Areva - Reference Document 2016

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APPENDIX 2

2. Statutory auditors’ report on related party agreements and commitments

This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France.

2. STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

To the Shareholders, In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms and conditions as well as the grounds justifying the benefit to the company of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with article R. 225-31 31 of the French Commercial Code ( Code de commerce ), to evaluate the benefits resulting from these agreements and commitments prior to their approval. In addition, we are required, where applicable, to inform you in accordance with article R. 225-31 of the French Commercial Code ( Code de commerce ) concerning the implementation, during the year, of the agreements and commitments already approved by the General Meeting of Shareholders. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body ( Compagnie Nationale des Commissaires aux Comptes ) relating to this type of engagement. These procedures consisted in verifying that the information provided to us was consistent with the documentation from which it was extracted. AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL BY THE GENERAL MEETING OF SHAREHOLDERS Agreements and commitments authorized during the year In accordance with article L. 225-40 of the French Commercial Code ( Code de commerce ), we have been advised of certain related party agreements and commitments which received prior authorization from your Board of Directors. 1. With the French Atomic Energy and Alternative Energies Commission (Commissariat à l’énergie atomique et aux énergies alternatives, “CEA”), a 54.37% shareholder of your company Person concerned Mr. Daniel Verwaerde (director of your company and Chairman of CEA). Nature, purpose and conditions At its meeting on 28 April 2016, your Board of Directors authorized the signature of amendment no. 1 to the bilateral agreement entered into with CEA (reflecting the provisions of article 2.3 of the Tripartite Memorandum of Understanding). This amendment was signed by your company and CEA on 20 May 2016. As mentioned in the “Agreements and commitments already approved by the General Meeting of Shareholders” section of this report, on 20 July 2015 your company, AREVA TA and CEA signed a tripartite memorandum of understanding

for the final settlement of the situation of the “Réacteur Jules-Horowitz” (RJH) project on the basis of their shared vision of what is still to be done, the schedule upon completion and the related resources needed to finalize the project for the construction of this reactor with the aim of loading the first core in October 2019 (the “Tripartite Memorandum of Understanding”). The signature of this Tripartite Memorandum of Understanding was authorized by the Board of Directors voting at its meeting held on 29 April 2015 and was approved by the General Meeting of Shareholders on 21 May 2015. In the Tripartite Memorandum of Understanding, your company confirmed its participation in the funding of the RJH Project by making a commitment to pay an additional financial contribution, supplementing the existing arrangement under the Bilateral Agreement for the Funding of the RJH Project dated 22 December 2006 between CEA and your company. The purpose of this bilateral agreement was to specify the parties’ general and financial commitments for the research and development and implementation of the RJHProject, as well as the special terms and conditions of your company’s contribution to this Project (the “Bilateral Agreement”). Financial terms and conditions The additional contribution provided for under this amendment must be added to your company’s financial contribution of €50m excluding taxes (based on 2005 economic conditions), the subject of the Bilateral Agreement, and must be paid by your company according to the following schedule:

Amount due (€m excluding taxes based on 2013 economic conditions)

Date

1 June 2016 1 June 2017 1 June 2018

14.0

7.5

7.5 This amount of €29m excluding taxes based on 2013 economic conditions is to be converted for this purpose to current economic conditions according to the indexation formula set out in the consortium agreement relating to the RJH Project. The first amount has been paid in accordance with the schedule. Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: amendment no. 1 reflects the provisions of article 2.3 of the Tripartite Memorandum of Understanding which is of particular benefit for AREVA in that it translates the agreement reached with CEA concerning the assessment of the nature and scope of the parties’ respective contractual commitments for the finalization of the RJH Project.

2. With EDF, a 2.24% shareholder of your company

Persons concerned Mr. Christian Masset (director of your company and of EDF) and Mr. Alexis Zajdenweber (representative of the State and director of your company and of EDF).

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2016 AREVA REFERENCE DOCUMENT