Areva - Reference Document 2016

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INFORMATION ON HOLDINGS 25.2 Shareholders’ agreements

EURODIF/SOFIDIF On December 6, 2016, AREVA NC acquired the shares held by the minority shareholder Synatom thus, raising its direct interest in Eurodif’s capital from 44% to 55%. AREVANC presently holds, directly or indirectly through Sofidif, approximately 70% of Eurodif’s capital. As part of a bilateral agreement between France and Iran for cooperation in the field of enrichment, a memorandum of understanding was entered into in 1974 leading to the establishment of Sofidif, 40% of whose share capital is held by the Atomic Energy Organization of Iran (AEOI), with 60% held by AREVA NC. Sofidif’s sole asset is a 25% interest in Eurodif. Sofidif’s business is limited to taking part in meetings of Eurodif’s Supervisory Board, collecting its share of Eurodif’s dividends and redistributing those dividends to its own shareholders. AGREEMENT BETWEEN THE FRENCH STATE AND THE CEA The Autorité des marchés financiers (the financial regulator) was informed that a three-year agreement (2014-2016), had been signed between the CEA and the French State on August 13, 2014 for the long-term financing of the CEA’s nuclear expenses, in conformance with article L. 233-11 of the French Commercial Code. This agreement provides that the price per AREVA share bought back by the French State from the CEA within this framework will be the highest of (a) the average closing price per share, weighted for trading volumes, for the 90 trading days preceding the date of calculation, or (b) the net equity per share, as per AREVA’s financial statements for the period ended December 31 of the year preceding the transaction.

On December 11, 2014, the CEA sold 27,412,875 AREVA shares representing 7.15% of AREVA’s share capital to the French State for the amount of 334,300,010.63 euros. For 2015, the reclassification option was not used due to the proposed recapitalization of AREVA by the French State. To enable the CEA to continue its cleanup and dismantling program, the State (APE) granted a cash advance to the CEA within the framework of an agreement dated July 13, 2016 providing for reimbursement by the CEA in AREVA shares, based on the price offered by the State for one AREVA SA share in connection with the public buyout offer that the State intends to file as soon as the NewCo capital increase has been carried out.

25.2.2. MAIN SHAREHOLDERS’ AGREEMENTS CONCERNING AREVA’S EQUITY INTERESTS

AREVA TA A memorandum of understanding concerning a change in the shareholders of AREVA TA was signed on March 12, 1993 and subsequently amended on October 5, 2000, with AREVA SA holding 24.90% of AREVA TA’s shares. This memorandum of understanding governed in particular the composition of AREVA TA’s Board of Directors and the terms for the sale of its shares. In connection with the group’s reorganization plan, a share purchase agreement was signed between AREVA SA, the French State, the CEA and DCNS under which AREVA SAwould sell all of its interest in AREVA TA. In connection with that transaction, thememorandum of understanding concerning the change in AREVA TA’s shareholders was modified accordingly. ETC AREVANC holds 50%of the shares of Enrichment Technology Company Ltd (ETC), which combines all of Urenco’s operations involving the design and construction of facilities and equipment for uranium enrichment by centrifugation. A shareholders’ agreement defines the relations between AREVA NC and Urenco in ETC, in particular concerning the composition of the Board of Directors, decisions requiring a unanimous vote by the directors present, and restrictions on selling ETC shares.

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2016 AREVA REFERENCE DOCUMENT