Orano - Annual Activity Report 2024 304 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Corporate Governance Reference Code 5.3 Corporate Governance Reference Code Following a decision of the Board of Directors on July 27, 2017, the Company voluntarily refers to the “Code of Corporate Governance for Publicly Traded Companies” developed jointly by Afep and Medef in December 2008 and last revised in December 2022 (Afep-Medef Code). Pursuant to the “apply or explain” principle laid down in Article L. 22-10-10, 4° of the French Commercial Code, the Company explains below the reasons why it has deviated from the following recommendations of the Afep-Medef Code. Relevant Afep-Medef recommendation Exception Explanation or corrective action taken The Afep-Medef Code recommends that the Committee in charge of compensation and nominations consist of a majority of independent directors and be chaired by an independent director (Articles 17, 18 and 19 of the Code). The Compensation and Nominating Committee is composed of a majority of directors nominated by the French State and includes one salaried director. It is not chaired by an independent director. These recommendations are not suited to the Company, considering the structure of its share ownership and the resulting composition of the Board of Directors. The Afep-Medef Code recommends that the members of the Board of Directors hold a “relatively significant number” of shares and that the executive corporate officers hold a “minimum number of shares” (Articles 21 and 24 of the Code). The Company’s Articles of Association and the rules of procedure of the Board of Directors do not require Board members to hold a relatively significant number of shares. In addition, the Board of Directors has not set the number of shares that must be held by the executive corporate officers until the end of their term of office. These recommendations are not suited to the Company, considering the structure of its share ownership and the resulting composition of the Board of Directors. Moreover, because the Company’s shares are not listed, the need for alignment of interests in terms of share performance (which is the reason for this recommendation) does not apply. Likewise, since no stock options or free shares are allocated to the executive corporate officers, the recommendation to retain some of the shares thus obtained is not relevant.
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