Orange S.A. (EPA:ORA)
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Apr 27, 2026, 5:35 PM CET
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Earnings Call: Q1 2026

Apr 23, 2026

Operator

Hello to all of you. Welcome to Orange Q1 2026 results conference. For your information, this conference will be recorded. The call today will be hosted by Christel Heydemann, our CEO, Laurent Martinez, our CFO, with other members of Orange Executive Committee for the Q&A session after the presentation. Let's start with the presentation. Christel Heydemann, the floor is yours.

Christel Heydemann
CEO, Orange

Good morning. Thank you for joining our Q1 results presentation. Before getting into our Q1 results, I would like to mention that last week in France, we announced entering into exclusive negotiation with the Altice France group for the acquisition of SFR, jointly with Bouygues Telecom and the Iliad Group. Our joint offer reflects a total enterprise value of EUR 20.35 billion for the Altice France assets under consideration. Orange share within the split of price and value between buyers would be around 27%. This transaction would help sustain and strengthen the entire digital economy and the telecommunication sector in France. There is no certainty, though, that this process will result in an agreement. In parallel, in Spain, we already received the approval of the antitrust authorities, and we are confirming a closing of MasOrange transaction in Q2. Back to our results.

The year 2026 started with the presentation of our new strategic plan, Trust the Future. This plan was well-received, and we are now fully focused on its execution. In Q1, we reported very strong financial results, with group revenues up by +3.5% and EBITDA up at +6.6%. This is fueled by a very robust retail services performance, growing +1.1% in France and in Europe and +13% in Middle East and Africa. We also accounted for significant positive wholesale non-recurring items in France. These items were mostly anticipated and therefore already integrated into our guidance. Excluding these effects, the underlying growth in group revenues is circa +2.5% and circa +3.5% in EBITDA. Based on these solid results, we are upgrading our EBITDA growth guidance from circa 3% to above 3% while fully confirming the rest of the 2026 guidance.

Lastly, I would like to emphasize that in the current volatile environment, Orange remains very solid and highly resilient. We closely monitor conflict situations, particularly in the Middle East, always prioritizing the safety of our employees. Additionally, we are well-edged regarding energy in Europe and benefit from a high level of solar power adoption in Africa and the Middle East. As a result, our exposure to the indirect impacts of the crisis is limited. Let's now review our strong Q1 results. Revenues reached EUR 10.1 billion and grew by 3.5%, driven by retail growth across all geographies and the expected positive wholesale non-recurring items in France. EBITDA is up 6.6% this quarter, reflecting growth in retail services, continuous efficiency efforts, and the positive effect of wholesale non-recurring items. We maintain discipline on eCapEx, with eCapEx to sales around 15%, in line with our guidance.

This solid first quarter gives us strong confidence in achieving our 2026 guidance, with an EBITDA growth now expected to be above 3%. Q1 was a dynamic quarter marked by the launch of several strategic Trust the Future initiatives in our three core ambitions, customer intimacy, innovative growth, and excellence at scale. In customer intimacy, we introduced two AI assistants in France, Sharlie, a 24/7 conversational assistant dedicated to answering our Sosh clients, and Mon Assistant IA (MAIA), an assistant helping Orange sales teams better understand customer needs. We also launched new loyalty programs in France. Regarding innovative growth, we announced more than 10 innovative offers at the Orange Business Summit, including Europe's first anti-drone-as-a-service solution, sovereign collaboration tools, and an AI-powered cybersecurity offer. In terms of excellence at scale, Orange Business announced a partnership with Tech Mahindra to accelerate digital transformation for our international customers.

In France, we began decommissioning 2G and copper networks, closing 900,000 households while implementing our new organization to boost efficiency. Trust the Future is in action. I will now hand over to Laurent for the business review, starting with France on slide eight.

Laurent Martinez
CFO, Orange

Thank you, Christel. Moving to France, the competitive environment remains generally stable on the high end and slightly improved on the low end. In the first quarter, our efficient commercial strategy led to robust commercial performance. We recorded the lowest churn on fixed broadband and convergence since Q2 2022, and mobile churn improved by more than one point. Net adds remains strong with 55,000 in fixed, a record since Q4 2021, 40,000 in mobile and 15,000 in convergence. Convergence ARPU is up by EUR 0.3 year-on-year, and fixed broadband ARPU is stable, both sustained by our cross-sell strategy. Mobile-only ARPU is down by EUR 0.8, still reflecting the mix effect related to the competitive landscape over the past year. On the financial slide, revenues reached EUR 4.4 billion, up by 2.3% year-on-year. Retail services, excluding PSTN, increased by 1.1%.

The strong performance of fixed broadband and convergence, driven by our focus on our customer loyalty and multi-service approach, offset the expected decline in PSTN services this quarter. We increased our NPS to above 34, widening the gap versus the number two to 11 points while reducing churn across all segments. On the wholesale side, revenues increased by 6%, mainly due to the positive impact of circa EUR 100 million wholesale non-recurring items, which include significant co-financing anticipated in our plan.

This strong result gives us confidence in achieving our target of stable plus EBITDA growth in 2026 in France. Turning to Africa and Middle East, which continues to deliver a very strong performance, demonstrating our positive momentum. Revenues increased double digits for the 12th quarter in a row, driven by Orange Money, 4G, fixed broadband, and B2B. Remarkably, two-thirds of our countries are up double-digit growth in terms of revenues.

Looking forward, we are very comfortable on our high single-digit EBITDA growth outlook for 2026. Let's continue with Europe. Europe posted a solid start of the year with revenue up 2.2% year-on-year. Services remain strong, fueled by good commercial momentum, balance between volume and value. Over the quarter, net add remains robust with 66,000 in mobile, 51,000 in FTTH, and 21,000 in convergence. Convergence ARPU is up by 4.2% in Q1 in Poland. IT and IS is up by 12%, mainly driven by Belgium and Poland. Wholesale growth was driven notably by low-margin activities such as international interconnection. Thanks to this robust result, we confirm the low-to-mid single-digit EBITDA growth outlook for 2026. Moving to Orange Business. In a market environment that remains very challenging, IT and IS revenue growth was driven by strong equipment sales and sustainable growth within Orange Cyberdefense of more than 9% in the quarter.

We announced a new partnership with Tech Mahindra and the launch of 14 new innovative offers at the Orange Business Summit. Overall, we continue to actively drive the transformation of Orange Business, and we confirm our outlook for continued improvement. Turning to MasOrange, the acquisition process, as you know, is well advanced with a recent clearance by the antitrust authorities, and we are expecting closing in the second quarter of this year. Total revenues are up by 1.2% year-on-year, driven by B2B equipment sales and wholesale services, offsetting the expected mixed impact on the services in a challenging market environment. Over one year, total clients is up significantly with over 400,000 mobile lines, with a limited reduction during the first quarter of 2026. Synergies are on track and the 2026 outlook remains confirmed. I will now hand over to Christel for the guidance update.

Christel Heydemann
CEO, Orange

Thank you, Laurent. We are proud of these very strong Q1 results, which mark a very solid start for our new Trust the Future plan announced a few weeks ago. Our 2026 guidance, excluding MasOrange for now, is fully confirmed and is upgraded on EBITDA, mainly thanks to a very strong performance of Africa, Middle East. The expected impacts of the reconsolidation of MasOrange on our guidance are confirmed as well. We expect closing the MasOrange operation in Q2 2026 and plan to provide further details alongside our H1 results. Laurent, the ExCom and I are now ready for your questions.

Operator

Let's start the Q&A session. First is the financial analyst. As a reminder, the journalist Q&A will start at 10:10. The first question is coming from Ondrej Cabejsek from UBS. Ondrej, the floor is yours.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Hey, good morning, everyone. Thank you for the presentation. I've got two questions, please.

Operator

Hello, Ondrej. Don't forget to unmute your device.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Yeah. Hello, can you hear me? Hello? Hello?

Operator

Okay. Our technical teams is making sure that the sound is coming properly.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Hello?

Christel Heydemann
CEO, Orange

Yes, we can hear you.

Operator

Yes, we can hear you, Ondrej.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Yeah.

Operator

Okay, good.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Fine. Thank you. Thanks for fixing that. Good morning. Two questions from me, please. First of all, congratulations on entering exclusive talks. I was hoping you can give us color on key aspects of the second bid, such as whether it is now largely a legal formality and you are confident this new offer will be accepted, what has allowed you to increase the bid by roughly 20%, whether there is any update on the regulatory process and timeline, and so forth? That would be the first question. Second question, please, is really on the French competitive dynamics, where the retail xPSTN trends have improved sequentially. If you could please speak as to what is driving this, how sustainable it is, and whether now that there is a deal in place, we can expect maybe a continued rationalization in the French market already?

Thank you very much.

Christel Heydemann
CEO, Orange

Thank you. On the Altice negotiation, as you know, we submitted a revised offer compared to the offer we had submitted in October. Of course, in October, we had very limited information. Since then, we entered into a due diligence in January, February, and have been able to submit this revised offer, which has been accepted by the seller, given they granted exclusive negotiation. In terms of what's now planned, as you know, we have this exclusive window until mid-May. There is, of course, a lot of usual items to be discussed, legal aspects as well as commercial, as usual in this type of transaction. I won't provide more details. As you know, this is a complex transaction given we are not bidding as Orange. We are bidding as part of a consortium, and we have also agreements within the consortium.

Of course, as soon as, and if we reach an agreement and sign an MOU in the next weeks, we will of course provide you with more details. We are, as we said, our share in the transaction is reflecting the value created and the price 27%, which is unchanged compared to our offer in October. In terms of what has been driving the price evolution, a lot of aspects. Just to give you one item, back in October, we were considering an asset deal. We are now talking of a share transaction for the acquisition of SFR shares. That's just one item, and I don't want to go into more details, given really at this stage, there is no certainty that this transaction will go to an end.

You know how important this transaction is not just for Orange in France, but at large for the telecom market. We've been very vocal on the need for market consolidation. We believe it's critical to sustain investment on our critical infrastructure, and that's why, of course, we will continue to engage with authorities, country authorities as well as regulatory authorities, but not just us, of course, as a consortium. Difficult to provide you more details at this stage, but stay tuned, and of course, as soon as we have progress, we will give you more colors. On the French market environment, the Q1 competitive dynamics was less aggressive, especially on the low-end. The broadband and the high-end market remained what it was before. Now, on one side, you could say Q1 is usually a lower competitive quarter.

There's some seasonality effect, even though it's not been like that over the past years, all Q1s. This is normally the consequence of a very active promotional activity for the Christmas and end-of-year period. Clearly, lower competitive, less aggressive, and of course, our performance is also very much driven by the lower churn on all our segments, mobile, broadband, convergence, and this is what we've highlighted in our Trust the Future plan. Our focus on churn reduction is, of course, a key enabler of our commercial performance.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Thank you.

Christel Heydemann
CEO, Orange

In terms of what we could expect from a consolidation, let's be very clear. The transaction between the consortium and SFR, I suspect, especially in the current environment where purchasing power is under pressure because of the Middle East crisis, I don't think that if we were convinced that this transaction would drive price increase in the French market, I'm pretty sure the antitrust authorities would not approve it. This is something that on which we are on one side very confident on the need for this transaction to happen and consolidation to happen. Also, clearly, we know the market will remain competitive no matter what. We also know that France is one of the cheapest market in Europe as well.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Thank you, Christel. I may have one quick follow-up. Can you just confirm that part of the deal could now be share-based? Is that what you said? If so, how could that possibly look like? Thank you.

Christel Heydemann
CEO, Orange

Well, this is a technicality, but indeed, the consortium would buy the SFR shares that are part of Altice. In addition, we would also buy other assets. Again, too early to provide you more details. We're not buying the Altice shares, to be clear. This was just one example of something that changed between October and our latest offer.

Ondrej Cabejsek
Executive Director and Telecoms Equity Research, UBS

Thank you very much.

Operator

Our next question is coming from Andrew Lee from Goldman Sachs. Andrew, the floor is yours.

Andrew Lee
Managing Director and Equity Analyst, Goldman Sachs

Yeah. Good morning. Just checking you can hear me.

Operator

Yes, we can hear you well.

Andrew Lee
Managing Director and Equity Analyst, Goldman Sachs

Great. Okay. I have two organic questions for you, just one on France and one on Spain. Useful color from you guys on a slightly less aggressive low end of the market in France. As you've commented in the past, some of the pricing is coming up by EUR 1-EUR 2. A part A and part B question to this one. When can we start seeing that come through in your ARPU trends, in mobile in France? Is it enough of an improvement for mobile ARPU to turn positive through the year? The part B question is, Iliad launched some unlimited offers at the end of the quarter. Has that impacted your perception of competitive aggression in France at all? Just on Spain, you saw an improvement in Orange's growth to 1.2% in the quarter.

Are we seeing any signs of an improved outlook for growth there, whether that be Orange's positioning or the market environment? Thank you.

Christel Heydemann
CEO, Orange

Thank you, Andrew. On the French market, we don't guide on the mobile ARPU trend. Clearly what we see is less aggressive offers for the low end of the mobile market, which probably also drives less market dynamic and part of the explanation for churn reduction. The lowest part of the market is very sensitive to price. It's difficult to directly reconcile this dynamic with, of course, the future trend. Part of our ARPU drive is really linked to churn reduction and upsell on our base. Again, we don't guide on the mobile ARPU trend. As you know, our strategy to grow is also convergence, so migrating mobile-only customers to convergent customers. On the Free Max offer, which is the high-end offer announced by Iliad. This is, of course, their strategy. I'm not going to comment on their strategy.

That being said, if we think of a high capacity or big package for travelers, we have competitive offers in our portfolio, be it Sosh or Orange, that are actually cheaper than this Free Max offer. EUR 30 a month for mobile is not cheap. We have our own strategy. We don't think that this, at least, will change what we drive. We've seen good take up on all our travel offers as well. As you know, Q2 is typically an active quarter for that. Expect more commercials as well from us on this side. Of course, Free is sending a signal in the market that they need higher-end offers compared to their brand that has been built on this EUR 2 voice-only offer. On the Spanish market. The Spanish market remains extremely competitive on the low end.

Our performance in Spain is as per plan, and we expect to stabilize. It's the same recipe as in France. Focus on churn reduction, focused on customer value management. We have seen some price increases on the high end of the market. Of course, we play with our different brands, but we definitely forecast an improvement. Actually, if we compare our Q1 performance in Spain compared to Q4, we have already improved the trend. This is as per plan.

Andrew Lee
Managing Director and Equity Analyst, Goldman Sachs

Thank you. That's helpful.

Operator

The next question is from Akhil Dattani from JP Morgan. Akhil, please go. Hello, Akhil.

Akhil Dattani
Head of European Telecoms Equity Research, JPMorgan

Hi. Morning. Can you hear me?

Christel Heydemann
CEO, Orange

Yes, we can.

Operator

We can.

Akhil Dattani
Head of European Telecoms Equity Research, JPMorgan

Great. Thanks so much for taking the questions. I've got two as well, please, if I can. The first is just on the anticipated merger review process on the SFR deal. I'd love to get your early thoughts, more just around jurisdiction. Bouygues has been talking in the last couple of months around their expectation that the deal will likely not be split between both the French authorities and the EC, but will more likely be led by one party. I just wondered if that is your assessment at this stage now we're a bit more advanced in the process.

I guess I'm particularly interested in your thoughts around the press reports last week around the EU's new merger review process draft that was leaked to the "Financial Times." It looks like there is a lot more supportive rhetoric around consolidation and a focus away from consumer pricing and more to innovation investments in creating European champions. Would love to just get your understanding of where we are and your engagement with the relevant bodies. That's the first question. The second question is, I guess, a bit of a simple one around the EBITDA guidance. Q1 obviously was very strong at 6.6%. Christel, you mentioned underlying it's still 3.5%. If we were to just very simplistically take the 3.5% for the next three quarters, you'd obviously get well above 4%.

Could you just talk us through when we look through guidance, I know it's obviously very early in the year, but is this just a bit of conservatism in the context of obviously lots of macro unknowns? Or are there specific phasing items we should think about for the next few quarters?

Christel Heydemann
CEO, Orange

Thank you, Akhil. On the merger review process, you're right. As you know, this would be three files, one for each member of the consortium. We know Bouygues would be led from the French authorities, and Iliad would be led by Brussels. Regarding Orange, it would depend, linked also to the closing and the timeline of our Spanish transaction. That being said, you're right. Ultimately, in this type of deal, and same was true when we did the MasOrange transaction, you would expect one of the authority to take the lead, and this is something that the two authorities would agree on. That being said, I think that given the scale of the transaction, the impact this would have on the telecom market in Europe, I'd be surprised that even if the French authorities lead the analysis. Again, this is not for us to decide.

It's going to be an agreement between the authorities. I'd be surprised if Brussels does not follow closely, and if they don't work together. Of course, we don't have any signal or any sign. Of course, I can only remind that so far we don't have an agreement to submit, so it's a bit premature. Of course, we started to discuss with authorities to get them ready, because we also know that these antitrust processes take time, and we want to make sure we can help them get up to speed quickly. In terms of what the new draft, or at least the leak we got in the FT article, we follow closely of course, and we expect to see the revised guidelines or the draft in the coming weeks. We take it as positive.

We can recognize from what has been leaked that some of the asks we had are in the leak. I would say it goes in the right direction. As you know, we've been pretty vocal for the past years, and so this is key. There is a new head of DG Competition that was recently appointed. We also know the administration will not completely walk away from consumer prices, especially, as I said, in the current environment, where I don't think any political leader could easily talk to citizens and country's population and completely discard price impact or purchasing power. Of course, this is something that if we look at the CMA decision in the U.K., was taken into account with some behavioral remedies and some abilities to drive that.

Of course, this is something that we are also considering, but again, too early to comment further given we're still actively discussing on how to get an agreement agreed. In terms of the guidance, as we said, we are upgrading above 3%, and we are very confident. These are good results, very good results for Q1. As we also said, we will update and provide you more details and the impact of the MasOrange consolidation with our full H1 results. I won't give you now a more detailed guidance, but indeed we are very confident with our guidance.

Akhil Dattani
Head of European Telecoms Equity Research, JPMorgan

Great. Thanks very much.

Operator

We have now a question from Nick Lyall from Berenberg. Nick, please ask your question.

Nick Lyall
Equity Analyst, Berenberg

Yeah. Morning, guys. I hope you can hear me.

Operator

Yes, very well.

Nick Lyall
Equity Analyst, Berenberg

Super. Okay, great. I have a couple of questions on France, please. Firstly, I think, Laurent, in your comments, you mentioned the top end of the market's stable. I just wanted to ask on the convergent ARPU. It looks as if by next quarter they could be negative and slipping. Is it possible to give us a bit of an update on what's happening there, please? Secondly, again in Orange France. In the revenue line, the "other" revenue seems to be up by about EUR 30 million as well. Apologies for being a bit of a spod here, but revenue's up about EUR 30 million. That would account for about 70 basis points of growth. What's in there? Is that a one-off for, say, copper sales or something, or is that just a normal underlying number, please? Thanks very much.

Christel Heydemann
CEO, Orange

Thank you. On the convergent ARPU, as I said, for the mobile ARPU question, we don't guide on the ARPU trend. There is also a seasonality effect between Q4 and Q1 related to content or roaming, for instance. Again, we don't guide on convergent, but we are comfortable and of course, we are successfully executing our plan where the growth is driven by churn reduction and our convergent strategy. On the question on others, Laurent?

Laurent Martinez
CFO, Orange

Yep. Hi, Nick. On the others, indeed, we are EUR 22 million year-over-year. It's a small item, but this is relative notably to the copper resale phasing in France. This is the main element of this variation.

Nick Lyall
Equity Analyst, Berenberg

Okay, that's great. Super. Can I just come back on maybe Akhil's question as well. Is there any difference, Christel, you think in terms of timing between French and EC authorities? It's probably a very difficult one to answer, of course. But is there any sense that the French authorities may be faster if it was a French process? Could you help us on that?

Christel Heydemann
CEO, Orange

Well, I'd love to tell you that it's going to be fast, but my own experience with our different fights has been pretty disappointing. No, and you know, based on our Spanish experience, if you want to move fast in this type of transaction, of course, you have to be very proactive in terms of remedies. If I look at our Spanish approval, so you could say, okay, it was in a previous world with a different commission, old guidelines, but still, it took time also because we did not want to say yes to everything that was required. There's a thin line between trying to move fast and making sure we build a proper and sustainable environment for the future. Clearly, in order for us to move fast, we are anticipating preparing notification, a lot of work that has to take place.

Again, I don't want to pressure the French authorities. We know the authorities will do their best also to move fast. They know they have pressure and political pressure and economic pressure. There's a lot of work to be done, and we have to respect that.

Nick Lyall
Equity Analyst, Berenberg

Understood. Thanks very much.

Operator

Next question is from Roshan Ranjit from Deutsche Bank. Roshan, the floor is yours. Oh, hello, Roshan. Oh, you are muted. I see that you are muted. Can you unmute your device?

Roshan Ranjit
TMT Equity Research Analyst, Deutsche Bank

Yep. Can you hear me now?

Operator

Very well. Thank you.

Roshan Ranjit
TMT Equity Research Analyst, Deutsche Bank

Perfect. Good morning, everyone. Thank you for the questions. I've got two, please, and first one, sorry, going back to France and maybe a bit more focused on the fixed ARPU, which I guess we're reversing some of the declines which we've seen in the previous quarters. Something which you guys have talked about before, which was the perhaps targeted price increases, as well as the ongoing upselling. Is it possible to give us a bit more detail around if there was an element of that this quarter and these targeted price increases? Perhaps what percentage of the base that was allocated to, and can we expect some of that going forward? Secondly, Africa, Middle East, which I'm guessing we don't get the EBITDA split this quarter, but based on the top line, seems to be going very well.

I got the sense from the CMD that there is an element of upside through the year, maybe. Can you remind us on the energy situation, regarding, I think, is it subsidies versus the solar split and how you are not officially hedged on energy, but how you are able to scale that dynamic given the energy situation? Thank you.

Christel Heydemann
CEO, Orange

Thank you, Roshan. On the fixed market, maybe, I will let Jérôme comment on the impact of our price increases and whether we plan more, and Laurent will answer on our energy hedging policy.

Speaker 12

Yeah. Thank you, Christel. Well, as mentioned, we are stable year-over-year and quarter-over-quarter on our fixed broadband ARPU. This reflects the success of our upsell and cross-sell strategy first. It's as well fueled by our multi-service activities, our new growth engine, such as subscription, VOD, or other packages, helping us to push for high-end mix in our sales, which means fixed broadband above EUR 40, which represent now a large share of our sales, thanks to the enrichment of the packages. As far as price increase are concerned, we do a very limited and targeted one. I don't think we do comment on volumes on that.

Laurent Martinez
CFO, Orange

Roshan, moving to the energy and the MEA situation. Just overall, if I look at Europe, we are 100% hedged on the energy for Europe in 2026, more than 90% in 2020 and 2027, and we are well advanced as well in 2028, so very much extremely well-covered. On Middle East and Africa, we are covered as well naturally because we have a lot of our sites which are solar powered, and we continue to expand on this, in terms of investment. Of course, we'll have some headwinds related to the fuel price. There is a lot of mechanism indeed, in terms of subsidies, mitigation. Overall, we are not at all concerned that would put at risk our overall guidance and the positive momentum we have on Middle East and Africa when it comes to the EBITDA.

Roshan Ranjit
TMT Equity Research Analyst, Deutsche Bank

Great. Thank you.

Operator

We are going now to take a question from Carl Murdock-Smith from Citi. Carl, the floor is yours.

Carl Murdock-Smith
Head of European Telecoms Equity Research, Citi

That's great. Given the other issues, I thought I'd just double-check. Can you hear me?

Operator

Yes, very well, Carl.

Carl Murdock-Smith
Head of European Telecoms Equity Research, Citi

That's fantastic. Thank you very much. Two questions from me, please. Both slightly on kind of prudence and guidance. Firstly, on Africa and the Middle East. Following up on Roshan's question. The evidence in Q1 is that it's still growing very well. Laurent, I think you said that you're very comfortable on the EBITDA guidance. Is it fair to say that your high single-digit guidance for this year on EBITDA versus 14% last year could be seen as conservative? Now you're simply staying prudent given, as you just talked about, the kind of potential impacts from energy prices and geopolitical events. Secondly, I was reading the universal registration document, and I wanted to ask about the disparity between annual bonus targets and the LTIP.

In your 2025 annual bonus, your organic cash flow beat targets with 23.5% payout versus its 20% weighting, and that follows on from beats in 2023 and 2024 as well. You've beaten your target in the scorecard in each of the last three years. If I look at the three-year LTIP over the same time period of 2023 to 2025, you came in below target at just below EUR 10.7 billion versus a target of just above EUR 10.8 billion. You only got a 94.5% payout on that metric. I guess I'm asking just what's going on there. Is Orange more prudent when issuing its one-year targets and guidance and then more stretching in its medium-term budgets? I'm just trying to reconcile that overachievement on one-year performance versus underperformance on the three-year.

I suppose I'm asking with one eye on your 2026 guidance, which might be viewed as prudent, but also another eye on the 2028 organic cash flow target of EUR 5.2 billion and your likely overachievement or underachievement relative to that target. Thanks.

Christel Heydemann
CEO, Orange

Thank you, Carl. First, the guidance is a combination of our best estimate from what we see on our group portfolio of activities. We are rightfully confirming and as you said, MEA is really outperforming, and it's been like that for actually several quarters now. We do not underestimate as well the difficulty for the teams to achieve those results in very complex environment and sometimes volatile environment. We will reconsolidate MasOrange in Q2, which has also impact on our overall numbers. We will provide you more details, especially on the cash flow accretion that this would bring. Knowing that for the rest of the guidance, the MasOrange, we reconfirm the guidance. When it comes to how we drive the performance of our teams with annual bonus and LTIP. The LTIP, of course, is on three years.

Just so that you know, in terms of why the 2025 performance, and this has been an intense discussion with my board of directors. The guidance had been set in the context where initially MasOrange was not included, then it was revised to include MasOrange, and so somehow the LTIP was more demanding, I would say, in terms of targets than the annual bonus. There is no specific intent to be more strict or ambitious in LTIP than in annual bonus. We take the same balance where we want objectives that are reachable, but we also want to make sure we reward overperformance. All our executives in the company, our top 300, they both have an objective on their division, the business they drive, as well as a group objective. The LTIP is a global reward system.

That you know, we are increasing the volume of LTIP to our top management. I know this is a comment we had over the years from you to make sure that we aligned objectives on the performance and the shares and investors and top executives. This goes in the right direction. I also recognize that our board of directors is trying to push us and challenge us by setting ambitious objective. Again, it's always an exercise where it's all about making the objectives ambitious but also reachable. It's a lot of internal discussion as you would expect. There is no specific intent in terms of why 2025 was different between the annual bonus and the LTIP.

Carl Murdock-Smith
Head of European Telecoms Equity Research, Citi

That's great. Very clear. Thank you very much.

Operator

Next question is from Russell Waller from New Street. Russell, please go.

Russell Waller
Equity Analyst, New Street

Lovely. Thank you very much. Hope you can hear me.

Operator

It's okay. A bit far away, but it's okay.

Russell Waller
Equity Analyst, New Street

Okay. Thank you. Yes, I had a question on the consortium offer. You said that there was a possibility that you were thinking about bidding for the shares rather than the asset. I just wanted to ask about that, please. What are the implications of that? Does that mean that you then take on some tax liabilities or a working capital adjustment, or are there any other liabilities or assets? Why is it important or relevant? Is this something that the seller has asked for, and why is it important to him? Thank you.

Christel Heydemann
CEO, Orange

Thank you, Russell Waller. This was just one example of something that changed between our revised offer and the first offer in October. I won't provide you more details, but just the objective of a share transaction for SFR is to be faster in terms of transition and executability of the transaction. Because if you think of a pure asset deal, that would mean acquiring customers, acquiring IT, acquiring very different type of assets with a risk of execution that was too high. Now, I won't comment on tax and liabilities because, as you can expect, this is something that in any transaction is reviewed in detail and I don't think there's any difference whether it's an asset or share deal. In any case, liabilities and taxes are included and this is something that we've reviewed.

Of course, we would comment in more details if and when we have an agreement.

Russell Waller
Equity Analyst, New Street

Okay. Thank you.

Operator

Next question is from Stéphane Beyazian, Oddo BHF. Stéphane, please, the floor is yours.

Stéphane Beyazian
Equity Research, Oddo BHF

Yes. Thank you. Good morning, all. I was wondering with the MasOrange and potentially France, obviously, the timing of the two transaction are obviously not the same, not the same year. I was wondering whether you're considering some non-core asset sales, tiny bits that perhaps you could be selling in order to bring a little bit of cash. My second question is regarding the corporate network shutdown, whether you've made progress there, what color can you give us about this? Thank you.

Christel Heydemann
CEO, Orange

Thank you. As you know, we always review our portfolio of assets, and we have been exiting or selling several assets, of course, Orange Bank a few years back, our content activities as well. More recently, we announced the sale of Globecast, and we are now in the process of consulting employee representatives. This is something, a transaction that we plan to close in the next month, later in the year. There is, of course, a number of assets that we always consider to make sure that they get the proper shareholding structure for their own strategy. This type of portfolio review is not linked to our balance sheet need. I would say that for the MasOrange and the considered Altice transaction, as you know, this is something which we took care of, and we have the ability to fund through our cash flow trajectory.

Of course, that doesn't preclude us from reviewing on a regular basis our portfolio of assets. On the copper, Jérôme. Copper.

Speaker 12

Yeah. Thank you, Christel. Well, on our copper network removal and technical shutdown, we successfully passed for the phase two last term, which was scaling one as we had a technical shutdown for close to 1 million households. It went very smooth and well indeed, and I think it was underlined by the Arcep regulatory authority as such. We as well, commercially speaking, closed 21.5 million households for copper offer sales. We are rolling out this industrial project as per plan with no issues so far.

Stéphane Beyazian
Equity Research, Oddo BHF

Have you already contracted with the? I think you were planning to launch a.

Speaker 12

Oh, yeah.

Stéphane Beyazian
Equity Research, Oddo BHF

A tender. Have you done all of that already?

Speaker 12

Yeah. It's still in process because the next phases will be, of course, more and more important in terms of scale of removal. We need to control the end-to-end process, including treatment and resale. RFPs are still going on.

Stéphane Beyazian
Equity Research, Oddo BHF

That's helpful. Thank you very much.

Operator

We now have a question from Eric Ravary, CIC. Eric, please go. You are muted, Eric. You should unmute. You are still muted. Eric, we cannot hear you because we see on our device, on our screen that your mic is muted. Okay. Well, in any case, as you know, the team is fully at your disposal after the call to follow up with your question. Eric was the last question in the list. We could possibly take a very last one if someone is willing to do so. If not, I will leave the floor to Christel for concluding remark. Christel, please.

Christel Heydemann
CEO, Orange

Thank you. Q1 marks an excellent start to our Trust the Future plan, and we are very pleased with our very strong results. Based on this achievement and our outlook for the upcoming months, we are slightly raising our group EBITDA guidance from circa 3% to above 3%, and we will again provide you with an update on our guidance with H1 results following the closing of the MasOrange operation. Thank you, and I wish you a pleasant day.

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