Bond ORANGIS 3.25% ( FR0013396538 ) in GBP

ORANGIS

100 % ⇌

France

FR0013396538 ( in GBP )

3.25% per year ( payment 1 time a year)

15/01/2032

Prospectus brochure of the bond ORANGE FR0013396538 en GBP 3.25%, maturity 15/01/2032

100 000 GBP

750 000 000 GBP

15/01/2027 ( In 286 days )

Orange S.A. is a multinational telecommunications corporation headquartered in Paris, France, offering mobile and broadband services across several countries.

The Bond issued by ORANGIS ( France ) , in GBP, with the ISIN code FR0013396538, pays a coupon of 3.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/01/2032

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturers' product approval process, the target market
assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines
published by European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each
as defined in Directive 2014/65/EU, as amended ("MiFID II") and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC, as amended (the "Prospectus Directive"). Consequently, no key information document required
by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation"), for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
Final Terms dated 11 January 2019

ORANGE
EUR 30,000,000,000
Euro Medium Term Note Programme
SERIES NO: 151
TRANCHE NO: 1

GBP 750,000,000 3.250 per cent. Notes due January 2032
BNP PARIBAS
HSBC
as Global Coordinators

BARCLAYS
BNP PARIBAS
CITIGROUP
COMMERZBANK AKTIENGESELLSCHAFT
CREDIT SUISSE
HSBC
J.P. MORGAN
MORGAN STANLEY
NATIXIS
as Joint Bookrunners

WS0101.28511528.1

PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 26 June 2018 which received visa n°18-263 from the Autorité des marchés financiers
("AMF") in France on 26 June 2018 and the first supplement to the Base Prospectus dated 31 July 2018 which
received visa n°18-343 from the AMF on 31 July 2018 which together constitute a prospectus for the purposes
of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This document constitutes the Final Terms
of the Notes described herein for the purposes of article 5.4 of the Prospectus Directive and must be read in
conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the
Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so
supplemented. The Base Prospectus and the supplement to the Base Prospectus are available for viewing at the
office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF (www.amf-
france.org) and (b) Orange (www.orange.com) and copies may be obtained from Orange, 78-84 rue Olivier de
Serres, 75015 Paris.
1.
(i)
Issuer:
Orange
2.
(i)
Series Number:
151

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
Sterling ("£" or "GBP")
4.
Aggregate Nominal Amount:

(i)
Series:
£750,000,000

(ii)
Tranche:
£750,000,000
5.
(i)
Issue Price:
99.428 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination(s):
£100,000
7.
(i)
Issue Date:
15 January 2019

(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
15 January 2032
9.
Interest Basis:
3.250 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest Basis:
Not Applicable
12. Put/Call Option:
Make Whole Redemption
Pre-Maturity Call Option

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Clean-up Call Option
13. (i)
Status of the Notes:
Unsubordinated Notes

(ii)
Dates of corporate authorisations for
issuance of the Notes:
Decision of the Board of Directors of the Issuer
dated 24 October 2018 and decision of the Chief
Executive Officer Delegate, Finance, Performance &
Europe of the Issuer dated 9 January 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
3.250 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
15 January in each year commencing on 15 January
2020.

(iii)
Fixed Coupon Amount:
£3,250
per
Note of £100,000
Specified
Denomination

(iv)
Broken Amount:
Not Applicable

(v)
Day Count Fraction:
Actual/Actual ICMA

(vi)
Determination Date(s):
15 January in each year

(vii)
Business Centre:
TARGET 2, Paris and London

(viii)
Party responsible for calculating Interest
Amounts (if not the Calculation Agent):
Not Applicable
15. Floating Rate Note Provisions
Not Applicable
16. Zero Coupon Note Provisions
Not Applicable
17. Fixed/Floating Rate Notes Provisions
Not Applicable
18. Inflation Linked Notes Provisions relating to CPI,
HICP or US CPI Linked Interest1
Not Applicable
19. Call Option
Not Applicable
20. Make-Whole Redemption (Condition 7.2.2 )
Applicable

(i)
Notice period:
As per Condition 7.2.2 (Make-Whole Redemption)

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(ii)
Parties to be notified (if other than set out in
Condition 7.2.2):
As per Condition 7.2.2 (Make-Whole Redemption)

(iii)
Make Whole Redemption Margin:
0.300 per cent.

(iv)
Make Whole Redemption Rate:
Means the average of the four (4) quotations given
by the Reference Banks of the mid-market annual
yield to maturity of the British government bond Gilt
on the fourth business day in Paris preceding the
make whole redemption date at 11.00 a.m. (Central
European time ("CET")). If the Gilt is no longer
outstanding, a Similar Security will be chosen by the
Calculation Agent in its reasonable judgement, at
11.00 a.m. CET on the fourth business day in Paris
preceding the make whole redemption date, quoted
in writing by the Calculation Agent to the Issuer.
The Make Whole Redemption Rate will be notified
by the Issuer in accordance with Condition 15
(Notices).
"Calculation Agent" means Société Générale.
"Gilt" means the British government bond 41/4 per
cent. per annum due 7 June 2032, with ISIN
GB0004893086.
"Reference Banks" means the Joint Bookrunners or
each of the four banks (that may include any of the
Joint Bookrunners) selected by the Calculation
Agent which are primary European government
security dealers, and their respective successors, or
market makers in pricing corporate bond issues.
"Similar Security" means a reference bond or
reference bonds issued by the British Government
(Gilt) having an actual or interpolated maturity
comparable with the remaining term of the Notes
that would be used, at the time of selection and in
accordance with customary financial practice, in
pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the
Notes.
21. Pre-Maturity Call Option (Condition 7.2.3)
Applicable
(i)
Initial Pre-Maturity Call Option Date:
15 October 2031
(ii)
Notice period:
At any time from 15 October 2031, subject to the
provision of notice to the Noteholders and Paying
Agent in accordance with Condition 7.2.3 (Pre-
Maturity Call)

22. Clean-up Call Option (Condition 7.2.4)
Applicable

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(i)
Early Redemption Amount:
£100,000 per Note of £100,000 Specified
Denomination
23. Put Option
Not Applicable
24. Final Redemption Amount of each Note
£100,000 per Note of £100,000 Specified
Denomination
25. Inflation Linked Notes Provisions relating to the
Final Redemption Amount:
Not Applicable
26. Early Redemption Amount

(i)
Early Redemption Amount(s) of each Note
payable on redemption for taxation reasons
or an event of default:
At par as per Conditions 7.6 (Redemption for
taxation reasons) and Condition 10 (Events of
Default)

(ii)
Early Redemption Amount(s) of each Note
payable on redemption for illegality
reasons:
Yes

(iii)
Unmatured Coupons to become void upon
early redemption (Bearer Notes only):
Not Applicable
27. Inflation Linked Notes Provisions relating to the
Early Redemption Amount:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28. Form of Notes:
Dematerialised Notes

(i)
Form of Dematerialised Notes:
Dematerialised Bearer Notes (au porteur)

(ii)
Registration Agent:
Not Applicable

(iii)
Temporary Global Certificate:
Not Applicable

(iv)
Materialised Note Agent:
Not Applicable

(v)
Applicable TEFRA exemption:
Not Applicable
29. Identification information of Noteholders as
provided by Condition 2.1:
Applicable
30. Financial Centre(s) relating to payment dates:
TARGET 2, Paris and London
31. Talons for future Coupons to be attached to
Definitive Notes (and dates on which such Talons
mature):
No
32. Redenomination, renominalisation and

reconventioning provisions:
Not Applicable

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33. Consolidation provisions:
Not Applicable
34. Masse:
Name, address and electronic mail of the
Representative:
Aether Financial Services S.A.R.L
36 rue de Monceau
75008 Paris
France
[email protected]
The Representative will receive a remuneration of
EUR 400 (excluding taxes)
35. Prohibition of Sales to EEA Retail Investors:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading on Euronext Paris the
Notes described herein pursuant to the EUR 30,000,000,000 Euro Medium Term Note Programme of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Orange:

Duly represented by Jérôme Berger, Group Treasurer

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PART B
OTHER INFORMATION
1.
Listing

(i)
Listing and admission to
trading:
Application has been made by the Issuer (or on its behalf) for
the Notes to be listed and admitted to trading on Euronext Paris
with effect from the Issue Date.

Regulated Markets or

equivalent markets on

which, to the knowledge of
the Issuer, securities of the
same class of the Notes to be
admitted to trading are
already admitted to trading:
Not Applicable

(ii)
Estimate of total expenses
related to admission to
trading:
14,450 (including AMF fees)
2.
Ratings

The Notes to be issued are expected to be rated:
S&P: BBB+ (stable)
Moody's: Baa1 (stable)
Fitch: BBB+ (stable)

Each of S&P Global Ratings Europe Limited ("S&P"), Moody's Investors Services Ltd ("Moody's")
and Fitch Ratings Ltd. ("Fitch") is established in the European Union and registered under Regulation
(EC) No 1060/2009, as amended (the "CRA Regulation"). As such, each of S&P and Moody's is
included in the list of credit rating agencies published on the European Securities and Markets
Authority's website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).
3.
Interests of natural and legal persons involved in the Issue offer
Save for any fees payable to the Joint Bookrunners, so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer. The Joint Bookrunners and their affiliates
have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and any of their affiliates in the
ordinary course of the business for which they may receive fees.
4.
Yield

Indication of yield:
3.278 per cent.

The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.

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5.
Operational Information

ISIN Code:
FR0013396538

Common Code:
193531091

Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes

(ii)
Common depositary for
Euroclear and Clearstream:
No

Any clearing system(s) other than
Euroclear and Clearstream and the
relevant identification number(s):

Not Applicable

Delivery:
Delivery against payment

Names and addresses of initial Paying
Agents:
SOCIÉTÉ GÉNÉRALE
32 rue du Champ de Tir
CS 30812
44308 NANTES Cedex 3
France

Names and addresses of additional
Paying Agents (if any):
Not Applicable

The aggregate principal amount of
Notes issued has been converted into
Euro at the rate of 0.035 producing a
sum of:
830,000,105
6.
Distribution

(i)
Method of distribution
Syndicated

(ii)
If syndicated, names of
Managers:
BNP Paribas
HSBC Bank plc (as "Global Coordinators")

Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Credit Suisse Securities (Europe) Limited
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Natixis (as "Joint Bookrunners")

(iii)
Stabilising Manager(s)

(including addresses) (if
Not Applicable

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any):

Non-exempt Offer:
Not Applicable
7.
Other Markets

All Regulated markets or equivalent
markets on which, to the knowledge
of the issuer, securities of the same
class of the securities to be offered or
admitted to trading are already
admitted to trading:
None

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