Orano - Annual Activity Report 2025 287 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION 5 Administration and management of the Company In addition, to support its consideration of CSR issues (in particular issues related to global warming and the contribution to carbon neutrality) and the way in which these must be taken into account and integrated into its strategy, in 2021 the group set up a Stakeholders’ Panel composed of independent external figures from civil society. This committee, whose role is advisory, is not a committee of the Board of directors (see Chapter 4, Section 4.2.2). 5.1.2.2 The Chairman of the Board of directors The Chairman represents the Board of directors and, other than in exceptional circumstances, is the sole person authorized to act and speak on behalf of the Board of directors. In coordination with the Executive Management, the Chairman may take part in defining the group’s strategic directions and may represent the group in France and abroad in its relations with public officials and the group’s partners. The Chairman organizes and manages the work of the Board of directors and ensures the smooth functioning of the Company’s bodies in compliance with the principles of good governance. He coordinates the work of the Board of directors with that of the Board’s committees. He ensures that the directors, the Head of the Control Mission, the Government Commissioner and, where applicable, the nonvoting board members, have, in good time and in a clear and appropriate format, the information they require to carry out their responsibilities. The Chairman provides liaison between the Board of directors and the Company’s shareholders, in concert with Executive Management. In accordance with the recommendations of the Afep-Medef Code (Article 4.4), the Chairman of the Board is responsible for the relations between shareholders and the Board of directors. In this capacity, he chairs the meetings of the advisory committee set up by the Shareholders’ Agreement (see Section 5.1.3). The Chairman of the Board of directors also chairs the Stakeholders’ Panel. He reports to the Board on its concerns, expectations and suggestions. Pursuant to French law No. 2024-450 of May 21, 2024 on the organization of the governance of nuclear safety and radiation protection to meet the challenge of relaunching the nuclear industry, the Chairman of the Board of directors is appointed by decree after consulting the competent standing committees of the National Assembly and the Senate. This change applies to the Chairman of the Board of directors who will be appointed in 2026. 5.1.2.3 Conduct of Board of directors Meetings The meetings of the Board of directors are chaired by the Chairman, who leads the discussions, or, in his absence, by a member of the Board of directors designated at the beginning of the meeting by a simple majority of the members present. Directors who participate in a meeting of the Board of directors via a telecommunication means that allow their identity to be known and assure their effective participation, will be deemed present for the calculation of quorum and majority. In accordance with the Board’s rules of procedure, the Secretary of the Board of directors signs the register in place of these directors. Telecommunication means may only be used to the extent provided for by law. Furthermore, the use of telecommunication means may be excluded, potentially for a part of the meeting, by the Chairman of the Board of directors if one or more topics on the order of business are sensitive in nature. The group’s employees may also be invited based on their contribution to the items on the meeting’s order of business. The presence of external third parties must be authorized by the Chairman of the Board of directors. The Government Commissioner and the representative of the Economic and Financial Controller General also attend the Board of directors in an advisory capacity. Pursuant to Article 14 of the Articles of Association, the Board of directors may also be assisted by one or more non-voting board members who may attend meetings in an advisory capacity (see Section 5.1.1.3). The Statutory Auditors are invited to attend meetings of the Board of directors held to review the annual and half-year financial statements, and any other meetings at which their presence is deemed appropriate. 5.1.2.4 Information and training of directors The Chairman of the Board ensures that the members of the Board of directors have the information they need to perform their duties in a timely, clear and appropriate manner. Directors shall receive, at least five calendar days prior to the meeting, the order of business of the Board of directors’ meeting and the information necessary for their consideration, except in cases of emergency or exceptional circumstance. They benefit from ongoing information between Board meetings and may, if they wish, meet with the Company’s main executives after having previously informed the Chairman of the Board of directors and the Chief Executive Officer. The members of the Board of directors have access to a secure digital platform enabling information to be made available quickly and efficiently. Each director may receive training, if he or she deems it necessary, in the role of director and training on the specificities of the Company, its business lines and sectors of activity, as well as its challenges in terms of social and environmental responsibility, in particular climate issues. Directors representing employees may also benefit from training adapted to the performance of their duties. After the 2022 climate-specific training session, a training session was also provided in January 2024 on the CSRD directive and the duty of vigilance. In January 2025, the directors benefited from a training course dedicated to climate change adaptation and nature conservation. In January 2026, the Board of directors benefited from a session on the management of earmarked assets and the group’s specific accounting requirements.
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