Areva - Reference Document 2016

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APPENDIX 2

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

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS In accordance with article R. 225-30 of the French Commercial Code ( Code de commerce ), we have been advised that the implementation of the following agreements and commitments, which were approved by the General Meeting of Shareholders in prior years, continued during the year. Persons concerned Mr. Philippe Varin (EDF director), Mr. Christian Masset (EDF director) and Mr. Alexis Zajdenweber (representative of the State and EDF director). Nature, purpose and conditions At its meeting on 29 July 2015, your Board of Directors authorized the entering into of a non-binding agreement between your company and EDF which summarizes and formalizes the progress of the discussions and the understanding of the steps making it possible to establish a partnership concerning, firstly, a plan to transfer at least 75% of the capital of the AREVA NP entity to EDF and, secondly, a project to set up a joint entity dedicated to the design, project management and sales and marketing of new reactors. This framework agreement was signed on 30 July 2015. This framework agreement expired on 31 March 2016 and was replaced by the Memorandum of Understanding dated 28 July 2016 presented in the “Agreements and commitments submitted for approval by the General Meeting of Shareholders” section of this report. 2. With AREVA TA (Technicatome S.A.), an 83.56%-owned subsidiary of AREVA, 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 Concerning the ratification of the agreement signed on 26 February 2015: Mr. Daniel Verwaerde (director of your company and Chairman of CEA). Concerning the prior authorization of the signature of the Tripartite Memorandum of Understanding: Mr. Daniel Verwaerde (director of your company and Managing Director of CEA) and Ms. Odile Matte (director of your company and of AREVA TA). Nature, purpose and conditions On 29 April 2015, the Board of Directors ratified the agreement signed on 26 February 2015 and authorized the signature of the Tripartite Memorandum of Understanding for the definitive settlement of the RJH project situation. The Memorandum of Understanding was definitively signed on 20 July 2015. In accordance with article L. 225-42 of the French Commercial Code ( Code de commerce ), the Combined Ordinary and Extraordinary Meeting of Shareholders of 21 May 2015 ratified the agreement signed between the Managing Director of CEA and the CEO of your company and approved, in accordance with article L. 225-38 of the French Commercial Code ( Code de commerce ), the Tripartite Memorandum of Understanding entered into between CEA, your company and AREVA TA. CEA did not take part in the voting. On 26 February 2015, the Managing Director of CEA and the CEO of your company signed an agreement for the drafting and implementation of the conditions for the final settlement of the situation of the “Réacteur Jules-Horowitz” (RJH) project (total cost overrun for CEA and your company estimated at €469m, based on 2013 economic conditions), on the basis of their current shared vision of what is still to be done, the schedule upon completion and the related resources needed to finalize 1. With EDF, a 2.24% shareholder of your company

the project for the construction of this reactor with the aim of loading the first core in October 2019. These contractual, financial and project governance-related conditions were to be reflected in the drafting of a Tripartite Memorandum of Understanding (between CEA, your company and AREVA TA), based on reciprocal concessions satisfying the guidelines defined between the executive managements of the parties. In accordance with the authorization dated 26 February 2015, the teams of CEA, your company and AREVA TA reached agreement on the drafting of a Tripartite Memorandum of Understanding for the definitive settlement of the RJH project situation, including elements relating to the financing of the project, the conditions of the payment of the project’s cost overruns by AREVA TA or CEA in addition to the situation recorded at the close of the accounts at 31 December 2012 and the establishment of a management method intended to minimize any potential dispute on liabilities, with a shared governance reinforced by an objective-cost project management approach. This agreement, which the parties wished to be ‘freestanding ’, cancelled and superseded the Agreement of September 2010 and the Memorandum of Understanding of March 2011 in defining the contractual, financial and project governance-related conditions of the RJH Project until the end of the performance of AREVA TA’s contracts for engineering and as supplier of the Reactor Block (FRN BR). All or part of its provisions will be transposed where necessary into the engineering and FRN BR contracts by means of amendments. The TripartiteMemorandumof Understanding is an important step for your company and CEA. It reflects the agreement reached with CEA as to the assessment of the nature and scope of the respective contractual commitments of the prime contractor, engineering team, and Reactor Block supplier to finalize the Project. The agreement of 26 February 2015 led your company to recognize an additional provision of €207m euros in the accounts as at 31 December 2014, in order to take into account the terms of the aforementioned agreement. 3. With SET (Société d’Enrichissement du Tricastin), an 88%-owned subsidiary of AREVA NC, itself a fully-owned subsidiary of AREVA SA Persons concerned Mr. Bernard Bigot, Mr. Philippe Pinson and CEA, represented by Mr. Christophe Gégout, members of your company’s Supervisory Board until the change of governance on 8 January 2015 and directors of AREVA NC. Nature, purpose and conditions: subordination agreement On 13 June 2014, the Société d’Enrichissement du Tricastin (SET), which owns and operates the Georges Besse II enrichment plant, entered into, for the purpose of funding the Niagara project, bank financing by means of a facility agreement with a banking pool for a total amount of €650,000,000. Within the framework of this financing, a subordination agreement, authorized by your company’s Supervisory Board on 26 February 2014, was also entered into between your company and others, including AREVA NC, on 13 June 2014 (the “Subordination Agreement”). The purpose of this Subordination Agreement is notably to subordinate the rights of your company, AREVA NC and SET Holding with regard to SET in respect of any shareholder financing, to the rights of SET’s lending banks until the amounts owed to the latter have been fully repaid. In order to allow the implementation of the group’s reorganization, it appeared necessary for New AREVA Holding to be a party to the subordination agreement in order to anticipate the change of guarantor further to your company’s loss of control over New AREVA Holding. Therefore, it was agreed to enter into a new subordination agreement between, notably, your company, New AREVA Holding and AREVA NC, which cancels and supersedes the Subordination Agreement.

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2016 AREVA REFERENCE DOCUMENT