PROXY ORANGE BELGIUM PUBLIC LIMITED LIABILITY COMPANY
AVENUE DU BOURGET 3 / BOURGETLAAN 3 - 1140 BRUSSELS VAT BE 0456.810.810 RLE BRUSSELS - FRENCH DIVISION
(the "Company")
The undersigned (surname, name / company name) :
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.......................................................................................................................................... Domicile / company address : .........................................................................................
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Holder of (dematerialised / registered1) shares of the company Orange
Belgium SA on the Record date (Wednesday 22 April 2026 at 24 hours - Belgian time), Hereby appoints as special representative, with the right of substitution (surname, name
/ company name):
.......................................................................................................................................... Domicile / company address : .........................................................................................
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To represent him/her at the ordinary general meeting of shareholders of the company Orange Belgium SA, which will be held on Wednesday 6 May 2026 at 11.00 hours at Evere (1140 Brussels), Avenue du Bourget 3.
1 Cross out what is not applicable
- Presentation and discussion of the board of directors' management report on the Company's annual accounts for the financial year ended 31 December 2025.
- Presentation and discussion of the statutory auditor's report on the Company's said annual accounts.
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Approval of the remuneration report for the financial year ended 31 December 2025. Proposed resolution No. 1:
The general meeting approves the remuneration report for the financial year ended 31 December 2025.
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Approval of the remuneration policy. Proposed resolution No. 2 :
The general meeting approves the remuneration policy established pursuant to article 7:89/1 of the Code on Companies and Associations.
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Approval of the Company's annual accounts for the financial year ended 31 December 2025 and appropriation of the result. Presentation of the annual consolidated accounts as at the same date.
Proposed resolution No. 3 :
The general meeting approves the Company's annual accounts for the financial year ended 31 December 2025, including the appropriation of the result as proposed.
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Discharge of the directors. Proposed resolution No. 4 :
The general meeting grants the directors discharge for the performance of their mandate up to and including 31 December 2025, or if their term of office ended during 2025, until the date on which their term of office ended.
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Discharge of the statutory auditor. Proposed resolution No. 5 :
The general meeting grants the statutory auditor discharge for the performance of its mandate up to and including 31 December 2025.
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Statutory auditor: End of mandate - Renewal. Proposed resolution No. 6 :
The general meeting takes notice of the fact that the mandate of the statutory auditor of the Company ends immediately after this general meeting. On the recommendation of the audit committee and on the proposal of the board of directors, made on the basis of a presentation by the works council, the general meeting has decided to renew the mandate of the statutory auditor, the company Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL, having its registered office at Gateway Building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered with the Crossroads Bank for Enterprises (RPM Brussels, Dutch-speaking division) under number 0429.053.863, represented by Nico Houthaeve, for a 3-year period, to execute the audit for the financial years ending on 31 December 2026, 2027 and 2028.
The annual fees of the statutory auditor amount to (i) EUR 577,500 for the financial year ending on 31 December 2026, (ii) EUR 564,000 for the financial year ending on 31 December 2027 and (iii) EUR 532,800 for the financial year ending on 31 December 2028. These fees do not include the contribution to the 'Institut des Réviseurs d'Entreprises / Instituut van de Bedrijfs-revisoren' (1.3% of the fees plus a fixed contribution per mandate of EUR 40), nor VAT.
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Assurance on sustainability report: Appointment auditor. Proposed resolution No. 7 :
In accordance with the recommendation of the audit committee and the proposal of the board of directors, made on the basis of a presentation by the works council, the general meeting resolves to appoint the Company's statutory auditor, Deloitte Bedrijfsrevisoren BV/SRL, having its registered office at Gateway Building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered with the Crossroads Bank for Enterprises (RPM Brussels, Dutch-speaking division) under number 0429.053.863, represented by Nico Houthaeve, with the task of providing
UNOFFICIAL TRANSLATION'limited assurance' on the Company's consolidated sustainability information, in accordance with the Law of 2 December 2024 on the publication of sustainability information by certain companies and groups, on the assurance of sustainability information and on miscellaneous provisions, for a 3-year period, i.e. for the financial years ending on 31 December 2026, 2027 and 2028, corresponding to the statutory auditor's term of mandate, in application of article 42 of the relevant legislation.
Not to be used
The general meeting specifies that the decision to entrust the statutory auditor with this 'lim-ited assurance' assignment, as well as the decision regarding the duration of this assignment, shall remain valid only until the entry into force of new Belgian legislation that would exempt the Company from this obligation, in its capacity as a listed subsidiary company whose sustainability information is included in a consolidated report of a parent company. From the entry into force of this new legislation, the general meeting decides that the Company will apply this exemption and that the statutory auditor's 'limited assurance' assignment will end for all financial years for which the Company meets all the conditions to benefit from this exemption.
The general meeting decides to set the annual remuneration for the "limited assurance" assignment at EUR 62,300 (exluding the contribution to the 'Institut des Réviseurs d'Entre-prises / Instituut voor de Bedrijfsrevisoren' and VAT) for the financial year ending on 31 December 2026.
- Powers.
The general meeting grants full powers to B-DOCS SRL having its registered office at rue du Taciturne 27, 1000 Brussels, represented by Ms. Hanane Mejdoubi and/or Ms. Carmen The-unis as well as to its respective employees, servants and agents, with right of substitution, to fulfil all required and/or necessary actions, procedures and/or formalities with the legal entities register, the clerk of the Enterprise Court, an enterprise counter ("Guichet d'entreprise"), the Belgian Official Journal and/or the Crossroads Bank for Enterprises, to ensure (i) the necessary filings, (ii) the publication in the Annexes to the Belgian Official Journal and, (iii) the recording/ modification of the data in the Crossroads Bank for Enterprises.
Voting instructions :Proposed resolution No. 1 | for | against | abstain |
Proposed resolution No. 2 | for | against | abstain |
Proposed resolution No. 3 | for | against | abstain |
Proposed resolution No. 4 | for | against | abstain |
Proposed resolution No. 5 | for | against | abstain |
Proposed resolution No. 6 | for | against | abstain |
Proposed resolution No. 7 | for | against | abstain |
Proposed resolution No. 8 | for | against | abstain |
the representative will vote for the proposed resolution; OR
in case the undersigned crossed out the above-mentioned option (a), the representative shall vote in the best interest of the undersigned.
However, should there exist a possible conflict of interests between the representative and the shareholder as per article 7:143 § 4 of the Belgian Code on Companies and Associations, the representative will only be allowed to vote on the items included in the agenda for which he has received clear and specific voting instructions2. Please note that a proxy that would not include the name of the special representative will be treated as equivalent to this hypothesis of conflict of interests.
The representative may also, by virtue of this proxy, represent the undersigned at all subsequent general meetings that are held with the same agenda by reason of postponement of the latter.
For these purposes, the representative has the power to execute and sign all deeds, documents and minutes, to elect domicile, to have himself/herself substituted and, in general, to do what is necessary or useful to execute this mandate, with the promise of ratification on behalf of the undersigned.
The present proxy must reach the Company at the latest on Thursday 30 April 2026 at
16.00 hours by e-mail (anske.deporre@orange.com) or by postal services (at the registered office of the Company - to the attention of Mrs Anske De Porre).
New draft resolution for an item included on the agenda
In case the present proxy is notified to the Company before the publication of the revised agenda in accordance with article 7:130 of the Belgian Code on Companies and Associations, it will remain valid for those items included on the agenda which are covered by the proxy. As an exception to this rule, the proxy holder may, with respect to the agenda items for which in accordance with article 7:130 of the Belgian Code on Companies and Associations new draft resolutions are submitted, deviate during the meeting from the instructions of the shareholder, if carrying out the instructions could prejudice the interests of the shareholder. The proxy holder must in any case inform the shareholder hereof.
Newly-added items on the agenda
In the event that new items are added to the agenda in accordance with article 7:130 of the Belgian Code on Companies and Associations, the proxy holder (please select box):
is entitled to vote on the newly-added items on the agenda;should abstain from voting on these new agenda items.
If no selection is made, the representative will not cast a vote on these newly-added items.
In any case, the representative referred to in Article 7:143 § 4 of the Belgian Code on Companies and Associations (conflict of interests) who did not receive clear and specific voting instructions on a new item added or to be added on the agenda or on a new draft resolution, will not cast a vote for this newly-added item or new draft resolution.
Done in ................................................ on 2026 (*)
Signature : .......................................................................................................................
(*) Please have your signature preceded by the handwritten wording "Good for proxy"
2 A conflict of interest within the meaning of article 7:143 § 4 of the Belgian Code on Companies and Associations may in particular arise where the proxy holder: 1° is the Company itself or an entity controlled by the Company, a controlling shareholder of the Company or is another entity controlled by such shareholder; 2° is a member of a governing body of the Company, or of a controlling shareholder or controlled entity referred to in 1°;
3° is an employee or an auditor of the Company, or of a controlling shareholder or controlled entity referred to in 1°;
4° has a family relationship with a natural person referred to in 1° to 3°, or is the spouse or the legal cohabitant of such person or of a relative of such person.
