Areva - Reference Document 2016

A2

APPENDIX 2

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

Nature, purpose and conditions At itsmeeting on 6 December 2016, your Board of Directors authorized the signature of the agreement fixing the terms of the sale by your company of all of its shares in AREVA TA (corresponding to 83.56% of the capital before prior operations), a company specialized in the design, manufacture, commissioning andmaintenance of compact nuclear reactors for naval propulsion and nuclear research installations, to a consortium of buyers composed of the Agence des Participations de l’État (APE, 50.32% of the capital), the Commissariat à l’énergie atomique et aux énergies alternatives (CEA, 20.32% of the capital) and DCNS (20.32% of the capital) for a price based on a maximum valuation of €559m for 100% of the equity. The sale agreement was signed on 15 December 2016. Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this sale is part of the transformation plan adopted by AREVA in order to refocus on nuclear cycle activities. Agreements and commitments authorized after closing We have been advised of the following related party agreement, which received prior authorization from your Board of Directors after closing. Nature, purpose and conditions Further to the decision of the European Commission on 10 January 2017, the State granted your company a shareholder current account advance for an amount of €1,999,999,998. The key characteristics of this advance are as follows: p drawdown dates: €1,100,000,000 may be drawn as from 16 March 2017 and €899,999,998 may be drawn as from 16 June 2017 on the condition that the group’s cash situation is below €500,000,000 at the date of this second drawdown; p due date: either (i) the capital increase subscribed by the State in the company concerned or (ii) 30 June 2018, whichever date is earlier. At its meeting on 3 February 2017, your Board of Directors authorized entry into an agreement for a shareholder current account advance with the State, signed the same day. p repayment: One-year EURIBOR plus 450 basis points; With the French State, a 28.83% shareholder of your company Person concerned Mr. Alexis Zajdenweber (representative of the State).

B) TERMINATION OF THE FINANCIAL SUPPORT ARRANGEMENT BETWEEN YOUR COMPANY AND AREVA TA Nature, purpose and conditions At its meeting on 15 December 2016, subject to definitive realization of the sale of AREVA TA by your company, your Board of Directors authorized the early termination of the financial support arrangement that your company had granted to its subsidiary AREVA TA by letters signed between the two companies dated 26 November 2014 and 2 July 2015, as from 1 January 2017. The letter terminating the financial support arrangement was signed by your company and AREVA TA on 16 December 2016. Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this agreement is justified by AREVA TA’s forthcoming exit from the AREVA group according to the terms negotiated between your company and the buyers. Nature, purpose and conditions At its meeting on 15 December 2016, your Board of Directors authorized the signature of the deed of assignment of a receivable held by your company from 01dB Italia in the amount of €626,187.75 as at 31 October 2016 between your company and AREVA TA for the token price of one euro (€1). The deed of assignment of the receivable was signed by your company and AREVA TA on 16 December 2016. 01dB Italia, acquired by AREVA TA in 2011, is an Italian company fully owned by AREVA TA, without any activity, and has been in voluntary liquidation since 2011. Within the scope of the AREVA group’s centralized cash management agreement, your company has a current account in 01dB Italia’s books amounting to €626,187.75 as at 31 October 2016. In view of the lowprobability of O1dB Italia recovering receivables from its customers, this receivable was fully depreciated in November 2016. C) YOUR COMPANY’S ASSIGNMENT OF A RECEIVABLE TO AREVA TA Grounds justifying the benefit of the agreement for the company Your Board of Directors justified this agreement as follows: this agreement is justified by AREVA TA’s forthcoming exit from the AREVA group according to the terms negotiated between your company and the buyers. 4. With the French State, a 28.83% shareholder of your company, and the French Atomic Energy and Alternative Energies Commission (Commissariat à l’énergie atomique et aux énergies alternatives) , a 54.37% shareholder of your company Persons concerned Mr. Alexis Zajdenweber (representative of the State) and Mr. Daniel Verwaerde (director of your company and Chairman of CEA).

Grounds justifying the benefit of the agreement for the company

Your Board of Directors justified this agreement as follows: this agreement is justified by the need to secure the financing of the group’s general needs as well as the repayment of the financial bank debt until the increase of capital is performed.

337

2016 AREVA REFERENCE DOCUMENT