Areva - Reference Document 2016

18

MAJOR SHAREHOLDERS 18.3 Control of the issuer

18.2.

DIFFERENT VOTING RIGHTS

Article L. 225-123 of the French Commercial Code, stemming from law no. 2014-384 of March 29, 2014 aimed at reconquering the real economy, provides that, in companies whose shares are admitted for trading on a regulated market, double voting rights are allowed for all fully paid-up shares shown to be registered for two years in the same shareholder’s name as from the day after the law enters into force, unless otherwise provided in the articles of association adopted after promulgation of the law. Considering the specific nature of the Company’s shareholding structure and insofar as this provision fosters and strengthens stable shareholding with a long-term vision, the articles of association were not amended to eliminate the establishment of double voting rights; consequently, the provisions of article L. 225-123 of the Commercial Code remain applicable.

Thus, since April 3, 2016, a double voting right is attached to all fully paid-up shares registered in the name of a single holder for at least two years as fromApril 3, 2014. In the event of a capital increase by incorporation of reserves, profits or issue premiums, the double voting right will be conferred as soon as bonus registered shares are issued to a shareholder at the rate of former shares for which the shareholder holds that right. It should be noted that, in accordance with the law, the double voting right ceases for any share converted into a bearer share or whose ownership is transferred, unless that transfer is the result of a succession, a liquidation of community property between spouses, or a donation to a spouse or a relative entitled to inherit.

18.3.

CONTROL OF THE ISSUER

At December 31, 2016, the French State held 28.83% of the capital and 29.97% of the voting rights of AREVA directly; jointly with the CEA, it held 83.20% of the capital and 86.99% of the voting rights. AREVA is subject to order no. 2014-948 of August 20, 2014 relative to governance and to transactions on the capital of publicly owned companies, and to decree no. 83-1116 of December 21, 1983, amended in particular on January 14, 2016, which requires the State, or the CEA or other public institutions of the State, or companies in which they hold a majority interest, directly or indirectly, singly or severally, to keep more than half of the share capital of the company. This decree also stipulates that the Director General of Energy and Climate performs the duties of Government Commissioner and that the head of the control mission to the Commissariat à l’énergie atomique et aux énergies alternatives performs those of a member of the general economic and financial control body of the company. The Government Commissioner and the Head of the Control Mission (1) attend the meetings of AREVA’s Board of Directors and of its committees. The Government Commissioner may attend meetings of the Boards of Directors of first-tier subsidiaries of the Company. By virtue of article 3 of decree no. 83-1116 of December 21, 1983 relating to the AREVA company, the deliberations of the Board of Directors become effective and valid if the Government Commissioner or the Head of the Control Mission do not oppose them within five days following the Board of Directors meeting, if they attended it, or of the receipt of the minutes of the meeting.

Such opposition, of which the Minister of Economy and the Minister of Energy are immediately informed by the author of same, ceases to have effect if, within a limit of fifteen days, it has not been confirmed by one of those ministers. As stipulated in the Board of Directors’ rules of procedure, the Head of the Control Mission and the Government Commissioner may designate one of their employees to represent them at meetings of the committees. The Shareholders, meeting on February 3, 2017, approved a capital increase reserved for the French State in the amount of 1,999,999,998 euros (including issue premium) by the issue of ordinary shares, subject to the fulfillment of the conditions accompanying the European Commission decision in conformance with European regulations on State aid. At the end of the reserved capital increase, if it is completed, the French State would hold 67.05% of the company’s capital directly and 92.22% of the capital of the company jointly with the CEA. Consequently, in accordance with the provisions of order no. 2014-948 of August 20, 2014, those same Shareholders approved an amendment to the Articles of Association providing in particular the appointment and dismissal of the Chief Executive Officer by decree, subject to the completion of the reserved capital increase.

(1) Pursuant to decree no. 55-733 of May 26, 1955,

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2016 AREVA REFERENCE DOCUMENT