PARIS: Orange S.A. announced intention to issue Euro denominated undated 8 year non-call deeply subordinated fixed to reset rate notes (the New Notes).

The New Notes are scheduled to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of Baa3/BBB- (Moody’s/ S&P) and an equity content of 50%.

The Company is also launching a tender offer (the Tender Offer) to repurchase its:

• €1,000,000,000 Undated 7 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 October 2021 (of which €118,374,000 is currently outstanding) and admitted to trading on Euronext Paris ( (the 2021 Notes); and
• £650,000,000 Undated 8 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 7 February 2022 (of which £427,102,000 is currently outstanding) and admitted to trading on Euronext Paris (the 2022 Notes); and
• £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 April 2023 (of which £560,878,000 is currently outstanding) and admitted to trading on Euronext Paris (the 2023 Notes and, together with the 2021 Notes and the 2022 Notes, the Notes).

Pursuant to the Tender Offer, the Company offers to purchase for cash (i) any and all of the 2021 Notes and the 2022 Notes validly tendered by the Qualifying Holders, and (ii) the 2023 Notes validly tendered by the Qualifying Holders up to a maximum acceptance amount of £135,000,000 in aggregate principal amount, subject to the Company’s right in its sole and absolute discretion to increase or decrease such amount.

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company’s hybrid portfolio, taking advantage of favorable market conditions. This may result in a limited reduction of the Company’s hybrid stock.

The Tender Offer will expire at 5:00 pm, Paris time, on 6 May 2021 and the results will be announced on 7 May 2021 (subject to change as a result of any extension, withdrawal, termination, re-opening or amendment of the Tender Offer).

Orange is one of the world’s leading telecommunications operators with sales of 42.3 billion euros in 2020 and 142,000 employees worldwide at 31 December 2020, including 82,000 employees in France. The Group has a total customer base of 259 million customers worldwide at 31 December 2020, including 214 million mobile customers and 22 million fixed broadband customers.

The Group is present in 26 countries. Orange is also a leading provider of global IT and telecommunication services to multinational companies, under the brand Orange Business Services. In December 2019, the Group presented its new “Engage 2025” strategic plan, which, guided by social and environmental accountability, aims to reinvent its operator model. While accelerating in growth areas and placing data and AI at the heart of its innovation model, the Group will be an attractive and responsible employer, adapted to emerging professions.

Orange is listed on Euronext Paris (symbol ORA) and on the New York Stock Exchange (symbol ORAN). www.orange.com