Press release: Following a court decision, Orange announces the withdrawal of the resolution due to be submitted to the AGM regarding the appointment of the employee shareholders representative to the Board of Directors

Press release

Paris, 7 May 2024

Following a court decision, Orange announces the withdrawal of the resolution due to be submitted to the AGM regarding the appointment of the employee shareholders representative to the Board of Directors

The Board of Directors of Orange met today to consider the implications of the decision rendered on 3 May by the Commercial Court of Nanterre. This decision, which follows a legal challenge by the union CFDT Orange, cancelled the second round of the pre-consultation to designate the candidate for the Board member representing employee shareholders.

The Court considered inter alia that the campaign leading up to this pre-consultation was not conducted in accordance with the standards that apply in such electoral processes in terms of ethics and fairness. In particular, the Court reproached the union CFE-CGC Orange, which supported the candidacy of the leading pair after the second round, for having used extraordinary means in favor of this candidacy, which resulted in an influence on the vote and a manipulation of the electoral process.

In the course of proceedings, the Court took note of practices that it considers do not correspond to fair and loyal debate. It therefore decided to cancel the second round of the pre-consultation, consequently rendering null and void the result of the vote with immediate effect.

Considering this decision, the Board of directors has noted that resolution 7 of the Annual General Meeting (AGM) to be held on May 22 can no longer be presented. This resolution provided for the appointment of a Board member representing the employee shareholders from the pair supported by the CFE-CGC Orange. This is irrespective of the fact that the agenda of the meeting has been published, the legal information for shareholders and the invitation to the Annual General Meeting have been sent, and the voting period is open.

As a result and in compliance with the applicable rules of information and communication, resolution 7 will not be submitted to a vote at the AGM and the votes already cast will not be counted.

The Board also instructed the Group’s management to initiate a new procedure in order to present to a future General Meeting of shareholders a candidate (formed of a pair including a leading representative and a substitute) for this position.

The Board of directors regrets the inappropriate practices highlighted by the Court in its decision and is taking measures to resolve the situation. The Board has therefore entrusted the Group’s management team with the objective of preventing the persistence of such improper practices as identified by the Court. This covers the application of accepted principles of ethics and fairness in electoral matters, and the requirement of equality in the means used conduct electoral campaigns.

More specifically, the stakeholders involved will now be asked to commit themselves to ceasing any actions during future voting processes, including all practices identified by the Court, that could undermine the fairness of the elections and compromise the validity of the vote.

About Orange

Orange is one of the world’s leading telecommunications operators with revenues of 39.7 billion euros in 2023 and 129,500 employees worldwide at 31 March 2024, including 72,500 employees in France. The Group has a total customer base of 282 million customers worldwide at 31 March 2024, including 243 million mobile customers and 21 million fixed broadband customers. The Group is present in 26 countries (including non-consolidated countries). Orange is also a leading provider of global IT and telecommunication services to multinational companies under the brand Orange Business. In February 2023, the Group presented its strategic plan "Lead the Future", built on a new business model and guided by responsibility and efficiency. "Lead the Future" capitalizes on network excellence to reinforce Orange's leadership in service quality.

Orange is listed on Euronext Paris (symbol ORA) and on the New York Stock Exchange (symbol ORAN).

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