2013 Employee Stock Purchase Plan Questions & Answers

Transcription

1 2013 Employee Stock Purchase Plan Questions & Answers 1. Why is AREVA offering an Employee Stock Purchase Plan in 2013? The Executive Board, the AREVA Supervisory Board and our main shareholders (the state and the CEA [French atomic energy agency]) want employees to experience a strong and long-lasting connection to the development of the group and also wish to recognize the roles and responsibilities of all employees in that development.espp 2013 is also a good vehicle for communication with employees, informing them about the financial and operational status of the AREVA group and making them aware of the group s economic reality. 2. When will I be able to purchase AREVA shares? The subscription period isfrom May 16 through Noon Eastern time on May Will AREVA shares be traded on a U.S. stock exchange? No, AREVA shares are traded on the Euronext Paris exchange and not on any U.S. exchange. There are no plans to list AREVA shares on a U.S. exchange. They are not being registered with the U.S. Securities and Exchange Commission. 4. As I assess whether and how to participate in this plan, I would like to solicit the advice of my financial advisor. Am I allowed to share the information in the brochure and plan document with others? Yes. As a matter of fact, you are encouraged to discuss the plan with your personal financial and tax advisors (and others as needed) as you decide if this opportunity is right for you. 5. Will we be investing in dollars or euros? AREVA shares are traded in euros on the Paris stock exchange. U.S. employees will pay for their shares in dollars at a fixed exchange rate set prior to the subscription period. However, this fixed exchange rate will only be used for purchasing shares.the shares are denominated and traded in euros. The proceeds of any sale of shares will be converted to dollars at the market-based exchange rate in effect at the time of sale. 6. How will the purchase price for the shares be established? The purchase price of the shares is expected to be fixed on May 15, The price will be fixed as the average opening price of the AREVA share on Euronext Paris (the Paris stock exchange) over the 20 trading days preceding May 15. The purchase price will be in euros and will then be converted into U.S. dollars so that you can pay for your shares in dollars. The euro/dollar exchange rate will be fixed based on the average of the 20 days preceding May 15 as published by the European Central Bank.The purchase prices, both in euro and dollars as converted by AREVA, will be communicated to you shortly thereafter (on a website set up by AREVA for the plan).

2 7. How will currency exchange rates affect the value of my shares? During the life of your investment, the value of the AREVA shares subscribed, when converted into dollars, will be affected by fluctuations in the currency exchange rate between the euro and the U.S. dollar. 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. 8. What has been the dividend history of the AREVA shares? No dividend has been declared since AREVA s shares were listed on the Euronext Paris exchange in A more complete dividend history can be found in the investor relations section on the AREVA Group internet site at Finance >> Investor Relations >> AREVA Share Information >> Dividends 9. After the three-year holding period, what is the process if I choose to sell my stock? At the end of the holding period, you may: choose to continue to hold your shares with the custodian designated by AREVA for so long as the custody arrangement is held open by AREVA, or request that your shares be sold on the Euronext Paris stock exchange, or request that your shares be transferred to a personal account with another custodian bank. In the latter two scenarios, you ll place your order with Computershare, the custodian of the AREVA Employee Stock Purchase plan in the U.S., to complete the transaction. 10. Can a contractor purchase company stocks? Only employees of an AREVA company in the U.S. France, or Germany are eligible for the ESPP. 11. When and how is the value of the shares taxed? In general, you will recognize ordinary taxable income at the time of purchase for U.S. federal income and employment tax purposes when you purchase shares in the plan and, depending on your place of residence, state and local taxes. The amount of income is equal to the difference between the actual fair market value of the shares you receive at the close of the subscription period, including shares received pursuant to the employer matching contribution, and the amount that you pay for them. At the time of sale, you will generally recognize capital gain or loss on any sale of the shares. For more information, including with respect to the taxes applicable on purchase, sale, and on the value of any dividends paid, please see Tax information for employees resident in the United States in the plan document. 12. Are there any administrative or other costs that employees will bear? Annual share custody fees are paid by the AREVA Group for the full duration of the holding period.you will be required to pay fees incurred related to any transaction in respect of your shares (e.g., sales or transfer of shares, charges for dividends if requested to be paid by wire transfer rather than paper check, proceeds of sale, etc.). Please see the plan document for a list of transaction fees. Participants will not pay any fees to Computershare to maintain an account. 2

3 13. Will employees have the option to purchase preferred shares? AREVA does not have preferred shares. At present, AREVA s capital structure consists exclusively of one class of common shares with equal rights with respect to voting and payment of dividends. 14. From the perspective of an employee residing in the United States, since the stock trades on the French stock exchange, how would foreign income/capital gains taxes be handled? For most employees, participation in the AREVA ESPP by itself will not cause them to have any French income tax return filing requirements. However, if a participant has other foreign investments or other foreign activities, the situation should be reviewed with a personal tax advisor. For information regarding U.S. taxes, please refer to the plan document. 15. Will this be an annual stock purchase offer to employees, or is it a one-time opportunity? It is possible that this initiative will be supplemented by additional offers in the future, but it is too early to say at this point. 16. Many companies offer their company stock through their 401(k) plans. Does AREVA plan to provide this as an option to our 401(k)? Due to certain legal and regulatory constraints, the ESPP will not be offered as an option for the AREVA 401(k) plan. 17. Why the three-year holding period? In return for the advantages of the ESPP offer (buy five, get one free) the Executive Management Board decided to lock the shares in for three years to be consistent with the Action 2016 Plan. 18. Is this the same type of share that is sold in open exchanges in Europe? How much of the AREVA ownership will be owned by the general public after this sale? Yes. The AREVA share is quoted on the Euronext Paris stock market and is the same in Europe and the U.S. The shares offered during the ESPP are treasury shares (existing shares owned); the percentage owned by the general public remains the same before and after this sale (roughly four percent of the AREVA capital). 19. From a business financial perspective, why is the stock purchase plan being offered now? AREVA wants to offer employees the opportunity to be owners in the company. The company has shown improvement since implementing Action 2016, thanks to the actions of employees throughout the organization. While this plan is not being made for capital raising purposes, the funds raised through the ESPP may be used in the framework of the Action 2016 strategic action plan, to focus on operating capital expenditures, ongoing nuclear safety, industrial safety and maintenance programs, and for completing strategic projects in progress. 20. Who actually holds the shares? Will certificates be mailed to the employee or is there a brokerage that holds them? An account in each participant s name will be created with Computershare, the custodian of the ESPP for the U.S. Computershare will hold the shares as custodian for each account 3

4 holder. Certificates will not be mailed to employees (French shares are not certificated), but participants will regularly receive account statements showing the number of shares owned. 21. Does this give us voting rights as shareholders? During the holding period, you will have the same rights as other AREVA shareholders to receive written material distributed to shareholders. You also will be able to vote your shares at meetings of AREVA shareholders and receive dividends, if any are distributed. 22. Will employees be provided a prospectus? The plan document sets forth the terms on which the shares are being offered under the plan. In addition, English translations of AREVA s annual and periodic reports, including the 2012 Reference Document, are available at (see Regulated information under the Finance tab). However, the shares are not being registered with the Securities and Exchange Commission (SEC) or offered to the general public in the United States; and in general, AREVA s ongoing disclosures, financial statements and shareholder reports are prepared in compliance with French regulations rather than those applicable to companies registered with the SEC. As a result, you will not receive a prospectus or precisely the same information or reports you would receive as an investor or prospective investor in a company listed on a U.S. exchange. 23. If an employee who participates in the ESPP leaves the company, will he/she be required to sell shares? The shares purchased by the employee and those contributed by AREVA belong to the participating employee. If a participant terminates from the company, he/she is not required to sell the stock. The three-year holding period does remain in effect. If an employer loan through payroll deduction was used to make the purchase, any loan balance remaining at termination must be repaid within 30 days of the termination date. If the loan is not repaid, AREVA retains the right to sell the shares to repay the outstanding loan balance. 24. Is the AREVA employee stock purchase plan classified as a Section 423 employee stock purchase program in the United States? The plan is a nonqualified employee stock purchase plan that is not subject to Section 423 of the Internal Revenue Code. 25. We get one share free for every five we buy. We are taxed on the free share the year it is received. Why did AREVA choose that method over selling the stock at 5/6 of the price? Wouldn t this avoid the payment of taxes until you sold the shares and make any gain subject to capital gains tax, which are lower. Under current U.S. tax law, a 5/6 stock purchase price mechanism would be subject to immediate ordinary income taxation in the same manner as the one free share mechanism. 26. What are the implications of holding shares that are not registered with the SEC? Is there anything employees in the U.S. have to do to comply with securities laws? Computershare has the ability to legally hold and sell the shares on your behalf without any special action on your part. So long as you hold and sell the shares through Computershare, the restrictions on transfer are not expected to be in any way burdensome for U.S. employees.at the end of the holding period, you will be permitted, as described in the plan document, to transfer the shares to another broker. You will need to verify that any new custodian you choose is able to hold and sell the shares on your behalf. 4

5 27. Has the company determined what it will do with the money that is raised through this program? Will money from each country be pooled or be used in the country of origin? The funds from the ESPP will be pooled for the benefit of the company s global operations.while this plan is not being made for capital raising purposes, these funds maybe used in the framework of the Action 2016 strategic action plan, to focus on operating capital expenditures, ongoing nuclear safety, industrial safety and maintenance programs, and for completing strategic projects in progress. 28. What is the main benefit for employees buying stock under this plan and will the purchase of stock help the company? Employees will benefit from the matching contribution and may benefit from future increases in the AREVA share price, if any. Employee share ownership creates a special bond between the company and its employees. Employees have the opportunity to own shares in their company and to participate in the results of their collective efforts. Strengthening employee share ownership is beneficial to the company because it results in stable and loyal share owners. 29. Does AREVA have an insider trading policy? Yes, the Good Conduct Procedure Concerning Privileged/Inside Information is available on as PO ARV LEG GEN 14. This procedure is broad enough to ensure compliance with both U.S. and French laws that restrict trading on material nonpublic information. Although participating employees should be aware of this procedure, it only applies to restrict the purchase or sale of shares if, and for so long as, an employee has nonpublic information that, if made public, would significantly impact the price of the shares. In general, information that is of more regional than global significance or that is widely known below the senior management level is unlikely to result in trading restrictions. If in doubt, you should check with the Legal department. 30. Is AREVA offering stock options in addition to the ESPP? No. AREVA is only offering at this time the opportunity for employees to purchase shares in the companywith one free share for every five purchased. 31. Where do the shares used for the AREVA 2013 initiative come from? The shares used will be shares held by AREVA as part of its treasury stock. They are not new shares issued by AREVA. Current shareholders, including the public sector (the State + CEA) will not be diluted. END 5