Areva - Reference Document 2016

TRANSACTIONS WITH RELATED PARTIES

19

19.1. RELATIONS WITH THE FRENCH STATE

169

19.3. RELATIONS WITH GOVERNMENT-OWNED COMPANIES

170 170 171

19.2. RELATIONS WITH THE CEA

170

19.3.1. Sale of AREVA NP’s operations

19.3.2. Sale of AREVA TA

Significant transactions with related parties are described in this section. This information is also the subject of note 29. Related party transactions of Section 20.

19.1.

RELATIONS WITH THE FRENCH STATE

At December 31, 2016, the French State held 28.83% of the capital and 29.97% of the voting rights of AREVA directly; jointly with the CEA, it held 83.20% of the capital and 86.99% of the voting rights. Pursuant to decree no. 2004-963 of September 9, 2004, as amended, the Agence des participations de l’État (APE, the state shareholding agency) exercises the responsibilities of the French State as shareholder under the direction of the Commissioner for State Shareholdings. The latter, under the authority of theMinister of Economy, leads the French State’s shareholding policy from an economic, industrial and social perspective. The APE makes proposals to the Minister of Economy on the French State’s position, as shareholder, on the company’s strategy and examines in particular the company’s main financing and investment programs, proposed acquisitions and disposals, and commercial, cooperative, and research and development agreements. Following the European Commission’s decision of January 10, 2017, the Board of Directors authorized on February 3, 2017 an advance to the company from the shareholder current account of the French State in the total amount of 3.3 billion euros. The Shareholders, meeting on February 3, 2017, approved a capital increase reserved for the French State in the amount of 1,999,999,998 euros (including issue premium) by the issue of ordinary shares, subject to the fulfillment of the conditions accompanying the European Commission decision in conformance with European regulations on State aid. Moreover, at December 31, 2016 and pursuant to the resignation on October 26, 2016 of Mr. Denis Morin (director appointed by the Shareholders on the recommendation of the French State), one of the eleven directors of the Board of Directors is a representative of the State and one is a director appointed by the Shareholders on the recommendation of the State.

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. In accordance with decree no. 83-1116 of December 21, 1983, as amended, and decree no. 55-733 of May 26, 1955, the Director General of Energy and Climate performs the duties of Government Commissioner, and the Head of the Control Mission to the Commissariat à l’énergie atomique et aux énergies alternatives performs those of a member of the General Economic and Financial Control Body of the company. (For more information, see Section 4. Risk factors , Section 5. Information concerning the issuer , and Section 14. Administrative, management and supervisory bodies and executive management .) In addition, AREVA is subject to the control of the French Cour des Comptes (government accounting office), which examines the quality and consistency of its financial statements and of its management, pursuant to articles L. 133-1 and L. 133-2 of the French Code of the Financial Courts.

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2016 AREVA REFERENCE DOCUMENT