MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") EITHER and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, on insurance distribution, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

- 1 -

WS0101.21436313.3WS0101.21476090.3WS0101.21640017.1

Final Terms dated 13 April 2023

ORANGE

Legal Entity Identifier (LEI) : 969500MCOONR8990S771

Euro 35,000,000,000

Euro Medium Term Note Programme

SERIES NO: 172

TRANCHE NO: 1

€1,000,000,000 Undated 7 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes

BBVA

BNP PARIBAS

CITIGROUP

HSBC

MIZUHO

MUFG

NATIXIS

SANTANDER CORPORATE & INVESTMENT BANKING

PART A

CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 8 June 2022 which received approval n°22-199 from the Autorité des marchés financiers ("AMF") in France on 8 June 2022, the first supplement to the Base Prospectus dated 30 August 2022 which received approval n°22-362 from the AMF on 30 August 2022, the second supplement to the Base Prospectus dated 7 November 2022 which received approval n°22-431 from the AMF on 7 November 2022, the third supplement to the Base Prospectus dated 22 February 2023 which received approval n°23-045 from the AMF on 22 February 2023 and a fourth supplement dated 4 April 2023 which received approval number no. 23-094 from the AMF on 4 April 2023 which together constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplements to the Base Prospectus are available for viewing on the websites of (a) the AMF (www.amf-france.org) and (b) Orange (the "Issuer") (www.orange.com) and copies may be obtained at the registered office of Orange.

1.

Issuer:

Orange

2.

(i)

Series Number:

172

(ii)

Tranche Number:

1

- 2 -

WS0101.21436313.3WS0101.21476090.3WS0101.21640017.1

3.

Specified Currency or Currencies:

Euro ("€")

4.Aggregate Nominal Amount:

(i)

Series:

€1,000,000,000

(ii)

Tranche:

€1,000,000,000

5.

Issue Price:

99.290 per cent. of the Aggregate Nominal

Amount

6.

Specified Denomination(s):

€100,000

7.

(i)

Issue Date:

18 April 2023

(ii)

Interest Commencement Date:

Issue Date

8.

Maturity Date:

Undated

9.

Interest Basis:

Resettable Notes

(further particulars specified below)

10.

Deferral of Interest - Optional Interest Payment:

Applicable

11.

Redemption/Payment Basis:

Redemption at par, at the Make-Whole

Redemption Amount or at the relevant Early

Redemption Price

12.

Change of Interest Basis:

Not Applicable

13.

Call Options:

Optional Redemption

Make Whole Redemption

Clean-up Call Option

Redemption following an Accounting Event

Redemption following an Equity Credit Rating

Event

Redemption following a Gross-Up Event

Redemption following a Withholding Tax Event

Redemption following a Tax Deduction Event

(further particulars specified below)

14.

(i)

Status of the Notes:

Deeply

Subordinated

Notes

(perpetual

resettable notes)

  1. Dates of corporate authorisations for issuance of the Notes:

Decision of the Board of Directors of Orange dated 24 October 2022 and decision of the Directrice Générale dated 6 April 2023

- 3 -

WS0101.21436313.3WS0101.21476090.3WS0101.21640017.1

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.

Fixed Rate Note Provisions

Not Applicable

16.

Resettable Note Provisions

Applicable

(i)

Initial Rate of Interest:

5.375 per cent. per annum until (but excluding)

the First Resettable Note Reset Date payable

annually in arrear

(ii)

Broken Amount:

Not Applicable

(iii)

Margins:

Initial margin of 2.659 per cent from (and

including) the First Resettable Note Reset Date

to (but excluding) the Second Resettable Note

Reset Date (the "First Step-UpDate").

Additional margin of 0.25 per cent from (and

including) the Second Resettable Note Reset

Date to (but excluding) 18 April 2050 (the

"Second Step-Up Date").

Additional margin of 0.75 per cent from (and

including) the Second Step-Up Date.

(iv)

Interest Payment Date(s):

18 April in each year commencing on 18 April

2024 and ending on the effective redemption

date of the Notes.

  1. First Resettable Note Reset Date: 18 April 2030
  2. Second Resettable Note Reset

Date:

18 April 2035

(vii)

Day Count Fraction:

Actual/Actual - ICMA

(viii)

Reset Determination Date(s):

As per the Conditions with respect to the First

Resettable Note Reset Date, the Second

Resettable Note Reset Date and any Subsequent

Resettable Note Reset Dates.

(ix)

Business Day Convention:

Following Business Day Convention

(x)

Business Centre(s):

Not Applicable

(xi)

Relevant Screen Page:

Reuters screen ICESWAP2/EURSFIXA

(xii)

Subsequent Resettable Note Reset

Every five (5) years from the Second Resettable

Dates:

Note Reset Date

(xiii)

Mid-Swap Rate:

Single Mid-Swap Rate

(xiv)

Original Mid-Swap Rate:

For each relevant Reset Period, the

corresponding Mid-Swap Rate or, as the case

may be, the Mid-Market Swap Rate

(xv)

Mid-Swap Maturity:

5 years

- 4 -

WS0101.21436313.3WS0101.21476090.3WS0101.21640017.1

(xvi)

Mid-Swap

Floating

Leg

6 month EURIBOR or any other reference rate

Benchmark Rate:

that might replace it

(xvii)

Minimum Rate of Interest:

Not Applicable

(xviii)

Maximum Rate of Interest:

Not Applicable

(xix)

Party responsible

for calculating

Not Applicable

the Rate(s) of Interest and Interest

Amount(s) (if not the Calculation

Agent):

17.

Floating Rate Note Provisions

Not Applicable

18.

Fixed/Floating Rate Notes Provisions

Not Applicable

19.

Optional Redemption (Condition 7.2.1)

Applicable

(i)

Optional Redemption Date(s):

Any date from, and including, the Residual

Redemption Date to, and including, the First

Resettable Note Reset Date, and any Interest

Payment Date thereafter

(ii)

Residual Redemption Period:

Applicable

(iii)

Residual Redemption Date:

18 January 2030 (being the date falling 3 months

prior to the First Resettable Note Reset Date)

(iv)

Optional Redemption Amount(s)

€100,000 per Note of €100,000 Specified

of each Note:

Denomination

(v)

Description of any other Issuer's

Not Applicable

option:

(vi)

Notice period (if other than as set

As per Conditions

out in the Conditions):

20.

Make-Whole Redemption (Condition 7.2.2)

Applicable

(i)

Notice period:

As per Conditions

(ii)

Parties to be notified (if other than

Not Applicable

set out in Condition 7.2.2):

(iii)

Make-Whole

Redemption

0.45 per cent. per annum if the Make-whole

Margin(s):

Redemption Date occurs prior to the First Step-

Up Date.

0.50 per cent. per annum if the Make-whole

Redemption Date occurs after the First Step-Up

Date but prior to the Second Step-Up Date.

0.60 per cent. per annum if the Make-whole

Redemption Date occurs after the Second Step-

Up Date.

(iv)

Reference Screen Rate:

Bloomberg HP page for the Reference Security

(using the settings "Mid YTM" and "Daily")

- 5 -

WS0101.21436313.3WS0101.21476090.3WS0101.21640017.1

Pour lire la suite de ce noodl, vous pouvez consulter la version originale ici.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Orange SA published this content on 26 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 17:21:19 UTC.