Commentary & Deal Flow

Guidance: PNC7: 4.5% area (+/-0.125 WPIR) - Books > €6.75bn (pre-rec)
IPTs: PNC7: 5.00%a

• Issuer: Orange SA (Ticker: ORAFP, Country: FR)
• LEI: 969500MCOONR8990S771
• Status: Direct, unconditional, unsecured and deeply subordinated obligations, senior to Junior Securities, pari passu among themselves and with present and future Parity Securities, subordinated to present and future prêts participatifs, Ordinary Subordinated Obligations and Unsubordinated Obligations of the Issuer
• Issuer Ratings: Baa1/BBB+/BBB+ (Moody's/S&P/Fitch) (all stable)
• Exp. Issue Ratings: Baa3/BBB-/BBB- (Moody's/S&P/Fitch)
• Expected Equity Content: Basket M (50%) Moody’s / Intermediate (50%) from S&P until the First Reset Date / 50% from Fitch
• Format: Reg S, bearer, dematerialized, subordinated note, hybrid
• Settlement Date: 25-Jun-26 (T+8)
• Maturity: Undated 7 Year Non-Call
• Size: €850m
• Interest Payment Date: 25-Jun in each year, commencing on 25-Jun-27 (Act/Act ICMA)
• Interest Rate: The Notes will bear interest: from, and including, the Issue Date to, but excluding, the First Reset Date, at a fixed rate of [•] per cent. per annum, payable annually in arrear; thereafter at a fixed rate per annum which shall be equal to the sum of the 5-year EUR MS Rate and Initial Margin and applicable step-up
• First call date: 25-Mar-33
• First Reset Date: 25-Jun-33
• First Step-Up: 25bps on 25-Jun-38 (5 years after the First Reset Date)
• Second Step-Up: Further 75bps on 25-Jun-53 (20 years after the First Reset Date) (100bps cumulative)
• Optional Interest Deferral: The Issuer may, at and at is sole direction, elect to defer in whole or in part the payment of interest accrued on the Notes in respect of any Interest Period, except in relation to a payment of interest to be made on an Interest Payment Date falling on the date of redemption of the Notes; cumulative and compounding (cash settled), subject to applicable laws and regulations.
• Mandatory Payment Event:
• 1. Dividend or any other distribution or payment was validly resolved on, declared, paid or made in respect of any Junior Securities or Parity Securities, subject to carve-outs set out in the Base Prospectus
  2. the Issuer or any Subsidiary of the Issuer has repurchased, purchased, redeemed or otherwise acquired any Junior Securities, subject to carve-outs set out in the Base Prospectus
  3. the Issuer or any Subsidiary of the Issuer has repurchased, purchased, redeemed or otherwise acquired any Parity Securities or any Notes, subject to carve-outs set out in the Base Prospectus.
• Optional Redemption schedule: On any day in the period commencing 25-Mar-33 (being the date falling 3 months prior to the First Reset Date), and ending on (and including) the First Reset Date and on every annual Interest Payment Date thereafter, at par (together with accrued interest)
• Early 101% Redemptions: At any time upon the occurrence of an Accounting Event, an Equity Credit Rating Event or a Tax Deduction Event, at 101% until the date falling 3 months prior to the First Reset Date, at par thereafter (in whole but not in part)
• Early Par Redemptions: At any time at par, upon a Clean-up Call (≥75%), a Gross-Up Event or a Withholding Tax Event
• Early Make-Whole Redemption: At any time (other than during the period from and including 3 months prior to the First Reset Date to and including the First Reset Date or upon any subsequent Interest Payment Date) in whole (but not in part) at the Make-Whole Redemption Amount (vs. OAT)
• Use of Proceeds: General corporate purposes including the refinancing of the outstanding €499,998,000 Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 October 2026 (ISIN XS1115498260) and of the outstanding €350,000,000 Undated 7.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 19 December 2026 (ISIN FR0013447877)
• Denomination: €100,000 x €100,000
• Listing: Euronext Paris (regulated market)
• Governing Law: French law
• Documentation: EMTN Programme dated 06-May-26 and 1st supplement dated 09-Jun-26
• Global Coordinators and Active Bookrunners: Barclays, Citi (B&D)
• Active Bookrunners: CaixaBank, CIC CIB, Commerzbank, Goldman Sachs Europe SE, ING, NatWest Markets, RBC Capital Markets, UniCredit
• Target Market: The manufacturer target market (MIFID II and UK MIFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the UK.
• Selling Restrictions: As per the Base Prospectus dated 06-May-26
• Advertisement: The Base Prospectus dated 06-May-26 and 1st supplement dated 09-Jun-26 are, and the Final Terms will be, when published, available on the website of the AMF (www.amf-france.org) and on the website of the Issuer (www.orange.com)
• Timing: Books going subject at 11:30 UKT.