Areva - Reference Document 2016

19

TRANSACTIONS WITH RELATED PARTIES

19.2 Relations with the CEA

19.2.

RELATIONS WITH THE CEA

At December 31, 2016, the CEA, a public scientific, technical and industrial organization, held a 54.37% interest in the capital and 57.02% of the voting rights of AREVA. Decree no. 83-1116 of December 21, 1983, as amended on January 14, 2016, requires that the French State, or the Commissariat à l’énergie atomique et aux énergies alternatives, or the other public institutions of the State, or the companies in which they hold a majority share, directly or indirectly, singly or severally, are required to hold more than half of the capital of the company. The Chairman of the CEA sits on the Board of Directors of the company, and the CEA, as legal entity, has been designated as censor. TheCEA andAREVA also have a research and development partnership relationship concerning the nuclear operations.

For more information, see Section 11. Research and Development programs, patents and licenses and Section 18. Principal shareholders . Upon authorization of the Board of Directors, at its meeting of April 29, 2015, AREVA SA, AREVA TA and the CEA signed a tripartite memorandum of understanding on July 20, 2015 for the final settlement of the RJH program. This agreement was ratified by the Annual General Meeting of Shareholders on May 21, 2015. During its meeting of April 28, 2016, the Board of Directors authorized the signature of amendment no. 1 (expressing the provisions of article 2.3 of the tripartite memorandum of understanding) to the bilateral agreement signed with the CEA on December 22, 2006 (the detail of that amendment appears in Appendix 2 of this Reference Document).

19.3.

RELATIONS WITH GOVERNMENT-OWNED COMPANIES

19.3.1. SALE OF AREVA NP’S OPERATIONS

The group routinely carries out transactions with publicly held companies, mainly EDF. Following the memorandumof understanding signed on July 28, 2016, AREVA NP and EDF signed a share purchase agreement on November 15, 2016 setting the terms and conditions for the sale of an interest giving EDF the exclusive control of a new entity, New NP, a wholly owned subsidiary of AREVA NP, which will combine the industrial operations of nuclear reactor and equipment design and supply,

fuel assemblies, and services to the installed base of the group, for a selling price of 2.5 billion euros for 100% of the shares of New NP, excluding possible price adjustments and supplements, and without debt assumption at the closing of the transaction. Contracts related to the OL3 project and the resources needed for project completion, along with certain contracts related to forgings at the Creusot plant, will be kept within AREVA NP in the AREVA consolidation scope.

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2016 AREVA REFERENCE DOCUMENT