Areva - Reference Document 2016

15

COMPENSATION AND BENEFITS 15.1 Compensation of officers and directors

15.1.2.3. COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS The members of the Board of Directors receive attendance fees during their terms of office. In accordance with the wish they expressed to the Board, the Board of Directors decided that Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde will not receive attendance fees for 2016. At the request of Jean-Michel Lang, Françoise Pieri and Odile Matte*, directors elected by company personnel, AREVA pays their attendance fees to the labor unions to which they belong. On January 8, 2015, the Shareholders set themaximum total amount of attendance fees allocated to the members of the Board of Directors at 610,000 euros for the period beginning January 8, 2015 and ending at the end of the 2015 financial year and for the following years. In accordance with article 3 of decree no. 53-707 of August 9, 1953, these deliberations were approved by ministerial decision dated April 7, 2015. For 2016, to ensure that a majority of the compensation received by each member of the Board is linked to a variable component, the Board of Directors established rules for the distribution of attendance fees at its meetings of February 24, 2016 and December 15, 2016, as follows: The members of the Board of Directors are entitled to a fixed component as consideration for their duties as directors and to variable component as a function of their effective attendance at meetings of the Board and, if applicable, at meetings of the committees (or of the Select Committee) of which they are members. Furthermore, the Boardmay allocate additional attendance fees to directors residing outside France to take into account their travel requirements. 1/ Amounts for meetings of the Board: a) A flat annual fee of 10,000 euros in consideration of the responsibilities related to the term of office; this sum may be withheld in the event of repeated absences. b) 1,500 euros per meeting. 2/ Amounts for meetings of the Board’s committees (1) (and of the Select Committee): a) 3,000 euros per meeting for the chairman of the Audit and Ethics Committee. b) 2,500 per meeting for each committee chairman (excluding the Chairman of the Audit and Ethics Committee), including those of temporary committees and the Select Committee. c) 1,500 euros per meeting for each committee member (excluding the chairman of said committee), including those of temporary committees and the Select Committee.

For members residing outside France, the amounts indicated in points 1 b) and 2 above are doubled when the member physically attends the meetings. The fee is paid within 45 days of the end of the financial year. A director who attends a meeting of the Board of Directors or of a committee by teleconference or videoconference receives an attendance fee equal to half of the attendance fee paid to a director residing in France and attending in person. As an exception, only one attendance fee is paid for two meetings when the Board of Directors meets on the day of and before and after a General Meeting of Shareholders. As of the date of this Reference Document and pursuant to changes within the Board of Directors, as explained in Appendix 1 of this Reference Document, the percentage of representation of women on the Board of Directors – it being stated that directors representing company personnel are not counted in calculating that percentage – does not meet the provisions of law no. 2011-103 of January 27, 2011 relative to the balanced representation of men and women on boards of directors and supervisory boards and to gender equality, known as the “Copé-Zimmerman Law”, which requires that publicly traded companies have a proportion of directors of each gender equal to at least 40%. This obligation applies at the end of the first Ordinary General Meeting held after January 1, 2017. As concerns AREVA SA, the legal obligation should therefore have been met following the Combined General Meeting of February 3, 2017 inasmuch as that meeting included an “ordinary” component. The company and the State give great importance to matters of balanced representation and have done their best over the course of 2016 to meet that obligation. Unfortunately, they were unable to reach the required proportion within the period of time prescribed by the law, due in particular to the legal and financial restructuring in progress and the future changes in governance which this implies. Due to the non-compliance with the equality requirements within the allotted period of time, payment of attendance fees has been suspended since the General Meeting of February 3, 2017, pursuant to article L. 225-45 of the Commercial Code. In its meeting of February 28, 2017, the Board of Directors decided to submit the appointment of two women proposed by the French State pursuant to order no. 2014-948 of August 20, 2014 to the Annual General Meeting of Shareholders of May 18, 2017: Mrs. Marie-Solange Tissier and Mrs. Florence Touïtou-Durand, who will bring added competence to the Board of Directors. The proposed resolutions appear in Appendix 5 of the Reference Document. If the Shareholders vote in favor of these appointments, 40% of the members of the Board of Directors will be women at the end of the meeting.

* As from the final sale of AREVA TA, Mrs. Odile Matte will be replaced as director representing company personnel and as director of the Strategy and Investments Comittee by Mr. Gilbert Cazenobe, listed second on the ballot for the same labor union during elections of employee representatives. (1) Including the ad hoc working groups.

145

2016 AREVA REFERENCE DOCUMENT