Orano - Annual Activity Report 2025 280 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company To the best of the Company’s knowledge, no Director of the Company has been convicted, in the last five years, of fraud, bankruptcy, receivership, liquidation or a placement under judicial administration, or has been prohibited by a court from exercising the function of member of an administrative, supervisory or management body of an issuer or from intervening in the management or conduct of the business of an issuer. 5.1.1.3 Other participants in the Board of directors Economic and Financial Controller General Pursuant to the French Decree No. 83-1116 of December 21, 1983, as amended, the functions of General Economic and Financial Control at the Company were carried out in 2025 by Cécile COURAULT, appointed by order of the Ministry of the Economy and Finance on June 1, 2024. Government Commissioner Sophie MOURLON was appointed Director General of the Directorate General for Energy and Climate (DGEC) by French Decree of July 21, 2023, and has since that date served as Government Commissioner for the Company, pursuant to French Decree No. 83-1116 of December 21, 1983 as amended. In this capacity, she attends the meetings of the Board of directors and its specialized committees. Pursuant to Article 3 of French Decree No. 83-1116 of December 21, 1983 as amended and relative to the Company, the deliberations of the Board of directors become fully enforceable unless the Government Commissioner or other authority responsible for economic and financial control opposes them within five days of either the meeting of the Board of directors, if they were present thereat, or following receipt of the minutes of the meeting. This opposition, of which the Minister of the Economy and the Minister of Energy must be immediately informed by the party presenting the opposition, ceases to have effect if, within fifteen days, it has not been upheld by one of these Ministers. Non-voting board member Article 14.6 of the Company’s Articles of Association stipulates that the Board of directors may appoint one or more non-voting board members to assist it in the performance of its duties. On the recommendation of the compensation and nominating committee, the Board of directors’ meeting of October 29, 2019, decided not to renew this position at the end of the term of office of its last non-voting board member on May 23, 2019. Secretary of the Board Christelle LE CALVEZ served as Secretary of the Board of directors until January 31, 2026. Marielle SALERA-CORDIER has served in this position since February 1, 2026. 5.1.1.4 Independence of the members of the Board of directors The Afep-Medef Code (Article 10.3) recommends that in controlled companies, within the meaning of Article L. 233-3 of the French Commercial Code, at least one-third of all Board members should be independent and specifies that those directors representing employees are not counted in establishing this proportion. As of the date of this report, the Board of directors has four independent members out of a total of eleven members (excluding directors representing employees). As recommended by the AfepMedef Code, at least one-third of the members are independent. Based on a recommendation made by the compensation and nominating committee on February 11, 2026, the Board of directors, at its meeting of February 19, 2026, considered the following Board members to be independent as per the criteria of the Afep-Medef Code: ● Claude IMAUVEN; ● Anne-Sophie LE LAY; ● Patrick PELATA; and ● Marie-Hélène SARTORIUS. The Board of directors meeting of February 19, 2026 reviewed the independence of the Company’s directors with regard to all the criteria set out in the Afep-Medef Code by referring to a statement questionnaire completed by each director. In particular, the Board of directors examined any business relationships that may exist between the Company and the companies in which these directors hold offices and noted that none of the independent members has any significant business relationships with the Company. The primary basis for this assessment is the insignificant share of revenue generated by existing business relationships, if any, compared to the respective revenue of the Company and the companies in which the members concerned hold a position. The table below shows the situation of each director at December 31, 2025 with regard to the independence criteria set out in Article 10 of the Afep-Medef Code.
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