Orano - Annual Activity Report 2025 294 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company 5.1.4.2 The Chief Executive Officer The Chief Executive Officer is responsible for the Company’s Executive Management and represents the Company in its relations with third parties. The broadest powers are vested in him to act in all circumstances on behalf of the Company, subject to the powers which the law assigns to the Board of directors and to the General Meeting, as well as the corporate governance rules applicable to the Company. Under the terms of Article 16-2 of the Company’s Articles of Association, the following transactions of the Company and its subsidiaries are subject to the prior approval of the Board of directors: ● transactions likely to impact the group’s strategy and modify its financial structure or scope of activity; ● insofar as they relate to an amount of more than 80 million euros: ● issues of securities by direct subsidiaries, of any nature, ● exchanges, with or without monetary consideration, of assets, shares or securities, loans, financial liabilities, credits and advances; acquisitions or disposals, by any means, of any receivables, excluding day-to-day cash transactions, ● settlements, agreements, or transactions relating to disputes; ● insofar as they relate to an amount greater than 20 million euros: ● investment projects relating to the creation of a site or the capacity extension of an existing site, ● acquisitions, extensions, or disposals of equity interests in any existing or future companies, ● decisions to set up new, or close down, existing locations in France or abroad, ● acquisitions of buildings. Exceptionally, and unless the Chairman of the Board of directors requests otherwise, the transactions referred to under (a), (b) and (c) above are not subject to the prior approval of the Board of directors when they are carried out between companies of the group. On December 17, 2025, the Board of directors delegated its authority to the Chief Executive Officer to issue sureties, endorsements and guarantees. 5.1.4.3 The executive committee The group’s executive committee is composed of the directors of each Business Unit and the directors of the main group support functions. At December 31, 2025, it is composed of: ● Nicolas MAES (Chief Executive Officer); ● Frédéric de AGOSTINI (Nuclear Packages and Services); ● Pascal AUBRET (Performance); ● David CLAVERIE (Finance); ● Hélène DERRIEN (People and Communications); ● Guillaume DUREAU (Projects and Innovation, R&D and New Activities); ● Nicolas FERRAND (Aval du Futur ); ● Laurence GAZAGNES (Safety, Health, Security, Environment; Project Industrialization); ● François LURIN (Chemistry-Enrichment); ● Jean-Christophe PATOUT* (Decommissioning and Services); ● Jacques PEYTHIEU (Customers and Strategy); ● Xavier SAINT MARTIN TILLET (Mining); ● Corinne SPILIOS (Recycling). 5.1.4.4 Executive succession plan The succession plan for Orano’s officers is in line with the provisions of French Order No. 2014-948 of August 20, 2014, pertaining to the governance of state-owned companies and transactions on their capital, in particular Article 19, which states that the Chief Executive Officer of Orano is appointed by decree of the President of the French Republic on the proposal of the Board of directors, and its Article 21, which sets out the terms and conditions for the appointment by the French State of an interim Chief Executive Officer. The compensation and nominating committee, in coordination with the Chairman of the Board of directors, the Chief Executive Officer and the group’s Human Resources Department, made sure that the Company had put in place the necessary mechanisms to allow for the immediate replacement, on an interim basis, of the Chief Executive Officer, should the latter suddenly prove incapacitated or unavailable to run the Company’s operations. With a view to replacing the Chief Executive Officer at the end of his term of office or in the event of resignation, the compensation and nominating committee has also drawn up a standard profile for the position of Chief Executive Officer of Orano, to allow an open search procedure to be undertaken for internal and external candidates. The succession plan of the Chief Executive Officer is regularly monitored by the Chairman of the Board of directors, the Chairman of the compensation and nominating committee and the Human Resources Department. Since the appointment of Nicolas MAES as Chief Executive Officer of Orano, on November 15, 2023, a new succession plan for the Chief Executive Officer has been put in place and was reviewed by the compensation and nominating committee on February 11, 2025 and reported to the Board of directors on February 18, 2025. At its meeting on February 12, 2026, the compensation and nominating committee also reviewed more broadly the succession plan for members of the executive committee and key positions within the group. At its meeting of February 11, 2025, the compensation and nominating committee reviewed the standard profile of the position of Chairman of the Board in view of the expiry of the current Chairman’s term of office in 2026. * Until January 31, 2026.
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