Orano - Annual Activity Report 2025 293 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION 5 Administration and management of the Company ● examines the terms and conditions for the creation, operation and control of the funds earmarked to cover these expenses in these companies and the management policy for the corresponding financial assets as well as the strategic allocations of earmarked assets; and ● assesses, according to a multi-year schedule, the future cleanup and dismantling costs in the group companies concerned. These various points are the subject of opinions and recommendations by the committee to the Board of directors. In accordance with the provisions of Article D. 594-16 of the French Environmental Code resulting from the codification of French Decree No. 2020-830 of July 1, 2020 on securing the financing of nuclear expenses, the committee thereby formulates in particular an opinion for the Board of directors on the report on internal control relating to securing the financing of nuclear expenses. Moreover, the committee may work together with the financial advisory firms chosen by the companies responsible for the management of the funds, subject to committee approval. It examined the following topics in particular: ● the changes in estimates and end-of-lifecycle liabilities and their financing at the half-year closing and end of the 2025 financial year closing; ● the performance of earmarked assets and Capex throughout the year; and the coverage ratio of liabilities by earmarked assets as measured at December 31 of the financial year; ● the summary of the work of the Statutory Auditors; ● the annual review of the strategic allocation of earmarked assets (ASA 2025); ● the update of the financial trajectory of Orano end-of-lifecycle commitment for 2025-2034; ● the report on internal control under Article D. 594-8 of the French Environmental Code on securing the financing of nuclear expenses; ● the triennial report on the assessment of the long-term expenses of basic nuclear facilities and on the management of financial assets as of December 31, 2024 (Article L. 594-4 of the French Environmental Code); ● the support and monitoring costs allocated to end-of-life commitments, as well as the new provisioning rules adopted on the basis of direct assistance upon expiry of the dismantling obligation; ● measuring the physical progress of dismantling operations; ● the presentation of the French national radioactive waste and materials management plan (PNGMDR) at the opening of the public debate; and ● the regular review of the dashboard of end-of-lifecycle projects and the progress of the main projects for dismantling, recovery and conditioning of old waste. 5.1.3 Other committee Advisory committee In accordance with the provisions of the Shareholders’ Agreement, an advisory committee was created on July 27, 2017. This committee, which plays an advisory and consultative role, may submit proposals concerning the group’s strategy, particularly in relation to its international development policy. The advisory committee met four times during the 2025 financial year. 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. At meetings of the advisory committee, the Chairman of the Board regularly holds an exclusive dialogue with the Company’s key shareholders and reports on the duties of the Board. Presentations are made regularly to the advisory committee on the following topics, without this list being exhaustive: ● the business highlights; ● the on-going strategic and commercial projects; ● the budget; ● the strategic action plan; and ● the annual and half-year results. 5.1.4 Executive Management 5.1.4.1 Executive Management procedures The separation of the functions of Chairman of the Board and Chief Executive Officer was implemented on July 27, 2017 and reaffirmed by the Board of directors’ meeting of November 14, 2023. The aim of this separation of functions is to create a clear distinction between the strategic, decision-making and control duties of the Chairman of the Board of directors and the operational and executive duties of the Chief Executive Officer. It is also designed to improve the functioning of the Board of directors through the presence of one person dedicated to chairing the Board and the balanced distribution of powers to limit the isolation of the manager and to encourage dialogue between peers. Furthermore, as a member of the Board of directors, the Chief Executive Officer participates in determining the strategic direction of the Company and the group. Nicolas MAES was appointed Chief Executive Officer of Orano by decree of the President of the French Republic on November 15, 2023 and resigned from his employment contract on the same date. His office has a 4-year term. The Board of directors’ meeting of April 28, 2022 renewed its confidence in Claude IMAUVEN and decided to reappoint him as Chairman of the Board of directors for a term of four years ending at the General Meeting called to approve the financial statements for the financial year ending December 31, 2025.
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