Orano - Annual Activity Report 2025 292 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company Compensation and nominating committee 4 5 85% Members Meetings Participation As of the date of this report, the compensation and nominating committee has four members: ● Philippe BRAIDY (Chairman and Director); ● Marie-Hélène SARTORIUS (Independent Director); ● David LECAVELIER (Director representing employees); and ● Romain VALENTY (representing the French State, Director). The compensation and nominating committee carries out duties in the following areas: ● appointments: it recommends to the Board of directors of the persons liable to be appointed as corporate officers; it oversees the preparation of the future with regard to the composition of the Company’s governing bodies, in particular by establishing a succession plan for officers to be able to propose succession solutions to the Board in accordance with unforeseeable vacancies; it discusses the status as independent directors of each director at the time of their appointment and reports these opinions to the Board of directors; ● compensation: it makes recommendations and proposals to the Board of directors concerning the compensation (including the variable compensation of officers), the pension and welfare plan, supplementary pension plans, benefits in kind, the various pecuniary rights of the Company’s officers and in particular, where applicable, severance payments, non-competition payments or retirement benefits, and monitors their application; it examines the system for distributing directors’ compensation among the members of the Board of directors; it examines the compensation policy of the main non-corporate officers; when the compensation policy for the key non-corporate officers is being examined, the officers participate in the committee meeting, if possible; ● human resources: it reviews the Company’s policy on gender equality and gender balance annually; it is informed of the management policy of senior executives and “key people” and the development of high potential employees; it examines the objectives, terms and conditions as well as the results of the Board of directors’ policy in terms of representation of women and men, nationalities and the diversity of skills within it; and ● governance: it prepares the corporate governance rules applicable to the Company and monitors their implementation; and it proposes the procedures for evaluating the functioning of the Board of directors and its committees and oversees their implementation. The compensation and nominating committee examined the following topics in particular: ● the Chief Executive Officer compensation policy, ensuring the relevance of ESG criteria in its compensation structure; ● the directors’ compensation policy; ● the independence of the members of the Board of directors; ● the assessment of the Board; ● the gender balance policy within the group’s management bodies and the Company’s policy in terms of equal opportunity and equal pay and gender equality; ● the skills matrix required for the proper functioning of the Board of directors; ● the executive succession plan; and ● the monitoring of the group’s skills development plan. End-of-lifecycle obligations monitoring committee 4 5 95% Members Meetings Participation As of the date of this report, the end-of-lifecycle obligations monitoring committee has four members: ● Julie SERRIER (Chairwoman and Director); ● Marie-Hélène SARTORIUS (Independent Director); ● Romain VALENTY (representing the French State, Director); and ● Cyrille VINCENT (Director representing employees). Julie SERRIER was appointed member and Chairwoman of the end-of-lifecycle obligations monitoring committee as of July 31, 2025, replacing Cécile SELLIER, whose term of office as Director ended on July 10, 2025. The committee’s mission is to contribute to the monitoring of the portfolio of earmarked assets, constituted by the Company’s subsidiaries in their capacity as nuclear operators to cover their future dismantling, clean-up, and long-term radioactive waste management costs. In this respect, the committee, upon presentation by the Company of appropriate documents: ● examines the reports and notes mentioned in Article L. 594-4 of the French Environmental Code (the triennial report or its update and its appendix relating to the report on internal control) and, where applicable, makes recommendations relating to how they are prepared to ensure the accuracy of the information contained in these documents; ● monitors the effectiveness of internal control and internal audit, with regard to securing the financing of nuclear expenses, as mentioned in Article L. 594-1 of the French Environmental Code, without undermining their independence; ● reviews and gives an opinion to the Board of directors on Orano’s policy in terms of securing nuclear expenses, as mentioned in Article L. 594-1 of the French Environmental Code; ● examines the internal risk assessments relating to end-oflifecycle obligations and monitors the implementation of the resulting actions; ● periodically reviews and monitors the implementation of the plans to supplement the dismantling funds as proposed by Orano to return to a coverage rate of liabilities by earmarked assets greater than or equal to 100% in the event that a coverage shortfall is observed at the end of the financial year, and ensures the balance of asset-liability trajectories within the framework of the regulations in force;
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