Orange Belgium S.A.

Audit Report / Information • Aug 29, 2025

Orange Belgium SA/NV | 27 August 2025

Orange Belgium SA/NV

Deloitte Bedrijfsrevisoren / Business Reviseurs

Statutory auditor's report to the extraordinary general meeting in the framework of a proposed demerger of VOO S.A. into Orange NetCo SA and Orange Belgium SA/NV – 1 October 2025

Statutory auditor's report to the extraordinary general meeting in the framework of a proposed demerger of VOO S.A. into Orange NetCo SA and Orange Belgium SA/NV

In accordance with article 12:62 of the Code of Companies and Associations and following the engagement letter of 19 August 2025, we are issuing, as statutory auditor, a report to the extraordinary general meeting of 1 October 2025 on the relevance and reasonableness of the exchange ratio as reflected in the demerger proposal and the appropriateness of the valuation methods chosen.

For the purpose of understanding this report, terms should be defined and understood as follows:

• VOO S.A. (hereinafter "VOO"), being a public limited liability company with its registered office on rue Jean Jaurès 46, 4430 Ans, Belgium, and with company number VAT BE 0696.668.549 (RLE Liège, division Liège), as the demerged company;
• Orange NetCo SA (hereinafter "Orange NetCo"), being a public limited liability company with its registered office Avenue du Bourget 3, 1140 Evere, Belgium, and with company number VAT BE 1022.514.315 (RLE Brussels, French-speaking division), as a beneficiary of the Fixed Network Activities;
• Orange Belgium SA/NV (hereinafter "Orange BE"), being a public limited liability company with its registered office Avenue du Bourget 3, 1140 Evere, Belgium, and with company number VAT BE 0456.810.810 (RLE Brussels, French-speaking division), as a beneficiary of VOO's activities and services that are not related to the Fixed Network Activities (the "Other Activities");
• The demerger (hereinafter "Demerger") is the operation by which VOO will transfer universally, as a result of its dissolution without liquidation, all assets and liabilities constituting the Fixed Network Activities to Orange NetCo and all assets and liabilities constituting the Other Activities to Orange BE, in accordance with the modalities and conditions described in the demerger proposal of the board of directors, a copy of which is included in aiknnex 1 to this report;
• Fixed Network Activities are related to the roll-out and upgrade of Hybrid Fiber-Coax (HFC) and Fiber to the premises (FTTP) networks and the maintenance of the related infrastructure. These Fixed Network Activities are further defined in section 3.9.3 of the demerger proposal of the board of directors of 18 August 2025, a copy of which is included in annex 1 to this report;
• The Other Activities relate to all VOO assets and liabilities that are not related to, or used or held for use in, Fixed Network Activities (and therefore related to, or used or held for use in, Other Activities). These Other Activities are further defined under section 3.9.4 of the demerger proposal of the board of directors of 18 August 2025, a copy of which is included in annex 1 to this report.

Conclusion

As a result of our work, we are of the opinion that:

• the relative importance given to the methods in determining the value retained results in a relevant and reasonable exchange ratio;
• the valuation methods used by the board of directors are appropriate in this case.

In addition, based on the work we have done on the demerger proposal, we do not have any material misstatement to communicate to you.

Basis for the conclusion without reservation

We have carried out our procedures in accordance with the normative framework applicable in Belgium.

Our responsibilities under the normative framework applicable in Belgium are described in the section "Responsibility of the statutory auditor".

The value retained by the board of directors for the shares of the companies concerned is as follows:

As regards the Demerger and universal transfer of Fixed Network Activities from VOO to Orange NetCo

It is proposed that the number of new shares to be issued by Orange NetCo be calculated on the basis of the book value of the Fixed Network Activities as of 30 June 2025, divided by the fractional value of the existing shares of Orange NetCo. This approach is justified for the following reasons:

• Orange BE is the sole shareholder of VOO and Orange NetCo;
• Orange NetCo was incorporated by Orange BE on 17 April 2025 as a direct subsidiary and is 100% owned by Orange BE. Orange NetCo has no activity, assets or substantial liabilities other than its capital of 61 500 EUR.

In view of the above, the Demerger and transfer of the Fixed Network Activities by VOO to Orange NetCo is essentially similar to a demerger by the incorporation of a new company.

The valuation method used for the determination of the proposed exchange ratio is based on the book value of VOO's Fixed Network Activities as of 30 June 2025 and the fractional value of the current shares of Orange NetCo. This is justified in view of the intragroup nature of the operation and the absence of operational activities currently being carried out within Orange NetCo.

The valuation method leads to the calculation of the following exchange ratio: an issue price of 0,50 EUR per new share (i.e. the fractional value of the existing shares of Orange NetCo) will serve as a basis for calculating the number of shares to be issued in exchange for the book value of the Fixed Network Activities as of 30 June 2025. This number of shares was calculated by dividing the book value of the Fixed Network Activities on 30 June 2025 by the fractional value of the existing shares of Orange NetCo, and rounding the result up to the nearest whole number.

As regards the Demerger and universal transfer of Other Activities from VOO to Orange BE

Since Orange BE is the sole shareholder of VOO, in accordance with article 12:71, §2 of the Code of Companies and Associations no shares of Orange BE will be issued and/or allocated in exchange for the universal transfer of the Other Activities of VOO to Orange BE.

As a result of the Demerger, all assets and liabilities constituting the Other Activities will be demerged from VOO and transferred universally to Orange BE. Following the Demerger, VOO will be dissolved, without liquidation. This transfer will be made on the basis of the book value of the Other Activities of VOO to Orange BE as of 30 June 2025, being 70 538 060,36 EUR, without issuing and/or allocating shares. In this context, a calculation of an exchange ratio is not possible or relevant.

We have complied with all relevant ethical requirements that apply to the engagement.

We believe that the evidence we have gathered is sufficient and appropriate to make our conclusion.

Other point

We draw your attention to the presence of a condition precedent mentioned in the demerger proposal. This condition precedent provides that the Demerger will only be submitted for approval to the respective extraordinary general meetings of VOO, Orange BE, and Orange NetCo provided that the mandate to establish a pledge over the business granted by VOO to Enodia SCI (in accordance with the subcontracting business agreement concluded on 2 June 2023 with Enodia SCI and Nethys SA) is terminated and replaced by a new pledge agreement entered into between Orange BE and Enodia SCI, before the effective date of the Demerger but with effect from the effective date of the Demerger, and that the respective corporate bodies of Orange BE and Enodia SCI have duly approved this new pledge agreement.

Responsibility of the board of directors of each company

The board of directors of each company is responsible for:

• the establishment of a demerger proposal in accordance with article 12:59 of the Code of Companies and Associations;
• the methods used to determine the exchange ratio;
• the relative importance given to these methods;
• the value retained from these methods;
• the assumptions that serve as the basis for determining the exchange ratio;
• the determination of the exchange ratio.

The execution of the engagement by the statutory auditor as defined below does not relieve the board of directors of its responsibilities.

Responsibility of the statutory auditor

Our objective is to report on the demerger proposal. As part of our engagement, we must assess, in light of the information known to us, whether the proposed demerger includes a material misstatement, be it information that is incorrectly formulated or otherwise misleading.

Our objective is also to formulate a reasonable assurance conclusion on the relevance and reasonableness of the exchange ratio as reflected in the demerger proposal, as well as on the appropriateness of the valuation methods. Reasonable assurance corresponds to a high level of assurance, but does not, however, guarantee that work carried out in accordance with the normative framework applicable in Belgium will always detect any existing material misstatement.

Limitation on the use of our report

This report has been prepared solely in accordance with article 12:62 of the Code of Companies and Associations in relation to the demerger proposal and cannot be used for other purposes. This report is only valid if the demerger takes place within 3 months of the date of our report.

Signed in Zaventem.

The statutory auditor

Deloitte Bedrijfsrevisoren / Réviseurs d'Entreprises BV/SRL Represented by Nico Houthaeve

Appendix 1: Demerger proposal by the board of directors dated 18 August 2025

Deloitte Bedrijfsrevisoren/Reviewers of Enterprises BV/SRL Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR BRUSSEL/RPM BRUSSELS - IBAN BE90 4350 2974 5132 - BIC KREDBEBB