Orange — Capital/Financing Update 2019

Sep 2, 2019

Final Terms dated 2 September 2019

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

ORANGE Euro 35,000,000,000 Euro Medium Term Note Programme

SERIES NO: 160 TRANCHE NO: 1 EUR 750,000,000 1.375 per cent. Notes due 4 September 2049 (the "Notes")

Crédit Agricole CIB Goldman Sachs International as Global Coordinators and Active Bookrunners

and

Banco Bilbao Vizcaya Argentaria S.A. Barclays Deutsche Bank ING as Active Bookrunners

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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 Base Prospectus dated 26 June 2019 which received visa n°19-299 from the Autorité des marchés financiers ("AMF") in France on 26 June 2019 and the supplement to the Base Prospectus dated 31 July 2019 which received visa n°19-387 from the AMF on 31 July 2019 which together constitutes a prospectus for the purposes of 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 as so supplemented. 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. The Base Prospectus and the supplement to the Base Prospectus are 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.

1.	(i) Issuer:		Orange
2.	(i)	Series Number:	160
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euros ("EUR")
4.		Aggregate Nominal Amount:
	(i)	Series:	EUR 750,000,000
	(ii)	Tranche:	EUR 750,000,000
5.	(i)	Issue Price:	99.004 per cent. of the Aggregate Nominal Amount
6.		Specified Denomination(s):	EUR 100,000
7.	(i)	Issue Date:	4 September 2019
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		4 September 2049
9.	Interest Basis:		1.375 per cent. Fixed Rate
			(further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis:		Not Applicable
12.	Put/Call Option:		Make Whole Redemption
			Pre-Maturity Call Option
			Clean-up Call Option
			(further particulars specified below)

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13.	(i) Status of the Notes:			Unsubordinated Notes
		(ii)	Dates of corporate authorisations for issuance of the Notes:	Decisions of the Board of Directors of Orange dated 24 October 2018 and 26 June 2019 and decision of the Deputy CEO dated 29 August 2019
			PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.	Fixed Rate Note Provisions			Applicable
	(i)		Rate of Interest:	1.375 per cent. per annum payable annually in arrear
		(ii)	Interest Payment Date(s):	4 September in each year commencing on 4 September 2020
		(iii)	Fixed Coupon Amount (s): EUR 1,375 per Note of EUR 100,000
		(iv)	Broken Amount:	Not Applicable
		(v)	Day Count Fraction:	Actual/Actual ICMA
		(vi)	Determination Date(s):	4 September in each year
		(vii)	Business Day Convention:	Modified Following Business Day Convention
		(viii)	Business Centre:	TARGET
		(ix)	Party responsible for calculating Interest Amounts (if not the Calculation Agent):	Not Applicable
15.	Floating Rate Note Provisions			Not Applicable
16.	Zero Coupon Note 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)			Applicable
		(i)	Notice period:	As per Condition 7.2.2 (Make-Whole Redemption)
		(ii)	Parties to be notified (if other than set out in Condition 7.2.2):	As per Condition 7.2.2 (Make-Whole Redemption)
		(iii)	Make Whole Redemption Margin:	0.20 per cent.
		(iv)	Make Whole Redemption Rate:	Means the average of the four (4) quotations given by the Reference Banks of the mid market annual yield to maturity of the OAT on the fourth business day in Paris preceding the

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make whole redemption date at 11.00 a.m. (Central European time ("CET")). If the OAT is no longer outstanding, a Similar Security will be chosen by the Calculation Agent in its reasonable judgement, at 11.00 a.m. CET on the fourth business day in Paris preceding the make whole redemption date, quoted in writing by the Calculation Agent to the Issuer.

The Make Whole Redemption Rate will be notified by the Issuer in accordance with Condition 15 (Notices).

"Calculation Agent" means Société Générale.

"OAT" means the French government bond 2.00 per cent. per annum due May 2048, with ISIN FR0013257524.

"Reference Banks" means the Joint Bookrunners or each of the four banks (that may include any of the Joint Bookrunners) selected by the Calculation Agent which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond issues.

"Similar Security" means a reference bond or reference bonds issued by the French Government (Obligations Assimilables du Trésor - OAT) having an actual or interpolated maturity comparable with the remaining term of the Notes that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

	(v)	If redeemable in part:
		Minimum nominal amount to be redeemed:	Not Applicable
		Maximum nominal amount to be redeemed:	Not Applicable
20.	Pre-Maturity Call Option (Condition 7.2.3)		Applicable
	(i)	Initial Pre-Maturity Call Option:	4 March 2049
	(ii)	Notice period:	At any time from 4 March 2049, subject to the provision of notice to the Noteholders and Paying Agent in accordance with Condition 7.2.3 (Pre-Maturity Call)
21.	Clean-up Call Option (Condition 7.2.4)		Applicable

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	(i)	Early Redemption Amount:	€100,000 per Note of €100,000 Specified Denomination
22.	Put Option		Not Applicable
23.	Final Redemption Amount of each Note		EUR 100,000 per Note of EUR 100,000 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 Condition 7.6 (Redemption for taxation reasons) and Condition 10 (Events of Default)
	(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 Applicable
	(iv)	Materialised Note Agent:	Not Applicable
	(v)	Applicable TEFRA exemption:	Not Applicable
28.	Identification provided by Condition 2.1:	information of Noteholders as	Applicable
29.		Financial Centre(s) relating to payment dates:	TARGET
30.		Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons	No

1. Redenomination, renominalisation and reconventioning provisions: Not Applicable

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mature):

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:	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 35,000,000,000 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:

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Duly represented by:

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 admitted to trading on Euronext Paris with effect from the Issue Date.
• (ii) Estimate of total expenses related to admission to trading: EUR 13,200

2. Ratings

The Notes to be issued are expected to be rated:

S&P: BBB+

Moody's: Baa1

Fitch: BBB+

Each of S&P Global Ratings Europe Limited ("S&P"), Moody's Investors Services Ltd ("Moody's") and Fitch Ratings ("Fitch") is established in the European Union and registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). As such, each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation.

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

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and any of their affiliates in the ordinary course of the business for which they may receive fees.

4. Fixed Rate Notes Only - Yield

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	Indication of yield:	1.416 per cent
5.	Operational Information	The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
	ISIN Code:	FR0013444692
	Common Code:	204981345
	LEI:	969500MCOONR8990S771
	Depositaries:

(i) Euroclear France to act as Central Depositary: Yes

(ii) Common depositary for Euroclear and Clearstream:	No
Any clearing system(s) other than Euroclear and Clearstream and the relevant identification number(s):	Not Applicable
Delivery:	Delivery against payment
Names and addresses of initial Paying Agents:	SOCIÉTÉ GÉNÉRALE 32 rue du Champ de Tir CS30812 44308 NANTES Cedex 3 France
Names and addresses of additional Paying Agents (if any):	Not Applicable

6. Distribution

	(i)	Method of distribution	Syndicated
	(ii)	If syndicated, names of Managers :	Crédit Agricole Corporate and Investment Bank Goldman Sachs International
			Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC Deutsche Bank Aktiengesellschaft ING Bank NV, Belgian Branch
	(iii)	Stabilising Manager(s) (including addresses) (if any):	Not Applicable
	If non-syndicated, name of Dealer:		Not Applicable
	Non-exempt Offer:		Not Applicable
7.	Other Markets
		All Regulated Markets or equivalent	None

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:

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