Areva - Reference Document 2016

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ADDITIONAL INFORMATION

21.2 Memorandum and Articles of Association

21.2.

MEMORANDUM AND ARTICLES OF ASSOCIATION

21.2.1. CORPORATE PURPOSE

Article 3 of AREVA’s articles of association defines the corporate purpose of the company, in France and abroad, as follows: p to manage any industrial or commercial operation, especially in the nuclear, renewable energies, information technology and electronics fields, and to this end: ○ to sign any agreement related to these operations, ○ to examine projects relative to the creation, development or reorganization of any industrial enterprise, ○ to carry out these projects or contribute to their implementation by any appropriate means, more specifically by acquiring equity or interests in any existing or proposed business venture, ○ to provide financial resources to industrial enterprises, especially by acquiring equity interests and through loan subscriptions;

p to acquire direct or indirect equity and interests, in whatever form, in any French or foreign company or enterprise involved in financial, commercial, industrial, and tangible or intangible property operations; p to purchase, sell, exchange, subscribe to or manage any equity shares and investment securities; p to provide any type of service, particularly those benefiting all of the group’s companies; and p more generally, to undertake any industrial, commercial, financial, tangible or intangible property operation, in France or abroad, that is directly or indirectly related to the above in furtherance of its corporate purpose or to facilitate that purpose’s achievement and development.

21.2.2. MEMBERS OF THE CORPORATE BODIES

For information on the members of the administrative and executive bodies, please refer to Sections 14 and 16 and to Appendix 1 of this Reference Document.

21.2.3. RIGHTS, PRIVILEGES AND RESTRICTIONS ON SALES OF COMPANY SHARES

1. Possession of a share automatically signifies acceptance of the company’s Articles of Association and of the resolutions duly adopted by all of its Shareholders. The CEA, as AREVA’s principal shareholder, does not have specific rights attached to the shares it holds. 2. Unless otherwise provided by law, each shareholder has as many voting rights as the number of fully paid-up shares he or she holds and may cast as many votes in shareholder meetings. 3. Shareholders are liable for the company’s liabilities only up to the par value of their shares; additional cash calls are prohibited.

4. Each share signifies ownership of the company’s equity and a right to share in the profits and the liquidating dividend proportionate to the share capital it represents. 5. The shares are freely transferable, except as provided by laws and regulations. The shares are registered in an account and transferred from account to account upon sale.

21.2.4. CONDITIONS FOR CONVENING GENERAL MEETINGS OF SHAREHOLDERS

According to articles 26 and 29 of AREVA’s Articles of Association: p General Meetings of Shareholders comprise all shareholders. p General Meetings are convened by the Board of Directors. They may also be convened:

p by a representative designated by the President of the Commercial Court ruling in interlocutory proceedings at the request of any interested party or of theWorks Committee, in urgent cases, or of one or more shareholders representing at least 5% of the share capital, or of an association of shareholders meeting the conditions set forth in article L. 225-120 of the French Commercial Code; p by the liquidators after dissolution of the company. The Works Committee may file a legal claim to designate a representative charged with convening the General Meeting as provided by law. The shareholders may, upon a decision of the Board of Directors published in the notice of meeting and/or notification to attend, attend General Meetings by video conference or by telecommunication means enabling their identification in

p by the statutory auditors, but only after having unsuccessfully requested it of the Board of Director by registered letter with return receipt requested; if the auditors are in disagreement on the timeliness of that notice of meeting, one of them may ask the President of the Commercial Court in an urgent ruling for authorization to proceed, the other auditors and the Chairman of the Board of Directors being duly summoned;

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2016 AREVA REFERENCE DOCUMENT