ORANO // Annual Activity Report 2024

CHAPTER

5

CORPORATE GOVERNANCE AND GENERAL INFORMATION

5.1 Administration and

5.4 Additional information

305

management of the Company Composition of the Board of Directors Functioning of the Board of Directors

270

5.4.1

General information about the Company

305

5.4.2 Articles of incorporation and Articles of Association of the Company 5.4.3 Participation of shareholders in General Meetings

5.1.1 5.1.2 5.1.3 5.1.4

270 285 293 293

305

Other Committee

306

Executive Management

5.4.4 Related-party agreements and commitments

306

5.2 Compensation of corporate of fi cers

5.4.5

Main features of the Company’s internal control and risk management systems as part of the fi nancial reporting process

295

308

5.2.1

Compensation policy for the Company’s corporate of fi cers Compensation for the 2024 fi nancial year

295 298

5.5 Share capital and shareholding 309 5.5.1 Share capital 309 5.5.2 Distribution of the Company’s capital and voting rights 309 5.5.3 Securities not representing capital 310 5.5.4 Transactions referred to in Article L. 621-18-2 of the French Monetary and Financial Code during the fi nancial year 310

5.2.2

5.3 Corporate Governance Reference Code

304

This section of the Annual Activity Report includes the report of the Board of Directors on corporate governance prepared in accordance with the fi nal paragraph of Article L. 225-37 of the French Commercial Code. In particular, it reports on the composition of the Board of Directors of Orano SA (the Company) and the conditions for the preparation and organization of its work. The Board of Directors report on the Company’s corporate governance is prepared with the support of the Legal, Finance and People and Communications Departments and then reviewed by the Compensation and Nominating Committee before being presented to the Board of Directors. It was approved by the Board of Directors at its meeting of February 18, 2025. This report was also submitted to the Statutory Auditors as part of their legal duties. Note that, as an issuer of debt instruments admitted for trading on a regulated market, the Board of Directors decided on July 27, 2017 to refer voluntarily to the Afep-Medef Code of Corporate Governance. In accordance with the “apply or explain” principle set out in Article L. 22-10-10, 4° of the French Commercial Code, the Company will explain hereunder the reasons for which it currently derogates from certain recommendations of the Afep-Medef Code.

269

Orano - Annual Activity Report 2024