion of the Olkiluoto 3 EPR project in Finland (“OL3”)

through its subsidiary AREVA NP will be AREVA’s main activity.

9.1.3. HIGHLIGHTS OF THE PERIOD

The information reported in this section concerns the entire group, including NewCo and the other operations sold or held for sale. To restore its competitiveness and reestablish its financial position, the group designed and has started to implement the Restructuring Plan, consistent with the 2016-2020 roadmap presented to the market on June 15, 2016. The Restructuring Plan includes the following three main sections: p conversion of the nuclear fuel cycle operations (including the Mining, Front End and Back End operations) into subsidiaries within the NewCo entity, a wholly owned subsidiary of AREVA; p capital increases of AREVA and NewCo in the total amount of 5 billion euros; and p asset sales in order to withdraw from certain operations and refocus on the nuclear fuel cycle operations. At the end of the implementation of the Restructuring Plan, and subject to its execution, AREVA’s main mission will be to complete the Olkiluoto 3 EPR reactor project (“OL3”) in Finland with the necessary resources, in compliance with its contractual obligations. Another objective of AREVA will be to close out the remaining renewable energy projects; it will keep the responsibility associated with outstanding component contracts and potentially with non-outstanding component contracts for which serious anomalies might be identified and unresolved by the completion of the sale of New NP (see below, “Quality action plan concerning the manufacturing plants of New NP”). Lastly, AREVA will assume responsibility for the repayment of bank borrowings (bilateral lines of credit and RCF) in 2017 and 2018. CONVERSION OF THE NUCLEAR FUEL CYCLE OPERATIONS INTO SUBSIDIARIES WITHIN NEWCO The creation of subsidiaries involved contributing the nuclear fuel cycle operations (including the Mining, Front End and Back End operations) to the NewCo entity, within which strategic investors are authorized to invest alongside the French State. The bearers of bonds issued by AREVA maturing in 2017, 2019, 2020, 2021, 2022, 2023 and 2024, assembled in general meetings, and the sole holder of the 2018 bond approved the contribution on September 19, 2016 and September 27, 2016 respectively. On November 3, 2016, AREVA’s shareholders, assembled in an Extraordinary General Meeting, also approved the contribution, the draft partial asset contribution agreement between AREVA and NewCo, and the valuation of and payment for the contribution, and delegated authority to the Board of Directors to effect the contribution. Furthermore, the contribution and correlative capital increase of NewCo were approved by the NewCo shareholders on November 3, 2016.

The contribution was effected on November 10, 2016, giving rise to a capital increase for NewCo in the amount of 45 million euros. Non-significant assets and liabilities attached to the fuel cycle operations will also be transferred.

CAPITAL INCREASES OF AREVA AND NEWCO IN THE TOTAL AMOUNT OF 5 BILLION EUROS

European Commission consent for the Restructuring Plan On April 29, 2016, the French authorities notified the European Commission of a restructuring aid measure which they plan to grant to the group pursuant to the guidelines on “aid for rescuing and restructuring non-financial undertakings in difficulty”. This notice is based on the Restructuring Plan, which aims to restore the group’s long-term viability and competitiveness. The proposed restructuring aid in the maximum total amount of 4.5 billion euros takes the form of twin capital increases by the injection of public capital in the amount of 2 billion euros in AREVA and in the maximum amount of 2.5 billion euros in NewCo. On July 19, 2016, pursuant to procedural rules on State aid, the European Commission opened a formal review related to the planned measures, asking in particular that the French authorities provide clarification on the plan for returning the group to viability, how it would contribute to its restructuring costs, and how it would remedy the potential distortions of competition that may result from the planned recapitalizations, if any. This decision was published in the Official Journal of the European Union on August 19, 2016 in order to allow all interested third parties (such as, in particular, the group’s competitors, suppliers and customers) to submit comments they may have in this regard to the European Commission. On January 10, 2017, at the end of the review of the matter by the European Commission, the latter authorized the French State’s participation in the capital increases of AREVA and of NewCo, finding in particular that (i) the planned aid measures enable the group’s return to long-term viability, (ii) the group is contributing significantly to the costs of its restructuring and (iii) the compensatory measures proposed by the group are sufficient and adequate.

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2016 AREVA REFERENCE DOCUMENT