Areva - Reference Document 2016

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COMPENSATION AND BENEFITS 15.1 Compensation of officers and directors

Summary of compensation and benefits for Philippe Knoche 2015 (1) 2016 (1)

(euros) AREVA officers and directors Fixed compensation Variable compensation Exceptional compensation

Amounts due (2)

Amounts paid (3)

due (2)

Amounts paid (3)

417,060

417,060

420,000

418,589 (4)

NA NA NA

NA NA NA

NA

NA NA NA

30,000

Attendance fees

NA

Non-cash benefits (company car) (5)

2,940

3,375

4,416

4,416

TOTAL

420,000

420,435

454,416

423,005

(1) Compensation due for the year, regardless of payment date or employment status of Mr. Philipp Knoche. (2) Compensation due for the year, regardless of payment date. (3) Sum total of compensation paid during the year, including that paid for the previous year. (4) Excess payments of 976 euros for 2014 and of 435 euros for 2015 were equalized. (5) Non-cash benefits are not included in the cap of 450,000 euros set by the decree of August 9, 1953.

15.1.1.2. SEVERANCE AND NON-COMPETITION PAYMENTS

Compensation or benefits due or that may be due in the event of termination or change in duties, including payments relative to a non-competition clause

Supplemental retirement benefits

Employment contract

Executive director

Yes

No

Yes

No

Yes

No

Name: Philippe Knoche Office: Chief Executive Officer Date of start of term: January 8, 2015 Date of end of term: 2019 Annual General Meeting (1) Excluding exceptions hereunder.

X

X

X (1)

Severance payments On the recommendation of the Compensation and Nominating Committee dated April 23, 2015, the Board of Directors decided at its meeting of April 29, 2015 that Mr. Philippe Knoche is entitled to a severance payment in a maximum amount equal to twice the cumulative amount of his annual compensation on the day his duties terminate. If Mr. Philippe Knoche (i) wishes to exercise his right to retire shortly after the end of his term, regardless of the reason, even if constrained to do so, or (ii) occupies another function within the group, he shall not be entitled to a severance payment. The above-mentioned severance payment would be paid only in the event of Mr. Philippe Knoche’s dismissal, in particular in the event of a change of control or strategy, it being noted that it would not be paid in the event of dismissal for just cause. This severance payment is subject to performance conditions, according to the following terms: p the severance payment will be paid automatically if the rate of achievement of quantitative and qualitative objectives of the last two financial periods exceeded an average of 60%;

p if the rate of achievement of quantitative and qualitative objectives for the last two financial periods was less than an average of 60%, the Board of Directors will assess the performance of the party concerned with regard to circumstances affecting the company’s functioning during the financial year. At its meeting of February 24, 2016 and on the recommendation of the Compensation and Nominating Committee dated February 16, 2016, the Board of Directors also decided on said objectives for 2016 as follows: p 60% are quantitative objectives to be met which are a function of net cash flow, operating income, progress on the performance plan, commercial objectives and Safety-Health-Security objectives; p 40% are qualitative objectives to be met related to the group’s transition and to the strategic roadmap of New AREVA, to the compliance action plan and to operational excellence. The principle of the severance payment’s subordination to the achievement of the performance criteria was authorized by ministerial decision on May 19, 2015 and approved by the Combined General Meeting of Shareholders of May 21, 2015. All severance payments shall first be approved by the Board of Directors in accordance with article L. 225-42-1, paragraph 5 of the French Commercial Code and approved by the Minister of the Economy pursuant to the above-mentioned decree no. 53-707 of August 9, 1953.

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2016 AREVA REFERENCE DOCUMENT