Annual Report Orange Belgium 2023

letter

Financial statements

Orange Belgium

Orange Belgium is one of the leading players in the telecommunications market in Belgium and Luxembourg (through its subsidiary Orange Communications Luxembourg).

Thanks to its own fixed and mobile networks, Orange Belgium offers both residential and business customers fixed and mobile connectivity services and convergent offerings (internet, telephony, television, including original TV content: Be tv, VOOsport, etc.).

Orange Belgium is the first telecom operator nationwide to offer 1Gbps on the fixed network.

Orange Belgium is also a wholesale operator, offering its partners access to its infrastructure as well as a broad portfolio of connectivity and mobility services, including offerings based on Big Data and the Internet of Things (IoT).

Orange Belgium has more than 3 million customers in Belgium and Luxembourg, and operates top-quality mobile and fixed-line networks, which are constantly being invested in to remain at the cutting edge of technology in the sector.

Orange Belgium is a subsidiary of the Orange Group, one of the leading European and African operators in the mobile and internet access markets, and one of the world leaders in providing telecommunication services to corporate customers. Orange Belgium is listed on the Brussels stock exchange.

Financial statements

letter

01\_ Profile
02_ Content table
03\_ Key figures
04\_ Chairman's letter
05\_ CEO interview
08\_ Market insights 08\_ VOO acquisition and 2024 market insights
10\_ Highlights 2023
11\_ Lead the Future

20\_ Orange Luxembourg

22\_ Management report
31\_ Corporate Governance Statement
50\_ Financial statements

Financial statements

Key figures

Operational Financial

987 k

Cable customers (+5.5% yoy1 )

3.32 million

Mobile contracts excl. M2M (+4.0% yoy1 )

Cable customers

€1,749.5 million

Revenues (+4.6% yoy1 )

€451.3 million

EBITDAaL (+0.3% yoy1 )

€304.1 million

eCapex (excluding licence fees) (+4.1% yoy1 )

1 Comparable base includes VOO revenues, eCapex and EBITDAaL with interco elimination 2 Includes 7 months of VOO net adds

+111 k

Net adds² Mobile contracts excl. M2M

Chairman's

Financial statements

Chairman's letter "Our company's unique DNA,

Management report Governance

Dear team members, shareholders, partners, and customers,

letter

In 2023, Orange Belgium marked a significant milestone. Benefiting from the strength of the Orange Group and the joining of forces with telecom operator VOO, our company is now positioned as a true leader in the Belgian telecom market.

I would like to extend a warm welcome to the VOO employees, customers and partners. Acknowledging the challenges and questions that may have arisen throughout 2023, I take immense pride in the results achieved, not solely from a financial perspective. The Employee Net Promoter Score (eNPS) reflects the alignment and commitment of our organization's combined workforce.

To all leaders at Orange Belgium, I want to express my gratitude, including not only senior leaders but also our business and people managers who contribute to achieving our objectives. I extend the same gratitude to our shareholders and the companies we collaborate with. As we help them achieve their aspirations, our mutual support forms the foundation of strong, enduring partnerships.

Customer feedback, gauged through NPS and satisfaction surveys, underscores the positive reception of our efforts. With this feedback in mind, I am confident and enthusiastic about the future we are building with the colleagues from the Orange Group. Together, we have laid a robust foundation to navigate current competition and anticipate challenges in the upcoming months and years.

In light of our achievements, I firmly believe we are well-prepared for success in this period and industry. Our commitment moving forward is to maintain a keen focus on meeting customer expectations, as we have in the past. We will tirelessly strive to satisfy their evolving needs, as we recognize the correlation between happy employees and satisfied customers. Results will follow, measured by continued market share growth in a fiercely competitive environment.

As we embark on a new year, I propose that 'optimism' becomes our keyword for 2024. Our company's unique DNA, combining a strong local entity with membership in a large international group, positions us favorably to confront upcoming challenges.

The Senior Leadership Team, the Board, and all stakeholders are committed to providing unwavering support to the management team and employees as we collectively strive to 'Lead the Future'.

Thankfully yours,

Johan Deschuyffeleer

combining a strong local entity with membership in a large international group, positions us favorably to confront upcoming challenges."

Chairman's CEO interview

Corporate

Financial statements

"The natural DNA of the Orange brand is to be a leader, not a challenger"

Xavier Pichon, Chief Executive Officer

Chairman's letter

CEO interview

Financial statements

CEO Interview

2023 was marked by two major milestones for Orange Belgium: the acquisition of telecom operator VOO, and the launch of the 'Lead the Future' strategy: Orange Belgium's long-term industrial project creating value for its customers, employees, and society. Xavier Pichon, Chief Executive Officer of Orange Belgium, looks back on a pivotal year for the company.

What are your thoughts on 2023 in retrospect?

Xavier Pichon: As I look back at the year that has passed, it was truly fantastic and I can honestly say the work that has been done is quite impressive. For that, I would like to thank all Orange and VOO team members, the leadership teams, the entire Executive Committee, and the Board. I also want to highlight the outstanding teamwork that has contributed to our successful commercial and financial results, both in the consumer and business segments.

After the closing of the acquisition of VOO, things accelerated and everyone had to move at a fast pace, which is crucial in this type of operation. Six months later, we have been able to integrate almost 100% of both companies in terms of operations organization. And on top of that, we are moving fast on the equity side as well, aligning our shareholders on the same goal. So, for me, 2023 has been a very satisfying and outstanding year.

In June of 2023, Orange Belgium introduced 'Lead the Future'. Can you explain what drove the launch of this new long-term strategy?

X.P.: For the past two decades, Orange Belgium has continuously developed its telecom skills and pioneering spirit to challenge the market. But the natural DNA of the Orange brand is to be a leader, not a challenger. The launch of the 'Lead the Future' strategy by Orange Belgium was primarily driven by the company's ambition to solidify its position as a leader in the Belgian telecom market and align with the overarching strategy of the Orange Group.

What is the biggest difference with the previous strategy 'Orange Ahead'?

X.P.: While the previous strategy, 'Orange Ahead', was instrumental in establishing Orange Belgium as a next-generation operator, emphasizing sustainability, technological expertise, and growth, 'Lead the Future' marks a shift towards embracing the inherent leadership qualities of the international Orange brand.

that the essence remains consistent: the overarching goal of shaping the future of the telecommunications industry in Belgium. But the strategic transition towards 'Lead the Future' clearly underscores the company's commitment to not only maintaining but also enhancing its leadership status, ensuring its relevance and competitiveness in the everevolving landscape. By fully integrating ourselves into the

Between both strategies, I would argue

overarching strategy of the Orange Group, we unlock a wealth of opportunities to leverage, and can exchange expertise and knowledge on an international scale. This collaboration extends beyond borders, allowing us to tap into the diverse experiences and best practices of Orange's operations across different countries. By sharing insights, innovative solutions, and successful strategies, we can enhance our capabilities, drive efficiencies, and accelerate our collective progress towards common goals.

"By fully integrating ourselves into the overarching strategy of the Orange Group, we unlock a wealth of opportunities."

Xavier Pichon, Chief Executive Officer

What is the importance of the acquisition of VOO in the new strategy? How does it change the position of Orange Belgium in the Belgian telco market?

X.P.: Orange Belgium has always been equipped with a unique DNA on the market. The acquisition of telecom operator VOO was the only missing part of the puzzle, allowing us to fully prepare the playing field and connect all the dots as an incumbent operator. It was not merely about expanding our technical infrastructure with our own fixed network. The operation encompassed a comprehensive integration of additional assets, including diverse and complementary brands, a wealth of skills, collaborators, etc. Now, benefiting from the strength of the Group and the joining of forces with VOO, we are taking a genuine leader's position in the Belgian telecom market.

Financial statements

"We have been pursuing one clear ambition: to become a market leader by combining the strengths of Orange and VOO."

Xavier Pichon, Chief Executive Officer

What are the main strengths of the 'Lead the Future' strategy?

X.P.: In a way it is a very simple but very clear strategy. Our industrial vision for the future encompasses three strategic pillars: logical building blocks that are also very much interconnected. Pillar 1 is all about connectivity and speed, reliability of our state-of-the-art mobile and fixed network, coupled with cybersecurity. That infrastructure is the foundation, and on top of that we are positioning ourselves as the leader in segmented offers and the end-to-end customer process. This is the second pillar: our Belgian-operated customer experience excellence and our ability to propose multi segmented retail services in a differentiated way brings state-of-the-art connectivity and value-added services to premium and access customers. For the third pillar, we leverage the first two also in terms of human and ESG values, by fostering digital inclusion within Belgian society and by committing ourselves to a Net Zero Carbon status by 2040. We are also committed to becoming Belgium's preferred tech and telco employer.

For each of the three pillars, can you highlight one achievement for 2023?

X.P.: In pursuit of our strategic objectives, our foremost goal was to establish ourselves as the leader in gigabit networks nationwide by mid-2024, ensuring that 95% of Belgian residents could access speeds of 1 Gbps. Remarkably, thanks to the exceptional efforts of our technical teams, we have reached this milestone in fixed broadband by the end of this year already, demonstrating our commitment to technological advancement and infrastructure development.

Furthermore, underpinning our strategy is a dedication to enhancing customer experience excellence, our second pillar. To this end, we introduced several new value propositions tailored to meet the evolving needs of our customers. For instance, we launched a competitive home internet subscription specifically designed for customers of hey!, our digital b-brand, catering to their preferences and requirements. Next to that, Orange Belgium totally revamped its fixed internet solutions and launched new gigabit speed 'Fiber' offers to meet the growing demand for faster and reliable internet connectivity. Additionally, we expanded our Orange TV portfolio by incorporating popular channels such as VOOsport World and Be tv, enriching the entertainment options available to our subscribers.

Equally noteworthy are our achievements in the third pillar of our strategy. We not only met but exceeded our digital inclusion objectives for 2023, underscoring our commitment to bridging the digital divide and ensuring equitable access to technology and connectivity for all segments of society. At the same time, we remained on track with our ambitious targets for reducing CO2 emissions, reflecting our dedication to environmental sustainability and corporate responsibility.

What are the main objectives for 2024 and how do you see the company evolving?

X.P.: Since June 8th, we have been pursuing one clear ambition: to become a market leader by combining the strengths of Orange and VOO, enabling us to effectively implement our 'Lead the Future' strategy. Even though we remain two separate legal entities, we want to present ourselves as a single operator and to this end we have been gradually introducing a transitional organization allowing closer cooperation between the different teams. As planned, starting next year, Orange Belgium and VOO will be able to act as one operator.

Next year will clearly be a pivotal year for the telecommunications market in Belgium, and things will continue to evolve rapidly, driven by technological advancements, marketing dynamics, and regulatory changes. Additionally, the competition among telecom operators – existing and new – will remain fierce, with companies trying to differentiate themselves through innovative product offerings, competitive pricing, and superior customer service. This competition benefits consumers, as it leads to greater choice and better value propositions.

If you have to sum up 2023 in a couple of words: what are they? And what is your keyword for 2024?

X.P.: For 2023 I would say 'clear vision', 'additional value creation' and 'execution' were the keywords. And for the year to come, it is clearly 'confidence'. New opportunities and challenges await us in 2024 that we will bring to fruition thanks to the preparatory work done this year.

Chairman's letter

Market insights

Financial statements

VOO acquisition and 2024 market insights

In 2023, Orange Belgium completed its acquisition of a controlling stake in telecoms operator VOO SA. Paul-Marie Dessart, General Secretary at Orange Belgium, reflects on this significant milestone event and offers insights into what lies ahead in 2024.

What were the key developments in the Belgian telecommunications market throughout 2023?

Paul-Marie Dessart: Looking at the sector as a whole, I would say that, following the spectrum auction organized by the BIPT in 2022, the confirmation of the arrival of a fourth entrant onto the consumer market perhaps stood out as the most notable development.

For Orange Belgium, the closing of the acquisition of VOO, the cable network operator in the Walloon region and part of the Brussels region, was of course the most important and most anticipated event of 2023. Acquiring the controlling stake in VOO enables us to operate and modernize a very high-speed network, thereby reinforcing the deployment of our convergent multigigabit strategy at a national level: the first pillar of our ambitious 'Lead the Future' investment plan. In combination with VOO's and Orange's skills and expertise, we strengthen the quality of our offers to the customers and ensure competitiveness in the Walloon and Brussels regions.

Financial statements

"One of the challenges will be to keep on creating added value on top of the pure telecom services."

Paul-Marie Dessart, General Secretary

Can you take us through the final stages of the acquisition process? What are the next steps?

P-M D.: After several months of discussion, in March of 2023, the European Commission approved the acquisition of 75% of the capital less one share of VOO SA by Orange Belgium, with the remaining 25% plus one share retained by Nethys. This official green light allowed us to then move quickly into the final phase of the buyout towards the closing of the transaction, which took place in June.

In November, Nethys expressed its intention to use the option of converting its minority stake in VOO into Orange Belgium shares. By doing so, Nethys would obtain an 11% stake in Orange Belgium and would retain, once in the capital of Orange Belgium, the governance rights associated with its stake in VOO. At this point, the conversion process is ongoing. Following the procedure provided for in the Companies and Associations Code, it will be analysed by a committee of independent Orange Belgium directors, with the support of an independent expert, who will submit an opinion to the Board of Directors. The transaction will then have to be approved by the General Assembly of Orange Belgium in 2024. So by mid-2024, Orange Belgium is set to own 100% of the shares of VOO, meaning our companies can truly merge as one single operator, both on the operational side as well as legally.

How do you see the market evolving in 2024?

P-M D.: 2024 will undoubtedly create a new dynamic on the Belgian telecommunications market, with the arrival of new entrants in the country or a part of it. Next to that, one of the challenges will be to keep on creating added value on top of the pure telecom services, by focusing on areas such as network quality, innovative services, enhanced customer experience, premium content, sustainability initiatives, partnerships and ecosystem development. This is how telecom operators worldwide can differentiate themselves in a competitive market, retain customers, attract new ones, and ultimately create added value for both their business and their customers. And this is also exactly the rationale behind our 'Lead the Future' strategy, based on the three pillars.

Chairman's letter

Highlights 2023

Governance

Corporate

Orange Belgium and Telenet sign two commercial wholesale agreements providing access to each other's Hybrid Fiber Coaxial and Fiber to the Home networks

Financial statements

Highlights 2023

January

March

11 innovative 5G pilot projects on Orange Belgium's network are selected by the Federal Government for subsidies to accelerate 5G in Belgium

April

Orange Belgium collects over 115,000 old devices: one step closer towards a circular economy

Orange Belgium's digital and innovative b-brand hey! renews its partnership with Royale Union Saint-Gilloise

June

Orange Belgium completes the acquisition of a 75% stake minus 1 share in telco operator VOO SA and launches Lead the Future: a long-term industrial project creating value for its customers, employees, and society

1 year after launching the Orange Digital Center and Orange Belgium Fund, the telecom operator launches a Tech Academy and signs new partnerships

September

Flemish Government appoints Orange Belgium as trusted partner for mobile connectivity and Internet of Things services

Orange Belgium's next proofpoint in Customer Experience Excellence: a competitive home internet subscription for hey! customers

November

Orange Belgium pursues its customer experience excellence ambition by adding VOOsport World and Be tv to its TV offers

Lead the Future Management report

FInancial statements

Lead the Future

Nationwide gigabit and multigigabit networks leadership

Mobile

5G frequencies (capacity and speed)
5G Core SA (reliability and B2B services)
RAN Sharing agreement (coverage)

Broadband

South: powerful HFC & FTTH network modernized towards state-of-the-art standards
North: HFC & FTTH Wholesale agreements

We care for People A resilient and responsible company

Future proof ESG enterprise model

Net zero carbon operator
Digital inclusion

Preferred tech & telco employer

Attractive industrial project and HR policy

Tech talents development
Diversity & inclusion

Capitalizing on our infrastructure New enterprise model Capitalizing on our core business

Customer experience excellence

Multisegmented service offering

Consumer Premium segment
Consumer Access segment
Business segment
(Re)internalization of major servicing assets
- Customer's call servicing
- Mastering of IT skills and tools

Expand customer data and AI knowledge capabilities

Meaningful brand
Tailored value propositions
Local approach

Financial statements

Pillar 1: Nationwide gigabit and multigigabit networks leadership

Orange Belgium aims to be the leader in gigabit networks as from 2024 and will secure this position in the long term on multigigabit networks, thanks to the fiber mastery of the Orange Group.

Broadband

For more than 10 years, Orange has made the strategic choice of fiber. With more than 50 million sockets deployed and more than 10 million active customers, the Orange Group has become the undisputed leader in fiber in Europe.

By mid-2024 Orange Belgium aims to become the gigabit networks leader for the B2C, B2B and wholesale market, allowing 95% of Belgian inhabitants to access 1 Gbps speeds on its powerful HFC (Hybrid Fiber Coaxial) network. Thanks to the exceptional efforts of the VOO network teams, this milestone achievement was all but achieved by the end of 2023.

The acceleration of the 'GigaBoost' program has modernized VOO's powerful HFC network in record time, allowing 100% of our customers in part of Brussels and Wallonia to enjoy gigabit speeds. In the rest of Brussels and Flanders, customers enjoy the full capabilities of a gigabit network thanks to the wholesale HFC and FTTP (Fiber to the Premises) agreement with Wyre.

95 % of Belgian households enjoying fixed gigabit

speeds

To maintain its networks leadership over time, Orange Belgium will level up the 'GigaBoost' VOO program to the 'GigaFiber' level, embarking on a new cycle of long-term investments to ensure that the HFC network remains at the forefront of both coaxial and fiber technologies, using the latest DOCSIS standards increasing speed and improving latency, to eventually offer customers speeds of 10 Gbps. By 2040, the goal is to cover 75% of the national footprint with end-to-end fiber, achieved through a combination of VOO's 66% FTTP network and wholesale access to Wyre's FTTP network.

Financial statements

Mobile

In the mobile segment, 5G coverage will reach 75% of the population by end of 2025, with the fastest mobile network. Orange Belgium's 5G equipped customer base has now reached more than 1 million clients (B2C + B2B), meaning that 1 in 3 Orange customers owns a 5G-compatible device. This includes devices such as smartphones, tablets, connected objects, etc. that are compatible with and can support 5G frequencies.

With the adaptation of emission norms also enabling the roll-out of 5G in Brussels, Orange Belgium has started deployment of 5G on its antennas in the capital. 5G frequencies will initially be available at defined hightraffic locations, such as railway stations. The majority of 5G deployment in Brussels is scheduled for 2024, with some additional last rollouts in 2025.

In a bid to accelerate 5G use in Belgium, Orange Belgium is providing new opportunities to consumers and businesses alike. 5G core SA (Stand Alone) roll-out will result in the most reliable mobile network and enable customized B2B servicing. Working closely with industry partners, the company is also supporting the implementation of several government funded 5G-standalone technology use cases in different areas such as the healthcare sector, transport and logistics, audiovisual production, military defense and public security, production, smart cities, etc.

Thanks to the Radio Access Network (RAN) sharing agreement with Proximus, Orange Belgium will also offer the largest mobile coverage and, together with Proximus, the highest number of radio sites in Belgium.

million

Orange customers own a 5G compatible device

"Our network strategic initiatives solidify Orange Belgium's commitment to delivering cutting-edge open connectivity solutions and staying at the forefront of technological advancements in the telecommunications industry."

Philippe Toussaint, Chief Technology Officer

Financial statements

Pillar 2: Customer experience excellence

Orange Belgium's domestically operated customer experience excellence and ability to propose multi-segmented retail services in a differentiated way brings state-of-the-art connectivity and value-added services to premium and access customers.

"At the core of our commitment lies a deep appreciation for customer experience excellence. We understand that in today's interconnected world, providing the best broadband, mobile and TV offer goes beyond mere connectivity. It's about crafting an experience that delights, empowers, and enriches the lives of our valued customers."

Christophe Dujardin, Chief Consumer Officer

Managing a multisegmented ecosystem

Orange Belgium has established a longstanding tradition of prioritizing customer focus, placing the customers' needs at the heart of its operations. With a commitment to providing exceptional service and tailored solutions, the telco operator has built enduring relationships with its customers, earning their trust and loyalty. This customer-centric approach has been a key pillar of Orange Belgium's success and continues to drive its relentless improvement and innovation efforts to meet and exceed customer needs. Orange Belgium continuously adapts its services and products to cater to the changing demands of the digital world, offering innovative solutions and personalized experiences that empower customers to stay connected, entertained, and informed in an ever-evolving technological landscape. We will continue to develop and improve our value propositions for three complementary retail segments:

Consumer premium segment: benefiting from a full range premium servicing through physical and digital customer touchpoints, focusing on multi-gigabit convergent connectivity and value-added services propositions, leveraging on the VOO/Be tv distribution contracts and platforms.
Consumer access segment: efficient digital servicing with appealing and evolutive multiproduct value propositions.
Business segment: tailor-made B2B value propositions through Orange Belgium's best of breed strategy, putting cyber security and ICT expertise at the heart and enriched with multi-gigabit network speeds and 5G enabled servicing. VOO's expertise in the SoHo (Small Office Home Office) segment is also nurtured to develop more business opportunities in all Belgian regions.

Financial statements

Bringing our customers' servicing assets back to Belgium

In order to provide Orange Belgium with an end-to-end mastering of the entire customer journey and experience, two major servicing assets in Belgium will move from an outsourced to a local model:

Customer calls servicing: by the end of 2024, every residential convergent call and every high & low market business call will be handled locally to the benefit of our customer experience and local employment sustainability. By capitalizing on the excellence of award-winning contact center WBCC, Orange and partners, customer relations will be fully managed in Belgium.
Orange and VOO's IT skills: we are building the foundation of state-of-the-art IT tools and operations by pivoting from an external model towards an internalized and qualitative IT mastering level.

Orange Belgium's customer experience excellence will also be enabled by expanding customer data & AI knowledge capabilities in both premium and access segments. By doing so, we demonstrate an agile management of the telco market changes and attract residential and business prospects with the most meaningful brand, displaying tailored value propositions towards defined geographical clusters.

Orange Belgium offers an even more premium internet experience with My Comfort Service

Orange Belgium's digital b-brand hey! creates even more value for its customers by doubling mobile data

Orange Belgium shakes up fixed internet and launches its new gigabit speed Fiber offers

Flemish Government appoints Orange Belgium as trusted partner for mobile connectivity and loTservices

"Orange Belgium has a unique DNA in the telecoms market and is very well placed to make a long-term commitment to its stakeholders, driven by a constant pursuit of offering a smooth, innovative and reliable service. Our business partnerships perfectly reflect our ambitions in terms of Customer Experience Excellence and our ability to offer connectivity services of remarkable quality as well as tailormade value propositions."

Werner De Laet, Chief Enterprise & Innovation Officer

A competitive home internet subscription for hey! customers

Orange Belgium consolidates its position as a trusted partner of the Brussels Region by renewing its commitment to the government and Paradigm within the framework of IRISnet3

Financial statements

Pillar 3: We care for people

Orange Belgium cares deeply for people, whether they work for us or are part of Belgian society. Orange Belgium was already carbon neutral certified and recognized as a top employer in the past. Today, both Orange Belgium and VOO level up and embrace the Orange Group standards in terms of Environmental, Social, and Governance (ESG) practices and Human Resources (HR) group policies. We will ceaselessly pursue a transparent and sustainable engagement for the planet and digital inclusion. We are also committed to becoming Belgium's preferred tech and telco employer.

Net Zero Carbon by 2040

Orange Belgium is aligned with the Orange Group global commitment to be Net Zero Carbon by 2040. In line with this objective, the Group is making 3 commitments to reduce CO2 emissions by 22% in scope 1 & 2 and by 14% in scope 3 by 2025:

1. Reduce own CO2 e emissions (scope 1)
1. Decrease indirect emissions associated with own energy consumption (scope 2)
1. Reduce emissions generated upstream by our suppliers and downstream by our customers (scope 3)

These three commitments align with scopes 1, 2 and 3 of the Greenhouse Gas Protocol, for which Orange has established a roadmap validated by the international scientific reference SBTi (Science Based Targets initiative).

To meet the first two targets, we optimize free cooling in technical environments (datacenters, PoPs and antenna sites), reducing air conditioning use to days exceeding 27°C. To improve the energy efficiency of our mobile networks we are using 100% renewable electrical supplies and have implemented several energy saving features

such as nightly 4G and 5G switch offs and equipped 1,400 RAN sites with smart meters, displaying the real time data of our radio equipment consumption. Additionally, we are switching off power of decommissioned equipment faster than before. Finally, for our company cars we launched the e-fleet project in July 2023, targeting a 100% electric fleet by 2028 and promoting alternative types of transport.

To meet the third target, we are promoting a circular economy notably with our Re program:

Opening of our 'Future shop' in June 2023: innovative, responsible and accessible
Refurbished sales: 13,500 phones sold over the year, a +21% increase from 2022, representing 4% of total sales
Collected 37,000 mobiles, with 40% given a second life by Comparecycle and 60% recycled by Recupel
85% collection rate for old settopboxes and modems avoiding 753t CO2 e through e-waste reuse and recycling. This effort resulted in planting 4 hectares of forest with Natuurpunt.

Financial statements

Reducing the digital gap

Orange Belgium wants to make digital inclusion a factor facilitating equality of opportunity

Orange Digital Center 905 people trained 715 people attended conferences
Orange Belgium Fund 3,643 beneficiaries received digital support
DigitAll: Orange supports DigitAll's campaign to reduce the digital divide in Belgium

Orange Belgium is committed to promoting inclusivity for all its customers through a multifaceted approach that integrates quality network services, social offers, and accessibility initiatives. By ensuring a reliable and high-quality network, we strive to provide equal access to communication and digital More info

services for everyone. Our social offers and affordable smartphone options aim to bridge the digital divide by making technology more accessible to diverse socio-economic groups. Additionally, our staggered payment plans empower customers to manage their expenses effectively while enjoying the latest devices. Through interactive digital workshops hosted in our shops, we provide hands-on guidance to enhance digital literacy and empower individuals from all backgrounds. Moreover, our online platforms serve as a valuable resource, offering tips on best practices and fostering community engagement through blogs, social networks, and fundraising initiatives via SMS.

https://corporate.orange.be/en/

https://orangedigitalcenter.be/

social-responsibility

"Today, not having access to digital technology, for whatever reason, can quickly lead to a form of social exclusion. As an operator, Orange Belgium leverages its technologies and resources to provide trainings to individuals of all ages, genders, and skill levels. By doing so, we contribute to the reduction of the digital divide and enhance employability opportunities for everyone."

Isabelle Vanden Eede, Chief Brand, Communication & ESG Officer

support

Financial statements

"Each strategic pillar requires us to care about the people side of this ambition: technological leadership requires a broad tech skill supply, customer excellence requires an engaged workforce experiencing themselves what excellent service feels like and sustainable care for people and planet requires we foster an inclusive culture where diversity is welcomed, well-being is prioritized and where discrimination finds no refuge. Together, we shape a workplace where every talent finds its place, creating a truly unique experience for all."

Jelle Jacquet, Chief People Officer

Becoming the preferred tech & telco employer

We believe the employee experience needs to reflect the ambitions of the customer experience. Hence, within Orange Belgium, over the past years we have been working on building a robust yet flexible and easy-toaccess HR-department with processes that guarantee equal treatment.

We strive to become an increasingly inclusive employer and develop all available talents by:

offering a diverse and inclusive work environment that encourages all our employees to progress and to develop their talents for a unique experience
focusing on diversity in the broad sense and promoting team diversity
ensuring well-being as a key component of our equity and inclusion strategy
raising awareness on stereotypes and ban any form of discrimination or violence from the workplace

Since 2011 we are GEEIS (Gender Equity European and International Standard) certified. In November 2023 a follow-up audit confirmed our global levels for both Gender (level 4 on 5) and Inclusion (level 3 on 5) whilst improving our scores on different topics thanks to initiatives such as the Thriving Team approach, Tech Academy and WomInTech.

Financial statements

Thriving Team approach

We created a synergy between culture, wellbeing, team coaching as well as learning & development bringing all elements together into one Thriving team. This team proposes a unique, coherent and attractive journey to our team members, teams and the organization. It was launched on January 24th 2023, with a Thriving day promoting well-being, team and individual development and new learning solutions. This event attracted more than 1 in 2 employees on premises and showed more than 90% promotors of our approaches. Since the launch the one Thriving team has accompanied 29 teams and around 140 team members with workshops and coachings to find their best self, become more resilient and efficient, and grow as a team. This resulted in a satisfaction score of 8.8/10.

The same Thriving team also prepared the accompaniment that is offered to the combined OBE/VOO teams. In the second half of 2023, around 580 VOO employees were welcomed to the Orange Belgium headquarters during 4 Discovery Days with an average satisfaction score of 9.1/10. These were a success as proven by our latest eNPS scores that further improved both at Orange Belgium as on VOO side even in these exciting times of changes.

During the same period, we also launched the Employee Academy which proposes specifically selected contents and learning paths. The Manager Academy training offer has been specially designed to help managers develop their leadership & managerial skills as well as develop their peer network.

Tech Academy & WomInTech

Besides taking care of our present employees, Orange Belgium also took the lead in investing in future tech talents and in employer branding. Almost one in two Belgians (46% of the population) are in a situation of digital vulnerability. Over three-quarters of these individuals are low-skilled, earn a modest income, and are primarily women.

This digital divide is also deeply felt within the workplace, as six out of ten Belgian companies face significant challenges in locating qualified tech professionals. In its pursuit of becoming the 'place to be' for tech and tech-related talent, Orange Belgium has taken the initiative to establish its very own 'Tech Academy'. This endeavor aims to not only cultivate a diverse pool of skills within Belgium, but also to rejuvenate and feminize tech professions. This was possible thanks to our unique partnership with the Ecole Polytechnique de Bruxelles (agreement signed in June 2023) and with WomInTech, a student's association aiming at promoting tech and STEM (Science, Technology, Engineering, and Mathematics) amongst students (March 2023).

9.1/10 The average

satisfaction score for the Discovery Days for VOO employees

Chairman's

letter

CEO interview Highlights 2023

Financial statements

Orange Luxembourg

In 2023, Orange Luxembourg focused on customer service excellence and fiber. Corinne Loze, Chief Executive Officer of Orange Luxembourg, looks back on the past year.

What were the highlights of 2023 for Orange Luxembourg?

Corinne Loze: We focused our efforts on customer excellence and simplifying our offers and services to better meet the needs and expectations of our customers.

After launching our video shopping service in 2022 on orange.lu, in January 2023 we introduced a video technical support service for all Orange Fiber subscribers, a first in Luxembourg. Thanks to an advanced video platform which uses artificial intelligence, our advisors can remotely assist our customers by video and quickly solve potential anomalies. This initiative aims to allow our customers to fully enjoy Orange Fiber at all times.

In September, we strengthened our Fiber ecosystem by deploying the Livebox and its WiFi Booster repeater. Our goal is to provide the best experience for customers connected to Orange Fiber, by offering them a sophisticated and sustainable multigigabit gateway, adapted to the needs of individuals and professionals, and thus assure our customers of the full Orange Group experience.

In addition to this new Box, we redesigned our Fiber offers so as to now have a single comprehensive and affordable offer that meets all common needs at a competitive price, thus simplifying the lives of users.

In terms of home fiber installation, we have also optimised the customer experience by significantly reducing the average installation time to 5 days.

On the mobile side, throughout the year we continued to develop our 5G network throughout the country together with our partner Nokia. Orange 5G will be available over 90% of the territory by the end of 2024.

We also further simplified our mobile offer portfolio so as to always meet the demands of our customers and propose fair-priced offers. Today, our "BeUnlimited" mobile plan offering unlimited calls, text messages and data in Luxembourg, Europe and the USA is the "Value for money" plan on the Luxembourg market.

To keep pace with new uses, in September we launched a new channel for interacting with our customers by integrating conversational

Financial statements

applications, including WhatsApp. A unique service in Luxembourg. This new channel simplifies exchanges with our customers and allows us to offer personalised service. Customers can now contact us via WhatsApp – just as they do with friends and relatives for an administrative issue, information on an offer or a technical question.

We also strengthened our Orange Thank You loyalty programme to offer even more advantages to our customers and show our appreciation for their loyalty. Throughout the year, in addition to discounts on smartphones and movie tickets every Wednesday, our customers have been able to take advantage of gifts and many surprises thanks to new partners, including amusement parks, concerts, tech gifts and so on.

"In 2023, we focused our efforts on customer excellence and simplifying our offers and services to better meet the needs and expectations of our customers."

Corinne Loze, CEO Orange Luxembourg

How did Orange's commitment to social responsibility translate into 2023?

C.L.: Throughout 2023, we strengthened our commitment to digital inclusion and against online violence.

After the launch of "Safe Zone" on various video game platforms to combat cyberbullying in November 2022, we enriched our "Safe Zones" in Fortnite during the first half of 2023. Luxembourgish Fortnite players who are faced with cyberbullying or online safety issues can now take refuge in an Orange "Safe Zone" and find the official Luxembourgish BEE SECURE helpline.

In June, we organised a special digital awareness training course with players aged 12 to 13 on the training grounds of our partner, the Luxembourg Football Federation. Fun workshops were held under the banner of entertainment and linking football, awareness of cyberbullying and good online behaviour.

Through our Orange Digital Center (ODC), we launched "ODCs outside the walls" in shopping centers to offer support for digital life. For example, in December with our partner Golden Me, we organised a "smartphone coffee" dedicated to sharing tips and advice on how to use your smartphone and all its features.

Orange teams also made a strong commitment to humanitarian and social causes by participating in several races across the country. By taking part in these races, the members of the #TeamOrangeRunning Luxembourg conveyed the values of mutual aid, solidarity and positive action, thus embodying Orange's spirit of social responsibility.

Lead the Future Management report

Financial statements

Management report

Orange Belgium is one of the leading telecommunication operators on the Belgian market, with over 3 million customers, and in Luxembourg through its subsidiary Orange Luxembourg.

As a convergent actor, we provide mobile telecommunication services, internet and TV to private clients, as well as innovative mobile and fixed line services to businesses.

Orange Belgium is a subsidiary of the Orange Group, one of the leading European and African operators for mobile telephony and broadband internet access, as well as one of the world leaders for telecommunication services to enterprises.

Orange Belgium is listed on the Brussels Stock Exchange (OBEL).

The Management Report for the accounting year ended on 31 December 2023, consisting of pages 22 to 30, has been prepared in accordance with Articles 3:6 and 3:32 of the Belgian Code of Companies and Associations and was approved by the Board of Directors on 20 March 2023.

It covers both the consolidated accounts of the Orange Belgium Group and the statutory accounts of Orange Belgium S.A. The Corporate Governance statement on pages 31 to 49 is an integral part of this Management Report.

1. Recent events

First Semester of 2023

Orange Belgium and Telenet signed two commercial wholesale agreements

On 30th January, Orange Belgium and Telenet have signed two commercial fixed wholesale agreements. The agreements will provide access to each other's fixed networks for a 15-year period and cover both current Hybrid Fiber Coaxial and future Fiber to the Home technologies in both network areas.

Orange Belgium officially launches its cybersecurity app

Orange Belgium announced the official Belgian launch of Orange Phone, a free anti-spam protection and call identification application available on iOS and Android. With cybercrime on the rise and phishing attacks becoming more advanced, Orange Belgium commits itself to making digital empowerment accessible to all Belgians via its new assistance app. Continuing to support its customers with cybersecurity,

Orange Belgium also organised trainings and workshops at the Orange Digital Center and has hosted a webinar on March 7th and 9th 2023, in collaboration with cybersecurity experts in Belgium.

11 innovative 5G pilot projects have been selected by the Federal Government

Orange Belgium has been selected by the Federal Governmental Department of Economy to conduct 11 Belgian pilot projects supported by 5G which will run in 2023 and 2024. In doing so, Orange Belgium responded to the FPS Economy project call to encourage the creation of new initiatives on 5G. The objective is to accelerate the rollout and the implementation of 5G use cases in Belgium. The projects for subsidies have been selected by a jury composed by amongst others the Cabinet De Sutter, FOD Economy, BIPT, BOSA and Belspo to accelerate 5G in Belgium.

Orange Belgium collects over 115,000 old devices

After being the first operator in Belgium to introduce the Eco Rating label for devices and launching the Re program in 2022, the telecom operator has reached the milestone of 115,000 smartphones collected.

hey! renews its partnership with Royale Union Saint-Gilloise

Since August 2022, Orange Belgium's b-brand hey! is a proud sponsor of football club Royale Union Saint-Gilloise (USG). Both partners are happy to announce that they prolong this sponsorship until June 2024, based on their strong recognition of shared values. As part of the renewed collaboration, the Orange Belgium Fund and the Union Foundation will also work closely together for the benefit of socially vulnerable children and projects with a social and environmental impact.

Financial statements

Orange Belgium completes the acquisition of a 75% stake minus 1 share in telco operator VOO SA

On 2th June, Orange Belgium announces that it has completed its acquisition of a controlling stake in telco operator, VOO SA. The closing of this deal will give Orange Belgium a 75% stake minus 1 share in VOO SA, with the remaining 25% plus one share retained by Nethys. This transaction values VOO at an enterprise value of €1.8 billion for 100% of the capital. Orange Belgium has financed this transaction through an intra-Group loan. The transaction includes a liquidity mechanism, whereby Nethys has a Put option and Orange Belgium a Call option on Nethys' shares in the VOO Holding.

Orange Belgium and i-mens promote translation software and 5G technology

Home care organization i-mens employs about 600 colleagues who speak 'super different languages'. They do not speak a common language with their customers and colleagues. To address this challenge, i-mens, in collaboration with Orange Belgium, is exploring the use of translation software and leveraging 5G technology to enable secure and direct communication between employees and customers in the field, and planners and managers at central level.

Orange Belgium Tech Academy signs new partnerships

Digital inclusion is a strategic pillar for Orange Belgium, convinced that it has become a crucial factor of social and financial inclusion. With the launch of the Orange Digital Center and the Orange Belgium Fund, Orange Belgium installed a long-term commitment to help overcome the digital divide in Belgian society, offering financial support

and structural guidance through various partnerships and initiatives. One year to date, the telecom operator draws up a positive balance and, spurred on by its ambition to become the preferred tech & telco employer, announces two new collaborations: a Chair at the ULB and a Digital House for women with Girleek.

Orange Belgium partners with VANTIVA to deploy next-generation multi-gigabit DOCSIS 3.1 HFC gateway

In partnership with VANTIVA, formerly known as Technicolor, Orange Belgium launches the Livebox, its latest generation DOCSIS 3.1 HFC gateway and its Wi-Fi 6 extender booster. The Livebox will also enable Orange Belgium to launch a new 'Boost Giga' offering at 1Gbps with 95% nationwide coverage by mid-2024. Based on the new flagship of VANTIVA's DOCSIS portfolio and specially customized for Orange Belgium, the Livebox is the most advanced and sustainably built hybrid fiber coaxial gateway for the consumer and business market with an-end-to-end Wi-Fi 6 solution.

Second semester of 2023

Since 25 July, Orange Belgium welcomes a new mobile virtual network operator: UNDO

UNDO is a new Belgian mobile virtual network operator (MVNO) with the ambition of reducing the human impact on the climate. For their launch, UNDO called upon Effortel's Mobile Virtual Network Enabler technology. As the name UNDO suggests, the objective is to allow the user to "undo" his carbon footprint.

In August, hey! created even more value for its customers by doubling its mobile data

Hey! increased its already generous offer and surprises its customers by doubling the data volumes. Customers can now choose from three subscription formulas: 2 GB (7 euros/ month and 5 euros/month for the ones under 26 years), 20 GB (15 euros/month and 10 euros for the ones under 26 years) or 80 GB (25 euros/month and 20 euros for the ones under 26 years). Thanks to the hey! boost, these data volumes will increase to 4 GB, 40 GB and 160 GB after one year.

In September, Flemish Government appointed Orange Belgium as trusted partner for Mobile connectivity and Internet of Things services for the next 5 years, extendable to 7 years

The objective of the new public contract, worth over 23 million euros, is to enable all public administrations in the Flemish Region to benefit from the Orange Belgium mobile network and its catalogue of services at competitive prices. The services include a broad and modular offering of mobile telephony, mobile data communications for professional use and for "Machine to Machine" (M2M) and "Internet of Things" (IoT) to a variety of administrative entities.

End September, Orange Belgium shook up fixed internet and launched its new gigabit speed Fiber offers

To meet the ever-growing demand for faster and reliable internet connectivity, we launched a new comprehensive Fiber internet-range. With 4 different options to choose from, Orange Belgium caters to the specific needs of every household and expands gigabit internet speeds nationwide. With a comprehensive range of internet packages

with varying speed options, starting from 150 Mbps to 400 Mbps and even up to 1 Gbps, this flexibility ensures that customers can choose the plan that best suits their requirements.

Hey! Launched a new competitive home internet subscription

Two years after the successful launch, the innovative and digital brand hey! adds a fixed internet service next to its mobile offer. This new service offers competitive pricing, efficient digital servicing and evolutive product propositioning. The launch comes with a promotion offer: new customers will pay 29 euros/month for the first three months of subscription (no installation costs), existing customers will pay 29 euros/month for the first six months of subscription (no installation costs). After the promotional period, the standard price will be 39 euros/month, ensuring that customers continue to receive exceptional value.

Orange Belgium signed partnership with cyan AG and SAM to launch a 360° mobile network security solution

Together with leading security and intelligence provider SAM Seamless Network, a fixed network protection has been added so that retail and small independent business customers can benefit from one single security solution.

Last October 2023, Orange Belgium and EVS live broadcasted theatre play through 5G

Orange Belgium and EVS inaugurated the launch of the "Flex Production" 5G project at La Grand Poste in Liège. Flex Production makes it possible to dispense with the need for mobile control rooms, thanks to the creation of a remote audiovisual production flow over 5G between the event location and

Financial statements

the centralized production center. To carry out this ambitious pilot project, Orange Blegium initiated a collaboration with the Théâtre de Liège, broadcasting the play Andromaque live to more than 10,000 students from Wallonie-Bruxelles Enseignement.

Since November 2023, Orange Belgium added VOOsport World and Be tv to its TV offers

To strengthen this pillar of its "Lead the Future" strategy, the operator is expanding its TV content value propositions, offering VOOsport World, including exclusivity for the Premier League, and Be tv, including premium cinema and series features.

Orange Belgium continues to pave the way for 5G with 1200 sites equipped with 5G end 2023

Orange Belgium aims to cover the entire network by 2025 combining several frequencies to ensure the best possible experience at customers' premises. Working closely with industry partners, the telecom operator is also supporting the implementation of several government funded 5G-standalone technology use cases.

BKM will merge into Orange Belgium

In order to streamline the group corporate footprint and branding, to accelerate ICT business development and to improve efficiency, the Boards of directors of Orange Belgium and BKM, a wholly owned subsidiary of Orange Belgium, have resolved to merge BKM upstream into Orange Belgium. The merge operation will be completed in 2024.

Nethys confirmed to Orange Belgium its intention to convert its stake in VOO into Orange Belgium shares

This transaction falls within the scope of the procedure provided for in Article 7:97 of the Companies and Associations Code, it will be analysed by a committee of independent Orange Belgium directors, with the support of KBC appointed as independent expert. After the KBC report submission to the Board of Directors, the transaction will then have to be approved by the General Assembly of Orange Belgium. We expect that the General Assembly of 2024 (2 May 2024) will validate the transaction.

BIPT communication regarding FTTH network deployment

In October 2023 the BIPT published a communication addressing the cooperation between competitors in the deployment of FTTH networks. Referring to the preliminary results of a study regarding the duplication of FTTH networks, the BIPT acknowledges that such duplication can have significant economic consequences, in particular regarding the profitability of such investments, in particular in less densely populated areas of Belgium. The communication puts forward a series of conditions to be met by cooperating parties and clarifies that no (draft) new broadband market analysis decision will be put forward until mid-May 2024, allowing parties to communicate any cooperation agreements so that BIPT can consider these in its market analysis.

2. Comments on the consolidated accounts prepared according to IFRS standards

The scope of consolidation includes the following companies: Orange Belgium S.A. (100%), the parent company, and Orange Belgium's subsidiaries: the Luxembourgian company Orange Communications Luxembourg S.A. (100%), IRISnet S.C.R.L. (28.16%), Smart Services Network S.A. (100%), Walcom Business Solutions S.A. (100%), A3COM S.A. (100% consolidated till 30 June 2023), A & S Partners S.A. (100%), BKM N.V. (100%), CC@PS BV (100% consolidated till 31 October 2023), VOO Holding S.A. (100%), VOO S.A. (100%), Applications Cable Multimedia (ACM) S.A. (100%), BeTV S.A. (100%), Wallonie Bruxelles Contact Center S.A (100%) and MWingz S.R.L. (50%).

Orange Belgium S.A. (the company's ultimate majority shareholder is Orange S.A.) is one of the main actors on the telecommunications market in Belgium and Luxembourg. Orange Belgium is listed on the Brussels Stock Exchange (OBEL).

Orange Communications Luxembourg

S.A., a company organized and existing under the laws of Luxembourg, was acquired as of 2 July 2007 by Orange Belgium S.A. The purchase concerned 90% of the shares of Orange Communications Luxembourg S.A. The remaining 10% of shares were acquired on 12 November 2008. The company has consolidated the results of Orange Communications Luxembourg S.A. for 100%, as of 2 July 2007.

IRISnet S.C.R.L. is a company constituted in July 2012 in collaboration with the Brussels authorities in order to take over the activities performed by the temporary association IRISnet, and is responsible for the operation of the Irisnet 2 optical fiber network and for the provision of fixed telephony, data transmission services (internet, e-mail) and other network related services (videoconferencing, video surveillance, etc.). The take-over of the activities took place on 1 November 2012. In this new legal structure, Orange Belgium S.A. contributed in cash for €3,450,000 equivalent to 345,000 shares out of the 1,225,000 shares issued by the company. Due to the deal structure, IRISnet S.C.R.L. is accounted for in the accounts using the equity method.

Smart Services Network S.A. (SSN)

is a Belgian company that distributes telecommunication and energy services including those of Orange Belgium and Luminus. SSN's route to market is based on the principle of multi-level marketing. SSN's network consists of more than 1,000 independent consultants. Smart Services Network S.A., a company organized and existing under the laws of Belgium, was created as of 30 September 2014. Orange Belgium S.A. contributed in cash for €999,900 equivalent to 9,999 shares out of the 10,000 shares issued by the company. Atlas Services Belgium S.A. contributed in cash for €100 equivalent to 1 share. In 2016, Orange Belgium S.A. contributed in cash in the capital increase of Smart Services Network S.A. for €700,000, equivalent to 7,000 shares. On 25 March 2022, the carried forwarded losses have been integrated in the capital of the company for an amount of €1,041,610.41 and a capital increase of €341,610.41 has been funded. After these transactions, the capital of the company amounts to €1,000,000.00.

Financial statements

Walcom Business Solutions S.A., a

company organized and existing under the laws of Belgium, was created as of 13 July 2017. Walcom Business Solutions S.A. specializes in the sales of telecommunication products and services for the professional market. Orange Belgium S.A. contributed in cash for €60,885 equivalent to 99 shares of the 100 shares issued by Walcom Business Solutions S.A. Walcom S.A., liquidated during the accounting year 2020, contributed in cash for €615 equivalent to 1 share. The results of Walcom Business Solutions S.A are fully consolidated by the company since 13 July 2017.

A3Com S.A. was already an exclusive Orange Belgium agent, specialized in telecommunications product sales and services for residential customers through a network of 12 Orange shops located in the Brussels region. A3Com S.A., a company organized and existing under the laws of Belgium, was acquired as of 30 September 2017 by Orange Belgium S.A. The purchase concerned 100% of the 630 shares of A3Com S.A. The results of A3Com S.A. are fully consolidated by the company since 1 October 2017. On 2 October 2023, A3COM S.A. merged into Orange Belgium S.A. with legal effect as of 1 July 2023.

A&S Partners S.A. also an existing Orange Belgium agent, provides telecommunications services to B2B customers within the Brussels region via a dedicated sales team of 35 professionals under the name of AS Mobility. A&S Partners S.A., a company organized and existing under the laws of Belgium, was acquired as of 30 September 2017 by Orange Belgium S.A. The purchase concerned 100% of the 620 shares of A&S Partners S.A. The results of A&S Partners S.A. are fully consolidated by the company since 1 October 2017.

Upsize N.V. (up to 30 June 2022) was a holding company that was acquired on 31 July 2019 for an enterprise value of €52,400,000.00. The purchase concerned 100% of the 60,000 shares of Upsize N.V. The results of Upsize N.V. have been fully consolidated by the company since 1 August 2019 till 30 June 2022.On 1 July 2022, Upsize N.V. has been merged with Orange Belgium S.A. As from that date the later became owner at 100% of BKM N.V.

BKM N.V. is a nationwide ICT integrator and a pioneer in cloud UCC solutions. Since 1 July 2022, Orange Belgium S.A. owns 100% of the 2,329 shares of BKM N.V. BKM N.V. has a solid track-record in the SME and CMA markets in Belgium. BKM N.V. has 220 specialist staff who work in four areas of expertise: Unified Communications & Collaboration (UCC) solutions; IT & security solutions; Document & Visual solutions; and Connectivity solutions. BKM merged with Orange Belgium S.A. on 1 March 2024, with legal effect as of 1 January 2024.

CC@PS BV provides document and visual solutions to SME customers via a team of 13 professionals, mainly in West Flanders. BKM N.V. owns 100% of the 750 shares of CC@ PS BV. CC@PS BV has left the consolidation scope with the sale of the company on 31 October 2023.

MWingz S.R.L. is a joint operation between Orange Belgium S.A. and Proximus S.A., each owning 50% of the company that will manage the unilateral and shared mobile radio access network of both shareholders. In 2019 both companies decided to build a shared mobile radio access network with the objective to meet customers' increasing demand for mobile network quality and deeper indoor coverage. The agreement will also allow a faster and more comprehensive 5G roll-out in Belgium. While sharing the common part of their mobile radio access networks, both companies will continue to have full control over their own core network and spectrum assets ensuring differentiated services. MWingz S.R.L. is a company organized and created under the laws of Belgium and was created as of 6 December 2019. Orange Belgium S.A. contributed in cash for €1 equivalent to 1 share out of the 2 shares issued by the Company. Proximus S.A. contributed in cash for €1 equivalent to 1 share. In April 2020, Orange Belgium did participate in the capital increase of MWingz S.R.L. for €1,599,999. Orange Belgium holds 50% of the shares of MWingz S.R.L. This company started the operational activities as from 1 April 2020.

VOO Holding S.A. is a holding company set up on 22 May 2023, owned by Orange Belgium (75% of shares-1) and Nethys (25% of shares +1). The company is organized and created under the laws of Belgium. The purpose of VOO Holding is the acquisition of participations or interests, by way of subscription, merger,… in other commercial or financial companies or real estate companies, including in companies active in the field of telecommunications.

VOO S.A. is a telecommunication operator organized and created under the laws of Belgium, with the following purposes : development and maintenance of optical fiber network, provision of all services to customers, design-creation and production of any audiovisual goods or services. On 2 June 2023, Orange acquired VOO S.A and its 100% subsidiaries.

WBCC S.A. is VOO's subsidiary, organized and created under the laws of Belgium. Main purposes : providing customers several telephone services, as assistance or help ;

providing also marketing and telemarketing services. On 2 June 2023, Orange acquired VOO S.A. and its 100% subsidiaries.

BeTV S.A. is VOO's subsidiary organized and created under the laws of Belgium, with the following purposes : television broadcast service intended for the public, by ensuring the programming, production, promotion, exploitation of these broadcasts. The exploitation concerns both the direct or indirect exploitation of the right to access the service, the marketing, publication or other, of the broadcast time, the exploitation of all derived rights or even any production or publishing operation. On 2 June 2023, Orange acquired VOO S.A. and its 100% subsidiaries.

ACM S.A. was organized and created under the laws of Belgium, owned by VOO and Brutélé. The purpose of ACM is the management of infrastructure and equipment relating to the interconnection and interoperability of cable distribution networks ; and the establishment and management of technical equipment necessary for interconnection. ACM no longer exists : merged into VOO S.A. with legal effect as of 1 January 2024.

Financial statements

2.1 Consolidated statement of comprehensive income

In €m	Reported FY 2022	Comparable FY 2022	FY 2023	Reported change	Comparable change
Revenues	1 391.2	1 672.2	1 749.5	25.8%	4.6%
Retail service revenues	1 009.5	1 275.7	1 355.1	34.2%	6.2%
Equipment sales	147.7	159.4	176.5	19.5%	10.7%
Wholesale revenues	210.2	213.1	190.9	-9.2%	-10.4%
Other revenues	23.8	24.0	27.0	13.3%	12.1%
EBITDAaL	373.7	449.8	451.3	20.8%	0.3%
% of Revenues	26.9%	26.9%	25.8%
Net profit (loss) for the period	58.2		-10.8
Earnings (Loss) per share (€)	0.97		-0.0
eCapex1	-220.0	-292.2	-304.1	38.2%	4.1%
% of Revenues	15.8%	17.5%	17.4%
Adjusted Operating cash flow2	153.7	157.7	147.2	-4.2%	-6.6%
Organic cash flow	-115.2		-182.1
Net financial debt	190.7		2 224.0

eCapex excluding licence fees. In 2022 Orange Belgium capitalized 253.6 millions
Adjusted Operating cash flow defined as EBITDAaL – eCapex excluding licence fees.

Revenues

Group revenues reached €1,749.5 million in 2023, up by 25.8% in comparison to last year. Retail service revenues amounted to €1,355.1 million, up by 34.2%, supported by convergent service revenues (+58.3%) and fixed revenues (+187.3%). Additionally, equipment sales, mobile service revenues and other revenues increased, while wholesale decreased.

Result of operating activities before depreciation and other expenses

EBITDAaL increased by 20.8% to €451.3 million driven by higher retail service revenues and supported by tough cost control despite inflation impacts. The margin decreased 1.1pt as it reached 25.8%.

Total operational expenses for the full year increased by 6% to €1,292.6 million. The following provides an overview of the different expenses:

Direct costs grew by 3.1% to €639.5 million
Labour costs grew by 5.3% to €215.6 million already importantly by higher salary indexation in 2023.
Indirect costs grew by 10.9% to €437.5million mainly driven by the effect of the inflation.

In €m	Reported FY 2022	Comparable FY 2022	FY 2023	Reported change	Comparable change
Direct costs	-574.0	620.5	639.5	11.4%	3.1%
Labour costs	-157.0	-204.7	-215.6	37.3%	5.3%
Indirect costs including RouA	-283.7	-394.5	-437.5	54.2%	10.9%
of which RouA	-53.7	-53.7	-59.5
	-1 014.8	-1 219.7	-1 292.6	24.7%	6.0%

Financial statements

Depreciation and other expenses

Depreciation and amortization increased from €246.5 million in 2022 to €333.3 million in 2023.

Impairment of goodwill

Goodwill is tested for impairment each year. Our testing in 2023 did not reveal any need to impair goodwill.

EBIT

EBIT decreased from €95.7 million in 2022 to €78.8 million in 2023.

Financial result

Net financial expenses increased from €14.1 million in 2022 to €81.0 million in 2023. The increase is mainly due to the financing of the VOO acquisition through an intragroup loan.

Taxes

Full-year tax expense decreased from €23.5 million in 2022 to €8.6 million in 2023 due to the decrease of taxable profit.

Net profit and earnings per share

The full-year net loss for year 2023 was €10.8 million. Earnings per share was null in 2023, compared to a profit per share of €0.97 for the previous restated year.

2.2 Consolidated statement of financial position

Assets

Goodwill has increased during 2023 with the goodwill paid for the VOO acquisition (before PPA allocation €888 million). The fair value adjustment on the intangible assets related to the acquired customer relationships (€115 million), the brand name (€16 million) combined with a decrease of capitalized expenses (-€11 million). The allocation to the tangible fixed assets amounts to €152 million and relates essentially to the network. Together with the deferred tax impact of the above-mentioned adjustments (€68 million), goodwill was reduced by €204 million.

No impairment losses were recorded in 2023. The carrying year-end value is €751.2 million.

Intangible assets mainly relate to mobile licenses and spectrum fees. The net carrying value at year-end was €907.2 million compared to €784.6 million at the previous year-end. The increase comes mainly from the PPA allocation of VOO.

Property, plant and equipment mainly

comprises network facilities and equipment. The net book value at year-end was €1,787.5 million compared with €644.6 million at 2021 year- end. The VOO acquisition causes the increase versus 2022.

Rights-of-use assets relate to the application of IFRS 16, decreased from €260.3 million to €200.8 million as of 31 December 2023.

Inventories increased by €25.9 million to €51.4 million, mainly due to the VOO acquisition.

Trade receivables increased from €166.4 million at the end of 2022 to €217.9 million as of 31 December 2023 mainly due to the VOO acquisition.

Other current assets and prepaid expenses increased by €27.8 million to €39.2 million in 2023, driven mainly by the VOO acquisition.

Other assets related to contracts with customers totaled €100.7 million, an increase of €29.1 million compared to 2022. This variation is due to the acquisition of VOO in combination with the evolution of the number of subsidized contracts and the increased in value of the subsidized offers.

Cash and cash equivalents increased by €11.8 million to €47.7 million at the end of 2023. More details on cash flows can be found in the cash flow statement.

Total equity and liabilities

Total equity decreased by €24.5 million to €664.5 million. The change in retained earnings (€24.5 million) results mainly from the net loss for the period (€10.8 million) and the variation of OCI.

Non-current liabilities increased from €557.1 million at the end of 2022 to €2,393.5 million at the end of 2023. The main drivers are: the intragroup financing of the VOO acquisition €1,843.7 million, the VOO other non-current liabilities €35.0 million the increase in the deferred taxes €57.1 million mainly as a result of VOO, the non-current derivative liabilities €9.4 million, partially offset by a decrease in IFRS 16 lease obligations €62.4 million.

Current liabilities increased to €1,067.6 million at the end of 2023 from €845.5 million at the end of 2022. This increase is mainly the lower fixed assets payable €179.2 million (spectrum payable in 2022), higher trade payable and other current liabilities mainly due to the VOO acquisition €59.4 million and €11 million respectively, the put option of Nethys on the remaining 25% and 1 share of VOO (€279.0 million), higher current employee benefits mainly due to VOO €21.5 million and increased VAT and tax liabilities partially related to VOO (€47.7 million).

Dividends

The Board of Directors will not propose a dividend or dividend authorization for the financial year 2023 at the Annual General Meeting considering the balance sheet impact of the acquisition of VOO.

Financial statements

2.3 Liquidity and capital resources

Cash flows

Orange Belgium uses Adjusted Operating cash flow and Organic cash flow as the main performance metrics for analyzing cash generation. The table below shows the reconciliation to EBITDAaL.

Operating cash flow is defined as

EBITDAaL less eCapex (excluding license fees). Operating cash flow decreased by -€6.5 million mainly due to an increase in investments of €84.1 million, partially offset by a higher EBITDAaL (+€77.6 million compared to 2022).

Organic cash flow measures the net cash provided by operating activities less eCapex and the repayment of lease liabilities, increased by proceeds from sale of property, plant and equipment and intangible assets and adjusted for the payments for acquisition of telecommunications licenses. Organic cash flow decreased from €-115.2 million to €-182.1 million, mainly explained by the interest paid in relation to the financing of the VOO acquisition in 2023.

Organic cash flow from telecom activities corresponds to the organic cash flow adjusted for the spectrum license acquisition. In 2023 this KPI amounted to €19.3 million compared to €105.3 million for the year ended 31 December 2022.

in €m	FY 2022	FY 2023
EBITDAaL	373.7	451.3
eCapex1	-220.0	-304.1
Adjusted Operating cash flow2	153.7	147.2
Net profit (loss) before the period	58.2	-10.8
Adjustments to reconcile net profit (loss) to cash generated from operations	392.5	497.6
Changes in working capital requirements	-25.3	-12.9
Other net cash out	-35.8	-96.7
Net cash provided by operating activities	389.5	377.3
eCapex and license fees	-473.6	-304.1
Increase (decrease) in fixed assets payables	20.5	-198.8
Repayment of lease liabilities	-51.6	-56.5
Organic cash flow	-115.2	-182.1
Elimination of telecommunication licenses paid	220.5	201.4
Organic cash flow from telecom activities	105.3	19.3

eCapex excluding license fees. In 2022 Orange Belgium capitalized 556.9 million.
Adjusted Operating cash flow defined as EBITDAaL – eCapex excluding license fees.

Net debt

Net debt at year-end was €2,224.0 million, compared to €190.7 million at the end of 2022. The increase is due to: intragroup financing of the VOO acquisition €1,723.6

million, Orange S.A. revolving credit facility €120.0 million and credit lines from banks, the put option of Nethys on its minority share €279.0 million and external financing of VOO €138.8 million. Intercompany short-term borrowing decreased to €10.4 million.

€m, period ended	31.12.2022	31.12.2023
Cash & cash equivalents
Cash	-35.9	-47.7
Cash equivalents	0.0	0.0
Total cash & cash equivalents	-35.9	-47.7
Financial liabilities
Intercompany short-term borrowing	104.7	10.4
Third parties short-term borrowing	1.1	57.7
Put option Nethys SA		279.0
Third parties long-term borrowing		81.0
Intercompany long-term borrowing	120.8	1 843.7
Total borrowings	226.6	2 271.8
Net debt (Financial liabilities minus cash and cash equivalents)	190.7	2 224.0

Financial statements

3. Orange Belgium S.A.'s statutory accounts 2023

The statutory income statement and balance sheet are presented on pages 135 to 137. As for the exhaustive annual accounts of Orange Belgium S.A., please refer to the Central Balance Sheet Office website (http://www. nbb.be/en).

Versus 31 December 2022, the main fluctuations can be described as follows:

Financial fixed assets – participations increased significantly versus year-end 2022 due to the participation into VOO Holding S.A., the holding vehicle created to host the split in ownership of the VOO Group between Orange Belgium S.A. and the minority shareholder, Nethys S.A. (836.9 million euros), partially set-off by the reversal of the A3COM S.A. participation following the merger effective as at 1 July 2023 (6.3 million euros).

Financial fixed assets – receivable

increased with 594.6 million euros versus year-end 2022 due to the combined effect of two new credit facility agreements granted to VOO Holding S.A. of respectively 540 million euros and 60 million euros, compensated by the 5.4 million euros reimbursement of an intercompany loan of Orange Communications Luxembourg S.A..

Other long-term loans increased during 2023 due to the financing of the VOO acquisition through an intra-group loan with Atlas Service Belgium S.A. (1,731.6 million euros).

Short-term other loans decreased with 100.1 million euros versus 31 December 2022 mainly as the result of the reimbursement of a intra-group loan of Orange S.A. (97.8 million euros).

Other short-term debts decreased by 192.5 million euros compared to year-end 2022 due amounts payable for the Spectrum licenses in 2022 (194.0 million euros), paid over the course of 2023.

Financial income increased by 28.1 million euros during 2023. It consists for the most part of the merger result in the amount of 28.1 million related to the Upsize N.V. merger with Orange Belgium S.A.

Financial charges increased by 34.4 million euros over the course of 2023 following increased financing from Atlas Service Belgium S.A. for the VOO acquisition.

4. Events after the reporting period

BKM-Orange merges into Orange Belgium

March 1st BKM-Orange merges into Orange Belgium to answer the growing demand of B2B customers for a single connectivity and ICT provider. As of today, BKM-Orange will continue under the flag of Orange Belgium. The merger strengthens Orange's customer experience excellence ambition, a fundamental pillar of its 'Lead the Future' strategy, by putting ICT needs at the heart of business customer propositions.

5. Outlook

The Company targets an EBITDAaL between €515m and €535m. Total eCapex in 2024 is expected to be between €365m and €385m.

6. Legal disputes

The following section summarizes Orange Belgium's legal disputes.

Telecom masts

Since 1997, certain municipalities and four provinces have adopted local taxes, on an annual basis, on pylons, masts or antennas erected within their boundaries. Orange Belgium continues to file fiscal objections against the tax assessment notices received concerning these taxes. These taxes are currently being contested in Civil Courts (Courts of First Instance - Tax Chamber and Courts of Appeal).

At beginning of 2021 the mobile operators concluded an agreement with the Walloon government for the period 2021-2022. Orange Belgium committed to pay an amount of 1.78 million euros over 2 years and to invest an incremental amount of 3.6 million euros in telecom infrastructure in the Walloon region in the period 2021-2022. An amount of €491,833.48 was paid in December 2021 to the Walloon region. This is the first tranche of €0.9 million from which the taxes received from local authorities for 2021 had been deducted.

After deduction of the local taxes levied for 2021 and 2022 to the second tranche of €446,625 of the protocol agreement, no contribution was due any more to the Walloon region in December 2022.

The contribution to be paid to the Walloon region in February 2023 was determined at the end of January 2023, considering all local 2021 and 2022 taxes levied and/or known by that date.

According to this analysis, the amount of local taxes exceeded the amount due to the Walloon Region on 15 February 2023 and could be deducted. Consequently, there was no contribution to be paid to the Walloon Region by 15 February 2023.

Access to Coditel Brabant (Telenet)'s cable network

After Orange Belgium paid the provision for the cable wholesale access set-up fees, Coditel Brabant (Telenet) failed to provide such access within the regulatory 6-month period. This, in combination to the lack of progress on the development of an effective wholesale service, prompted Orange Belgium to initiate legal action against Coditel/Telenet for breach of its regulatory obligations end of December 2016. As the implementation of a technical solution was still ongoing beginning 2018, the proceedings were put on hold. The case was reactivated and Telenet submitted briefs on 6 March 2020. Hearings took place in October 2021 and on 8 December 2021 the court decided that Telenet committed a fault because it did not respect the regulation on granting Orange Belgium access to its network. An expert was appointed to calculate the damages. The expert filed his report and his fees on 18 November 2022 before the court. Following the hearing on the procedural aspects of 18 September 2023, the Court decided to schedule the hearing on the substance on 30 September 2024 and 7 October 2024.

Euphony Benelux NV in bankruptcy

On 2 April 2015, Orange Belgium was summoned by the receivers of Euphony Benelux NV to a hearing on 17 April 2015 at the Brussels Commercial Court. The bankruptcy receivers claim that Orange Belgium should pay a provisional amount

Financial statements

of one (1) euro for overdue commissions as well as an eviction fee. In this context, the bankruptcy receivers claim that Orange Belgium should submit all relevant documents to allow the bankruptcy receivers to calculate the amounts claimed.

On 17 April 2018, the Court dismissed the claim relating to the eviction fee and appointed an expert for the claim relating to the overdue commissions. Orange Belgium has filed an appeal at the Brussels Court of Appeals. An introductory hearing took place and the Court of Appeals has set a calendar for the filing of trial briefs.

The case was handled before the Brussels Court of Appeals at the hearing of 3 October 2022. By judgment rendered on 25 October 2022, the Court declared the claim of airtime commissions as well as the claim of additional compensation completely unfounded. The Court left one point open as it decided it did not have sufficient information to address it and reopened the pleadings at the hearing of 24 April 2023, postponed to the hearing of 19 June 2023. As the bankruptcy receiver did not appear at this hearing, the president (again) postponed the case to the hearing of 26 September 2023. At this hearing, the case was set for pleadings at the hearing of 5 December 2023. The pleadings did take place on 5 December 2023. We are currently still awaiting the judgment.

Transitpoints – interconnection links

Telenet included in its regulated reference offer of 2014 a charge of 5.000€ per GB internet interconnect traffic capacity. The charges were not mentioned in any final regulatory price decision. This charge was not applied during 2014, 2015, 2016, 2017. Telenet only started charging this amount

as of 2018, for each transitpoint and each interconnect capacity increase. Orange Belgium systematically disputed the amounts charged for the transitpoints.

The May 2020 wholesale charges decision imposes only a charge of ~170€/month per 100 GB. Orange Belgium continued to refuse to pay any charges based on the old amounts. Telenet started a legal procedure before the enterprise court of Mechelen. On 22 April 2022 the enterprise court rejected almost fully the claim of Telenet by retaining an amount of 21.750 euro of Telenet's claim (i.e. only the amount for the monthly fees). Telenet lodged an appeal before the Court of Appeal of Antwerp.

The Court of Appeal fixed a calendar for exchanging briefs and a hearing has taken place on 13 March 2024.

7. Justification of the application of the going concern accounting principles

In view of Orange Belgium Group's financial results of the financial year ending 31 December 2023, the company is not subject to the application of article 3:6 §1 (6°) of the Belgian Code of Companies and Associations relating to provision of evidence of the application of the going concern accounting rules.

The loss recorded in the 2023 exercise by Orange Belgium Group is mainly due to the financial costs and non-recurring expenses linked to the VOO acquisition. This will be compensated over the following exercises by the numerous initiatives aimed at increasing the top line and realizing the synergies between both companies

8. Other disclosures require in accordance with art. 3:6 and 3:32 of the Belgian Code of Companies and Associations

Art 3:6 §1.1 – To anticipate, prevent and address mayor risks, Orange Belgium has put in place a structure, procedures and systems with the aim of implementing measures and if necessary dedicated action plans. The goal is to provide reasonable assurance in front of the Audit Committee about the company's resilience and its ability to meet its objectives and fulfill its commitments.

Therefore, the corporate risk map has been updated in 2023 taking into account the external context (geopolitical situation in Eastern Europe, macro-economic factors such as energy prices and inflation, legal and regulatory market conditions), as well as internal factors (acquisition of VOO, major business interruptions, health and safety of our people, among others). For an exhaustive list of our risk clusters, please refer to Risk Management section in the Corporate Governance chapter of this Annual Report..

Art 3:6 §1.3 – We can expect some market evolutions during the course of 2024 and beyond that may influence the competitive landscape. The evolutions expected are the new mobile entrant, and a new telecom player in the south of the country.

Art 3:6 §1.4 – Research and development: activities are carried out in this respect and especially in the field of the cable. Orange Belgium developed a patent and benefits from fiscal deductions due to its R&D activities.

Art 3:6 §1.5 – info on branches not applicable as we have subsidiaries and no branches.

Art 3:6 §1.7 – Treasury shares: absence of Treasury shares.

Art 3:6 §1.7 – Use of financial instruments: reference should be made to note 9 of the IFRS financial statements.

Art 3:6 §4/ Art 3:32 §2 – Non-financial information disclosure. In accordance with Art 3:6 §4 and Art 3:32 §2, Orange Belgium S.A. is exempted from the obligation to prepare and disclose the non-financial information since it is also a subsidiary of Orange S.A. who prepares a consolidated Board of Directors' annual report in accordance with the applicable EU directive.

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Corporate Governance Statement

Financial statements

Corporate Governance Statement

1. Introduction

Orange Belgium adopted the 2020 Belgian Corporate Governance Code (the "CGC") as its compulsory reference code as defined by the Belgian Code of Companies and Associations. It is available on the Corporate Governance Committee website (http://www. corporategovernancecommittee.be). The application of the principles of the CGC takes into account the company's specificities, its size, needs and ownership structure.

Orange Belgium's Corporate Governance Charter (the "Charter"), in its current version, has been approved by the Board of Directors on 19 July 2023 and became effective on the same date. It is available on Orange Belgium's website (https://corporate.orange.be/en/ financial-information/corporate-governance). This Charter describes the main aspects of the company's corporate governance, including its governance structure and the internal rules of the Board of Directors, the Executive Management, and committees set up by the Board of Directors.

The Company considers that its Charter as well as this Corporate Governance Statement reflect both the spirit and the provisions of the CGC and the relevant provisions of the Belgian Companies and Associations Code,

with the exception of the three following deviations, as detailed in Appendix VI of the Charter:

Remuneration of Non-Executive Directors

Article 7.6 of the CGC stipulates that each non-executive director receives a part of his remuneration under the form of shares of the Company. The Board believes nonetheless that it is in the best interest of the Company and its stakeholders to deviate from this provision for the following reason:

The remuneration policy of the non-executive directors is in first instance based on the will to attract, motivate and keep qualified directors having the profile and experience required for business administration. In order to achieve that, the Company operates a transparent remuneration policy in line with market standards and taking into account the scale, the organization and the complexity of the Company. No performance related remuneration in connection with the performance of the Company is anticipated for non-executive directors, in accordance with article 7.5 of the CGC.

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Financial statements

In order to avoid that the non-executive directors, among which the independent directors, would be overly influenced by the stock market price of the Company's share, the Company has decided not to grant a part of their remuneration under the form of shares of the Company. The Company believes that this deviation to the CGC allows the nonexecutive directors to be the guardians of the legitimate interests of all stakeholders of the Company and to focus on its long-term perspectives. The Company underlines that the directors (executive and non-executive) belonging to Orange Group exercise their mandate free of charge and that the latter act as well in the best interests of the Company and in a perspective of sustainable value-creation for the shareholders and the stakeholders as a whole. Moreover, the remuneration policy (as described in the Remuneration Report that is submitted to the approval of the General Meeting) has never generated any issues or has never resulted in arbitration or adverse behaviour. It allows to achieve a balance between the various underlying objectives of the CGC as a whole.

Ownership Threshold for Executive Management

Article 7.9 of the CGC stipulates that the Board determines a minimal ownership threshold that the managers (i.e. the members of the Executive Management) should hold. The Board believes nonetheless that it is in the best interest of the Company and its stakeholders to deviate from this provision for the following reason :

The remuneration policy of the Executive Management is in first instance based on the will to attract, motivate and keep qualified executive managers having the profile and experience required for operational business management. In order to achieve

that, the Company operates a transparent remuneration policy in line with market standards and taking into account the scale, the organization and the complexity of the Company. The various components of the remuneration of the Executive Management are described in the Remuneration Report. In accordance with article 7.7 of the CGC, the Board ensures that there is an appropriate balance between fixed and variable remuneration, and cash and deferred remuneration.

In order to match the interests of the executive managers to the objectives of sustainable value-creation, the variable part of the remuneration is structured to link reward to individual performance and to the overall performance of the Company. As the remuneration policy of the Executive Management already had the ambition to remunerate the members of the Executive Management in relation to the short-term performance and the realization of the longterm strategic ambitions of the Company, the Board has decided not to impose to the members of the Executive Management to keep, in addition, a minimal amount of shares. Such an obligation would only add little added value compared to the remuneration policy already put in place and the monitoring hereof could in addition create useless administrative burden.

The Board believes therefore that the current remuneration policy (as described in the Remuneration Report that is submitted to the approval of the General Meeting) already encourages the Executive Management sufficiently to act in the best interests of the Company and in a perspective of sustainable value-creation and that it allows to achieve a good balance between the various underlying objectives of the provision and of the CGC as a whole.

Appointment of independent members of the Board

Article 3.5. of CGC stipulates that in order to be appointed as an independent member of the Board, a director must satisfy a number of criteria, of which:

a) not have served for a total term of more than twelve years as a non-executive member (article 3.5.2);
b) not maintain, nor have maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management of a company or person who maintains such a relationship (article 3.5.6).

At the General Meeting of 3 May 2023, the Board nevertheless considered that it was in the best interests of the Company and its stakeholders to deviate from these provisions for the following reasons:

a) the candidacy of an independent director has been presented for renewal for a term that resulted in the twelve-year term being exceeded for one year. The Board has considered that this extension was justified by the need to ensure continuity among the independent directors during a complex integration period. The independent director's mandate was renewed by the shareholders, with full knowledge of the facts and in full transparency.
b) the candidacy of an independent director has been presented for appointment even though this candidate was a director of Orange S.A. during the previous year. The Board has considered that his experience, his sector expertise and the independence of mind that he has demonstrated in the exercise of his mandates would make

a useful contribution to the work of the Board. The independent director was appointed by the shareholders, with full knowledge of the facts and in full transparency.

2. Risk Management and Internal Control

A comprehensive, consistent and integrated risk management approach is in place to capitalize on synergies between Audit, Control and Risk functions at all levels of the organization. This approach aims to provide reasonable assurance that operating and strategic targets are met, that current laws and regulations are complied with, and that the financial information is reliable.

Risk management

The framework and the process of risk management, as well as the organization and the responsibilities relating to it are formalized in a charter as well as a risk map, validated by the Executive Management and approved by the Audit Committee and the Board of Directors. Business and operational key players in the different departments are responsible for the identification, analysis, assessment, and treatment and coverage. The company risk map is approved at least once a year by the Executive Management and submitted to the Audit Committee for overall assessment of approach and methodology.

Today, this risk map includes, but is not limited to, the following risk clusters:

Geopolitical and macro-economic instability
Macro-economic direct instability (inflation)
Reputational damage

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Financial statements

Breach of integrity and confidentiality of data and information
Corruption and international economic sanctions ethical breach
Frauds
Damage to property or other assets
Destabilization by a disruptive business model or innovation
Health and safety of people
Errors and financial prejudices
Investment management
Management of key or rare skills
Major business interruption
Non-compliance with laws or regulations
Key partnership underperformance
Governance and subsidiaries management
Regulatory and legal pressure

In the context of mergers and acquisitions, a specific focus on risk and opportunities linked to VOO was presented on a regular basis in 2023 to the Audit Committee as well as to the Board of Directors.

Internal control environment and control activities

To address and manage risks, an internal control approach and framework has been deployed for many years at Orange Belgium. It covers aspects such as governance, delegations of powers and signatures, policies, processes, procedures, segregation of duties and controls to ensure selected risk treatments (retain, reduce, transfer, avoid) are effectively carried out.

Through its vision, its mission and its values, Orange Belgium Group defines its corporate culture and promotes ethical values that are reflected in all its activities. There is a charter of professional ethics at company

level and a section of the company's intranet, accessible to all employees, that is dedicated to compliance, ethics, corporate social responsibility and to the company culture in general. Within the framework of promoting ethical values, a professional warning system allows for reporting confidential information intended to strengthen the control environment.

The human resources management and the social responsibility of the company are described in the corporate brochure of the annual report. The management and control of the company and the functioning of the management bodies are detailed in the declaration of corporate governance contained in the annual report as well as in the company's articles of association. This corporate governance covers in particular the responsibilities of these bodies, their internal regulations as well as the main rules to be respected in the management of the company.

The control activities are carried out firstly by the functional or operational managers under the supervision of their supervisors. All major processes and the controls that they encompass are formalized. As part of the Orange Group, this internal control environment ensures conformity with the American Sarbanes-Oxley Act and Sapin II law requirements that must be complied with at Orange Group level.

All documentation is regularly reviewed and duly updated. Specific functions of assurance (i.e. fraud, revenue assurance, data privacy, security, business continuity and crisis management), compliance and audit (i.e. 'Internal Audit') have also been set up.

The budget control covers not only the budget aspects, but also key performance indicators. In order to ensure adequate

financial planning and follow-up, a financial planning procedure which describes planning, quantification, implementation and review of the budget in alignment with the periodical forecasts, is closely followed up.

Information and communication

The company maintains transparent communication towards its employees, in conformity with its values and based on a multiple system integrating in particular its intranet and periodical presentations by the Executive Management at different levels.

Advanced data processing and control processes ensure reliable information is made available in a timely manner, in particular financial reporting.

Orange Belgium Group aspires to be open and transparent in its disclosure to the public, shareholders, customers, employees and other stakeholders. The company publishes detailed financial reports providing a comprehensive set of key performance indicators and financial statements for each business segment. These results are made available to the press and to the investor and financial analyst community during dedicated meetings (conference calls/webcasts/p hysical meetings). The provided information is accessible to all and available on the company's website (https://corporate. orange. be).

Monitoring

In addition to the front-line control activities, specific functions of assurance, compliance and audit are in place to ensure the internal control environment is constantly assessed. Internal Audit reports to the Audit Committee to ensure it can carry out its assignments with independence and impartiality.

The Audit Committee monitors the responsiveness to audit engagements and the follow-up of (corrective) action plans. The Audit Committee also monitors and controls the reporting process of the financial information disclosed by the company and its reporting methods. To this effect, the Audit Committee discusses all financial information with the Executive Management and with the external auditor and if required, examines specific issues with respect to this information.

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Financial statements

3. Shareholders

The following table shows Orange Belgium's shareholder structure as at 31 December 2023, as evidenced by the notifications received pursuant to article 14, al. 4 of the Law of 2 May 2007:

Atlas Services Belgium – an Orange S.A. wholly-owned subsidiary – is Orange Belgium's main shareholder.

In compliance with Belgian legal regulations on transparency as regards notification of shareholding thresholds of listed companies, Orange Belgium sets notification thresholds at 3%, 5% and multiples of 5%.

Situation 31.12.2023 (based on Transparency Declarations)

Shareholders' structure based on declarations	date declaration	# voting rights notified	% owned****
ASB*	26/05/2021	46,191,064	76.94%
TFG Asset Management UK LLP**	17/02/2023	6,255,151	10.43%
Free float			12.63%
Total			100.00%

* The position notified includes 69,657 treasury shares held by Orange Belgium (which have been cancelled on 23 July 2021)

** TFG Asset Management owns 1,692,630 shares and 4,562,521 equivalent financial instruments

**** Percentage owned has been calculated based on the new number of shares after cancellation of treasury shares (59,944,757)

Notification in compliance with the law on takeover bids

On 24 August 2009, the company received a notification from its ultimate parent company Orange S.A. pursuant to Article 74 §7 of the law of 1 April 2007 concerning takeover bids. This notification detailed Orange S.A.'s ownership of Orange Belgium.

As at 24 August 2009, Orange S.A. held indirectly 31,753,100 Orange Belgium shares.

The chain of control was reconfirmed on 1 July 2013 after an internal restructuring of the Orange Group.

As a result of a public takeover bid launched in 2021, Orange S.A. increased its indirect ownership to 46,191,064 Orange Belgium shares and notified Orange Belgium thereof on 26 May 2021.

The organization chart below illustrates Orange Belgium's corporate structure as at 31 December 2023.

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Financial statements

4. Relevant information as provided by Article 34 of the Royal Decree of 14 November 2007

Capital structure – special control rights

The share capital of Orange Belgium is represented by 59,944,757 shares without nominal value, each representing an equal share of the capital. The shares are registered or dematerialised.

There are no specific categories of shares and all shares have the same voting rights with no exceptions.

The principle of the company has always been to respect the rule "one share, one vote". The company has decided not to make use of the option offered by article 7:53 of the Code of Companies and Associations to grant a double voting right to fully paid-up shares that are registered in the share register for at least two years without interruption in the name of the same shareholder.

Transfer of shares

No specific restrictions have been placed on the free transfer of shares other than those set out by law.

Control mechanism in employee stock plan when control right not directly exercises by employees

Not applicable.

Exercise of voting rights

No legal or regulatory restrictions are placed on the exercise of voting rights as regards the company's shares.

Shareholder agreements

Orange Belgium is not aware of any shareholder agreements which could restrict the transfer of shares and/or the exercise of voting rights.

Appointment, renewal, resignation and dismissal of directors

The directors are appointed or re-appointed by the General Meeting upon proposal by the Board of Directors, which takes into consideration the proposals made by the Remuneration and Nomination Committee and by those shareholders holding at least 3% of the share capital. The directors are generally appointed for a period that does not exceed four years in accordance with the recommendation of article 5.6 of the CGC; their mandate can be renewed by a resolution of the General Meeting. Any renewal is analysed by reference to the principles set out in the CGC.

If a directorship becomes vacant during the term of office, the remaining directors have the right to appoint a replacement director, on the recommendation of the Remuneration and Nomination Committee. The final appointment of the director is submitted to the next General Meeting for approval.

The directors may be dismissed at any time by the General Meeting.

Modification of the Articles of Association

The General Meeting may only deliberate on and decide to amend the articles of association when the changes proposed are set out specifically in the notice convening the General Meeting, and when the shareholders present or represented by proxy, represent at least half the capital. If the latter condition is not met, a second General Meeting must

be convened which shall validly deliberate and decide, regardless of the share of capital represented by the shareholders present or represented by proxy.

The modification shall only be accepted if approved by three quarters of the votes cast, not counting abstentions. A modification of the company purpose shall only be accepted if approved by four fifths of the votes cast.

Powers of the Board of Directors, in particular to issue and buyback shares

The Board of Directors is not empowered to issue new shares as long as the company does not make use of the authorised capital procedure.

The Extraordinary General Meeting of 6 May 2020 has, in accordance with and within the limitations set out in the Code of Companies and Associations, authorised the Board of Directors to acquire own shares of the company, by purchase or exchange, on or outside the regulated market.

The company may only acquire shares of the company if it does not hold more than 20% of its own shares. The purchase price shall not be less than eighty-five per cent (85%) or more than one hundred and fifteen per cent (115%) of the average closing price on the regulated market on which the shares were admitted during the 5 working days preceding the purchase or exchange. This authorisation shall remain valid for a period of five (5) years as from 6 May 2020.

This authorisation extends to the acquisition (by purchase or exchange) of shares of the company by a direct subsidiary company, in accordance with article 7:221 and following of the Code of Companies and Associations and under the conditions laid down in those provisions.

The Board of Directors is also authorised to alienate or to cancel the own shares. This authorisation extends to the cancellation of the shares of the company acquired by a direct subsidiary as well as to the alienation of the company's shares by a direct subsidiary company at a price determined by the Board of Directors of the latter. The Board of Directors of the company is also authorised to have the cancellation of own shares of the company recorded by a notary public, and to amend and co-ordinate the articles of association in order to bring them in line with the relevant decisions.

Significant agreements that may be impacted by a change of control of the company

Agreements to which the company is a party and which are covered by Article 7:151 of the Code of Companies and Associations, where applicable, are presented and approved by the Special General Shareholders Meeting.

Agreements providing for compensation in the event of a public takeover bid

There are no specific agreements between the company and the members of the Board of Directors or the personnel which provide for compensation in the event of a public takeover bid.

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Financial statements

5. Composition and functioning of the Board of Directors and its Committees

The rules governing the structure, composition, functioning role and assessment of the Board of Directors and of its Committees are set out in the Charter. The internal rules of the Board of Directors (Appendix I), the Audit and Risk Committee (Appendix III) and the Remuneration and Nomination Committee (Appendix IV) are attached to the Charter.

The company opts for a one-tier governance structure: the Board of Directors has the power to accomplish all required or useful acts in order to achieve the corporate purpose of the company, except for those acts that are reserved by law to the General Meeting. The operational management of the company, including without limitation the daily management, is carried out by the Executive Management (see section 6 below).

Board of Directors

Structure and composition

The Board of Directors is comprised of a reasonable number of directors enabling its effective functioning, while taking into account the specificities of the company.

As at 31 December 2023, the Board of Directors consisted of 12 members:

11 of the 12 members of the Board of Directors are non- executive directors;
among the non-executive directors 4 directors are independent;
4 members of the Board of Directors are women;
There is no age limit within the Board of Directors.

Name Function Main function Born Nationality End of mandate

The composition of the Board of Directors is determined on the basis of diverse and complementary competencies, experience and knowledge, as well as on the basis of gender and age diversity and diversity in general. In particular, the composition of the Board of Directors must be such that the Board of Directors, as a whole, possess the following competencies:

(i) "generic competencies", namely in the field of finance, accounting, governance, management and organization; and
(ii) "industry specific competencies", namely in the field of operations, technology, distribution, etc.

During 2023, the following changes occurred within the Board of Directors:

The mandates of the following directors were renewed for a term of four years by the Ordinary General Meeting of Shareholders of 3 May 2023: Mr Matthieu Bouchery, Mrs

Clarisse Heriard Dubreuil, Mrs Mari-Noëlle Jégo-Laveissière, K2A Management and Investment Services BVBA represented by Mr Wilfried Verstraete, Leadership and Management Advisory Services SRL represented by Mr Grégoire Dallemagne , Mr Christian Luginbühl, Mr Xavier Pichon, The House of Value – Advisory & Solutions BV represented by Mr Johan Deschuyffeleer and Mr Jean-Marc Vignolles.

The mandate of Société de Conseil en Gestion et Stratégie d'entreprises SPRL represented by Mrs Nadine Rozencweig-Lemaitre expired at the Ordinary General Meeting of Shareholders of 3 May 2023 and was not renewed.
Mrs Caroline Guillaumin, Mrs Inne Mertens and Mr Bernard Ramanantsoa were appointed by the Ordinary General Meeting of Shareholders of 3 May 2023 for a term of four years.

The House of Value – Advisory & Solutions (5)	Director/Chairman	Director of companies	n/a	Belgian	AGM 2027
X. Pichon (1)(2)	Executive director	CEO-Orange Belgium	1967	French	AGM 2027
K2A Management and Investment Services (3)(6) Independent director		Director of companies	n/a	Belgian	AGM 2027
C. Heriard Dubreuil (1)	Director	Head of Finance & Strategy Europe – Orange S.A.	1973	French	AGM 2027
Ch. Luginbühl (1)	Director	Senior VP Governance & Large Projects – Orange S.A.	1967	Swiss	AGM 2027
J-M. Vignolles (1)	Director	COO Europe – Orange S.A.	1953	French	AGM 2027
M.-N. Jégo-Laveissière (1)	Director	Deputy CEO Europe – Orange S.A.	1968	French	AGM 2027
M. Bouchery (1)	Director	Head of Group Finance and Treasury – Orange S.A. 1978		French	AGM 2027
Leadership and Management Advisory Services (LMAS) (3)(4)	Independent Director	Director of companies	n/a	Belgian	AGM 2027
C. Guillaumin (1)	Director	Executive VP of Communication for the Group – Orange S.A.	1965	French	AGM 2027
I. Mertens (3)	Independent Director	Director of companies	1974	Belgian	AGM 2027
B. Ramanantsoa (3)	Independent Director	Director of companies	1948	French	AGM 2027

(1) Directors who represent the majority shareholder (Atlas Services Belgium).
(2) Director in charge of the daily management since 1 September 2020.
(3) The independent directors have signed a declaration stating that they comply with the criteria of independence mentioned in the Code of Companies and Associations.
(4) The company Leadership and Management Advisory Services (LMAS) is represented by Mr Grégoire Dallemagne.
(5) The company The House of Value Advisory & Solutions is represented by Mr Johan Deschuyffeleer.
(6) The company K2A Management and Investment Services is represented by Mr Wilfried Verstraete.

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Functioning and role

The Board of Directors meets at least four times a year.

Non-executive directors meet at least once a year without the CEO and the other executive directors (where applicable), in compliance with Article 3.11 of the CGC.

The Board of Directors may only deliberate validly if at least half its members are present or represented. The decisions are adopted by a simple majority of the votes cast.

The Board of Directors met 8 times in 2023. Each director's individual attendance rate is presented in the table below. During the year, the Board of Directors' discussions, reviews and decisions focused on:

the company's strategy and structure
the budget and financing
the operational and financial situation
the commercial results
the acquisition of VOO (EC clearance and closing)

the integration of VOO

the contribution by Nethys of its VOO Holding stake in the Company, launching of the conflict of interests procedure of art. 7:97 of the Code of Companies and Associations
the evolution of the regulatory framework
the risk management
the assessment of the audit committee
the management of distribution channels
the development of the B2B division
the development of 5G / fibre network
the auction on existing and new spectrum, arrival of new entrants
the branding and the communication
the reform of social tariffs related to telephony and internet
the economic situation, inflation, energy supply
the appointment of the new statutory auditor
the composition of the Board (renewals, new mandates, appointment Chairman and Vice-Chairman)
the mergers of A3Com and BKM
Orange S.A. SOX certification, ESG reporting

There were no transactions or contractual relationships in 2023 between the company and its Board members giving rise to conflicts of interests in the sense of Article 7:96 of the Code of Companies and Associations.

Function	09.02	23.03	21.04	24.05	13.06	20.07	19.10	24.10	14.12
Director/ Chairman	P	R	P	P	P	P	P	P	P
Independent director	P	P	P	P	R	P	P	P	P
Independent director/ Vice-chairwoman	P	R	P	NA	NA	NA	NA	NA	P
Director	P	P	P	P	P	P	P	P
Director	P	P	P	P	P	P	P	P
Independent director	P	P	P	P	P	P	P	P	P
Director	P	P	P	P	P	P	P	P	n/a
Director	P	P	R	R	P	P	P	P	P
Director	P	P	P	R	P	P	P	P	P
Director/Vice-chairman	P	P	P	P	P	P	P	P	R
Director	NA	NA	NA	P	R	P	R	P	P
Independent Director	NA	NA	NA	P	P	P	P	P	P
Independent Director	NA	NA	NA	P	P	P	P	P	P

P: Present (in person or by call) R: validly represented E: excused

Management

Financial

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Financial statements

Evaluation

The Board of Directors is responsible for a periodic evaluation of its own effectiveness with a view to ensure a continuous improvement in the governance of the company.

In this respect, and under the lead of the Chairman of the Board of the Directors, the Board of Directors must regularly assess (at least once every three years) its size, composition, performance and interaction with the Executive Management. The last assessment has been realized in 2021.

This evaluation process has four objectives:

assessing the operation of the Board of Directors;
checking that the important issues are thoroughly prepared and discussed;
evaluating the actual contribution of each director to the work of the Board of Directors, by his or her attendance at the Board of Directors and Committee meetings and his or her constructive involvement in discussions and decision- making;
comparing the Board of Directors' current composition against the Board of Directors' desired composition.

In order to enable periodic individual evaluations, the directors must give their full assistance to the Chairman of the Board of Directors, the Remuneration and Nomination Committee and any other persons, whether internal or external to the company, entrusted with the evaluation of the directors. The Chairman of the Board of Directors, and the performance of his or her duties within the Board of Directors, must also be carefully evaluated.

The non-executive directors must assess, on an annual basis, their interaction with the Executive Management and, if necessary, make proposals to the Chairman of the Board of Directors with a view to facilitating improvements.

Based on the results of the evaluation, the Remuneration and Nomination Committee, where appropriate and possibly in consultation with external experts, submits a report commenting the strengths and weaknesses of the Board of Directors and makes proposals to appoint new members or not to re-elect certain members.

Board Committees

With a view to the efficient performance of its duties and responsibilities, the Board of Directors has set up special committees to analyse specific issues and to advise and report to the Board of Directors on those issues. These committees have an advisory role.

The Charter presents 2 special committees:

Audit and Risk Committee
Remuneration and Nomination Committee

These two committees are also foreseen in the company's articles of association.

The Board of Directors pays particular attention to the composition of each of its committees to ensure that in appointing the members of each committee, the needs and qualifications that are required for the optimal operation of that committee are taken into account.

Under the lead of its Chairman, the Board must regularly assess (at least once every three years), the operation of each committee and, in particular, its size, composition and performance. This assessment serves the same four objectives as those set out above to assess the Board of Directors.

Audit and Risk Committee

The Audit and Risk Committee (the "Audit Committee") is comprised of at least three directors at all times. All members of the Audit Committee must be exclusively non-executive directors and the majority of them must be independent directors.

As at 31 December 2023, the Audit Committee is comprised of three directors: Mr. Bernard Ramanantsoa, Mrs. Clarisse Heriard-Dubreuil and Leadership and Management Advisory Services (represented by Mr. Grégoire Dallemagne).

Pursuant to Article 3:6, §1 (9°) of the Code of Companies and Associations, the company must justify the independence and expertise, in both accounting and audit matters, of at least one of the members of the Audit Committee. Mr. Grégoire Dallemagne, independent director, is the Audit Committee member who meets the independence criteria pursuant to Article 3.5 of the CGC. His expertise in audit and financial matters is endorsed by an extensive career in the telecoms industry as well as the energy sector.

The Audit Committee is responsible for preparing a long-term audit program covering all company activities. Without prejudice to additional roles that the Board of Directors may assign the Audit Committee, its role is to assist the Board of Directors in its responsibilities with respect to:

monitoring of the financial reporting process
monitoring of the effectiveness of the internal control and risk management systems
review of the budget proposals presented by the management
monitoring of internal audit and its effectiveness
monitoring of the statutory audit of the financial reports
monitoring of the financial relations between the company and its shareholders
review and monitoring of the independence of the external auditor

The Audit Committee must convene whenever necessary for the proper operation of the Committee, and in any event at least four times a year and regularly reports to the Board of Directors. The Committee met 5 times in 2023.

Members of the Audit and Risk Management Committee	Function	8.02	19.04	18.07	17.10	13.12
B. Ramanantsoa	Independent Director/ Chairman	NA	NA	P	P	P
SOGESTRA (N. Lemaitre-Rozencweig)	Independent Director/ Chairwoman	P	P	NA	NA	NA
Leadership and Management Advisory Services (G. Dallemagne)	Independent Director	P	E	P	P	P
C. Heriard Dubreuil	Director	P	P	P	P	P

P: Present (in person or by call), E: Excused

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Financial statements

In 2023, the main subjects discussed by the Audit Committee were:

annual evaluation of the committee's functioning
periodical financial, budget and activity reports
internal control, including qualitative aspects
internal audit (plan, activities, reports and conclusions)
assessment of the external audit and report of the statutory auditor
risk management (annual security plan, cartography of important risks and events, corruption risk map and compliance action plan)
annual review and report on "Fraud & Revenue Assurance"
monitoring ACR (Audit, Internal Control and Risk) recommendations, update ACR Charter, ACR team recruitment
GDPR and data security
annual report on ethics, compliance and litigation, data privacy status
closing of VOO acquisition
Orange S.A. SOX certification
upcoming ESG reporting

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is comprised of at least three directors at all times. All members of the Remuneration and Nomination Committee must be exclusively non-executive directors and the majority of them must be independent directors.

As at 31 December 2023, the Remuneration and Nomination Committee is comprised of five directors: The House of Value – Advisory Solutions (represented by Mr. Johan Deschuyffeleer), Mrs. Inne Mertens, Mr. Christian Luginbühl, K2A Management Investment Services (represented by Mr. Wilfried Verstraete) and Leadership and Management Advisory Services (represented by Mr. Grégoire Dallemagne).

The Remuneration and Nomination Committee, which has the necessary competencies in respect of remuneration policy, is responsible for assisting the Board of Directors in defining a remuneration policy for the company's directors and Executive Management. Every year, it prepares a remuneration report for the Board of Directors. The Remuneration and Nomination Committee must convene whenever necessary for the proper operation of the committee, and in any event at least twice a year. The committee met 6 times in 2023.

In 2023, the main subjects discussed by the Remuneration and Nomination Committee were:

drafting and analysis of the remuneration report
endorsement of the performance bonus (short and long term)
annualization of the bonus
appointment Chief Technology Officer Fixed Network
appointment Chief People Officer
composition of the Board of Directors and advice on the nomination of the independent directors
HR stream VOO integration

Function	8.02	20.02	26.05	17.07	24.08	13.12
Director/ Chairman	P	P	P	P	P	P
Independent director	P	P	P	P	P	P
Independent director	P	P	NA	NA	NA	NA
Independent director	P	P	P	P	P	P
Director	P	P	P	P	P	P
Independent director	NA	NA	P	P	P	P

P: Present (in person or by call), E: Excused

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Committee of independent directors created in the framework of the procedure of Article 7:97 of the Code of Companies and Associations

The committee of independent directors has been created in the framework of the application of the conflict of interests' procedure of Article 7:97 of the Code of Companies and Associations. Reference is made to section 10 below of this corporate governance statement for further detail.

This committee met 3 times in 2023.

Members of the Committee of Independent directors	Function	11.12	15.12	20.12
K2A Management and Investment Services (W. Verstraete)	Independent director	P	P	P
Leadership and Management Advisory Services (G. Dallemagne)	Independent director	P	P	P
I. Mertens	Independent director	P	P	P

P: Present (in person or by call), E: Excused

6. Composition and functioning of the Executive Management

The rules governing the structure, composition, functioning, role and assessment of the Executive Management are detailed in the Charter. The Executive Management's internal rules are presented in the appendices (Appendix II).

Executive Management

Structure and composition

The Executive Management of the company comprises the CEO and all persons who directly report to him and that head a department of the company. The appointment of the members of the Executive Management is submitted to the Board of Directors for prior approval, on the recommendation of the Remuneration and Nomination Committee.

As at 31 December 2023, the Executive Management is comprised of 11 members:

Functioning and role

The Executive Management is responsible for managing the company by supporting the CEO in the daily management of the company and in the performance of his or her other duties. Generally, the Executive Management meets weekly, or whenever necessary for the proper operation of the Executive Management and the company.

Executive Management 2023	Function
Xavier Pichon	Chief Executive Officer
Antoine Chouc	Chief Financial Officer
Werner De Laet	Chief Enterprise & Innovation Officer
Paul Marie Dessart	Secretary General
Javier Diaz Sagredo	Chief IT Officer
Christophe Dujardin	Chief Consumer Officer
Stefan Slavnicu	Chief Technology Officer Mobile Network
Bart Staelens	Chief Transformation & Customer Experience Officer
Isabelle Vanden Eede	Chief Brand, Communica tion & ESG Officer
Jelle Jacquet	Chief People Officer
Philippe Toussaint	Chief Technology Officer Fixed Network

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7. Diversity Policy

Orange Belgium values diversity, equity and inclusion and implements various criteria in its selection processes to account for age, gender, educational background as well as professional experience.

The composition of the Board of Directors and of the Executive Management is determined on the basis of diverse and complementary competencies, experience and knowledge.

With respect to gender diversity, when a directorship is available, the company makes the best effort to present candidates of both genders to ensure that at least one-third of the Board members are of different gender than the other members. The Board of Directors currently has four female directors out of a total of 11.

In the framework of the legislation regarding the publication of information with respect to DEI (Diversity, Equity and Inclusion), the company's DEI policy will be further developed and monitored by the Board of Directors. During the year, Orange Belgium further aligned its DEI approach with Orange S.A.'s approach.

During 2023 we focused on further embedding DEI in our strategic ambitions. DEI is now part of our lead the future strategic pillar 'care for people'. Orange Belgium is now the preferred tech & telco employer in Belgium by- proposing an attractive Lead the Future industrial project and HR policy, developing tech talents through internal learning programs and external partnerships such as the Tech Academy(and more to come soon) and valuing diversity & inclusion highly and putting those values at the heart of our company

In January 2023 we launched the thriving team activities which are entirely focused on fostering team member, team and organizational wellbeing through inhouse individual and team coaching. The Teaming Squad initiative at Orange Belgium aims to address distinctive challenges faced by different teams, responding to post-COVID collaboration dynamics, improving wellbeing, and nurturing a sense of belonging within the organization. To effectively tackle team-specific challenges, we've adopted an approach that involves internalizing coaching and promoting team development as a pathway to self-improvement, fostering a holistic and diverse work environment.

This approach was awarded by a learning & development award on 16 March 2023.

On 8 March 2023, we partnered with WomIntech, a student association; forming a community of women engineers/Techs & students from ULB who aim to promote gender diversity in engineering studies and to raise awareness around its importance in STEM fields and more specifically in schools and at university. On 26 April 2023 we invited them for a 1day internship for the Girls in ICT Day. We also participated in 2 speed-dating job events organized by them.

On 19 June 2023 we signed a partnership with Ecole Polytechnique de Bruxelles to launch the Orange Tech Academy aiming to equip engineering students with toptier telecom knowledge. By investing in specialized education and with together our Orange labs, we are preparing students tomorrow's Telecom challenges. This partnership gives Orange TMs upskilling opportunities at the ULB and some of our experts will act as guest lecturers during the year.

During summer 2023 we launched our first edition of the "Orange Summer School" under the 'Tech Academy by Orange'

umbrella, welcoming Tech students/trainees for a personalized learning experience within Orange Belgium recruiting them for a student job or internship during the month of July. The students (with an engineering background) were recruited through the regular job student recruitment process for a student job or as trainee in Orange Belgium's Network or IT department. They had the double benefit of earning a regular student job wage and having, the opportunity of discovering telco professional life first-hand.

On 11 October 2023, we had the privilege of presenting the EPB Orange Award. This prestigious prize is awarded to the student with the highest average grade on the Electrical Engineering master's program at the Brussels Faculty of Engineering (BruFace), a joint faculty of the VUB and ULB. While naturally honoring the winner, the Orange Award also serves to highlight Orange's commitment to supporting education in telecommunications. The first Orange Prize was awarded to a female student.

In November 2023 we successfully passed our Gender Equality European & International Standard (GEEIS) follow-up audit, maintaining our global level for both Gender and Inclusion but improving our scores on different topics thanks to the initiatives such as the Tech Academy, WomInTech sponsoring and our Thriving team approach.

During the year we continued to publish engaging and diverse 'inside' stories on our on our Proud to be Orange website in order to promote our employer brand.

And of course we continued to offer different types of benefits to support TM wellbeing: 20 km of Brussels, Bike to work challenge, Biking challenge, Ekiden, summer party, EOY radio and celebrations, all aimed at fostering engagement The Orange Group

diversity policy aims at fostering talents and encouraging the inclusion of all employees based on two pillars: gender equality and equal opportunities. Orange Belgium focuses on developing all available talents for a unique experience by:

Offering a diverse and inclusive work environment that encourages all our employees to progress and to develop their talents for a unique experience;
Focusing on diversity in the broad sense: promoting team diversity;
Ensuring well-being as a key component of our equity and inclusion strategy.

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Financial statements

Orange Group has defined 3 pillars for developing an inclusive environment and management

Whilst combatting discrimination by raising awareness of stereotypes and banning all forms of violence from the workplace. These 3 pillars are:

Gender equality

gender balance in all job lines, particularly technical and digital professions
access for women to management positions at all levels of the hierarchy
work-life balance
equal pay between men and women
combatting sexism, sexual harassment, and violence

Equal opportunities

age; Integration of young people and multigenerational management

disability; Employment and integration of people with disabilities
origins; Ethnic, socio-economic and cultural diversity within the company
identity; Gender identity, sexual orientation and physical appearance
personal opinions; Religion, political opinion, trade-union membership

Digital Equality

gender balance in digital teams
increasing the numbers of women in the digital sector
inclusive Artificial Intelligence Development of responsible and inclusive AI
accessibility: Ensuring our digital applications are accessible for all
digital inclusion: Combatting the digital divide, supporting seniors, integration through employment

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Financial statements

8. Remuneration Report

Introduction

This remuneration report concerns the 2023 financial year. Remuneration relating to the 2023 financial year complies with the remuneration policy that was applicable to that financial year, as explained in the remuneration report of the previous year, and as henceforth explained in the Remuneration Policy, that will be submitted for approval to the General Meeting of Shareholders on 2 May 2024, and to be found on the Orange Belgium website.

As far as needed, the remuneration policy is incorporated into this remuneration report.

Orange Belgium (including Belgian affiliates) has recorded a 26.9% increase in revenues from €1,333.19 m in 2022 to €1,691.3m while EBITDAaL has grown with 21.9% (from €357.6m to €436m). This substantial increase is to be explained by a strong commercial performance and the acquisition of a controlling stake in VOO S.A.. On the other hand, the Organic Cash Flow from Telecom activities of Orange Belgium (including Belgian affiliates) has decreased with 86% from €102.5m in 2022 to €14.03m .

Taking into consideration both Belgian and Luxembourg scope, we observe an increase of 25.8% in revenues from €1,391.2m in 2022 to €1,749.5m and a positive evolution of EBITDAaL up 20.8% from €373.7m in 2022 to €451.34m. The Organic Cash Flow from Telecom activities decreased from €105.3. m to €19.3m, down with 81.7%.

One of the major events in 2023 has been the acquisition of a 75% stake less 1 share in telco operator VOO S.A., thereby allowing Orange Belgium to position himself as a full convergent network operator. You will find a comprehensive overview of Orange Belgium major achievements in 2023 in the management report chapter.

1. Total remuneration

The tables below contain each individual director's total remuneration split by component and including any remuneration from any undertaking belonging to the same group. Furthermore, the tables below present the relative proportion of fixed and variable remuneration.

In accordance with Article 3:6 §3, of the Belgian Code of Companies and Associations, amounts of remuneration for the members of the Board of Directors are disclosed individually (table 1), and amounts of remuneration for the other members of the Executive Management are disclosed globally (table 2).

Independent directors receive a basic fee for their mandate at the board of directors and specific fees for their participation on other committees (both are included in table below).

The remuneration policy of non-executive directors is established in line with market standards taking into consideration the scale, organisation and complexity of the Company. Their remuneration is set at a level to enable the Company to attract, motivate and retain individuals with the profile and necessary experience for the role. No performance related remuneration in connection with the performance of the Company is anticipated for non-executive directors, in accordance with article 7.5 of the CGC.

Name of director, position	Financial year		1. Fixed remuneration		2. Variable remuneration		3. Extra ordinary	5. Total Remune	6. Proportion of fixed and
		Base salary	Fees	Fringe benefits	One-year variable	Multi-year variable	items	ration	variable re- muneration
The House of Value -	2023		89,400
Advisory & Solutions (1)	2022		89,400
SOGESTRA	2023		47,600
(N. Lemaître-Rozencweig) (2)	2022		68,400
Leadership and Management Advisory Services (G. Dallemagne) (3)	2023		67,200
	2022		50,400
Inne Mertens (4)	2023		52,800
	2022		n.a.
	2023		45,200
Bernard Ramanantsoa (5)	2022		n.a.
K2A Mangement and Investment	2023		57,600
Services (W. Verstraete) (6)	2022		50,400
	2023		359,800
TOTAL	2022		258,600

(1) as President of the Board of Directors and member of the Remuneration and Nomination Committee

(2) as Vice-President of the Board of Directors, member of the Audit Committee and member of the Remuneration and Nomination Committee

(3) as member of the Audit Committee and member of the Remuneration and Nomination Committee

(4) as member of the Remuneration and Nomination Committee

(5) as President of the Audit Committee

(6) as member of the Remuneration and Nomination Committee

							Corporate
Key	Chairman's	CEO	Market	Highlights	Lead	Management	Governance
figures	letter	interview	insights	2023	the Future	report	Statement

Financial
statements

Name of director, position	Financial year	1. Fixed remuneration		2. Variable remuneration		3. Extra ordinary	4. Pension expense	5. Total Remune	6. Proportion of fixed and
		Base salary	Fees	Fringe benefits	One-year variable	Multi-year variable	items		ration	variable re- muneration
	2023	409,903		93,790	343,625	112,590	100,000 (3)	90,561	1,175,449	Fix:53% Variable: 47%
CEO	2022	364,909		94,132	378,043	157,342		74,620	1,069,046	Fix:50% Variable: 50%
	2023	2,283,674		151,845	1,007,812	528,736	26,354 (2)	426,229	4,424,650	Fix: 65% Variable: 35%
Executive Committeee (excl. CEO)	2022	1,829,330		129,772	959,735	516,155	105,911 (1)	349,377	3,890,280	Fix: 59% Variable: 41%

(1) in accordance with the remuneration policy the reported amount includes: one- off incentive bonuses granted to the General Secretary, the Chief Financial Officer and the Chief Transformation and Customer Experience Officer for their personal commitment to critical strategic projects and the first tranche of a 3 year retention bonus granted to the General Secretary.

(2) the reported amount includes one-off incentive bonuses (stated net of the FIP multiplier) granted to the General Secretary (second tranche of a 3 year retention bonus) in accordance with the remuneration policy and an exceptional one-off payment to the Chief Financial Officer for his personal commitment to a critical strategic project

(3) the reported amount includes a one-off incentive bonus stated net of the Flex Income Plan multiplier for the CEO's personal commitment to a critical strategic project.

The details of the structure and components of the remuneration of the members of the Executive Management are explained hereunder.

Structure of the remuneration of the members of the Executive Management

The remuneration of the members of the Executive Management consists of the following elements:

Yearly base remuneration (around 47% of total remuneration)
Variable remuneration which is designed to motivate the executive team to reach company objectives on a yearly basis and on a long-term basis. The variable part represents a substantial part of the executive remuneration (around 41% of total remuneration). Both the short-term and the long-term variable remunerations are linked to specific performance metrics and strategic goals that drive the executive team to focus on sustainable growth and profitability. The yearly and long-term targets are validated by the remuneration committee as well as the results.
Short-term variable remuneration called "performance bonus".
Long-term variable remuneration called "Long-term Incentive Plan 2020-2022" and "Long-term Incentive Plan 2021-2023", "Long-term Incentive Plan 2022-2024".
General Meeting of Shareholders of May 2011 decided to apply the exception provided for in article 520ter of the Belgian Companies Code (article 7:91 of the new Belgian Code of Companies and Associations) (combined with article 525 (article 7:121 of the new Belgian Code of Companies and Associations) to take into account the competitive and constantly developing context that is intrinsic to the telecommunications sector.
Other elements of remuneration (around 12% of total remuneration)
Group insurance consisting of four parts: life – death – invalidity and exemption of premiums
Hospital insurance
Employee profit sharing plan
Company car/car allowance
Meal vouchers

Components of the remuneration of the members of the Executive Management

The remuneration policies concerning the Executive Management are assessed and discussed by the Nomination and Remuneration Committee that submits its proposals for approval to the Board of Directors.

The yearly base remuneration

The yearly base remuneration is intended to remunerate the nature and extent of individual responsibilities.

It is based on market benchmarks while respecting internal equity within the company.

The variable remuneration

1) The Performance bonus

The short-term variable remuneration consists of a proportion to encourage individual performance and another part aimed at attaining company objectives.

In 2023, the targets for the individual variable part were as follows:

The targets for the individual part are set against the main business priorities aligned with the company strategy. The progress against those priorities is assessed based on a number of indicators. The quality of management and leadership behaviour is also taken into consideration during the evaluation.

The targets for the collective part were as follows:

Organic Cash Flow
EBITDAaL (Earnings before Interest, Taxes, Depreciation and Amortization, after Lease)
C-Sat cocktail, a KPI grouping Indicators of the customer satisfaction throughout the customer journey on a number of key products and services in our major market segments.
Employee Net Promoter Score that measures to what extent Orange Belgium employees would recommend Orange Belgium as a good place to work (percentage of employees who are promoters minus percentage of employees who are detractors).

The performance bonus has been granted in cash, in warrants, in options on shares which are not connected to the company or benefits available in the Flex Income Plan.

More specifically:

A first portion (the collective part) has been paid in cash under the form of a collective bonus CLA90 (up to the ceiling free of taxes and normal social security charges)
A second portion has been paid in warrants or options on shares which are not connected to the company (up to the tax ceiling of 20% of the yearly remuneration);
A third portion has been paid in the Flexible Income Plan, resulting in cash or benefits in kind.

							Corporate
Key	Chairman's	CEO	Market	Highlights	Lead	Management	Governance	Financial
figures	letter	interview	insights	2023	the Future	report	Statement	statements

Name of director, position	1. Performance criteria	2. Relative weighting of the performance criteria	3. Information on Performance Targets [optional]	4. a) Measured performance b) Actual award outcome
			a) Minimum target / threshold performance b) Corresponding award	a) Maximum target / performance b) Corresponding award
	Individual target: Progress against business priorities aligned with the business strategy as well as management attitude and quality of Leadership.	40%			a) overachieved b) 126%
	Collective target: Organic Cash Flow	18%			a) S2/2022: overachieved S1/2023: overachieved b) 128.9%
CEO	Collective target: EBITDA(aL)	18%			a) S2/2022: overachieved S1/2023: overachieved b) 109,95%
	Collective target: C-Sat cocktail	12%			a) S2/2022: below target S1/2023: overachieved b) 100,75%
	Collective target: e-NPS	12%			a) S2/2022: overachieved S1/2023: overachieved b) 109,55%
	Individual target: Progress against business priorities aligned with the business strategy as well as management attitude and quality of Leadership.	40%			a) overachieved b) 114%
	Collective target: Organic Cash Flow	18%			a) S2/2022: overachieved S1/2023: overachieved b) 128.9%
Executive Committeee	Collective target: EBITDA(aL)	18%			a) S2/2022: overachieved S1/2023: overachieved b) 109,95%
	Collective target: C-Sat cocktail	12%			a) S2/2022: below target S1/2023: overachieved b) 100,75%
	Collective target: e-NPS	12%			a) S2/2022: overachieved S1/2023: overachieved b) 109,55%

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