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Orange signs a joint agreement to acquire SFR, a decisive step that will reinforce its leadership in France (press release dated 6 June 2026)

Orange, alongside Bouygues Telecom and the Free–iliad Group (taken as a group, the “Consortium”), today announce the signing of a Memorandum of Understanding with Altice France for the acquisition of SFR¹, France's second-largest telecommunications operator.

This acquisition is in line with Orange's consolidation strategy in Europe and will enable the Group to reinforce its leadership position in the French market. Once completed, the operation will accelerate value creation for the Group's stakeholders and will strengthen its capacity to invest in digital infrastructure and services.

This transformational transaction would preserve a highly competitive ecosystem and reinforce the sector's long-term capacity to invest, innovate and anticipate major technological changes. By enabling each operator to scale up and boost their investment capabilities, this transaction is intended to support the development of more resilient, sovereign and high-performing digital and electronic communications services and infrastructure in France.

The Consortium is paying special attention to the social implications of this operation. The success of a project of this scale depends first and foremost on the women and men who know the networks, systems, customers and local areas. Migrating millions of subscribers, infrastructure and systems is a multi-year industrial program. Service continuity for subscribers depends directly on the skills of the SFR teams, and the Consortium will need their expertise to successfully complete this transformation under the best possible conditions. Furthermore, the Consortium will ensure employment for all the staff of the acquired scope until the beginning of 2029, either by allowing them to continue in their present position or providing them with a job opportunity. All three operators are committed to engaging in constructive dialogue with SFR's employee representative bodies.

A strategic transaction strengthening Orange in France

As part of this agreement, Orange's share of the total enterprise value (20.35 billion euros²) amounts to approximately 27%³, or 5.6 billion euros, subject to closing adjustments. These adjustments, which are contingent on SFR's financial performance up until the closing of the transaction, include:

A potential complementary price adjustment through an earn-out clause of up to approximately 0.2 billion euros for Orange,
A potential downward price adjustment and exit provisions under a safety clause, available to both Consortium members and Altice,
Customary adjustment mechanisms of net debt based on closing accounts,
Price adjustment mechanisms related to the seller's compliance with all relevant commitments (regulatory and investment) up until closing.

In the event of the agreement's termination before closing, break-up fees would be borne equally by the members of the Consortium including, under certain circumstances, in the event of a termination at the Seller's initiative. For Orange, such fees could range from approximately 0.03 billion euros up to, in case of signing, approximately 0.7 billion euros, depending on the initiating party, the timing and reasons for ending the agreement. The Consortium also benefits from the customary representations and warranties.

This transaction will enable Orange to acquire⁴ a significant portfolio of assets. These include:

Approximately 4 million mobile customers (an 18% increase in the customer base for Orange in France) and 1 million fixed broadband customers (an 8% increase in the customer base for Orange in France). These include a portion of SFR-branded convergent and non-convergent customers, the entirety of SFR's prepaid customers, as well as all customers of the Coriolis, Syma and Réglo brands. These customers represented approximately 1.7 billion euros in revenue in 2025 and 0.6 billion euros in EBITDAaL⁵,
An additional 47 MHz of spectrum (31% of SFR's portfolio), confirming Orange's position as France's leading operator in terms of spectrum portfolio, with a total of 221 MHz. This is a major asset that will enable the Group to continue to deploy its high-quality 5G network across the country.

A transaction creating sustainable value

The expected cost synergies for the acquired assets will exceed 0.5 billion euros per year on a run-rate basis from five years after closing. These synergies can be detailed as follows:

~60%: infrastructure and network optimisation,
~20%: efficiencies in IT and support functions,
~20%: optimisation of distribution assets.

These synergies are driven in particular by the migration of customers to a single infrastructure. They consist of 80% operating expense synergies and 20% capital expenditure synergies.
Estimated integration costs will be spread over a five-year period for a total of 1.3 billion euros.

Once the synergies have been achieved, EBITDAaL from the acquired assets would make a positive annual contribution of around 0.9 billion euros to Orange France's accounts.

The transaction will be financed through debt. The Group confirms its medium-term objective of maintaining around 2x IFRS leverage, as well as its capital allocation policy, with a progressive increase in the dividend towards a floor of 0.85 euros per share in 2028 (payable in 2029).

Next steps

A consultation period now opens with the relevant employee representative bodies in order to engage a responsible and constructive dialogue and to ensure a successful outcome for all parties.

The transaction remains subject to the approval of the competent regulatory authorities. Each party will promptly initiate the necessary processes with the relevant authorities.

The signing of the definitive legal documentation is expected in the second half of 2026. The completion of the transaction could take place in the second half of 2027 once the required approvals, including from competition authorities, have been obtained.

At this stage, there is no certainty that the transaction will be completed.

Christel Heydemann, Chief Executive Officer of Orange, said: “Today's strategic announcement marks a decisive step in our most important market. This agreement is set to reinforce Orange's leadership position in France and in Europe and will support the ambitions of our Trust the future plan. In an accelerating digital world, France needs operators capable of investing massively and sustainably in infrastructure and digital services.
For all customers who will join Orange, this means the promise of access to the best networks, best-in-class customer service, and innovative digital services designed to meet their everyday needs. This is an ambitious industrial project that we will carry out together with all our teams in France.”

The perimeter of the transaction corresponds to Altice France – SFR assets, with the exclusion of holdings in the companies ACS/Intelcia, XP Fibre, UltraEdge and Altice Technical Services so as the Altice France Group businesses in overseas departments and regions of France.
Including 0.1 billion euros payable by Orange upon the signature of the definitive legal documentation.
At closing, this percentage could vary depending on changes in the customer bases.
Based on data communicated by Altice for end 2025.
Based on the accounts communicated by Altice, before adjustments (including for non-recurring items).

Orange achieved very solid first-quarter growth with revenues +3.5% and EBITDAaL +6.6%

Financial information at 29 july 2025

Solid first-half results

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Commenting on these results, Christel Heydemann, Chief Executive Officer of the Orange group, said:

“The first quarter of 2026 marked the launch of our Trust the future plan and we are fully focused on its implementation. Our very solid first-quarter results demonstrate both the performance of our teams
and the relevance of our strategy.

We delivered a sustained commercial performance in Africa & Middle East, which remains the main contributor to our growth, as well as in France and Europe. In the current environment, Orange
remains strong and resilient, with limited exposure to the effects of the Middle East crisis.

Our ongoing progress in operational excellence and efficiency is reflected in EBITDAaL growth and allows us to upgrade our 2026 guidance.

The full takeover of MasOrange, whose closing is expected to occur by the end of the second quarter, will further strengthen the Group’s position at the heart of Europe’s telecom market.

Furthermore, we have announced along with Bouygues Telecom and Free-iliad Group that we have entered exclusive negotiations with the Altice France group for the acquisition of SFR. This is a decisive step, even though there is no certainty at this stage that an agreement will be reached.

Our thanks go to all of Orange’s employees for these important achievements in the first quarter." ”

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The Group delivered revenues of €10,095 million in the first quarter of 2026, up +3.5% year-on-year² driven by growth in retail services (+2.9%) and wholesale services (+6.1%). The latter are supported by an exceptional positive effect in France, including the receipt of a significant fiber co-financing, which was included in the Group's 2026 guidance announced in February. Excluding this exceptional contribution, the Group's revenue growth in the first quarter would have been approximately +2.5%.
Regarding operations, the Group's performance was mainly driven by double-digit growth in Africa & Middle East (+12.7%), as well as by growth in France (+2.3%) and in the Europe segments (+2.2%).
On the commercial front, the Group is consolidating its position as the convergence leader in Europe with 9.33 million customers, an increase of +1.9%² compared to the previous year.

The Group's EBITDAaL reached €2,601 million in the first quarter of 2026, up +6.6%, driven by a solid retail services performance, ongoing operational efficiency efforts, and an exceptional positive wholesale effect in France, excluding which, the Group's EBITDAaL growth would have been approximately +3.5%.

eCAPEX The Group's EBITDAaL reached €2,601 million in the first quarter of 2026, up +6.6%, driven by a solid retail services performance, ongoing operational efficiency efforts, and an exceptional positive wholesale effect in France, excluding which, the Group's EBITDAaL growth would have been approximately +3.5%.

Organic cash flow from telecom activities¹ reached 1,670 million euros at 30 June 2025, in line with the target of at least 3.6 billion euros by the end of 2025. The significant improvement in cash flow generation of 7.7% year on year (+119 million euros) is mainly due to the improvement in operating cash flow, driven by “EBITDAaL-eCAPEX” indicator growth and change in working capital.

Free cash flow all-in from telecom activities¹ was 1,086 million euros, down 13.5% year on year due to license payment phasing.

Net financial debt amounted to 23,294 million euros, an increase of 812 million euros compared to 31 December 2024, following in particular the purchase of subordinated notes. The ratio of net financial debt to EBITDAaL from telecom activities of 1.88x at 30 June 2025 is in line with the target of approximately 2x over the medium term. The liquidity position of telecom activities of 16,160 million euros is solid and the average cost of gross debt is 3.06%.

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Financial objectives

The Group's EBITDAaL reached €2,601 million in the first quarter of 2026, up +6.6%, driven by a solid retail services performance, ongoing operational efficiency efforts, and an exceptional positive wholesale effect in France, excluding which, the Group's EBITDAaL growth would have been approximately +3.5%.

EBITDAaL2 growth above +3% (previously around +3%)
eCAPEX / revenues ratio of approximately 15%
Organic cash flow reaching around €4 billion
Net debt/EBITDAaL ratio at around 2x in the medium term

The Group confirms these targets in the event of MasOrange re-consolidation⁴, with an accretive effect on organic cash flow generation and a temporary increase in the net debt/EBITDAaL ratio, while the medium-term objective remains unchanged.
In respect of the 2025 fiscal year, a dividend of €0.75 per share will be proposed at the 2026 Annual Shareholders’ Meeting, with a balance of €0.45 to be paid on June 15 (ex-dividend date June 11)
For the 2026 fiscal year, Orange has set a dividend floor of €0.79 per share, payable in 2027⁵.

Including positive non-recurring items in wholesale France of c.€100m in revenues and c.€75m in EBITDAaL. Excluding these items, the Group underlying growth would be c.+2.5% in revenues and c.+3.5% in EBITDAaL.
on a comparable basis
excluding MasOrange
subject to closing in the second quarter of the year 2026
subject to approval by the Annual Shareholders Meeting

Orange unveils “Trust the future”, a new strategic chapter built on trust to unlock growth

After successfully delivering all the ambitions of Lead the future 2023–2025, Orange opens a new chapter for the next 5 years.
Trust the future places trust as a key competitive advantage, at the heart of the Group's services and operating model, to reinforce its role as the trusted partner for always-available connectivity, broader digital services, and to unlock a new phase of growth.
The plan is structured around three ambitions to leverage its strong customer base — Customer intimacy, Innovative growth and Excellence at scale — and is underpinned by strong commitments to the people, society and the planet.
The expected full reconsolidation of MasOrange in H1 2026 is anticipated to significantly strengthen the Group's profile.
Group Organic Cash Flow is expected to grow double-digit and reach c.€5.2bn by 2028. The Group intends to maintain an attractive remuneration policy for its shareholders, with progressive dividend growth and a new floor set at €0.85 in 2028, while maintaining a solid balance sheet.

Sustainable value creation is the north star. Trust the future will drive profitable and sustainable growth, with an acceleration in cash flow generation compared to the Lead the future plan. The guidance for 2026 and 2028 is as follows:

“Trust the future, our new strategic plan, marks a key milestone for the Group,” said Christel Heydemann, Chief Executive Officer of Orange. “Lead the future 2023–2025 delivered on all its objectives: Orange is now simpler, stronger and more efficient, and our focus on value creation has reinforced our leadership in fast‑evolving telecoms and digital markets.

In a world where digital complexity and risks are rising, and where connectivity remains critical, trust is our competitive edge. With Trust the future, we will accelerate growth in profitable B2C services and trusted solutions for enterprises — guided by strong ambitions in Customer intimacy, Innovative growth and Excellence at scale. Leveraging all levers in our hands, with disciplined investment, efficiency powered by AI and the commitment of our teams, the plan will generate superior cash flow and EPS growth.

In France, in a market which remains competitive, we are shifting to a full fibre network with the implementation of our copper decommissioning industrial project while stepping up our efficiency efforts.

The reconsolidation of MasOrange will create a step change and further strengthen our group profile.

Our direction is clear: to be, and remain, the trusted partner for everyday digital life – serving individuals, organizations and communities – by providing always available connectivity and beyond that, innovative digital services.”

Trust the future, three ambitions in action

In a world where digital complexity and risks are rising, expectations for quality of service, security and simplicity are rising fast, while AI is reshaping every industry. In this context, trust is becoming a decisive choice criterion. Trust the future makes that advantage concrete — through reliable networks, embedded cybersecurity, responsible data and AI practices, and seamless user experiences.

Trust is the foundation upon which the Group will build its future.

This strategy will be deployed around three key strategic ambitions: customer intimacy, innovative growth and excellence at scale.

1 – The first ambition is Customer intimacy,

Moving from best-in-class experience to deeper, more personal, more predictive relationships. The Group will better leverage its two strong assets: its 340⁴ million customer base and its powerful brand to grow its customer base, reduce churn and enhance loyalty. This will enable the Group:

To continue to grow its customer base — particularly in Africa and Middle East (where demographics and the adoption of smartphones, data and fixed broadband continue to
rise) and in underpenetrated segments in European countries (by accelerating convergence and FTTH). By 2028, Orange aims to add around 40 million additional fixed and mobile customers.
Inspire loyalty and reduce churn thanks to leading NPS and refreshed loyalty programs. Orange aims to improve churn rates by up to 3 points in European countries.
Augment relevant customer interactions with digital, through next-gen apps, AI digital assistants and marketplaces to foster smart cross-sell and enhance Customer Value Management.

2 – The second ambition is to expand through Innovative growth.

In all markets, Orange will scale fast growing services beyond connectivity. The Group will invest in profitable, fast-growing retail and business services to deliver €1bn in additional revenues by 2028 (vs 2025) on those services that split as follows.

The Group will scale B2C services beyond connectivity where it has experience and already a positive track record: cybersecurity, home security, Orange travel, international
money transfers in Europe (including France and Spain), Mobile Money and Max it in Africa and Middle East. The Group aims to generate an additional €500m of revenue on a
portfolio of double-digit growth services by 2028.
Orange Business and Orange Cyberdefense will build on their leadership in cyberdefence, grow trusted cloud solutions and trusted AI services, and invest in specific verticals such as defense and health. The Group aims to generate an additional €500m of revenue on trusted B2B services by 2028; and Orange Cyberdefense has an objective to reach €2bn in revenue by 2030.

Orange, contrary to some peers, has retained control of most of its infrastructure; the Group will continue to manage its unique infrastructure assets to create value and develop the wholesale monetization of these assets.

3 - Third ambition is to deliver Excellence at scale leveraging Group scale for technological leadership and efficiency.

Orange’s multi-local model is a unique strength — the reach of a global group and the agility of teams that are deeply rooted in their countries.

Orange is leading with next-generation networks — fiber, 4G, 5G — and will keep modernizing by decommissioning 2G, 3G and copper in Europe, while enhancing efficiency through AI and resilience with complementary solutions such as satellite.
Orange will make its innovation capabilities and pooled expertise available across the Group, with shared platforms that accelerate time-to-market for digital services; It will
step up mutualized operational efficiency, for instance in procurement with €1bn in expected savings.
The Group will further expand AI deployment in every part of its daily operations, enhancing its use in four areas: customer experience, to develop highly-personalized interactions with a target of moving towards 100% of customer interactions augmented by AI; network management, covering multiple use-cases including, for example, the use of tools to decrease network downtime; internal processes, to improve operating efficiency; and in opening up new revenue opportunities, such as customer value management (CVM) and B2B LLM solutions. By 2028, Orange aims to achieve €600m in value⁵ generated from AI and an eCAPEX/sales ratio of around 14%.

Trust the future will be translated into concrete financial outcomes in the Group divisions

In France, in a mature market, Trust the future will aim to deliver stable retail services excl. PSTN over the next three years. The Group is implementing an ambitious efficiency plan to offset the decline of copper-related revenues amounting to €800 million euros. This will lead to “stable plus” EBITDAaL CAGR over 2025-2028. The combination of a “stable plus” EBITDAaL over the period, and a reduction in eCAPEX of over 300m€, will fuel a solid growth in “EBITDAaL – eCAPEX”. The Group expects Operating Cash Flow to grow by above +3% CAGR 2025-28.

In Africa and Middle East, the Group anticipates an average high single-digit revenue growth over the next three years (CAGR 2025-28). This growth is expected to be reflected in EBITDAaL, which will also grow at a high single-digit rate. The combination of high-growth EBITDAaL and a stable eCAPEX/sales ratio will enable the Africa and Middle East division to achieve high singledigit growth in Operating cash flow (CAGR 2025-28).

In Europe, Orange is expecting low single-digit growth in service revenues and low-to-mid-single digit EBITDAaL growth. Meanwhile, eCAPEX / sales is projected to decline to 14% thanks to strict CAPEX discipline. As a result, Operating Cash Flow is expected to reach a high single-digit CAGR 2025-28.

At Orange Business, continued portfolio alignment to trusted solutions and efficiency gains are expected to improve continuously the EBITDAaL year-on-year trend toward stabilization, while Orange Cyberdefense—reported within the segment—intends to build on its momentum with a 2030 revenue objective of €2bn.

For MasOrange, the Group anticipates low to mid-single-digit revenue growth, and low singledigit EBITDAaL growth, which, combined with the eCAPEX/-sales ratio at c. 12%, will lead to a mid to high single-digit CAGR 2025-28 growth of the Operating cash flow. With over €350m of synergies already achieved, the synergy target is confirmed to at least €500m. Full reconsolidation expected in H1 2026 will strengthen the Group’s profile and cash generation.

Sustainable value creation is the north star

The Group’s strategic ambitions - Customer intimacy, Innovative growth and Excellence at scale - will fuel topline growth and drive EBITDAaL-eCapex growth. The Group is expecting a +2-point improvement in Operating cash flow margin between 2025 and 2028.

The full reconsolidation of MasOrange, expected in H1 2026, will bring a significant step-up to cash generation. Organic cash flow is expected to grow double-digit and reach c.€5.2bn by 2028, while Free cash flow all-in growth will outpace Organic cash flow growth.

The Group is introducing a new value-creation metric, the adjusted Earnings Per Share, which is expected to grow at c.10% CAGR 2025-28.

Group Capital allocation policy will be driven by sustainable value creation.

eCAPEX to sale ratio will decrease toward c.14% by 2028.

Attractive shareholder return remains a priority. The dividend for 2026⁶ will increase again to 0.79€ per share (payable in 2027), with a new floor at 0.85€ for 2028, while the Group will preserve a solid balance sheet, with a progressive deleveraging towards its mid-term objective of c. 2x net debt/EBITDAaL by end 2028 (excluding any impact from a potential transaction in France).

In terms of M&A, the priority will be in-market consolidation—especially the optionality in France—and selective bolt-on M&A, notably in cybersecurity and in Africa Middle East.

Commitment to people, society and the planet is the bedrock of the Group’s strategy.

Concerning people, Orange will continue to invest in skills, employability and leadership so that teams can adapt and lead in a fast-moving environment. Engagement remains strong, with 81% of employees being proud to work for Orange (Annual Engagement Survey, January 2026).

For society, the Group will extend digital trust to all by targeting the availability of tieredprotection offers—B2C/B2B cybersecurity and dedicated solutions for young people—in 100%
of countries by 2030, and by providing free training in digital uses to 6 million people by 2030 vs 2021, notably through its Orange Digital Centers.

For the Planet, Orange reiterates its environmental trajectory: a 45% reduction in greenhouse gas emissions on all scopes by 2030 vs. 2020, and Net Zero Carbon by 2040, driven by energy efficiency, decarbonization, circular economy initiatives and country-specific adaptation plan to address more extreme weather events.

Year on year on a comparable basis
Subject to closing in 2026
Compounded Annual Growth Rate
Including MasOrange and FiberCos
vs >€300m achieved in 2025, value = revenue preserved or uplift, Opex & eCapex gross savings based on identified use cases
Subject to shareholder’s approval

Do you have any questions?

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