Areva - Reference Document 2016

A2

APPENDIX 2

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

Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this agreement constitutes an important milestone in the group’s legal and financial restructuring and in the refocusing of AREVA on activities relating to the mastery of the fuel cycle. 3. With AREVA TA (Technicatome S.A.), a subsidiary of your company

A) MEMORANDUM OF UNDERSTANDING WITH EDF ON THE SALE OF YOUR SUBSIDIARY AREVA NP Nature, purpose and conditions At its meeting on 28 July 2016, your Board of Directors authorized the signature of a memorandum of understanding formalizing the progress of the discussions with EDF and confirming the sale of the operations of AREVA NP (with the exception of certain contracts, including “OL3”) for the indicative price of 2.5 billion euros (value of 100% of equity). The aim of the two groups was to sign binding agreements before the end of November 2016. Your company and EDF signed this memorandum of understanding on 28 July 2016. This memorandum of understanding takes into account the choice of Option B, presented at theMarket Update on 15 June 2016, making it possible to keep certain contracts (including the OL3 contract) within AREVA NP in the consolidated scope of your company, with the necessary resources and in compliance with contractual obligations. AREVA NP’s other operations, namely industrial activities relating to the design and supply of nuclear reactors and fuel equipment and assemblies, will be transferred to a subsidiary, provisionally named “New NP”, which is fully owned by AREVA NP and is to be sold to EDF and strategic investors. This memorandum of understanding has replaced the framework agreement with EDF referred to in the “Agreements and commitments already approved by the General Meeting of Shareholders” section of this report, authorized by the Board of Directors on 29 July 2015 and signed the next day, which expired on 31March 2016. Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this memorandum of understanding with EDF constitutes an essential element of the company’s strategic roadmap and a major milestone in its legal and financial restructuring. Nature, purpose and conditions At its meeting on 10 November 2016, your Board of Directors authorized the signature of the agreement fixing the terms of the sale of shares giving EDF exclusive control of NewNP, a fully owned subsidiary of AREVA NP, which will group together the industrial operations relating to the design and supply of nuclear reactors, fuel assemblies and services at the AREVA group’s installed base. The sale agreement was signed by your company and EDF on 15 November 2016. The sale price for 100% of New NP’s equity is 2.5 billion euros, excluding any price additions and adjustments, and without taking over the financial debt as at the date of performance of the transaction. B) AGREEMENT FOR THE SALE OF NEW NP TO EDF Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this agreement constitutes an important milestone in the group’s legal and financial restructuring and in the refocusing of AREVA on activities relating to the mastery of the fuel cycle. C) GUARANTEE GIVEN BY YOUR COMPANY TO EDF IN RESPECT OF AREVA NP’S PERFORMANCE OF ITS OBLIGATIONS AND COMMITMENTS UNDER THE SALE AGREEMENT Nature, purpose and conditions At its meeting on 10 November 2016, having reviewed the commitments and obligations agreed by AREVA NP within the scope of the sale agreement, your Board of Directors authorized your company to undertake that AREVA NP will comply with said commitments and obligations.

Person concerned Ms. Odile Matte (director of your company and of AREVA TA).

A) FORGIVENESS OF DEBT AGREEMENT

Nature, purpose and conditions Summary of the financial support arrangement

In letters dated 26 November 2014 and 2 July 2015, your company undertook to provide its subsidiary with support, within the limit of €200m, should the latter not have the ability itself to withstand significant additional financial losses (exceeding a fixed threshold of €50m) relating to the projects in progress as at the date of these letters. These letters were authorized by your Board of Directors before being signed. As mentioned in the “Agreements and commitments already approved by the General Meeting of Shareholders” section of this report, your company granted two forgivenesses of debt in respect of the losses made on the RJH project: p an initial forgiveness of debt was authorized by your Board of Directors on 23 July 2015 and realized on 28 July 2015 in the amount of €49m, in respect of the losses made on the RJH project in 2013 and 2014. The agreement included a better fortunes clause to the advantage of your company. This forgiveness of debt was followed by a capital increase for the same amount, fully subscribed by your company and carried out on 7 December 2016; p a second forgiveness of debt was authorized by your Board of Directors at its meeting on 18 December 2015 and realized on 18 December 2015 in the amount of €17,175k in respect of the losses incurred on the RJH project in financial year 2015. The agreement included a better fortunes clause to the advantage of your company. This forgiveness of debt was not followed by a capital increase. At its meeting on 15 December 2016, your Board of Directors authorized the signature of the forgiveness of debt agreement entered into in December 2016 between AREVA TA and your company, for the amount of €14m (without any better fortunes clause). The forgiveness of debt agreement was signed by your company and AREVA TA on 20 December 2016. The forgiveness of debt was performed according to the financial support arrangement described above. Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this forgiveness of debt agreement is entered into in accordance with the letter dated 26 November 2014 and the amendment letter dated 2 July 2015 putting in place the arrangement for the financial support provided by your company to its subsidiary.

336

2016 AREVA REFERENCE DOCUMENT