Orano - Annual Activity Report 2025 82 3 RISK CONTROL AND VIGILANCE PLAN Risk factors Mongolia, for example). Orano applies a zero tolerance principle to all forms of fraud, in particular to corruption and influence peddling. Allegations of corruption or influence peddling can have an adverse impact on the group, its managers and employees, as well as on its activities. In accordance with the regulatory framework including in particular French law No. 2016-1691 of December 9, 2016, on transparency, the fight against corruption and the modernization of economic life, known as the “Sapin II” law in France, the US Foreign Corrupt Practices Act and the UK Bribery Act, the group, its directors and its employees could also be exposed to investigations and administrative and/or court proceedings that could lead to fines or criminal convictions. In the event of infringements or breaches, certain measures may be imposed by the supervisory authorities to strengthen the program to prevent corruption and influence peddling under the control of a third party or an authority. All of these criminal, civil and administrative sanctions can damage the group’s financial and legal position and its reputation. Risk management measures In order to prevent the occurrence of these risks, Orano deploys a comprehensive and regularly updated anti-corruption compliance program within the group, in compliance with the Sapin II law in particular, as well as international standards. With the support of Executive Management and the executive committee, the Compliance Division of the Risk, Compliance and Internal Audit Department defines the program to prevent corruption and influence peddling and oversees its implementation by relying in particular on its network of compliance correspondents, as part of an approach of continuous improvement to the system. This program promotes a culture of business ethics and transparency through a strong prevention approach, developed from the corruption and influence-peddling risk mapping (see methodology in Section 3.2.1). The organization, resources and methods related to the deployment of this program are detailed in Section 4.4.1 in Chapter 4. 3.3.5.2 Legal risks involving the group Niger (1) Following the coup d’État of July 26, 2023, the authorities in power in Niger implemented a number of measures in violation of the mining rights granted, the agreements signed between shareholders and/or the law in force in Niger, in a claimed sovereignty context of taking back control of the country’s mining activities. For example, they have: ● hindered the export of its production by Somaïr; ● withdrawn the operating permit held by Imouraren SA, despite the resumption of activities at the Imouraren site in accordance with their requests; ● taken control of the Somaïr and Cominak subsidiaries through repeated interference in the governance of these companies; ● under the guise of nationalizing Somaïr, expropriated Orano outside of any legal proceedings and without any compensation; ● violated the provisions of the Global Partnership Agreement concluded in May 2023 between the State of Niger and Orano. These numerous obvious, non-exhaustive violations are causing severe damage to the Orano group which, as a last resort following several unsuccessful attempts at amicable resolution without response, has initiated the filing of five proceedings before the competent international courts in order to obtain compensation for its damage. Orano also reserves the right to initiate any action, including against third parties, in the event of preemption of the material in violation of its removal rights. Uramin In June 2018, Orano SA and Orano Mining became civil parties in the “acquisition” Section of the judicial investigation opened in the Uramin case, following a “notice to victim” received by AREVA SA in 2015 from the investigating judge in charge of the case. The Orano group intends to defend its interests through Orano SA and Orano Mining. The judicial investigation is still in progress, and no date concerning a possible judgment has been set to date. Investigations The Company has been aware, since November 28, 2017, of a preliminary investigation opened by the French National Financial Prosecutor’s office at the end of July 2015 concerning a uranium trading operation carried out in 2011. It also learned, on November 23, 2020, of the opening of a judicial investigation in the same case and became a civil party in December 2022. Orano is working with the legal authorities in connection with these court proceedings, which are ongoing. If it were found in either of these cases that there had been misappropriation or any other act that could have harmed the group or one of its subsidiaries, Orano would take the necessary legal action to defend its interests. Appeals against certain administrative decisions concerning the activities of the Orano group The activities of the Orano group require the receipt of various authorizations or administrative decisions (such as prefectural orders, building permits, etc.). These decisions are sometimes challenged, in France and on the part of NGOs, which in certain cases can have an impact on the timetable for carrying out the relevant activities. Release of the Arlit hostages On October 6, 2016, the manager of a protection services company sued AREVA SA and Orano Cycle SA before the Nanterre Tribunal de grande instance to obtain payment of a success fee that he claims to be due for services purportedly rendered to the AREVA group in Niger between September 2010 and October 2013. AREVA SA and Orano Cycle SA believe that these allegations are unfounded. Concurrently with the procedure, the (1) The group recognized the loss of operational control over its subsidiaries in Niger in December 2024. For more information on the situation in Niger, see Section 2.1.2.1.
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