Orano - Annual Activity Report 2025 282 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company Selection process for independent directors The search for and selection of independent directors is supervised by the compensation and nominating committee, which may call upon an external consultant, if necessary. The committee prepares a candidate profile in advance, in accordance with the Company’s needs, particularly in terms of skills and diversity. Interviews are conducted with identified candidates to ensure their independence, availability, ability and motivation. The candidate selected by the compensation and nominating committee is then recommended to the Board of directors, which proposes it to the General Meeting under the conditions provided by law and, where appropriate, following co-option. 5.1.1.5 Board of directors’ diversity policy Due to its limited number of employees, the Company is not subject to the provisions of Article L. 225-18-1 of the French Commercial Code on balanced gender representation on Boards of Directors and Supervisory Boards. However, and as provided under Article L. 225-17 of the French Commercial Code and Article 7.2 of the Afep-Medef Code, the Board of directors periodically reviews the desired balance of its composition and that of the committees it forms, particularly in terms of gender representation, nationality, age, qualifications and professional experience. After reviewing the composition of the Board and, on the recommendation of the compensation and nominating committee on December 12, 2025, the Board of directors’ meeting on December 17, 2025 renewed and approved its diversity policy. This policy was established with due consideration to the group’s shareholding structure, and the strategy and environment in which it operates. For the record, the Board’s composition was established in partnership with its shareholders during the review of its Articles of Association in July 2017. When new members are appointed, the Board of directors strives to ensure gender balance, independent members and employee representation, and the composition of its shareholding structure. At December 31, 2025, the percentage of women on the Board of directors was 54.5% excluding directors representing employees. The Board of directors meeting on 17 December 2025 reaffirmed its commitment to maintaining gender balance within the Board in the future. The Board also ensures the diversity and complementarity of the skills and expertise present within it. With this in mind and with a view to continuous improvement, on April 3, 2025, the compensation and nominating committee reviewed the method for self-assessment of directors’ skills, with each director able to have a maximum of seven skills. The Board considered the following areas of expertise essential to the proper functioning of the Board: knowledge of the industry or energy business lines (including nuclear), finance and risks/internal control, strategy, ESG, executive management, management of major projects and technology and innovation. Considering the importance of the group’s international activities, the Board also places special emphasis on having directors with an international background or significant international experience. In all instances, the Board expects a high level of commitment and ethics from each of its directors. Expertise Description Knowledge of industry or energy business lines Knowledge of industry or energy business lines (including nuclear in particular). Finance and risks / Internal control Expertise in finance and risk management, knowledge of the financial markets, in-depth understanding of financial reporting and corporate finance processes, financial communication, audit and internal control. International In-depth knowledge of the international environment, experience abroad. Strategy Experience in determining the strategy and global vision of large groups. ESG Experience with environmental and climate issues, social issues or governance, ethics and compliance issues. Executive Management Experience of executive management or director of a large company. Major project management Experience in managing large-scale projects requiring cross-functional skills. Technology and innovation Communication; cybersecurity; digital transformation; R&D and innovation.
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