Orano - Annual Activity Report 2024 295 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Compensation of corporate officers 5.2 Compensation of corporate officers To the extent that the Company’s shares are not admitted to trading on a regulated market, the Company is not subject to the obligations provided for in Articles L. 22-10-8 et seq. of the French Commercial Code which provide, in particular, that the following are subject to the approval of the General Meeting: (i) the compensation policy for corporate officers established by the Board of Directors each year and at the time of each significant change, and (ii) the compensation paid to the Chairman of the Board and the Chief Executive Officer or awarded during the financial year ended. For reasons of transparency and good governance, Orano has decided to voluntarily follow this ex ante and ex post approval procedure. Thus, the General Meeting of Orano of April 25, 2024 approved the compensation policy for corporate officers (Chairman of the Board, Chief Executive Officer and directors) as well as the elements paid to the Chairman of the Board and the Chief Executive Officer or awarded during the 2023 financial year. The resolutions concerning these votes were adopted unanimously. All these elements will also be submitted for approval to the General Meeting scheduled to be held on April 30, 2025. This Section 5.2 includes the compensation policy for the Company’s corporate officers (5.2.1) and its application for the 2024 financial year (5.2.2 Compensation of corporate officers for the 2024 financial year). 5.2.1 Compensation policy for the Company’s corporate officers 5.2.1.1 General principles of the compensation policy for corporate officers Framework On November 14, 2023, the Board of Directors of the Company, after consulting the Compensation and Nominating Committee, decided to revise the corporate officer compensation policy in order to allow, in addition to the payment of a severance payment to the Chief Executive Officer, the possibility of a non-competition payment. The compensation policy for the Company’s corporate officers was approved by the General Meeting on April 25, 2024. This policy is established in accordance with Article 3 of French Decree No. 53-707 of August 9, 1953, pertaining to French State control over national public companies and certain organizations with an economic or social purpose, as amended by French Decree No. 2012-915 of July 26, 2012, subjecting to ministerial authorization the amount of compensation paid out to corporate officers and capping executive compensation at 450,000 euros gross (the “Cap”) (1). The group’s compensation policy and the manner in which it is implemented by the Board is reviewed each year by the Compensation and Nominating Committee, which verifies that such policy complies with, and remains, in the corporate interest of the Company and its employees and contributes to the sustainability, the business strategy and to the long-term performance of the Company. If necessary, the Compensation and Nominating Committee may submit recommendations to the Board, for approval, where appropriate, by the General Meeting. No element of compensation of any nature whatsoever may be determined, allocated, or paid by the Company if it does not comply with this policy. However, in exceptional circumstances, the Board of Directors may depart from to this policy on a temporary basis, provided such derogation is in the Company’s interest, and necessary for guaranteeing the continuity or viability of the Company. In addition, the performance of ad hoc assignments by a corporate officer may result in the payment of special compensation, which shall then be subject to the legal regime applicable to related-party agreements. Pursuant to the Company’s current governance structure, corporate officers of the Company include all members of the Company’s Board of Directors. The corporate officers include: ● the Chairman of the Board of Directors (non-executive corporate officer); and ● the Chief Executive Officer (executive corporate officer). Payment of compensation applicable to corporate officers Corporate officers may notify the Company of their wish to forgo the compensation that may be allocated to them as a member of the Company’s Board of Directors. Furthermore, the compensation paid to the representative of the French State and/or to members of the Board nominated pursuant to a proposal by the French State and having the status of public officials shall be paid directly to the French State, as provided under Articles 5 and 6 of Order No. 2014-948 of August 20, 2014. Similarly, directors representing employees may request that the compensation allocated to them be paid to their respective labor unions. Lastly, the amount of the effective compensation of the executive corporate officers arising from the implementation of this compensation policy will be submitted to shareholders for prior approval at the meeting approving the financial statements for the past financial year. (1) This covers the compensation or indemnities allocated to directors and the components of compensation for officers. Benefits of any kind related to the activity as well as the components of compensation, indemnities or benefits due or likely to be due to the officers concerned as a result of their termination of employment or change of duties or subsequent to these, are not taken into account within the framework of this Cap but remain subject to ministerial authorization.
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