Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Good afternoon, ladies and gentlemen, dear shareholders. Welcome to the combined general meeting for Orange. It's an honor for me to be sharing this general meeting for your company. It's an annual meeting which is essential for your company, which is a very good opportunity for me, for the CEO as well and your Board of Directors so that we can talk you through the main achievements as well as our projects and so that we can answer your questions.

The Board of Directors that was held just before the general meeting has finalized the answers to the 54 questions that we have received. They were coming from the Forum pour l'Investissement Responsable, 18 questions; the [indiscernible], that is the company mutual fund called Orange Actions, 2 questions; and CFE-CGC trade union Orange, 34 questions. As the commercial code says we can do and so that we can focus more on the Q&A, you will have all the information on the pages that are available on the orange.com website.

Now then let me talk you through the legal details so that we can have our combined general meeting. In compliance with the law and Article 21 of the Articles of Associations of Orange, I will be chairing the meeting, which is held on the first call. The meeting notice was published in the French official gazette, the BALO, on the 24th of February 2025, and the convening notice was published on the 18th of April, as well as in another legal notice document called actu-juridique.fr. All legal information have therefore been duly published.

The quorum required is already met. That's true for the ordinary meeting but also the extraordinary meeting, our combined meeting. The quorum is 80.94% and 76.84% in terms of shares, the first being voting rights. We'll give you the final quorum during our meeting.

Now the general meeting is open. We will now appoint the bureau members. The 2 shareholders who have the greatest number of votes are Bpifrance Participations and the state. However, the public sphere is mindful of the plurality of representation during the general meeting, and they've accepted the fact that the employee share ownership fund, that is Orange Actions, the third shareholder after the Bpifrance Participations and the state, and that represents more than 10% of the voting rights, be appointed as scrutineer. Therefore, Mr. Thierry Sommelet will be our first scrutineer, representing Bpifrance, already with us. And for Orange Actions Fund, Madam Nadia Zak Calvet, who's the Chair of the Supervisory Board. Both of them are with us at the very end of this table.

I suggest to appoint Nicolas Guerin, the Orange General Secretary and Secretary to the Board of Directors, who will be our secretary for our meeting. Christel Heydemann, the CEO, is close to me; as well as Laurent Martinez, the CFO; and Nicolas Guerin, the company General Secretary and Secretary of the Board of Directors. The members of the Board are also present today with us in the first row as well as the executive committee members.

It's an opportunity for me on behalf of the Board members to thank all of the directors for the work they've put in as well as the different committees, such as the Governance and CSR Committee with Anne-Gabrielle Heilbronner, the Audit Committee headed by Gilles Grapinet and Strategy and Technology Committee headed by Frederic Sanchez. These 3 Board members are independent.

As usual, we've reviewed our functioning. That was done at the end of 2024 in a hybrid manner. That is, we did that internally for the evaluation questionnaire, and we also used an independent firm to carry out individual interviews. This evaluation has shed a number of interesting lights on the trends that we saw last year. I'd like to take this opportunity to share with you the main findings and lessons.

Since we separated the functions between the Chair of the Board and the CEO in 2022, our Board is more efficient. It's been the case year in, year out. We can speak freely, and the debates are rich and useful to the general management. And this means -- meets, sorry, the strategic objectives for Orange. The directors believe that this dual, Chairman plus CEO, works well. Transparency and listening to others is what we can see, and this is what the directors like. The 3 committees are relayed in an efficient manner by the management teams and the report quality work to the Board and more generally speaking.

The Board of Directors says that thanks to the different levels of expertise of the members, they have all the skills that they need so as to review the different cases and dossiers they have to work on. I was thinking about AI skills but also cybersecurity skills or also experience abroad. Some of our directors have a fine knowledge of America or Africa because they've lived over there, which is an asset given the geopolitical international context that we're familiar with.

Now to close this aspect that has to do with the functioning of the Board, I'd like to tell you that when I took my position in 2022, I wanted our sessions to be followed by what we call executive sessions. These are short meetings between the directors without anybody representing general management so as to talk about all those important matters to the Board and its functioning once a year. The executive session is reserved only to the independent directors. This is a good practice, which is very much appreciated by the Board members and is good to strengthen the links that exist between the directors.

Now when it comes to the work done by the Board of Directors, in 2024, the Board, together with the CEO and general management, decided to support the strategy of the group, pursuing one objective, which is to transform the group so as to bolster performance, to be more agile and to be more offensive in the given context, where competition is still very much buoyant. And today, there are economic, financial and tax uncertainties hovering on our heads, plus political instability at national level and geopolitical instability at international level.

The work done by the Board was quite dense this year. We met 11 times, and we focused on some very important projects and plans. And this will continue in 2025 and after 2025. The first work stream was Spain. Since we've been coming together with MASMOVIL and the joint venture that was set up in March 2024, which has led to a very strong position on the Spanish markets and faster synergies, well, in the longer run, Orange could take control of the joint venture. This is something that the Board is reviewing very carefully.

As far as the market in Europe is concerned, and more generally speaking, as far as the market in France is concerned, we're faced with many questions today, including the following: What are the conditions coming from the national authorities and European authorities so that we could redesign the telecom industry? The Mario Draghi report and the Enrico Letta report that the Board has studied carefully really shows that these matters are of importance since what's at stake is competitivity of European players versus the main American and Chinese players. And this means that the regulation and competition law might change deeply to the benefit of competitivity and investment.

If the project is well described, then the question of the pace of the implementation is still something to be answered. And the question is that of the number of operators in France, and there are new competitors. The satellite network operators appear with telecom services, and these players might supply and provide in a direct manner their products and services. It wouldn't be good to give them this role on the market. They would be operators #5 or #6 without them being subject to the same rules that apply to the classic telecom operators.

Contrarily to the latter, they don't pay any fees on basis of scarcity of frequencies nor on basis of revenues generated from these frequencies. They're not obliged to follow strict requirements in terms of coverage and quality of service. Such difference would lead to distorted competition to the detriment of operators that invest billions and meet strict regulatory obligations and requirements. The principle called same service, same rule should be applied. The implementation should be controlled at the European level and national level. Here again, your Board will pay attention to this.

And at present, Orange in parallel is faced with another challenge that only Orange can take. And I'm mentioning the decommissioning of the copper network in France. Such a turnaround is unprecedented. And this will lead to many transformations through 2 very distinct phases. The first will be a transitory phase leading to 2030, during which fiber and copper will continue to coexist. And then after 2030, that's the year when the fiber network will be used for fixed connectivity. Then the control that we have on the financial trajectory for this project is one of the most crucial topics for Orange.

This gigantic project is combined with another project, which is the transformation of skills and jobs at Orange. As the law says, every 3 years, the social partners and management have had to conduct important negotiations, which is what they did during the second half of 2024, so that at the beginning of the year, we signed off an agreement that was signed by the 3 trade unions that represent Orange. And I mean the management of jobs and career development, or in French, GPP.

I must underscore the quality of industrial relations at Orange, thanks to which, together with the management team, we've managed to finalize this agreement on essential topics. The Board has also set up another committee to keep an eye on these negotiations and to look at implications in terms of being aligned on the structure of the group. Christel will tell you more about this when she has the floor.

There are other work streams that the Board has studied carefully, including Orange's position in Africa. This geography is growing fast in the group, even though the situation in some countries is complex. I was thinking about the Democratic Republic of the Congo or the situation in Mali. The Board has benefited from enormous experience from Momar Nguer, who is quite familiar with Africa. In Africa, Orange has local teams that are highly skilled and well-trained. Our infrastructure on the ground are recognized because they're reliable, and there's a good coverage of Orange, reinforced by the presence of the services from Orange Money. In a minute, you'll be discovering the representatives for this team.

The Board also wants to understand how Orange works on the ground. I've traveled quite a lot to meet the local teams. Myself and the Board organized these exceptional meetings as well in countries where Orange operates to study and review the group operations in these countries. For instance, the dynamics on the markets, the way the markets change and the financial trajectory. We visited Belgium in December 2024, and we'll go to the MEA region before the end of 2025.

During this fiscal year, the Board also studied the withdrawing of Orange from its obligations vis-a-vis the Sarbanes-Oxley law. After reviewing a proposal from management, we have decided to delist the company from the New York Stock Exchange to simplify our functioning, to be more efficient and to still comply with the most stringent governance standards and financial reporting transparency standards.

And our Board also keeps an eye on the share price. And we have seen and we've been satisfied with what we've seen that since the beginning of the year, the share has outperformed in the industry and in the sector, more than 37% more than the marketplace.

Now on more classic topics such as compensation of top managers, the Board has decided for a period going from 2025 to 2027 to continue with a performance share scheme with indicators that meet the trajectory that we have in the Lead the Future plan. This scheme is something you'll be voting on during our general meeting. Thank you very much for this glass of water. Thank you very much.

As I've just said, the Board, if necessary, during its term, might review Christel Heydemann's compensation. In addition, I've been discussing that point with the main shareholders of Orange in March during the annual meetings that we organized with the main shareholders as well as with the representatives of shareholder employees as well as with the [ CCO ] Shareholders' Advisory Committee. Since the moment I was appointed, I always encourage regular dialogue with the main shareholders.

During these debates, apart from talking about governance, apart from talking about the main challenges ahead, the investors consider that the compensation structure for the main managers working for us is appropriate. And they looked at the indicators that we use, more particularly compulsory training in the field of cyber security and compliance or the survey carried out each year called Voice Up. They also take note of the renewal of Bpi Participations' mandate, being the legal person, also director of Orange.

And the Board has made special intention as well to the appointment process to appoint the director to represent employee shareholders. As you might remember, the Board has had to give up and it regretted to give up a year ago on a proposal submitted to your general meeting in May 2024. That is the appointment of someone to represent the shareholder employees because there was a cancellation of vote that appointed the candidate by court order dating May 3, 2024, that was upheld on appeal.

In a judgment that was appealed to the French Supreme Court, the Court of Appeals of Versailles noted, and I'll quote, on one hand, a serious infringement on the quality of means of propaganda used by the candidates and their support during the campaign, which is a general principle in electoral law. And on the other hand, the fairness of the campaign had been affected by the fact that the permissible limits of electoral polemics were exceeded.

It confirms, therefore, the cancellation of the previous vote and noted, I'll still quote, that, quote, the communication from CFE-CGC during the campaign was misleading and virulent to the point of exceeding the permissible limits of trade union freedom of expression and electoral polemics. Given this, the Board considered that such attitudes were not acceptable, has asked general management to set up or draw up an ethics charter that unfortunately was not signed off by the CFE-CGC for the coming electoral campaigns in our group. A new vote, which is now subject to a new appeal from the CFE-CGC, took place at the beginning of April.

And 2 names should have been given to you within the scope of resolution #5 with the appointment of Mrs. Nadia Zak Calvet with -- as deputy, Mr. Marc Maouche, who respectively represent CFDT and AASGO to represent the employees who own Orange shares. Unfortunately, the Tribunal of Commerce of [indiscernible] was ceased yesterday by the CFE-CGC trade union. And they've asked for the suspension of this resolution until the substance of the vote is studied because it's disputed by this trade union. The judgment will come in a number of months.

Therefore, the Board of Orange, which met just before the general meeting, has withdrawn resolution #5. It will not be a resolution that the general meeting will be voting on. Personally speaking and on behalf of the Board, I deeply regret that the shareholder employees this year, again, will be deprived of any representative on the Board even though they are the #2 shareholder in Orange after the public's grouping this year.

Being the Chair of the Board, during the fiscal year, I always wanted to visit people and teams on the ground in France but also abroad. And I looked at what was being done carefully, which is what I do. And I saw that the telecom industry in France that Orange is the engine of is, in many ways, an example to be followed. Thanks to the considerable investments that we've had in the past 10 years, that is 3x higher than what we can see if we look at the other CAC 40 players, more than 89% of all premises in France are connected to or can be connected to fiber Between beginning of 2018 and end of 2023. And I mean the territory that is the territory without 4G coverage has gone from 11% down to less than 2%.

In addition to these numbers that speak for themselves, the weight of telecom services and household expenditures has decreased by 9% in 10 years. Therefore, if the French operators have the lowest fixed prices, the mobile prices, the prices are twice as high in the U.K. and Germany. Since 2019, the mobile consumption has increased 26% in France, whereas the price of the gigabyte has decreased by more 68%, which really shows that there's a big gap between us and the other EU countries. If the operators still have a higher level of capital investment -- capital expenditure, they're penalized because of the tax regime that's upon them. And due to a very heavy regulation, which sometimes is redundant, that comes from the national authorities but also the European authorities.

Now on the backdrop of our general meeting, all of these elements will be shedding light on the discussions carried out by the public authorities and public political authorities. And the discussions on SFR could lead to another debate on the consolidation of the French market.

Before we listen to Gilles Grapinet, so let me go through the Board functioning of the different committees. I'd like to continue with the strategic outlook, if I may. The Board of Directors met during 2 days in the format of its seminar last month, and we took stakes -- we took stock of the Lead the Future plan, which is necessary to meet our objectives. With this plan, the company is stronger because in the plan, we refocus on the main activities, and we dispose or stop the nonprofitable activities. This value-based strategy is based on commercial excellence and based on an end-to-end infrastructure network with a high level of performance, which is what we can see if we look at the ratings from the ARCEP.

The strategy is also based on the fact that we decided to pursue our synergies in Europe. I'm thinking about Spain, Belgium, Romania, and the deep transformation within Orange Business, the growth of Orange Cyberdefense and exceptional performance in the Africa region. In parallel, general management has started a strict monitoring of operating costs and has met its ESG 2025 objectives 1 year ahead of the plan and has still some leeway to continue.

In 2025, the Board will be preparing the next plan, which will be presented to the market next February. The Board will contribute to the drafting project that will mobilize our troops and that will prepare the future for our group, and this will be based on the committee called Strategy and Technology.

Dear shareholders, thank you very much for your attention. Now I'll hand over to Gilles Grapinet, the Chair of the Audit Committee.

Gilles Grapinet   Independent Director

Thank you, Chairman. Ladies and gentlemen, dear shareholders, I have the honor as [indiscernible] President or Chairman of the Audit Committee of Orange Group to report to the work that we've carried out during this year. Just like last year, the Audit Committee was -- had to work very intensely. We met on 9 occasions, and the collective attendance rate was 97%. I'd like to thank all of you for this. We were busy apart from the traditional missions. I'll be coming back to you later on specific topics, which reflect what we're busy working on during this year.

As I announced last year, the Audit Committee has dedicated a number of debates, discussions to the examination of a new report born from the European directive called CSRD, which is called the State of Durability, Sustainability. At the beginning of 2025, we decided on the auditors of this information. And the Audit Committee, throughout the year, looked into the main stages of the process whereby this report is being generated.

We worked in collaboration with the CSRD committee, which is chaired by Gabrielle Heilbronner. I cannot admit to say that the implementation of this directive proved to be extremely complex and required a long process to enable the Orange teams to welcome the generation of information, in particular, when it comes to the sustainable finance.

This first publication took place in a special environment because all -- not all European countries have transposed the directive. A significant number of them call on the lightening of this regulation, which we think is too cumbersome. And this is why the Board and general management of Orange decided we go for a pragmatic approach. And of course, this means that the way in which these information are generated and collected would probably have to be slightly changed to make -- made lighter in the years to come.

On the second topic that we worked intensely on, I'm referring to strategic transformation of our operations in Spain, which, as recalled by the Chairman, there was a merger between Orange Spain and MASMOVIL, and now we have the first Spanish operator in terms of volume of accounts.

Now the Audit Committee monitors the situation, the first months after the merger. And after making sure that we were getting the benefit from this, getting together this operation, transaction, we spent a lot of time looking into new strategic project in Spain, which is the creation of a FiberCo, a new company for the sharing of our work between Vodafone, Zegona and MasOrange. This should lead to a number of massive benefits. As you know, Orange owns 50% of MasOrange. And this is what we decided, or the Audit Committee decided that we would focus on this transaction.

MasOrange has been deconsolidated from the books of the group but still remains important, and the Audit Committee makes sure that we're monitoring the situation to us that this transaction is really a strategic one. We have evidence of this a few weeks ago during the annual strategic seminar. The Chairman just recalled this. We had the opportunity to share our views with the General Manager of MasOrange, who came to Paris to take stock of the situation to tell us where their objectives were in financial terms.

And I'd like to use this opportunity to discuss Spain as well as on the international points. The Audit Committee has been working actively this year. In particular, I would like to recall that many of our meetings were dedicated to the review of the situation of the transactional group in Romania, in Poland, in Belgium, too, with Board travel to Brussels at the end of the year so that we meet with the Board of Directors of that entity. As Chairman of the Audit Committee, and together with the Chairman of the Board, I had the opportunity to travel to Africa and Romania to meet with the management team and discuss with their respective challenges and projects.

You probably understood by now that the governing Board pays great attention to what's happening in this extremely disruptive situation. And this situation has been worse by the Russia-Ukrainian conflict and also by the situation in Africa, as you know. And even if there's no conflict, the new initiatives taken by the Trump administration in the U.S. have generated a conflict, as you've probably seen. And not as much in Orange because we have a -- we're not really exposed, but we have to be very careful about what's happening there.

The Audit Committee, as you probably heard, has dedicated part of its work to look into the fact, the situation, the fact that the end of the SOX law and on the -- we like to approve the delisting from ALDS (sic) [ ADS ], which is shares listed on the New York Exchange. This represents a significant simplification and streamlining as well as economy in terms of cost. And we think this is a very timely moment to do this. Of course, we'll remain very strict in terms of quality and financial reporting. But this, I think, is a very good initiative in view of the current situation worldwide.

Now the more traditional activities of an Audit Committee. As I said earlier, we've continued monitoring the passages in the group. I'm referring to the closure of banking operations in France and in Spain, number one. And we've covered the strategic topics for an Audit Committee.

To begin with, the monitoring of the main activities referring to risk assessment that might make an impact on the group's operations. In this respect, the pain points. And there's no surprise if you are in the field where we work, the risk of conformity, risk of fraud. And we're particularly careful. We'd like to make sure that the recommendation of our internal audit authorities work well and fast as they cover everything they have to do to reinforce the resilience and solidity, the robustness and the compliance of the group. And the significant progress have been made, as the Audit Committee was able to observe in 2024.

Along the same line, the committee has wanted to make sure that our insurance policy is proper. The insurance business is very unstable, as you probably know, and bullish. We've been able to negotiate prices which are interesting. So this insurance policy is extremely useful. I'd like to refer to the Chido typhoon, which was really a pain for the Mayotte archipelago. Again, the damage caused by the fire on one of the cable laying ship. So the insurance policy of the group is proper, well calibrated and has a dampening event in the case of such extreme disasters.

On another level, we spent a lot of time looking into the debt policy of the group, the investment of liquid assets. Every year, we have a lot of very useful presentations that make it possible to look deeper into our balance sheet, our rating policy, financing as well as discuss on the best way to manage financial risks or the financing of the affiliates of group or, again, the management of our cash position. So this is why we feel that we're well equipped to anticipate the next financial and strategic events in the group.

We've also looked into our position in Europe, in the Middle East. We've revised our policy in terms of asset depreciation tests at the end of 2024. And we've incorporated all the information concerning the 2025 balance sheet and the geopolitical and macroeconomic evolutions of the group.

On the more conventional basis, I'd like to underscore a few things that -- activity that we carry out on the half yearly basis. We look into the situation. I'm referring to significant disputes to make sure that we are aware of the main disputes that we have to deal with. We collect information concerning the weighting of the Orange share, how well -- what is our position. And of course, this is something that we do on a quarterly basis. Everything, this is published concerning the market.

As to the operation of the Audit Committee itself, I have a constant dialogue with the auditors on 2 occasions. We organize an executive session. That is a meeting without the presence of the auditors so that the members of general management can take stock of the situation.

Ladies and gentlemen, dear shareholders, this shows that we are working hard. Our directors are really very committed. I'd like to thank them for this. And I'd like to underscore that we get the benefit -- the President of the Board of Directors and the General Manager. We'd like to welcome and to thank them for that. On behalf of the committee, I'd like to thank our auditors and the teams of the financial department with Laurent Martinez, thanks to whom, we've been able to work in excellent conditions once again.

Thank you for your attention. I'll give the floor back to the Chairman of the Board.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Thank you, Gilles. So Laurent Martinez for the 2024 results.

Laurent Martinez   GExecutive VP of Finance, Performance & Development

Ladies and gentlemen, dear shareholders, I'm very happy to meet you again this year. I'll be talking you through the financial results of our group. And that's for 2024.

To start with, let's have a look at our commercial performance, supported by our leadership in terms of the quality of our networks and the excellence of our customer services. We are really proud to be the preferred operator in 15 of our countries. Orange is still strengthening its leadership by attracting new clients. The group will stick to its European leader position in convergence with a total of 9 million (sic) [ 9.1 million ] clients. Therefore, up 1% over a year.

As far as mobile services are concerned, we have 253 million accesses in the world. Therefore, a sharp increase, 7% (sic) [ 7.1% ]. Fixed services total more than 38 million accesses in the world, including 14.6 million, very high throughput. And therefore, a sharp increase of growth, which is equivalent to 13.5%. Orange MEA also has 40 million Orange Money clients who are active. Therefore, up 16% over a year.

The success of our commercial strategy is something that stems from our expertise in networks. In terms of 4G, we cover the 7 European countries with more than 99% of the population that's covered and 17 countries in Africa and the Middle East. As far as 5G is concerned, it's available in 7 countries in Europe and 2 countries in Africa and the Middle East. As you know, Orange is the undisputed leader in fiber business in Europe with almost 28 million lines deployed for a total of more than 55 million households that could be connected. And yet, we're very careful about our e-capital expenditures we've maintained, which is 15% of our total revenue. That is, in terms of absolute values and investment, to the tune of EUR 6 billion, EUR 6 billion.

Now let's have a look at our financial performance. The results in 2024 were very solid, and we fully met all of our objectives. If we look at 2024, revenue totaled or reached EUR 40 billion. Therefore, up 1.2%. On basis of retail services, Africa, the Middle East is the main entity that's contributed to this growth with revenues up 11%, thanks to our leadership position in almost all the countries where we operate with more than 160 million mobile clients and the 4 growth drivers: data mobile, fixed broadband, the Orange Money business and B2B.

Our revenues in France are up, thanks to retail services, excluding PSTN, up 2.6%. We are still the undisputed leader in France in a very buoyant market. Europe sees a degrowth in terms of revenues to services to operators and other activities with a margin that's quite low. But the other retail services, excluding IT and service integrations, are up 1.3%. And then the decrease of revenues for Orange Business is something that we anticipated. The IT services and integration services are growing slightly, even though the market is tough. The Orange Cyberdefense revenues are growing at a sustained pace, 11% in 2024.

Now let's look at the profitability of our group. EBITDAaL for the group reached EUR 12.1 billion. Therefore, an annual growth of 2.7%. There's a continual acceleration that we saw in 2024. What are the main reasons for this performance? What are the main drivers? First, very good impetus in Africa and the Middle East with growth totaling 13% for EBITDAaL, then continual and solid performance in Europe. And finally, we are back to growth or back to profit in France.

In addition, Orange Business has recovered with the performance that's in line with the objectives set. This improvement in the field of the profitability of our group is fed with the operating efficiency program, for which we've already rolled out 2/3 of our ambition, the time of which is 2025. We'll continue and we'll work on 3 work streams: operating efficiency, optimizing procurement and use of AI.

And finally, to conclude, net profit is stable for 2024. And some key items about our cash flow and the balance sheet. There's an increase in profitability, and we've been very strict with our capital expenditure. And therefore, organic cash flow of the group has increased to the tune of more than EUR 200 million in 2024 to reach EUR 3.4 billion. And this is fully aligned with the objectives set by the group.

The all-in free cash flow after factoring in disputes and cost of licenses is at EUR 3 billion. Therefore, up EUR 500 million from 2023, a sharp increase. In addition, the balance group -- the balance sheet, sorry, of your group is really good. Net debt has been decreased by EUR 4.5 billion, thanks to the proceeds of MasOrange. And therefore, the debt level is 1.8x EBITDAaL.

These are excellent results, as you can see. This really shows that our Lead the Future plan is something that works, a plan that focuses, as you know, on value creation for all the different stakeholders. And this is what we see when you look at the financial results of the group.

First, the main all-in free cash flow indicator that has increased considerably, going from EUR 1.6 billion, up to EUR 3 billion. And this, within 2 years. Return on capital employed, which is the second main indicator, has improved to reach 6.9%. Therefore, a total increase of 100 basis points. And this, again, in 2 years. And then the EPS, earnings per share, was up 12% to reach EUR 0.82 per share.

Then these indicators have improved, as you can see. And therefore, here's what we have for you, an improved dividend, going from EUR 0.72 per share in 2023 to EUR 0.75 this year for 2024. This amount, by the way, is fully covered, thanks to our all-in free cash flow generation.

Now to wrap up, a few words on our outlook for 2025. Given our very good achievements in 2024, and as you've seen as well in terms of cash flow generation, we have decided to review our forecast for 2025 in a better way. This is what we have in our strategic plan. Nowadays, the new figures are as follows: EBITDAaL will improve by 3% in 2025, and organic cash flow will be at least EUR 3.6 billion. The eCapEx will still be monitored carefully with an eCapEx-to-revenues ratio that will be 15%. And our leverage objective will be a ratio of 2x. Our dividend policy has not budged with a flow of EUR 0.75 for 2025.

Thank you very much for your attention. And now I'll hand over to our Chairman.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Thank you. Merci, Laurent. Now we have Jacques Pierre, the auditor's report.

Jacques Pierre  

Thank you, Chairman. Dear shareholders, I have the pleasure to submit you, on behalf of auditors, Deloitte and KPMG, the report that we established for you for the financial year that closed on 2024. So we have the annual and the consolidated accounts on regulated conventions and the transaction concerning the capital. They've been made available to you. You'll find them in the universal '24 -- universal document.

So these are the main points concerning the annual and consolidated reports. First and second resolution, we can certify the annual and consolidated accounts concerning the financial year closed in '24 are sincere and true and give a true image of the financial situation, the result and the resources of the group.

So we paid a particular attention to a number of key points of the audit which we thought was most important, either due to the complexity of the information system or because they make it possible for us to assess the situation. We consider the -- taking to account the sales figure of the telecommunication, the assessment of the provisions and the tax recourses and the commercial funds constitute the key points of the audit of the annual accounts. So we have main 2 points. The evaluation of the goodwill and some units that generate treasury are particularly important.

As to the fourth resolution of your general meeting, we published a report on regulated conventions. No convention authorized was concluded during that year to be submitted to the approval of the general assembly. A convention concluded during 2023, which was already approved by the general meeting, continued during the 2024 financial year. It happened with the exclusive negotiation agreement between Orange SA and BNP Paribas for the benefit of Orange Bank customers or clients and the application via an agreement concluded between Orange Bank clients and BNP Paribas.

Then we published a number of reports that will be containing resolution that might make an impact on the capital of the company preferred report, a report on the global delegation for the issuing of shares and various financial instruments. 17th and 23rd resolutions covered by this one, a report concerning the authorization to issue free shares or to issue news ones, a report on the delegation of competence concerning the issuing of shares or complex titles. This is resolution #25 and another report concerning the division of power to reduce the capital by canceling of shares, and this is the object of 27th resolution. Nothing special on this point. We'll be creating additional reports, if necessary, if your Board of Directors think that this is necessary.

The A resolution suggested by the Fonds Commun de Placement is an amendment to the 24th resolution. We don't have anything to add on the observation coming from your Board. We've issued another report for which there will be no resolution referring to the sustainability and taxonomy reports. The limited insurance report deals with the compliance of European standards for reporting on sustainability and the European group regulation on the process by which Orange determines which information now to be published, the information on durability, sustainability included in the situation as well as taxonomy. On the basis of these procedures, we found no significant mistake, omission or inconsistency with the European regulation. We've made one observation, which is with the CSRD concerning the sustainability state of your company. Thank you very much for your attention.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Before we give the floor to Christel Heydemann, I'd like to show you a short film on the highlights of 2024.

[Presentation]

Christel Heydemann   CEO & Executive Director

Ladies and gentlemen, dear shareholders. I'm really happy to talk to you. I'd like to thank you for your attendance of this '25 general meeting. '24 was really challenging year. The challenge, that's Olympic Games, the consolidation in Spain. So yes, the year was marked by extreme climatic events, floods in Spain, in Eastern Europe and in Dubai, a typhoon in Mayotte, Madagascar and Reunion Island. Of course, this makes an impact of our business, and it shows that our teams are very committed. They want to serve our clients, our customers, even in the worst situation.

Connectivity is vital for our world, and our services are substantial, and this is very fortunate for Orange. Never before, our role of a trusted partner is crucial. And what we need to do is clear. We have to continue implementing our strategic plan lead the Future, prepare the future and remain true to our promise of trusted partners.

Before I come back to this point, I'd like to thank all the employees of Orange their commitment. I'd like to thank Jean-Francois Fallacher for this extreme welcome contribution to the development of the group when he was in Poland and, of course, at the head of Orange France. Jean-Francois this year will become Eutelsat General Manager from June 3 next year and will be replaced by Jerome Henique, who is the boss of Middle East and Africa.

I'd like to recognize and regard the work of Jacques Aschenbroich and his extremely rich dialogues that we have with him. I can really thank you and recognize when you recall the competitive character of work to the business. This is something we keep insisting, but it seems that not everybody is aware that the European market is very fragmented, hyper competitive with tens of mobile operators in Europe. But there are really 3 in the U.S., 3 in China, and in India, it's extremely complex to really identify a real champion.

So how can we achieve the unique telecom market? If you have one single market, it's not there yet. So we haven't reached the critical size, and this is something that we feel we lag behind in terms of deployment of 4G compared with India, the U.S. and China. Well, hyperscalers, these U.S. companies who are specialists in digital services, data, cloud, et cetera, are unavoidable and starting serves the whole world.

So reaching critical size, we must do in the very high capital-intensive company because our capability to invest is absolutely key. So we won't and we mean to remain a leading actor. This is something that -- this kind of talk has triggered a new awareness, and we have a number of sign of this. The English Competition Authority has accepted a merger between Vodafone and Three. Later, calls will change position, EUR 200 million. It is something we need to achieve. The European Competition Commissioner has -- is in charge of digital network.

Well political tensions are extremely high. You need to recall that the critical nature of our physical infrastructure, without which, in view of the weight of technologies, our daily lives cannot face. We want to make sure that investing in our countries is really attractive and reinforce what we do in order to achieve a greater sovereignty. 2024 is the second year of Lead the Future plan. Orange has reinforced its position. We own a number of infrastructures. And we know that they are strategic, long-term cable, sovereign cable, telecom towers, satellite data centers. We master and control our infra. We are leaders in the fiber, 60 million plus 20% compared with the 2024. We continue structuring our assets and make the most of our assets, for instance, FiberCo and in Spain.

We've been able to show that we have an excellent marketing policy using a different brand. The quality of network, the brand Orange with Orange est là, which is our new signature, and the high satisfaction level of our clients are key. More than 280 million clients in world make it possible to confirm our position of leaders in Europe and in Africa.

The MEA area is growing 11% in 2024 with second operators in Africa, 160 million mobile operators. Jerome Henique, General Manager of that area, will tell you more about the strategy of MEA.

On the corporate side, Orange Cyberdefense, 2-digit growth. This group leader in Europe will continue the transformation of Orange Business. We continue the plan to improve our profitability even though competition is quite tough. Our role as a partner, trusted partner, is key. 2024, we created a leader in Spain with the MasOrange. We are the operator that had the most contribution operation in Europe during the past years.

I'm not going to come back on the financial results, Laurent Martinez have done it. But our '25 guidance has been increased. Now it's 127,000 employees who are proud of working for Orange according to our social barometer at a daily basis, really at the service of our group. Their expertise, their know-how are indispensable to our success, like any company. But in digital, we have to make sure that we continue training them to meet the challenge of new skills required.

After long negotiation months, there was a unanimous signature by trade unions of an agreement on the management of employments and jobs. So now we have a framework that helps us to train, anticipate with a differentiated approach. Outside of France, our group has reinforced its training system to support the enhancement of our skills, particularly in cybersecurity, data but also business ethics and better understanding of the impact of climate change.

AI is key and would make a huge difference in tomorrow's world. 98% of our employees followed the training courses, and a high number of them were trained on AI. More than 93,000 use generative artificial intelligence in order to be able to work in a safe and secure environment. In 2024, we've adapted the values that apply to the whole group, responsible Board. The 3 words really are very important to all our staff. This is something we rely upon to build to tomorrow's future.

So so much for assets. Our collective success will be based on our promise. We have to keep our promise to be a trusted partner. We want to be as close as possible to what our clients and customers need. And for that, we need to adapt our business models. In France, the objective is important. We have to switch to a very high rate. More than 9 households out of 10 use fiber, and the majority of the Internet subscribers rely on this. We are very proud that we are the company that made it possible.

Now we have to decommission 1 million kilometers of a copper and to find new solutions for -- this is something that we'll be doing municipality by municipality. So we'll be switching into new generation networks. This is something that we need to work on to be able to meet the challenge of generative AI, which is a huge opportunity for growth, innovation and productivity.

At the scale of our group AI made it possible for us to generate EUR 200 million value, thanks to the deployment of 50 use cases in progress via copper services. And now we need to create a value and to offer solutions that they can use at the service of the company. Orange Business offer live intelligence solution that incorporates systematic learning languages from different providers, the U.S. one, but French alternatives like Mistral or LightOn. Orange launched the cyber secure offer [ 24-foot ] solutions for private users that provide a protection against fraud.

Orange has an ethical policy, the key principle being non-distribution and collection of private life and the respect of human autonomy. So fashioning this kind of responsible word goes beyond this. I'd like to come back to this commitment that was made. In 2024, launched the initiative called For Good Connections in order to support the young user through the use of a recent objective we've programs, which are used to raise awareness about cyber harassment. And we have also a project, SaferPhone. We support those. We haven't joined the digital project. And being the leader there means that we have to be aware of the climate environment.

We have a number of extreme events, and we have a dual responsibility there. First of all, to lower our carbon footprint. We'll be carbon neutral 4 years before the recommendation of that industry. We've reduced our direct emissions, Scopes 1 and 2, from 30%. So we are ahead of our objectives. We continue our efforts decarbon energy in Europe, solarization of our sites in Africa. And for Scope 3 emission -- in Scope 3 for emissions, which means that we have to work with the whole value chain, partnered towards 0 carbon means that our providers committed to use special levers to lower their carbon footprint. And we're also ready to adapt our commonly identified vulnerabilities with the business continuation plan and portfolios of solutions to help us adapt. We've developed a connection kit, satellite and mobile, so that connectivity can be restored without any further ado.

Now the climate is something that we've taken board in one of our solutions. This is something we do, thanks to that risk management team. Now we are really determined. I know that our group has many possibilities, many assets of capacity to adapt, capacity to make our assets become even valuable.

Before I give the floor to Jerome Henique, here are a few pictures that illustrates our topic that's for good connection.

[Presentation]

Jerome Henique   Executive VP, CEO of Orange France & Director of Orange Middle East and Africa

Ladies and gentlemen, dear shareholders, it really is an honor for me to seize this opportunity so that I can talk about Africa and the Middle East, a region where the group is growing. Our objective is to become a major player in digital inclusion, financial inclusion and to become the preferred multi-service operator of populations in Africa and the Middle East. We want to be the leader in our industry.

Orange has been operating for more than 20 years in Africa and the Middle East. We operate in 18 countries, and we have 4 areas. We have 2 equity clusters, the Group Sonatel and Group Orange Côte d'Ivoire and 2 other groups of countries in the MENA region first and then Central Africa and the Indian Ocean, SAIO. Our activities are based on 18,000 employees, the first ambassadors of our brand, but also on the support teams from the head office in Casablanca and also the shared service centers that are distributed into 3 hubs in Senegal, Côte d'Ivoire and Morocco.

We believe in a virtuous model that is performance for the good development of countries, and that will be the foundation of our performance. What we mean by development is the impact that Orange has because we meet the needs of local populations in the field of inclusion. Digital inclusion, that's our core business. We invest in infrastructures as well but also this social inclusion with the Orange Digital Center objective or plan to employ more use. And we've done that with more than 1 million beneficiaries but also financial inclusion with Orange Money and also the energy inclusion with the Orange Energy's offering.

Inclusion is what we need so that we are very much present on the continent. It's supported with strong local partnerships in most of the countries where we operate. It's a unique model, thanks to which we can stand out versus the competition. We are the local players and therefore can ward off all the risks that exist. We have a diversified portfolio, which is well balanced. And therefore, we can be even more resilient. The model can be more resilient, and we can overcome one-off difficulties because no country represents more than 15% of total revenue. We have a very good balance between the countries where the currencies are stable and other countries where currencies are more volatile.

We are a local player. We are resilient, and this really shows that we've had good performance and profitability over the long run, which is what you can see if you look at the 2024 results. As Laurent Martinez said before, OMEA has met all of the financial and operational objectives. Thus, we've confirmed the fact that we are the driving force in the group.

Now what about the underlying elements in financial performance? Look at the growth of our mobile clients. We've reached 161 million clients at the end of the year. Therefore, 12 million customers gained versus 2023 for mobile data, which is a growth engine. We've acquired more than 16 million new customers for 4G. At the end of the year, we had 77 million clients, which really shows that we've invested in the modernization of our networks, and we have a better coverage of our networks. And we've converted the 3G bases into 4G.

It's the same for broadband, fixed broadband, almost 4 million clients at the end of 2024. Therefore, up 17% versus 2023. And then the Orange Money has reached 40 million active clients. Therefore, growing monthly and 16% increase from 2023. But also the Max it super app that was launched in November 2033. At the time, at the end of 2024, we had already more than 18 million monthly users in this country.

And then in 2025, here, again, we'd like to meet our results earnings commitments with profitable growth. And we'll continue and work on the social and environmental front so that we can continue and improve our reputation on the continent. But this is based on the quality of our resources and the engagement of our employees. This is what we're going to see in a minute in the upcoming video. Thank you very much for your attention.

[Presentation]

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Dear shareholders, now the Q&A has started. We'll start with those who are following us in the room, but also afterwards, we will take questions from the Internet, those who sent in their questions. Now the CEO, Christel, and the members of the Executive Committee are here, and they'll be able to answer your questions.

Nicolas Guérin   Group Secretary General

Thank you, Mr. Chairman, dear shareholders. So we're going to go through the different resolutions, and we'll vote. But before that, I'd like to show you a quick video that shows you how to use your remote control so that you can vote.

[Presentation]

Nicolas Guérin   Group Secretary General

Okay. Now we can start voting. I'll give you the final quorum, 76.77%. As far as resolution #5 is concerned, as I said, the Nanterre court have said that this will be suspended because the CFE-CGC Orange trade union has appealed. So we have to wait because this trade union has disputed or challenged this resolution. So we will not vote on resolution 5, but you will vote on resolution #4. And then we'll continue immediately with #6. So votes recorded for resolution #5 will not be counted.

Please use your devices. We will start and read the first resolution. Resolution #1, that is for financial statements. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 99.89%. Number 2, approval of consolidated financial statements for fiscal year ended 31st of December 2024. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 99.98%. Number 3, appropriation of income for fiscal year ended 31st of December 2024.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 99.94%. Number 4, regulated third-party agreements. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 98.21%. So we'll skip resolution #5, and we'll continue with #6, reappointment of Bpi Participations as directors.

[Voting]

Nicolas Guérin   Group Secretary General

Adopted, 97.61%. Congratulations to the representatives of Bpifrance. Number 7, approval of information related to the 2024 compensation of corporate offices started in -- as stated, sorry, in the corporate governance report.

[Voting]

Nicolas Guérin   Group Secretary General

Carried, 99.23%. Number 8, approval of the 2024 compensation components for Mrs. Christel Heydemann, CEO.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 99.83%. Number 9, approval of compensation components for Mr. Jacques Aschenbroich, Chairman of the Board of Directors.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried as well, 99.64% this time. Number 10, approval of the 2025 compensation policy for your CEO. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 81.51%. Number 11, approval of the 2025 compensation policy for the Chairman of the Board.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Adopted, 99.64%. Number 12, approval of the compensation policy for 2025 of our directors. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Resolution carried, 99.95%. Number 13, authorization to be granted to the Board of Directors to purchase or transfer company shares. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Adopted, 99.57%. Now for the extraordinary meeting, number 14, bringing Articles 15 of the Bylaws in line with French Law 2024-537 of June 13, 2024, known as the Attractiveness Law.

[Voting]

Nicolas Guérin   Group Secretary General

99.99%. Number 15, bringing together Article 21 of the Bylaws with the Attractiveness Law. You can start voting now.

[Voting]

Nicolas Guérin   Group Secretary General

Carried, 99.99%. Resolution #16, amendment of Article 20 of the Bylaws concerning the appointment of alternate statutory auditors.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Adopted as well, 99.99%. Resolution #17, authorization granted to the Board of Directors to issue shares with preferential subscription rights maintained outside of a public offer period.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 98.49%. Resolution #18, authorization granted to the Board to issue shares in the event of a public offer with cancellation of preferential subscription rights outside of a public offer period.

[Voting]

Nicolas Guérin   Group Secretary General

Time's up. Carried, 79.96%. Resolution #19, authorization granted the Board to issue shares in the event of an offer to qualified investors or a restricted circle of investors with cancellation of preferential subscription rights outside of a public offer period.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. It's carried, 78.76%. Resolution #20, authorization granted to the Board of Directors to increase the number of shares to be issued once resolutions have been agreed upon from 17 to 19.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Approved, 92.08%. Number 21, authorization granted to the Board to issue shares in the event of a public exchange offer initiated by the company outside of a public offer period.

[Voting]

Nicolas Guérin   Group Secretary General

Adopted, 97.84%. Resolution #22, authorization granted to the Board of Directors to shares to remunerate contributions in kind to the company outside of a public offer period.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. The vote is over. Carried, 96.68%. Resolution #23, setting an overall limit on the authorizations granted to resolutions from 17 to 22, a cap of EUR 3 billion.

[Voting]

Nicolas Guérin   Group Secretary General

Vote is over. Carried, 98.39%. Resolution #24, authorization granted to the Board to award free company shares to executive corporate officers and certain Orange Group employees.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Adopted, 83.56%. Number 25, delegation given to the Board of Directors to issue shares or complex securities reserved for members of the savings plan.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Adopted, 99.02%. Resolution #26, authorization granted to the Board of Directors to increase the capital by incorporating reserves, profits or premium.

[Voting]

Nicolas Guérin   Group Secretary General

Adopted, 99.86%. Number 27, authorization given to the Board of Directors to reduce the capital through the cancellation of shares.

[Voting]

Nicolas Guérin   Group Secretary General

Time is up. Adopted, 84.8%. Resolution #28, powers for formalities.

[Voting]

Nicolas Guérin   Group Secretary General

Carried, 99.99%. And we'll finish with 2 other resolutions not approved by the Board of Directors. We'll start with resolution A. That's for the extraordinary shareholders' meeting. Amendment to the resolution #24 to proceed with free allocation of existing shares to all staff or reserved employee share offer.

[Voting]

Nicolas Guérin   Group Secretary General

Rejected, 80.08%. Resolution B for the extraordinary shareholders' meeting, limitation on the accumulation of mandates of the Chairman of the Board of Directors.

[Voting]

Nicolas Guérin   Group Secretary General

Rejected, 79.69%. Thank you very much.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Thank you very much for coming. The next general assembly, general meeting will take place on May 19 in the same place. See you soon, and thanks again.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Now so that we have a good conversation, please ask short questions. And please only ask a maximum of 2 questions. Before we start, we have a special area for technical questions, after-sales questions in the main hall in the Pleyel building or room. So please don't hesitate and meet the teams that we have in this room, and they will be quite willing to answer all of your questions. We'll start with the first question in the room, please.

Hugues Davreux  

I'm Hugues Davreux, a member of the Advisory Committee for the shareholders of Orange. I'd like to know more about the impacts of Donald Trump's policies and the decisions made by his administration on your activities.

Christel Heydemann   CEO & Executive Director

Well, that's a tough question. I don't know. Has he said anything else since the morning? Orange is not really very much present in America. Our business is a local business. We have French in France. We have the Egyptians in Egypt, Spanish in Spain, et cetera. We have some business in America for the large corporates that we support and guide, and therefore, we have teams in America. But our exposure is limited.

If you look at the situation today, the trade war or rather the arm twisting exercise in terms of tariffs, where our business is based on local services, and therefore, we don't have many flows. We're not very much exposed, even though, of course, this might have economic impacts on the group. But in the short term, we're not very much exposed, are we? And in any case, we're keeping an eye on that with the procurement and purchasing teams.

Maybe the most important thing for us when you look at what's happening in the United States of America today is what I was saying earlier on, which is the fact that Europe is very much aware of how much we rely from a technological point of view in some areas, vis-a-vis some suppliers. In some cases, we only have the American solutions, sometimes the Chinese solutions as well. So maybe that's a great opportunity for Europe, for this European ecosystem to change. I mean to come up with alternative solutions, even though we know that in some areas, we very much know that we'll have to continue and work with the main tech companies from America that have the clout, and they are the first ones who want to continue and serve their clients and partners in Europe. Thank you very much. Question number 2?

Unknown Attendee  

Mr. Chairman, I'd like to talk about what you've called the decommissioning. That is the fact that you're going to replace the 2G and 3G networks and you're going to move on towards fiber networks and the impact on the ecosystem. Now for instance, the lifts that you have in the big buildings, the gas meters, the electricity meters are systems that have -- that will be impacted by this replacement.

Now if this is organized, like it was the case, if you look at the fiber boxes we have in the streets, and we are sometimes disconnected for months, we could be worried. And I saw that the operators want to anticipate on the deadline, which is 2030. And therefore, maybe in terms of lifts to be replaced, the trend will accelerate. And the prices will go up. It will be a price of EUR 5,000 for a system in a lift. Well, who is going to pay the costs? Will it be the simple consumers like me or the state or the operators? Who is going to pay or foot the bill?

Christel Heydemann   CEO & Executive Director

Well, we have 2 projects to modernize the infrastructure. First, the decommissioning for copper, which is the turning point, will move towards fiber. You're right. You're right to come back to this. We have this project, which is to phase out our 2G and 3G networks by 2028 and 2030. The phaseout of 2G is a project that we've been talking about for several years. And it started a long time ago. And France is really a laggard compared to other European countries.

If you look at lift suppliers or IoT, 2G-based solutions have moved to more modern solutions in the rest of Europe. So France is lacking behind. And we didn't postpone some of the deadlines. We start decommissioning 2G and then it will be 3G. That's what we're working on with French ARCEP with all the other operators because all the operators in the ecosystem will have to do this. But we're talking more about this now because the deadline is coming near. And therefore, we'll have to continue to work on these plans.

But other countries in Europe have managed, so France will manage and succeed. And we need these frequencies. The frequencies for 2G and 3G are frequencies that we will need. We need to free them up and use them because we have more and more traffic on our networks.

Unknown Attendee  

Chair, ladies and gentlemen, I will only ask 2 questions. Now we've talked about 2030, no more copper but fibers, okay. When I walk around in the countryside and I see that we no longer have overhead lines, will it be the same with fibers? Will they be buried? Or will these be aerial or over the air? And will it be broken by trees that fall down?

Now second question. More than 91% of your profit is distributed. Now I know that the #1 shareholder is a glutton. They want all the profit back. And you're talking about major capital expenditure in fibers, in the networks, in the telco business. Do you think it's good for the company's survival for its future to have such a dividend policy? Because the more you give to the state, the more the state will be hungry, the more it will be demanding and asking for more.

Christel Heydemann   CEO & Executive Director

Okay. To answer the first question -- that's the CEO. If you look at the quality of our networks, the copper network, copper and fiber. And tomorrow, the fiber network, this is one of our concerns. This is something that all our teams are working on. Now maintenance in rural areas is something that's costly. It's costly for the infrastructure operators. That is us. And we constantly maintain these networks. Tomorrow, we'll have fiber networks. We'll be using these posts, these masts, and that's indispensable.

We can't bury all of these networks. This is not necessarily something that we're looking forward to because if you want to repair them, that's very important. But we have to trim the trees alongside these overhead lines. We're still working on this. And we ask people, the individuals but also the local authorities, to do this, to cut the branches of big trees. But deploying fibers, no, we couldn't deploy fibers in rural areas without using the existing infrastructure, all the masts, the posts. Orange is doing this, but the other operators are doing the same as well.

Now I'd like to repeat something. What's at stake for us is the impact of global change, the climate change. We want to have resilient solutions. And therefore, for the most remote areas, we can use spacecraft, mobile solutions, in addition to the fiber solutions. Look at the extreme weather conditions. What's the priority that customers express? Well, they want the mobile networks to be up again as quickly as possible. And we've improved with the mobile 4G coverage, More than 99% of the total territory. And tomorrow, it will be the same with the 5G.

Second question, the dividend policy. Well, the #1 objective or challenge for us, as we said, and it's in the Lead the Future plan, is to focus on cash generation for the group. And we've improved. As we speak, we have a payout policy. Now if we look at the figures, it's not 91% paid out in dividends. Well, of course, the dividend policy is key in the eyes of many shareholders. But you're right as well in saying that we need the money as well. It's -- the capital allocation policies we have, how much for the shareholders, how much for capital expenditure for the project of the company, this is the discussion that we have with all the Board members.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

To supplement as to the distribution of values, shareholders have -- get some of it, state or 23%, the employees to business. It's also beneficial to employees and shareholders. But if you take a closer look, the employees get the greatest benefit from the sharing value. And then territories and taxes, we pay out our taxes, as Christel remind us.

And I did say so in my introduction in our shareholders, investors, we must pay them. But they only represent a minor part of the value that we distribute. And you referred to the net result, free cash flow, which was recalled by Laurent Martinez, following 2/3 of the free cash flow. Number 3?

Unknown Attendee  

Orange Innovation. Christel mentioned the number of employees. And in the Voice Up call, we asked a question about the participation share. 20% is the vital part. The problem is that, and this is something that wage earners challenged, is they don't answer the issue to that indicator. They get penalized. Are you going to change the system?

Christel Heydemann   CEO & Executive Director

So it's about -- to the question of engagement, commitment, employees. And this is why we decided to set up this type of a questionnaire. That provides for benchmark solutions. Of course, in these surveys, we don't look at the averages. Even though when we set objectives to the management, we need indicators for that. But what we're looking, it's not the level of commitment, but it is changing from 1 year to the next.

Why is that? Because even though at the end of the day what you get is a figure, but it's a combination of various indicators with a large disparity according to the geographical area. It has to do with the quality of the dialogue and what it means for the day-to-day life of employees. So it's very important for us to make sure that we do take into account that if we do -- our employees are really committed, then we find a discussion. So organizations by all -- not all organizations set up these kind of indicators. But once again, I think this is a good practice, and we do discuss this with many companies in order to encourage dialogue between the employees and managers at all levels of the group. Number 6?

Unknown Attendee  

[ Christian Cheuverie ]. I had a question on AI in particular. You mentioned AI, generative AI. And then AI, that's the benefit of the networks and boarded AI. I'm referring to mobile phone. So what do you think of this?

Then I have another question on LLMs. You referred to open-source solutions, which is very good to have. Congratulations on this. You also mentioned French solutions like Mistral. I'd love to know whether they are used in your data centers. And the subsidiary question, what about the calculation power? How can you monitor the electricity that you consume in order to do this?

Christel Heydemann   CEO & Executive Director

Well, first of all, when one discusses artificial intelligence, we're at the very beginning of a real high-tech revolution about as significant at the first days of electricity, which was really a sea change in many aspects of our life. So we have to remain very humble in terms of uses to come. AI may be the technological solutions -- revolution that changes so far for the very first time. The dissemination of -- distribution of knowledge is so fast that everybody with the most advanced teams can share this almost immediately.

So as far as we are concerned, we have AI experts that onboard these technologies. This is important to use AI to build intelligent networks, improve the customer relations and to make it possible for our employees to feel more comfortable when they're looking for information and to achieve operations efficiency.

Now the LLM question marks. AI is being trained in large data centers that use a lot of energy, but many of the users to come will be edge that will consume less energy. Of course, we do measure the CO2 footprint of such tools. And this is the reason why the internal tool made available to our employees makes it possible for them to measure the cost in euros and the cost of carbon for learning and teaching purposes, the prompts. So we did invest in coverage in power, either for us or for the sake of our clients, and we use a calculation power. For those uses, we're still at the learning stage.

Now as to our data centers, it's something that we're fully monitoring. As I said, we are fully committed. We do want to lower our consumption of energy. So this is really an issue, but AI does not account for us in terms of energy consumptions. It's more issues that have to do with the traffic on the network. This is really the issue. Another one?

Unknown Shareholder  

Association for Individual Ownership. One comment and 2 questions. You showed us a film showing the marketing effect of 2024, which I thought was very interesting. So this is a concert room player. Eponymous room. The music, I would say, call it noise rather than music. I didn't find it charming at all. It wasn't charming to my ears. I hope you're not paying too high duties on that.

Now back to my questions. Orange participates in the Mobile World Congress. In '25, the things were converge, connect and create on home, corporate and networks with AI. Which one -- which sector do you think is more buoyant and creates the highest added value? Second question, is it that Orange Cyberdefense -- what did you do for the Falcon that the U.S. solution, CrowdStrike, in SOC as a service offers for small and medium-sized companies in Europe and in North America?

Christel Heydemann   CEO & Executive Director

As to technological partners, first of all, we don't have any exclusive approach with these partners. CrowdStrike, of course, it's a proper -- a good one. We -- all of us discovered a few days before the opening of the Olympic Games last summer when there was a big bug in one of these Windows solution.

As to our American technological partners in the world of cyber security, there are not too many European initiatives. None of them in some fields. In other, there are a few startups here and there, a few companies which are more developed. It's part of the work we do to do the mapping of these solutions. But eventually, it's for the client -- customer to decide. But our approach is a nonexclusive one.

On your first question, I'll leave it to the room answer, but of course, it's the jingle of the Orange brand. It's based on that piece. Thank you. Number 4?

Unknown Shareholder  

I've been a customer for years, and I've been a shareholder from the first day of the listing of France Telecom, which has become Orange. Now the subscription -- fixed subscription, fixed line, 3 increases, price increases, which are quite significant. We say -- I hope it's going to remain on that. There won't be a third step.

I have to ask. This is for the French state. I suppose the room will agree with me to say that today, telephone and Internet have become a first necessity product, something that you can't do without, an absolute must. I see the subscription. VAT on subscription is 20%. With water, gas, electricity, which are also basic, the subscription is 5.5 VAT. I think it's an approach or it's something that the French government could do something about to change the VAT ratio on the telephone subscription.

Christel Heydemann   CEO & Executive Director

Okay. On the telephone subscription, the RTC, you're right, when you say the PSTN to say that over the past 2 years, we had to step up the tariffs for big, good reason. The copper network always cost something, and we get fewer and fewer customers using the copper network. And this is why we decided and we met with the regulator and the government who work hand-in-hand with local municipality to decommission the copper network. So we do have alternative solutions to the fixed subscription, including for customers who would like to have only one in telephone, no use of Internet. So there are solutions that. You keep your same phone number for a mobile or a fiber connectivity.

I haven't looked at the prices, the tariffs, but I think you should be able to avoid a situation will be the last clients. In view of the plan, the decommissioning project, I think that gradually, our legacy copper clients will be using one of these new solutions. As to the VAT, in view of the public financial -- I mean we do pay taxes, too. So I'm not really willing to comment on that point on taxes. Number 2?

Unknown Attendee  

Chairman, you referred to the delisting of the American market. What is the gain that is generated? My second incidental question. Would it make any impact on the possibility of borrowing on the U.S. market?

Gilles Grapinet   Independent Director

Would make an impact on your readiness to borrow? On your second point, no impact whatsoever on your capacity to attract U.S. investors or to issue bonds in the U.S.A. We can continue doing this. So the net gain, as our Chairman said, it's more in order to streamline, to simplify the system for internal control purposes. And there's, of course, an economic gain, but it's really marginal compared with the significant streamlining of the system that this delisting will lead to. Number 4?

Unknown Shareholder  

Mr. Chairman, Madam CEO, I'd like to say something because I'm a shareholder. It's been the case from the early stages that is when the public could buy shares. And I wouldn't say that I've had a good return on investment, and I'm very much surprised because the company you're showing is a brilliant company with good results. And we thought you would catch up on the ground that you've lost.

So dear Chairman, you're saying that Orange could do better but that the public authorities look at Orange like the milk cow -- the cash cow rather. The cash cow. And now you're in charge of infrastructure and you don't get the fees from your competing operators. Number two, Orange will pay a high level of tax. Could we hope that one day, the share price for Orange would be aligned on the initial share price?

I have a second question. The gigantic project that you mentioned, Mr. Chairman, will -- this project is on the incumbent players? If you look at pricing, we could have thought that the first clients are not the ones who are responsible if they still use copper. Rather than segmenting your pricing policies, one for fiber, one for copper, we could have thought that Orange would have come up with a pricing policy that would encapsulate all of their customers.

Now number two. I've read all of your notices and brochures from Orange. And by the way, we don't know when the deadline is. I think it's 2030. But could we be better informed? When will we have to change over going from copper to fiber? Because many people are worried, and we've realized that this transformation is something that we will pay. I don't think we can use the former cable trays. But you'll tell me.

Now something else, about the Paris 2024 Olympic Games. Orange was the only operator. And I'm wondering about this because I was thinking, have you seen the benefits of this? This was really like a showcase for you at the international level. Would you say that as we speak, Orange has managed to conquer new markets, thanks to what you did, thanks to the Olympic Games for Orange last summer?

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Thank you for asking 2 times 2 questions. So 4 questions, and our CEO will answer.

Christel Heydemann   CEO & Executive Director

Yes, the share price. Well, we work hard on that. But that's a very difficult objective to meet because the telecom industry has gone through so many headwinds in the past 30 years. And I must say that if you look at the competition, the landscape has changed compared to what it was like when we started. We'll do our best, even though I must say that today, the world is different. But yes, we're making progress.

And the decommissioning plan for copper. The pricing policy for copper is regulated. We have a monopoly for copper. So when the prices change -- but I mean in copper, we include the pricing policy for PSTN, but also, we've amortized the pricing policy for ADSL clients. And we've been discussing with the regulator, the French ARCEP, so that we can factor in the cost of the copper network and therefore increase the pricing for the unbundling. That's the only thing we can do to amortize things, apart from what we did on PSTN.

As far as copper networks are concerned, what we do on the ground so as not to penalize the clients is that we make sure that nobody steals the copper because you know that many people take the copper more and more. And here in Europe, we've seen this. And it's covered by the media, as you know, because each time, it has an impact on those who use these networks. And there are critical services as well. And for us, its capital investment that we have to make again in copper, even though we know we're going to decommission in the years to come.

Now the decommissioning of copper is organized within the framework of a program. That is we have different lots, different groups of local governments, more or less, or regions that cover 200,000 households. That's the first lot. And together with the elected representatives of the local governance for the lots we're working on today, the local representatives have a word to say on the program and the way we can run out the program.

Today, in these first local governments that we're going to work on, that is the ones that were decommissioned recently in January and the ones that will be decommissioned early in 2026 and '27, well, we need to get the agreement, the green lines from the local representatives. Well, we choose them on the basis of the fiber coverage we have. First, we target the areas where fiber is used, where clients use fiber. So little by little, we communicate. We communicate with our customers. And we will do this with our partners. That is the local governments and representatives in these regions that we call entrenched communes.

Now there are 2 important steps. First, we need to consider the commercial phaseout. That's step number one. We'll try and reach out to all the clients. We'll say, now you will no longer be able to go to a store to take an ADSL or a copper subscription. We'll communicate. And therefore, we'll give guidance to our customers for a total period of 1 year. They'll have 1 year to migrate, and then 12 months down the road, there's a technical phaseout, the shutdown. That's when we switch off.

It's very important to have this program. It's not our program. It's a country-level type of program you see because we need people to trust us. We're not the first operators to do this, but probably, we're one of the biggest country to move towards broadband or high speed given the coverage we have with fibers.

Now you talked about the Olympic Games and the first benefits, the fruit we reaped. Well, all of the sports event organizers have new standards. This Olympic Games experience that we've provided, that is to the media and the participants, is something that has been good for the teams who have been working for Los Angeles in 2028 or Nations Cup of 2026 or Football Cup 2030. All these teams and even the other upcoming Winter games, the Orange event teams will have to provide some new services that we're one of the very few operators that have this knowledge in terms of organizing the main sports events.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

If I may, I'd like to pick on that and say something about the share price. Now when we were privatized versus the share price today, we need to increase the numbers twofold. But as Christel said several times, what we need to do is make sure that we make a better use of our infrastructure and therefore to have some type of concentration at country level because today, we invest a lot to increase the volumes, the number of people on the network, but the price you pay is a lump sum regardless of the volumes that you use, more or less.

So we'll have to make sure that we move towards concentration in the years to come so that we can have a better return on investment on the basis of our infrastructure with more customers, which means that the competition authorities have to accept concentration on the markets. And we hope that this is going to be the case in the years to come.

Now we have perhaps 2 questions, question number 2 and number 1.

Unknown Shareholder  

And as introduced by [ Jean-Pierre Dumou ], an employee shareholder and I am a member of this group. I heard you talk about inclusion. And this reminds me that it would be very nice to see that you make a commitment towards the retired employees. We don't have a voting right.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

I fully, totally agree with you. But it's an agreement that goes back to a number of years. And as you know, to renegotiate these corporate agreements, I think it's fantastic. It's outrageous that retired employees cannot vote.

Unknown Attendee  

[ Michel Guinei ]. What I heard earlier, the states owns part of Orange. Someone referred to the 20% VAT. I know that you pay taxes like all companies. You're probably subjected to the exceptional contribution. My question is very straightforward. How much do you have to pay to the states?

Christel Heydemann   CEO & Executive Director

Well, the Chairman of the Audit Committee is working on it. This is something that comes back every year. Exceptional tax, I'm going to call the figures, but paying taxes on profits is something which is only logical. It makes sense. When we mentioned fiscal or taxes, we're referring to production taxes, and these are hundreds of billions of euros. In France, the IFER, I-F-E-R, as we invest more and more, we pay more taxes. And this is not linked to the profit level. As to the exceptional tax or higher taxes with EUR 100 million, Orange France, much lower than the production tax that we pay. But of course, it makes it even heavier. Number 5?

Unknown Attendee  

OCS, you have left it. I think the growth comes from growth in Africa, both in French and English-speaking Africa, different state authorities. How do you organize? Do you go through local actors? Or do you use Apple Pay, for instance, or similar apps? What about the future of the French market? Three operators might be the next step. It would be a treaty if we're to go back to 4 operators. So we have the issue of competition. Competition implies a state and the return of subscriber B2C and B2B. So on which part would be the most willing to go for without starting a war of operators that might lead to generating more cash for the group, which is something you seem to be willing?

Christel Heydemann   CEO & Executive Director

As to the payment in Africa, mobile payment by Orange Money because the solution that Jerome presented -- I mean the film we saw earlier is something that -- well, our customers don't have any bank account, don't have any credit card. So it's telephones or GSM telephone that they use. So it's really at the heart of the ecosystem of this country. So that what they use to pay their insurance premium. It's very specific to Africa.

Once again, in countries where the banking rate -- I mean the banks are not used by all clients, we're not the only ones to develop this. It's highly specific to Africa as a continent. In those countries, they use mobile. This payment -- means of payment play a key role in that part of the world. And we have the micro credit activities as well that we are pushing.

On your second question, which is the market consolidation in France, well, we are pushing growth in France in many different ways. You have your Orange Money. It's not double-digit growth. But if we grow in our reader services in France, switching from copper to fiber, 0.1 growth in France, the -- from 0 that is, cyber secure or cyber phone initiatives, the aim of which is to trigger growth or to generate more growth.

We're not in favor of consolidation. But in view of the fact that we are #1 in the French market, we can't steer it all. The question is what about the future of SFR, the market share? We would have a huge share of the sector if we combine SFR and Orange. Okay. We are trying to find perhaps new combinations just the way we were very active in the Spanish market.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

So Christel is leading the discussion, but nothing has been reported -- decided at the level of the Board. Number 6?

Unknown Shareholder  

[ Philippe Chaler ], individual shareholder. Mr. Chairman, I had a question which I hope you will find shocking -- as shocking as what they told me when I was welcomed. I showed my admission card. I gave the proxy written by my son. And the reply I got was that these days, you can't -- you really take a proxy. Why is this? Because that's what the general meeting wants. But you don't know why. How is it possible for changing something that has not taken place? How was it possible to refuse the right of a shareholder to vote? Especially, it's clearly explained on Page 5 of the brochure. We are all entitled to write a proxy -- or to use a proxy.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

It's a highly technical question. Do you have the answer to this? But I think we'll send you someone to make sure that we know what happened. Could you please go ahead and ask the gentleman who asked the question what happened with our -- we apologize. This should not have happened, of course. Well, the question is not that future oriented. Could we possibly have last -- one last question?

Unknown Attendee  

I have 2 questions. Number one, what do you expect to do in Africa? I suppose you have ambitions in Africa. And second, it's about financial communication, not so much the brand themselves but for the benefit of investors. Air Liquide had 40 people in charge of managing the communication with the shareholders. While at Orange, you're working very hard on it, but I think that there's probably a lack of communication. The team is formidable, outstanding. But perhaps we need a bit support to spread the good news because you are outstanding and a very few people are aware of it.

Christel Heydemann   CEO & Executive Director

Okay. Communication to shareholders. Of course, it's the widest meaning of a word, communication. Of course, we do have experts. I wouldn't call them undersized team, but we work hand in hand with the communication teams. And those of us working with business in countries, it's for us to make sure that everything that we do get better treaty in terms of communication. Sometimes, we organize a travel, also trips with the press so that they get a better idea of what we're doing there. So what's the best formula? Of course, there are not that many of us in the communication team, but what they do, they do it well.

So ambitions, our ambitions for the African continent, it's one of the mainstays of our policy. First of all, implement the plan. As you can see in the Lead the Future, growth drivers are pulled by geography, adoption of mobile data and this multi-service strategy, payments, energy, maybe farming, agriculture. So we have a Max it, which is our super app. We are going to go for growth.

At the same time, our strategy claims to be multi-area. No one does more than 15% of the turnover. It's a shared service strategy that encourages the synergies between countries, and no country has more than 15% of the business in that area, which is a good protection against different risks in terms of security, safety. And it makes for great resilience in that area.

Jacques Aschenbroich   Independent Non-Executive Chairman of Board

Thank you very much for your questions and the answer. I think we'll leave it at that, and we'll move on to the last part of the general meeting, the voting. And Nicolas Guerin has the floor.