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Orange Belgium S.A.

Proxy Solicitation & Information Statement Aug 29, 2025

3986_rns_2025-08-29_d82597db-9f87-409a-9f07-0723bcc76f17.pdf

Proxy Solicitation & Information Statement

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VOTE BY CORRESPONDENCE

ORANGE BELGIUM A LIMITED LIABILITY COMPANY AVENUE DU BOURGET 3, 1140 BRUSSELS VAT BE 0456.810.810 RLE BRUSSELS (the "Company")

The undersigned (surname, name / company name):

Domicile / company address: ....................................................................................

Holder of ………………… (dematerialised / registered1 ) shares of Orange Belgium SA on the Record date (Wednesday 17 September 2025 at 24.00 hoursBelgian time), decides to vote by correspondence in advance of the extraordinary general meeting of shareholders of Orange Belgium SA, which will be held on Wednesday 1 October 2025 at 10.00 hours at Evere (1140 Brussels), Avenue du Bourget 3.

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1 Cross out what is not applicable.

THE AGENDA FOR THIS MEETING IS AS FOLLOWS:

  • Acknowledgement by the shareholders of the following documents, of which they may obtain a copy free of charge:
  • The demerger proposal drawn up by the boards of directors of the companies involved in the demerger, in accordance with article 12:4 juncto article 12:59 of the Belgian Code on Companies and Associations (the "Demerger Proposal");
  • The report of the board of directors of the Company regarding the Demerger (as defined below), drawn up in accordance with article 12:61 of the Belgian Code on Companies and Associations; and
  • The report of the statutory auditor of the Company on the Demerger Proposal, drawn up in accordance with article 12:62 of the Belgian Code on Companies and Associations.
  • Communication regarding any material change in the assets and liabilities of the companies involved in the Demerger, between the date of the preparation of the Demerger Proposal and the date of the demerger, in accordance with article 12:63 of the Belgian Code on Companies and Associations.
  • Decision on demerger by acquisition Determination of the exchange ratio General terms and conditions – Retroactive effect from an accounting and tax perspective.

Proposed resolution No. 1:

Not to be usedThe general meeting approves the Demerger Proposal and resolves on the demerger by acquisition of the public limited liability company VOO S.A. ("VOO"), with registered office at rue Jean Jaurès 46, 4430 Ans, and company number 0696.668.549, as a result of which VOO transfers universally, as a result of its dissolution without liquidation (i) all assets and liabilities constituting the Fixed Network Activities, as described in the Demerger Proposal, to the public limited liability company Orange NetCo ("Orange NetCo"), with registered office at Avenue du Bourget 3, 1140 Evere, and company number 1022.514.315, (ii) all assets and liabilities constituting the Other Activities, as described in the Demerger Proposal, to the Company ((i) and (ii) together the "Demerged Assets and Liabilities" as further detailed in the Demerger Proposal) and this in accordance with the terms and conditions set out in the Demerger Proposal, pursuant to articles 12:59 and subsequent of the Code on Companies and Associations (the "Demerger").

In the context of the Demerger, and more specifically the universal transfer of the Other Activities of VOO to the Company, in accordance with article 12:71, §2 of the Belgian Code on Companies and Associations, and given that the Company is the sole shareholder of VOO, no shares of the Company will be issued and/or allotted in exchange for shares of VOO.

From an accounting and tax perspective, all transactions of VOO as from 1 July 2025 relating to the assets and liabilities constituting the Other Activities shall be deemed to have been carried out on behalf of the Company, and all profits and losses relating to the Other Activities and realised during the period since 1 July 2025 shall be deemed to have been realised by the Company.

• Power of attorney for the formalities. Proposed resolution No. 2:

  • The general meeting grants all powers:
  • to the board of directors of the Company, as well as to each director of the Company, acting individually, to implement the resolutions adopted;
  • - to each employee of the notarial office Berquin Notarissen, established at Lloyd Georgelaan 11, 1000 Brussels, with the right of substitution, to record in one or more authentic deeds of amendment or supplement any errors or omissions relating to the description of real estate included in the minutes of the extraordinary general meeting of the Company, and to make all necessary declarations, elect domicile, grant exemption to the General Administration of Patrimonial Documentation from ex officio registration, and do all that is necessary or useful in the context of mortgage publicity; and
  • to B-DOCS BV, with registered office at rue du Taciturne 27/Willem de Zwijgerstraat 27, 1000 Brussels, represented by Ms. Hanane Mejdoubi and/or Ms. Carmen Theunis, as well as to its employees, appointees and proxies and/or Mr. Nicolas Janssens de Bisthoven and/or Ms. Lara Trawinski, with the right of substitution, to carry out any act, step and/or formality that appears useful and/or necessary with the legal entities register, a business one-stop shop, the Belgian Official Gazette, the Belgian Crossroads Bank for Enterprises and/or, as the case may be, the Administration for Value Added Tax or any other service.

Vote:

Proposed resolution No. 1  for  against  abstain
Proposed resolution No. 2  for  against  abstain

The forms to vote by correspondence addressed to the Company in respect of this meeting will be valid for all subsequent meetings to be held with the same agenda.

Forms not mentioning any voting instruction or abstention are null and void. When during the meeting a proposed resolution for which a vote has been casted is modified, the vote casted remotely will be disregarded.

All forms for voting by correspondence which the Company would have received before the publication of a revised agenda in accordance with article 7:130 of the Belgian Code on Companies and Associations remain valid for the agenda items they cover. As an exception to this rule, any vote on an agenda item for which in accordance with article 7:130 of the Belgian Code on Companies and Associations a new draft resolution has been tabled is disregarded.

The forms for voting by correspondence must arrive at the Company at the latest on Thursday 25 September 2025 at 16.00 hours by e-mail ([email protected]) or by postal services (at the registered office of the Company – to the attention of Ms. Anske De Porre).

Done in ................................................ on ............................................................ 2025

Signature : .......................................................................................................................

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