Areva - Reference Document 2016

15 COMPENSATION AND BENEFITS

15.1. COMPENSATION OF OFFICERS AND DIRECTORS 142 15.1.1. Compensation of the CEO 142 15.1.2. Compensation of the Chairman and members of the Board of Directors 144

15.2. STOCK OWNED BY OFFICERS AND DIRECTORS 149

15.3. AUDIT FEES

150

15.1.

COMPENSATION OF OFFICERS AND DIRECTORS

The compensation of AREVA’s officers and directors is determined in accordance with the provisions of the French Commercial Code and the Afep-Medef Code of Governance to which the company defers (see Appendix 1 of this Reference Document). The Board of Directors sets the compensation for the Chairman and for the Chief Executive Officer on the proposal of the Compensation and Nominating Committee, and the Shareholders set the total amount of attendance fees paid to members of the Board of Directors, which divide it among themselves. The components of compensation are approved by the Minister of Economy pursuant to decree no. 53-707 of August 9, 1953, as amended, on government control of national public sector companies and certain organizations serving an economic or social purpose. 15.1.1.1. COMPENSATION OF THE CEO The gross annual compensation of Mr. Philippe Knoche for 2016 remains at the amount of 420,000 euros for his annual fixed compensation, to which is added, by a decision of the Board of Directors dated February 24, 2016 and on the recommendation of the Compensation and Nominating Committee of February 16, 2016, the amount of 4,416 euros for non-cash benefits (corresponding to a company car). This compensation was approved by ministerial decision dated April 4, 2016. Mr. Philippe Knoche does not receive variable compensation. At its meeting of February 28, 2017, and on the recommendation of the Compensation and Nominating Committee, the Board of Directors decided to pay exceptional compensation for the year of 2016 to Mr. Philippe Knoche in the amount of 30,000 euros, in particular for: 15.1.1. COMPENSATION OF THE CEO

In addition, pursuant to article 3 of said decree, the gross annual compensation for work (1) of directors and officers is capped at 450,000 euros. In accordance with applicable regulations, the tables below include the compensation and benefits of any kind paid by AREVA to officers and directors in 2015 and 2016. No compensation or benefits are paid to these individuals by companies controlled by AREVA.

p the leadership of the group’s restructuring and of the implementation of the different conditions necessary to the group’s recapitalization; p the conduct of operations and continued financial turnaround. This exceptional compensation was approved by ministerial decision dated March 15, 2017. AREVA does not have any system for performance-based stock allotments, or any stock options or stock purchase plan, either for employees or for the officers. Mr. Philippe Knoche does not have an employment agreement. The table below shows Mr. Philippe Knoche’s compensation since January 1, 2015, including the period up to January 8, 2015 when he served as a member of the Executive Board. Mr. Philippe Knoche holds 100 shares of the company.

(1) Not including non-cash benefits and severance payments.

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2016 AREVA REFERENCE DOCUMENT