Orange — Capital/Financing Update 2019

May 24, 2019

FINAL TERMS

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's 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, each as defined in Directive 2014/65/EU, 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.

Final Terms dated May 24, 2019

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

SERIES NO: 153 TRANCHE NO: 1 EUR 300,000,000 Fixed Rate Notes due May 29, 2031 (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 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 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 Conditions set forth in the the Base Prospectus dated 26 June 2018 which received visa nº18-263 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 n°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 Notes is annexed to these Final Terms. The Base Prospectus is available for viewing at 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:	ો રેડે
		(ii)	Tranche Number:	1
3.			Specified Currency or Currencies:	Euros ("EUR")
বঁ			Aggregate Nominal Amount:
		(i)	Series:	EUR 300,000,000
		(ii)	Tranche:	EUR 300,000,000
5.		(i)	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination(s):			EUR 100,000 (one denomination only for Dematerialised Notes)
7.		(i)	Issue Date:	May 29, 2019
		(ii)	Interest Commencement Date:	May 29, 2019
8.	Maturity Date:			May 29, 2031
்.		Interest Basis:		1.3420 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)	for issuance of the Notes:	Dates of corporate authorisations Decision of the Board of Directors of Orange dated 24 October 2018 and decision of the Chief Executive Officer Delegate, Finance, Performance & Europe dated 21 May 2019

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions		Applicable
	(1)	Rate of Interest:	1.3420 per cent. per annum payable annually in arrear
	(11)	Interest Payment Date(s):	May 29 in each year, commencing on May 29, 2020 and ending on the Maturity Date adjusted in accordance with the Following Business Day

Convention

				Interest Periods shall be subject to No Adjustment
	(iii)		Fixed Coupon Amount (s):	EUR 1,342 in nominal amount
	(iv)		Broken Amount:	Not Applicable
	(v)		Day Count Fraction:	Act/Act (ICMA)
	(vi)		Business Day Convention:	Following Unadjusted		Business	Day		Convention,
	(vii)		Business Centre:	TARGET2
		(viii)	Party responsible for calculating Not Applicable Interest Amounts (if not the Calculation Agent):
14.	Floating Rate Note Provisions			Not Applicable
ા રે.	Zero Coupon Note Provisions			Not Applicable
16.			Fixed/Floating Rate Notes Provisions	Not Applicable
17.	CPI, HICP or US CPI Linked Interest	Inflation Linked Notes - Provisions relating to 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			EUR Denomination			100,000 per Note	of	Specified
24.	Inflation Linked Notes - Provisions relating to Not Applicable the Final Redemption Amount:
25			Early Redemption Amount
	(i)		Early Redemption Amount(s) of At par as per Conditions 7.6 and Condition 10 each Note payable on redemption for taxation reasons or an event of default:

	(11)	Early Redemption Amount(s) of Yes each Note payable on redemption for illegality reasons:
	(111)	Unmatured Coupons to become Not Applicable void upon early redemption (Bearer Notes only):
26.		Inflation Linked Notes - Provisions relating to Not Applicable the Early Redemption Amount:

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:	D Rules
28.	provided by Condition 2.1:	Identification information of Noteholders as	Applicable
29.		Financial Centre(s) relating to payment dates:	TARGET2
30.	mature):	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons	No
31.	reconventioning provisions:	Redenomination, renominalisation and	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 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 Deputy Group Treasurer Orange/DFT/Nº 1 4 - 2 9 8

PART B OTHER INFORMATION

1. Listing

• Listing and admission Application is expected to be made by the Issuer (or on its (i) behalf) for the Notes to be listed and/or admitted to trading to trading: on Euronext Paris
• (ii) Estimate of total EUR 13,500 expenses related to admission to trading:

2. Ratings

The Notes to be issued are expected to be rated:

S&P: BBB+ (stable)

Standard and Poor's Credit Market Services France, S.A.S. ("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)

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

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.

રે. Fixed Rate Notes Only - Yield

Indication of yield:

1.3420 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

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

Name and address of any paying	Société Générale
agents and depository agents in each	32 rue du Champ de Tir
country	CS 30812
	44308 Nantes Cedex 3
	France

Entities agreeing to underwrite the HSBC Bank plc issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" agreements. Where not all of the issue is underwritten, a statement of the portion not covered: Operational Information ISIN Code: FR0013421823 Common Code: 200263677 Depositaries: Euroclear France to (i) Yes act as Central Depositary: (ii) Common depositary No for Euroclear and Clearstream: Any clearing system(s) other than Not Applicable Euroclear and Clearstream and the relevant identification number(s): Delivery: Delivery against payment Names and addresses of initial Paying SOCIÉTÉ GÉNÉRALE Agents: 32 rue du Champ de Tir CS 30812 44308 NANTES Cedex 3 France Names and addresses of additional Not Applicable Paying Agents (if any): 8. Distribution (i) Method of Non-Syndicated distribution (ii) Not Applicable If syndicated, names of Managers: If non-syndicated, name of Dealer: HSBC Bank plc Non-exempt Offer: Not Applicable Consent of the Issuer to use the Base Not Applicable Prospectus during the Offer Period:

7.

Authorised Offeror(s) in the various Not Applicable countries where the offer takes place:

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

9. 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: