Areva - Reference Document 2016

15

COMPENSATION AND BENEFITS 15.1 Compensation of officers and directors

Non-competition payments The Board of Directors may decide to grant a payment to Mr. Philippe Knoche in return for a non-competition clause. The amount of that payment shall be deducted from the amount of the severance payment made, if any, to Mr. Philippe Knoche under the above conditions. In the absence of a severance payment, the amount of the payment due in return for a non-competition clause shall be set by the Board of Directors in accordance with common practices. Any non-competition payment must first be approved by the Board of Directors in accordance with article L. 225-42-1, paragraph 5 of the French Commercial Code and be approved by the Minister of the Economy pursuant to the above-mentioned decree no. 53-707 of August 9, 1953.

15.1.1.3. PENSIONS AND RETIREMENT BENEFITS The company did not subscribe to any supplemental retirement plan with defined benefits for the Chief Executive Officer. He participates in the supplemental retirement plans applicable to the company’s executive employees. 15.1.1.4. UNEMPLOYMENT INSURANCE The company subscribed to an unemployment insurance plan set up by Medef and underwritten by Garantie sociale des chefs et dirigeants d’entreprise (GSC) in favor of the Chief Executive Officer. Membership allows officers to benefit from 12 months of severance payments with a payment level of 70% of net revenue from employment received for the calendar year preceding membership in the case of tax brackets A and B, and 55% in the case of tax bracket C. Seventy percent of the premiums for this insurance are paid by AREVA and 30% by the beneficiary officer.

15.1.2. COMPENSATION OF THE CHAIRMAN AND MEMBERS OF THE BOARD OF DIRECTORS

15.1.2.1. COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Directors of April 29, 2015 on the recommendation of the Compensation and Nominating Committee of April 23, 2015. This compensation was approved by ministerial decision dated May 19, 2015. Mr. Philippe Varin does not receive variable compensation.

The gross fixed annual compensation for 2016 of Mr. Philippe Varin as Chairman of the Board of Directors did not change compared with 2015, remaining at 120,000 euros for the duration of his term of office by decision of the Board of

(euros)

Summary of compensation and benefits of Philippe Varin

Financial Year 2015

Financial Year 2016

AREVA officers and directors Fixed compensation Variable compensation Exceptional compensation

Amounts due (1)

Amounts paid (2)

Amounts due (1)

Amounts paid (2)

120,000

120,000

120,000

120,000

NA NA NA NA

NA NA NA NA

NA NA NA NA

NA NA NA NA

Attendance fees Benefits in kind

TOTAL

120,000

120,000

120,000

120,000

(1) Compensation due for the year, regardless of payment date. (2) Sum total of compensation paid during the year.

15.1.2.2. SEVERANCE AND NON-COMPETITION PAYMENTS Mr. Philippe Varin is not entitled to severance or 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 Varin Office: Chairman of the Board of Directors Date of start of term: January 8, 2015 Date of end of term: 2019 Annual General Meeting

X

X

X

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2016 AREVA REFERENCE DOCUMENT