Orano - Annual Activity Report 2025 295 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION 5 Compensation of corporate officers 5.2 Compensation of corporate officers To the extent that the Company’s shares are not admitted to trading on a regulated market, the Company is not subject to the obligations provided for in Articles L. 22-10-8 et seq. of the French Commercial Code which provide, in particular, that the following are subject to the approval of the General Meeting: (i) the compensation policy for corporate officers established by the Board of directors each year and at the time of each significant change, and (ii) the components of compensation paid to the Chairman of the Board and the Chief Executive Officer or awarded during the financial year ended. For reasons of transparency and good governance, Orano has decided to voluntarily follow this ex ante and ex post approval procedure. Thus, the General Meeting of Orano of April 30, 2025 approved the 2025 compensation policy for corporate officers (Chairman of the Board, Chief Executive Officer and directors) as well as the components paid to the Chairman of the Board and the Chief Executive Officer or awarded during the 2024 financial year. The resolutions concerning these votes were adopted unanimously. All these components will also be submitted for approval to the General Meeting scheduled to be held on April 30, 2026. This Section 5.2 includes the compensation policy for the Company’s corporate officers (5.2.1) and its application for the 2025 financial year (5.2.2 Compensation of corporate officers for the 2025 financial year). 5.2.1 Compensation policy for the Company’s corporate officers 5.2.1.1 General principles of the compensation policy for corporate officers Framework The compensation policy for the Company’s corporate officers applicable for the 2025 financial year and presented in this Section was approved by the Company’s General Meeting of Shareholders on April 30, 2025, following a proposal by the Board of directors on December 17, 2024. On December 17, 2025, after consulting the compensation and nominating committee, the Board of directors decided to propose to the Company’s Annual General Meeting of Shareholders on April 30, 2026 that the compensation policy for directors, which has not been updated since 2017, be revised in order to ensure a good balance between attractiveness, independence and alignment with market practices. Subject to approval by the General Meeting, this revised policy would apply to all directors as of January 1, 2026 and would have the effect of increasing all the criteria for the directors’ variable compensation by 800 euros and lowering the annual fixed portion to 5,000 euros, with no change to the overall budget. This policy is established in accordance with Article 3 of French Decree No. 53-707 of August 9, 1953, pertaining to French State control over national public companies and certain organizations with an economic or social purpose, as amended by French Decree No. 2012-915 of July 26, 2012, subjecting to ministerial authorization the amount of compensation paid out to corporate officers and capping executive compensation at 450,000 euros gross (the “Cap”) (1). The group’s compensation policy and the manner in which it is implemented by the Board is reviewed each year by the compensation and nominating committee, which verifies that such policy complies with, and remains, in the corporate interest of the Company and its employees, contributes to its sustainability, to its business strategy and to the long-term performance of the Company. If necessary, the compensation and nominating committee may submit recommendations to the Board, for approval, where appropriate, by the General Meeting. No component of compensation of any nature whatsoever may be determined, allocated, or paid by the Company if it does not comply with this policy. However, in exceptional circumstances, the Board of directors may depart from applying this compensation policy on a temporary basis, provided such derogation is in the Company’s interest, and necessary for guaranteeing the continuity or viability of the Company. In addition, the performance of ad hoc assignments by a corporate officer may result in the payment of special compensation, which shall then be subject to the legal regime applicable to related-party agreements. Pursuant to the Company’s current governance structure, corporate officers of the Company include all members of the Company’s Board of directors. The officers include: ● the Chairman of the Board of directors (non-executive officer); and ● the Chief Executive Officer (executive officer). Payment of compensation applicable to corporate officers Corporate officers may notify the Company of their wish to forgo the compensation that may be allocated to them as a member of the Company’s Board of directors. Furthermore, the compensation paid to the representative of the French State and/or to members of the Board nominated pursuant to a proposal by the French State and having the status of public officials shall be paid directly to the French State, as provided under Articles 5 and 6 of French Order No. 2014-948 of August 20, 2014. (1) This covers the compensation or indemnities allocated to directors and the components of compensation for officers. Benefits of any kind related to the activity as well as the components of compensation, indemnities or benefits due or likely to be due to the officers concerned as a result of their termination of employment or change of duties or subsequent to these, are not taken into account within the framework of this Cap but remain subject to ministerial authorization.
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