Stock. Let s our energy.

Transcription

1 Employee Stock Purchase Plan 2013 Let s share all our energy

2 The securities offered under the employee stock purchase plan described herein have not been, and will not be, registered with the united states securities and exchange commission under the u.s. securities act of 1933, as amended (the securities act ), and may not be offered or sold in the united states or to, or for the account or benefit of, u.s. Persons except in compliance with, or pursuant to an exemption from the registration requirements of the securities act CONTENTS Solid fundamentals for profitable, responsible, sustainable growth The ACTION 2016 strategic plan to reinforce our standing in the nuclear market and become a world leader in renewable energy The AREVA share: Investing in a public, listed company The 2013 plan: Be part of AREVA s future by participating in the shareholder s program created for employees

3 EMPLOYEE Stock PURCHASE PLAN 2013 This brochure has been prepared for informational purposes only and should not be the sole document that you rely on in making a decision to invest in the stock purchase plan (the Plan ) described herein. For further information regarding the terms of the plan, you should consult the description of the terms of the offering in the U.S. Plan Document that is being provided to you with this brochure. The U.S. Plan Document contains important details about the plan and about taxation of plan participants that are not contained in this document. It also describes certain risks to which participants in the plan are exposed. We also urge you to consult AREVA s latest annual report (the reference document ) and any more recent financial reports, all of which are available in English on the AREVA website ( The annual report and the other financial reports contain important information about AREVA, its strategy and prospects, its business, its financial results and its financial statements, as well as a description of certain of the key risks that it faces and to which investors in its shares are exposed. The plan is a compensatory benefit plan within the meaning of Rule 70l(c)(2) of the United States Securities Act of 1933, as amended (the Securities Act ). This brochure and the U.S. Plan Document together comprise the plan document within the meaning of Rule 701. The shares are being offered under an exemption from registration with the United States Securities and Exchange Commission (the SEC ). As a result, the shares may not be resold in the United States without registration unless there is an available exemption from registration with the SEC. They may only be sold or transferred on the Euronext Paris stock exchange. The shares being offered for sale under the plan have not been recommended by any federal or state securities commission or regulatory authority, nor have any of these authorities confirmed the accuracy or determined the adequacy of this brochure, the U.S. Plan Document, or any other materials being distributed or made available to you in connection with the plan. 2/3

4 Let s share all our energy

5 EMPLOYEE Stock PURCHASE PLAN 2013 Dear Colleagues, AREVA is a jewel in the industry. I believe that all of you are proud to be a part of our collective adventure. Today I am giving you the opportunity to play an even bigger part in our company s development by becoming a shareholder. I wanted the opportunity to be structured in such a way so that as many of you as possible could participate. The employee shareholder program is a strategic choice. It s a way of recognizing your commitment to serving AREVA and to the cohesion of our company, as well as everyone s support for our strategy. This opportunity comes at a pivotal time in our company s development. The effort to achieve the ACTION 2016 strategic plan since 2011 has already started to bear fruit marked the first steps in the company s improvement, thanks to several actions and initiatives taken on the ground by each and every one of you. The company s main performance indicators have continued to improve this year, confirming our belief that we are moving in the right direction. With our operating cash flow continuing to improve, we believe that AREVA should be well-positioned to take control of its future once more, to fully self-finance its investments and to seize development opportunities. We believe that AREVA s activities benefit from excellent, long-term visibility, with an backlog containing almost five years worth of sales in a flourishing market. The nuclear sector is a mature market with solid investment prospects from our clients, based on 437 existing and established nuclear reactors around the world and on new builds. We believe that the renewable-energy market also presents rapid, complementary opportunities for growth. With this foundation, I am confident in AREVA s ability to generate profitable, responsible, sustainable growth, and I know I can count on you to help us get there. You have the opportunity to become an AREVA shareholder on special terms and conditions. It is important to take the time to think it over. It is a personal investment choice for the long term, as well as a motivating choice to have the potential to benefit financially from future growth of the company. I am sincerely grateful for your dedication to the company and its values. Sincerely, Luc Oursel President and Chief Executive Officer, Chairman of the Executive Board 4/5

6 Solid fundamentals for profitable, responsible, sustainable growth Of course, these projections are based on factors beyond our control that may affect the demand for energy generally and the demand for nuclear and renewable energy in particular. No assurance can be given that the levels of growth and demand set forth will actually be obtained. For a description of certain key factors that may affect such growth and demand, please see the AREVA annual report referenced at the beginning of this brochure.

7 EMPLOYEE Stock PURCHASE PLAN 2013 We believe that the development of nuclear and renewable energy is supported by the energy market s fundamentals: - Experts project a doubling of the world demand for energy by 2050, driven by projected economic growth in emerging countries and the development of new electricity needs (individual and mass transport, digital technology, etc.). - Countries needs for energy independence, while fossil fuels become rarer and geopolitical hazards encourage the use of competitive, domestic energy sources. - the fight against climate change, with a reduction in greenhouse gas emissions. Despite the accident at the Fukushima nuclear plant in March 2011, most countries have confirmed their nuclear programs. New programs have even been announced since then. MINES ADDING VALUE RECYCLING CHEMISTRY NUCLEAR ENERGY ENRICHMENT REACTORS ESTABLISHED BASE FUEL Recurring activities New constructions SERVICES REACTORS NEW CONSTRUCTIONS Technical, operational, commercial and financial synergy Key markets figures: In the nuclear market, by 2030, AREVA anticipates* an average growth in established capacity of 2.2 percent per year, a scenario that matches predictions published in mid-2011 by large international institutions specialized in the field. In the renewable energy market, average growth is expected to be around eight percent per year (excluding hydroelectricity) by Source: International Energy Agency. BIOFUEL ENERGY STORAGE RENEWABLE ENERGY OFFSHORE WIND SOLAR *Market scenario developed by AREVA in the second half of 2011, following the Fukushima accident. 6/7

8 We believe that AREVA has some major advantages for seizing growth opportunities All of AREVA s activities and development are, in our view, based on the principles of safety and transparency. The company strives to apply the highest safety and security standards to its own installations, as well as to the products and services it offers to its clients around the world. AREVA s mission is to provide access to cleaner, safer, cheaper energy to as many people as possible. To accomplish this goal, it offers its clients solutions to produce low-carbon energy: nuclear and renewable energy. These two energy sources are complementary and work well together. Within the field of nuclear energy, AREVA uses an integrated model that we believe has become a benchmark in the industry in just a few years. It encompasses the entire nuclear cycle, from uranium extraction to recycling spent fuel to reactor designs and related services. AREVA s expertise, skills and technological knowledge is internationally recognized and the result of more than 60 years of experience in nuclear power. AREVA delivers highly technical products and services with high added value to its clients. We believe that the company s integrated model allows it to optimize and synergize its products to offer clients unique solutions adapted to their needs. In terms of renewable energy, AREVA offers comprehensive solutions that we believe meet clients short- and long-term needs while meeting energy demands during base and peak periods. Our products target four main segments of the market: offshore wind power, biofuel, solar concentration and energy storage. We offer clients products and services that we believe are as safe and high quality as our nuclear power products, and with the same degree of professionalism. AREVA is a company that believes in the future and that invests and innovates to stand out from its competitors: A multiyear investment program that we expect will total 7.7 billion between 2012 and billion of this amount is intended to go towards safety, security and maintenance of our installations research and development efforts totaling approximately 418 million (representing 4.8 percent of that period s sales). Professional training and internal mobility: 1.5 million hours of training per year, or an average of five days of training per employee per year. For further information regarding AREVA s market position and marketing strategy, please see the annual report referenced at the beginning of this brochure. Key sales figures: Average of five years worth of sales in the backlog for nuclear and renewable energy activities. Over 80 percent of the company s sales come from recurring activities for existing, established nuclear reactors around the world. A commercial presence with 95 percent of nuclear power plants around the world and industrial business with 360 of the world s 347 nuclear reactors currently in operation worldwide. World leader in constructing generation III+ reactors, with four EPR reactors under construction in three countries. In terms of renewable energy, quadrupling of annual sales in two years.

9 EMPLOYEE Stock PURCHASE PLAN 2013 We believe we can count on our AREVA spirit, which brings us together around shared values and convictions... Employee dedication and commitment to AREVA We believe that the company s Voice of Employee survey administered in spring 2012 showed a single, shared vision. Out of 18 criteria evaluated, the criterion measuring employee motivation and commitment received the best score, with 3.8 out of 5. The clarity of objectives and management s commitment were also highly rated. We are striving to continue the unification of AREVA. In 2012, we began simplifying legal and organizational aspects of our company and creating a new, regional branch in the Asia/Pacific region. Our employees skills and knowledge have also contributed to AREVA s development around the world. Our jobs are complex, demanding and highly technical. Our expertise is rare and internationally recognized by our clients. We are very proud of our careers and expertise. Key Human Resource Figures: 46,500 employees percent women Average age of percent are engineers and executives 11.8 percent of employees are under 30 years of age 27 job titles across four sectors, 96 business domains (source: 2012 job survey report) We believe we can count on our AREVA spirit, which brings us together around shared values and convictions and a common desire and passion that drive us in our work every day. Let s share all our energy 8/9

10 2012 revenue: million % vs backlog: d45.4 billion stable vs 2011 The ACTION 2016 strategic plan to reinforce our standing in the nuclear market and become a world leader in renewable energy

11 EMPLOYEE Stock PURCHASE PLAN 2013 key targets for ACTION 2016 s financial performance: Sales figures are targeted to grow five to eight percent per year in the nuclear sector from 2015 through 2016 and reach more than 1.25 billion for renewable energy by 2015; in 2013, growth is targeted to reach three to six percent in the nuclear segment and sales figures of about 600 million in renewable energy. Gross operating surplus (GOS) of more than 1.1 billion is targeted for Free operating cash flow (after investments and before taxes) is targeted to be balanced in 2013 and to reach more than 1 billion per year starting in In late 2011, AREVA launched a new five-year strategic plan called ACTION It defines strategic and performance goals to improve our results and prepare for the company s future. The plan envisions: Giving commercial priority to creating value, Being selective in our investments, Taking control of our debt, Improving the company s overall performance. Improving performance is everyone s responsibility. Our vision is based on five philosophies: Safety and security, Operations to serve clients (quality, cost, time), Economic competitiveness, Technology and innovation, Human resources. The targets set forth above reflect the goals contained in our current strategic plan. We are committed to attaining them. Of course, attaining these targets will depend, in part, on factors beyond our control that may affect the demand for energy generally and the demand for our products and services in particular. No assurance can be given that the targets set forth will actually be obtained. For a description of certain key factors that may affect our ability to attain these targets, please see the AREVA annual report referenced at the beginning of this brochure. In 2012, AREVA received the initial results from employees working towards the company s action plan. The results were positive: In terms of nuclear safety, there was a reduction in the rate of incidents, reaching levels below the set limit. In terms of sales, at the end of 2012, the backlog contained 45.4 billion in sales and we experienced a 5.3 percent increase in revenue over the year. In terms of cost savings, 45 percent of our goal set for 2015 has already been achieved. In terms of financial stability, the minimum goal of 1.2 billion in proceeds from sales of non-strategic assets in was reached at the end of August In terms of technology, our policy of innovation continued with the launch of several research and development platforms for high-tech activities. In terms of human resources, the internal mobility policy was changed: 60 percent of vacant positions around the world were filled by internal employees. Let s share all our energy 10/11

12 The AREVA share: INVESTING IN A PUBLIC, LISTED COMPANY

13 Employee Stock Purchase Plan 2013 Shareholding AREVA s shareholding has been particularly stable. The French government directly and indirectly controls more than 85 percent of AREVA s capital. The biggest shareholder is a public institution, the Atomic Energy and Alternative Energies Commission ( Commissariat à l énergie atomique et aux énergies alternatives - CEA). The Deposits and Consignments Fund ( Caisse des Dépôts et Consignations - CDC) is also a public shareholder of the company. The current shareholding derives from AREVA s creation on September 3, 2001, and subsequent market transactions. When AREVA was established, many shareholders (such as Total and EDF) exchanged their various minority holdings, mainly in COGEMA and Framatome SA, for shares of the new company AREVA. CEA, a historic shareholder, maintained its majority holdings, which were increased to 69 percent. In December 2010, Kuwait s sovereign wealth fund (the Kuwait Investment Authority) acquired five percent of AREVA s capital, along with the French government, which increased its direct participation. An increase in capital reserved for holders of investment certificates (the only instrument listed at the time) in early 2011 helped maintain the float (the share of capital held by the public) at four percent of capital. The conversion in 2011 of all of AREVA s shares into common shares greatly simplified AREVA s capital structure. Since May 30, 2011, all of AREVA s capital has been listed in the form of shares. AREVA holds 1.2 percent of areva capital in treasury stock. This stock will be used for the stock purchase plan. AREVA HOLDS 1.2 percent OF AREVA CAPITAL IN TREASURY STOCK. THIS STOCK WILL be USEd FOR THE STOCK PURCHASE PLAN. Shareholder structure December 31, 2012 Commissariat à l énergie atomique et aux énergies alternatives (CEA) 68.88% French State 14.33% Kuwait Investment Authority (KIA) 4.82% Caisse des Dépôts et Consignations (CDC) 3.32% EDF 2.24% TOTAL 0.95% Framépargne 0.23% Public 4.04% AREVA 1.20% 12/13

14 AREVA on the Stock Market Since May 30, 2011, AREVA s shares have been listed in segment A of the Euronext s organized market in Paris (the Paris stock exchange). AREVA s shares are part of the SBF 120 and MIDCAC 100 indices. On December 31, 2012, AREVA s market capitalization was billion. f25 f20 f15 f14.78 f10 f5 May 30, 2011 January 18, 2013 Share price since May 2011 For 2012, the AREVA stock posted an annual performance of -32.8%. The past performances are not a reliable indicator of the future performances. Understanding the Stock Market How it works? The stock market is an organized financial market where investors trade shares of companies and other financial securities with varying levels of risk. What affects the share price? The value of a share varies depending on numerous factors, including fluctuations in the supply and demand for such share on the stock market. It is also influenced by investors perception of risk through internal (financial results, company strategy, prospects, etc.) and external (economic climate, industry prospects, market confidence, etc.) indicators. There is an inherent risk of loss involved in any investment in shares. For a description of certain key risks that may affect the value of the AREVA shares, please see the U.S. Plan Document and the AREVA annual report referenced at the beginning of this brochure. What is the recommended investment term? Shares acquired in this plan are subject to a three-year holding period, during which they may not be sold (subject to certain exceptions described in the U.S. Plan Document). Therefore, investing in shares in this plan is a long-term investment. It is not recommended that you invest any savings you might need in the short term. Please note that your decision to invest, or not, in the plan is entirely personal. Nothing in this brochure, the U.S. Plan Document or any other plan document or communications regarding the plan is intended to constitute tax, investment or legal advice, and should not under any circumstance be construed as such. AREVA, as your employer or any of its respective employees, is not providing any such advice. You should seek advice from your own tax, legal and financial advisers before deciding whether to participate in the plan. Also please note that your decision to invest in the plan, or not, will not have any effect on your career within the AREVA Group, either positive or negative. Participation will not enhance your prospects within the group, and a decision not to participate will not deteriorate them. Should you invest a significant portion of your savings in this plan? Among other factors to consider when deciding whether or not to invest in the plan, you should consider the potential for gain and for loss and the need to diversify your investments accordingly.

15 Employee Stock Purchase Plan 2013 Let s share all our energy 14/15

16 The 2013 plan: Be part of AREVA s future by participating in the shareholder s program created for employees

17 Employee Stock Purchase Plan 2013 As an employee, you have the opportunity to purchase AREVA shares under special conditions. An investment in AREVA shares will expose you to the risks and rewards of upward and downward movements in the AREVA share price. What are the benefits of the 2013 plan? A special employer matching contribution of 20%: For every five shares that you purchase with your own funds, your employer will give you one free share (shares must be purchased in blocks of five). This applies for a purchase of up to 1,000 shares (which would result in an employer matching contribution of 200 shares). The employer matching shares are given to you at the time of your share purchase and are not subject to any forfeiture conditions (they are yours to keep). In return for these benefits: Your AREVA shares will be subject to a mandatory three-year holding period, during which they may not be sold, except in certain cases of early exit allowed by AREVA. You will fully participate in both increases and decreases in the AREVA share price while you hold them, which represents the potential for capital gain or loss. You will be entitled to receive dividends, if any, declared in respect of the AREVA shares and will be allowed to vote your shares at meetings of AREVA shareholders. Who can participate? All employees, except temporary employees, who are eligible to participate in the U.S. 401(k) savings plan of an AREVA Group company in the United States at the start of the enrollment period of the plan (May 16, 2013) and remain employed by such a company through the end of the last day of the enrollment period (May 31, 2013). Purchase price The purchase price will be determined by AREVA s Executive Board. This price will be equal to the average opening AREVA share price on the Paris stock exchange during the reference period; i.e., the daily opening price for the 20 business days preceding the enrollment period. This price will be in euro, but your employer will accept payment in dollars at a dollar purchase price that will be fixed at the same time. You will be informed of the purchase price in euro and in dollars on May 15, 2013, through a notice posted on a website created specifically for the plan and on the AREVA intranet. Enrollment period From May 16-31, 2013 How do I pay for the purchase of my shares? Your enrollment in the 2013 plan can be paid for by: Direct deduction from your bank account, to be made on June 14, Interest-free loan for a purchase of up to 100 shares: payroll deductions will be made by your employer starting in July 2013 for a period not to exceed 12 months. You can combine these two types of funding. If you choose to purchase more than 100 shares, you may utilize the interest-free loan for the purchase of your first 100 shares through payroll deduction, and then you must pay for the remaining shares by direct deduction from your bank account. Please note that the frequency and duration of payroll deductions will depend on your employment status and payroll frequency, but may not exceed 12 months. 16/17

18 ExAmple share price of 13 euros Cumulated AREVA Share price performance over 3 years (measured against purchase price and assuming constant exchange rate) 3 years forward, the value of your assets will amount to: Performance of your total assets / your purchase with your own funds: Annualized performance + 50% i.e a share price of $1, % % + 20% i.e a share price of $1, % % 0% i.e a share price of 13 $1, % + 6.3% - 20% i.e a share price of $ % - 1.4% - 50% i.e a share price of 6.50 $507-40% - 8.2% > Reference purchase price of 13 or $16.9 (exchange rate 1 = $1.30). > Purchase with your own funds of 50 shares ($845). > Special AREVA matching contribution of 20% = 10 shares ($169). The amount of my purchase If you wish to enroll, you must purchase a minimum of 25 AREVA shares, which would entitle you to five matching shares. You may purchase up to a maximum of 1,000 AREVA shares in blocks of five (which would entitle you to 200 matching shares). To enroll between May 16 and May 31, please visit the online subscription site at The information that you will need to enroll ( login and password ) will be sent to you in a separate . The deadline for your enrollment to be submitted is May 31, 2013, at Noon (12 p.m.) Eastern time. Due to the nature of this offering, we will be unable to process any enrollments after this deadline.

19 Employee Stock Purchase Plan 2013 How will I be taxed? Please see the Plan Document for the United States. When will my share purchase be confirmed? Once the AREVA 2013 plan has been implemented, you will receive in June 2013 a statement telling you exactly how many AREVA shares have been allocated to you. What happens in the event of over-subscription? Enrollment requests will be honored up to the total number of shares available. If this limit is exceeded, shares will be allocated based on the following formula: The total number of shares offered will be divided by the number of participants in order to obtain the average subscription amount (this calculation will include participants in stock purchase plans being offered concurrently by AREVA in other countries). All subscriptions in an amount less than or equal to this average subscription will be satisfied in full. All subscriptions for a number of shares over the average subscription will then be satisfied on a pro rata basis in proportion to the number of shares requested and not yet satisfied. You will of course only pay for shares actually allocated to you. Afterwards, how will my investment perform? The value of your investment will follow any upward and downward movements in the AREVA share price. You therefore incur the risk of not recovering the full amount of your personal contribution. The AREVA shares trade on the Euronext Paris stock exchange, in euros. This means that the value of your investment, when expressed in dollars, will also vary with changes in the euro/dollar exchange rate. As a result, if the value of the euro strengthens relative to the U.S. dollar, the value of the shares expressed in dollars will increase. On the other hand, if the value of the euro weakens relative to the U.S. dollar, the value of the shares expressed in U.S. dollars will decrease. When you sell your shares, the sale price and proceeds of sale will be in euros and the actual value in U.S. dollars will only be determined when the sale proceeds in euros are converted into U.S. dollars at the exchange rate in effect at that time. Before you decide whether or not to participate in this plan, we urge you to read the Plan Document for the United States that is provided to you with this brochure. The Plan Document contains important details about the Plan that are not contained in this brochure. You should also review AREVA s latest annual report (the reference document ) and any more recent financial reports, all of which are available in English on the AREVA website ( html). The annual report and the other financial reports contain important information about AREVA, its strategy and prospects, its business, its financial results and its financial statements, as well as a description of certain of the key risks that it faces and to which investors in its shares are exposed. In providing this brochure, AREVA does not intend to offer you financial advice of any kind. The decision to participate or not participate in this plan is entirely up to you and has no bearing on your employment within the AREVA Group. Any benefits that may result from this plan are not part of your compensation for the purpose of calculating your future compensation, benefits, or rights. ENROLLMENT PERIOD FROM MAY 16-31, 2013 Let s share all our energy 18/19

20 Employee Share Purchase Plan 2013 The 2013 plan at a glance Share purchase price: set on May 15, 2013 Enrollment period: May 16 through 12 p.m. (Noon) ET on May 31, 2013 Possibility to pay by: Direct deduction from your bank account Interest-free loan: payroll deduction over 12 months, for first 100 shares purchased Minimum purchase of 25 shares. Shares must be purchased in blocks of five (5). One free share for every five purchased up to 1,000. Mandatory holding requirement of three years, subject to exceptions Investment correlated to upward and downward movements in the AREVA share price and also the US dollar/euro exchange rate, which poses a risk of capital loss Online enrollment site: To learn more: You can log on to to simulate your subscription and employer contributions. 33 rue La Fayette Paris cedex 09 - France Crédit photos : AREVA Bœuf Christian - Bourdon Paivi - Brault Philippe - Dupont Cyrille - Ferrare Elodie - Guérin Olivier - Hounsfield Pierre - Joly Emmanuel - Larrayadieu Philippe - Taillat Jean-Marie - Verzone Paolo - Wright Warren - Zumstein Michael. Hors AREVA Vattenfall - Masterfile - - Bro-US13