Orange Belgium S.A. — Proxy Solicitation & Information Statement 2026

Apr 3, 2026

ORANGE BELGIUM

UNOFFICIAL TRANSLATION

PUBLIC LIMITED LIABILITY COMPANY
AVENUE DU BOURGET 9 / BOURGETLAW 9 – 1140 BRUSSELS
VAT BE GEBRAILIER TO THE BRUSSELS – FRENCH DIVISION
p.m. (Company)

CONVENING NOTICE OF A GENERAL MEETING OF SHAREHOLDERS

The board of directors invites the shareholders to attend the ordinary general meeting, which will take place on Wednesday 6 May 2026 at 11 a.m. at Avenue du Bourget 3, Evers (1140 Brussels).

THE AGENDA FOR THIS MEETING IS AS FOLLOWS:

• Presentation and discussion of the board of directors' management report on the Company's annual accounts for the financial year ended 31 December 2025.
• Presentation and discussion of the statutory auditor's report on the Company's said annual accounts.
• Approval of the remuneration report for the financial year ended 31 December 2025.
• Proposed resolution No. 1:
  The general meeting approves the remuneration report for the financial year ended 31 December 2025.
• Approval of the remuneration policy.
• Proposed resolution No. 2:
  The general meeting approves the remuneration policy established pursuant to article 7:89/1 of the Code on Companies and Associations.
• Approval of the Company's annual accounts for the financial year ended 31 December 2025 and appropriation of the result. Presentation of the annual consolidated accounts as at the same date.
• Proposed resolution No. 3:
  The general meeting approves the Company's annual accounts for the financial year ended 31 December 2025, including the appropriation of the result as proposed.
• Discharge of the directors.
• Proposed resolution No. 4:
  The general meeting grants the directors discharge for the performance of their mandate up to and including 31 December 2025, or if their term of office ended during 2025, until the date on which their term of office ended.
• Discharge of the statutory auditor.
• Proposed resolution No. 5:
  The general meeting grants the statutory auditor discharge for the performance of its mandate up to and including 31 December 2025.
• Statutory auditor: End of mandate - Renewal.
• Proposed resolution No. 6:
  The general meeting takes notice of the fact that the mandate of the statutory auditor of the Company ends immediately after this general meeting. On the recommendation of the audit committee and on the proposal of the board of directors, made on the basis of a presentation by the works council, the general meeting has decided to renew the mandate of the statutory auditor, the company Deloitte Bedrijfsrevisoren/Revisurs d'Entreprises BV/SRL, having its registered office at Gateway Building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered with the Crossroads Bank for Enterprises (RPM Brussels, Dutch-speaking division) under number 0429.053.863, represented by Nico Houthaeve, for a 3-year period, to execute the audit for the financial years ending on 31 December 2026, 2027 and 2029.
  The annual fees of the statutory auditor amount to (i) EUR 577,500 for the financial year ending on 31 December 2026, (ii) EUR 564,000 for the financial year ending on 31 December 2027 and (iii) EUR 532,800 for the financial year ending on 31 December 2028. These fees do not include the contribution to the "Institut des Réviseurs d'Entreprises / Instituut van de Bedrijfsrevisoren" (1.3% of the fees plus a fixed contribution per mandate of EUR 40), nor VAT.
• Assurance on sustainability report: Appointment auditor.
• Proposed resolution No. 7:
  In accordance with the recommendation of the audit committee and the proposal of the board of directors, made on the basis of a presentation by the works council, the general meeting resolves to appoint the Company's statutory auditor, Deloitte Bedrijfsrevisoren BV/SRL, having its registered office at Gateway Building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered with the Crossroads Bank for Enterprises (RPM Brussels, Dutch-speaking division) under number 0429.053.863, represented by Nico Houthaeve, with the task of providing "limited assurance" on the Company's consolidated sustainability information, in accordance with the Law of 2 December 2024 on the publication of sustainability information by certain companies and groups, on the assurance of sustainability information and on miscellaneous provisions, for a 3-year period, i.e. for the financial years ending on 31 December 2026, 2027 and 2028, corresponding to the statutory auditor's term of mandate, in application of article 42 of the relevant legislation.
  The general meeting specifies that the decision to entrust the statutory auditor with this "limited assurance" assignment, as well as the decision regarding the duration of this assignment, shall remain valid only until the entry into force of new Belgian legislation that would exempt the Company from this obligation, in its capacity as a listed subsidiary company whose sustainability information is included in a consolidated report of a parent company. From the entry into force of this new legislation, the general meeting decides that the Company will apply this exemption and that the statutory auditor's "limited assurance" assignment will end for all financial years for which the Company meets all the conditions to benefit from this exemption.
  The general meeting decides to set the annual remuneration for the "limited assurance" assignment at EUR 62,300 (excluding the contribution to the "Institut des Réviseurs d'Entreprises / Institut van de Bedrijfsrevisoren" and VAT) for the financial year ending on 31 December 2026.
• Powers.
• Proposed resolution No. 8:
  The general meeting grants full powers to B-DOCS SRL having its registered office at rue du Taciturne 27, 1000 Brussels, represented by Ms. Hanane Mejdoutir and/or Ms. Carmen Theunis as well as to its respective employees, servants and agents, with right of substitution, to fulfil all required and/or necessary actions, procedures and/or formalities with the legal entities register, the clerk of the Enterprise Court, an enterprise counter ("Quichet d'entremise"), the Belgian Official Journal and/or the Crossroads Bank for Enterprises, to ensure (i) the necessary filings, (ii) the publication in the Annexes to the Belgian Official Journal and, (iii) the recording/modification of the data in the Crossroads Bank for Enterprises.

NUMBER OF SHARES ON THE DATE OF CONVOCATION:

The capital is represented by 67.412.205 shares without nominal value that each represent an equal share of the capital. Each share represents one vote.

CONDITIONS CONCERNING PRESENCE AND MAJORITY:

In order to be adopted, the proposed resolutions No. 1 up to 8 of the agenda require a simple majority of the votes of those present or validly represented participating in the vote.

FORMALITIES TO BE FULFILLED TO BE ADMITTED TO THE GENERAL MEETING AND EXERCISE VOTING RIGHTS:

The Company points out that only those persons who satisfy the two conditions referred to under items A and B will have the right to participate in the general meeting and exercise their voting rights, namely:

A – The registration of the shares in their name on Wednesday 22 April 2026 at 12 p.m. (Belgian time) ("Record date").

Denaterialised shares: the registration will be determined by the registration of the shares in the name of the shareholder on the Record date in the accounts of a recognised account holder or clearing house without any initiative being required by the shareholder. The shareholder will receive from the recognised account holder or clearing house a certificate listing the number of dematerialised shares registered in the name of the shareholder on the Record date.

Registered shares: the registration will be determined by the registration of the shares in the name of the shareholder on the Record date in the Company's share register.

Only persons who are shareholders on the Record Date shall be entitled to attend and vote at the general meeting.

B – The notification by the shareholder of the intent to participate in the general meeting and the number of shares in respect of which the shareholder wishes to exercise voting rights. The certificate that is delivered by the recognised account holder or by the clearing house, as the case may be, shall be attached to the notification.

This notification and as the case may be, the certificate act hoc, must be delivered to Euroclear Belgium (to the attention of the Issuer Relation Department) by e-mail (ebe.issuer@euroclear.com) or by postal services (Boulevard du Roi Albert II 1 - 1210 Brussels). The(se) document(s) must reach Euroclear Belgium at the latest on Thursday 30 April 2026 at 4 p.m.

The holders of dematerialised shares are invited to request their financial institution to directly notify Euroclear Belgium within the aforementioned deadline of their intent to participate in the general meeting and of the number of shares in respect of which they wish to exercise their voting rights.

The holders of registered shares must notify Euroclear Belgium within the aforementioned deadline of their intent to participate in the general meeting and of the number of shares in respect of which they wish to exercise their voting rights.

In general, all shareholders will have to prove their identity. The representative of a shareholder, who is a legal entity, must be able to present the documents proving his/her representation powers, at the latest at the opening of the general meeting.

The Company emphasises that these formalities do not generate any cost to the shareholders.

EXERCISE OF THE VOTING RIGHT:

Shareholders may exercise voting rights in person, through proxy or by correspondence.

An act hoc template for voting by proxy or by correspondence is available on the website of the Company at the following address: http://corporate.orange.be/en/. This form may also be requested by e-mail (anske.depomer@orange.com) or by postal services (at the registered office of the Company – to the attention of Mrs Anske De Poree).

The proxies and the forms for voting by correspondence must arrive at the Company at the latest on Thursday 30 April 2026 at 4 p.m. by e-mail (anske.depomer@orange.com) or by postal services (at the registered office of the Company – to the attention of Mrs Anske De Poree).

Please note that a new voting form drawn up by Febel-In (Belgian Financial Sector Federation) for intermediaries/banks is in force since 1 January 2025. This standardised model must be used by intermediaries who currently use the electronic messaging channel to submit their clients' voting instructions to the issuer or its agent. It is available on request from our agent Euroclear Belgium (ebe.issuer@euroclear.com) or from Mrs Anske De Pore (anske.depomer@orange.com). This document does not replace the proxy or forms for voting by correspondence to be used by shareholders.

RIGHT TO PUT ITEMS ON THE AGENDA OR TO TABLE DRAFT RESOLUTIONS FOR DECISION:

One or more shareholders collectively owning at least 3% of the Company's capital have the right (i) to put items on the agenda of the general meeting and/or (ii) to table draft resolutions for items included or to be included on the agenda.

This right may be exercised by delivering the text of the new agenda items and/or of the proposed resolutions to the Company by e-mail (anske.depomer@orange.com) or by postal services (at the registered office of the Company – to the attention of Mrs Anske De Poree). Any requests to this end must reach the Company at the latest on Tuesday 14 April 2026 at 4 p.m.

The Company will confirm receipt of these requests by e-mail or postal services at the address provided by the shareholder within forty-eight hours of receipt.

Detailed information on this right will be made available on the Company's website at the following address: http://corporate.orange.be/en/.

The agenda will then, as the case may be, be revised and published at the latest on Tuesday 21 April 2026.

RIGHT TO ASK QUESTIONS IN WRITING:

The shareholders who have adhered to the formalities to be admitted to the general meeting have the right to ask questions during the meeting or in writing to the directors and/or statutory auditor of the Company. The written questions may be submitted prior to the meeting by e-mail (anske.depomer@orange.com) or by postal services (at the registered office of the Company – to the attention of Mrs Anske De Poree). These questions must reach the Company at the latest on Thursday 30 April 2026 at 4 p.m.

Detailed information on this right will be made available on the Company's website at the following address: http://corporate.orange.be/en/.

DOCUMENTS THAT MUST BE PRESENTED TO THE GENERAL MEETING:

The documents that must be presented to the general meeting can be consulted on the Company's website (http://corporate.orange.be/en/) as from Friday 3 April 2026. From this date onwards, the shareholders may also consult these documents at the registered office of the Company (during normal business days and hours) or obtain a copy, free of charge, on simple request by e-mail (anske.depomer@orange.com) or by postal services (at the registered office of the Company – to the attention of Mrs Anske De Poree).

The board of directors

• The remuneration policy is available on the website of the Company.