Orano - Annual Activity Report 2025 288 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company Furthermore, the induction process for new directors comprises: ● an induction guide for new directors; ● a documentary database so that the directors have at all times the documentation they need to understand the group’s business, its governance and administrative matters relating to their role within Orano; ● meetings with the Chairman of the Board of directors, the Secretary of the Board and the main executive officers of the group; and ● site visits. Lastly, each year, a strategic in-depth seminar enables the Board of directors to deepen its understanding of some of the Orano group’s strategic topics and discuss them with the members of the executive committee. 5.1.2.5 Ethics of directors The director shall perform his or her duties with independence, integrity, uprightness and professionalism. The rules of procedure of the Board of directors of the Company set out directors’ duties, which include: ● compliance with applicable legislation, the Articles of Association and the Company’s corporate interest; ● professionalism and duty of expression; ● the strictest confidentiality of the work of the Board of directors and of its committees; ● compliance with rules relating to holding multiple offices; ● prevention of conflicts of interest; and ● compliance with obligations related to the holding of financial instruments issued by the Company and the holding of inside information. The Company refers to and adheres to the principles set out in the Orano Code of ethics and business conduct and the Orano Stock Market Code of Conduct. 5.1.2.6 Rules applicable to conflicts of interest The rules applicable to the members of the Board of directors with regard to preventing conflicts of interest are set out under Article 4.6 of the rules of procedure of the Board of directors, which states in particular that: ● the director shall at all times preserve their independence of judgment, decision-making and action; ● the director will strive to avoid any conflict that may exist between his or her moral and material interests and those of the Company; ● the director will inform the Board of any conflict of interest in which he or she may be directly or indirectly involved; ● in the event that a situation or risk of conflict of interest should arise, the Director concerned must, upon receipt of the order of business, inform the Chairman of the Board of directors and, where applicable, the Chairman of the committee concerned, and must abstain from taking part in any discussions or voting on the corresponding resolution; ● the director, or the permanent representative if the Director is a legal entity, may not participate personally in companies or activities in competition with the group without first informing the Board of directors and receiving its approval; and ● directors who no longer consider themselves capable of fulfilling their role on the Board of directors, or in any committee of which they are members, must resign. The Secretary of the Board, upon delegation of the Chairman of the Board, is responsible for ensuring compliance with these provisions, and that the director concerned does not participate in the discussions and resolutions of the Board, which they record in the minutes. 5.1.2.7 Work of the Board in 2025 The Board of directors has, in particular, without this list being exhaustive: ● determined the strategic guidelines of the Company and of the group, after taking advice from the Strategy, investments and sustainability committee; ● reviewed its financial trajectory and its strategic action plan; ● reviewed the Commitment roadmap, including on climate change; ● established its budget for 2026; ● examined the group’s commercial policies in Mining and Front End of the fuel cycle; ● considered the balance of its composition, carried out an annual assessment of its performance and functioning; ● deliberated on the composition of its specialized committees; ● reviewed the work of its specialized committees and their recommendations or opinions; ● reviewed the concerns, expectations and suggestions of the group’s Stakeholders’ Panel; ● updated its guide for new directors; ● renewed its annual strategic in-depth seminar to enable directors to better reflect on the group’s strategic challenges; ● redefined the list of skills deemed essential for the proper functioning of the Board and updated the self-assessment process for directors’ skills. In February 2026, the Board of directors acknowledged that the Orano group has committed that the Chief Executive Officer of Orano SA will also be the Chairman (corporate officer) of the subsidiaries Orano Recyclage and Orano Chimie-Enrichissement. This commitment is such as to enable the exercise of responsibilities as a nuclear operator by a person with the necessary powers in terms of strategic prioritization and resource allocation and is designed to be a long-term commitment. Number of meetings in 2025 Attendance rate 6 92% The Board of directors meets as often as the interests of the Company require and at least four times per year. Directors may choose to be represented by another director at meetings of the Board of directors. Each director may represent only one of his or her colleagues during the same meeting of the Board of directors.
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