Orange Belgium S.A. — Proxy Solicitation & Information Statement 2023

Apr 14, 2023

Name:	BOUCHERY Matthieu
Nationality:	French
Born:	1978
Studies / diploma :	ESSEC Business School, Telecom ParisTech (France)

• Since 2019: Head of Group Financing & Treasury, Orange
• 2017 2019: Head of International Sales Development, Orange Business Services
• 2014 2017: Head of the CFO Office, Orange
• 2007 2014: Deputy Head of Merger & Acquisitions, Orange
• 2003 2007: Manager, Group Financing, Orange
• 2001 2003: Analyst, Telecom Financing, Sociéte Générale

Positions / mandates held:

• Since 2021: Board member of Orange Belgium (Brussels, Belgium)
• Since 2019: Chairman of the Board, Atlas Services Belgium (Brussels, Belgium)
• Since 2019: Board member, Orange Lease (La Défense, France)
• 2013 2020: Board member, Generale de Telephonie (Saint-Denis, France)

• 2010 2013: Member of the Supervisory Board, Orange Austria (Vienna, Austria)

• Proposed term of the mandate: 4 years – Positive recommendation nomination committee: yes – Positive recommendation board of directors: yes – Proposed by / representative of a shareholder: ORANGE SA

• Independent director no

Name:	HERIARD DUBREUIL Clarisse
Nationality:	French
Born:	1973
Studies / diploma :	ESCP – Excellence Program Finance / Montpellier Business School - Major in Controlling / IFA certification

-	Since 2020 :	Senior VP Finance & Strategy, Europe Division,	Orange
---	--------------	------------------------------------------------	--------

• 2017 2020 : Director Finance People & Digital Transformation Program, Global Finance Division, Orange
• 2012 2017 : Deputy CFO, Orange Belgium (incl 9 months interim CFO)
• 2008 2012 : Director of Controlling, OMEA Division, Orange
• 2006 2008 : HR Finance Manager, Global Finance Division, Orange
• 2001 2006 : Senior Financial Controller for Europe & Middle East, Mobile International Division, Orange
• 1999 2001 : Business Controller, Orange France
• 1998 1999 : Business Controller / Bank Branches Network, Société Générale
• 1996 1998 : Business Controller / Frequent Flyer program, Air France

Positions / mandates held:

• Orange Belgium: Board of Directors
• Orange Spain: Board of Directors
• Orange Romania Comm.:Board of Directors
• Orange Money Romania: Board of Directors

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	ORANGE SA
–	Independent director	no

Name:	JEGO-LAVEISSIÈRE Mari-Noëlle
Nationality:	French
Born:	1968
Studies / diploma :	Engineering degree (Ecole des Mines de Paris). Post graduate in Quantum Chemistry with a doctor's degree from the University of Paris XI-Waterloo University and from the Ecole Normale SupérieureM
Professional experience:
- Since 2020 : - 2014-2020 : - 1996-2014 :	Orange Deputy CEO in charge of Europe, Orange Deputy CEO in charge of Technology and Global Innovation, Orange Various executive positions in the Orange Group : Senior Vice President of International & Backbone Network Factory, Senior Vice President for Research and Development, Vice President for the Home marketing Division of Orange France, Head of a French region in charge of technical & commercial entities for mass markets and business clients.
Positions / mandates held:
- - - - -	Board member of Engie and Valeo Board member of Orange Belgium, Board member of Fondation Orange Member of the Fondation Médecins du Monde President of the school council chair of Telecom ParisTech	Orange Romania, Orange Poland, Orange Spain, Orange Bank
Governance:
– Proposed term of the mandate: –	Positive recommendation nomination committee:	4 years yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	ORANGE SA
– Independent director		no

Name:	VERSTRAETE Wilfried
Nationality:	Belgian
Born:	1958
Studies / diploma :	1981 - Master in Economic Sciences, Vrije Universiteit Brussels - Belgium 1984 - Master in Corporate Financial Management, Vlaamse Economische Hogeschool Brussels – Belgium 1994 - International Executive Program, INSEAD, Fontainebleau, France

-	2021:	Chairman of the Board of Directors of Allianz Trade (Euler Hermes), Bruxelles - Belgium
-	2009 - 2020:	Chairman of the Board of Management of Euler Hermes Group, Paris – France
-	2007 - 2008:	CFO, Member of the Board of Management of Allianz Global Corporate & Specialty, Munich – Germany
-	2004 - 2006:	CEO, Chairman of the Board of Management of Atradius, Amsterdam - The Netherlands
-	2003 - 2004:	CFO, Member of the Board of Directors of Orange, London – UK
-	2000 - 2002:	CFO, Member of the Board of Management of Wanadoo, Paris – France
-	1996 - 2000:	CFO, Member of the Board of Management of Mobistar, Brussels – Belgium
-	1988 - 1996:	Various management positions in Recticel, Brussels – Belgium

Positions / mandates held:

• Since 2020: Executive Chariman of Le Perchoir Consulting Services
• Since 2017: Member of the board of directors of Orange Belgium
• Since 2017: Executive Chairman of K2A Management and Investment Services

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	no
–	Independent director	yes

Name:	DALLEMAGNE Grégoire
Nationality:	Belgian	Picture
Born:	1972
Studies / diploma :	Commercial engineer – Université Catholique de Louvain – June 1995 MBA – University of Chicago Graduate school of Business – June 2000

-	2011 - to date :	CEO, Luminus
-	2008 - 2011:	Executive Vice President Strategy, Belgacom
-	2006 - 2008:	President of the Platform of Belgian Alternative Operators
-	2007 - 2008:	Member of the Executive committee of KPN International / Managing Director of KPN Belgium and Tele2 Belgium
-	2003 - 2007:	Managing Director of Tele2 – Versatel Belgium

Positions / mandates held:

• Member of the Board of Orange Belgium
• President of the Board of Federation of Belgian Electricity and Gas Companies
• Member of the Strategic Committee of Union Wallonne des Entreprises

• - Member of the Board of Rossel

• M

• Member of the « Comité Consultatif » of ING Brussels

• Member of the Board of UCLouvain
• Member of the Strategic Committee of FEB-VBO

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	no
–	Independent director	yes

Name:	LUGINBÜHL Christian
Nationality:	Swiss
Born:	1967
Studies / diploma :	BA in Economics (Ecole Supérieure de Commerce de Neuchâtel), Human Resources Certificate (CRQP Lausanne), HES Business Management (IMAKA Zurich) International Senior Management Programme (St Gallen Business School)
Professional experience:
- 2003-present: Orange Group:
- Since 2023:	Senior Vice President Environment, Social, Governance (ESG) & Large Projects Orange Europe, Paris/France
- 2021-2022: - 2019-2021:	Senior Vice President Governance & Large Projects Orange Europe, Paris/France Senior Vice President Operations and Transformation Orange Group Innovation, Paris/France

• 2010-2019: Chief Technology and IT Officer Europe Orange Europe, Paris/France
• 2006-2010: Group Director IT & Network Strategic Planning & Performance Management Orange Group Technology, Paris/France
• 2003-2006: Group Director Performance & Change Management Orange Group Technology, London/UK
• 2000-2003: Orange Switzerland: VP Human Resources
• 1999-2000: Nestlé Headquarters, Switzerland: Senior Recruitment Executive
• 1996-1999: Swatch Group & Swatch, Switzerland: Head of Human Resources International
• 1988-1996: Kraft Jacobs Suchard, Switzerland (Mondelez Group): Human Resources Manager

Positions / mandates held:

• Orange Belgium, Orange Romania, Orange Romania Communications, Orange Moldova, OGIM Switzerland: Non-executive member of the Board of Directors
• Orange Slovakia: Supervisory Board: Non-executive Vice-Chairman
• Orange Services SRL, Romania: Non-executive Chairman

Governance:

– Proposed term of the mandate: 4 years – Positive recommendation nomination committee: yes – Positive recommendation board of directors: yes – Proposed by / representative of a shareholder: ORANGE SA – Independent director no

Name:	PICHON Xavier
Nationality:	French
Born:	1967
Studies / diploma :	Ecole de la Chambre de Commerce de Paris Chartered Accountant (DEC)

-	Sept 2020 - to date:	CEO, Orange Belgium
-	2018 - 2020 :	Senior Transformation Executive, The BOSTON CONSULTING GROUP (Sydney, Australia)
-	2011 - 2018:	Deputy CEO in charge of Finance, Transformation and Strategy / CFO / Chief Strategy Officer /
		Chief Transformation Officer / Head of the Investment Committee), Orange France
-	2009 - 2011:	Group Head of Investor Relations, FT/Orange group
-	1999 - 2009:	CFO (2005-2009) / Head of Controlling (2002-2005) / Chief Accounting Officer (2002-1999), FT/Orange Mobiles

Positions / mandates held:

• Since 2020: Board member Orange Belgium
• Since 2020: Board member IRISnet
• Since 2020: Board member BKM
• Since 2020: Board member Atlas Services Belgium

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	ORANGE SA
–	Independent director	no

Name:	DESCHUYFFELEER Johan
Nationality:	Belgian
Born:	1958
Studies / diploma :	Engineer in Electronics

-	2016 - to date:	Managing Director The House of Value - Advisory & Solutions
-	2012 - 2016:	Senior Vice President and General Manager HP Worldwide Consulting Technology Services
-	2009 - 2012:	Senior Vice President and General Manager HP EMEA Technology Services
-	2006 - 2009:	Vice President and General Manager HP General Western Europe Enterprise Business
-	2006:	Vice President and Managing Director HP France
-	2004 - 2006:	Vice President HP WW Enterprise Go-to-Market Strategy and Sales Productivity & Efficiency
-	2000 - 2004:	Vice President and Managing Director HP Belgium (previously Compaq)

Positions / mandates held:

• Since 2020: President of the Board of Directors EVS
• Since 2019: Member of the Board of Directors AE
• Since 2018: Member of the Board of Directors GIMV
• Since 2017: President of the Board of Directors Orange Belgium
• Since 2017: Member of the Board of Directors Automation
• 2011 2017: Member of the Board of Directors Orange Belgium (previously Mobistar)
• 2016 2018: Member of the Board of Directors Itineris
• 2002 2016: Member of the Board of Directors Vlerick Alumni

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	no
–	Independent director	no

Name:	VIGNOLLES Jean-Marc
Nationality:	French
Born:	1953
Studies / diploma :	ENS ULM/IEP Paris / Agrégation d'Anglais

-	2018 - 2021	Chief Operating Officer for Europe, Orange
-	2018 - 2020:	Member of the Orange Group management Committee, Orange
-	2016 - 2018:	Deputy General Manager and Chief Operating Officer (COO) for Orange Middle East & Africa, Orange
-	2007 - 2015:	CEO, Orange Spain
-	2004 - 2007:	CEO - PTK Centertel (Telekomunikacja Polska Group, now Orange Polska)
-	2001 - 2004:	COO - PTK Centertel (Telekomunikacja Polska Group, now Orange Polska)
-	2000 - 2001:	Vice-President for Strategy - France Telecom Central Europe
	1994 - 2000:	Vice-President for Central and Eastern Europe (France Telecom – International Division)

Positions / mandates held:

• Since 2018: Supervisory Board member of Orange Polska
• Since 2018: Board member of Orange Belgium
• 2018 2021: Supervisory Board member of Orange Slovakia
• 2018 2021: Board member of Orange Romania
• 2018 2021: Board member of Orange Moldova

Governance:

– Proposed term of the mandate: 4 years – Positive recommendation nomination committee: yes – Positive recommendation board of directors: yes – Proposed by / representative of a shareholder: ORANGE SA – Independent director no

Name:	GUILLAUMIN Caroline
Nationality:	French
Born:	1965
Studies / diploma :	Graduate of the Institut d'Etudes Politiques de Bordeaux Master of Arts in International Relations from Boston University

• 2023 present : Executive Vice President of Communication, Orange Group, France
• 2010 2022 : Head of Communication and HR, Société Générale, France
• 1999 2009: Head of Communication and sustainable development at Alcatel, SFR and Alcatel-Lucent, France
• 1997 1999: Communications and Marketing Manager at Alcatel, France
• 1989 1997: Sales and Marketing at high-technology start-ups, France and US

Positions / mandates held:

• 2015 2022: Board member Boursorama Banque
• 2015 2018: Board member Société Générale Maroc
• 2023: President of the Board Philharmonie de Paris (Foundation)

–	Proposed term of the mandate:	4 years
–	Positive recommendation nomination committee:	yes
–	Positive recommendation board of directors:	yes
–	Proposed by / representative of a shareholder:	ORANGE SA
–	Independent director	no

Professional experience:
Studies / diploma :	Civil engineer in Electrotechnics (KU Leuven), Post graduate Business Management (KU Leuven) Prevention Adviser level 1 (KU Leuven) General Management Program (INSEAD – CEDEP)
Age:	1974
Nationality:	Belgian
Name:	MERTENS Inne

• 2023: General Manager of Interfin, Brussels-Capital Region
• 2022: CEO of Sibelga, Brussels-Capital Region
• 2016-2017: Head of Operational Strategy at ORES, Wallonia
• 2009-2022: Head of Markets and Clients at ORES, Wallonia
• 2008: Project manager Constitution ORES at Electrabel, Wallonia
• 1998-2005: Various functions at Electrabel, Wallonia

Positions / mandates held:

• Publi-T : Director (since 2023)
• Publigas : Director (since 2023)
• Atrias: Director (since 2011)
• Synergrid : Director (since 2021)

Governance:
– Proposed term of the mandate:	4 years
– Positive recommendation nomination committee:	yes
– Positive recommendation board of directors:	yes
– Proposed by / representative of a shareholder:	no
– Independent director	yes

Orange Restricted

Name:	RAMANANTSOA Bernard
Nationality:	French/Malagasy
Born:	1948
Studies / diploma :	Master of Science in aeronautical engineering (École Nationale Supérieure de l'Aéronautique et de l'Espace), MBA from HEC Paris, DEA in sociology (University of Paris-Diderot), PhD in management science (University of Paris-Dauphine), DEA in the history of philosophy (University of Paris-1 Panthéon-Sorbonne)

Professional experience / publications:

• 1971-1972: Lecturer at the École Nationale Supérieure de l'Aéronautique et de l'Espace
• 1973-1978: Head of the Passengers Marketing Division SNCF
• 1979-1995: Professor of corporate strategy and policy/Dean of Faculty and Research at HEC Paris
• 1995-2015: Director General of HEC Paris.
• Author of numerous papers and publications in the field of business management :
  • Stratégie de l'entreprise et Diversification (Business Strategy and Diversification) (prize of the Academy of Commercial Sciences 1983)
  • Strategic Technology Management, (Harvard Expansion Prize 1989)
  • Apprendre et Oser (Learning and Daring)
  • L'enseignement supérieur français par-delà les frontières : l'urgence d'une stratégie. (French Higher Education Across Borders: The Urgency of a Strategy)

Positions / mandates held:

• Director of companies as well as universities and "grandes écoles"

Governance:

– Proposed term of the mandate: 4 years – Positive recommendation nomination committee: yes – Positive recommendation board of directors: yes – Proposed by / representative of a shareholder: no – Independent director yes