Core Points - The signing of a Pledge Agreement and a Letter of Consent and Release with Enodia is part of the demerger process of VOO, which involves the acquisition of VOO SA by Orange Belgium SA/NV [1][3] - The Pledge Agreement will secure amounts owed by VOO to Enodia under a Service Agreement, with a maximum amount of EUR 250,000,000 [2][6] - The Demerger is contingent upon the termination and replacement of the existing Mandate with the Pledge Agreement [5] Group 1: Pledge Agreement and Service Agreement - VOO has authorized Enodia to create a first-rank pledge over its business as security for amounts owed under the Service Agreement [2] - The Pledge Agreement will cover trade receivables and bank accounts of the Company for the benefit of Enodia [3][4] - The Pledge Agreement will last for the same duration as the Service Agreement and may be readjusted every five years based on the diminishing amount owed [6] Group 2: Corporate Governance and Compliance - Enodia is considered a "related party" to the Company, necessitating compliance with Article 7:97 of the Belgian Code of Companies and Associations [7] - An ad hoc committee of independent directors was established to assess the signing of the Pledge Agreement and the Letter of Consent and Release [9] - The board of directors approved the signing based on the committee's conclusion that the transaction is not unfair to the Company [10] Group 3: Financial Overview of Orange Belgium - As of June 30, 2025, Orange Belgium reported revenues of EUR 962.7 million, with 3.5 million mobile customers and over 1 million fixed broadband customers [12] - Orange Belgium operates both fixed and mobile networks, providing a range of connectivity services and convergent offerings [12] - The Company is a subsidiary of the Orange Group, which serves 300 million customers worldwide [13]

Core Points - Orange Belgium has announced a new Management Services Agreement (MSA) with Orange SA to replace the previous Strategic Partnership Agreement (SPA) that expired on December 31, 2024 [1][2] - The new MSA will involve a management fee structure based on a ratio of Orange SA costs multiplied by Orange Belgium's annual external turnover, excluding taxes [2] - The total service fee charged by Orange SA to Orange Belgium will not exceed EUR 15.4 million per annum for a duration of three years [3] - An independent committee assessed the arm's length nature of the new management fee structure and concluded that it does not disadvantage the company [4] - The company's auditor confirmed the accuracy and sufficiency of the financial data related to the proposed transaction [5] Company Overview - Orange Belgium is a major telecommunications operator in Belgium, with revenues of EUR 1,993.7 million, 3.5 million mobile customers, and over 1 million fixed broadband customers as of December 31, 2024 [6] - The company offers both residential and business customers fixed and mobile connectivity services, as well as convergent offerings including internet, telephony, and television [6] - Orange Belgium is a subsidiary of the Orange Group, which operates in 26 countries and serves a total customer base of 291 million worldwide as of December 31, 2024 [7] - The company is listed on the Brussels Stock Exchange [8]