Orano - Annual Activity Report 2024 306 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Additional information Payment of dividends At least 5% of the amount of the profits of each financial year (decreased by the amount of any previous losses as the case may be), is deducted to create the legal financial reserve. This deduction ceases to be mandatory when said reserve reaches a sum equal to one-tenth of the share capital. It must be resumed when this reserve falls below said threshold. The balance of the profits constitutes, along with any profit carried forward, the distributable profit of which the Ordinary General Meeting disposes freely in accordance with applicable laws, and which it may carry forward, or allocate to financial reserves, or distribute partially or entirely, upon proposal of the Board of Directors. Under the legal conditions in force, the Board of Directors may decide to pay interim dividends in cash or in shares. The annual dividends are paid at the times decided by the Board of Directors, within a period of nine months following the close of the financial year. Elements liable to have an impact in the event of a public offer Since the Company’s shares are not admitted for trading on a regulated market, they cannot be subject to a public tender offer or public exchange offer. Furthermore, the redemption of the Company’s publicly traded bonds cannot lead to a change of control of Orano. Consequently, the provisions of Article L. 22-10-11 of the French Commercial Code requiring the description of elements liable to have an impact in the event of a public offer are not applicable. Moreover, the items listed in sub-sections 1 to 10 of Article L. 22-10-11 of the French Commercial Code have already been described and included in the Annual Activity Report or are not applicable to the Company. 5.4.3 Participation of shareholders in General Meetings In accordance with Chapter V of the Company’s Articles of Association, General Meetings are convened and vote in accordance with the conditions provided by law. When duly constituted, the General Meeting represents all the shareholders. Resolutions of the General Meeting, adopted in compliance with the law and the Articles of Association bind all shareholders, even if absent, dissenting, or incapable. Any shareholder may attend General Meetings, in person or by proxy, as provided by law, upon providing evidence of identity and of registration of the shares under his/her/its name in the share registry held by the Company. In the event of the subdivision of share ownership, only the holder of the voting right may attend or be represented at the General Meeting. Co-owners of joint shares are represented at the General Meeting by one of them or by a single representative, in case of disagreement appointed by order of the President of the Commercial Court acting in summary proceedings on the request of the most diligent coowner. Any shareholder may be represented by another shareholder, by his/her spouse or by the partner with whom he/she has entered into a civil union (pacte civil de solidarité). The General Meeting is chaired by the Chairman of the Board of Directors. In the latter’s absence, the General Meeting elects its own Chairman. In the event the General Meeting is convened by the Statutory Auditor(s), a court-appointed representative, or the liquidators, it is chaired by the person or one of the persons who convened it. The two attending members of the General Meeting who accept to serve and have the highest number of votes act as supervisors. The bureau so constituted appoints a Secretary who does not need to be a member of the General Meeting. An attendance sheet, drawn up in accordance with regulatory requirements, is signed by the attending shareholders or their proxies and is certified true by the members of the bureau. The bureau monitors the General Meeting, but its decisions may be subject to the overriding vote of the General Meeting, upon request of any member of the General Meeting. Resolutions of General Meetings are recorded in minutes signed by the members of the bureau and kept in a special registry at the registered office, numbered and initialed as provided by regulations in force. 5.4.4 Related-party agreements and commitments 5.4.4.1 Review of related-party agreements and commitments Procedure for examining agreements falling within the scope of Article L. 225-38 et seq. of the French Commercial Code The Board of Directors shall examine and authorize in advance any new agreement referred to in Article L. 225-38 of the French Commercial Code. In addition to this prior review, the Board of Directors reviews on an annual basis the agreements and regulated commitments authorized during previous financial years and whose execution continued during the last financial year. This annual review enables verification that the benefits of these agreements entered into during previous financial years continue for the Company. In accordance with the law and the internal rules of procedure of the Board of Directors, the directors directly or indirectly interested in these agreements shall abstain from participating in the deliberations and voting thereon.
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