Orange — Capital/Financing Update 2019

Dec 2, 2019

FINAL TERMS

Final Terms dated June 20, 2019

ORANGE Euro 30,000,000,000 Euro Medium Term Note Programme

SERIES NO: 156 TRANCHE NO: 1 HKD 939,000,000 Fixed Rate Notes due June 12, 2034 (the "Notes")

HSBC Bank plc

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

PART A CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the the Base Prospectus dated 26 June 2018 which received visa n°18-263 from the Autorité des marchés financiers ("AMF") in France on 26 June 2018, the first supplement to the Base Prospectus dated 31 July 2018 which received visa no. 18-343 from the AMF on 31 July 2018, and the second supplement to the Base Prospectus dated 8 March 2019 which received visa no. 19-090 from the AMF on 8 March 2019 which together constitute a prospectus for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive") (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. However, a summary of the issue of the Notes is annexed to these Final Terms. The Base Prospectus is available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF (www.amf-france.org) and (b) Orange (the "Issuer") (www.orange.com) and copies may be obtained from Orange, 78 rue Olivier de Serres, 75015 Paris, France.

1. (i) Issuer: Orange 2. (i) Series Number: 156

	(ii)		Tranche Number:	1
3.	Specified Currency or Currencies:			Hong-Kong Dollars ("HKD")
4.	Aggregate Nominal Amount:
	(i)		Series:	HKD 939,000,000
	(ii)		Tranche:	HKD 939,000,000
5.	(i)		Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination(s):			HKD 1,000,000
7.	(i)		Issue Date:	June 20, 2019
	(ii)		Interest Commencement Date:	June 20, 2019
8.	Maturity Date:			June 12, 2034
9.	Interest Basis:			3.07 per cent. Fixed Rate
				(further particulars specified below)
10.	Redemption/Payment Basis:			Redemption at par
11.	Change of Interest Basis:			Not Applicable
12.	(i)		Status of the Notes:	Unsubordinated Notes
	(ii)		Dates of corporate authorisations for issuance of the Notes:	Decision of the Board of Directors of Orange dated 24 October 2018 and decision of the Chief Executive Officer Delegate, Finance, Performance & Europe dated June 18, 2019

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	3.07 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	12 June in each year, commencing on June 12, 2020 and ending on the Maturity Date, adjusted in accordance with the Modified Following Business Day Convention
			Interest Periods shall be subject to No Adjustment
	(iii)	Fixed Coupon Amount (s):	HKD 30,700 for each HKD 1,000,000 nominal amount
	(iv)	Broken Amount:	Short first Coupon payable on June 12, 2020 for the period (and including) the Issue Date to (and including) June 12, 2020

	(v)	Day Count Fraction:	Act/365 (fixed)
	(vi)	Business Day Convention:	Modified Following Business Day Convention, Adjusted
	(vii)	Business Centre:	TARGET2, Hong Kong, London, New York
	(viii)	Party responsible for calculating Interest Amounts (if not the Calculation Agent):	Not Applicable
14.		Floating Rate Note Provisions	Not Applicable
15.		Zero Coupon Note Provisions	Not Applicable
16.		Fixed/Floating Rate Notes Provisions	Not Applicable
17.		Inflation Linked Notes – Provisions relating to CPI, HICP or US CPI Linked Interest	Not Applicable
18.	Call Option		Not Applicable
19.		Make-Whole Redemption (Condition 7.2.2 )	Not Applicable
20.		Pre-Maturity Call Option (Condition 7.2.3)	Not Applicable
21.		Clean-up Call Option (Condition 7.2.4)	Not Applicable
22.	Put Option		Not Applicable
23.		Final Redemption Amount of each Note	HKD 1,000,000 per Specified Denomination
24.		Inflation Linked Notes – Provisions relating to the Final Redemption Amount:	Not Applicable
25.	Early Redemption Amount
	(i)	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or an event of default:	At par as per Conditions 7.6 and Condition 10
	(ii)	Early Redemption Amount(s) of each Note payable on redemption for illegality reasons:	Yes
	(iii)	Unmatured Coupons to become void upon early redemption (Bearer Notes only):	Not Applicable
26.		Inflation Linked Notes – Provisions relating to the Early Redemption Amount:	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27.	Form of Notes:		Dematerialised Notes
	(i)	Form of Dematerialised Notes:	Dematerialised Bearer Notes (au porteur)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	Not
	(iv)	Materialised Note Agent:	Not Applicable
	(v)	Applicable TEFRA exemption:	Not Applicable
28.	Identification information of Noteholders as provided by Condition 2.1:		Applicable
29.	Financial Centre(s) relating to payment dates:		TARGET2, Hong Kong, London, New York
30.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):		No
31.	Redenomination, renominalisation and reconventioning provisions:		Not Applicable
32.	Consolidation provisions:		Not Applicable
33. Masse:			Name and address of the Representative: AETHER FINANCIAL SERVICES S.A.R.L 36 rue de Monceau 75008 Paris – France
			agency@aetherfs.com The Representative will receive a remuneration of €400.00 (excluding taxes)
34.		Prohibition of Sales to EEA Retail Investors:	Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Euro 30,000,000,000 Euro Medium Term Note Programme of the Issuer.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Orange:

Duly represented by: Matthieu BOUCHERY Group Deputy Treasurer

PART B OTHER INFORMATION

1. Listing

• (i) Listing and admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed and/or admitted to trading on Euronext Paris
• (ii) Estimate of total expenses related to admission to trading: EUR 9,900

2. Ratings

The Notes to be issued are expected to be rated:

S&P: BBB+ (stable)

S&P Global Ratings Europe Ltd ("S&P") is established in the European Union and registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). As such, S&P is included in the list of credit rating agencies published on the European Securities and Markets Authority's website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk)

3. Interests of natural and legal persons involved in the Issue offer

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Use of proceeds

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes.

5. Fixed Rate Notes Only - Yield

Indication of yield: 3.07 per cent

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. Placing and Underwriting

country

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place: HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Name and address of any paying agents and depository agents in each

Société Générale 32 rue du Champ de Tir CS 30812

44308 Nantes Cedex 3 France

	under "best Where not underwritten, portion not covered:	Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or efforts" agreements. all of the issue is a statement of the	HSBC Bank plc
7.	Operational Information
	ISIN Code:		FR0013428687
	Common Code:		201680794
	Depositaries:
	(i)	Euroclear France to act as Central Depositary:	Yes
	(ii)	Common depositary for Euroclear and Clearstream:	No
	Euroclear and Clearstream	Any clearing system(s) other than and the relevant identification number(s):	Not Applicable
	Delivery:		Delivery against payment
	Agents:	Names and addresses of initial Paying	Société Générale 32 rue du Champ de Tir CS 30812 44308 NANTES Cedex 3 France
	Paying Agents (if any):	Names and addresses of additional	Not Applicable

8. Distribution

	(i)	Method of distribution	Non-Syndicated
	(ii)	If syndicated, names of Managers:	Not Applicable
If non-syndicated, name of Dealer:			HSBC Bank plc
Non-exempt Offer:			Not Applicable
Consent of the Issuer to use the Base Prospectus during the Offer Period:			Not Applicable
Authorised Offeror(s) in the various countries where the offer takes place:			Not Applicable

Conditions attached to the consent of the Issuer to use the Base Prospectus: Not Applicable

9. Other Markets

All Regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading: None