Orano - Annual Activity Report 2024 270 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company 5.1 Administration and management of the Company 5.1.1 Composition of the Board of Directors The Company operates under a “monistic” or single-tier organization, with a Board of Directors. In accordance with Article 14 of the Articles of Association: ● the Company is run by a Board of Directors composed of at least three and at most 18 members including, where applicable, one representative of the French State and several directors appointed by the General Meeting upon a proposal by the French State, as provided under Order and Decree No. 2014-949 of August 20, 2014, subject to statutory dispensations; and ● the Board of Directors also includes two directors representing employees, appointed by the two labor unions with the highest number of votes in the first round of the elections preceding the date of appointment of the members of the Social and Economic Committee or Works Committee or the sole Employee Delegation for the Company and its (direct and indirect) subsidiaries with their registered offices in France. These are not taken into account when determining the minimum and maximum number of directors. As of February 18, 2025, the Board of Directors was composed of 13 members: ● ten members appointed by the General Meeting (including five individual directors appointed on the proposal of the French State); ● two members representing employees, appointed by the labor unions; and ● one representative of the French State. Pursuant to Decree No. 83-1116 of December 21, 1983, as amended, and Decree No. 55-733 of May 26, 1955, the following persons may also attend meetings of the Board of Directors in an advisory capacity: the Government Commissioner, represented by the Director General of the French Directorate General for Energy and Climate (DGEC), and the representative of the Economic and Financial Controller General’s mission to the French Atomic Energy and Alternative Energies Commission, EDF, and other entities in the energy sector (Atomic Energy control mission). They may also attend meetings of Board Committees (see Section 5.1.1.3 below). Pursuant to Article 14 of the Articles of Association, the Board of Directors may also be assisted by one or more non-voting board members who may attend meetings in an advisory capacity (see Section 5.1.1.3 below). The Statutory Auditors are invited to attend meetings of the Board of Directors held to review the annual and half-year financial statements, and any other meetings at which their presence is deemed appropriate.
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