Orano - Annual Activity Report 2024 307 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Additional information Review of related-party agreements and commitments authorized during the financial year ended December 31, 2024 Service agreement between the Company and AREVA SA authorized at the Board of Directors meeting of October 24, 2024 A service agreement under which New Areva Holding (which has since become Orano SA) provides restrictively described services for AREVA SA was established after AREVA SA lost control of New Areva Holding, now Orano SA. This agreement was authorized by the Board of Directors’ meeting of July 26, 2017 and signed on July 27, 2017 (hereinafter the “Agreement”). It was then modified by an amendment dated April 25, 2019, this amendment (“Amendment No. 1”) having been authorized by the Board of Directors of Orano SA on the same day; it was subsequently modified by an amendment dated June 8, 2021, this amendment having been authorized by the Board of Directors of Orano SA on February 25, 2021 (hereinafter “Amendment No. 2”). Another amendment (“Amendment No. 3”) was authorized at the Board of Directors’ meeting of April 28, 2022 and signed on July 18, 2022 by the legal representatives of the parties to the said agreement with retroactive effect from January 1, 2022. Amendment No. 3 modified the appendix listing the IT activities now performed by Orano, namely the management of IT applications and projects as well as the financial conditions relating to the provision of IT services. Under the terms of this agreement, the Company provides services in the areas of financial services, human resources, work environment, information systems, purchasing support and communication. The term of the Agreement is three years, tacitly renewable. Another amendment (“Amendment No. 4”) was authorized at the Board of Directors’ meeting of October 24, 2024 and signed on December 18, 2024 by the legal representatives of the parties to the said agreement with retroactive effect from January 1, 2024. Amendment No. 4 amended the appendix listing the HR services provided by the Company for the benefit of AREVA SA in order to add certain insurance coverage management services. Review of related-party agreements and commitments authorized during previous financial years and whose implementation continued during the last financial year pursuant to Article L. 225-40-1 of the French Commercial Code Related-party agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code reviewed by the Board of Directors and authorized in previous years and whose implementation continued during the last financial year, are described below: Memorandum of Investment between the Company, AREVA SA, the French State, Mitsubishi Heavy Industries Ltd (MHI), and Japan Nuclear Fuel Limited (JNFL) The Board of Directors’ meeting of January 26, 2017 authorized the signing of a memorandum of investment understanding between AREVA SA, the French State, Japan Nuclear Fuel Limited (JNFL), Mitsubishi Heavy Industries Ltd (MHI) and the Company relating to the entry of JNFL and MHI into the share capital of the Company, each representing 5% of the share capital and voting rights (the “Memorandum of Investment”). This Memorandum of Investment was signed on March 13, 2017 and has been amended twice, on July 26, 2017, and February 21, 2018. The main purpose of the two amendments was to supplement the draft Articles of Association and rules of procedure of the Company appended to the Memorandum of Investment and to officially acknowledge that several conditions precedent necessary for the entry of MHI and JNFL into the share capital (and notably the transfer of New NP/Framatome to EDF) had been satisfied. Shareholders’ Agreement between the Company, AREVA SA, the French State, CEA, MHI and JNFL on February 21, 2018 The Board of Directors’ meeting of February 21, 2018 authorized the signing of a Shareholders’ Agreement (the “Shareholders’ Agreement”) between the Company, AREVA SA, the French State, the CEA, MHI and JNFL, amending and replacing the Shareholders’ Agreement initially concluded between the parties on March 13, 2017. This Shareholders’ Agreement was signed on February 21, 2018. On March 27, 2018, the two trusts, Natixis and Caisse des Dépôts et Consignations, joined the agreement. A French and English version of this agreement was signed on July 13, 2018, grouping all parties together in a single deed and reiterating the terms of the Shareholders’ Agreement of February 21, 2018 (Amended and Restated Shareholders’ Agreement). The trusts set up with Caisse des Dépôts et Consignations and Natixis ended on July 12, 2021 and July 12, 2022, and AREVA SA ceased to be a shareholder of the Company on July 13, 2022. Compensation of Independent Director members of the Advisory Committee The Board of Directors’ meeting of July 27, 2017 took note of the establishment of an “Advisory Committee” in accordance with the provisions of the Shareholders’ Agreement entered into on February 21, 2018 between AREVA SA, the French State, the French alternative energies and atomic energy commission (CEA), Mitsubishi Heavy Industries Ltd (MHI), Japan Nuclear Fuel Ltd (JNFL) and the Company (See Section 5.1.3). On the same day, the Board of Directors, upon a recommendation from AREVA SA’s Compensation and Nominating Committee, authorized the assignment of compensation to those independent directors agreeing to sit on the Advisory Committee of 1,500 euros per meeting attended.
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