Areva - Reference Document 2016

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INFORMATION ABOUT THE ISSUER 5.1 History and development of the issuer

5.1.5. IMPORTANT EVENTS IN THE DEVELOPMENT OF THE ISSUER’S BUSINESS

Two major nuclear energy industry companies majority-held directly and indirectly by CEA-Industrie were combined to form AREVA on September 3, 2001: p Cogema (Compagnie générale des matières nucléaires), established in 1976 to acquire themajority of CEA’s production department operations: mining, uranium enrichment and used fuel treatment; and p Framatome, established in 1958, one of the world’s leading companies in the design and construction of nuclear reactors, in nuclear fuel and in the supply of services relating to those operations. In 2001, Framatome established Framatome ANP as a joint company of AREVA (66% interest until March 2011) and Siemens (34% interest until March 2011), thus merging the nuclear operations of those two groups. AREVA was thus formed from the corporate structure of CEA Industries. It kept the Euronext Paris SA listing of 4% of its share capital. Cogema and Framatome took the trade names AREVANC and AREVANP in 2006. Several findings were brought forward in 2015: p AREVA no longer has a sufficient capital base to carry the risk of a new reactor construction project alone across the full scope of a power plant; p the competitiveness of the group’s products in the new builds market must be reinforced; p there are overlapping areas of expertise between AREVA NP and EDF for the nuclear island, although AREVA NP still has its own areas of expertise which may be offered to its entire international customer base on a long-term basis; p AREVA NP has a variable level of risk management available to it for the different design and construction work packages of a power plant construction or modernization project. As project manager and operator of complete power plants, EDF has skills that are synergistic with those of AREVA NP for the management of some of those risks, opening up the opportunity for a business combination between them. These points confirmed that AREVA NP should refocus its scope of responsibility on new build projects in its core business: the primary cooling system and the instrumentation and control system. In 2016, to restore its competitiveness and stabilize its financial situation, the group designed and has started to implement a restructuring plan, consistent with the p subsidiarization of the nuclear fuel cycle operations within New AREVA Holding (“NewCo”), a wholly owned subsidiary of AREVA; p subsidiarization of the operations in the AREVANP consolidation scope (including the design and supply of nuclear reactors and equipment, fuel assemblies and services to the installed base) within a subsidiary wholly owned by AREVA NP (“New NP”), whose sale to EDF and third-party investors is scheduled for 2017; “2016-2020 roadmap” presented to the market on June 15, 2016. The principal components of the group’s restructuring plan are:

p capital increases for AREVA and NewCo in the total amount of approximately 5 billion euros; and p asset disposals to withdraw from certain operations. Since July 1, 2016, as part of the restructuring plan, the group was reorganized into two separate managerial scopes, NewCo and AREVA NP: p NewCo combines all of the operations of the nuclear fuel cycle. It conducts its operations in mining, uranium chemistry and enrichment, used fuel treatment and recycling, logistics, dismantling and nuclear waste management; p AREVA NP’s operations must be sold to EDF according to the memorandum of understanding signed on July 28, 2016. The contract signed on November 15, 2016 between AREVA and EDF sets the terms for the sale in 2017 of an interest giving EDF exclusive control of an entity (“New NP”) which is a wholly owned subsidiary of AREVA NP, and which will combine the industrial operations of the design and supply of nuclear reactors and equipment, of fuel assemblies and of services to the installed base of the AREVA group. The OL3 contract and the means needed for its completion together with the Component contracts affected by serious anomalies which might have been identified as part of the quality audit in progress are not included in this sale. In addition, the two companies are contemplating combining their engineering resources in the field of the design and construction of new nuclear islands and their related operational instrumentation and control systems for projects in France and abroad via the plan to create a joint company, NICE, in which EDF would hold 80% and New NP 20%. Through its subsidiary AREVA TA, the Group also supplies services for the design, construction and maintenance of nuclear marine propulsion reactors and nuclear research facilities. It is also involved in the renewable energies sector, particularly in the fields of bioenergy and energy storage. Nevertheless, in line with its objective of refocusing on the nuclear fuel cycle operations, most of these operations are scheduled to be sold or shut down. At the end of the implementation of the restructuring plan, AREVA’s main mission will be to complete the Olkiluoto 3 EPR reactor project (“OL3”) in Finland with the necessary resources, in compliance with its contractual obligations. Another of AREVA’s goals will be to support the asset disposal process in progress, to close out the remaining renewable projects, and to carry certain contracts relating to forgings in the Creusot plant, and to reimburse bank borrowings (bilateral lines of credit and RCF) in 2017 and 2018. IMPORTANT EVENTS IN THE DEVELOPMENT OF THE ISSUER’S BUSINESS For earlier main events, please refer to previous AREVA Reference Documents. 2013-2015 On January 18, 2013, AREVA signed a five-year syndicated line of credit agreement with 19 banks for 1.25 billion euros to replace the previous undrawn syndicated line of credit, which expired in 2014. On June 2, 2013, AREVA launched the first employee shareholding program since the company was established; following this transaction, 36% of the employees in France, the United States and Germany held approximately 1.2% of the group’s share capital at December 31, 2013.

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2016 AREVA REFERENCE DOCUMENT