Areva - Reference Document 2016

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 3. Preparation and organization of the Board of Director’s work

Climate at the Ministry of Energy, who serves as Government Commissioner, and the representative of the Head of the Atomic Energy Control Mission of the General Economic and Financial Control Department, who serves as a member of the Company’s General Economic and Financial Control Board. They may also attend sessions of the committees attached to the Board of Directors. Pursuant to article 18 of the Articles of Association, the Board of Directors is assisted in the exercise of its duties by two censors, who attend its meetings without voting rights. The statutory auditors have a standing invitation to the Audit and Ethics Committee meetings and are invited to the meetings of the Board of Directors when the annual and half-year financial reports are examined and to any other meeting when their presence is opportune. As of the date of this report, the Board of Directors is composed of three independent members. The proportion of at least one third independent members recommended by the Afep-Medef Code is thus met, it being noted that the directors representing the employees are not counted in establishing this proportion. Pursuant to these criteria, andbasedon a recommendation of theCompensation and Nominating Committee, the Board of Directors, at its meeting of February 24, 2016, considered the following members of the Board of Directors to be independent: Mrs. Pascale Sourisse. Pursuant to these criteria, during its meeting of October 27, 2016 and on the recommendation of the Compensation and Nominating Committee, the Board of Directors consideredMrs. Marie-Hélène Sartorius as independent; she was coopted during that meeting, effective November 1, 2016, to replace Mrs. Sophie Boissard. Lastly, the Board of Directors, in its meeting of February 28, 2017 and on the recommendation of the Compensation and Nominating Committee, confirmed the qualification of Mrs. Marie-Hélène Sartorius, Mrs. Pascale Sourisse and Mr. Claude Imauven as independents. The Board of Directors examined the business ties that might exist between AREVA and the companies in which these directors hold terms of office, and noted that none of the independent members of the Board of Directors has significant business relations with the company. The main criterion leading to this determination was the insignificant share of revenue resulting from existing business relations, if any, in comparison with the respective revenues of the company and of the companies in which the members concerned held positions. p Mrs. Sophie Boissard; Mr. Claude Imauven; p p 3.1.2. INDEPENDENCE OF THE MEMBERS OF THE BOARD OF DIRECTORS

The company and the State give great importance to matters of balanced representation and have done their best over the course of 2016 to meet that obligation. Unfortunately, they were unable to reach the required proportion within the period of time prescribed by the law, due in particular to the legal and financial restructuring in progress and the future changes in governance which this implies. As a result of the non-compliance with the balanced representation requirements within the allotted period of time, pursuant to article L. 225-45 of the Commercial Code, the payment of attendance fees has been suspended since the General Meeting of February 3, 2017. 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. If the Shareholders vote in favor of these appointments, 40% of the members of the Board of Directors will be women at the end of the meeting. In accordance with article 15 of the Articles of Association, the company is governed by a Board of Directors comprised of no fewer than three and nomore than eighteen members, including, if applicable, one representative of the French State appointed by ministerial order and directors appointed by the Annual General Meeting of Shareholders on the proposal of the French State pursuant to order no. 2014-948 of August 20, 2014 and decree no. 2014-949 of August 20, 2014. The Board of Directors also comprises three directors elected by company personnel who are not counted in determining theminimumandmaximumnumber of directors. The three members of the Board of Directors representing company personnel are elected by an electoral college consisting of engineers andmanagers (one member) and by an electoral college consisting of the other employees (two members). As of the date of this report and pursuant to the resignation of Mr. Denis Morin on October 26, 2016 and that of Mrs. Sophie Boissard on November 1, 2016, the latter being replaced by Mrs. Marie-Hélène Sartorius as from that date, the Board of Directors is composed of eleven members: p seven members appointed (1) by the Shareholders (including one member appointed on a proposal from the French State); p one member representing the French State, appointed by ministerial order; and The Board of Directors’ members serve a term of four years, bearing in mind that the terms of the first members of the Board of Directors will end after the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2018. The duties of a member of the Board of Directors elected by company personnel end (i) upon the expiration of his or her four-year term, which must occur no later than the announcement of the results of the election that the company is required to organize, or (ii) upon the termination of his or her employment contract, or (iii) upon the date of his or her dismissal under the conditions provided in the Articles of Association and in the legislative and regulatory provisions in effect as of the date of the dismissal. It is hereby stated that the terms of the first members of the Board of Directors elected by company personnel will end no later than the announcement of the results of the election preceding the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2018. Pursuant to decree no. 83-1116 of December 21, 1983, as amended, and decree no. 55–733 of May 26, 1955, the following persons also attend meetings of the Board of Directors in an advisory capacity: the Director General for Energy and p three members elected by salaried personnel*.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS IN 2016

3.1.3.

Mrs. Marie-Hélène Sartorius was coopted as director as from November 1, 2016 by a decision of the Board of Directors dated October 27, 2016 upon the recommendation of the Compensation and Nominating Committee dated October 24, 2016, replacing Mrs. Sophie Boissard, who has resigned as director, for the remainder of the latter’s term, i.e. until the Ordinary General Meeting of Shareholders convened to approve the financial statements for the period ending December 31, 2018. The Combined Annual General Meeting of Shareholders ratified this cooptation on February 3, 2017.

* As from the final sale of AREVA TA, Mrs. Odile Matte will be replaced as director representing company personnel and as director of the Strategy and Investments Comittee by Mr. Gilbert Cazenobe, listed second on the ballot for the same labor union during elections of employee representatives. (1) Or whose cooptation was ratified.

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2016 AREVA REFERENCE DOCUMENT