2. Press Releases

Orange launches today a friendly tender offer on Business & Decision at a price of 7.93 euros per share, valid until 19 July

June 29, 2018

NOT FOR DISTRIBUTION IN THE UNITED STATES

Orange launches today a friendly tender offer on Business & Decision at a price of 7.93 euros per share, valid until 19 July

The friendly tender offer has been launched by Network Related Services, a wholly owned subsidiary of Orange, and targets all the shares of Business & Decision not held today directly or indirectly by Orange. On 26 June, the French Financial Markets Authority (AMF) gave its approval to the offer, which opens today and will close on 19 July, 2018.

This offer follows the acquisition on 5 June, 2018 of a 59.1% stake in Business & Decision from the Bensabat family (majority shareholders) at a price of 7.70 euros per share.

Prior to the launch of the offer, Orange owns directly or indirectly 62.7% of Business & Decision shares  and 59.8% of its voting rights. In addition, Orange has a call option on the remaining 4.88% stake held by the Bensabat family.

If, at the end of the offer, the minority shareholders hold no more than 5% of the capital or the voting rights of Business & Decision, Orange will request a squeeze-out at the tender offer price of 7.93 euros per share.

Detailed presentations of the offer are available in French in the Information Note published by Network Related Services on Orange’s website (www.orange.com) and in the Response Note published on Business & Decision’s website (https://fr.group.businessdecision.com). Both documents are also available on the AMF website (www.amf-france.org).

For Business & Decision, integrating the Orange Group will enable the teams and customers to benefit from the full range of Orange Business’s expertise as an operator and integrator in the areas of the Internet of Things, cloud computing, cyber security and applications as well as from the international scope of its commercial network, which works daily to accompany multinational customers around the globe. Based on an independent expert’s report, the Board of Directors of Business & Decision accepted on 5 June, 2018 that the price of 7.93 euros per share proposed by Network Related Services represented a fair value of the company and unanimously recommended to shareholders of Business & Decision to bring their shares to the offer initiated by Network Related Services.

Thierry Bonhomme, Chairman of the Board of Directors of Business & Decision