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2016 Reference Document DIRECTION DE LA COMMUNICATION FINANCIÈRE Millier - 92400 Courbevoie - Tél. : 33 (0)1 34 96 06 47 - Fax : +33 (0)1 34 96 99 00 L’énergie est notre avenir, économisons-la ! 2016 Reference document RE FE RENCE 20 DOCUMENT 16 This Reference Document was fi led with the Autorité des marchés financiers (AMF, the French fi nancial market authority) on April 11, 2017, in accordance with article 212-13 of its General Regulations. It may be used in support of a fi nancial transaction if it is accompanied by an off ering circular signed by the AMF. This is a free translation into English of the AREVA group’s Reference Document for 2016, which is issued in the French language, and is provided solely for the convenience of English-speaking readers. 2016 AREVA REFERENCE DOCUMENT 1 CONTENTS 01 PERSON RESPONSIBLE 6 08 PROPERTY, 1.1. Person responsible PLANT AND EQUIPMENT 93 for the R eference D ocument 6 8.1. Principal sites of the group 93 1.2. Attestation by the person 8.2. Environmental issues that may responsible for the R eference infl uence the issuer’s use of D ocument 6 property, plant and equipment 99 02 STATUTORY AUDITORS 8 09 OPERATING AND FINANCIAL 2.1. Statutory auditors 8 REVIEW 100 2.2. Deputy auditors 8 9.1. Overview 100 9.2. Situation and activities of the company and its subsidiaries by 03 SELECTED FINANCIAL business segment during the year 105 INFORMATION 9 9.3. Events subsequent to year-end Summary of key data 9 closing for 2016 119 04 RISK FACTORS 10 10 CAPITAL RESOURCES 120 4.1. Risk management and coverage 11 4.2. Risks related to the restructuring plan 14 11 RESEARCH AND DEVELOPMENT PROGRAMS, 4.3. Legal risks 16 PATENTS AND LICENSES 121 4.4. Industrial and environmental risks 21 11.1. Research and development 121 4.5. Operational risks 28 11.2. Intellectual property 128 4.6. Risk related to major projects 30 4.7. Liquidity and market risks 31 4.8. Other risk 34 12 TREND INFORMATION 130 12.1. Current situation 130 12.2. Financial objectives 130 05 INFORMATION ABOUT THE ISSUER 37 5.1. History and development 13 PROFIT FORECASTS 131 of the issuer 37 5.2. Capex 39 14 ADMINISTRATIVE, MANAGEMENT AND 06 BUSINESS OVERVIEW 41 SUPERVISORY BODIES 6.1. Markets for nuclear power AND SENIOR MANAGEMENT 132 and renewable energies 43 14.1. Board of Directors 132 6.2. AREVA’s customers and suppliers 52 14.2. Executive offi cers 140 6.3. Overview and strategy of the group 54 14.3. Legal information, confl icts 6.4. Operations 59 of interest and service contracts 141 14.4. Transactions on the company’s share capital by executive offi cers 141 07 ORGANIZATION CHART 92 7.1 Simplifi ed organization chart of the group at December 31, 2016 92 7.2. Representative and branch offi ces 92 2 2016 AREVA REFERENCE DOCUMENT 15 COMPENSATION AND BENEFITS 142 19 TRANSACTIONS 24 INFORMATION AVAILABLE 15.1. Compensation of offi cers and directors 142 WITH RELATED PARTIES 169 TO THE PUBLIC 308 15.2. Stock owned by offi cers and directors 149 19.1. Relations with the French S tate 169 24.1. Availability of documents 308 15.3. Audit fees 150 19.2. Relations with the CEA 170 24.2. Persons responsible for fi nancial 19.3. Relations with government-owned information 308 companies 170 24.3. Financial information programs 309 16 FUNCTIONING OF CORPORATE 24.4. Tentative fi nancial communications BODIES 151 schedule 309 16.1. Functioning of management 151 20 FINANCIAL INFORMATION 16.2. Functioning of the Board of Directors 152 CONCERNING ASSETS, FINANCIAL POSITION 16.3. Functioning of the committees 25 INFORMATION ON HOLDINGS 310 AND FINANCIAL PERFORMANCE 172 instituted by the Board of Directors 153 25.1. Signifi cant equity interests of AREVA 310 20.1. Consolidated fi nancial statements 16.4. Report of the C hairman of the 25.2. Shareholders’ agreements 310 for the year ended December 31, 2016 173 Board of Directors on governance and internal control and risk 20.2. Notes to the consolidated fi nancial management procedures 153 statements for the year ended APPENDIX December 31, 2016 181 16.5. Report of the statutory auditors 20.3. 2016 Financial statements 269 A1 Report of the C hairman of the prepared pursuant to article Board of Directors on governance L. 225-235 of the French 20.4. Notes to the annual fi nancial statements 275 and procedures for internal Commercial Code 153 control and risk management 312 20.5. Five-year fi nancial summary 297 20.6. Information on accounts payable A2 Statutory auditors’ reports 333 17 EMPLOYEES 154 to suppliers 298 17.1. Employment 155 20.7. Dividend policy 298 A3 Social, environmental and societal 17.2. Work organization 158 20.8. Legal and arbitration proceedings 299 responsibility 341 17.3. Labor relations 159 20.9. Signifi cant change in the issuer’s A4 Non-fi nancial reporting 17.4. Health and safety 160 fi nancial or trading position 299 methodology and independent 17.5. Training 161 third-party report on social, 17.6. Equal treatment 162 environmental and societal data 355 21 ADDITIONAL INFORMATION 300 17.7. Promotion and compliance with A5 Proposed resolutions for the stipulations of fundamental 21.1. Share capital 300 21.2. Memorandum and A rticles the ordinary annual meeting agreements of the international of shareholders of May 18, 2017 360 labor union 163 of A ssociation 303 21.3. Agreements referred to in A6 Code of Ethics 365 article L. 225-102-1 paragraph 13 18 MAJOR SHAREHOLDERS 165 of the French Commercial Code 304 A7 Table of concordance 18.1. Allocation of capital and voting rights 165 21.4. Review of agreements authorized of the M anagement R eport 370 18.2. Diff erent voting rights 167 during previous fi nancial years with 18.3. Control of the issuer 167 continuing eff ect in the last fi nancial GLOSSARIES 371 year 305 18.4. Agreements known to the issuer whose implementation could subsequently result in a change MAJOR CONTRACTS 306 of its control 168 22 23 THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST 307 2016 AREVA REFERENCE DOCUMENT 3 4 2016 AREVA REFERENCE DOCUMENT General Comments This Reference Document contains information on AREVA’s objectives, prospects Pursuant to article 28 of the European Community regulation no. 809/2004 of and development strategies. This information should not be interpreted as a April 29, 2004, the directive 2004/109/CE, as amended, and article 212-11 of the guarantee that events and data set forth herein are assured or that the planned General Regulations of the Autorité des marchés fi nanciers, the following items objectives will be met. Forward-looking statements made in this Reference have been included for reference: Document also address a certain number of risks, whether proven or unproven, p AREVA’s consolidated fi nancial statements for the year ended December 31, known or unknown, which remain subject to unforeseen events. Were they to 2014 and the statutory auditors’ report on the consolidated fi nancial statements translate into fact, these risks could cause AREVA’s future fi nancial results, operating for the year ended December 31, 2014, presented in pages 172 to 181 and performance and production to diff er signifi cantly from the objectives presented or pages 170 to 171 respectively of the Reference Document fi led with the Autorité suggested herein. In particular, these risk factors include trends in the international des marchés fi nanciers on March 31, 2015 under number D. 15-0263; and economic and commercial situation. p AREVA’s consolidated fi nancial statements for the year ended December 31, This Reference Document contains estimates of the markets, market shares 20 15 and the statutory auditors’ report on the consolidated fi nancial statements and competitive position of AREVA. which are provided solely for purposes of for the year ended December 31, 15, presented in pages 170 to 179 and information and are likely to vary as a function of circumstances. pages 168 to 169 respectively of the Reference Document fi led with the Autorité In this document, the company is referred to as “ AREVA” . The “group” designates des marchés fi nanciers on April 12, 2016 under number D. 16-0322. AREVA and its subsidiaries. A glossary defi ning technical terms may be found at the end of this Reference Document. NewCo is the temporary name of the entity which combines all of the operations of AREVA related to the nuclear fuel cycle, whose legal name is New AREVA Holding. 2016 AREVA REFERENCE DOCUMENT 5 01 PERSON RESPONSIBLE 1.1. PERSON RESPONSIBLE 1.2. ATTESTATION BY THE PERSON RESPONSIBLE FOR THE REFERENCE DOCUMENT 6 FOR THE REFERENCE DOCUMENT 6 1.1. PERSON RESPONSIBLE FOR THE R EFERENCE D OCUMENT Mr. Philippe Knoche Chief Executive Offi cer of AREVA 1.2. ATTESTATION BY THE PERSON RESPONSIBLE FOR THE R EFERENCE D OCUMENT “I hereby attest, having taking every reasonable measure to this eff ect, and to the best of my knowledge, that the information contained in this Reference Document fairly refl ects the current situation and that no material aspects of such information have been omitted. I attest that, to my knowledge, the fi nancial statements are prepared in accordance with applicable accounting standards and give a fair presentation of the assets, fi nancial position and operating results of the company and of all consolidated companies, and that the management report of the Board of Directors, whose structure is described in Appendix 7 of this Reference Document, presents a fair picture of the business, income and fi nancial position of the company and of all consolidated companies as well as a description of the main risks and uncertainties they confront.
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