Areva - Reference Document 2016

A1

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

2. Reviews performed to prepare this report

Afep-Medef recommendation

Departure

Explanation or corrective action taken

The Afep-Medef Code recommends that the terms of members of the Board of Directors be staggered to avoid massive renewals and promote the harmonious renewal of the directors - article 14 of the Code. The Afep-Medef recommends that the Board of Directors hold a “relatively significant number” of shares and that the executive officers hold a “minimum number of shares” (articles 19 and 22 of the Code).

The terms of offices of the first members of the Board of Directors appointed on January 8, 2015 during adoption of the one-tier form of governance will in principle all expire on the same date, i.e. after the Annual General Meeting convened to approve the financial statements for the year ended December 31, 2018. The company’s Articles of Association and the Rules of Procedure of the Board of Directors do not require that its members hold a relatively significant number of shares. In addition, the Board of Directors has not set the number of shares that must be held by the executive officers until the end of their functions.

In connection with the restructuring in progress, AREVA plans to have new directors appointed for the statutory duration of four years, thus staggering the terms of office.

These recommendations are not suited to AREVA, considering the structure of its share ownership and the resulting composition of the Board of Directors.

2.

REVIEWS PERFORMED TO PREPARE THIS REPORT

To prepare this report, the Chairman of the Board of Directors reviewed in particular the minutes of meetings of the Board of Directors and of its committees for the year ended and, for the section of the report concerning internal control procedures, information provided by the functional departments in connection with the annual review of internal control procedures and comments from the Internal Audit

Department. He also perused the company’s Articles of Association and Rules of Procedure. The work and reviews related to the preparation of this report were also submitted to the statutory auditors.

3.

PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTOR’S WORK

3.1. COMPOSITION OF THE BOARD OF DIRECTORS

GENERAL RULES RELATING TO THE COMPOSITION OF THE BOARD OF DIRECTORS

3.1.1.

As of the date of this report, and pursuant to the changes in the Board of Directors described below, women represent 25%of the Board of Directors, it being noted that the directors representing company personnel are not included in the calculation of that percentage. Law no. 2011-103 of January 27, 2011 on balanced representation of men and women on boards of directors and supervisory boards and on gender equality in the workplace, known as the “Copé-Zimmermann Law”, requires that the percentage of each gender on the board of directors of publicly traded companies be at least 40%. This obligation applies at the end of the first Ordinary General Meeting held after January 1, 2017. As concerns AREVA SA, the legal obligation should therefore have been met following the Combined General Meeting of February 3, 2017 inasmuch as that meeting included an “ordinary” component.

Every year, on the recommendation of the Compensation and Nominating Committee, the Board of Directors re-examines the Board’s composition and that of its committees to seek balanced representation of men andwomen and to ensure the presence of independent members with recognized expertise from a variety of backgrounds, with a view to enriching the knowledge and experience of the Board and to bring in an external view. The objective of a diversity of skills and experience applies to all of its members, most of whom bring expertise from the management of large publicly traded groups in particular, with solid experience in international business relations, industrial vision, and recognized skills in accounting, finance, strategic planning and development.

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2016 AREVA REFERENCE DOCUMENT