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AGM 2024

May 22, 2024

Christel Heydemann
CEO, Orange

Ladies and gentlemen, dear shareholders, good afternoon, and welcome to the combined shareholders meeting of Orange. It is an honor for me to chair this AGM as an essential annual event in the life of your company. It is also a great opportunity for myself, our CEO, and the board of directors to present our achievements and projects, and answer your questions. The board of directors, which met just before this assembly, finalized the answer to the 54 questions that we received in written form about the Forum for Responsible Investment, with 10 questions. CFE-CGC Orange and ADEAS, 28 questions. Arum Equity FCP, 4 additional questions. About employees and shareholders, 2 questions, and from Nadia Zak-Calvet, 11 questions, and CFE-CGC Orange and ADEAS, 9 questions.

As authorized by the commercial code, and to make time for discussions with you who are here with us today, I suggest you look at the dedicated pages of the AGM on our website, orange.com. Now, here are some legal notices for our holding of this meeting. In accordance with the law and Article 21 of Orange's articles, I will chair this meeting, which is held on first notice. The preliminary notice was published in the BALO on the 26th of February, 2024, followed by the notice in the BALO on the 26th of April, as well as the actu-juridique.fr website. All relevant legal information has therefore been published. The required quorum has been met already for the ordinary and extraordinary shareholders' meeting. The provisional quorum is 73.3% to 76.3%, sorry.

We will inform you of the final quorum at the end of the meeting. I now declare this AGM open. The two shareholders with the highest number of votes are Bpifrance and the French Investment Agency, APE. However, we decided that the third largest shareholders of Orange, Orange Actions Employee Share Ownership Fund, will act as scrutineer, because it represents more than 10% of the voting rights, votes. Jérémie Gay will join us, and for Orange Actions, Madame Nadia Zak-Calvet, who is a chairwoman of the supervisory board, and Nicolas Guérin will act as a secretary of the meeting. Joining me on stage, Christel Heydemann, who is the Chief Executive Officer, Laurent Martinez, Executive Vice President, and Nicolas Guérin, Secretary General of the Group and Secretary of the Board of Directors.

Our Board of Directors are also here today with us, as well as the members of the Executive Committee. I would like to take this opportunity to pay tribute to the work achieved by all our directors, as well as the various committees, in particular, the governance and the CSR committees, chaired by Anne-Gabrielle Heilbronner. They are responsible for implementing our governance policies and the recommendations resulting from an independent evaluation. In 2023, the Board of Directors committed to support the group's transformation strategy. The objective is to become more resilient and more efficient, responsive, and agile. We want to enable growth in an extremely competitive market wherever we operate. The board approved the ambitious strategic plan, Lead the Future. It is ambitious, but realistic. Christel Heydemann will tell you more about this in her presentation.

But at this stage, all the objectives presented in this plan are on target. In strategic terms, the Board of Directors is taking steps for the major technological challenges ahead of us, and this is to support transformation and growth of the group. The group will be able to refocus on its core business, in line with recommendations from the Strategy and Technology Committee. To enable the group to address the challenges faced by the telecom industry, the Board of Directors understand the need to achieve a single market for telecommunications in France and Europe. As you know, our sector is highly and fiercely competitive. Current regulations, which were implemented at the end of the 1990s to allow the opening up of the telecom market, is no longer appropriate.

The extreme market fragmentation and the operators scattered everywhere across Europe is problematic, and this does not allow any balance.

... Furthermore, investment in infrastructure, which is needed to ensure Europe's competitiveness and sovereignty, is essential.

Gilles Grapinet
Chairman of the Audit Committee, Orange

So we are prioritizing these issues, and we'll urge the next European Commission to do the same. I see four key priorities. First of all, to enable the emergence of European players capable of competing with the major American, Chinese, and now Indian operators through the necessary consolidation. That requires moving away from the current dogmatic approach and enabling consolidations, both at national and international levels. We also need to develop the European regulatory framework, particularly by bringing national regulatory frameworks closer together, so that they reflect the current state of our sector. But isn't it also necessary to think about deregulating the sector so as to further unleash innovation and creativity? Finally, there's the fair share that we already heard about, which is about finding ways to ensure that particularly US tech giants pay for the right to use our networks.

The idea is to rebalance the economics of the telecoms industry in Europe, and to put an end to the value destruction that many operators have been suffering under for years. In this area, Orange has already achieved some key milestones, such as the completion of the joint venture project with MÁSMÓVIL to launch a major telecoms player in Spain, MasOrange. The creation of this new entity was authorized by the European Commission in February 2024, after two years of intense negotiations, and the board is following the progress of this project. Which will allow the group to operate more than 37 million fixed and mobile lines in Spain, while achieving more than EUR 490 million in synergies per year from the fourth year.

This operation is complemented by consolidation, in Romania, with the incumbent operator, Telekom Romania, and in Belgium, with the cable operator, VOO. All of this will allow us to strengthen our position in Europe. But we're not just seeking strength, we're also mindful of market development and the expectations of our customers, individuals and companies of all sizes, for example, with regard to new services such as AI, cloud services, and cybersecurity. In a context of strong geopolitical, economic, social, and technological uncertainty, Orange must meet high expectations as a trusted partner. If I can remind you of our purpose, which we approved in 2020, and which has since then been included into our bylaws.

But to remain in control of our future, the board knows that we must control our networks to ensure that our customers enjoy high-quality infrastructure and services, which they're entitled to, while at the same time enabling the group to achieve its strategic and financial ambitions. Beyond 2025, the Lead the Future plan will need to evolve and be reinforced as Orange continues to improve competitiveness and ensure profitable growth in France, while focusing on Orange Business and integrating AI and cybersecurity into its connectivity solutions, which are essential to our customers. We will continue to deploy and modernize our networks through innovation and artificial intelligence, while decommissioning the copper network in France by 2030. This is essential for developing future services and technologies.

Finally, we'll have to continue to focus on Orange's growth in Africa and the Middle East, thanks to our extremely efficient and effective local teams. This focus on performance is essential if Orange, and the entire telecoms industry in Europe, is to find its way back to value creation. A strong focus will enable us to generate the cash flow necessary to finance our investments and ensure our future growth. But our drive for performance must, of course, be carried out while respecting employee well-being. The Voice Up survey, sent to all staff, and to which nearly 80,000 Orange employees responded, has been very valuable. It has shown us that employee engagement, particularly in France, is absolutely comparable to other CAC 40 companies. I see this commitment each and every day when I meet our teams in France and in all of our subsidiaries.

Our teams are proud to work for Orange, are satisfied in terms of workplace well-being, and committed to achieving success for our company in a competitive environment. But this commitment is also reflected in supporting the various Orange foundations. The company diverts 1% of net income, particularly towards digital inclusion. Today, more than 2 million beneficiaries have received free training, with the aim of reaching 2.5 million by 2025 and 6 million by 2030. Orange's ambitions are underpinned by solid governance. The board of directors is supported by fully invested members with complementary expertise.

The 15 members of the board work in a collegial spirit, each bringing their expertise and skills, whether they are an independent director, like myself, which makes up a half of the board, or the three representatives of the state, Orange's largest shareholder or employee representatives, where three are directly elected and one represents, his or her employee colleagues. As usual, an external company assessed the key skills and expertise of the board members. The board was further strengthened by the appointments in 2023 of Gilles Grapinet to strengthen and chair the audit committee, and Momar Nguer, from Senegal, who brings valuable knowledge of Africa and long operational experience to TotalEnergies.

This analysis shows that thanks to the diversity and diversity of experiences of its members, both in France and internationally, the board has the qualities necessary to understand the issues presented to it. With regard to CSR, members of the board were invited during the second half of 2023 to a training session on the group's challenges and their responsibility to climate and environmental matters. In 2023, the total number of board and committee meetings was close to 30. Orange's directors showed very strong involvement with an attendance rate close to 100%, as published in our universal registration document. Thanks to regular executive sessions and good quality information provided to directors along with benchmarks, the board is in a good place to make recommendations to the company's management.

This 2024 AGM is also an opportunity to renew the mandate of Frédéric Sanchez, independent director and chairman of the Strategy and Technology Committee, which plays a major role, and also of Christel Heydemann, our Chief Executive Officer. Christel has, as you will recall, been a director of Orange since 2017, and began her term as CEO two years ago in April 2022. The board fully supports the renewal of her term of office, and on behalf of the board of directors, I would like to reiterate my confidence in Christel Heydemann for her strategic vision and her ability to implement it, and in her largely renewed executive committee. I would like to take this opportunity to address the subject of the remuneration of your CEO.

The council debated this at length under the impetus of the CGRSE, which has carried considerable work on this subject, and I'd like to thank Anne-Gabrielle Heilbronner for taking the lead on this. The objectives that had been set for 2023 with regard to the annual variable share have all been achieved for the first time in many years, and this is obviously excellent news. Now, for 2024, the remuneration policy that you will be asked to approve when voting on the resolutions at the end of the meeting is unchanged. Adjustments have been introduced to ensure that the same criteria is not found in both the annual and the multi-year variable remuneration via the Long Term Incentive Plan or LTIP, and to introduce, for the first time, a new environmental indicator into the annual variable remuneration.

Now, another adjustment is to include overachievement in the LTIP without increasing the maximum remuneration of our CEO. The idea here is mostly to send a message to the group's teams who will be subject to the same criteria, and to show the importance that the board attaches to the group's ability to generate cash and profitability, so as to be able to invest into our future. Finally, as this remuneration policy remains the same this year, the board has indicated that it reserves the right, if the need should arise, to review it during Christel Heydemann's term of office.

As you know, on the seventh of May, 2024, the board of directors met to examine the follow-up to the judgment rendered on the third of May by the Nanterre Commercial Court, which annulled the second round of the election to designate the employee shareholder representative on the board, following an appeal by the CFDT Orange trade union. The court notably considered that the campaign leading up to this pre-consultation phase had not been conducted in accordance with the standards that apply in such electoral processes in terms of ethics and equity. In particular, the court approached the CFE-CGC Orange, which supported the candidacy of the leading pair after the second round, having used extraordinary means in favor of this candidacy, which resulted in an influence on the vote and a manipulation of the electoral process.

For these reasons, and in the interest of fairness, the court annulled the second round of the pre-consultation and consequently, annulled the result of the election with immediate effect. In view of this decision, the board of directors noted that resolution seven of today's AGM can no longer be presented. This resolution provided for the appointment of a board member representing employee shareholders from the pair supported by the CFE-CGC Orange. This is irrespective of the fact that the agenda of the meeting had been published, the legal information for shareholders, and the invitation to the annual general meeting had been sent, and the voting period had been opened.

An appeal against this judgment was filed before the Versailles Court of Appeal on May thirteenth, but it does not change the fact that in compliance with the applicable rules of information and communication, resolution seven will not be submitted to the vote today, and any votes already cast will not be counted. The board has 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 deplores the inappropriate practices highlighted by the court in its decision and is taking measures to resolve the situation so as to welcome a new director representing the employee shareholders.

Before finishing, I'd like to return to a more positive note and let you know, that I re-evaluated the board and its committees again this year, just a year after the audit carried out at the beginning of 2023. Indeed, it was, it seemed important to me that, one year on from implementing our new governance and taking into account the arrival of two new directors, an independent firm, could assess the progress of measures put in place when I arrived. At this meeting on February 14, 2024, the board noted the results of this new assessment.

The report submitted indicates that almost all directors consider that the functioning of the board has continued to improve in several areas, and in particular, notes the strong commitment of all of your directors to the company, which is something that is conducive to productive work and open discussion on all subjects, reinforced by regular executive sessions, and, also noted the harmonious way in which I work alongside our CEO. This evaluation also highlights an increase in the quality of the information provided to the board, often supported by benchmarks, so that in each of our countries and businesses, we can compare our performance to that of our best competitors, regardless of their size and origin. This allows us to make improvements and enables directors to make a positive contribution to the group's management.

Directors are also satisfied with the quality of the presentations that were made at the annual strategic seminar. To finish, I'd like to remind you, dear shareholders, that, since my appointment, I have made sure that I was in regular contact with Orange's main shareholders. I have done that over the last month, and I felt that was extremely important. I met with representatives of employee shareholders, who represent nearly 8% of the company's capital, as well as representatives of Orange's Shareholders Consultative Committee, CCAO, and American and European shareholders, representing 20% of the company's capital. Thank you for your time, and I now hand over to Gilles Grapinet, Chairman of the Audit Committee. Merci, Monsieur le Président.

Mesdames et Messieurs les actionnaires, j'ai l'honneur, en ma qualité de président du Comité d'audit—Dear shareholders,—à l'occasion de chairman of the Audit Committee, it is my honor to share with you what the work of this committee has been during this year. The Audit Committee in 2023 has seen an improvement and an intensification of its work. Particularly, it has wished to better differentiate as part of its work and its feedback sessions to the board. First of all, the monitoring of performance and actions that have been taken to implement Lead the Future, as well as its more traditional activities, recurring activities of verifying the compliance of financial statements, internal control, and risk monitoring.

I would like to start by reporting on the first portion of our work in monitoring and supporting the Lead the Future strategic plan, with a key focus on the value strategy of core telco activities, obviously, as well as monitoring actions to exit non-priority sectors we have deemed to be non-priority, banking and SCOs, while at the same time strengthening the core telco business through mergers or acquisitions in certain countries, and transforming strategic activities to promote recovery within Orange Business and Orange Cyberdefense. In the same spirit, the Audit Committee has increased the attention that it's been paying to the major consolidated statements at the heart of the plan.

In particular, those oriented towards cash flow generation, such as the new FCF, EPS, earnings per share, and ROCE, which are, of course, communicated in addition to the more traditional statements relating to growth, cost control, and revenue, and our revenues, revenues development over time. Regarding the divestments of activities that were deemed non-strategic, during the 2023 financial year, an ad hoc committee was set up with three committee chairs to oversee, on behalf of the board, the progress made on the search with partners for Orange Bank. The work of this ad hoc committee, in which the chairman of the board, let me remind you, did not take part, as had been announced, was spread over the months of April, May, and June last, and of last year.

Concluded with the announcement on the 28th of June, 2023, of the entry into exclusive negotiations with BNP Paribas. Subsequently, the audit committee monitored the potential financial and accounting impacts of this operation, and will continue to do so until the banking license is handed over. Regarding strengthening the core telco activities, with regard to Belgium, the audit committee monitored Orange Belgium's acquisition of a controlling stake in VOO from its partner, Nethys, until the European Commission cleared the transaction and closed in June 2023. We're now monitoring the implementation of synergies. The audit committee has also very closely followed the strategic merger between Orange Spain and MásMóvil. Taking into account, in particular, the updating of the business plan and the sensitivity to market conditions.

Despite its deconsolidation from the group's overall financial accounts, the audit committee has wished to continue to follow this case very closely, given the strategic importance of this Spanish joint venture for the group. Another ongoing European action for the audit committee in 2024 is to review the work to finalize the agreement with the Romanian state, with a view to completing the merger of Orange Romania Communications, in which the Romanian state is a co-shareholder into Orange Romania along, of course, with all the necessary restructuring. Concerning the traditional scope of the committee to monitor risks, control, and performance, as every year, the audit committee has reviewed the company's risk mapping, including the effectiveness of the risk management system.

But in 2023, in particular, we have looked at some specific topics in a more in-depth way, and I wanted to report on four types of risks. The Paris 2024 Olympic and Paralympic Games, in terms of how we manage things and the associated risks, the geopolitical situation, particularly in Africa, the climate risk, of course, and the cybercrime risk. I would also like to tell you that this year, the audit committee has carried out some extensive and in-depth work on the results of the annual assessment of the internal financial control system, following a presentation by the group internal control department, in collaboration with our auditors.

Overall, this work has concluded that our system is effective, but it is the subject of a short and medium-term improvement plan under the aegis of the finance department, particularly as regards processes and IT tools. In terms of ethics and compliance, the audit committee examined the actions underway and the follow-up to the AFA's audit, along with the action plan, which is being implemented. Now, in connection with, obviously, all of the above work, the committee, as it is instructed to do, has looked at and approved the group internal audit plan and received a regular summary. It has validated the new group audit guideline, which strengthens central coordination within all subsidiaries. Finally, together with the auditors, the committee has also discussed their audit plan for the 2023 financial year.

In terms of legal disputes, the audit committee, as it does each half year, it has examined a detailed inventory of the situation to monitor the evolution. Similarly, we provide an annual update on the group's tax adjustments and financing strategy. The committee lastly has also received regular information on the evolution of the Orange share price, from the investor relations department, along with comparative performance analyses. And as is customary, in addition to analyzing the quarterly results, the committee also reviews all of the group's financial statements for the market, and makes recommendations to the board of directors in all of these areas.... Finally, with regard to the scope of the audit committee in particular, and to best practices, I do hold regular bilateral meetings with the statutory auditors.

Twice a year, I will convene the committee during an executive session, that is, without the members of the group's management to mark the half yearly and annual closures. I'd also like to introduce a new topic, which you know is very topical indeed, the new sustainability reporting scheme. Together with the CGRSE, the audit committee has examined the elements of the entry into force of the CSRD European directive, and has followed the different stages of the call for tenders, implemented to choose the auditors of these sustainability reports, whose names are submitted to your vote today. At the end of this process, the board has also applied the necessary provisions relating to the new division of expertise and labor between those two committees.

As a result of these changes, the Audit Committee will now, as of the next financial year, be responsible, and in addition to its current scope, for monitoring the sustainability reporting process, and the process for determining the disclosures to be made in accordance with the group's sustainability reporting standards. It will also extend its monitoring of the effectiveness of internal control and risk management systems, and internal audits to process sustainability information. In line with the group's strategy and beyond its current remit, the RMSMC will examine stakeholder dialogue and the results of the group's policy on sustainability and CSR, in particular, on the basis of all the information published by the group in this area.

Dear shareholders, I'd like to pay tribute to the efforts undertaken during this financial year, during 2023, sorry, by your directors within the audit committee. On behalf of the committee, I'd also like to thank our statutory auditors and the group's management teams, who under the aegis of the new CFO, Laurent Martinez, have enabled the audit committee to achieve its mandate in 2023, very successfully. Thank you for your attention.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Merci, Gilles.

Thank you, Gilles. Let me now give over to Laurent Martinez, our finance Chief Financial Officer.

Laurent Martinez
CFO, Orange

Thank you, Mr. Chairman. Dear shareholders, I'm delighted to speak to you today, eight months after I took office as Orange's CFO. It is my pleasure to share the group's 2023 results, which, as you know, is the first year for executing our Lead the Future strategic plan, which aims to strengthen the group's value creation to benefit all of our stakeholders. Our 2023 financial results are fully in line with guidance and confirm our ability to achieve our 2025 targets. I'd like to start by commenting on our commercial performance, supported by our network quality, and customer service excellence.

Orange maintains its leading position in convergence with nearly 12 million customers, up 0.7% year-on-year. Orange has 254 million mobile lines, including 104 million packages, up 10% year-on-year. Our FTTH customer base grew sharply by 12% to reach more than 16.5 million customers at the end of 2023. Despite inflation, which increased further in 2023, our price increases enabled us to partially offset the increase in our costs. The French regulator has also recognized us as the best mobile network for the 13th year running. To conclude on these commercial issues, something else that we've done very successfully was act as a responsible partner by lowering the prices of our social offering in France.

Let's move on to our financial performance, starting with the group's revenue, which increased by 1.8% in 2023, mainly driven by Africa and the Middle East, up 11%, a ten-year record. But also by Spain, which returned to +1% growth, and by the other European countries, which grew by 3%. Orange Business recorded stable results. France recorded a -1.4% decrease, as expected, explained by the decline in copper revenues and a strong 3% increase in retail service revenues, excluding PSTN. Now, let's talk about the group's profitability. EBITDAaL is up 1.3% in 2023, in line with our objectives. Analyzing this figure by country, it should be noted that the highest EBITDAaL growth comes from Africa and Middle East.

It's thirteen percent, demonstrating the strength of our multi-country, multi-business operations. Spain's 12% growth is also a real success and reflects our ability to create value in a highly competitive environment. Our other European countries are up 1.7%. France has recovered in the second half of the year, ending the year at -3.6%, despite a strong retail performance that could not offset the significant increase in energy costs and anticipated ongoing decline in wholesale copper, as you know. The return to stable profitability is expected in 2024. Finally, while Orange Business declined by 15% compared with 2022, the trend is now improving compared to last year. Our action plan is starting to pay off, in other words, with the aim of returning to EBITDA growth in 2025.

To conclude on EBITDA, our improved profitability also comes from our operational efficiency program, which aims to make the group's operations more agile and simple. These efforts translate into EUR 300 million in net savings over one year, i.e., half of our commitment by 2025. In addition to our strict discipline on costs, our lead in FTTH deployment has enabled us to significantly reduce our CapEx investments, which are down by nearly 7% in 2023. As you know, Orange is the undisputed leader in fiber in Europe, with more than 67 million connectable households. That's twice as many as Deutsche Telekom, Vodafone, British Telecom, and Telecom Italia combined. As a reminder, our fixed network infrastructure is leading to optimize 5G rollout. Orange's 5G is now available in 10 countries.

On cash flow, 2023 has marked the achievement of a major threshold. Our new free cash flow, all-in indicator, grew by more than EUR 1 billion to reach EUR 2.9 billion. All segments contributed to this, cash performance, with the exception of Orange Business. Another major asset to the strength of our balance sheet, and our level of financial debt remains around two years of EBITDA, 2.05 at the end of 2023. A slight increase compared to the end of 2022, mainly due to the acquisition of our competitor in Belgium. This financial strength allows us to put forward an increase in dividends, from EUR 0.70 per share for 2022 to EUR 0.72 per share for 2023.

I would now like to present the new indicators that we use to measure value creation, which is so central to our strategy. Starting with our earnings per share, up 16% over 2023, thanks to an increase in net income of more than 10%. Secondly, return on capital invested, which shows the group's ability to optimize its resources to regenerate its margin. This indicator is up 80 points compared to 2022, in line with our 2025 target. Now, I'll conclude with our 2024 forecast, which, by the way, excludes Spain, because due to the combination of our operations with MÁSMÓVIL, we now hold a 50% stake in our new market leader that is no longer consolidated in our accounts.

In 2024, we plan to continue to improve profitability with EBITDAaL growing slightly, thanks to continued revenue growth and strict cost control and investment discipline. Cash generation will continue to go up by EUR 3.3 billion, up from EUR 3.18 billion generated in 2023. On this basis, we maintain our commitment to maintaining a level of net financial debt in the medium term of around 2 years of EBITDAaL. And this will result in an increase of the dividend for 2024 to EUR 0.75 per share, subject to approval at the 2025 AGM. Thank you very much for your attention.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Merci. Merci, Laurent.

Thank you, Laurent. Let me now welcome Christophe Patrier for the auditors' report.

Christophe Patrier
Statutory Auditor, Orange

It is my pleasure, on behalf of KPMG and Deloitte, to present you with the reports that we have issued for the year that closed on the thirty-first of December 2023. Those reports are in the 2023 universal document. What I suggest is that I will summarize the main points of it. In terms of consolidated results, these accounts, as we certified, are regular and sincere, and give a faithful picture of the results of the financial situation and of the assets of the company and group at the end of 2023.

In the context of our mission, we have paid close attention to some of the points that we deemed the most sensitive, whether because information systems are particularly complex or because they contain judgment points that are of significant importance. We have felt that revenue recognition for select communications activities, evaluation of provisions for major legal disputes and tax adjustments, and evaluation of equity investments in goodwill, as well as valuation of goodwill impairment for certain cash-generating units were the key points. Besides that, the goodwill assessment for some of the BUs as part of the depreciation test have also been further key points in the auditing of consolidated accounts. As far as the fourth resolution of your shareholders' meeting, we have made a statement on regulated agreements.

The agreement that we're talking about concerns an exclusive negotiation agreement between Orange SA and BNP Paribas to relating to Orange Bank's customers. The person concerned by the convention is Mr. Jacques Aschenbroich, Chairman of the Board of Directors of Orange SA, Director of BNP Paribas. We inform you that we've not been advised of any agreements which were already approved by the shareholders meetings. Now, as regards the extraordinary portion of our general assembly, we have issued three reports on resolutions that allowed transactions that would have major impact on your accounts on the issuance of free shares to corporate officers and certain Orange Group employees. That would be under Resolution 13.

A second one, Resolution 18, on the delegation of authorities, the board of directors, to issue shares or complex securities reserved for members of savings schemes. And lastly, we have issued a report on Resolution 19. That's delegation of power for a period of 18 months to the board of directors to reduce the share of capital by canceling shares. There were no peculiar observations to make, and we can always make comments on that as the need may arise in the future. Resolution A is an amendment to Resolution 17. We have no observation to make in this regard. And lastly, we have also issued a report which you are not to vote on, on non-financial statements, on the verification of the consolidated non-financial statements. Thank you very much for your attention.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Merci.

Thank you. Before we hear from Christel Heydemann, I wanted to share Orange's new signature, brand signature. Orange est là.

Speaker 10

The pressure is rising in the living room. When Leah is old enough to have her first mobile. When you want to be alone, but not disconnected. When your business is in Paris and your investors are in Warsaw. When your phone's totally gone, but you should still be able to do something with it. When you don't know how this thing works. When you want to know what's going on at home while you're not there. When you click too fast, and now it's too late. When you're happy to finally live alone, but you can't live without Wi-Fi. Orange is here.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Christel. Christel est là aussi.

Speaker 9

Christel, and Christel, you have the floor.

Christel Heydemann
CEO, Orange

Ladies and gentlemen, dear shareholders, I'm delighted to be here with you today. Orange decided a few months ago to set up a new executive committee. I would like to take this opportunity to celebrate the arrival of Bruno Zerbib, now as Head of Innovation, and Laurent Martinez as Head of Finance. They joined the board in 2023. This new governance structure has been essential to manage a group with the size and diversity of ours, and I would like to commend Jacques Aschenbroich. Jacques, thank you for your work as Chair of the Orange Board of Directors. We have been busy implementing the ambitions set out in the Lead the Future strategic plan that we presented to you last year. This plan sets our 2025 targets and helps us to prepare for the challenges ahead of us.

On behalf of the entire leadership team, I would like to thank you for being here today. As Jacques mentioned, I would like to tell you a bit more about the telecom sector in Europe. Our industry is facing complex challenges and remains fragmented. When an operator in Europe has around 5 million customers on average, an American operator has around 100 million, and a Chinese counterpart, more than 450 million. The European Commission recognizes that European operators are falling short of the investment capacity needed by 2023 in order to achieve connectivity objectives in Europe. The European industry has fell short of the necessary investment. However, we are seeing increased awareness. Enrico Letta, the former Italian minister, sent a report to the European Commission, and it was entitled Much More Than a Market.

It pleads in favor of a unified sector in order to set out the right priority for our sector. The changes in the regulations should foster new regulations, and bring about a new European leaders. We agree with Enrico Letta, and would like to go further. In this context, European operators are faced with various landscapes and environments. Low-cost, aggressive operators are growing strongly, and have become our competitors everywhere in Europe. They benefit from the regulations. Given the situation, some historic operators decided to take some measures. For example, Telecom Italia decided to sell its network to Vodafone or KKR.

In this context, Orange is placed as the first consolidator operator, thanks to our operations in Spain with MÁSMÓVIL, in Romania with the fusion with Telekom Romania, and in Belgium with the buying back of the VOO operator. I would like to commend the teams who have worked on these operations, and all the pleading with the European Commission to get to this result. Now we have to deliver on all these synergies. Now, I would like to tell you about our operational strategy, and tell you a bit more about Lead the Future. We are already proud of the initial results that bring about some important changes. I would like to commend all the employees of Orange around the world for their commitment and their expertise. We would like to give more value to our core business.

We decided to invest on fiber connection. It represents between 20% and 80% of our business. In France and in Europe, we decided to increase our prices in order to compensate, to offset inflation. We've managed to limit customer attrition and build customer loyalty. We are determined to meet our customers' expectations in terms of proximity and responsiveness. Our new brand signature shows our determination to meet our customers' expectations in terms of proximity and responsiveness. Our connectivity and security services are essential for everyone, and we are committed to delivering the best. Our second pillar is based on our infrastructure. Our fixed network, mobile sites, the submarine cables, and core networks are key assets. We are leading FTTH operator. We own two-thirds of all the sockets deployed in Europe.

We also own over 75,000 mobile sites in Europe, in Africa, and the Middle East, directly or via our subsidiary, Totem. The arrival of new investors in the digital infrastructure market strengthens our conviction. Our balance sheet has become stronger, and we have a broader control of the value chain. Our third pillar is the transformation of activities for enterprise customers. We wanted to reposition our business to serve new needs, the next generation connectivity, cloud, and cybersecurity. In 2023, we have achieved our financial objectives. Orange retains its position as European leader in cybersecurity services, and we have reached an important milestone with more than EUR 1 billion in revenue in 2023, or 11% growth. Aliette Mousnier-Lompré will tell you more about innovation challenges, especially when it comes to AI.

Finally, growth in the MEA zone is our fourth pillar, with 11% growth revenue in 2023. MEA, once again, shows that it is our fourth growth driver. With the fixed broadband, the connectivity, mobile money, mobile data, and B2B services. In 2023, we also launched Maxit, a super app that brings together telecoms and payment services, and an e-commerce and content platform in a single interface. Maxit is already a commercial success, having already attracted 8.3 million active users in 7 countries in just a few months. We are achieving all our financial objectives, as announced in our strategic plan, as Laurent Martinez reminded us earlier. Beyond these results, I would like to commend our Orange teams. None of this would have been possible without you.

Our employees are the backbone of our company, and you are committed day in, day out. So we decided to launch Voice Up, our new employee barometer that measures the results entity by entity. This year's results show a participation rate of 65%, up 10 points compared to the previous edition. 72% of employees would recommend Orange as a place of work, and 81% expressed their pride in working for Orange. This honors us and shows that the strength of our group lies in our employees. All these results show the relevance of our strategic plan and its implementation. Our capacity to openly innovate is essential to face the disruptions and new technologies as well as newcomers. In terms of innovation, AI is a piece of innovation that we have been working on for years.

We are developing use cases that can be adopted at the group level to create value in three areas. For example, AI allows us to launch more effective and targeted marketing campaigns and improve customer service and problem resolution for our customer service teams. For our network, we already use optimization tools for our fiber and mobile networks, with more than 50 use cases in development. In the future, GenAI will also help change our network operation centers. For our employees, we have developed an internal and secure tool called Dinootoo, an AI tool based on ChatGPT, or Mistral. Over 30,000 of our employees have already used it at least once.

In terms of co-innovation, we were among the first to be part of the Open Gateway Initiative, which aims to transform telecom networks into a platform for developers by providing simple, ready-to-use APIs to enable on-demand connectivity tailored to the needs of the users. Our positioning as an operator means that we can provide a unique user experience by offering identity and anti-fraud APIs, securing banking transactions, protecting children, and verifying the identity of users. We are well aware of the opportunities and challenges ahead of us. This is why our priorities for 2024 and 2025 are clear. First and foremost, we want to continue to implement our strategic plan. In France, we will continue to transform our model through a copper-to-fiber migration, while at the same time ensuring margin stability.

In Europe, it is time to execute synergies in the three countries where we have carried out consolidation deals, namely Belgium, Romania, and of course, Spain. We must also continue the transformation and digitalization plan. In MEA, the objective and priority is to continue to develop our growth. To succeed, we need to develop our key and human skills. In a digital market that is ever-changing, training our teams and acquiring new skills is going to be essential, and we are already working on this. We have launched a program for Orange Business in order to train our employees to the jobs of the future. They are particularly linked to AI, cyber security, and integration. We are aiming for 20,000 certifications by 2025, and 5,000 employees upskilled or retrained. This is part of the new enterprise model challenge.

We want to improve and strengthen synergies whenever relevant. We also want to change and improve our company's culture in order to step up to the plate of any transformation ahead of us. Finally, I would like to lay the emphasis on the climate change. We estimate that there will be a 40% increase in natural disasters, with floods, storms, droughts. The APCC report underlies that these events will be more frequent and more impactful, and this, of course, will impact our infrastructure and equipment. We saw this already with the storms Ciaran and Amelius last November in France. 74,000 households were disconnected, and 385,000 French people encountered difficulties connecting to the mobile network. We have already deployed nearly 6,000 technicians on the ground in order to deal with the damage. This gives us a heavy responsibility.

First, we must mitigate the effects by continuing to reduce our carbon footprint, while at the same time building and maintaining the most resilient infrastructure possible to guarantee service continuity and reduce the financial consequences of climate risks. The GSMA estimates that by 2028, mobile data consumption will increase threefold. Faced with this sharp increase, mainly driven by an increase in video traffic and undoubtedly AI in the future, we must adapt and invest in new technologies such as high-speed broadband, fiber, and 5G. These are solutions that will allow us to absorb more data while reducing our carbon impact. For example, fiber uses three times less energy than copper. Decommissioning 2G and 3G networks will also make us allow us to make better use of the spectrum and reduce our energy consumption. So we have solutions, but we must act now.

The digital sector currently accounts for only 2.5% of greenhouse gas emissions in France. However, it could increase to up to 7% by 2040. If we do nothing, carbon footprint emissions will increase in France by 45% by 2030, and could increase fourfold by 2050. Orange has made a strong commitment to fight climate change, including reaching net zero by 2040. Our direct emissions, the Scope 1 and Scope 2 emissions, which are necessary for our networks and operations, represent 19% of our emissions. We have carried out actions in order to reduce our emissions by 30%. So we've achieved our 2025 objectives with 2 years ahead of time.

We must now continue this approach by accelerating network energy optimization and by developing network sharing and pooling, which, for example, avoids building excessively compared to consumption needs. We must also continue our efforts to minimize emissions, in Europe via PPAs or in MEA through solarization. At the end of 2023, more than 90% of the energy used to power our network and data centers in Europe, and more than a third in MEA, was low-carbon energy. We managed to cut our energy consumption by 70%-17% in our buildings. We also made some commitments to reduce Scope 3 or indirect emissions, so they represent more than 80% of our emissions and requires us to work with our entire value chain.

We must set out relevant carbon objectives and build tools as well as measurement tools to make progress. In France, only 7% of smartphones sold are refurbished. However, refurbished smartphones represent 84% less CO2 than a new smartphone. So we decided to offer a new service in our stores. We collect all the smartphones. Every year, 150 million smartphones, new smartphones, are sold every year in Europe, so this is important. About our network, OSCAR, our program, allowed us to save EUR 200 million in capital expenditure in 3 years. We will achieve our objectives only if all our suppliers are on board. Specific CSR criteria are now part of our call for tender. We want to build this together with our suppliers, this path to net zero.

To conclude, I would like to tell you about a project that illustrates our strength, expertise, and values. This project has kept us busy for a few years and is now almost finalized. Indeed, we're only 65 days away from the opening ceremony of the Paris Olympic Games. This project shows how bold we are. We are committed to offering end-to-end connectivity for the Paris Olympic Games. So we're expecting 15 million spectators and 4 billion TV viewers. This is unprecedented, and we are setting a new standard in terms of sustainable technological deployment. The objective is to limit our CO2 footprint to 1 to 10,000 metric tons, so the equivalent of 1,000 French people for a year.

We are also committed to ensuring that 70% of our deployments is sustainable and 75% of the equipment dismantled is reused. We are honored to be premium partner and official supplier of Paris 2024. We are more than ever committed to this. I'm going to give the floor to Aliette Mousnier-Lompré, but first, a video. Thank you.

1, 2, 3, go! Orange.

Bonjour à toutes, bonjour à tous. Good afternoon. Orange Business customers are companies, large or small, French or international, ministries, administrations, or even NGOs. Regardless of their size or sectors, these clients have been through a massive revolution since the advent of the internet. It is called the digital revolution. For companies, the way they work, sell, and operate is changing very quickly with digital technology. This radical transformation, which has come in waves over the past 20 years with the internet, smartphones, and recently the cloud, is going to further accelerate with the advent of artificial intelligence.... If you're not an IT director, you may not understand what this entails from a technological point of view. I'm going to tell you a little story about a document.

Take any document in a company, an appointment letter, a contract, an invoice, an audit report, any document that records a decision and important information, on the basis of which other decisions will be made. Until a few decades ago, this document existed on paper in a single original copy. Now, let's look at what the digital revolution has done to this document. First of all, it became digitalized. It became a computer's file, and then it also multiplied. This document then became collaborative. It was hosted online, and colleagues can work on the same document from anywhere, at any time. So how was all this possible?

For our documents to change, to morph into something new, companies had to put their computers into a network, and give their employees complicated means to communicate, be connected to the web, to set up storage spaces, secure them, and all of this, while at the same time bearing in mind a primary concern: data protection and the protection of industrial secrets. But this is only the beginning of the story. Our document will now go on a whole new adventure with AI, and namely, generative AI. Because generative AI reads, analyzes, summarizes, and writes documents, it also looks for and often finds information in those documents. The impact on the way we work, on our processes, information, and innovation are going to be huge. So you may be asking yourself: What about Orange Business in all of this?

Well, until a few years ago, Orange Business almost exclusively focused on private corporate networks, so fixed telephony and mobile fleets. This is what brought about this digital revolution, actually. But needs have changed radically, especially during the COVID pandemic. Who today uses a fixed and a landline telephone? Everyone uses video apps on computers now. Traditional telecommunications have given way to software and the cloud. At Orange Business, our central role in the digital transformation of companies has therefore also changed. It has been radically transformed, with a strong impact on our profitability, since some very profitable legacy activities are disappearing. But our role is more than ever crucial for our customers, and brings enormous growth opportunities for the future of Orange.

From a B2B telecom operator, we have gradually become a player that works together on the building blocks necessary for the digital work to work better: connectivity, cloud, cybersecurity, and data. This is incredible. We work on the performance of electricity distribution networks for entities, cyber protection for hospital computer systems. We also look into improving customer experience for giant retailers, such as Leroy Merlin or banks like BRED. As I said just a moment ago, the digital transformation of companies and administrations has opened up the way to innovation and new opportunities. At Orange Business, we know what role we want to play. We want to make AI more accessible. The opportunities, like, offered by AI are enormous.

We are seeing this within the Orange Group, for example, with coding assistance, translation, meeting minutes, or even for helping customer service agents, or drafting commercial proposals and contracts. Some of our employees are saving up to one day a week. Business requirements to ride the wave of GenAI is a perfect illustration of the unique and differentiating position of Orange Business. As a network and digital integrator that understands the entire digital value chain, we are probably the only French actor able to accompany companies from end to end. It is a very complex equation. We structure data, we support change, we also measure the carbon impact, and we offer underlying infrastructure with latency, cybersecurity, and many other elements. This equation raises the question of sensitive data and its protection, and the question of trust.

Trust is very important for Orange. It has showed the way to our experts when it comes to cyber data and AI. In March, I announced the offer of a ready-to-use AI offer, especially for small businesses in France. We work with the startup LightOn. We wanted to offer a ready-to-use AI solution that is built on trustworthy Orange structures with infrastructures which have been approved by the French government. Of course, we don't go from a B2B telecom operator to a network and digital integrator with a snap of the fingers. We have major transformation challenges in terms of our business and positioning, our portfolio of offers, our culture, and our skills. In recent years, we laid the foundations for a new Orange business with a new organization, a new management team, and a simplification of our products portfolio.

We decided to cut by half our products. This is going to be the beginning of an offensive project for our core business, and we want to position ourselves as the international leader for the piloting of corporate infrastructure. This means that we will have to work on our skills, so this is a major challenge for us, and I would like to bring Orange Business into the digital world. Over 13,000 certifications have already been received by our employees in partnerships with Microsoft, Amazon Web Services, and Cisco. Already, 1,800 employees have committed to an upskilling or retraining program. The initial results of this transformation are already visible. We have a red roadmap that started in 2023 as part of the Lead the Future strategic plan.

We are pursuing our objectives, and we want to stabilize our growth and sustain our growth from 2025 onwards. I am more motivated than ever to help Orange Business drive the digital transformation of France and Europe. We have everything we need to do this, with innovation and trust as our key drivers. We will continue to roll out our plan and seize all markets opportunities. We will continue to take care of each supplier in our ecosystem, from employees to customers, because they are the ones who will allow us to go faster, higher, and further. I thank you. And to conclude, let's watch a video about the expertise of Orange Cyberdefense.

Speaker 10

... accelerating, becoming more digital and more global. So do the threats. They're getting more and more complex, more global and organized than ever before. With one small click, your world can freeze. Orange Cyberdefense is here. Our 30 years of experience within Orange have raised us to a leading position in the European cybersecurity market. We accompany all organizations, from multinationals to small and medium businesses, companies, factories, institutions, entrepreneurs, and individuals. Our foundations are European, our presence is global, and we act locally. With our cyber centers based in 22 countries, we cover the world. Our multidisciplinary experts protect all your digital experiences, because above all, cybersecurity is a human journey. That's where our cyber experts make a difference, always thinking out of the box.

Our hacking spirit, combined with our services and our technical expertise leveraging AI, provide a unique cyber threat intelligence to deliver the ultimate end-to-end approach. We are committed to build a safer digital society. We are Orange Cyberdefense.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Merci. Merci, Aliette. Thank you, Aliette, for this very energetic presentation. I'm sure we now understand what's an, you know, end-to-end document management is. Now, dear shareholders, before we turn to the vote, I wanted to answer any of the questions that you have sent us. Christel Heydemann and the members of the board are present to answer any of your questions. To facilitate our debate, I ask you to make short questions, and would like you to keep to no more than two questions each. Before I begin, I'd like to remind you that we have a dedicated stand to answer commercial, technical, and after-sales service questions in the reception hall of the Salle Pleyel.

Please liaise with our Orange teams, who are on hand to answer all your questions, for any of you, of course, who might have any problems. We'll start with the first question.

Speaker 7

Bonjour, Good afternoon, Muriel Cuny. I live in Strasbourg. I have a question regarding the Olympic Games. Orange is a premium partner and official partner of the Olympic and Paralympic Games. I have a question regarding your preparation. So how did you prepare in order to be ready to face the enormous scale of the Olympic Games worldwide? And thank you.

Christel Heydemann
CEO, Orange

Thank you. Thank you for this question. Well, this is a project that we've been working on since Paris was considered as a possible host city. We have now over 1,000 employees fully dedicated to the Olympic Games. But for a few years now, we have been scaling up. This is an unprecedented...

challenge, of course, because it is as if we were bringing together, at the same time, 900 sporting competitions at the same time. We have 120 official sites to connect with 4 billion TV viewers. So we are deploying networks, and this is a source of pride for us, of course, as well as for our employees and everyone involved. Because this is a perfect way to show our expertise, our knowledge of the expertise of our technicians and experts. So we have to go up to the last mile or the last meter to make sure that referees on the football pitch or the basketball pitch can actually do their work properly. Everything will be visible, everything will be measured, and we are extremely proud. We still have 65 days ahead of us before the opening ceremony.

I also wanted to say that we have carried out many test events. Orange is one of the partners, but there are many others. So we are working with the relevant authorities, with the Paris 2024 organization committee, and we are now proceeding with our tests and rehearsals. We are working with Jean-François Fallacher, the boss of Orange France, and Caroline Guillemin, head of Brand and Communication. Gilles Grapinet, the audit chief, has all the stores ready. We have worked on and looked into the organization in place already to make sure that everything was set up and ready. So we are still working on this. We are still getting ready.

There are 1,000 employees working specifically on this, but many others that will make sure that all visitors, all people coming to see the games, will be served when it comes to connectivity.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Merci.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you. Question number 4. You seem to very happy with your client service, but on Trustpilot, your ranking is only 1.2, knowing the worst, ranking is 1.2. Competitors have, over 4. This is worse than 3. So how will you conquer new customers when you can't keep an appointment? And, why are you so, so self-satisfied?

Christel Heydemann
CEO, Orange

Well, we are satisfied, but not 100% satisfied.

Gilles Grapinet
Chairman of the Audit Committee, Orange

1.2, I didn't make it up. It's not just, you know, a failure, it's a client - it's a customer services failure.

Christel Heydemann
CEO, Orange

Well, we're not saying that 100% of our customers are satisfied. We are still working on this. Your specific events and the various indicators. And Jean-François Fallacher, because we are talking about Orange France, decided to set up a dedicated organization. We know that we still need to work on a few things to improve, and we know also, however, that for the thirteenth consecutive year, our network has been considered and assessed as the best network in France. So of course, we are not perfect, and your example shows this, but we keep improving. Every failure is a failure, but it is also a driver to improve. And we continue to work with our suppliers to improve things.

When it comes to a fiber connection for millions of clients, in 2023, we had thousands of additional clients, is something that is extremely demanding, so we are implementing many indicators. You may not be satisfied with my answer, but when you look at the Net Promoter Score, which is the indicator that is looked at in the industry, we have the best score on the market, and the customers are loyal to Orange. Unfortunately, the example you gave is not the one that we would like to hear, here in this instance, but we keep working on this. So of course, we are satisfied, but we keep working to improve things.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you. Question number two.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Merci.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you. My question is as follows: I am an employee of the group, and I own shares as, as a result. How can you reconcile the increase in dividends in the future and investment into the necessary environmental transition?

Christel Heydemann
CEO, Orange

Well, Laurent talked about this. The work we do and the guidelines that we have implemented. When we work on our cash flow, we keep in mind that we need to continue investing in our infrastructure. When it comes to fighting climate change, we are fighting to protect our infrastructure. We've invested on our fiber infrastructure, and this was a colossal investment. When it comes to environmental change, we know that these changes impact our digital infrastructure. When it comes to cutting our carbon footprint, we know that this is going to be a positive for the planet and for our performance. When we use a circular economy to reuse equipment, we go in the right direction when it comes to cutting our carbon emissions and improving our economic performance. So I think that environmental transition and investment capacity go in the same direction.

They go hand in hand. We've invested almost EUR 7 billion in capital per year. We still have a significant investment capacity, and we will continue to invest on our network, and we will continue to invest to improve the coverage of our network, and we will shift to a low carbon energy, of course. But I think that we should not have an opposition between energy transition or environmental transition and investment. I think that we need to be more effective.

Laurent Martinez
CFO, Orange

Perhaps you could repeat what you said during your presentation, that what we've done on fiber is important.

Christel Heydemann
CEO, Orange

Of course, decommissioning 2G and 3G, as well as moving from copper to fiber, will be very effective. Fiber uses less energy and creates less accidents, so we will need fewer technicians to make repairs on our network. So this will allow us to make some savings when it comes to maintenance.

Laurent Martinez
CFO, Orange

Moving on to question number 6.

Speaker 8

Good afternoon. Christian Ciaffieri, an individual shareholder. I have an observation and a question. The observation is that this morning, you and your Orange Business Services and colleagues were at VivaTech to announce a new partnership. So I wanted to congratulate you on this, and wanted to ask you what you wanted to do with these new Renault connected vehicles? And the question is that you've mentioned skills and talent on several occasions. What are you going to do in terms of training your staff at large?

Christel Heydemann
CEO, Orange

Well, this morning, Orange Business made some announcements, but we've been partners of Software République for several years already. Software République was made at the initiative of Renault, but there are plenty of other actors. VivaTech also is another example of our startups are present as well this week. So about the Software République, last week, we talked about the future. We are looking into the security of connected or smart vehicles when we talk about our this segment. And we are working with the biggest, the largest automobile constructors around the world.

Orange, as a whole, as a group, is investing a lot on training, and we've mapped all the jobs and positions to try and understand what will be the jobs and skills absolutely necessary for our success in the future. We're talking about the long term here, not the short term. So we decided to launch this program. Aliette talked about this. So we are looking into certifications and re-training or re-skilling. And this is for all employees, so we offer various training programs. Some of them are mandatory because they cover the essential concepts to protect our company. So we talk about compliance and cybersecurity, and then we have some more specific training programs, and we work on data, AI as well. And for managers, we have training courses for acquiring soft skills.

We are investing a lot on training courses in France, but abroad as well. We are still working on the workforce planning to try and identify the future major challenges, because when we do the migration from a copper to a fiber network, we need other different skills. This is going to impact the technicians and the salespeople in our shops. We will all need to be trained to AI in order to understand this technology.

Laurent Martinez
CFO, Orange

Thank you. Question number four.

Speaker 8

Good afternoon. Thank you for giving the floor to individual shareholders. I have a question on Shareholder Club . I was surprised to see that you had launched a premium shareholder club. So in order to belong to that club, you need to own 1,500 shares and invested EUR 15,000 in order to take part in some activities. So I would like to know more about the reasons that led you to create this distinction between shareholders? Because the majority of French-listed companies have a list of shareholders that is simple, the way we knew it before. This way, all shareholders, they can actually benefit from the offers offered by the company. So about this premium club, can you tell me more about this?

Can you tell me if you've noticed that more shareholders have invested more? I would really like to know why you decided to change this, to make this discrepancy.

Christel Heydemann
CEO, Orange

Well, I can tell you that the objective is not to discriminate anyone, of course, because we decided to maintain the individual shareholder club, which is accessible to any shareholder, even if they own only one share. I'm not an expert, but I think that the teams working on this wanted to bring together a certain number of shares. This is quite recent, so we can't draw any specific conclusion as of now. Of course, we will collect feedback from the shareholders, shareholders who have a sufficient number of shares to belong to this new club, and the feedback from the other shareholders.

But let me reassure you, we still have the individual shareholder club, and you will still have the opportunity to belong to this club. If you have only, even only one share, you will have access to news, videos, and you will also have the opportunity to talk with the teams in charge of the club.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you, Christel. Question number six.

Speaker 8

Oui. Paula Ducognets. I'm a shareholder as well, an employee. Do you have an estimate of financial... potential financial gains from the Olympic Games?

Christel Heydemann
CEO, Orange

Well, the objective is not to have any short-term financial gain, of course. It is first and foremost a source of pride for our employees and for us. Of course, there will be some gains, because some countries and companies need some more connectivity to cover the Olympic Games. Of course, this also involves some expenses, because we are dedicating 1,000 employees to this. So, the objective is not specifically profitability. We haven't set out any specific objective in these terms, but we will take stock of the situation afterwards. I think that contributing to the Olympic Games contributes to the brand image of the group, which is important.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you, Christel. Question number two.

Speaker 8

Hello, Leïla Chataoui, employee shareholder. Madame Heydemann, I wanted to know from you what you think about the 15,000 employees who signed the petition to ask for the reopening of the NAO, because nine out of ten employees will not benefit from any increase in their wages, while inflation is increasingly increasing more than ever.

Christel Heydemann
CEO, Orange

Well, of course, in the current situation with inflation in all geographies where we operate, I understand that your question was about France, but this is a topic that is true for all employees in the group. When we are negotiating salary increases, we do so country per country. We had rounds of negotiations in France, and unfortunately, we did not reach any agreement this year. In the NAO context, we reached an agreement last year, but not this year.

So this was a unilateral decision. We have a 3%, a budget of 3% salary increase overall, and it is not true when you say that nine out of ten employees will not benefit from any salary increase. This is not true. We decided to concentrate on the lowest salaries when granting salary increases. So of course, there was no overall salary increase. But with this 3% budget, we cannot actually grant a salary increase to 100% of our employees. I hear you. I hear your request. We can reopen negotiations, and I'm delighted that we managed to find an agreement in the recent weeks regarding incentives. Two months have passed since the end of negotiations, and we will not reopen negotiations now. What you say is not true.

We have granted some salary increases and inflation for 2024 in France are forecasted to reach 2.5%.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you, Christel. Question number one.

Speaker 8

Good afternoon. I'm an individual shareholder, and I wanted to know why, despite all your nice words and speeches, and your very positive attitude, why are shares not increasing in price? They are still around EUR 9-EUR 10. I bought my shares when the France Télécom was privatized, and I think at the time I bought them for EUR 50 per share. So I decided to keep them in order to make money when I was older, but I'm not sure it's ever going to happen unless I live until I'm 150 years old. So why is this? I think that I read somewhere that the fact that you set up Orange Bank had undermined your balance sheet. So what about the future and your partnership with BNP? Thank you.

I know that you can't read the future, but I would like to have your insights. Thank you.

Christel Heydemann
CEO, Orange

Well, thank you for your question. We've talked about this, often, and we talk about this often with the board of directors. Unfortunately, this is, part and parcel of the telecom industry in Europe. We're not the only ones in this position. Out of 21 financial analysts, over 80%, I would say even close to 90% of them, recommend, to buy Orange shares. However, it is true, in, Europe, the industry is very, fragmented. Investors, see that, returns on investments are low because we are investing in infrastructure and because of the, fragmented nature of the market. So you can be a pessimist or a, an optimist. Of course, there is still a lot of work ahead of us.

We are working on European-wide challenges. We are consolidating the Spanish market with MÁSMÓVIL. This will create value. The share price is different from its yield. The value of the share also depends on its yield. Now, I can't read the future, as you said, so I just, I'm just repeating what I've heard. We should reach EUR 13 on average for a share. It's far from the EUR 50 that you mentioned, but we are working on this.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Thank you, question. Thank you, Christel. Question number three.

Speaker 8

Good afternoon. In your presentation, and that echoes what you just said a second ago, you said that there were several blocks, the U.S., China, Europe. In other words, the market was fragmented. So what do you do at Orange to open to consolidation that would improve the profitability of your operator? And also, if I remember correctly, what you said at the beginning of Mr. Aschenbroich presentation, to make people pay the right price for the services rendered by operators. I'm thinking of the GAFAMs , of course. They use our infrastructure, and they may not be paying as much as they should for the services that are being rendered. That was my first question.

My second question would be regarding the asset that you just created with Orange Spain, Orange Spain. You said something that I thought was important, and I'd like you to clarify. There's been deconsolidation from an accounting perspective of the results of Orange Spain with MasOrange. What does that change compared to a MasOrange that would continue to be fully integrated within Orange? What does it change in terms of access to results and access to the kind of business performance developments that we expect from this? And one last thing, you talked about operators. Let's not forget about Deutsche Telekom. The equity is not at all the same. It's much higher for Deutsche Telekom. Why this difference? And you talked about yield.

Yes, and yield is a function of the share price, and it's high. It's high because the share price is low. Couldn't you put in place something that L'Oréal and Air Liquide have done in the past? If you are an individual owner, if you're an owner, you could have your dividend increased by 10%. That's a possibility, isn't it?

Christel Heydemann
CEO, Orange

On the first question, regarding the real value of the networks in the digital ecosystem and the question of having the various actors and stakeholders paying when they use these networks, is what we call fair share. We're talking about YouTube, Meta, TikTok, Amazon and Netflix. They use up to 80% of our network when we talk about traffic. And we don't make any money from this. On the other hand, we have to invest in our network to support the increase in traffic that they generate. So we have to invest some capital because of them, but we have no return on investment for this specifically. So this is the heart of the matter. This is something that we are talking about with the EU.

This was also raised by Enrico Letta in his report to the European Commission. This topic has led to a lot of debate, because the objective is not to increase the taxation, but rather to rebalance the dynamic between digital actors and platforms. This situation is also present in the U.S., in South Korea, so it's not just in France or in Europe. But I think that this topic will continue to be present ever more so with AI. It is maybe too early to say, but I think that generative AI will make this topic even more relevant. So we are talking about this with Telecom Italia, Deutsche Telekom, with all operators in Europe and in the U.S. So you talked about the valorization of Deutsche Telekom.

Well, let me tell you that over 90% of the value of the shares of Deutsche Telekom is linked to their operations in the U.S. with T-Mobile. So if we look at the value of telecom operators in Europe, we are all in the same situation. And when we look at the performance of Deutsche Telekom versus Orange in Europe, we are much more profitable when it comes to return on investment in Europe. But Deutsche Telekom are lucky enough to be present in the U.S. as well, but this leads to other peculiarities, but we're not here to talk about them. Now, the second question about the deconsolidation of our activities in Spain. So now we own 50% of an asset that is twice as big, so it is a deconsolidation in the accounts.

So this has led to large change, of course, but from an economic point of view, we have retained the value. Laurent Martinez is part of the board of directors of this company in Spain, and will continue to publish the Spanish results twice a year, at least, and maybe not every quarter, but at least twice a year. We want to give you more visibility. In Spain, we have the opportunity to take back control of these activities, so we could reconsolidate these activities in the future in Spain. I said, could, because we need to see what happens. In this context, we will continue to share the information on the Spanish activities. Now, about dividends. I'm not sure. Maybe you can take over?

Gilles Grapinet
Chairman of the Audit Committee, Orange

Yes, of course. First, I'd like to confirm or infirm what you just said. My neighbors tell me that privatization happened at the value of 27%. After that, the share value rose very high and then came back down to where it is now. It's also due to the fact, as Christel said, that the profitability of invested capital has been what it is. Over the past 15 years, this industry has destroyed in value. We need to go back to the basics with Orange and do all the things that we're doing to start creating value as Orange. But also we need to lobby the authorities, so to say, so as to change the regulations. For now, we've been preaching in the desert.

So if you, as shareholders, can help us convince French and the EU authorities to go in the right direction, you could actually help the value of your share. Now, as regards the dividends and increasing their value, there's a legal answer to that, and there's a more business answer. If you want the legal answer, my colleague on the left can certainly answer that. But I think from a business perspective, it's not so much about adding, you know, bonuses. It's raising the dividend on a regular basis. But in order to do that, you need free cash flow. So what you have, the available cash that the company has on its hands once you've, you know, spent everything.

Laurent's indicators are extremely important in that year after year, through the work done by Christel and her teams, we need to be able to increase profitability, cash generation, and little by little, step by step, link that to a gradual increase in the dividend. And I think that, in terms, of helping our shareholders and creating value for them is the right way to go, rather than, you know, adding, you know, bonuses to the dividends after, you know, they've kept the share for a certain time. So, that is the direction that your board has decided to go in the coming years.

What we announced was the increase in 2023 through 2025, and the teams are already working on preparing for the next plan that will be presented in late 2025 or early 2026, which will be the next step. What I talked about in my introduction as being the next step to the Lead the Future plan. Next question. Daniel Dubois of the Advisory Board of Shareholders or Advisory Committee of Shareholders. You said in your answer to the previous lady, that if you only own one share, you can have all of the information from the club, but that's not exactly, you know, my question. I wanted to talk about Africa, because what I'm hearing is that it's very hard in Europe and France for many reasons to do with competition, and regulation, certainly.

But Orange is very well positioned in Africa. You see the results quarter after quarter. You see the figures. Sure, the share price is lagging behind, even though dividends are pretty good. So when will we see the big African transaction that could actually revive the price of the share and would be good news for everyone?

Christel Heydemann
CEO, Orange

Well, we are very happy, and, we commend our teams when it comes to the performance of MEA. This is a pillar of our strategic vision. Activities in those countries are not simple. There is a lot of competition, many problems, but our, portfolio of activities, are spread throughout 18 countries in MEA. No country represents over 15% of the total of activities in this region. We have worked a lot. The average, revenue is lower than 3 EUR per client, so the market is completely different to that of, Europe, European market. Our first strategy is to foster organic growth. Non-organic growth, is, something that we, look at on a case-by-case basis, as we have done in the past already. We looked at some operations recently, but not all necessary, conditions were met.

This is an asset on which we are still investing. We are investing some capital to foster growth in those countries where we are already present, and we always analyze and look at opportunities in order to create value.

Gilles Grapinet
Chairman of the Audit Committee, Orange

By nature, if the Big Bang happens, you'll find out after the Big Bang, not before the Big Bang. Question number four, please.

Speaker 8

Good afternoon. My question is similar to the one that was just asked. For a long time, I was in charge of our operations in Africa. But in fact, when I talked about networks at the time, my teams would say, give up on Orange. But, you know, the problem was, it was a French group, so you're linked, so you'll have to keep on working with Orange. But people were always whispering to me the names of your competitors, and we held on, but we weren't always very happy with the quality of service. And my question would be, what's the percentage of revenue for each country?

Once I was invited to a conference with Orange, and I met those great teams, which led me to believe that in terms of cybersecurity, you'll do a great job during the Olympics. Interestingly, you have operations in Romania, but you're decommissioning copper. Perhaps you could tell the Romanian thieves that you can give them the copper directly. That was just a joke. Your comment, just a comment on AI. We never found it possible to understand the bills of business services, and so maybe now, with the help of AI, we'll finally have intelligible invoices. Thank you. Perhaps you want to ask Jérôme to answer on Africa or the quality of our service?

Christel Heydemann
CEO, Orange

Well, about Africa, if you were a large client, you were a client of Orange Business, because we offer connectivity services for our clients and customers in France, in Africa, in the U.S., et cetera. So of course, we have our own infrastructure. We serve our clients with SME, and we have the underwater cables as well as submarine cables. So we have sometimes up to 60% of the market shares. In some countries, we are in the challenger position, so third position, and we are still making progress in all our geographies. So this is what we were talking about, the growth. There is potential for growth, but the market is extremely competitive. We are doing everything we can to be the best, but there is always some margin for improvement.

About your various comments, copper being stolen. Well, this happens in Romania as well, with Telekom Romania, and this is one of the reasons why we should decommission copper networks. This copper network is aging, and it is difficult to maintain. Copper being stolen is impacting many clients and customers in France. This means that clients and customers are disconnected. We must invest on a network which we know will not last long. So this is a serious situation. We are working with the police forces and the paramilitary forces, the Gendarmerie, and we will continue to do so. But we know that given the price of copper, this topic will continue in time.

Gilles Grapinet
Chairman of the Audit Committee, Orange

In fact, if you'll allow me, I would like to flag your unpalatable comment on Romanians. A lot of honest Romanians, and we're very happy with our work there and our teams there, and we love the Romanian ecosystem. So, you know, some connotations are, you know, things that I just don't want to hear in our general meetings like today's. I suggest that we field two more questions, two and four. I tried to stand up. You could remain seated if you like.

Speaker 8

Thank you for fielding my questions. I'm an individual shareholder. And the heart of the question would be that as an individual customer, I've had, you know, to deal with Orange, and I'm very happy with the welcome, so to say. There's a store.

You can go to the store, you can communicate with people. I'm handicapped. It's not a physical handicap, but I have a real communication problem. In fact, I'd like to thank the sign language translator, because it's helped me a lot to understand this general meeting. And if I understood correctly, you talked about AI. Now, I have attended several CAC 40 general meetings of shareholders, several of them, several companies. And in their video presentations, they have started using live subtitling in French, which is, you know, such great help for people who have the same kind of handicaps for me, just helps us understand what's going on much better. And so here's what I wish: I would love to see that in 2025. I would love to still have our sign language interpreter. That was great.

Gilles Grapinet
Chairman of the Audit Committee, Orange

I want to thank the interpreter once more, as well as the subtitles, please. Now, going back to Orange Business, as an individual, when I talk to Orange, you know, people say, "You're an individual subscriber." Yes, but I'm also a volunteer in associations of, you know, people that share, you know, a handicap with me, and I have slightly different questions. And when I talk to Business, people tell me, "You're an association, you're not a business." And so here's the question: As part of your future objectives, I have not seen anything on how you will talk to associations. Associations are not huge, but which may be federations with presence all over the French territory, which you might use.

Because if Orange, which is an international company specialized in connectivity and communication, if a company like you doesn't help someone like me with communication problems, who's going to help us?

Christel Heydemann
CEO, Orange

We try to improve year after year, and in fact, last year, somebody told us that we didn't have sign language interpretation, and so we did it, which is a great thing. And in fact, sorry about something, which is that subtitling, live subtitling, we have on the website, but we didn't include it in this room. That's an easy change that we can carry out next year. Now, Christel, of course, is the one who will, you know, answer your question about the needs of a federation like yours. Well, it depends on the size of the organization. Orange Business serves larger companies, including large NGOs, as Aliette said, but we also have another side of our organization, which serves the smaller organizations for their professional needs.

And if you go to any Orange shop in France, you can actually have access to these pro services, but it depends on your needs. So I suggest that you go and reach out to the teams. And we can actually have a translator accompany you as well. And I think that the AI and the technology will also allow us to be more inclusive and to do better. In the Viva Tech, we've had a look at many new initiatives, including for the Olympic Games, with some incredible startups to make sure that the Olympic and Paralympic Games can be more inclusive. Technology should also allow us to be more inclusive.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Let's take a last question. Question four.

Speaker 8

Well, I would like to go back to my previous question regarding the shareholder club. You said that if you owned one share, you are part of the shareholder club. But that was clear right from the beginning. But why did you decide to set up a premium club? Why this discrepancy, this distinction between the two?

Christel Heydemann
CEO, Orange

Well, I guess that it met the expectations of some shareholders who wanted more, and I think that this is something that is common on the market. I don't think that we are the only one doing so, but we will look into this topic. I also invite you to buy more Orange shares. Why not, after all?

The idea is not to exclude anyone, but to include more people and to offer a better service to some shareholders who had higher expectations and who were larger in size. And I think that Orange is not the only one doing so.

Gilles Grapinet
Chairman of the Audit Committee, Orange

All right, thank you. I think we'll leave it at that in terms of the Q&A. Thank you very much for your contribution and for asking, as many questions as you did. Let's move on to the last part of our general, meeting, which is, the vote on the resolutions. Nicolas, Nicolas Guérin is going to take over from here and tell you about the, modus operandi.

Nicolas Guérin
Secretary General and Secretary of the Board of Directors, Orange

Thank you. Before we move on to voting on the resolutions, I wanted to remind you that, as you may have read in the press release of May 7, available on the webpage dedicated to the general meeting, and in the corrective notice to the meeting notice published in the BALO of May 13.

That in application of the judgment of the Nanterre Commercial Court of May third, the appointment of the director representing the employee shareholders has been removed from the agenda of the general meeting. Consequently, the text of the proposed seventh resolution related to this matter will not be put to a vote, and votes cast on this proposed resolution will not be counted. Before the vote, we'll present a film explaining the voting procedures. Dear shareholders. All right. We can now move on to the vote. I'll tell you that the definitive quorum is of 76.6%. I will give you the number and title of each resolution, and then you'll have a few seconds to make your choice. And then I will tell you the result of the vote resolution by resolution.

I now invite you to take your voting devices. Let's start with the first resolution. Resolution one concerns the individual company accounts. The vote is open. Voting is closed. The resolution is adopted by 99.94%. Resolution number two concerns the consolidated accounts. Voting is open. Voting is closed. The resolution is adopted by 99.94%. Resolution number three. The results of the exercise to the 31st of December 2023. Voting is closed. Resolution is adopted by 85.11%. Fourth resolution, regulated conventions. Voting is open. Voting is closed. Resolution four is adopted by 97.06%. Fifth resolution, renewal of the term of one administrator, Mrs. Christel Heydemann. Voting is open. Voting is closed. The resolution is adopted by 96.27%. Congratulations, Mrs. Heydemann.

Gilles Grapinet
Chairman of the Audit Committee, Orange

Resolution number six, renewal of the term of an independent administrator, Mr. Frédéric Sanchez. Voting is open. Voting is closed. Resolution is adopted by 94.93%. Congratulations, Mr. Frédéric Sanchez. Resolution number seven, ordinary resolution. Let me remind you that we had to pull off this resolution for legal reasons, so we're moving on directly to resolution number eight, appointment of Deloitte and Associates as our auditors in terms of sustainability. Voting is open. Voting is closed. Resolution is adopted by 99.83%. Resolution number nine, appointment of KPMG as our auditor on sustainability. Voting is open. Voting is closed. Resolution is adopted by 99.59%. Resolution number 10, validation of the information on the remuneration of managers as included in the company governance report. Voting is open. Voting is closed.

98.89%, the resolution is adopted. Moving on to resolution eleven, remuneration of Mrs. Christel Heydemann. Voting is open. Voting is closed. Resolution is adopted by 97.04%. Twelfth resolution, validation of the 2023 remuneration of Jacques Aschenbroich. Voting is open. Voting is closed. 99.93%, so resolution adopted. Moving on to resolution thirteen, approval of the remuneration policy in 2024 for our director general. Voting is open. Voting is closed. 81.76%, that carries the vote. Resolution fourteen, approval of the 2024 remuneration of the chairman of the board. Voting is open. Voting is closed. The resolution is adopted by 85.12%. Resolution fifteen, approval of the board members' remunerations for 2024.

Voting is open. Voting is closed. Resolution adopted by 99.78%. Resolution 16, authorizing the board to buy or transfer Orange shares. Voting is open. Voting is closed. Resolution adopted by 99.55%. Moving on to extraordinary resolutions with number 17, allowing the board to give out free shares, some of the members of the Groupe Orange personnel. Voting is open. Voting is closed. Resolution is adopted by 82.84%. Number 18, delegation given to the board to issue shares, et cetera. Voting is open. Voting is closed. Resolution is adopted by, in 98.43%. 19, allowing the board to reduce the equity, the capital, by canceling shares. Voting is open. Voting is closed. Resolution is adopted by 85.11%. Resolution 20, powers for formalities. Voting is open. Voting is closed.

Resolution is adopted by 99.95%. I have one more extraordinary resolution for you, that was not agreed to by the board. It's an amendment to the 17th resolution to give free shares to all of the personnel or to have a reserved offer for the personnel. Voting is open. Voting is closed. Resolution is rejected by 80.15%. And I'm done, Mr. Chairman. Thank you.

Jacques Aschenbroich
Chairman of the Board of Directors, Orange

Dear shareholders, this is the end of our general meeting. Thank you for coming all the way here, and glad to see so many of you here. I'd like to thank all of the Orange teams that have made sure that this general meeting would be a success. I'd like to thank them on your behalf and congratulate them.

Thank you, and see you next year.

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