Orano - Annual Activity Report 2024 269 CHAPTER CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 5.1 Administration and management of the Company 270 5.1.1 Composition of the Board of Directors 270 5.1.2 Functioning of the Board of Directors 285 5.1.3 Other Committee 293 5.1.4 Executive Management 293 5.2 Compensation of corporate officers 295 5.2.1 Compensation policy for the Company’s corporate officers 295 5.2.2 Compensation for the 2024 financial year 298 5.3 Corporate Governance Reference Code 304 5.4 Additional information 305 5.4.1 General information about the Company 305 5.4.2 Articles of incorporation and Articles of Association of the Company 305 5.4.3 Participation of shareholders in General Meetings 306 5.4.4 Related-party agreements and commitments 306 5.4.5 Main features of the Company’s internal control and risk management systems as part of the financial reporting process 308 5.5 Share capital and shareholding 309 5.5.1 Share capital 309 5.5.2 Distribution of the Company’s capital and voting rights 309 5.5.3 Securities not representing capital 310 5.5.4 Transactions referred to in Article L. 621-18-2 of the French Monetary and Financial Code during the financial year 310 This section of the Annual Activity Report includes the report of the Board of Directors on corporate governance prepared in accordance with the final paragraph of Article L. 225-37 of the French Commercial Code. In particular, it reports on the composition of the Board of Directors of Orano SA (the Company) and the conditions for the preparation and organization of its work. The Board of Directors report on the Company’s corporate governance is prepared with the support of the Legal, Finance and People and Communications Departments and then reviewed by the Compensation and Nominating Committee before being presented to the Board of Directors. It was approved by the Board of Directors at its meeting of February 18, 2025. This report was also submitted to the Statutory Auditors as part of their legal duties. Note that, as an issuer of debt instruments admitted for trading on a regulated market, the Board of Directors decided on July 27, 2017 to refer voluntarily to the Afep-Medef Code of Corporate Governance. In accordance with the “apply or explain” principle set out in Article L. 22-10-10, 4° of the French Commercial Code, the Company will explain hereunder the reasons for which it currently derogates from certain recommendations of the Afep-Medef Code.
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