Areva - Reference Document 2016

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

1. Legislative and regulatory framework

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LEGISLATIVE AND REGULATORY FRAMEWORK

1.1. LEGAL PROVISIONS

This report is prepared pursuant to article L. 225-37 of the French Commercial Code under which “In publicly traded companies, the Chairman of the Board of Directors shall submit a report on […] the composition of the Board and on application of the principle of balanced representation of its men and women members, the preparation and organization of the activities of the Board, and internal control and risk management procedures established by the company, describing in particular those procedures relating to the preparation and treatment of accounting and financial information used to prepare the corporate financial statements and, if applicable, the consolidated financial statements.” Article L. 225-37 also stipulates: p “This report also indicates the possible limitations that the Board of Directors applies to the powers of the Chief Executive Officer.” The limitations on the powers of the Chief Executive Officer appear in paragraph 3.6 below. p “It also reports on the financial risks related to the effects of climate change and the measures that the company takes to reduce them by implementing a low- carbon strategy in all components of its operations.” The financial risks related to the effects of climate change and themeasurements that the company takes to reduce them appear in paragraph 4.8.3 of Section 4. Risk factors of this Reference Document. p “When a company defers voluntarily to a code of corporate governance drawn up by recognized business organizations, the [above-mentioned] report also indicates which provisions were set aside and for what reason. The report also specifies the place where this code may be consulted. If a company does not defer to such a code of corporate governance, this report indicates the rules adopted to supplement the legal requirements and explains why the company decided not to apply any of the provisions of this code of corporate governance”.

AREVA defers to the Afep-Medef Code of Corporate Governance under the conditions mentioned in paragraph 1.2. below. p “The [above-mentioned] report also specifies particular methods related to the attendance of the shareholders at the Annual General Meeting or refers to the provisions of Articles of Association setting forth those methods.” AREVA’s Articles of Association do not contain any particular provision concerning shareholder rights, which are exercised in accordance with common law at AREVA, as noted in Section 21 of the Reference Document. p “Moreover, this report presents the principles and rules decided upon by the Board of Directors to determine compensation and benefits of any kind granted to corporate officers.” This information appears in Section 15 of the Reference Document. p This report “mentions the publication of information stipulated in article L. 225-100-3 of the French Commercial Code” . This information, which relates to items which may have an impact in the event of a takeover bid, appears in Section 21.2.5. of the Reference Document. p “The [above-mentioned] report is approved by the Board of Directors and made public.” This report was submitted to the Compensation and Nominating Committee for comment on February 15, 2017, and to the Audit and Ethics Committee on February 23, 2017. The Board of Directors approved the report during its meeting of February 28, 2017.

1.2. THE STANDARD FOR AREVA: THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE (1)

IMPLEMENTATION OF THE “APPLY OR EXPLAIN” RULE AREVA defers to the “Code of Corporate Governance for Publicly Traded Companies” developed jointly by the Afep and the Medef in December 2008 and recently revised in November 2016 (“Afep-Medef Code”).

In accordance with the “apply or explain” principle contained in article L. 225-37 of the French Commercial Code, AREVA provides hereunder the reasons that led it to depart from two recommendations of the Afep-Medef Code.

(1) The Code is available on the Medef website (www.medef.fr).

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2016 AREVA REFERENCE DOCUMENT