Orange (ORA) AGM 2026 summary

Opening remarks and agenda

• The AGM was scheduled for May 19, 2026, with draft resolutions approved by the Board on February 18, 2026, and final resolutions to be decided after shareholder submissions close on March 19, 2026.

• The meeting opened with a welcome to shareholders and acknowledgment of 68 written questions submitted in advance, with answers available online.

• Legal formalities were confirmed, including quorum (82.66%) and publication of meeting notices.

• Election of presiding officers included representation from major shareholders and employee stock ownership.

• Agenda includes approval of financial statements, allocation of income (dividend), related-party transactions, director appointments, say-on-pay votes, share buyback, by-law changes, LTIP performance shares, employee share issuance, and capital reduction.

Financial performance review

• All 2025 strategic and financial targets were met, with EBITDA up 3.8% to EUR 12.5 billion and revenue at EUR 40.4 billion (+0.9%).

• Africa and Middle East drove growth (+12% revenue), now over 20% of group revenue; Europe also grew, while France saw a slight decline due to copper-to-fiber transition.

• Net income was EUR 1.1 billion, down from 2024 due to non-recurring items, but adjusted net income reached EUR 3.1 billion.

• Organic cash flow from telecom operations rose to EUR 3.7 billion (+8.3%), with net financial debt stable at EUR 22.5 billion.

• Approval of 2024 financial statements and allocation of a €0.75 per share dividend, with €0.30 paid as interim in December 2025 and €0.45 due after the AGM in June 2026.

Board and executive committee updates

• Board met 11 times in 2025, with high attendance (96.3–96.4%) and active committee work, including ad hoc committees for Spain, France, and Chairman succession.

• Succession planning led to the appointment of Frédéric Sanchez as new Chairman, with Jacques Aschenbroich’s term ending and proposed for renewal.

• Board composition adjusted for gender diversity and employee representation, with 14 members (5 women, 9 men), 7 independent directors, 3 French State reps, 3 employee reps, and 1 employee shareholder rep (vacant).

• Board and committee evaluations highlighted quality debates, transparency, and progress since 2022.

• By-law changes proposed to align with gender diversity requirements and update communication procedures.