Orano - Annual Activity Report 2024 288 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company applicable, the Chairman of the committee concerned, and must abstain from taking part in any discussions or voting on the corresponding resolution; ● the director, or the permanent representative if the Director is a legal entity, may not participate personally in companies or activities in competition with the group without first informing the Board of Directors and receiving its approval; and ● directors who no longer consider themselves capable of fulfilling their role on the Board of Directors, or in any committee of which they are members, must resign. The Secretary of the Board, upon delegation of the Chairman of the Board, is responsible for ensuring that these provisions are properly complied with, and that the director concerned does not participate in the discussions and resolutions of the Board, which they record in the minutes. 5.1.2.7 Work of the Board in 2024 The Board of Directors has in particular, amongst other work: ● determined the strategic guidelines of the Company and of the group, after taking advice from the Strategy, Investments and Sustainability Committee; ● reviewed its financial trajectory and its strategic action plan; ● reviewed the Commitment roadmap, including on climate change; ● established its budget for 2025; ● examined the group’s commercial policies in Mining and Front End of the fuel cycle; ● considered the balance of its composition, carried out a triennial evaluation of its performance and functioning; ● deliberated on the composition of its specialized committees; ● reviewed the work of its specialized committees and their recommendations or opinions; ● reviewed the concerns, expectations and suggestions of the group’s Stakeholders’ Panel; ● updated its guide for new directors; ● renewed its annual strategic in-depth seminar to enable directors to better reflect on the group’s strategic challenges; ● proposed to the shareholders to strengthen the equity of Orano SA through a capital increase; ● monitored the implementation of the action plan in view of the entry into force of the Directive on corporate sustainability reporting known as the “CSRD”. In February 2025, the Board of Directors acknowledged that the Orano group has made a commitment since 2020 that the Chief Executive Officer of Orano SA will also be the Chairman (corporate officer) of the subsidiaries Orano Recyclage, Orano ChimieEnrichissement and Orano Démantèlement. This commitment is such as to enable the exercise of responsibilities as a nuclear operator by a person with the necessary powers in terms of strategic prioritization and resource allocation and is designed to be a long-term commitment. Number of meetings in 2024: Attendance rate 8 89.42% The Board of Directors meets as often as the interests of the Company require and at least four times per year. Directors may choose to be represented by another director at meetings of the Board of Directors. Each director may represent only one of his or her colleagues during the same meeting of the Board of Directors. The following table shows the attendance rate of directors and committee members as of December 31, 2024: Board of Directors Audit and Ethics Committee Compensation and Nominating Committee Strategy, Investments and Sustainability Committee End-of-Lifecycle Obligations Monitoring Committee Claude IMAUVEN 100% n/a n/a 100% n/a Nicolas MAES 100% n/a n/a n/a n/a Philippe BRAIDY 100% n/a 100% n/a n/a Anne-Marie DESCÔTES 38% n/a n/a 67% n/a François JACQ 75% n/a n/a 100% n/a David LECAVELIER 100% n/a 100% 100% n/a Anne-Sophie LE LAY 100% 100% n/a n/a n/a Aurore NEUSCHWANDER (1) 83% n/a n/a n/a n/a Patrick PELATA 100% n/a n/a n/a n/a Marie-Hélène SARTORIUS 100% 100% 100% n/a 100% Cécile SELLIER 75% n/a n/a n/a 100% Marie-Solange TISSIER (2) 100% 100% 100% n/a 100% Romain VALENTY - the French State 100% 100% 100% 100% 100% Cyrille VINCENT 88% 89% n/a n/a 100% n/a: not applicable. (1) Director since April 25, 2024. (2) Director until April 25, 2024.
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