Areva - Reference Document 2016

15

COMPENSATION AND BENEFITS 15.1 Compensation of officers and directors

(euros)

2015

2016

Gross compensation

Attendance fees

Total gross compensation

Gross compensation

Attendance fees

Total gross compensation

Board of Directors

(a)

(b)

(c = a + b)

(a)

(b)

(c = a + b)

Sophie Boissard Claude Imauven Philippe Knoche

- -

99,250 75,584

99,250 75,584 420,435 69,729 34,000 109,937 20,500 95,277 91,000 120,000 177,272 85,917 NA

- -

67,750 (1)

67,750 77,250 423,005 79,797 37,750 110,406 25,000 95,005 14,050 99,000 120,000 291,642 81,250

77,250

420,435 44,729

- (2)

423,005 36,047

- (3)

Jean-Michel Lang (4) Christian Masset

25,000 34,000 37,750 20,500 50,500

43,750 37,750 41,500 50,500 14,050 99,000 25,000 (5)

-

-

Odile Matte (4) Denis Morin Françoise Pieri

72,187

68,906

-

-

44,777

44,505

Marie-Hélène Sartorius (6)

NA

NA

- -

Pascale Sourisse

-

91,000

Philippe Varin

120,000 177,272

- (2) - (2)

120,000 291,642

- (3) - (3)

Daniel Verwaerde (7) Alexis Zajdenweber

-

85,917

-

81,250

(1) Mrs. Sophie Boissard resigned from her functions on the Board of Directors, effective November 1, 2016. (2) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2015. (3) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2016. (4) 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. (5) Mr. Denis Morin resigned from his functions on the Board of Directors, effective October 26, 2016. (6) Mrs. Marie-Hélène Sartorius was coopted by the Board of Directors on October 27, 2016, effective November 1, 2016, to replace Mrs. Sophie Boissard. The Combined General Meeting of Shareholders ratified this cooptation on February 3, 2017. (7) Mr. Daniel Verwaerde was appointed member and Vice Chairman of the Board of Directors on February 2, 2015, replacing Mr. Bernard Bigot, who had been appointed to that function on January 8, 2015.

Pursuant to article 6 of order no. 2015-948 of August 20, 2014, attendance fees allocated to directors appointed by the Shareholders on a proposal from the State and who are public officials of the State are paid into the State budget. Concerning the Representative of the State appointed pursuant to article 4 of the order of August 20, 2014, all compensation received by him for serving his term of office is paid into the State budget.

In this report, pursuant to article L. 225-37-2 of the Commercial Code arising from law no. 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life, known as the “Sapin 2 Law”, we present the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items making up total compensation and benefits of any kind attributable to AREVA’s officers. It should be noted that for a company whose shares are admitted to trading on a regulated market, article L. 225-100 of the Commercial Code provides that the amounts resulting from the implementation of these principles and criteria will be submitted to the shareholders for approval during the general meeting convened to approve the 2017 financial statements. Payment of items of variable and exceptional compensation is conditioned on that approval. 1. General principles of the compensation policy applicable to officers The major principles of the compensation policy are set by the Board of Directors after receiving the opinion of the Compensation and Nominating Committee. In accordance with the structure of governance currently in place, the officers are:

15.1.2.6. REPORT OF THE BOARD OF DIRECTORS ON THE COMPENSATION OF OFFICERS

In accordance with the provisions of article L. 225-37-2 of the French Commercial Code stemming from law no. 2016-1691 of December 9, 2016 related to transparency, the fight against corruption and the modernization of economic life, known as the “Sapin 2 Law”, the Board of Directors drew up a report on the compensation of company officers. “Dear Shareholders, The Ordinary General Meeting of Shareholders of AREVA SA (“AREVA” or “the Company”) has been convened by the Board of Directors for May 18, 2017 at 11:00 am at the company’s head office.

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2016 AREVA REFERENCE DOCUMENT