ORANO // Annual Activity Report 2024
5
CORPORATE GOVERNANCE AND GENERAL INFORMATION Compensation of corporate of fi cers
Payments or bene fi ts due or likely to be owed due
to the cessation of or change in duties, including payments relating to a non-competition clause
Employment contract
Supplementary pension plan
CLAUDE IMAUVEN Chairman of the Board
Yes
No
Yes
No
Yes
No
Start of term of of fi ce as Director: July 27, 2017 End date of the mandate: 2026 GM
X
X
X
47,715 euros gross, representing 10.66% of his total compensation (excluding bene fi ts in kind). The variable component of the compensation of Orano’s Chief Executive Of fi cer is subject to the approval of the Minister of the Economy, in accordance with the provisions of Article 3 of French Decree No. 53-707 of August 9, 1953, as amended, concerning the control of the French State over domestic public sector companies and certain organizations with an economic or social purpose. As such, the variable compensation will be approved for 2024 by ministerial decision. In addition, for the purposes of transparency and good governance, the elements of compensation paid or awarded to the corporate of fi cers of Orano for the 2024 fi nancial year will be submitted for approval to the General Meeting, held to approve the fi nancial statements for the fi nancial year ended December 31, 2024. For the 2025 fi nancial year , on the recommendation of the Compensation and Nominating Committee, the Board of Directors’ meeting of December 17, 2024 set the objectives determining the variable compensation for 2025 and, where applicable, the severance payments for Nicolas MAES. The compensation of Nicolas MAES for his term of of fi ce as Chief Executive Of fi cer for the 2025 fi nancial year is structured as follows:
5.2.2.3 Compensation of Nicolas MAES for the 2024 fi nancial year Nicolas MAES receives a fi xed annual portion of 400,000 euros gross and variable compensation of a maximum amount of 50,000 euros gross (12.5% of his annual fi xed compensation). This decision of the Board of Directors’ meeting of November 14, 2023 had been approved in principle for the entire term of of fi ce of the Chief Executive Of fi cer on January 22, 2024 by the Minister of the Economy, Finance and Industrial and Digital Sovereignty in accordance with Article 3 of Decree No. 53-707 of August 9, 1953, as amended, concerning the French State’s control of domestic public-sector companies and certain organizations with an economic or social purpose. On the recommendation of the Compensation and Nominating Committee and in accordance with the compensation policy applicable to the Chief Executive Of fi cer, the Board of Directors’ meeting of February 18, 2025 assessed the level of achievement of the performance conditions attached to the annual variable component of Nicolas MAES’s compensation for the 2024 fi nancial year to be 95.43%. As a result, the amount of the annual variable component due to Nicolas MAES for the 2024 fi nancial year is
Maximum annual variable compensation
Fixed annual compensation
50,000 euros
FINANCIAL CRITERIA 45%
NON-FINANCIAL CRITERIA 55%
400,000 euros
• Safety and Security • Climate • CSR approach & Business ethics 25% CSR objectives
20% Production
15% Net
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30% Strategic and operational objectives
10% EBITDA
Of which 60% quantitative criteria and 40% qualitative criteria
The level of achievement expected for each indicator is precisely pre-established and represents actual performance but is not made public for reasons of con fi dentiality. In addition, performance is assessed without offsetting criteria and no outperformance is possible.
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Orano - Annual Activity Report 2024
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