Orange S.A. (ENXTPA:ORA) plans to launch a conditional voluntary public takeover bid to acquire 47.1% stake in Orange Belgium S.A. (ENXTBR:OBEL) from Schroder Investment Management Limited, Boussard & Gavaudan Asset Management, LP, Polygon European Equity Opportunity Master Fund a fund managed by Polygon Global Partners LLP and others for approximately €620 million on December 2, 2020. Orange S.A. will acquire the shares it does not own in Orange Belgium S.A. If the conditions are met, Orange SA will consider a possible delisting of the shares of Orange Belgium that are admitted to trading on the regulated market of Euronext Brussels. The offer would be a cash offer, without any minimum acceptance threshold, made at a price of €22 per share. Orange S.A. currently owns 52.91% stake in Orange Belgium S.A. through its wholly owned subsidiary Atlas Services Belgium, S.A. and will acquire the remaining 28.3 million shares representing stake of 47.1% in the offer. If the Orange Group owns, following the offer, at least 95% of the securities with voting rights and has acquired, by acceptance of the offer, securities representing at least 90% of the share capital with voting rights that is the subject of the offer, the offer will be followed by a simplified squeeze out at the same conditions. On December 2, 2020, Board of Directors of Orange Belgium has taken note of the takeover bid. As of March 31, 2021, this price, which was approved by the Belgian Financial Markets Authority (FSMA). As on April 8, 2021, Orange launched its public takeover bid for the shares of Orange Belgium at a price of €22 per share. As of April 12, 2021, Polygon does not currently intend to accept the offer and believes that other shareholders will similarly resist tendering their shares unless and until a fair offer is made. The offer is opened till April 23, 2021. On April 27, 2021, Orange SA published the results of its voluntary offer on Orange Belgium. 12,997,651 Orange Belgium shares were tendered to the Offer, representing 21.66% of the share capital of Orange Belgium and 46.1% of the total number of shares targeted by the Offer. Orange SA now holds 74.68% of Orange Belgium's share capital. Orange SA has decided to exercise its right to re-open the offer at a price of €22 per share from April 28 to May 4 inclusive. Polygon Global Partners LLP the investment manager for the Polygon European Equity Opportunity Master Fund and certain client accounts which collectively are the holders of 5.29% of Orange Belgium's total share capital. Polygon has indeed not tendered its shares into the voluntary offer and does not intend to tender its shares into the re-opened offer. Consequently, Orange SA will not in any event reach the required threshold of 95% of the voting shares to launch a squeeze-out bid. It will therefore not be able to forcibly acquire the shares it does not own at the end of the re-opened offer. BNP Paribas Fortis SA acted as financial advisor to Orange S.A. Ondra LLP acted as a financial adviser to Polygon Global Partners.

Orange S.A. (ENXTPA:ORA) completed the acquisition of 23.95% stake in Orange Belgium S.A. (ENXTBR:OBEL) from Schroder Investment Management Limited, Boussard & Gavaudan Asset Management, LP, Polygon European Equity Opportunity Master Fund a fund managed by Polygon Global Partners LLP and others for approximately €320 million on May 4, 2021. 14,368,307 Orange Belgium shares in total were tendered to the Offer. Orange S.A. currently owns 52.91% stake in Orange Belgium S.A. through its wholly owned subsidiary Atlas Services Belgium and after tender offer completion, Orange SA will directly and indirectly hold 46,191,064 shares of Orange
Belgium (including treasury shares), representing 76.97% of the share capital of Orange Belgium. Dirk Meeus, Yves Van Pul, Sophie Rutten of Allen & Overy LLP (Brussels) and Jeff Hendrickson acted as the legal advisord for Orange S.A. Baker & McKenzie LLP acted as legal advisor to independent director Mr. Wilfried Verstraete of Orange Belgium S.A.