Orano - Annual Activity Report 2024 287 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company 5.1.2.3 Conduct of Board of Directors’ meetings The meetings of the Board of Directors are chaired by the Chairman, who leads the discussions, or, in his absence, by a member of the Board of Directors designated at the beginning of the meeting by a simple majority of the members present. Directors who participate in a meeting of the Board of Directors via a telecommunication means that allow their identity to be known and assure their effective participation, will be deemed present for the calculation of quorum and majority. In accordance with the Board’s rules of procedure, the Secretary of the Board of Directors signs the register in place of these directors. Telecommunication means may only be used to the extent provided for by law. Furthermore, the use of telecommunication means may be excluded, potentially for a part of the meeting, by the Chairman of the Board of Directors if one or more topics on the order of business are sensitive in nature. The group’s employees may also be invited based on their contribution to the items on the meeting’s agenda. The presence of external third parties must be authorized by the Chairman of the Board of Directors. The Government Commissioner and the representative of the General Economic and Financial Oversight Department also attend the Board of Directors in an advisory capacity. 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). 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. 5.1.2.4 Information and training of directors The Chairman of the Board ensures that the members of the Board of Directors have the information they need to perform their duties in a clear and appropriate manner. Directors shall receive, at least five calendar days prior to the meeting, the agenda of the meeting of the Board of Directors and any information to be discussed, except in cases of emergency or exceptional circumstance. They benefit from ongoing information between Board meetings and may, if they wish, meet with the Company’s main executives after having previously informed the Chairman of the Board of Directors and the Chief Executive Officer. The members of the Board of Directors have access to a secure digital platform enabling information to be made available quickly and efficiently. Each director may receive training, if he or she deems it necessary, in the role of director and training on the specificities of the company, its business lines and sectors of activity, as well as its challenges in terms of social and environmental responsibility, in particular climate issues. Directors representing employees may also benefit from training adapted to the performance of their duties. Thus, in January 2023, the Board of Directors benefited from a session on the management of earmarked assets. After the 2022 climate-specific training session, a CSR training session was also provided in January 2024 on the CSRD directive and the duty of vigilance. In January 2025, the directors benefited from a training course dedicated to climate change adaptation and nature conservation. Furthermore, the induction process for new directors comprises: ● an induction guide for new directors; ● a documentary database so that the directors have at all times the documentation they need to understand the group’s business, its governance and administrative matters relating to their role within Orano; ● meetings with the Chairman of the Board of Directors, the Secretary of the Board and the main executive officers of the group; and ● site visits. Lastly, each year, a strategic in-depth seminar enables the Board of Directors to deepen its understanding of some of the Orano group’s strategic topics and discuss them with the members of the Executive Committee. 5.1.2.5 Ethics of directors The director shall perform his or her duties with independence, integrity, uprightness and professionalism. The rules of procedure of the Board of Directors of the Company set out directors’ duties, which include, without limitation: ● compliance with applicable legislation, the Articles of Association and the Company’s corporate interest; ● professionalism and duty of expression; ● the strictest confidentiality of the work of the Board of Directors and of its committees; ● compliance with rules relating to holding multiple offices; ● prevention of conflicts of interest; and ● compliance with obligations related to the holding of financial instruments issued by the Company and the holding of inside information. The Company refers to and adheres to the principles set out in the Orano Code of Ethics and business conduct and the Orano Stock Market Code of Conduct. 5.1.2.6 Rules applicable to conflicts of interest The rules applicable to the members of the Board of Directors with regard to preventing conflicts of interest are set out under Article 4.6 of the rules of procedure of the Board of Directors, which notably states that: ● the director shall at all times preserve their independence of judgment, decision-making and action; ● the director will strive to avoid any conflict that may exist between his or her moral and material interests and those of the Company; ● the director will inform the Board of any conflict of interest in which he or she may be directly or indirectly involved; ● in the event that a situation or risk of conflict of interest should arise, the Director concerned must, upon receipt of the agenda, inform the Chairman of the Board of Directors and, where
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