Areva - Reference Document 2016

A2

APPENDIX 2

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

Nature, purpose and conditions: agency agreement On 8 July 2004, the Supervisory Board authorized the signature of an agency agreement under which AREVA NC gave AREVA authority to manage or organize and control, in the name and on behalf of AREVA NC, assets earmarked to cover dismantling and radioactive waste management costs. This agreement has an indefinite term with three months’ notice required for termination by either party. It did not give rise to any payment in 2016. This agreement was approved by the Ordinary General Meeting of Shareholders on 12 May 2005. On 7 June 2016, all the shares of AREVA NC that were held by your company and lent to the directors of AREVA NC (with the exception of salaried directors and representatives of the State) were returned to your company which now holds 100% of the capital of AREVA NC. Nature, purpose and conditions On 29 April 2015, upon proposal by the Appointments and Compensation Committee, your Board of Directors decided to terminate the commitments made by your company corresponding to indemnities or benefits owed or liable to be owed to Mr. Philippe Knoche, CEO, as a result of his duties being terminated or changed, under the following conditions: Mr. Philippe Knoche may receive a termination benefit for a maximum amount fixed at twice the amount of the last fixed portion of his remuneration, on an annual basis, as of the date on which his duties terminate. If Mr. Philippe Knoche (i) wishes to receive his retirement benefits shortly after the end of his term of office, regardless of the reasons therefor, even if forced, or (ii) is moved to another position within the group, he shall not claim any termination benefit. The above-mentioned termination benefit shall only be paid in the event of removal of Mr. Philippe Knoche from office, unless for just cause, notably in the event of a change in control or strategy. 6. With Mr. Philippe Knoche, member of the Board of Directors

The termination benefit shall be subject to the following performance conditions: p if the average of the two previous financial years corresponds to the achievement of 60% or more of the quantitative and qualitative objectives, the termination benefit will be paid automatically; p if the average of the two previous financial years corresponds to the achievement of less than 60% of the quantitative and qualitative objectives, your Board of Directors will assess the performance of Mr. Philippe Knoche with regard to the circumstances that affected the company’s operation in the year ended. Your Board of Directors may decide to grant Mr. Philippe Knoche compensation as consideration for a non-competition clause. The amount of such compensation shall be charged against the termination payment made, if applicable, toMr. Philippe Knoche under the above terms and conditions. If no termination payment is made, the amount of compensation due in consideration of a non-competition clause shall be fixed by your Board of Directors in accordance with customary practice Mr. Philippe Knoche will benefit from: p the unemployment insurance provided for by theMEDEF under the social security guarantee covering company managers and executives (Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC)) , the contributions to which shall be borne 65% by the Company and 35% by Mr. Philippe Knoche; p the supplementary pension scheme applicable to executive employees of the company. The Combined Ordinary and Extraordinary Shareholders’ Meeting of 21 May 2015 approved the commitments made by your company corresponding to the indemnities or benefits owed or liable to be owed to Mr. Philippe Knoche, CEO, as a result of his duties being terminated or changed. Within the context of the annual review of the regulated agreements and commitments, your Board of Directors decided at its meeting on 28 February 2017 to maintain these agreements.

Courbevoie and Paris-La Défense, March 31, 2017 French original signed by The Statutory Auditors

MAZARS

ERNST & YOUNG Audit

Cédric Haaser

Jean-Louis Simon

Aymeric de La Morandière

Jean Bouquot

340

2016 AREVA REFERENCE DOCUMENT