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Annual
Report
Orange
Belgium
2022
Orange Belgium
Orange Belgium is one of the major
telecommunication operators on the Belgian
market, with over 3 million customers, and
in Luxembourg, via its subsidiary Orange
Communications Luxembourg.
As a convergent player, it provides next
generation connectivity services to residential
and business customers through multi-gigabits
mobile, cable, and optic fiber networks, also
relating to the Internet of Things (IoT). Its high-
performance mobile network is equipped
with the latest technologies and benefits from
continuous investments. As a responsible
operator, Orange Belgium is also investing to
reduce its ecological footprint and promote
sustainable and inclusive digital practices.
Orange Belgium is a subsidiary of the Orange
Group, one of the main operators in Europe and
Africa for mobile telephony and internet access
and a world leader in telecommunication services
for companies.
Orange Belgium is listed on the Brussels Stock
Exchange (OBEL).
443,000
Cable customers
(+12.4% yoy)
+49,000
Net adds
Cable customers
+69,000
Net adds
Mobile contract excl. M2M
2.8
million
Mobile contract excl. M2M
(+2.5% yoy)
Key figures
2022
Operational
373.3
million €
EBITDAaL (+5.9% yoy)
220.0
million €
eCapex (excluding licence fees)
(+7.8% yoy)
1,391.2
million €
Revenues
(+2.0% yoy)
1,009.5
million €
Retail service revenues
(+6.8% yoy)
Financial
Contents
02 --- Highlights 2022
03 --- Chairman’s letter
04 --- Strategic report
06 -------#TheFutureIsOursToMake
Orange Ahead
10 ------- Market context
14 ------- Meaningful brands, today and tomorrow
18 ------- Next-generation connectivity for
our next-generation customers
22 ------- Expanding our network with VOO
for a better service
24 ------- Orange Luxembourg
26 --- Social responsibility
28 ------- Foreword
30 ------- Our Corporate Social Responsibility
(CSR) Strategy
34 ------- Our major initiatives
60 --- Management report
72 --- Financial statements
140 - Corporate governance
Annual report 2022
1
Highlights
2022
February
Orange Belgium’s digital and
innovative B-brand hey! voted
telecom Product of the Year
2022
March
Orange Belgium commits to a
sustainable smartphone market
by being the first in Belgium
to launch the Eco Rating for
devices and a new global
program, “re”
Launch of new generation of TV
decoders for a reinvented TV
experience with new features
and integrated apps
June
Maximum amount of key 5G
spectrum available in the
auction obtained
Orange Belgium launches the
Orange Digital Center, a major
hub for initiatives focused on
digital inclusion and innovation
July
The Orange 5G Demo Tour
kicks off at the coast allowing
customers to experience the
power of 5G
August
B-brand hey! partners up with
the Royale Union Saint-Gilloise
football club
October
Orange Belgium and KPN
investigate how Westerschelde
can become the world’s
smartest waterway with 5G
Customer experience-focused
network investments result in
outstanding scores in the latest
Opensignal benchmark study
November
The opening of Orange 5G Lab
in La Grand Poste in Liège,
showcasing 5G use cases
together with local industries
Orange Belgium signs
DigitAll charter, confirming its
commitment of continuous
investment to improve digital
inclusion in Belgium
December
Orange Belgium responds
to European Commission’s
initiative “Laptops for Ukraine”
with donation of devices and
extra support via the Orange
Belgium Fund
Orange Belgium
2
Chairman’s
letter
Dear team members, shareholders,
partners, and customers,
2022 was a year of unpredictability. The volatile geopolitical
situation has had, and continues to have, an impact on our
daily business and lives in the form of rising energy prices and
high inflation.
I want to express my appreciation for the work done by all
our employees in the face of this uncertainty. Thanks to their
ongoing engagement, we continue to deliver the services that
our customers expect from us.
Our employees are not the only stakeholders that I value. I
would also like to take this opportunity to thank all the leaders
of Orange Belgium, not just the senior leaders, but also all
our business and people managers who help us to realise our
objectives. We also show our appreciation for shareholders by
following the highest standards of governance to meet their
interests in the best possible way for us all.
From here, I would like to move the focus onto the companies
that we work with on a daily basis. We value our ongoing
partnerships with them and value their contributions towards
our objectives while we help them to meet their ambitions. I
believe this mutual support is fundamental to the good, long-
term partnerships we form.
Lastly, I would like to turn to our customers, both end-
consumers and business customers. As a sign of my
appreciation for their ongoing loyalty to us, I want to continue
to improve the services that we offer them. We will achieve this
by listening to their needs and evolving to meet their changing
expectations while keeping our prices fair.
In 2022, all of our stakeholders came together to help us to
deliver strong business results, maintain our costs, and achieve
our objectives for the year, while creating a strong, strategic
foundation for the longer term.
And when it comes to the future, I believe the word for 2023
should be “sustainability”. For me, sustainability means that our
long-term objectives should be taken into consideration every
time we make a decision, regardless of whether it is related to
our business, employees, partner, or services.
By taking a long-term view, we show our value as a strategic
telecom player in the Belgian market. While current and
anticipated external forces won’t make it easy to continue
on our sustainable path, I am convinced that with the good
collaboration between the Senior Leadership Team and the
Board, as well as with all other stakeholders, we are on the
right path to achieving our goals.
Thankfully yours,
Johan Deschuyffeleer
“By taking a long-term view,
we show our value as a
strategic telecom player in
the Belgian market.”
Annual report 2022
3
Strategic
report
06 ----------------
#TheFutureIsOursToMake
Orange Ahead
10 ----------------
Market context
14 ----------------
Meaningful brands,
today and tomorrow
18 ----------------
Next-generation connectivity
for our next-generation
customers
22 ----------------
Expanding our network with
VOO for a better service
24 ----------------
Orange Luxembourg
Orange Belgium
4
Annual report 2022
5
#TheFutureIsOursToMake
Orange Ahead
It’s been a year since Orange Belgium introduced its new strategy:
Orange Ahead, #TheFutureIsOursToMake. Focusing on the
company’s long-term ambitions, the strategy has focused so far
on laying strong foundations to support the coming years. Xavier
Pichon, Chief Executive Officer of Orange Belgium, explains the
strategy further and shares some highlights from 2022.
“The Orange Ahead strategy will ensure we become a
next-generation operator, a sustainable and committed
leader driven by a repositioned Orange brand, first-class
technological expertise, and key growth factors,” explains
Xavier Pichon. “We understand that 2022 is a pivotal year as
we move towards an increasingly digital future, which is why
I’m proud that our results have been so positive this year.”
To achieve its ambitions, Orange Belgium has developed a
multifaceted approach consisting of three pillars, made up
of strategic priorities, with each pillar focusing on a different
aspect of the company. Here are some of the successful
Orange Ahead projects the company realised in 2022.
Pillar 1: Delivering operational
excellence with best-in-class
solutions
“We want to connect our customers to what matters most
to them,” says Xavier Pichon. “This means delivering an
unparalleled experience every day with fixed and mobile
multigigabit infrastructure, next-generation enriched
connectivity, and efficient and friendly customer service.”
The first pillar contains four strategic priorities: customer
experience that pushes the company to be best in class in all
its core activities, growth of the network and service offering,
efficiency when delivering services to Orange Belgium’s high
quality standards, and the company’s commitment to being a
responsible operator and employer.
Customer experience
Orange Belgium’s ambitious network customer centricity
programme prompted a thorough reorganisation of the
Network department to put the customer at the centre of
all network-related initiatives. These efforts were rewarded
with an excellent report in the September 2022 Opensignal
Benchmark, which rated Orange Belgium’s network based on
customer satisfaction criteria.
The company also introduced WiFi Comfort, a new powerful
service that provides Orange customers with a stable,
smooth, and powerful WiFi connection wherever they need
it for binge watching their favourite series, gaming via
streaming, or doing their homework.
Growth
5G is an important part of Orange Belgium’s growth plans.
The company is further rolling out its 5G network to provide
its customers with the best possible experience. And in
July, Orange Belgium was one of the first subsidiaries of the
Orange Group to set up an end-to-end data connection from
a mobile device using a 5G Standalone network core. (See
page 10 for more information on Orange Belgium’s 5G roll out
and spectrum auction.)
Orange Belgium
6
“The Orange Ahead
strategy will ensure we
become a next-generation
operator, a sustainable
and committed leader
driven by a repositioned
Orange brand, first-class
technological expertise,
and key growth factors.”
Xavier Pichon,
CEO of Orange Belgium
Annual report 2022
7
“In order to offer our
customers the best possible
service, the highest capacity,
and the most coverage,
we need to pivot from
our previous strategy to
transform our business
model.”
Xavier Pichon,
CEO of Orange Belgium
Efficiency
While Orange Belgium’s customer-facing teams enjoy hearing
from and helping Orange customers, there are more efficient
ways for customers to receive the answers they need. In light
of this, one of the goals of the Detox programme to reduce
the number of ‘unnecessary calls’ to the call centre. In 2022,
the call centre processed 24% fewer unnecessary calls,
which exceeded the target. Additionally, the number of calls
to Orange’s first-line partners decreased by 15% thanks to
the launch of Smart IVR, a smart interactive voice server.
Responsible
The Orange “re” programme (recycle, refurbish, repair, and
return) is an integral part of Orange Belgium’s circular
economy strategy. It aims to extend the life of mobile phones
and limit their impact on the environment. The take-back of
old phones has increased by 200% since 2019, with more
than 34,000 old mobile phones collected in 2022, of which
two thirds were recycled and one third was reconditioned.
Orange Belgium
8
Pillar 2: Pivoting and transforming our
business model
“In order to offer our customers the best possible service, the
highest capacity, and the most coverage, we need to pivot
from our previous strategy to transform our business model,”
explains Xavier Pichon.
The second pillar contains three strategic priorities: upgrading
network infrastructure, improving the balance and quality of
physical-digital (phygital) interactions with customers, and
gaining further insights into customer needs.
Infrastructure
Orange Belgium successfully participated in the 5G spectrum
auction, enabling the company to continue guaranteeing
residential and business customers high-quality and high-
capacity coverage. This will enable Orange Belgium to fulfil its
5G ambitions while providing excellent 4G services.
Additionally, the company launched its durable new-
generation, Android-based TV decoder that enhances the
customer experience with new features such as 4K support,
games, Google Assistant, and access to native applications
including Amazon.
Phygital
To provide customers with an optimal phygital experience
(which combines the physical experience in-store with
a digital experience), Orange Belgium completed its
first Shopper Ahead projects. This included improving
touchscreens and queuing systems and launching the CSO
in Shop service in one of the Orange shops in Liège. This
service enables customers to video call live with a front-line
agent for faster and more efficient help.
Orange Belgium also improved its B2B Customer Zone by
adding new features, such as a new process for ordering
hardware which led to a strong increase in hardware sales in
the second half of the year.
Data and artificial intelligence
Orange Belgium continued to use artificial intelligence (AI)
to gain insights from the data generated by its network. For
example, based on probability criteria, the company made
suggestions to customers about related actions and services
that they might appreciate, such as adding a mobile SIM
card, subscribing to a convergent offer, or activating an
option. This catalogue will be expanded further in the coming
months.
Pillar 3: Synergies and integration
“Orange Belgium is part of an interconnected ecosystem
of partners and affiliates that is constantly changing and
evolving,” explains Xavier Pichon. “We are constantly looking
for synergies and ways to integrate services and processes to
improve the service we offer our customers.”
The third pillar contains two strategic priorities: finding
synergies and ways to integrate Orange Belgium affiliates to
improve the overall customer experience and preparing for
the integration of VOO in 2023.
Affiliates Orange Belgium
The Orange best of breed ecosystem brings together all
of the skills, knowledge, and expertise available across
the Orange Group, enabling Orange customers to benefit.
This includes improvements in connectivity, improved VAS,
enhanced cyber security, advanced IoT, and more.
VOO preparation
A significant part of the Orange Ahead strategy revolves
around the acquisition of VOO following its signing in
December 2021. After the EU gives its approval on the deal
Orange Belgium will be the majority shareholder of VOO,
owning 75% minus one share of the company.
See page 22 for more information on the VOO acquisition
Annual report 2022
9
Market context
The telco market in Belgium never sits still. 2022 saw the launch
and expansion of 5G services, anticipation regarding a fourth
entrant in the market, a challenging geopolitical situation, fierce
competition in Wallonia, the implementation of the Orange
Ahead strategy, and more, explains Xavier Pichon, CEO of
Orange Belgium.
“I am proud of the
work that the entire
Orange Belgium team
has done to overcome
the challenges ahead
of us and build strong
foundations for our
future.”
Xavier Pichon,
CEO of
Orange Belgium
A pivotal year
Even though 2022 was an intense year, it was also interesting
and fruitful. We were working against the background of
increasing geopolitical unrest, the continuing impact of
Covid-19, rising energy prices, and high inflation. And within
the telco market, we faced strong competition in Wallonia
and the uncertainty and excitement of the 5G spectrum
auction.
However, when I look back at 2022, I am proud of the work
that the entire Orange Belgium team has done to overcome
the challenges ahead of us and build strong foundations for
our future. The results of their efforts have been pivotal as we
continue to implement our Orange Ahead strategy.
Let’s take a look at some of the changes to the telco market
context in 2022 and what this might mean for 2023.
5G spectrum auction
We obtained the maximum amount of key 5G spectrum
available in the auction in summer 2022. This will allow us
to implement our 5G ambitions and deploy innovative future
technologies to continue providing the best experience to our
customers in an efficient and sustainable way.
The 5G spectrum auction also opened up the Belgian telco
market to a fourth entrant which can have a significant
impact on the local market.
5G Labs
Following the success of our first 5G Lab in Antwerp, we
opened a second 5G Lab in Liège in November 2022 to
showcase eight 5G use cases together with local industries.
Currently, the highlighted use cases include augmented ramp
agents, human robots, and intelligent pallet movers.
The new Orange 5G Lab will join Orange’s international
network of 16 other Orange 5G Labs across Europe, and it
will be used to develop and test innovative and concrete new
5G applications in collaboration with customers, prospects,
and partners.
Orange Belgium
10
Trusted partner
I am proud to say that we are the trusted partner for both the
Walloon region and the Brussels region.
In Wallonia, our trusted status comes from several
overlapping initiatives. We established our second 5G Lab
in the region’s industrial belt, investing in local infrastructure
start-ups. We are further investing in the region’s
infrastructure throughout our acquisition of VOO. Lastly, we
are working with the Walloon government in their ‘Get up
Wallonia!’ plan which responds to emergencies related to the
Covid-19 crisis and to prepare the region for the future.
See https://www.wallonie.be/de/plans-wallons/get-wallonia
in French or German for more information.
In Brussels, we have been selected to be the telco partner for
the Brussels-Capital Region for the next 15 years. Our role
will be to assist the Region to develop into one of the most
advanced smart cities in Europe. This includes preparing the
Region for the main digital challenges that it faces, such as
the increasing data exchange of the Brussels institutions, the
large-scale connectivity of citizens, and the protection and
surveillance services of the public domain.
Digital inclusion
With 46% of Belgians digitally vulnerable according to
the new Digital Inclusion Barometer from our partner, the
King Baudouin Foundation, digital inclusion remains a
top priority for us. The 2022 inauguration of the Orange
Belgium Fund and Orange Digital Center (ODC) are
proof of our commitment to Belgian society. The Orange
Belgium Fund, the local branch of the Orange Foundation,
assists associations by offering digital guidance to socially
vulnerable young people, women, and refugees all over the
country. The ODC serves as a support and development
centre, enabling different target groups to develop their
digital skills and entrepreneurship. We also signed the
DigitAll and Sustainable IT charters and continue to work on
initiatives that tackle this issue.
Energy sobriety
Energy conservation is important for both economic and
environmental reasons. As part of our ambitious transversal
energy savings programme, we implemented over 50
initiatives to reduce our energy consumption, including
energy saving actions in our offices.
Annual report 2022
11
VOO acquisition
EU approval for the VOO acquisition, which was signed
in December 2021, is expected in Q1, 2023. This will give
us ownership of 75% minus one share of VOO SA and it
represents a major step forward in our convergent strategy
thanks to its high-speed network in Wallonia and part of
Brussels.
Brand portfolio
At the end of 2021, we launched hey! to complement our
existing Orange brand. Targeting ultra-connected customers,
our new brand is gaining traction in the market. In particular,
younger Belgians appreciate hey! as it is a 100% digital
brand based on generosity, low environmental impact, and a
strong, evolving commitment to its customers. Its success is
proof that our Orange Ahead strategy is working.
Network investment
We have continued to invest in our mobile and fixed network,
increasing the range of our 5G coverage and improving
internet speeds across the country. Part of our investment
is the phasing out of old and infrequently used services so
we can focus on more secure, resilient, energy efficient, and
modern technologies. With this in mind, we are phasing out
3G as of mid-2023.
We are also investing heavily in our Business Engine new
generation network with its fiber backbone and upgraded
cable. The use of fiber is vital to ensuring the network
remains future-proof as it ensures higher volumes can be
carried so it meets the needs of our customers today and
tomorrow.
Orange Belgium
12
Developing the mobile access network of the future
Network investment is vital for ensuring the
quality of the coverage across Belgium. To
maintain our high standards and benefit
customers, companies, and society in general,
Orange Belgium has entered into a mobile access
network sharing agreement with Proximus.
Under the terms of the agreement, Orange
Belgium and Proximus will share parts of
the mobile network access infrastructure to
increase the efficiency of network operations
and ensure sustainable investments in new
network technologies, ensuring a faster roll
out of 5G across the country. Both companies
will continue to have full control over their own
spectrum assets and operate their core networks
independently to ensure service and customer
experience differentiation. The shared mobile
access network will be planned, built, and
operated by a new 50-50 owned joint venture.
The main benefits for customers are the
improvement of the overall mobile experience
thanks to a wider outdoor coverage, deeper
indoor coverage, and a faster 5G roll-out. It
will also reduce the number of antenna sites,
reducing the visual burden and decreasing the
total energy consumption by approximately 20%,
which is equivalent to the consumption of 10,000
households in Belgium.
Working together for our future
While it has been a challenge to achieve our results in light of
the current economic and political situation, the dedication
and hard work of all our team members and Board of
Directors has enabled Orange Belgium to build the strong
foundations that we will need going forward.
And our team members will continue to play a vital role in our
success, which is why we are focused on their wellbeing. In
2022 we undertook a deep analysis about their wellbeing,
including (positive) stress. While we perform better than
the benchmark for stress, we plan to further improve our
resilience to ensure everyone has a healthy work-life balance.
As part of this, we are adapting our teleworking policy
in cooperation with our employee union representative,
upscaling talent in cooperation with VUB, and developing
agile management skills across our organisation.
I am proud of everything we have achieved this year, of all
our team members and the Board of Directors, and the way
we work together. Our efforts have also been supported
by our collaboration with the Orange Group, our parent
company.
Annual report 2022
13
Meaningful brands,
today and tomorrow
2022 was a pivotal year at Orange Belgium. And that’s
also true for its brands in the residential market.
Christophe Dujardin, Chief Consumer Officer, and
Isabelle Vanden Eede, Chief Brand, Communication,
and CSR Officer, explain how the brands have evolved
over the year and what this means for customers.
In 2022 you celebrated the first anniversary of the
B-brand hey!. What defines its success? How has
it evolved next to the Orange brand? And what
does the future hold for the brand?
Isabelle Vanden Eede:
With the launch of hey! in September
2021, 2022 was our first year with a brand portfolio. While
our Orange brand is evolving into a premium brand, hey! has
quickly built up a loyal following of digital-savvy customers.
While we had planned for awareness of hey! to build slowly,
momentum picked up and generated more volume than we
had initially expected. However, we have been careful to
create and maintain the right balance in our brand portfolio,
so that one brand does not cannibalise the other.
hey! has a 100% digital value proposition, making it one
of the most sustainable offers on the Belgian market. Most
communication happens via the online platforms and the
recently introduced Myhey! app.
We have also built up a hey! community, with different
activities and offers for loyal community members, such
as tickets for USG matches, free hey! subscriptions, free
iPhones, festival tickets, video gaming discounts, and special
tariffs for our younger customers (under 26 years old). We
encourage our community to share their feedback and give
suggestions on how the brand should evolve, communicate,
and operate. This gives us unique insights into what our
digital-savvy customers are looking for.
I was proud when hey! was recognised by the industry in
early 2022. Our most abundant offer was voted Product
of the Year 2022, and we scored highly in every category
(attractiveness, perceived innovation, and purchase intent).
What has pushed both brand propositions
forward?
Christophe Dujardin:
Traditionally the Belgian market was
thought of as a single entity. However, that changed in
2022 when we needed to start thinking regionally. We found
that some products were more successful in some parts of
the country than in others, partly due to differing levels of
competition in the different regions. I expect that this regional
trend will continue in 2023 and might even be reflected in
different product portfolios, promotions, or communication
going forward.
With the challenging geopolitical situation that has pushed up
energy costs and impacted inflation, Orange Belgium had to
put its prices up for the first time, mostly for fixed services.
“2022 is the bridge
between Orange of
the past and Orange
of the future. The first
changes are already
visible, but there’s a
lot happening behind
the scenes that
customers will notice
in the coming year.”
Christophe Dujardin,
Chief
Consumer Officer
Orange Belgium
14
However, we understand that price as a value proposition is
important for our customers, and we didn’t want to ask them
to pay a higher price for the same product. Instead, we had
a ‘more for more’ mindset. In exchange for a higher price,
we gave our customers higher broadband speeds, larger
data volumes, and extended multi-card reductions. This
helped to reduce churn and minimise impact on the customer
experience.
Like the rest of the market, we use our network and
connection speeds to position ourselves. In our case, we are
clearly positioned as a premium operator. For example, we
increased broadband speeds to 250 megabits per second
and launched 5G services.
100%
hey! has a 100% digital value
proposition, making it one of
the most sustainable offers
on the Belgian market
Annual report 2022
15
“Being a meaningful
brand is also
important for our hey!
customers and this is
and will be reflected in
the services we offer
them and the way we
interact with them.”
Isabelle Vanden Eede,
Chief
Brand, Communication & CSR
Officer
How will Orange Belgium respond to the evolving
needs of our customers?
Christophe Dujardin:
2022 is the bridge between Orange
of the past and Orange of the future. The first changes are
already visible, but there’s a lot happening behind the scenes
that customers will notice in the coming year.
To give some examples, as well as our network advantages
and high connection speeds, we also have an excellent track
record for service and social responsibility. We regularly
achieve high scores, as measured by an independent
regulator, for the service of our contact centres, maintaining
short waiting times, and overall customer satisfaction.
Our Orange Thank You loyalty programme remains popular
with our customers, rewarding them for their custom and
allowing us to frequently interact with them. For social
responsibility, we have introduced a new option in our loyalty
programme that enables our customers to exchange their
loyalty gifts for donations for different Belgian associations
and good causes such as Natuurpunt, Natagora, and
ToekomstATELIERdelAvenir (TADA).
We also have a strong buy back, refurbish, and repair
service which appeals to customers trying to minimise their
environmental impact or reduce their costs. And we plan to
further expand our service offerings to further evolve with the
needs of our customers.
We are also continuing to enrich our convergence strategy to
take us from being purely a mobile operator to a convergent
operator that the entire family can enjoy and trust. In 2022 we
launched our new Android TV box that integrated services
from Streamz, Amazon Prime Video, and Google Assistant.
It’s an innovative way to link traditional TV channels with
more digital options. This evolution will continue with the
launch of a second TV box shortly.
Isabelle Vanden Eede:
We have ensured that there is a
distinct difference in the branding and communication for
both Orange and hey!. While both brands share the same
network, they both represent different offerings targeted at
different market segments and this will continue to be visible
in our communication going forward.
Christophe Dujardin:
Our customers are interested in
products, innovation, and services. While it is tempting to
add as many services as possible to our offering, we prefer
to focus on elements that our customers want and need, and
we can do well, either alone or in collaboration with partners.
We are using this focus in our convergence strategy to show
us how we can be a meaningful brand for our customers.
Orange Belgium
16
One offering that joined our convergent offering at the end of
2022, was the Ultra Gaming pack, a result of our partnership
with Microsoft. This pack includes the Xbox All Access offer:
the next-generation Xbox Series S console with a 24-month
subscription to Xbox Game Pass Ultimate with hundreds of
high-quality games, day one releases, and online multiplayer,
as well as 5GB additional data for Go subscriptions.
Another interesting partnership was our partnership with
HONOR which saw the HONOR 70 smartphone being
available exclusively in our shops. As well as being
technologically advanced, this smartphone is one of the
greenest handsets currently available on the market and was
the most sold model in China in 2022.
Isabelle Vanden Eede:
Being a meaningful brand is also
important for our hey! customers and this is and will be
reflected in the services we offer them and the way we
interact with them. For example, we celebrated our one-year
anniversary with new deals and an exclusive party at the
Atomium in Brussels for our community and we sponsor
a Belgian football team. This appeals to their fun, yet
no-nonsense, mindset.
What challenges will 2023 bring? And how will you
prepare yourself?
Christophe Dujardin:
Selecting the right elements to our
convergent strategy continues to be a challenge. We need
to listen to our customers and develop the elements that
will improve their lives by answering their needs and wants.
This will be a combination of our own services as well as
partnerships with the right companies. It’s vital that we get
this right now that we have moved from being a challenger to
a leader in the telco market.
We understand our position well and know how to emphasis
our strengths, which will become even more important when
the fourth entrant joins the market in the coming years.
Another challenge concerns the rapidly increasing costs
linked to our economic context. Again, we plan to use
our ‘more for more’ mindset and increase data across our
portfolio, including more than doubling the data bundles for
some product lines.
Isabelle Vanden Eede:
With our clear brand strategy and
distinctions between our Orange and hey! brands, we are
ready for the challenges ahead, including the arrival of a
fourth operator on the Belgian market.
Annual report 2022
17
Next-generation connectivity
for our next-generation
customers
When it comes to technology at Orange, 2022 can be summed
up in three words: innovative, 5G-ready and future-proof.
Werner De Laet, Chief Enterprise, Wholesale, and Innovation
Officer, and Stefan Slavnicu, Chief Technology Officer, take a
look back at a year of highlights.
With the roll out of the network and the spectrum
auctions, 5G has been one of the hot topics of
2022. What is happening at Orange concerning
5G?
Werner De Laet:
We have been busy with 5G for several
years now, exploring what benefits it can give our
customers through our Orange Labs, 5G Labs, and industry
collaborations.
Our Orange Labs find start-ups to accelerate and support as
they grow and evolve. This year, a lot of these start-ups are
looking at the metaverse, which is a big consumer-oriented
concept that everyone is talking about, but the benefits aren’t
clear yet. However, 5G will play an important role in realising
metaverse projects, such as virtual reality and augmented
reality.
We used augmented reality supported by 5G in summer
2022 for some large-scale projects which highlighted some
potential applications for the public. These projects included
an augmented city for a 3.2km guided tour in Antwerp, 5G
activities and demos at Ecopolis as part of the Tall Ships
Races 2022, and the 5G Demo Tour along the Belgian coast
where visitors could experience the power of 5G via the Sea
of Thieves video game.
We also helped some of our supported start-ups and
corporate customers to request subsidies from the federal
government to help finance their 5G-related applications.
The successful projects include applications in healthcare,
logistics, and production, which will all have an impact in
Belgium and further afield in the coming years.
As part of our commitment to deploying 5G across Belgium
we opened two 5G Labs in Antwerp (2021) and Liege (2022)
with two main roles. Firstly, they are educating customers
about 5G and how it differs from 2G, 3G, and 4G. And
secondly, it also showcases use cases that are adapted to
the local ecosystem. This means our new 5G Lab in Liege
has more focus on airport, logistics, and media use cases
than in Antwerp which looks at the port and its challenges on
production criteria, security, and sustainability.
The last thing I would like to mention concerning 5G is
one of our industry collaborations. Together with KPN, we
are currently investigating how 5G technology can create
a 5G Estuary to accelerate the further digitalisation of the
Westerschelde, one of Europe’s most important waterways
which handles the more than 150,000 ships per year that
visit the seaports of Antwerp, Bruges, Ghent, Terneuzen, and
Vlissingen. The investigation is looking at ways to deploy
5G technology on the water, along the banks, and in the
ports and terminals on both sides of the border to make the
Westerschelde the world’s smartest, digitised waterway.
Stefan Slavnicu:
Thanks to our partnership with Ericsson,
Nokia, and Oracle, we are improving and expanding our
multigigabit network. In 2022, we swapped 1,000 sites from
older technologies to Nokia Single RAN and deployed 5G in
Flanders, where the emission norms allowed. This means we
now offer 5G coverage in Bruges, Leuven, Antwerp, and the
Belgian coast including Ostend.
In 2023, we plan to upgrade and install a further 1,200 sites
so we will be able to offer 5G speed to 40% of the Belgian
population using a mixture of technologies based on where
our customers reside. As the 5G norms were approved in
Wallonia, we will start to roll out 5G technology across the
region in 2023.
I am also very proud of the work our teams did in the 5G
spectrum auction. Thanks to their hard work, we were able to
secure the maximum spectrum available for 5G in the
3.5 GHz and 700 MHz bands.
>2 million
connected machines to the Orange
network
Orange Belgium
18
What were the other technological highlights of
2022 for innovation and network at Orange?
Werner De Laet:
While 5G is undeniably important, it was
definitely not the only highlight of the year. We reached a
major milestone in July, when we connected our two millionth
machine to the Orange network, increasing connections
by 13% based on the previous year. Connected machines
include payment terminals, trains, and trucks.
In fact, our total connections are higher than this, as this
milestone excludes devices connected to our network as part
of the smart metering deal we signed with Fluvius and IBM
in December 2021 as well as the smart lighting deal signed
with ITROM. Fluvius plans to connect at least 2.5 million
households with smart metering, while ITROM will install and
connect 120,000 lights over the next four years.
Another highlight was the second year of our collaboration
with the University of Antwerp for the ‘Curious noses in the
garden’ (CurieuzeNeuzen in de tuin) project which used smart
sensors to collect data from soil in gardens, playgrounds,
public estates, agricultural fields, and nature reserves across
the country. Coincidently, 2022 was an extremely dry and
warm summer, while summer 2021 experienced a lot of rain.
This gave the researchers a large variety of data which can
be used to gain insights on how to prepare against extreme
weather conditions.
Stefan Slavnicu:
One technical launch that has been well
received is our new setup box 3. It’s a new Android TV setup
box for cable or fiber that uses OTT capabilities to offer a
wide range of applications. It also comes preinstalled with
the main content providers. We plan to launch a Wi-Fi 6
compatible version of this setup box in 2023.
We are also developing a network intelligence layer, which
is also known as Network as a Service (NaaS). It decouples
services from the infrastructure by placing a layer of software
between the connectivity layer and the network itself. The
result is a system that is more agile, more cost effective, and
more efficient.
“In 2023, we plan to
upgrade and install a
further 1,200 sites so
we will be able to offer
5G speed to 40% of
the Belgian population
using a mixture of
technologies based on
where our customers
reside.”
Stefan Slavnicu,
Chief
Technology Officer
Annual report 2022
19
How does Orange Belgium differentiate itself in
the market?
Werner De Laet:
From an innovation and B2B perspective,
there are two main ways that we differentiate ourselves: our
Business Expert team and our Best of Breed approach.
Our Business Expert team combines different functions,
such as an account manager, service manager, a dedicated
agent, and design architect, that work together to assist
our customers with their telco and ICT needs. This creates
proximity with our customers, giving them access to the best
expertise and tools that we have to offer.
“Currently, companies are facing the
negative impact of high energy costs,
rising interest rates, increasing inflation,
and the lack of qualified labour. The
solution is connections facilitated
by Orange based on four themes:
digitalisation, cyber security, hybrid
working, and new technologies.”
Werner De Laet,
Chief Enterprise, Wholesale, and
Innovation Officer
We also have a Best of Breed approach which aligns the
different functions of all the different Orange affiliates and
coordinates these skills and resources on a national or
international level for our customers. This is more than just
mobile or fixed services, it also includes unified collaboration
and video conferencing tools, cyber defence applications,
and data tools for better business decision making and
insight generation such as data analysis applications and
data lakes.
It was due to our differentiation, as well as our approach,
skills, and expertise, that we were selected by the Brussels
government to be the telco partner for the Brussels-Capital
Region for the next 15 years. This is within the framework of
Orange Belgium
20
Orange Belgium affiliates in the spotlight
BKM-Orange
As an ICT service provider, BKM-Orange inspires and
guides companies and organisations through the
selection, implementation, and use of ICT solutions
and services, including collaboration tools and IT
infrastructure.
For more information visit:
https://www.bkm.be
Orange Business Services
As a global company with a local approach, Orange
Business Services supports companies and
organisations as they undertake a digital transformation
to unlock their full potential and have a positive impact
on the world around them.
For more information visit:
https://www.orange-business.com
Orange Cyberdefense
Orange Cyberdefense provides managed and
intelligence-driven security and threat detection and
response services to organisations around the world with
the aim of building a safer digital society.
For more information visit:
https://www.orangecyberdefense.com
Business & Decision
Business & Decision is one of the world’s leading
management consultancies and system integrators for
data intelligence and digital experience. The company
uses effective use of data to help their customers
innovate, drive their business strategy, and improve
customer experience.
For more information visit:
https://www.businessdecision.com
IRISnet3, that aims to develop the digital future of Brussels
as one of the most advanced smart cities in Europe.
Stefan Slavnicu:
Our Orange Ahead strategy is differentiating
us from the market. In 2022, the Network team started
working on the Network Customer Centricity programme
to put the customer at the heart of our network processes.
This includes advancing the business value proposition,
developing data-driven customer relationships, implementing
adaptive network design strategies, and enhancing reliability
across the network by using AI.
I believe our strategy to differentiate ourselves is working,
especially when we win awards such as the Opensignal
awards in December 2022 which are based on feedback
from real customers. We achieved outstanding scores for
consistent quality, game experience, and upload speed
experience and excellent scores (joint winner) for core
consistent quality, video experience, voice app experience,
and availability, thanks to our customer experience-focused
network investments.
What challenges do you see for the future?
And what is Orange doing to overcome these
challenges?
Werner De Laet:
Currently, companies are facing the
negative impact of high energy costs, rising interest rates,
increasing inflation, and the lack of qualified labour. The
solution is connections facilitated by Orange based on four
themes: digitalisation, cyber security, hybrid working, and
new technologies.
Digitalisation assists companies as they benefit from new
tools, applications, and technologies that empower them to
work more efficiently. Cyber security is of vital importance
to reduce the risk of a cyber-attack or data leak. Hybrid
working requires new processes and infrastructure, as well
as a different approach to working. Lastly, new technologies
enable companies to become more productive and deliver a
higher quality of service. Orange is ready to help companies
with their connections.
Stefan Slavnicu:
Energy efficiency is definitely an ongoing
challenge. With the network using 90% of our energy
consumption and the remainder used by our data centres, we
are always looking for ways to improve our energy efficiency
in order to meet our sustainability targets without impacting
our customers’ experience. In 2022 we implemented a range
of energy saving initiatives including turning off 5G during the
night, switching off some radio layers if there is no customer
demand at that time, installing solar panels at our sites, and
gathering data from smart meters to gain insights about
energy consumption to help us find ways to reduce energy
usage based on traffic demands.
Annual report 2022
21
Expanding our network with
VOO for a better service
At the end of 2021, Orange Belgium agreed to acquire
a majority share in VOO. A year later, Paul-Marie
Dessart, General Secretary at Orange Belgium,
explains the current status of the acquisition as well
as the next steps.
What are the benefits of acquiring VOO for
Orange Belgium?
Paul-Marie Dessart:
Orange Belgium has been implementing
its convergent strategy across the country over the past
few years. VOO owns the cable network in the Walloon
region and part of the Brussels region, as well as offering a
portfolio of fixed and mobile telephony, broadband internet,
and television services. With the acquisition of VOO, Orange
Belgium will have a very high-speed network in Wallonia
and part of Brussels, which would reinforce its convergent
strategy on a national level.
Our investment plan, which consists of cable modernisation
and fibre optic (FTTH) rollouts, as well as the pooling of the
two companies’ skills, will strengthen the quality of VOO’s
network in the long term, serving customers and improving
the competitiveness of the Walloon and Brussels regions.
What is the current status of the acquisition?
Paul-Marie Dessart:
In December 2021 we signed an
agreement with Nethys to acquire 75% minus one share
of VOO SA. The closing of this transaction is subject to
customary conditions precedent, including the approval of
the European Commission which is expected in early 2023.
After closing, we will be able to coordinate our commercial
offering and both companies will benefit from important
synergies. For example, VOO currently doesn’t benefit from
optimized purchasing policies, so we will implement our
centralized purchasing policies to generate savings. We will
spend 2023 focusing on how VOO works before planning our
integration strategy.
Overall, we believe that the complementary nature of the
two companies’ assets and teams, as well as the excellent
working conditions they both offer, will continue to be
attractive for the employees of VOO and Orange Belgium.
Orange Belgium
22
“Overall, we believe that the
complementary nature of the
two companies’ assets and
teams, as well as the excellent
working conditions they
both offer, will continue to be
attractive for the employees of
VOO and Orange Belgium.”
Paul-Marie Dessart,
General Secretary
Annual report 2022
23
Orange Luxembourg
Whether it’s in the digital or physical world, Orange Luxembourg
worked hard in 2022 to support its customers, its team, and the
local community while delivering a year of highlights. Corinne
Loze, CEO of Orange Luxembourg, tells us more.
What were the highlights of 2022 for Orange
Luxembourg?
Corinne Loze:
2022 has been a full year with many highlights.
We started the year by being the first operator in the Grand
Dutchy to offer official 5G roaming in France, Poland, and
Spain at no extra cost to our customers through the data
included in their package. This has since been expanded to 8
other countries including Belgium, the Netherlands, Slovenia,
and Switzerland. We have also continued the rollout of 5G
across the country, together with our partner Nokia.
We also improved our convergent service offering to
our customers with Apple TV 4K, the most powerful
entertainment device for accessing TV shows, movies, music,
photos, games, and apps on the biggest screen in the home.
In January 2022, we launched our “re” programme (recycle,
return, refurbish, and repair) to strengthen our commitment,
as well as our existing initiatives, to raising public awareness
of the environmental impact of mobile phones.
And we showed our appreciation to our customers with the
introduction of our Orange Thank You loyalty programme.
This offers customers exceptional benefits throughout the
year, such as celebrating various occasions like birthdays
with gift vouchers, new product tests, event tickets, or
vouchers towards the cost of a new smartphone. It also
includes Orange Wednesdays, where subscribers receive free
Kinepolis cinema tickets for every purchased ticket.
The growing importance of VR, AR, and the metaverse was
highlighted by the winning start-ups of the 5th edition of the
Orange Fab programme which will benefit from the Orange
Acceleration Programme over the next six months. The 2022
winning start-ups are Virtual Rangers (VR, AR, metaverse,
and gaming experiences), Nirli (AR, VR and metaverse
experiences for the health, construction, retail, and industrial
sectors), and WithVR (personalised virtual reality situations
to create a safe space to talk for people with speech
impairments and differences).
After the launch of video shopping and live shopping services
on Meta social networks and orange.lu, we opened a new
shop in the metaverse in June. In this store, customers can
get advice and access to our entire offer currently available
online. We consider the metaverse to be a new channel for
our products and services, as well as a new way to interact
with our customers.
During 2022, we also strengthened our cybersecurity offer
with Orange Cyberdefense, the group’s subsidiary dedicated
to cybersecurity. We have developed new offers adapted to
organisations of all sizes, from SMEs to large companies,
to help them deal with the risks. Orange Cyberdefense, in
partnership with Orange Luxembourg, intends to strength
the Luxembourgish cybersecurity ecosystem by providing
its international expertise and cutting-edge tools to support
players, improve the detection of attacks, and the response
needed in case of an attack.
I was proud of everyone at Orange Luxembourg when our
“Gender Equality & Diversity for European & International
Standard” (GEEIS) recognition was renewed. This
prestigious label recognises our proactive efforts to
combat discrimination and promote equality between men
and women within the company. For example, we have
established a joint management committee, promote women
to positions of responsibility, and encourage gender diversity
in all professions as well as equal pay for equal work. We are
especially pleased to have more and more female engineers
in the departments in charge of network management, even
though the technical professions are still mainly male.
In addition to obtaining the international GEEIS certification
as well as the Positive Actions label from the Ministry of
Equality between Men and Women, Orange Luxembourg
has been elected “Top Employer” for the 6th consecutive
time by the Top Employers Institute. We also signed our
first collective labour agreement which formalises, in a
transparent way, the benefits that we have offered our
employees for several years now.
How did Orange Luxembourg work to support its
customers and the local community in 2022?
Corinne Loze:
We enjoy meeting our customers where
they are, and that includes in the metaverse, which is why
we opened our first Orange Digital Center (ODC) within the
Orange Belgium
24
metaverse. Our ODC accompanies and develops the digital
skills that already exist in the physical world. Considering
the stakes inherent in the development of the metaverse, it
seemed important to us to open such a space in the heart
of these virtual environments, to allow us to explore the
possibilities that this opens up, but also to help users take
their first steps in this virtual reality.
When it comes to immersive technologies such as gaming
platforms and virtual reality, users enjoy new and fun
experiences. However, their use is poorly controlled.
The entire Orange Group and Orange Luxembourg have
reaffirmed our commitment against digital violence with the
launch of Safe Zones in online video games, such as Fortnite,
Roblox, and Minecraft. The idea is to support families and
protect young players from the dangers associated with the
development of these new virtual environments by using
a quiz and a system of rewards to inform players of the
dangers of digital technology and the good reflexes they
need to apply to protect themselves. Our Luxembourgish
safe spaces also redirect users to a help page that contacts
cyberbullying specialists based in Luxembourg and alerts
others in case of need.
In the physical world, we used the No Big Deal mobile app
to invite Luxembourgish people to either walk 35,000 steps
in six days or to run 7km in 55 minutes. For each completed
challenge, we made a donation that will enable the Serve the
City association to support the collection and treatment of
one tonne of rubbish abandoned in public spaces.
“We started the year by being
the first operator in the Grand
Dutchy to offer official 5G
roaming in France, Poland, and
Spain at no extra cost to our
customers through the data
included in their package. This
has since been expanded to 8
other countries.”
Corinne Loze,
CEO of Orange Luxembourg
Annual report 2022
25
Social
responsibility
28
Foreword
30
Our Corporate Social Responsibility (CSR) Strategy
31 ---------- Purpose, mission and commitments
of the Orange Group
31 ---------- Engage 2025: the Group´s strategic plan
31 ---------- Our Vigilance Plan
32 ---------- Orange is helping to achieve the
Sustainable Development Goals
34
Our major initiatives
35 ---------- Impact on the Environment
35 --------- Net Zero Carbon by 2040
36 --------- CO
2
e emissions
38 --------- Energy and mobility
40 --------- Circular Economy
43 --------- Responsible consumption and production
46 --------- Collaborating with our suppliers for greater responsibility
47 --------- Raising customer awareness
47 --------- Engaged sponsoring
49 ---------- Digital inclusion
49 --------- Importance of the subject
50 --------- Society: our digital inclusion projects
56 --------- Structural partnerships
57 --------- Customers: social activity
59 --------- Employees: internal dynamics
Orange Belgium
26
Annual report 2022
27
Foreword
Orange Belgium
28
An inclusive and
respectful society
As a major player in the Belgian economy, we must create
a sustainable impact. Therefore, our commitment to a
more inclusive and respectful society follows a structured
approach to ensure that our vision produces strong and
positive results.
For example, 2022 saw the opening of our Orange Digital
Center, the creation of our Corporate Fund, and the
implementation of projects that aim to reduce the digital
divide while fostering the integration of the young and most
vulnerable.
Naturally, in addition to digital inclusion and according to the
ambitions established by the Orange Group, Orange Belgium
has set itself a wide range of environmental and social goals.
These are brought together in our strategic plan which aims
to help us to advance towards Net Zero, on a Group level, by
2040.
By working together for a more sustainable world, we wish
to overcome the social and environmental challenges ahead.
We will guide our employees, partners, and customers
through a profoundly responsible transformation and give
them the keys to the digital world by providing them with the
necessary knowledge, skills, and support.
“By working together for a
more sustainable world, we
wish to meet the social and
environmental challenges,
guide our employees,
partners and customers
through a profoundly
responsible transformation
and give them the keys to
the digital world by providing
them with the necessary
knowledge, skills and
support.”
Isabelle Vanden Eede,
Chief Brand,
Communication & CSR Officer
Annual report 2022
29
Our Corporate
Social
Responsibility
(CSR) Strategy
Orange Belgium
30
Purpose, mission and
commitments of the Orange Group
Our purpose: Orange is the trusted player that gives everyone the keys
to a responsible digital world.
Our mission is to guarantee that digital shall be conceived,
made available and used in a more human, inclusive and
sustainable manner in all our fields of activity.
To achieve this, Orange Belgium is doing everything in
its power to benefit private individuals, partners and
organisations with a more autonomous and secure digital
life. Everywhere, for everyone, Orange Belgium deploys
infrastructures and innovative services that can be trusted,
thanks to the commitment and expertise of the teams.
This purpose entails commitments on our part for:
the environment
digital equality
a society of trust
a responsible economy
Engage 2025
Environment
CO
2
Emissions
Orange Digital
Center
Energy
Digital Workshops
Mobility
Corporate Fund
Responsible
consumption &
production
Social Offer
Human Resources &
Diversity
Digital Inclusion
Engage 2025: the Orange Group´s
strategic plan
With its strategic plan Engage 2025, Orange proclaims a
model of engaged leadership. Our strength resides in our
ability to reconcile economic performance and a sustainable
approach vis-à-vis our customers, employees, stakeholders,
partners, and society at large.
Engage 2025 consists of two main pillars: the environment
and digital inclusion.
Our Vigilance Plan
We have a plan for respecting others.
Each year, Orange defines a vigilance plan in order to remain
attentive to everyone´s well-being. The measures it contains
are designed to identify risks and prevent serious violations
of human rights and fundamental liberties, as well as harm to
the health and safety of persons and the environment. This
applies both to activities undertaken by Orange Belgium and
to activities engaged in by our subcontractors or suppliers
with whom a commercial relationship is established.
This plan can be consulted here:
https://gallery.orange.com/rse
Annual report 2022
31
12 - Responsible consumption and production
We are integrating the circular economy into our processes and specialities in order to extend
the service life of products and equipment, optimise their processing at the end of their lives and
limit our environmental impact.
collection and repair of telephones and multimedia equipment and sale of refurbished devices
partnership with work integration social and environmental companies
- Out Of Use: a collection of fixed equipment, organisation of dismantling and recovery
of waste
- De Klimroos (VZW Stijn): center for adults with disabilities, responsible for
disassembling components for recycling
- Close the gap: collects used computer equipment from companies and reconditions it
for educational projects
eco-design approach to our products and services
awareness-raising campaigns for eco-friendly practices
9 - Industry, innovation, and infrastructure
We invest in research and development and adopt innovative digital solutions matching our
ambitions. We offer connectivity services and innovative services to everyone, thanks to our
telecommunication networks:
innovative services: IT services, cybersecurity, and B2B services contributing to improving
society and quality of life, such as traffic analysis for more sustainable mobility plans...
we are introducing a mobile access network sharing agreement with Proximus that allows us
to significantly increase access to the network, its coverage and its speed, all while making it
more optimal
10 - Reduced inequalities
We are building an open and respectful model, striving to reduce inequalities and support more
vulnerable groups so that everyone can seize the opportunities offered by digital.
digital accompaniment for all with the Orange Digital Center
systems of accompaniment and education for digital inclusion thanks to our Corporate Fund
development of inclusive offers and devices at affordable prices
Orange is helping to achieve the
Sustainable Development Goals
Orange adheres to the Principles of the United Nations Global Compact and actively supports the
SDG (Sustainable Development Goals).
We are working on 6 common principles in the Orange Group. This sustainable strategic line is
being incorporated into our day-to-day operations.
Orange Belgium
32
16 - Peace, justice, and strong institutions
Respecting fundamental liberties and strictly applying our ethical principles is an
ongoing concern:
Code of Ethics
member of the board of directors of the Global Network Initiative
development of responsible purchasing standards
development of cybersecurity and data security solutions
13 - Measures to fight climate change
We are taking steps to reduce our environmental impact in all of our current and future
activities. With our technologies and resources, we are advancing step by step along
the path towards a more sustainable world.
Since 2014, Orange Belgium has been certified by the CO
2
neutral label of CO2logic
and Vinçotte for its operational activities.
100% of our purchased electricity is of renewable origin
optimisation of energy consumption of our networks and information systems
development of our circular economy program (RE program) for our mobile and fixed
devices
introduction of a mobility plan with our employees
environmental preservation initiative in collaboration with the associations Natagora/
Natuurpunt
17 - Partnerships for achieving the objectives
We collaborate with different partners in order to maximise the odds of achieving our
objectives, basing ourselves on the resources and talents of each. We are developing
partnerships with entire ecosystems: governments, development agencies, NGOs,
Entrepreneurs, innovative SMEs, etc.:
mechanism of accompaniment and support for start-ups and private individuals:
Orange Digital Center and its FabLab
philanthropic activities: Corporate Fund
participation in several Digital responsibility working groups: Digitall, ISIT (Belgian
Institute for Sustainable IT)
Annual report 2022
33
Orange Belgium
34
Our major
initiatives
Net Zero Carbon by 2040
The Orange Group´s ambition is to reach Net Zero by
2040. To meet this target, we are respecting a strict
energy efficiency policy, increasing our renewable energy
consumption and developing our circular economy.
Engage 2025 is our first landmark and medium-term
objective, but we won´t stop there. We will continue to reduce
our impact to fulfil the Net Zero standard of the SBTi by
2040, i.e. 10 years ahead of the goal set by the ICT sector
(Information and Communication Technologies).
The digital sector generates more
greenhouse gases than aviation
The digital sector accounts for around 4 % of global
greenhouse gas emissions1. These emissions come from the
energy consumption of industry, from the extraction of raw
materials, the use of devices by the customer, the production
processes, and the processing of Waste Electrical and
Electronic Equipment (WEEE).
As a responsible company, we must strive to reduce our
direct environmental impact by deploying all possible
initiatives while taking account of the life cycle of products
and collaborating closely with our suppliers and customers
to reduce the environmental impact at every stage. We
wish to go further by making our economic model a more
circular one by promoting re-utilisation, repair, eco-design,
refurbishing and recycling.
A global commitment
To be Net Zero Carbon by 2040, Orange is making
3 commitments:
to reduce our own CO
2
e emissions
to reduce indirect emissions linked to its energy
consumption
and finally, to reduce emissions generated upstream by its
suppliers and downstream by its customers
These three commitments correspond to scopes 1, 2
and 3 of the Greenhouse Gas Protocol for which Orange
established a roadmap validated by the SBTi (Science Based
Targets Initiative), an international scientific reference for
assessing the climate targets of companies.
1. Source : Lean ICT Materials Forecast Model. Produced by The Shift Project
based on data published by (Andrae & Edler, 2015
Impact on the
environment
Annual report 2022
35
CO
2
e emissions
Carbon neutrality certification
Orange Belgium is certified and labelled ´CO
2
neutral´ by
CO
2
logic, an independent consultancy firm specialised in
calculating carbon footprints. This certification demonstrates
and guarantees our firm commitment and determination to
reduce our impact by lowering our CO
2
e emissions, offsetting
the residual emissions, and overcoming any reluctance to
advance along this path.
Carbon neutrality fits perfectly within our strategic plan
Engage 2025 and constitutes a first step towards fulfilling our
long-term commitment to become Net Zero by 2040.
External verification of the calculation of our CO
2
emissions & carbon neutrality certification
The ´CO₂e neutral´ label is examined, audited and validated
by Vinçotte, an independent international certification body.
Via in-depth audits, Vinçotte verifies the implementation of
the approach of CO
2
logic: calculate, reduce & offset CO
2
e
emissions.
Methodology for calculating our
scopes
The Carbon Balance method, used to calculate the carbon
footprint, was developed by the ADEME (Agence française
de l´environnement et de la maîtrise de l´énergie, the French
Environment and Energy Management Agency) and offers
a coherent approach for measuring and quantifying CO
2
e
emissions.
This method is henceforth managed by the Carbon Balance
Association, an independent organisation.
The Carbon Balance method is an effective solution for
classifying emissions by source and launching an active
emissions reduction process. It was recognised by the PAS
2060 standard dedicated to carbon neutrality. The Carbon
Balance® method used by CO
2
logic complies with the ISO
14064 standard and the GHG protocol.
Orange Belgium
36
Orange Belgium CO
2
e emissions since 2009
Scope 1
Scope 2
Scope 3
*In 2022, we have estimated our carbon footprint at 5 228 tCO
2
e.
Every year since 2009, we have been calculating our carbon
footprint with our partner CO
2
logic. This measurement
includes :
Scope 1 emissions (own emissions, direct and indirect) and
Scope 2 emissions (direct emissions from main purchases
or electricity)
for reasons of data availability, we do not yet fully calculate
Scope 3 emissions, which correspond to the indirect
footprint of our activities, notably the production and use of
our equipment by our customers
In 2021, our carbon footprint amounted to 5297 tCO₂e, the
equivalent of 210 return flights from Brussels to New York or
the annual carbon footprint of 530 Belgians. This calculated
carbon footprint is mainly related to mobility and our fossil
fuel vehicle fleet.
We have already undertaken various actions to encourage our
team members to use public transport and are studying new
mobility plans to reduce the footprint of our vehicle fleet.
12 000
10 000
8 000
6 000
4 000
2 000
0
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022*
Annual report 2022
37
Energy and mobility
Supply of 100 % renewable electricity
Since 2009, 100% of the electricity we buy comes from
renewable energy sources, and this has been certified CO
2
neutral since 2014. We use Guarantees of Origin (GOs) to
ensure the purchase of electricity coming exclusively from
solar panels and wind turbines.
This demonstrates our determination to reduce our
environmental footprint and allowed us to prevent the
emission of 19,247 tCO
2
e in 2021.
We aren´t stopping there, however. The GOs represent
only the first stage in our progress towards renewable
energies. Within the framework of a continuous improvement
approach, and in connection with our strategic plan
Engage 2025, we wish to go further by making a long-
term commitment to purchasing renewable electricity and
concluding a first Power Purchase Agreement.
Better energy management
The network
With the emergence of new technologies, the improvement
of the network and the increase in mobile internet speed, we
are observing constant growth in the use of data, entailing a
direct increase in the electricity consumption of the Belgian
networks.
However, increased use of data is not incompatible with
optimisation of energy consumption – on condition that we
continue to invest in innovation.
In 2022, our network represented 95 % of our electricity
needs.
We have taken several steps in order to limit the electricity
consumed by our network in the coming years:
the mutualisation of the network (RAN) with Proximus.
This network sharing represents an opportunity to combine
our coverages of the networks, entailing more efficient
electricity use
the deployment of ´Green features´ on our antennas has
already made it possible to achieve substantial efficiency
gains
the planned phasing out of 2G and 3G technology
The Telco Centers, also referred to as data
centers or core sites
We have been applying energy efficiency measures in our
10 Telco centers since 2010.
In 2019 we inaugurated Titan, our most powerful data
center in terms of design, approach and environmental
considerations.
Titan has a PUE (Power Usage Effectiveness) value of 1.18
instead of 1.57 (the average PUE). It was thus specifically
designed for efficiency.
The building is located near the river Scheldt in order to
benefit from the geographical advantages of the cold air
flows over the river. An adiabatic cooling system, using
evaporated water to cool the air, assures 95 % of the annual
energy intended for ‘free cooling’. The closed cold air
corridors push the airflow from the raised floor through the
servers, increasing the cooling effectiveness.
100%
of the electricity we buy
comes from renewable
energy sources
Orange Belgium
38
Our ambition is to replicate the ‘Titan’ design in our Telco
Center in Nossegem by 2025.
At the same time, we are focusing on replacing end-of-life
equipment with cutting-edge equipment in terms of energy
efficiency.
The other sites
We are also seeking solutions for optimising energy
consumption for the smaller-scale sites.
Since 2021 we have selected Veolia for managing,
maintaining and optimising energy consumption at our
headquarters. All of the technical infrastructures were
examined and configured to consume less energy while at
the same time guaranteeing employee comfort.
The heating, ventilation and air conditioning (HVAC) system
was modernised, and low-consumption light bulbs were
installed.
In the near future, we hope to be able to produce monthly
reports on the energy consumption of our headquarters and
translate them into CO
2
emissions. This will give us a much
more detailed overview, and we will be able to pilot the
projects as a function of the data.
In addition to these initiatives, we installed 84 solar panels on
the roof of our building. A system for capturing rainwater was
also set up for our sanitary installations. We installed LED
bulbs in all of our existing shops and switch off our displays
during the night.
Mobility plan to reduce the carbon
footprint
Mobility is the main source of our calculated CO
2
e emissions.
We are aware of the stakes of mobility and wish to address
them with the aid of a holistic vision while taking account
of the environmental impact, as well as the impact on our
employees and the organisation.
We are convinced that multimodal mobility is the solution in
contrast to the traditional unimodal system. We wanted to
offer more flexibility and mobility options to our employees.
Consequently, we have integrated the possibility of
combining several means of transport into our mobility plan.
We encourage them to use sustainable means of transport
through incentives for those who travel by public transport or
bicycle.
In 2022, we already revised our teleworking policy, permitting
employees to work at home 60% of the time (for positions
where this is feasible).
In addition, we wish to reduce the impact of our automobile
policy. We regularly revise our selection criteria and tighten
up our requirements on maximum CO
2
e emissions of the
selected vehicles.
Annual report 2022
39
Circular economy
According to Recupel, in 2021, Belgians produced 128,467
tonnes of electronic waste and lamps or 40.9 million
appliances, which is 11.1 kg per citizen.
These figures show the importance of promoting the circular
economy in our society. In this context, Orange Belgium is
participating in order to reduce its customers’ environmental
impact.
The RE program, a global circular
economy program
According to the International Waste Electrical and Electronic
Equipment (WEEE) Forum, 5.3 billion mobile phones will likely
be discarded o stashed away in 2022. Some 750 million used
headphones are expected to be thrown away worldwide by
2026 (WEEE Forum). That´s why we have launched the Re
program: 4 simple ways to achieve savings and take action
for the planet.
Attractiveness of the Repair Services
Autonomy
Continuity
of the
service
Perdictability
Visibility
Availability
Improvement of the repair services
An index was created on the group level to measure
the progress achieved on a common basis. The
attractiveness index of the repair services is composed
of 5 elements.
Each element reflects an aspect that
fundamentally characterises an attractive
repair service.
autonomy: to what extent can the end user perform
the process all on his own?
availability: is it possible to obtain information, support
and advice via all channels?
visibility: does the service provide adequate
information throughout the repair process?
predictability: does Orange provide preliminary
estimates of how long the repair will take, and does it
undertake to respect them?
continuity: does Orange provide the services
necessary to enable the customer to continue
his activities?
Re is based on 4 pillars:
Repair
Each Orange Belgium shop offers a repair service to
help customers continue to use their devices longer.
Battery problems, cracked screens.
Orange Belgium
40
The refurbishing of telephones
The production of a smartphone consumes
many minerals, (precious) metals and rare earth
materials. Extracting these raw materials requires
water and energy, generating pollution and
waste. Moreover, these materials are becoming
increasingly scarce.
From this perspective, selling refurbished
telephones and refurbishing devices collected via
the Re program are perfectly logical.
The devices are refurbished entirely locally in
Belgium, thanks to the expertise of our partner,
Back2Buzz. The devices are tested, reset and (if
necessary) repaired, the components replaced,
and the battery systematically changed in order
to meet high-quality standards. The device is
covered by a 2-year warranty.
There are multiple advantages. Customers enjoy a
reduction of 20 to 30% compared to the purchase
of the same device new. Each refurbished
phone sold avoids the purchase of a new phone
as well as the extraction of raw materials, the
production processes, the global transport and
the generation of waste.
To further develop the refurbished mobile device
amongst our products, we have set a collective
goal of having refurbished mobile phones
constitute 10 % of our total sales.
Recycle
mobile phones that are not reusable are recycled, and their
metals are recovered. Orange also undertakes to delete
all personal data from a customer´s mobile phone before
recycling.
1. Agence de l’Environnement et de la Maîtrise de l’Énergie
Refurbish
We offer a second life to the devices through the sale of
refurbished smartphones. Choosing a refurbished mobile
phone means limiting its environmental impact while
acquiring a nearly new device at a lower cost.
According to Ademe
1
, a refurbished mobile phone prevents
the extraction of 76.9 kg of raw materials and the emission of
24.6 kg of CO
2
eq (GHG) per year of use.
Return
a program that permits customers to bring in their old
devices to an Orange shop, where they are offered a
purchase voucher worth between €2 and €500 depending
on the residual value of the device. In 60% of the cases, the
devices are reused or refurbished, while the remaining 40%
are recycled.
The collection of old devices has grown by nearly 200%
since 2019.
Thanks to increased communication about this
offer, Orange Belgium collected more than 34,000 devices in
2022, nearly four times over in 2020.
Orange Belgium donates €2 to the Natagora/Natuurpunt
environmental protection program for each device included
in the program. Thanks to the collection of these mobile
phones, in 2022, 4,000 trees were planted by Natuurpunt,
and €23,800 was donated to Natagora for the protection of
biodiversity.
Annual report 2022
41
Collection of fixed devices
Our environmental measures also apply to our fixed
equipment. Used decoders, modems, cables, remote
controls and power supplies are taken back in our approach.
To limit the production of Waste Electrical and Electronic
Equipment (WEEE), we reuse all possible equipment and
recycle the rest. We collected an average of 79% of fixed
appliances (including B2B and B2C).
CEVA / Out of Use
Of the 23,464 kg of e-waste, 1225 kg of materials were
reused, and 22,239 kg were recycled. The treatment of this
e-waste enabled us to avoid the emission of 113,356 kg of
CO
2
, 72% of which was avoided thanks to the reuse of the
equipment. This is equivalent to the CO
2
absorbed by 9,4
hectares of forest for one year. Our fixed appliance take-back
program has also partnered with Natuurpunt to plant 7,105
square metres of forest.
Refurbishing of network devices
The adoption of the circular economy concerns both our
customers and the employees of Orange. Our purchasing
departments can adopt circularity in several contexts. On a
group level, we have set up a marketplace for purchasing and
selling devices between entities. We have also concluded
a partnership with a third-party broker, using Orange´s
marketplace and its own platform, in order to negotiate with
internal and external buyers and sellers. Since 2021, more
than €100,000 worth of devices has been sold by Orange
Belgium in order to be reused by other entities.
The circularity of our network infrastructures and our
equipment will allow us to reduce our scope 3 emissions.
We will thus be able to prevent the emissions linked to the
production of new devices while at the same time extending
their life cycle, which will also make it possible to prevent the
emissions linked to the disposal of these replaced devices.
Orange Belgium
42
Steeds groenere simkaarten
Samen
naar
een duurzamere
wereld
Half ID-SIM
= simkaart om een gsm te
verbinden met het mobiele
netwerk
Eco SIM
= simkaart om een gsm te
verbinden met het mobiele
netwerk
Voor particulieren en bedrijven
eSIM
= simkaart ingebouwd in
de gsm
100 %
gerecycleerd
plastic
1.042.000
Eco SIM
in 2022
Eerste
ter wereld
De helft
minder
plastic
875.000
kaarten
in 2022
Eerste
in België
Geen plastic,
minder
zeldzame
metalen, geen
afval en
vereenvoudigde
logistiek
100 %
van onze
klanten
in 2030
Responsible consumption and production
Our Eco SIM
In November 2020, Orange Belgium became the first operator
in the world to launch a SIM card made of 100% recycled
plastic and fully recyclable. We are collaborating with Thales
and Veolia to transform plastic from used refrigerators into
SIM cards in conformity with all applicable quality standards.
To go further, in 2021, we decided to order Eco SIM cards
exclusively. Around 1,042,000 Eco SIMs were distributed in
2022; this represents 90% of all of our distributed SIM cards
(including eSIM).
This initiative is integrated into a broader program designed
to reduce the impact of our SIM cards. It began with the
launch of the Half ID SIM cards, which made it possible
to reduce the quantity of plastic used by 50%. In 2022,
875,000 SIM cards of this type were distributed, which
represents 84% of our distributed Eco SIM cards.
Our eSIM
In 2020, we also launched the eSIM, a chip permanently
installed in your smartphone or tablet.
It is a virtual version of a standard card with the same
functionality but digitally activated.
No plastic, less rare metals used, no waste and simplified
logistics. This translates into a limited impact on our
environment while offering more convenience and simplicity
to our customers.
The traditional SIM card generates about 60% of its
emissions during production and distribution logistics. In the
case of the eSIM card, only 2% of emissions are generated
at this stage, mainly due to the computing power and energy
consumption for the transmission of the QR code.
Since its launch in February 2020, Orange Belgium has
installed around 60,000 eSIM, of which 40,300 in 2022.
It represents nearly 6,300 kg of CO
2
e emissions avoided.
Eco-design process
The eco-design approach strives to reduce and limit the
negative environmental impact of a product´s life cycle by
integrating environment-oriented elements into the design of
the product (or service).
This is:
a process of continuous improvement
a lever for innovation, integrating the environmental
constraint of reconsideration of the offer and the solution so
that they better control the life cycle of the product
a universal ambition that goes beyond the regulations in
effect
an approach (process) and a result (environmental quality)
The eco-design approach was already initiated 10 years
ago on a Group level, with the first eco-design guide drafted
in collaboration with SagemCom for Orange Livebox.
This approach was developed over the years via life cycle
analyses, training courses for the marketing teams and
progressive improvements during the evolution of the
product.
We are working on deploying a process to measure the
implementation of the eco-design approach for each Orange
brand product.
To be considered in an eco-design approach, the product
must meet a number of criteria.
The objective is to apply the measure retroactively to already
developed Orange Brand products and systematically to all
future products.
Annual report 2022
43
Eco Rating
The environmental impact of a smartphone
The Eco Rating is a label offering key information to
customers concerning the sustainability score of the devices
to help them make informed choices.
The Eco Rating helps consumers to identify and compare
the most sustainable mobile phones while encouraging
suppliers to reduce the environmental impact of their devices.
The Eco Rating initiative was developed jointly by Deutsche
Telekom, Orange, Telefónica, Telia Company and Vodafone
in order to provide coherent and precise information to the
general public on the environmental impact of the production,
utilisation, transport and disposal of smartphones and fixed
phones. Orange Belgium was the first operator to deploy this
tool in Belgium as of 2021.
After a detailed evaluation, each mobile telephony device will
receive an Eco Rating on a maximum scale of 100 in order to
illustrate its environmental performance. The closer the score
is to 100, the more environmentally friendly the smartphone is
over the course of its life cycle.
The Eco Rating label highlights five key aspects concerning
the ecological footprint of mobile devices by providing
information on the following:
sustainability
repairability
recyclability
climate respect and
resource efficiency
The eco-design approach was already initiated 10 years
ago on a Group level, with the first eco-design guide drafted
in collaboration with SagemCom for Orange Livebox.
This approach was developed over the years via life cycle
analyses, training courses for the marketing teams and
progressive improvements during the evolution of the
product.
“Our commitment to sustainable
development isn´t just empty
words. Our goal is to give
our customers the possibility
to make informed choices
concerning the devices they
buy and their environmental
impact. The initiative is all the
more impactful, given that
operators are deploying it in
over 20 countries. Associated
with our new Re program, which
showcases the most sustainable
practices on the smartphones
market, the Eco Rating is an
important demonstration of how
an operator can really make a
difference.”
Isabelle Vanden Eede,
Chief Brand,
Communication & CSR Officer of Orange
Belgium
-285
tonnes
by discontinuing our D2D magazine
Orange Belgium
44
Reducing the use of equipment
In 2022, Orange Belgium also continued to reduce its CO
2
emissions, including our consumption of paper and other
packaging materials. Thanks to our digitalisation efforts, we
have reduced our commercial paper and other packaging
volume by 88% in 2022 compared to 2021.
A few examples:
we discontinued our Door to Door (D2D) magazine, thereby
enabling us to reduce our paper consumption by 285
tonnes issue again
we reduced the grammage of our bills and posters
whenever possible, we choose more sustainable materials.
For example, we are replacing certain products in PVC with
alternatives made of paper or cardboard
we are reducing the size of products already using recycled
materials
In addition to using recycled materials, we ensure that 100%
of our paper products are FSC and PEFC certified. These
certifications guarantee sustainable paper production and
sustainable forest management.
Annual report 2022
45
Collaborating with our suppliers
for greater responsibility
At Orange Belgium, we are working to ensure that our value
chain has the best possible social and environmental impact.
To do this, we have, amongst other things
a code of conduct for our suppliers;
a CSR clause in our contracts; 88% of our contracts signed
in 2022 will have one;
CSR training for our buyers; 100% of our buyers have been
trained.
We also evaluate the social responsibility performance
(environmental, social and ethical) of suppliers identified as
being at risk.
The aim is to achieve a responsible and constructive
collaboration: all together towards a more sustainable world.
88%
of our contracts signed in
2022 will have a CSR clause
100%
of our buyers have been
trained
Orange Belgium
46
Raising customer awareness
Acting also entails informing and raising the awareness of our
customers. Throughout the year, we offer advice to help them
reduce their carbon footprint.
We advise our customers to choose the device that best
matches their needs. They can opt for an environmentally
friendly device from our Fairphone line or a refurbished
smartphone.
Since 2021, our customers can consult the Eco Rating
related to our devices - on our website or in our shops - in
order to help them make a sustainable purchase decision
(see Eco Rating).
Our agents are also trained to give them advice on the use
and maintenance of their mobile and fixed devices (updating,
efficient battery management, etc.).
When a device reaches the end of its life, it is crucial to return
it to a shop (see RE program) to benefit from all the economic
and environmental advantages.
We also recommend using all the functionalities to reduce
data use, such as the ‘data saver’ function of Instagram,
which only loads videos when the device is connected to a
fixed internet link. Moreover, to make it possible for everyone
to limit their use of data without compromising on the use
of social networks, Orange developed the Eco Filter on
Facebook and Instagram, which dims the images slightly and
enables the reduction of energy consumption. All of these
pieces of advice, and dozens of others, are available on our
blog.
We are aware of the environmental impact of our
business, and as a responsible company, we measure,
communicate and implement a number of measures to
meet our commitments. These measures are part of a
continuous improvement process that we undertake with our
stakeholders.
If we work together, we will succeed in tackling climate
change. This philosophy is embodied in our statement,
“Working together towards a more sustainable world”, and
this mindset must be integrated into all our actions.
Engaged sponsoring
Thousands of ´CurieuzeNeuzen´ for
healthier gardens and green spaces
As an exclusive partner in connectivity and supplier data, we
are proud to continue participating in CurieuzeNeuzen,
a European first.
This is a large-scale innovative experiment being conducted
with the University of Antwerp, various academic partners
and a number of public entities.
Concretely, our connected sensors, developed for this
specific purpose, collected the required data in real time
on the quality & humidity of the soils, gardens, farms and
green spaces, both at private individuals and at participating
companies in Flanders. In total, 5,000 sensors were installed
throughout Flanders.
The results obtained gave a broad overview of the role played
by all of the green spaces in water absorption. But this also
raises new questions. That is why 3,000 citizens once again
signed up to place an intelligent sensor in their garden for
a second measurement campaign, which took place from
March 26
th
to October 1
st
, 2022.
Ultimately, the conclusions will make it possible to have a
more precise management of our patrimony that is better
adapted to real-world conditions.
This study was made possible thanks to cutting-edge
technologies and the quality of our network coverage.
This innovative project is another example of our
environmental and social commitment. Besides furnishing our
technology and network, we are participating in a joint citizen
initiative.
The Agoria Solar Team
In 2021 and 2022, we supported the Agoria Solar Team,
a team of Belgian engineering students, in competition with
other teams worldwide. Their objective? To build the most
innovative solar car and highlight the potential of renewable
energies. As Connectivity Partner, Orange Belgium provided
financial and connectivity support. We were proud to be a
partner of this project carried by enthusiastic young people
whose ideal corresponds to our vision of technology: using
innovation to create a better and more sustainable world.
Annual report 2022
47
Orange Belgium
48
Digital inclusion
Our society is evolving every bit as rapidly as our
technologies. Yet the digital practices of the population as a
whole are not advancing at the same pace. And the digital
divide is growing deeper: in Belgium, Europe and at the
global level. This means that many people are not benefiting
from the possibilities offered by digital, whether in terms of
access to equipment or with regard to skills.
Furthermore, the most precarious persons on the
socioeconomic level are even more affected than others.
Digital exclusion can have three different causes:
geographical reasons: due to poor network coverage,
populations living in low-density areas can have difficulties
connecting their home to a fixed network
economic reasons: low-income populations can have
trouble finding affordable solutions for accessing the digital
world, whether in terms of acquiring a device or paying a
subscription
demographic reasons: this refers, for example, to elderly
persons who have been unable to keep up with the
digitalisation of society or handicapped persons
For all these reasons, we reflect upstream about innovative
solutions for developing hardware, offers and services
that can reach the entire Belgian population, whatever the
individual situation. This is being progressively translated by
tangible commitments and achievements on the ground.
The digital inclusion barometer published by the King
Baudouin Foundation makes it possible to objectivise the
phenomenon based on numerical data in order to better
understand its causes and consequences. This type of
tool provides valuable information that helps us frame the
introduction of new initiatives or confirm the value of ongoing
projects.
For example, the September 2022 barometer revealed that
nearly one in two Belgians (46 %) is in a situation of digital
vulnerability.
We believe that, as an actor in the telecommunications
sector, we have a role to play in giving everyone access
to the possibilities offered by the new technologies and in
making digital a factor fostering equal opportunities.
Impact on the
stakeholders
Focus op de
barometer
digitale inclusie 2022
op de Belgische bevolking tussen
16 en 74 jaar
Het gebruik van
essentiële digitale
diensten neemt toe
Maar
30 %
verschil afhankelijk
van het niveau van
opleiding
e-banking
+2 %
e-health
11 %
e-commerce
+11 %
e-admin
+14 %
Risicogroepen
laag inkomen of
laaggeschoold
55-plussers
werkzoekenden
46 %
is in een situatie
van digitale
kwetsbaarheid
7 % gebruikt het internet
niet
39 % heeft zwakke
digitale vaardigheden
17 %
kan alleen
met de
smartphone
op het
internet
Geen toegang tot meer geavanceerde
IT-tools,
bv. om een cv op te stellen of
online administratie te doen
Annual report 2022
49
Society: our digital inclusion projects
Launch of the Orange Belgium Fund
and an Orange Digital Center
As a trusted partner, we wish to give everyone the keys to
benefit from the digital world responsibly.
The COVID crisis recently demonstrated to all of us the
opportunities offered by the new technologies, but it also
highlighted the disparities for those who don´t have access.
At Orange, we believe that digital is an opportunity, and we
want the largest number possible to have access to it.
So we’re doing everything we can to enable individuals
and organisations to benefit from the possibilities offered
by digital - securely, inclusively, sustainably and with full
autonomy.
We wanted to anchor this engagement in our strategic
plan Engage 2025, wherein we associate the business
performances with a sustainable approach for our customers,
employees, partners and society in general. This plan is
based on 2 pillars, the environment and digital inclusion, and
it entails tangible commitments and achievements on the
ground.
Creating the Orange Belgium Fund and the Orange Digital
Center constitutes a significant advance. These two initiatives
are key structuring projects within the framework of Orange´s
commitment to digital inclusion.
The Orange Foundation is present in Belgium via the Orange
Belgium Fund, which is co-managed by the King Baudouin
Foundation. This corporate fund, dedicated to sponsorship,
is designed to support responsible solidarity projects in
Belgium by furnishing concrete assistance to associations
in the field that are active in digital inclusion. Our priority is
to focus on people who have been excluded from digital,
particularly young persons in precarious situations and
women.
4 different projects and material donation:
Foundation
Orange Belgium
50
2. Two hundred socially vulnerable young people have participated in a digital guidance program
via weekend schools in Brussels with the ASBL TADA, ToekomstATELIERdelAvenir.
Within the framework of our flagship project, we
structurally assist these children aged 10 to 14 by offering
them a digital guidance program.
Our internal teams mobilised around the project to
co-create a digital layer to be added to the learning
programs of the weekend schools.
For young people over age 18 who have already gone
through the weekend schools, i.e. the alumni network,
we created a Digital Club with coaching, mentoring,
internships at Orange and synergies with our partners.
We strive to attract both male and female profiles.
Finally, we wish to expand knowledge about and use of
collaborative tools for those around these young people
through home visits, webinars, etc.
This is an ambitious project that we are proud to carry
together with TADA and the King Baudouin Foundation.
TADA is a bilingual non-profit association that has been
active in Brussels for the past decade and with a proven
track record in the area of inclusion.
In addition, we made the most of the anniversary of our
Orange Thank You loyalty program to launch a donation
campaign, notably in favour of TADA. These donations
were distributed amongst various projects in Belgium that
are linked either to the environment (Natuurpunt/Natagora)
or to digital inclusion. In this way, TADA received €63,078
during the summer of 2022!
€50,000 to support the digital inclusion of refugees in
Belgium. The goal? To provide concrete assistance in
2022/2023 to migrants and the welcoming volunteers on
the ground:
1. 42 institutionalised youths were
introduced to technological tools
in the FabLab ´Tic Tac Lab´ in
Brussels
€32,500 was invested to benefit the ASBL
[non-profit association] Tic Tac Lab! In
this Solidarity FabLab, institutionalised
youths learn to create objects with the
aid of computer-controlled machines.
Launched in 2015 in Belgium, the ASBL
Tic Tac Lab is an initiative designed
to enable children and adolescents to
discover, experiment, learn and have fun
with new technologies (robots, code,
video games, 3D printing, etc.) within
the framework of weekly workshops and
internships.
Annual report 2022
51
3. 300 sessions of individual digital
accompaniment for the most vulnerable
citizens, refugees or seniors in the province of
Antwerp with Digidak
+ 50 sessions of accompaniment to lower the digital
thresholds of the volunteers
4. IT equipment for 75 refugees to facilitate
their administrative steps, housing
and employment search, etc., with La
Plateforme Citoyenne for supporting
refugees in Brussels and Wallonia
+ WiFi connections to enable 3,000 persons to stay
in contact with family and friends in their country of
origin
Our customers were also given the possibility of
participating by choosing to donate via the Orange
Thank You loyalty program! €10,000 were collected in
this way!
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52
Material donation
Gift of 40 refurbished PCs to the BeCentral Foundation
(www.becentralfoundation.org) to support the Code
United project.
These computers were used during free coding and
improvisation internships for 700 children from 8 to 12 years
of age in Brussels, Antwerp, Ghent, Charleroi and Liège !
Gift of refurbished PCs and furniture to help victims in the
Liège region rebuild after the summer 2021 floods with
the ASBL Côté Solidarité
One thousand three hundred power banks were
distributed in Poland to help Ukrainian refugees stay in
contact with their families
Gift of 700 refurbished PCs, in preparation for Ukrainian
citizens, in 2023, responding to a call from the European
Commission.
These computers are currently being cleaned and
refurbished. This is an ambitious project that we are
very happy to carry out in order to support teachers and
schoolchildren in the war zones of Ukraine.
Annual report 2022
53
Orange Digital Center
The other major pillar of our digital inclusion projects is the Orange
Digital Center (ODC), installed in the heart of Brussels at BeCentral.
This free technological space supports innovation and the
development of digital skills.
The ODC specifically targets young people, women and start-ups.
On the program: training courses, digital production workshops,
support to start-ups:
r
48
training sessions given
1,119
people (632 on-site and
487 via webinars)
57%
of those trained in the
FabLab workshops are
women
20
different training courses
14
accelerated start-ups
Orange Belgium
54
A Digital Academy
that offers basic and advanced digital
training courses for all, notably the underprivileged and
persons excluded from digital. The basic training courses
are based on a privileged partnership with the ASBL
WeTechCare, a European leader in digital inclusion, within the
framework of a ´train the trainer´ accompaniment and training
courses specifically intended for computer-illiterate target
groups. The more advanced training courses rely on our
historical partnership with the code school BeCode. We have
developed specific content on the network and 5G, the web,
artificial intelligence and cybersecurity in order to introduce
more young people to these new technologies and improve
their chances in the job market
A
Solidarity FabLab
(digital manufacturing workshop) with
training courses for learning to create objects and robots
with the aid of computer-controlled machines. These training
courses are addressed to different more or less initiated
target groups. It is a veritable production laboratory for
becoming familiar with 3D printers, CNC machines, laser
cutters, digital embroidery machines
Orange Fab
, a start-up accelerator designed to encourage
win-win national and international commercial partnerships
between Orange and expanding start-ups and thus
accompany their growth
Orange Venture
: an investment fund that finances
innovative start-ups
We also showed our commitment by signing various charters
to combine our forces, we joined DigitAll, a coalition of
companies and social and governmental bodies that work
together to improve digital inclusion in Belgium
the ISIT, the Belgian Institute for Sustainable IT, is a non-
profit association that promotes more responsible, ethical
and inclusive technologies and digital services. This think
tank is thus participating in a responsible digital transition
Annual report 2022
55
Structural partnerships
Within our Engage 2025 strategy framework, we favour
partners that are aware of their social responsibility.
This is notably the case for the commercial partners of our
Orange Thank You loyalty program, with particular attention
paid to local, eco-responsible, equitable brands…
At Orange, we are proud to be an active partner and founding
member of BeCode. Because Belgium had a chronic
shortage of developers, three Belgian entrepreneurs decided
in 2016 to create a school dedicated to this competency:
BeCode. The school has already trained some 2,000 people.
This project is a tangible embodiment of our commitment
to digital inclusion. We demonstrated this again recently
with the creation of the Orange Digital Center, the addition
of a ´Networks´ specialisation at BeCode, and the support
furnished by Orange Cyberdéfense to the ´Cybersecurity´
course. We will continue to vigorously support BeCode with
its training projects. In addition to offering these training
courses, BeCode is actively working to strengthen the female
presence in digital positions.
We have also had a partnership with Entra for 22 years
now. Entra’s mission is to propose quality, adapted and
sustainable jobs to people having a handicap. This initiative
made it possible to create 79 positions in different fields:
courier activities, document qualification, encoding activities
and second-line administrative activities.
Orange Belgium became one of the first partners of the Close
the Gap association when it was created in 2003. This NGO
collects used IT equipment from companies and refurbishes
it to become professional tools for educational, medical and
entrepreneurial projects in Belgium or developing countries,
e.g. in schools. In 2022, Orange Belgium donated more than
600 pieces of IT equipment, notably PCs, computer mice,
keyboards and cables.
Orange Belgium
56
Customers: social activity
Network coverage
Access to digital also requires high-quality network coverage.
In 2022, 99.80 % of the Belgian population was covered
by 4G (outdoor). This is excellent coverage, but we’re still
trying to improve it. We watch this coverage rate closely to
ensure that we are furnishing the best standards of quality
and accessibility to the greatest number. We are committed
to offering our services to everyone. Whatever the individual’s
economic or physical situation, we have a solution. For
example, a special platform was introduced in Wallonia,
permitting operators, municipalities and citizens to propose
solutions for the most remote areas. The provision of internal
solutions to hospitals is also one of our priorities.
Social offer
In Belgium, the law stipulates that each operator must
propose a social offer - which is not the case in all countries
where Orange does business. In this context, and in
connection with the commitment to give everyone the keys
to a responsible digital world, the Group adopted the goal of
proposing a social offer in every country where it is present.
“Orange for all” offers a reduction of up to €11.50 per month
on the internet subscription and/or on television and/or fixed
telephony.
The social tariff was set by the authorities and is intended for:
persons over age 65 who do not exceed a certain income
ceiling
persons aged 18 and over having a handicap of at least
66% and who do not exceed a certain income ceiling
persons who have a hearing loss of at least 70dB (for the
best ear)
persons having undergone a laryngectomy
blind military veterans
persons receiving an integration income
This social tariff is granted under certain conditions
established by law, and all requests in this regard are
sent to the Belgian Institute for Postal Services and
Telecommunications (BIPT), the federal regulator, which
reviews the customer´s eligibility (only one social tariff is
attributable per household).
Affordable smartphone
We also propose at least one reference of affordable
smartphones in our line of mobile phones. We make no
compromises on the quality and sustainability of our phones
regarding hardware and software. Although less expensive
phones can be found on the market, they are not sustainable
given that their capacities are poorly adapted to current use.
In addition, their components can be of lesser quality, which
entails their rapid deterioration, and the operating system
can become obsolete more quickly and not be updated.
All of these aspects reduce the service life of the device.
Consequently, we are convinced that purchasing a slightly
more expensive device is preferable to exclusively seeking
the lowest price, which will lead to purchasing another device
sooner than anticipated.
For us, the Xiaomi Redmi 9A meets all the criteria. It offers
a good experience and an excellent quality-price ratio. It is
our most affordable smartphone, and we are delighted to
propose it to our customers for €110.
Annual report 2022
57
Offers to facilitate the acquisition of
mobile phones
To save our customers from having to pay the full price of
a device all at once, we have introduced a mechanism that
facilitates the purchase of mobile phones, thereby reducing
digital exclusion due to economic factors.
We propose two mechanisms:
Either the customer opts for the purchase of his phone
by first paying a small initial amount (when the contract
is signed) and then paying the rest in several instalments
over 24 months with a smart data option, or he buys a new
device linked to a tariff plan that cannot be cancelled for 12
months. This second option makes it possible to benefit from
substantial reductions ranging up to €200 with a GO Extreme
subscription.
These mechanisms benefit digitally excluded persons and
any other person wishing to take advantage of the offer, and
they have been introduced worldwide.
Digital workshops
The digital workshops address the third cause of digital
exclusion: the demographic factor. For many underlying
reasons, a considerable portion of the population lacks the
knowledge and skills that would enable them to act easily
and in complete security within a digital environment. These
people are excluded from the rapidly evolving digital society,
the banks, institutions and public service enterprises that
adopting exclusively digital processes.
Our interactive digital workshops began in 2019 and are
entirely free of charge! These sessions are held in our shops
and seek to inform people about topics such as protecting
personal data, online fraud, screen time, etc. The interactive
mode makes it possible to respond to any questions live and
to furnish tools for accessing this digital world. The pandemic
slowed the development of these workshops, but they are
progressively returning to cruising speed.
Raising customer awareness
One of our priorities is to accompany our customers through
a more secure and inclusive digital world. In addition to our
digital workshops, we continuously share our best practices
with our customers and the general public via our website,
our blogs and our messages on social networks.
Fundraising by SMS
In collaboration with other Belgian telecom operators, Orange
Belgium also supports fundraising campaigns by SMS.
These campaigns are free: the funds raised are paid in full to
the charitable and social initiatives without any administrative
costs. In 2022, this amounted to more than 100,000 SMS
sent.
100,000
SMS sent for fundraising
campaign
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58
Employees: internal dynamics
Employee hiring programmes
At the company level, we grant two days of voluntary service
per person per calendar year to participate in environmental
and digital inclusion projects. This initiative offers a two-
fold advantage: it is fully aligned with our employees’
expectations, commitments and values and contributes to
society and the environment.
One day is thus devoted to individual voluntary service,
and a second to voluntary service in team building, always
linked with CSR. We propose to our teams to strengthen
the relationship amongst colleagues via a relevant project
of their choice selected from the list posted on the platform.
In 2023, encouraged by the enthusiasm of our employees,
we are striving for a major acceleration of these projects and
an increase in the participation rate. To achieve this, we will
develop our internal communication by expanding the list of
projects and sharing participant feedback.
We are capitalising notably on our existing partnerships with
our favourite associations. For example, volunteer employees
have been mobilising for several years to conduct creative
workshops focusing on ICT (information and communication
technologies) as part of the TADA weekend school.
The beneficiaries are socially vulnerable 10-year-olds.
This year’s subjects ranged from the network to the
evolution of phones, passing through geo-localisation in
case of emergency calls. During these sharing moments, the
employees try to inspire the children and always come back
inspired themselves by their enthusiasm and potential. We
are convinced of the importance of these training courses
and hope to strengthen these partnerships structurally.
The CSR Visa
Beyond these examples of engagement in the field, we
encourage our employees to obtain the CSR certificate,
which involves learning about CSR at Orange, so as to
possess a common understanding of the strategy, the
stakes and the commitments on the subject. This initiative
consists of a brief introductory quiz designed to evaluate
the employee’s understanding of CSR and then 2 chapters
of informative content, which represents around 1h15 of
sessions on CSR in general and at Orange. The employee
has to take a final test and obtain a minimum score of 80% to
validate the learning and receive the certificate.
Annual report 2022
59
Orange Belgium is one of the leading
telecommunication operators on the Belgian
market, with over 3 million customers,
and in Luxembourg through its subsidiary
Orange Luxembourg.
As a convergent actor, we provide mobile telecommunication
services, internet and TV to private clients, as well as
innovative mobile and fixed line services to businesses. Our
high-performance mobile network supports 2G, 3G, 4G and
5G technology and is the subject of on-going investments.
Orange Belgium is a subsidiary of the Orange Group, one
of the leading European and African operators for mobile
telephony and broadband internet access, as well as one
of the world leaders for telecommunication services to
enterprises.
Orange Belgium is listed on the Brussels Stock Exchange
(OBEL).
The Management Report for the accounting year ended
on 31 December 2022, consisting of pages xx to xx , has
been prepared in accordance with Articles 3:6 and 3:32
of the Belgian Code of Companies and Associations and
was approved by the Board of Directors on 22 March 2023.
It covers both the consolidated accounts of the Orange
Belgium Group and the statutory accounts of Orange
Belgium S.A. The Corporate Governance statement on pages
140 to 159 is an integral part of this Management Report.
1. Recent events
First Semester of 2022
5G Lab opening in the heart of Liège
After the inauguration of its first 5G Lab in Antwerp in
October 2021, Orange Belgium forged a partnership with
the iconic Grand Poste of Liège, veritable hub dedicated
to creative companies and innovation. The objective of the
5G Lab in Liège is to demystify this new technology and
demonstrate its possibilities and applications. The lab will
also be used to develop and test out innovative and concrete
new 5G applications in collaboration with customers,
prospects and partners.
Orange Belgium opened 5G to all its postpaid
customers
Using the temporary spectrum allowed by the national
regulator BIPT, every eligible postpaid customer, including
those of its b-brand hey! will be able to discover a much
faster network experience, at no additional cost.
Orange launched the Eco Rating for devices and
a new global program RE
The Eco Rating will help consumers identify and compare the
most sustainable mobile phones and encourage suppliers
to reduce the environmental impact of their devices. The
Eco Rating initiative has been created jointly by Deutsche
Telekom, Orange, Telefónica, Telia Company and Vodafone
to provide consistent, accurate information at retail on the
environmental impact of producing, using, transporting,
and disposing of smartphones and feature phones. Orange
Belgium also launches a global program RE : Repair,
Refurbish, Recycle and Return.
Orange Belgium launched its new generation of
TV decoders in March
Based on the Android TV ecosystem, the new interface
allows direct access to the native applications of content
providers such as VRT NU and RTBF Auvio, allowing
customers to get direct access to the content they’re looking
for like 4K support, voice control and recording in the Orange
Management
report
Orange Belgium
60
cloud. Thanks to a partnership with Streamz, customers will
be able to enjoy the entire catalogue of this streaming service
for a period of 3 months, free of charge.
Orange Belgium adapts its prices, upgrades the
data volume of all its mobile subscriptions and
extends the multi card reductions
To absorb the impact of rapidly increasing costs linked to
the economic context, Orange Belgium has adapted several
prices since 1
st
June. As a next-generation operator, always
promising to follow and anticipate its customers’ needs,
Orange Belgium also has improved the content of its offers
and upgraded the data cap of all its Go mobile subscriptions,
with increases ranging from 0.5 to 10 GB, also extending its
multi card reductions.
Our customers can now engage for the
environment and social inclusion through its
Orange Thank You loyalty programme
Orange Belgium will now offer its customers the possibility
to also engage and act by turning their loyalty gifts into
donations for Belgian associations.
New features for its hey! brand: a tariff plan
for youngsters, the Myhey! App and the hey!
community
Orange Belgium has introduced plenty of novelties and an
evolution of its portfolio. The new offer will give discounts
valid for 2 years: 7-15-25€ become 5-10-20€, the hey!
community will has its own online platform, a tariff plan
dedicated to youngsters under 26 years old, and the MyHey!
application to launch in the summer.
Launch of Orange Belgium Fund, a corporate fund
to foster digital and social inclusion
Under the umbrella of the King Baudouin’s Foundation with
the aim of supporting local initiatives, the fund kicks off
with a major partnership with ToekomstATELIERdelAvenir, a
Brussels-based association which accompanies and coaches
socially vulnerable teenagers to help them acquire skills and
maximize their chances on the job market.
Orange Belgium obtained the maximum amount
of key 5G spectrum available in the auction.
Furthermore, it announces the phasing out of 3G
services from mid-2023
After this phase of the auction, Orange Belgium will have
spectrum rights for 2X10 MHz in 700 MHz, 2X10 MHz in
900 MHz, 2X15 MHz in 1800 MHz, 2X15 MHz in 2100 MHz,
and 100 MHz in 3.6 GHz spectrum. The total amount of the
unique license fees is €322 million for a period of 20 years.
The additional spectrum, the maximum with respect to the
new 5G frequencies, will allow Orange Belgium to ensure a
high-quality coverage coupled with a high capacity for its
advanced mobile network for its residential and business
customers. The spectrum obtained in the auction provides
Orange Belgium with the means to realise its 5G ambitions,
while it will also ensure it can provide optimal 4G services.
To further optimize the efficiency of its spectrum use,
Orange Belgium will also start the phasing out of the 3G
technology on its network as from mid-2023, for a definitive
switch-off of 3G in 2025. Its 2G technology will remain until
end of 2028. Orange Belgium guarantees the continuity of
its 4G technology that covers nearly 100% of the Belgian
population.
Orange Belgium launches an Orange Digital
Center, a major hub for initiatives focused on
digital inclusion and innovation
To help reduce the digital divide, Orange Belgium has opened
an Orange Digital Center in the heart of Brussels. The Orange
Digital Center will serve as a support and development
center allowing everyone to acquire and improve their digital
and entrepreneurial skills, with activities ranging from digital
training to coaching for small businesses and start-ups,
offering a genuine trajectory for personal and business
growth.
Second semester of 2022
The Orange 5G Demo Tour kicks off at the coast
allowing customers to experience the power of
5G via the video game Sea of Thieves
Orange Belgium is kicking off the VRT Summer Tour 2022
to give a demonstration of the many possibilities of a
strong, stable, reliable and fast 5G that will also increase
the capacity of the existing 4G network. Orange Belgium
created the mobile, self-standing Orange 5G Demo Trailer
to allow everyone to experiment on the latest generation
of telecommunication technology. Guests will be able to
learn about 5G, ask questions about the technology, play a
game to discover how this technology changes the gaming
experience in various ways.
Orange Belgium launches the Augmented City
app for discovering Antwerp and is a proud main
partner of The Tall Ships Races, thus showcasing
the power of 5G
In association with the City of Antwerp, Orange Belgium is
releasing Augmented City, a mobile application that offers
an augmented reality experience when visiting Antwerp.
It will allow people to visit Antwerp in an original way and
receive more information about its history. Users with a 5G
compatible smartphone enjoy fast access to high-speed
data which enables entertaining and educational augmented
reality features.
Annual report 2022
61
Orange Belgium says THANK YOU to its
customers for raising €265,444 for Belgian
charities via Orange’s Thank You loyalty
program, while redoubling efforts to reduce the
environmental footprint and digital gap
In May 2022, Orange Belgium expanded the Orange Thank
You loyalty program, enabling customers to donate the
value of their loyalty gifts to organizations that support
sustainable practices and promote digital and social
inclusion. This campaign successfully raised a total of
€265,444 for local charities Natuurpunt, Natagora and
ToekomstATELIERdelAvenir (TADA). Meanwhile, Orange
Belgium earned the CO2Neutral label for the 9
th
year in a row.
Orange Belgium’s digital and innovative b-brand
hey! partners up with Royale Union Saint-Gilloise,
starting the 2 August 2022 against Rangers FC in
the UEFA Champions League
Orange Belgium’s b-brand hey! becomes the proud sponsor
of football club Royale Union Saint-Gilloise (USG). The
second of August, hey! did its first appearance as sponsor
of the USG players in the 3
rd
qualifying round of the UEFA
Champions League against Scotland’s Rangers FC. Through
a strong recognition of shared values and to strongly
establish its brand throughout the country, hey! will sponsor
last season’s Belgian vice-champions during the European
games of the UEFA Champions League and UEFA Europa
League, and the games of the Belgian Jupiler Pro League.
Orange Belgium’s multigigabit cloud-native
production network takes form as it accelerates
the deployment of 5G together with its partners
Ericsson, Nokia and Oracle
Orange Belgium is deploying a 5G stand-alone core network
on a cloud-native architecture together with its partners
Ericsson, Nokia and Oracle, allowing virtualized end-to-end
networks and combining the best of technical, IT and data
management solutions. Together they show the full potential
of 5G while investing in next-generation services. Orange
Belgium’s 5G stand-alone core network on a cloud-native
architecture enables network slicing, a network feature
where each isolated slice is independent and can have its
own resources. Each slice is tailored to meet the varying
characteristics of applications in the most efficient and
flexible ways possible. Orange Belgium’s technical team
works closely with the Orange Group Innovation Network
team, which has been co-preparing the integration, and with
Ericsson for the Packet Core, Oracle Communications for
the Signaling and Routing Network Functions, Nokia for the
Subscriber Data Management, and the New Radio.
Orange Belgium celebrates the one-year
anniversary of its B-brand hey! with new deals
and an exclusive party for its community
Orange Belgium proudly announces the first anniversary of
hey!, its B-brand that addresses the needs of digital-savvy
customers. Since its launch a year ago, hey! has successfully
reached Belgian younger generations with new offers and
partnerships and by fostering a strong community spirit
among young clients. The third of October, a special birthday
deal will be launched: 10 GB for €10 for the first 12 months,
which after 1 year becomes 20GB thanks to the loyalty boost.
Moreover, fans keen on treasure hunting will be invited to an
exclusive celebration party on October 15th, at the Atomium
in Brussels.
Orange Belgium and KPN investigate how
Westerschelde can become the world’s smartest
waterway with 5G
Orange Belgium and KPN will investigate how 5G technology
can accelerate the further digitalization of one of Europe’s
most important waterways. To this end, it submitted a grant
application to the European Commission. Today, Petra De
Sutter, Belgian Deputy Prime Minister and Minister of Civil
Service, Public Enterprises, Telecommunications and Post,
presented the projects that were held back by Europe.
And the “5G Estuary” - the Belgium-Netherlands waterway
corridor study by Orange Belgium and KPN, is one of them. A
cross-border digital corridor : The Westerschelde is of great
importance to the economies of Belgium and the Netherlands
and is one of the busiest waterways in the world with
shipping traffic to the seaports of Antwerp, Bruges, Ghent,
Terneuzen and Vlissingen, accounting for more than 150,000
ships per year.
Orange Belgium’s customer experience-focused
network investments result in outstanding scores
in the latest Opensignal benchmark study
Orange Belgium’s mobile network has received top marks
in the recent Opensignal benchmark report. Furthermore,
the operator earned the largest haul of awards in the latest
analysis of the Belgian mobile network experience. With
excellent scores for the customer-centric categories Games
Experience, Upload Speed Experience, Core Consistent
Quality and Excellent Consistent Quality, Orange Belgium
proves its constant focus on an optimal customer experience
in the network. On top of that, Orange Belgium aims to offer
its customers more efficient and faster services.
Orange Digital Center launches a new free
training project: a partnership with La Ferme
du Parc Maximilien to highlight biodiversity and
animal welfare in a pedagogical way
The newly established Orange Digital Center launched
its first training project in cooperation with the ASBL La
Maison, which supports autistic children and adolescents.
Participants with very diverse educational and social
backgrounds attended a training course on design thinking
and the Internet of Things (IoT). Following the success of
this first project, a new project was launched quickly: a
partnership with urban farm La Ferme du Parc Maximilien.
Participants in this initiative worked for this urban farm, which
offers a space to share, play and experiment, for everyone
who wants to reconnect with nature and preserve the
environment.
Orange Belgium launches new gaming pack. Ultra
Gaming allows gamers to enjoy Microsoft’s Xbox
All Access offer: an Xbox Series S console with
24 months of unlimited access to hundreds of
games
The “Ultra Gaming” pack is available for Orange Belgium
customers thanks to a strategic partnership with Microsoft.
Orange Belgium
62
This package includes the Xbox All Access offer: the
next-generation Xbox Series S console with a 24-month
subscription to Xbox Game Pass Ultimate which includes
hundreds of high-quality games, day one releases and
online multiplayer, as well as 5GB additional data for Go
subscriptions. This gaming pack is also attractive for gamers
who want to explore the benefits of cloud gaming thanks to
Orange’s fast and reliable 5G network. With this package,
Orange Belgium and Microsoft team up to deliver access to
popular games like Halo Infinite and Forza Horizon 5 as part
of Xbox Game Pass Ultimate.
Orange Belgium opened Orange 5G Lab in La
Grand Poste in Liège, showcasing over eight 5G
use cases together with local industries
Orange Belgium officially inaugurated its second Orange
5G Lab in Belgium: in La Grand Poste in Liège, inviting
companies to discover, test and develop new innovative use
cases on 5G Stand Alone (5G SA) network technology. State
Secretary for Economic Recovery and Strategic Investments,
Thomas Dermine as well as Karine Dussert-Sarthe, EVP
Marketing, Design and Open Innovation of the Orange
Group supported the grand opening where Orange Belgium
showcased over eight 5G use cases. This Orange 5G Lab will
join the Orange’s international network of 16 other Orange 5G
Lab across Europe, fostering collaboration and innovation on
an unprecedented level.
Orange Belgium to absorb its subsidiary, Upsize
In order to streamline the group organizational structure,
the boards of directors of Orange Belgium and Upsize, a
wholly owned subsidiary of Orange Belgium, have decided to
merge Upsize into Orange Belgium. As a result of the merger,
Orange Belgium will become the sole shareholder of BKM.
Orange Belgium launches the brand HONOR in
its Belgian shops by exclusively adding the vlog-
friendly HONOR 70 to its smartphone portfolio
Orange Belgium launched the HONOR brand in its
smartphone portfolio and has obtained ‘operator exclusivity’
for the launch of the HONOR 70 in Belgium. The elegant
HONOR 70 features a powerful dual camera system as
well as innovative vlogging capabilities. In line with Orange
Belgium’s commitment to offer its customers sustainable
products, the HONOR 70 has an Eco-Rating of 81, making it
one of the greenest smartphones in the catalogue.
Orange Belgium signs DigitAll charter, confirming
its commitment of continuous investment to
improve digital inclusion in Belgium
Orange Belgium signed the Charter for Digital Inclusion in
Belgium to demonstrate its commitment to improving digital
inclusion in Belgian society. Orange Belgium will continue
to improve digital inclusion within and outside its own
organisation by supporting campaigns that make digital
inclusion a top priority, since the real scale of the problem
for those affected by the digital divide is still insufficiently
appreciated by the general public. Reducing the digital gap
together. Digital inclusion is an important social priority for
Orange Belgium. Despite the hopeful results of the DESI
report, the new Digital Inclusion Barometer (of the King
Baudouin Foundation) shows that 46% of Belgians are
digitally vulnerable. In the presence of founding partners
BNP Paribas Fortis and Proximus, Orange Belgium signed
the Charter for Digital Inclusion in Belgium to demonstrate its
commitment to improving digital inclusion in Belgian society.
The Charter for Digital Inclusion in Belgium, a commitment
by the private, public and social sectors in the country that
reflects the commitment of the signatory organisations to
work together to promote digital inclusion at all levels in
Belgian society.
Orange Belgium substantially upgrades all its
mobile data volumes and pursues its segmented
strategy to enrich its Orange offers and remain
ultracompetitive with hey!
As a next-generation operator Orange Belgium promises
to follow and anticipate its customer needs. Therefore,
it will minimally double the data cap of all its Go mobile
subscriptions, with data volumes up to 300GB. All residential
customers will benefit from this extra data abundance. The
continuous improvement of Orange Belgium’s offers towards
the European standards in terms of data abundance will
lead the Orange brand in becoming more premium and
increasingly attractive for families. Hence, mobile customers
who add fixed internet and/or TV (thus become convergent)
or add extra mobile subscriptions (thus become multicard),
enjoy an extra discount up to 14€ per subscription. To also
absorb the impact of rapidly increasing costs linked to the
economic context and continue its (network) investments,
Orange Belgium will adapt several prices. The changes will
be effective as from January 15, 2023. The current economic
context is marked by unseen levels of inflation. Energy
prices, prices of technological equipment, wholesale tariffs
and salary costs are rapidly growing. This impacts the cost
structure of Orange Belgium, its suppliers, and its partners.
Therefore, the operator needs to adapt several prices to
maintain Orange Belgium’s quality of services and level of
investment.
Orange Belgium responds to European
Commission’s initiative “Laptops for Ukraine”
with donation of devices and extra support via the
Orange Belgium Fund
Orange Belgium is donating 700 laptops to Ukraine’s civil
society and €50,000 to digital inclusion NGOs in Belgium
via its Orange Belgium Fund. This contribution is a response
to the Laptops for Ukraine donation campaign launched by
the European Commission at the beginning of this month,
but it is also a concrete materialization of the operator’s
commitment to more digital inclusion.
Annual report 2022
63
2. Comments on the consolidated accounts prepared according to
IFRS standards
The scope of consolidation includes the following companies:
Orange Belgium S.A. (100%), the parent company, and
Orange Belgium’s subsidiaries: the Luxembourgian company
Orange Communications Luxembourg S.A. (100%), IRISnet
S.C.R.L. (28.16%), Smart Services Network S.A. (100%),
Walcom Business Solutions S.A. (100%), A3COM S.A.
(100%), A & S Partners S.A. (100%), Upsize N.V. (100%
consolidated till 30 June 2022), BKM N.V. (100%), CC@PS
BV (100%) and MWingz S.R.L. (50%).
Orange Belgium S.A.
(the company’s ultimate majority
shareholder is Orange S.A.) is one of the main actors on the
telecommunications market in Belgium and Luxembourg.
Orange Belgium is listed on the Brussels Stock Exchange
(OBEL).
Orange Communications Luxembourg S.A.
, a company
organized and existing under the laws of Luxembourg,
was acquired as of 2 July 2007 by Orange Belgium S.A.
The purchase concerned 90% of the shares of Orange
Communications Luxembourg S.A. The remaining 10% of
shares were acquired on 12 November 2008. The company
has consolidated the results of Orange Communications
Luxembourg S.A. for 100%, as of 2 July 2007.
IRISnet S.C.R.L
. is a company constituted in July 2012 in
collaboration with the Brussels authorities in order to take
over the activities performed by the temporary association
IRISnet, and is responsible for the operation of the Irisnet
2 optical fiber network and for the provision of fixed
telephony, data transmission services (internet, e-mail) and
other network related services (video-conferencing, video
surveillance, etc.).
The take-over of the activities took place on 1 November
2012. In this new legal structure, Orange Belgium S.A.
contributed in cash for €3,450,000 equivalent to 345,000
shares out of the 1,225,000 shares issued by the company.
Due to the deal structure, IRISnet S.C.R.L. is accounted for in
the accounts using the equity method.
Smart Services Network S.A.
(SSN) is a Belgian company
that distributes telecommunication and energy services
including those of Orange Belgium and Luminus. SSN’s
route to market is based on the principle of multi-level
marketing. SSN’s network consists of more than 1,000
independent consultants. Smart Services Network S.A., a
company organized and existing under the laws of Belgium,
was created as of 30 September 2014. Orange Belgium
S.A. contributed in cash for €999,900 equivalent to 9,999
shares out of the 10,000 shares issued by the company.
Atlas Services Belgium S.A. contributed in cash for €100
equivalent to 1 share. In 2016, Orange Belgium S.A.
contributed in cash in the capital increase of Smart Services
Network S.A. for €700,000, equivalent to 7,000 shares. On
25 March 2022, the carried forwarded losses have been
integrated in the capital of the company for an amount of
€1,041,610.41 and a capital increase of €341,610.41 has
been funded. After these transactions, the capital of the
company amounts to €1,000,000.00.
Walcom Business Solutions S.A.
, a company organized
and existing under the laws of Belgium, was created as of
13 July 2017. Walcom Business Solutions S.A. specializes in
the sales of telecommunication products and services for the
professional market. Orange Belgium S.A. contributed in cash
for €60,885 equivalent to 99 shares of the 100 shares issued
by Walcom Business Solutions S.A. Walcom S.A., liquidated
during the accounting year 2020, contributed in cash for
€615 equivalent to 1 share. The results of Walcom Business
Solutions S.A are fully consolidated by the company since 13
July 2017.
A3Com S.A.
was already an exclusive Orange Belgium
agent, specialized in telecommunications product sales
and services for residential customers through a network of
12 Orange shops located in the Brussels region. A3Com S.A.,
a company organized and existing under the laws of Belgium,
was acquired as of 30 September 2017 by Orange Belgium
S.A. The purchase concerned 100% of the 630 shares of
A3Com S.A. The results of A3Com S.A. are fully consolidated
by the company since 1 October 2017.
A&S Partners S.A.
also an existing Orange Belgium agent,
provides telecommunications services to B2B customers
within the Brussels region via a dedicated sales team
of 35 professionals under the name of AS Mobility. A&S
Partners S.A., a company organized and existing under the
laws of Belgium, was acquired as of 30 September 2017 by
Orange Belgium S.A. The purchase concerned 100% of the
620 shares of A&S Partners S.A. The results of A&S Partners
S.A. are fully consolidated by the company since 1 October
2017.
Upsize N.V. (up to 30 June 2022)
was a holding company
that was acquired on 31 July 2019 for an enterprise value
of €52,400,000.00. The purchase concerned 100% of the
60,000 shares of Upsize N.V. The results of Upsize N.V. have
been fully consolidated by the company since 1 August
2019 till 30 June 2022.On 1 July 2022, Upsize N.V. has been
merged with Orange Belgium S.A. As from that date the later
became owner at 100% of BKM N.V.
BKM N.V.
is a nationwide ICT integrator and a pioneer in
cloud UCC solutions. Since 1 July 2022, Orange Belgium
S.A. owns 100% of the 2,329 shares of BKM N.V. BKM N.V.
has a solid track-record in the SME and CMA markets in
Belgium. BKM N.V. has 220 specialist staff who work in four
areas of expertise: Unified Communications & Collaboration
(UCC) solutions; IT & security solutions; Document & Visual
solutions; and Connectivity solutions.
CC@PS BV
provides document and visual solutions to SME
customers via a team of 13 professionals, mainly in West
Flanders. BKM N.V. owns 100% of the 750 shares of CC@
PS BV.
MWingz S.R.L.
is a joint operation between Orange
Belgium S.A. and Proximus S.A., each owning 50% of the
company that will manage the unilateral and shared mobile
radio access network of both shareholders. In 2019 both
companies decided to build a shared mobile radio access
Orange Belgium
64
network with the objective to meet customers’ increasing
demand for mobile network quality and deeper indoor
coverage. The agreement will also allow a faster and more
comprehensive 5G roll-out in Belgium. While sharing the
common part of their mobile radio access networks, both
companies will continue to have full control over their own
core network and spectrum assets ensuring differentiated
services. MWingz S.R.L. is a company organized and created
under the laws of Belgium and was created as of 6 December
2019.
Orange Belgium S.A. contributed in cash for €1 equivalent to
1 share out of the 2 shares issued by the Company. Proximus
S.A. contributed in cash for €1 equivalent to 1 share. In April
2020, Orange Belgium did participate in the capital increase
of MWingz S.R.L. for €1,599,999. Orange Belgium holds 50%
of the shares of MWingz S.R.L. This company started the
operational activities as from 1 April 2020.
2.1 Consolidated statement of comprehensive income
In €m
FY 2021
FY 2022
change
Mobile customers (excl. MVNOs)
5 232
5 539
5.9%
Revenues
1 363.5
1 391.2
2.0%
Retail service revenues
945.1
1 009.5
6.8%
Equipment sales
141.1
147.7
4.7%
Wholesale revenues
241.9
210.2
-13.1%
Other revenues
35.3
23.8
- 32.5%
EBITDAaL
353.0
373.7
5.9%
% of Revenues
25.9%
26.9%
Net profit (loss) for the period
39.7
58.2
+46.6%
Earnings per share (€)
0.66
0.97
+47.0%
eCapex
1
-204.1
-220.0
7.8%
% of Revenues
15.0%
15.8%
Operating cash flow
2
148.9
153.7
3.2%
Organic cash flow
104.8
-115.2
-209.9%
Net financial debt
69.5
190.7
+174.4%
Net financial debt / Reported EBITDAaL
0.2
0.5
1. eCapex excluding licence fees. In 2022 Orange Belgium capitalized 253.6 millions
2. Operating cash flow defined as EBITDAaL – eCapex excluding licence fees.
Revenues
Group revenues reached €1,391.2 million in 2022, up by
2.0% in comparison to last year. Retail service revenues
amounted to €1,009.5 million, up by 6.8%, supported by
convergent service revenues (+13.0%) and fixed revenues
(+14.2%). Additionally, equipment sales increased, while
wholesale and other revenues decreased.
Result of operating activities before depreciation
and other expenses
EBITDAaL increased by 5.9% to €373.7 million due to higher
retail service revenues driven by higher retail service revenues
and supported by tough cost control and some positive one-
offs. The margin improved 97bp as it reached 26.9%.
Total operational expenses for the full year increased by 0.7%
to €1,014.8 million. The following provides an overview of the
different expenses:
Direct costs remained flat, +0.5% to €574.0 million
Labour costs grew by 5.7% to €157.0 million already
importantly by higher salary indexation in 2022.
Indirect costs decreased by 1.7% to €283.7million mainly
driven by cost management.
In €m
FY 2021
FY 2022
change
Direct costs
-570.9
-574.0
0.5%
Labour costs
-148.6
-157.0
5.7%
Indirect costs including RouA
-288.7
-283.7
-1.7%
of which RouA
-54.1
-53.7
-1 008.2
-1 014.8
0.7%
Annual report 2022
65
Depreciation and other expenses
Depreciation and amortization decreased from €279.2 million
in 2021 to €246.5 million in 2022.
Impairment of goodwill
Goodwill is tested for impairment each year.
For BKM N.V.,
as the recoverable value did not exceed the carrying amount,
an impairment of €22.4 million was recorded in 2022 on
top of the €14.9 million recorded at year end 2021. Other
goodwill has remained unchanged.
EBIT
EBIT increased from €55.7 million in 2021 to €95.7 million in
2022.
Financial result
Net financial expenses increased from €3.2 million in 2021 to
€14.1 million in 2022. The increase is mainly due to the costs
of guarantee for contract execution paid in the context of
VOO acquisition.
Taxes
Full-year tax expense increased from €12.8 million in 2021 to
€23.5 million in 2022 due to the increase of taxable profit.
Net profit and earnings per share
The full-year net profit for year 2022 was €58.2 million.
Earnings per share totaled €0.97 in 2022, compared to €0.66
for the previous restated year.
2.2 Consolidated statement of
financial position
Assets
Goodwill
is tested for impairment each year. For BKM N.V.,
as the recoverable value did not exceed the carrying amount,
an impairment of €14.9 million was recorded at year end
2021. For the same reason a second impairment has been
recorded at year end 2022 reducing the value of the BKM
N.V. goodwill to nihil. Other goodwill remained unchanged.
No other impairment losses were recorded in 2022. The
carrying year-end value is €67.0 million.
Intangible assets
mainly relate to mobile licenses and
spectrum fees. The net carrying value at year-end was
€784.6 million compared to €247.4 million at the previous
year-end. The increase comes mainly from the spectrum
licenses acquired and paid in 2022 or to be paid mainly in
2023 and during the period of availability for use.
Property, plant and equipment
mainly comprises network
facilities and equipment. The net book value at year-end was
€644.6 million compared with €662.8 million at 2021 year-
end.
Rights-of-use assets
relate to the application of IFRS
16, decreased from €299.2 million to €260.3 million as of
31 December 2022.
Non-current derivatives assets
amount to €9.9 million
and correspond to the fair value of financial derivatives
instruments set in place in the context of the interests
hedging strategy.
Inventories
increased by €1.5 million to €25.5 million, mainly
due to out of stocks for some references related to the
electronic component crisis noted end of 2021.
Trade receivables
decreased from €188.1 million at the
end of 2021 to €166.4 million as of 31 December 2022. This
decrease results mainly from less open Roaming invoices at
year end.
Other current assets and prepaid expenses
decreased by
€1.3 million to €11.4 million in 2022, driven mainly by lower
prepaid expenses.
Other assets related to contracts with customers
totaled
€71.5 million, an increase of €9.9 million compared to 2021.
This variation is due to evolution of the number of subsidized
contracts and the increased in value of the subsidized offers.
Cash and cash equivalents
decreased by €17.8 million to
€35.9 million at the end of 2022. More details on cash flows
can be found in the cash flow statement.
Total equity and liabilities
Total equity
increased by €64.8 million to €689.0 million. The
change in retained earnings (€64.8 million) results mainly from
the net profit for the period (€58.6 million) and the variation of
OCI.
Non-current liabilities
increased from €464.9 at the end
of 2021 to €557.1 million at the end of 2022. The variation
is split between decreases in non-current lease liabilities
(-€37.7 million) and in non-current dismantling provisions
(-€22.6) compensated by the increase in non-current fixed
assets payable (€150.3 million) related to the spectrum
acquired in 2022.
Current liabilities
increased to €845.5 million at the end of
2022 from €570.6million at the end of 2021. This increase is
mainly the result of the recognition of spectrum acquired in
2022 but payable in June 2023 and July 2023 in current fixed
assets payable, the use of the Credit Facility Agreement in
2022 for 104.2 million and a decrease in Trade payable for
-€35 million.
Dividends
The Board of Directors will not propose a dividend or
dividend authorization for the financial year 2022 at the
Annual General Meeting considering the upcoming spectrum
auctions and the balance sheet impact of the acquisition of
VOO.
Orange Belgium
66
2.3 Liquidity and capital resources
Cash flows
Orange Belgium uses Operating cash flow and Organic cash
flow as the main performance metrics for analyzing cash
generation. The table below shows the reconciliation to net
debt.
Operating cash flow
is defined as EBITDAaL less eCapex
(excluding license fees). Operating cash flow increased
by €4.8 million mainly due to higher EBITDAaL (+€20.7
million compared to 2021), partially offset by an increase in
investments of €15.9 million.
Organic cash flow
measures the net cash provided by
operating activities less eCapex and the repayment of lease
liabilities, increased by proceeds from sale of property, plant
and equipment and intangible assets and adjusted for the
payments for acquisition of telecommunications licenses.
Organic cash flow decreased from €104.8 million to €-115.2
million, mainly explained by the spectrum licenses acquisition
paid in 2022.
Organic cash flow from telecom activities
corresponds
to the organic cash flow adjusted for the spectrum license
acquisition. In 2022 this KPI amounted to €105.3 million
compared to €126.6 million for the year ended 31 December
2021.
in €m
FY 2021
FY 2022
EBITDAaL
353.0
373.7
eCapex
1
-204.1
-220.0
Operating cash flow
2
148.9
153.7
Net profit (loss) before the period
39.7
58.2
Adjustments to reconcile net profit (loss) to cash generated from operations
397.9
392.5
Changes in working capital requirements
-21.2
-25.3
Other net cash out
-48.6
-35.8
Net cash provided by operating activities
367.9
389.5
eCapex and license fees
-225.9
-473.6
Increase (decrease) in fixed assets payables
14.7
20.5
Repayment of lease liabilities
-51.8
-51.6
Organic cash flow
104.8
-115.2
Elimination of telecommunication licenses paid
21.8
220.5
Organic cash flow from telecom activities
126.6
105.3
1. eCapex excluding license fees. In 2022 Orange Belgium capitalized 556.9 million.
2. Operating cash flow defined as EBITDAaL – eCapex excluding license fees.
Net debt
Net debt at year-end was €190.7 million, compared to
€69.5 million at the end of 2021. It includes an Orange
S.A. revolving credit facility and credit lines from banks.
Intercompany short-term borrowing increase by €104.7
million due to spectrum auctions financing. This short-term
liability position will be refinanced by a long-term loan in 2023
once the remaining licenses acquired will be paid.
As at 31 December 2022 gearing remained very conservative
with a net debt / EBITDAaL ratio of 0.5x.
€m, period ended
31.12.2021
31.12.2022
Cash & cash equivalents
Cash
-24.0
-35.9
Cash equivalents
-29.8
0.0
-53.7
-35.9
Financial liabilities
Intercompany short-term borrowing
0.0
104.7
Third parties short-term borrowing
1.5
1.1
Intercompany long-term borrowing
121.8
120.8
123.3
226.6
Net debt (Financial liabilities minus cash and cash equivalents)
69.5
190.7
Net debt/Reported EBITDAaL
0.2
0.5
Annual report 2022
67
3. Orange Belgium S.A.’s statutory accounts 2022
The statutory income statement and balance sheet are
presented on pages 135 to 137. As for the exhaustive annual
accounts of Orange Belgium S.A., please refer to the Central
Balance Sheet Office website (http://www.nbb.be/en). Key
changes in statutory income statement and balance sheet
are essentially identical to those discussed in section 2 of this
Management Report.
4. Events after the reporting period
Orange Belgium and Telenet sign two
commercial wholesale agreements
providing access to each other’s
Hybrid Fiber Coaxial and Fiber to the
Home networks
Orange Belgium and Telenet have signed two commercial
fixed wholesale agreements, which entry into force is subject
to the completion of the transaction related to the acquisition
of 75% minus one share of VOO by Orange Belgium.
The agreements will provide access to each other’s fixed
networks for a 15-year period and cover both current Hybrid
Fiber Coaxial and future Fiber to the Home technologies
in both network areas. Orange Belgium believes these
agreements will foster investment, benefit the customer
and competition in the Belgian telecom market. With these
agreements, Orange Belgium firstly secures an access to
Telenet’s Hybrid Fiber Coaxial network and to its future
Fiber to the Home network for 15 years, a key enabler to
strengthen its nationwide convergent strategy. Combined
with its state-of-the-art mobile network and with the
modernization of the VOO network in the regions of Wallonia
and Brussels-Capital, Orange Belgium will democratize
the multi-gigabit fixed and mobile speed experience all
over the country. Secondly, Orange Belgium will provide
Telenet wholesale access to VOO and Brutélé’s Hybrid Fiber
Coaxial network and to its future Fiber to the Home network
in the regions of Wallonia and Brussels-Capital. It will also
secure Telenet as a wholesale customer, increasing network
penetration and return on modernization investments. The
entry into force of these agreements is subject to completion
of the transaction for the acquisition of 75% minus one
share of VOO by Orange Belgium which requires notably the
approval of the European Commission.
RAN sharing agreement between
Orange Belgium and Proximus
On 25 November 2019, Orange Belgium and Proximus
signed an agreement with the purpose of establishing a
50-50 joint venture on radio mobile access network sharing,
covering 2G, 3G, 4G and 5G technologies. Telenet lodged a
complaint with the national competition authority against this
agreement. On 10 January 2020 the Competition Authority
decided by means of provisional measures, that the BIPT
could further assess the agreement for an additional period
of 2 months. These measures expired on 16 March 2020
and Orange Belgium and Proximus have resumed works
for the implementation of the project. On 1 April 2020 both
companies transferred the relevant people to the newly
created joint operation “MWingz”.
On 30 January 2023 the Prosecutor published its decision
that the RAN-sharing agreement does not lead to a (potential)
restriction of competition, not at the level of the spectrum
auction, nor in the retail and wholesale markets for mobile
telecommunication services. By this decision, the Telenet
complaint against the agreement is closed without further
consequences for the agreement. As the deadline to appeal
is expired, the decision is final.
VOO Acquisition
On 20 March 2023, the European Commission has approved
the acquisition of 75% minus one share of the capital of VOO
SA by Orange Belgium. This decision, which validates the
commitments already taken by Orange Belgium, allows the
company to move forward with the acquisition.
None of the above-mentioned events were adjusting events
and no other adjusting events arose between the balance
sheet date and the date at which the financial statements
have been authorized for issue.
5. Outlook
Orange Belgium expects low single-digit revenue growth
in 2023 considering further uptake on its postpaid and
convergent customer base.
For 2023, the Company expects EBITDAaL between
€360 million and €375 million. This range is iso-market and
does not include the integration of VOO
In addition, total eCapex is expected to be between
€210 million and €230 million.
The outlook 2023 does not take into account the integration
of VOO.
Orange Belgium
68
6. Legal disputes
The following section summarizes Orange Belgium’s legal
disputes.
Telecom masts
Since 1997, certain municipalities and four provinces Since
1997, certain municipalities and four provinces have adopted
local taxes, on an annual basis, on pylons, masts or antennas
erected within their boundaries. Orange Belgium continues
to file fiscal objections against each tax assessment notice
received concerning these taxes. These taxes are currently
being contested in Civil Courts (Courts of First Instance -
Tax Chamber and Courts of Appeal).
The mobile operators have concluded beginning of 2021
an agreement for the period 2021-2022 with the Walloon
government. Orange Belgium engages itself to pay an
amount of €1.78 million over 2 years and to invest an
incremental amount of €3.6 million in telecom infrastructure
in the Walloon region in the period 2021-2022. An amount
of €491.833,48 was paid in December 2021 to the Walloon
region. This is the first tranche of €0,9 million from which
the taxes received from local authorities for 2021 have been
deducted. After deduction of the local taxes levied for 2021
and 2022 to the second tranche of €446.625 of the protocol
agreement, no contribution was due any more to the Walloon
region in December 2022. The contribution to be paid to the
Walloon region in February 2023 will be determined by the
end of January 2023, taking into account all local taxes 2021
and 2022 levied and/or known by that date.
Access to Coditel Brabant (Telenet)’s
cable network
After Orange Belgium paid the provision for the cable
wholesale access set-up fees, Coditel Brabant (Telenet)
failed to provide such access within the regulatory 6-month
period. This, in combination to the lack of progress on the
development of an effective wholesale service, prompted
Orange Belgium to initiate legal action against Coditel/Telenet
for breach of its regulatory obligations end of December
2016. As the implementation of a technical solution was still
ongoing beginning 2018, the proceedings were put on hold.
The case was reactivated and Telenet submitted briefs on 6
March 2020. Hearings took place in October 2021 and on 8
December 2021 the court decided that Telenet committed
a fault because it did not respect the regulation on granting
Orange Belgium access to its network. An expert was
appointed to calculate the damages. The expert filed his
report and his fees on 18 November 2022 before the court.
Parties can exchange briefs about the report and the fees.
A final judgment can be expected in Q2 2023.
Euphony Benelux NV in bankruptcy
On 2 April 2015, Orange Belgium was summoned by the
receivers of Euphony Benelux NV to a hearing on 17 April
2015 at the Brussels Commercial Court. The bankruptcy
receivers claim that Orange Belgium should pay a provisional
amount of one (1) euro for overdue commissions as well as
an eviction fee. In this context, the bankruptcy receivers claim
that Orange Belgium should submit all relevant documents
to allow the bankruptcy receivers to calculate the amounts
claimed.
On 17 April 2018, the Court dismissed the claim relating to
the eviction fee and appointed an expert for the claim relating
to the overdue commissions. Orange Belgium has filed an
appeal at the Brussels Court of Appeals. An introductory
hearing took place and the Court of Appeals has set a
calendar for the filing of trial briefs.
The case was handled before the Brussels Court of Appeals
at the hearing of 3 October 2022.
By judgment rendered
on 25 October 2022, the Court declared the claim of airtime
commissions as well as the claim of additional compensation
completely unfounded.
The Court left one point open as it
decided it did not have sufficient information to address it
and reopened the pleadings at the hearing of 24 April 2023.
Transitpoints – interconnection links
Telenet included in its regulated reference offer of 2014 a
charge of 5.000€ per GB internet interconnect traffic capacity.
The charges were not mentioned in any final regulatory price
decision. This charge was not applied during 2014, 2015,
2016, 2017. Only as of 2018 Telenet started charging this
amount, for each transitpoint and each interconnect capacity
increase. Orange Belgium systematically disputed the
amounts charged for the transitpoints.
The May 2020 wholesale charges decision imposes only
a charge of ~€170/month per 100 GB. Orange Belgium
continued to refuse to pay any charges based on the old
amounts. Telenet started a legal procedure before the
enterprise court of Mechelen. On 22 April 2022 the enterprise
court rejected almost fully the claim of Telenet by retaining an
amount of €21.750 of Telenet’s claim (i.e. only the amount for
the monthly fees). Telenet lodged an appeal before the Court
of Appeal of Antwerp.
The Court of Appeal fixed a calendar for exchanging briefs
and a hearing will take place on 6 September 2023.
Review of the 2018 market analysis
decisions
The CRC initiated its review of the 2018 market analysis
decisions that define the framework for the regulation of the
cable, copper and fibre networks in Belgium. A new final
decision is not expected in 2023.
New spectrum allocation (700, 900,
1400 MHz), renewal of existing
spectrum attributions (900, 1800, 2100
MHz)
On 21 October 2021, the Council of Ministers approved the
Royal Decrees that govern the 5G- and spectrum renewal
auctions. The Royal Decrees were published on 23 December
2021, and contain spectrum set-asides for a potential new
entrant operator.
Annual report 2022
69
On 14 January 2022, the BIPT published the call for
candidates for the auction on the allocation of new 5G
spectrum (700 MHz, 1400 MHz, 3600 MHz) and the renewal
of the existing 2G and 3G spectrum (900MHz, 1800 MHz,
2100MHz).
New spectrum allocations : 700, 3600 and 1400
MHz
The auctions for the core 5G frequency bands ended on
20 June 2022. Orange obtained 2x10 MHz in the 700 MHz
frequency band and 100 MHz in the 3.6 GHz frequency
band, for a total of €178 million. The rights of use started
September 1, 2022 for a period of 20 years for 700 MHz and
until May 2040 for the 3.6 GHz band.
On 20 July 2022 the supplemental auction to allocate 90 MHz
of spectrum in the 1400 MHz frequency band for a 20-year
term ended. Orange obtained 30Mhz for a price of €70
million. These rights will start July 1
st
, 2023.
Renewal of existing spectrum attributions : 900,
1800 and 2100 MHz
Concerning the licenses in the 900 MHz, 1800 MHz and 2100
MHz bands, which expired in March 2021, the BIPT granted
successive temporary rights of use in these bands for a
period of six months. The last decision of 13 September 2022
granted temporary rights until the end of 2022.
In the auction, that ended June 20, 2022, Orange Belgium
obtained 2 X 10 MHz in the 900 MHz band, 2 X 15 MHz in the
1800 MHz band, and 2 X 15 MHz in the 2100 MHz band.
The new rights of use for the 900, 1800, 2100 MHz bands
started on 1 January 2023. The amount for the acquisition of
these licenses is €144 million and the licenses are valid for a
period of 20 years.
Telenet initiated a legal action against the spectrum Royal
Decrees in which spectrum is reserved for a new entrant (700
MHz, 900-1800-2100 MHz). The procedure is still going on
5G Security
The law concerning the security of 5G networks was
approved by the federal parliament on 17 February 2022 and
entered into force on 21 March 2022.
A first executive Royal Decree concerning the identification
of sensitive zones was published on 25 November 2022. The
other executive Royal Decrees are expected to be published
early 2023.
RAN sharing agreement between
Orange Belgium and Proximus
On 25 November 2019, Orange Belgium and Proximus
signed an agreement with the purpose of establishing a
50-50 joint venture on radio mobile access network sharing,
covering 2G, 3G, 4G and 5G technologies. Telenet lodged a
complaint with the national competition authority against this
agreement. On 10 January 2020 the Competition Authority
decided by means of provisional measures, that the BIPT
could further assess the agreement for an additional period
of 2 months. These measures expired on 16 March 2020
and Orange Belgium and Proximus have resumed works
for the implementation of the project. On 1 April 2020 both
companies transferred the relevant people to the newly
created joint operation “MWingz”.
On January 30, 2023 the Prosecutor published its decision
that the RAN-sharing agreement does not lead to a (potential)
restriction of competition, not at the level of the spectrum
auction, nor in the retail and wholesale markets for mobile
telecommunication services. By this decision, the Telenet
complaint against the agreement is closed without further
consequences for the agreement. As the deadline to appeal
is expired, the decision is final.
Social tariffs in the telecom sector
The federal government is reforming the modalities (technical,
financial, operational) of the social tariff for certain user
groups.
Over the month of December 2021, a public consultation on
the draft law to review the social tariffs was organized by the
BIPT. The federal government reached a political agreement
on the reform in November 2022. Among the new proposals
are a change of the group of beneficiaries, the review of the
allocation process of the social tariff, and the definition of a
social tariff offer as a basic fixed internet service, eventually
in combination with TV. The modalities of the new approach
still need to be further defined. The new social tariff scheme
is expected to be implemented as of 1 January 2024.
Orange Belgium
70
7. Justification of the application of the going concern accounting
principles
In view of Orange Belgium Group’s financial results of the
financial year ending 31 December 2022, the company is not
subject to the application of article 3:6 §1 (6°) of the Belgian
Code of Companies and Associations relating to provision of
evidence of the application of the going concern accounting
rules.
8. Other disclosures require in accordance with art. 3:6 and 3:32 of
the Belgian Code of Companies and Associations
Art 3:6 §1.4
– Research and development: activities are
carried out in this respect and especially in the field of the
cable. Orange Belgium recently developed a patent and
benefits from fiscal deductions due to its R&D activities.
Art 3:6 §1.7
– Treasury shares: reference should be made to
note 9 of the IFRS financial statements.
Art 3:6 §1.7
– Use of financial instruments: reference should
be made to note 8 of the IFRS financial statements.
Art 3:6 §4/ Art 3:32 §2
– Non-financial information
disclosure. In accordance with Art 3:6 §4 and Art 3:32 §2,
Orange Belgium S.A. is exempted from the obligation to
prepare and disclose the non-financial information since it is
also a subsidiary of Orange S.A. who prepares a consolidated
Board of Directors’ annual report in accordance with the
applicable EU directive
Annual report 2022
71
Orange Belgium
72
74 --
Consolidated financial statements
74 ------------------ Consolidated statement of comprehensive income
75 ------------------
Consolidated statement of financial position
76 ------------------
Consolidated cash flow statement
77 ------------------ Consolidated statement of changes in equity
78 ------------------ Segment information
82 --
Notes to the consolidated financial statements
82 ------------------ Note 1: Description of business and basis of preparation of the
consolidated financial statements
93 ------------------ Note 2: Sales, trade receivables, other current and non-current assets
95 ------------------ Note 3: Expenses, prepaid and inventory
99 ------------------ Note 4: Goodwill
102 ---------------- Note 5: Other intangible assets and property, plant and equipment
106 ----------------Note 6: Taxes and levies
107 ---------------- Note 7: Interests in associates
108 ----------------
Note 8: Financial assets, liabilities and financial result
113 ---------------- Note 9: Shareholders’ equity
113 ---------------- Note 10: Commitments and contingencies
114 ---------------- Note 11: (Non)-current provisions
115 ---------------- Note 12: Related parties
116 ---------------- Note 13: Liabilities related to contracts with customers and other
assets related to contracts with customers
118 ---------------- Note 14: Lease agreements
119 ----------------
Note 15: Significant accounting policies
131 ---------------- Note 16: Subsequent events
132 ---------------- Note 17: Glossary
134 Orange Belgium S.A. annual accounts 2022
In this document, unless otherwise indicated, the terms “the company” and “Orange Belgium S.A.” refer to Orange Belgium Société Anonyme
(formerly Mobistar), and the terms “Orange Belgium”, “the Group” and “the Orange Belgium Group” refer to the Orange Belgium company
together with its consolidated subsidiaries.
Consolidated
financial
statements
Annual report 2022
73
74
1.
Consolidated financial statements
1.1
Consolidated statement of comprehensive income
in thousand EUR
Ref.
31.12.2022
31.12.2021
2
Retail service revenues
1 009 493
945 145
2
Convergent service revenues
288 030
254 975
2
Mobile only service revenues
596 861
578 828
2
Fixed only service revenues
81 136
71 078
2
IT & Integration services
43 466
40 264
2
Equipment sales
147 745
141 130
2
Wholesale revenues
210 178
241 940
2
Other revenues
23 798
35 257
2
Revenues
1 391 214
1 363 472
3
Purchase of material
-185 867
-185 409
3
Other direct costs
-381 269
-376 851
3
Impairment loss on trade and other receivables, including contract assets
-6 910
-8 672
3
Direct costs
-574 046
-570 932
3
Labour costs
-157 022
-148 615
3
Commercial expenses
-28 521
-33 789
3
Other IT & Network expenses
-103 872
-97 359
3
Property expenses
-11 055
-8 508
3
General expenses
-62 782
-63 587
3
Other indirect income
33 177
28 848
3
Other indirect costs
-56 948
-60 177
3/14
Depreciation of right-of-use assets
-53 712
-54 085
3
Indirect costs
-283 713
-288 656
3
Other restructuring costs (*)
-11 032
-4 035
5
Depreciation and amortization of other intangible assets and property, plant and equipment
-246 549
-279 206
4
Impairment of goodwill
-22 433
-14 937
5
Impairment of fixed assets
-1 066
-1 638
7
Share of profits (losses) of associates
390
276
Operating Profit (EBIT)
95 745
55 729
8
Financial result
-14 132
-3 232
8
Financial costs
-14 132
-3 232
8
Financial income
0
0
Profit (loss) before taxation (PBT)
81 613
52 497
6
Tax expense
-23 454
-12 774
Net profit (loss) for the period
58 159
39 723
Profit (loss) attributable to equity holders of the parent
58 159
39 723
Consolidated Statement of Comprehensive Income
Net profit (loss) for the period
58 159
39 723
Other comprehensive income (cash flow hedging net of tax)
6 595
-260
Total comprehensive income for the period
64 754
39 463
Part of the total comprehensive income attributable to equity holders of the parent
64 754
39 463
Basic earnings per share (in EUR)
0.97
0.66
Weighted average number of ordinary shares (excl. treasury shares)
59 944 757
59 944 757
Diluted earnings per share (in EUR)
0.97
0.66
Diluted weighted average number of ordinary shares (excl. treasury shares)
59 944 757
59 944 757
* Restructuring costs consist of contract termination costs, redundancy charges and acquisition & integration costs.
75
1.2
Consolidated statement of financial position
in thousand EUR
Ref.
31.12.2022
31.12.2021
ASSETS
4
Goodwill
67 041
89 474
5
Other intangible assets
784 626
247 439
5
Property, plant and equipment
644 600
662 770
14
Rights-of-use assets
260 331
299 164
7
Interests in associates
6 151
5 760
8
Non-current financial assets
1 370
2 219
8
Non-current derivatives assets
9 926
0
5
Other non-current assets
720
701
6
Deferred tax assets
1 604
1 800
Total non-current assets
1 776 369
1 309 327
3
Inventories
25 493
24 024
2
Trade receivables
166 445
188 127
13
Other Assets related to contracts with customers
71 514
61 653
Current financial assets
1
417
8
Current derivatives assets
463
243
2
Other current assets
8 447
7 724
6
Operating taxes and levies receivables
3 720
9 167
6
Current tax assets
277
283
3
Prepaid expenses
2 927
4 975
8
Cash and cash equivalents
35 896
53 735
Total current assets
315 182
350 347
Total Assets
2 091 551
1 659 672
EQUITY AND LIABILITIES
9
Share capital
131 721
131 721
Legal reserve
13 172
13 172
Retained earnings (excl. legal reserve)
544 089
479 263
Equity attributable to the owners of the parent
688 982
624 156
Total equity
688 982
624 156
8
Non-current financial liabilities
120 794
121 809
14
Non-current lease liabilities
217 517
255 251
5
Non-current fixed assets payable
150 348
0
Non-current employee benefits
28
73
5/11
Non-current provisions for dismantling
58 103
80 656
11
Other non-current liabilities
1 899
2 580
6
Deferred tax liabilities
8 413
4 558
Total non-current liabilities
557 102
464 927
5
Current fixed assets payable
256 520
71 654
3
Trade payables
223 860
258 822
8
Current financial liabilities
105 797
1 461
14
Current lease liabilities
44 553
44 669
8
Current derivatives liabilities
463
243
3
Current employee benefits
37 041
34 110
11
Current provisions for dismantling
6 787
9 065
3
Current restructuring provisions
2 105
1 127
3
Other current liabilities
7 096
7 082
6
Operating taxes and levies payables
85 843
75 491
6
Current tax payables
13 322
10 653
13
Liabilities related to contracts with customers
61 085
56 022
Deferred income
995
191
Total current liabilities
845 467
570 590
Total Equity and Liabilities
2 091 551
1 659 672
76
1.3
Consolidated cash flow statement
in thousand EUR
Ref.
31.12.2022
31.12.2021
Operating Activities
Consolidated net profit
58 159
39 723
Adjustments to reconcile net profit (loss) to cash generated from operations
6
Operating taxes and levies
27 301
25 783
5
Depreciation and amortization of other intangible assets and property, plant and equipment
246 549
279 206
3/14
Depreciation of right-of-use assets
53 712
54 085
4
Impairment of goodwill
22 433
14 937
5
Impairment of non-current assets
1 066
1 638
Gains (losses) on disposal
-1 085
-1 725
Changes in other provisions
-1 850
-1 045
7
Share of profits (losses) of associates and joint ventures
-390
-276
6
Income tax expense
23 454
12 774
8
Finance costs, net
14 132
3 232
Operational net foreign exchange and derivatives
175
-27
Share-based compensation
98
686
2
Impairment loss on trade and other receivables, including contract assets
6 910
8 672
Changes in working capital requirements
392 504
397 941
3
Decrease (increase) in inventories, gross
-2 195
3 003
Decrease (increase) in trade receivables, gross
14 778
10 727
3
Increase (decrease) in trade payables
-35 088
-37 718
13
Change in other assets related to contracts with customers
-9 953
1 538
13
Change in liabilities related to contracts with customers
5 063
-2 946
Changes in other assets and liabilities
2 054
4 196
Other net cash out
-25 341
-21 200
Operating taxes and levies paid
-11 503
-35 288
Interest paid and interest rates effects on derivatives, net
-5 106
-3 816
6
Income tax paid
-19 211
-9 508
Net cash provided by operating activities
389 503
367 852
Investing Activities
Purchases of property, plant and equipment and intangible assets
5
Purchases of property, plant and equipment and intangible assets
-776 917
-225 881
Increase (decrease) in fixed assets payables
323 852
14 659
Cash paid for investments securities and acquired businesses, net of cash acquired
0
-150
Decrease (increase) in securities and other financial assets
429
54
Net cash used in investing activities
-452 636
-211 318
Financing Activities
8
Long term debt issuance
480 052
512 920
8
Long-term debt redemptions and repayments
-481 514
-594 817
14
Repayment of lease liabilities
-51 645
-51 834
8
Increase (decrease) of bank overdrafts and short-term borrowings
98 402
10
Purchase of treasury shares
0
112
9
Dividends paid to owners of the parent company
0
-30 007
Net cash used in financing activities
45 295
-163 616
Net change in cash and cash equivalents
-17 839
-7 082
8
Cash and cash equivalents -opening balance
53 735
60 816
o/w cash
23 957
32 030
o/w cash equivalents
29 778
28 786
Cash change in cash and cash equivalents
-17 839
-7 082
8
Cash and cash equivalents - closing balance
35 896
53 735
o/w cash
35 896
23 957
o/w cash equivalents
0
29 778
77
1.4
Consolidated statement of changes in equity
in thousand EUR
Ref.
Share
capital
Legal
reserve
Retained
earnings
Treasury
shares
Total
equity
Balance at 31 December 2021
131 721
13 172
479 263
0
624 156
Net profit for the period
0
0
58 159
0
58 159
Other comprehensive income
0
0
6 595
0
6 595
Total comprehensive income for the period
0
0
64 754
0
64 754
Employee - Share-based compensation
0
0
98
0
98
9
Balance as at 31 December 2022
131 721
13 172
544 089
0
688 982
in thousand EUR
Ref.
Share
capital
Legal
reserve
Retained
earnings
Treasury
shares
Total
equity
Balance at 31 December 2020
131 721
13 172
470 551
-1 519
613 925
Net profit for the period
0
0
39 723
0
39 723
Other comprehensive income
0
0
-260
0
-260
Total comprehensive income for the period
0
0
39 463
0
39 463
9
Treasury Shares
0
0
-1 519
1 519
0
Employee - Share-based compensation
0
0
776
0
776
9
Declared dividends
0
0
-30 007
0
-30 007
Balance as at 31 December 2021
131 721
13 172
479 263
0
624 156
78
1.5 Segment information
Consolidated statement of comprehensive income for the year ended 31 December 2022
in thousand EUR
31.12.2022
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
Retail service revenues
963 378
46 115
1 009 493
Convergent service revenues
288 030
288 030
Mobile only service revenues
558 314
38 547
596 861
Fixed only service revenues
73 568
7 568
81 136
IT & Integration services
43 466
43 466
Equipment sales
134 742
13 003
147 745
Wholesale revenues
199 313
16 778
-5 913
210 178
Other revenues
35 756
62
-12 020
23 798
Total revenues
1 333 189
75 958
17 933
1 391 214
Direct costs
-557 079
-34 899
17 932
-574 046
Labour costs
-149 793
-7 229
-157 022
Indirect costs, of which
-266 035
-17 679
-283 713
Operational taxes and fees
-26 452
-849
-27 301
Depreciation of right-of-use assets
-49 522
-4 190
-53 712
Other restructuring costs
-11 015
-17
-11 032
Depreciation, amortization of other intangible assets and property, plant and equipment
-237 005
-9 544
-246 549
Impairment of goodwill
-22 433
-22 433
Impairment of fixed assets
1 066
-1 066
Share of profits (losses) of associates
390
390
Operating Profit (EBIT)
89 155
6 590
95 745
Net financial income (expense)
-13 862
-270
-14 132
Profit (loss) before taxation (PBT)
75 293
6 320
81 613
Tax expense
-23 101
-353
-23 454
Net profit (loss) of the period
52 192
5 967
58 159
Reconciliation from EBITDAaL to net profit (loss) for the period for the year ended 31 December 2022
in thousand EUR
31.12.2022
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
EBITDAaL
357 566
16 151
373 717
Share of profits (losses) of associates
390
390
Impairment of goodwill
-22 433
-22 433
Impairment of fixed assets
-1 066
-1 066
Depreciation, amortization of other intangible assets and property, plant and equipment
-237 005
-9 544
-246 549
Other restructuring costs
-11 015
-17
-11 032
Finance lease costs
2 718
2 718
Operating profit (EBIT)
89 155
6 590
95 745
Financial result
-13 862
-270
-14 132
Profit (loss) before taxation (PBT)
75 293
6 320
81 613
Tax expense
-23 101
-353
-23 454
Net profit (loss) for the period
52 192
5 967
58 159
79
Consolidated statement of comprehensive income for the year ended 31 December 2021
in thousand EUR
31.12.2021
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
Retail service revenues
899 717
45 428
945 145
Convergent service revenues
254 975
254 975
Mobile only service revenues
541 156
37 672
578 828
Fixed only service revenues
63 322
7 756
71 078
IT & Integration services
40 264
40 264
Equipment sales
127 219
13 911
141 130
Wholesale revenues
232 852
14 999
-5 911
241 940
Other revenues
47 717
1 952
-14 412
35 257
Total revenues
1 307 505
76 290
-20 323
1 363 472
Direct costs
-553 503
-37 753
20 324
-570 932
Labour costs
-140 598
-8 017
-148 615
Indirect costs, of which
-271 393
-17 262
-288 656
Operational taxes and fees
-22 932
-2 851
-25 783
Depreciation of right-of-use assets
-49 680
-4 405
-54 085
Other restructuring costs
-3 877
-158
-4 035
Depreciation, amortization of other intangible assets and property, plant and equipment
-271 124
-8 082
-279 206
Impairment of goodwill
-14 937
-14 937
Impairment of fixed assets
-1 638
-1 638
Share of profits (losses) of associates
276
276
Operating Profit (EBIT)
50 711
5 018
55 729
Net financial income (expense)
-3 106
-126
-3 232
Profit (loss) before taxation (PBT)
47 605
4 892
52 497
Tax expense
-11 351
-1 423
-12 774
Net profit (loss) for the period
36 254
3 469
39 723
Reconciliation from EBITDAaL to net profit (loss) for the period for the year ended 31 December 2021
in thousand EUR
31.12.2021
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
EBITDAaL
339 751
13 258
353 009
Share of profits (losses) of associates
276
276
Impairment of goodwill
-14 937
-14 937
Impairment of fixed assets
-1 638
-1 638
Depreciation, amortization of other intangible assets and property, plant and equipment
-271 124
-8 082
-279 206
Other restructuring costs
-3 877
-158
-
-4 035
Finance lease costs
2 260
2 260
Operating profit (EBIT)
50 711
5 018
55 729
Financial result
-3 106
-126
-3 232
Profit (loss) before taxation (PBT)
47 605
4 892
52 497
Tax expense
-11 351
-1 423
-12 774
Net profit (loss) for the period
36 254
3 469
39 723
80
Consolidated statement of financial position for the year ended 31 December 2022
in thousand EUR
31.12.2022
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
Goodwill
16 177
50 864
67 041
Other intangible assets
760 158
24 468
784 626
Property, plant and equipment
626 554
18 046
644 600
Rights-of-use of assets
248 500
11 831
260 331
Interests in associates and joint ventures
6 151
6 151
Non-current assets included in the calculation of the net financial debt
1 370
1 370
Non-current derivative assets
9 926
9 926
Other
478
1 846
2 324
Total non-current assets
1 669 314
107 055
1 776 369
Inventories
24 384
1 109
25 493
Trade receivables
141 486
26 799
-1 840
166 445
Prepaid expenses
1 935
992
2 927
Current assets included in the calculation of the net financial debt
23 650
12 709
36 359
Other
84 667
6 258
-6 966
83 959
Total current assets
276 121
47 867
-8 806
315 182
Total assets
1 945 435
154 922
-8 806
2 091 551
Total equity
688 982
688 982
Non-current employee benefits
28
28
Non-current fixed assets liabilities
141 088
9 260
150 348
Non-current liabilities included in the calculation of the net financial debt
120 794
120 794
Non-current lease liabilities
207 817
9 700
217 517
Other
64 262
4 153
68 415
Total non-current liabilities
533 989
23 113
557 102
Current fixed assets payable
251 058
5 462
256 520
Trade payables
202 917
22 783
-1 840
223 860
Current employee benefits
35 972
1 069
37 041
Deferred income
996
996
Current financial liabilities
105 771
6 992
-6 996
105 797
Current lease liabilities
42 423
2 130
44 553
Current liabilities included in the calculation of the net financial debt
463
463
Others
169 084
7 154
176 238
Total current liabilities
808 682
45 590
-8 806
845 467
Total equities and liabilities
1 342 671
68 703
680 176
2 091 551
81
Consolidated statement of financial position for the year ended 31 December 2021
in thousand EUR
31.12.2021
Orange
Belgium
Orange
Luxembourg
Interco
elimination
Orange
Belgium
Group
Goodwill
38 610
50 864
89 474
Other intangible assets
240 217
7 222
247 439
Property, plant and equipment
643 980
18 790
662 770
Rights-of-use assets
286 564
12 600
299 164
Interests in associates and joint ventures
5 760
5 760
Non-current assets included in the calculation of the net financial debt
2 219
2 219
Other
479
2 022
2 501
Total non-current assets
1 217 829
91 489
1 309 327
Inventories
22 849
1 175
24 024
Trade receivables
155 128
36 008
-3 009
188 127
Prepaid expenses
1 591
3 384
4 975
Current assets included in the calculation of the net financial debt
43 398
10 580
53 978
Other
83 663
3 197
-7 016
79 244
Total current assets
306 028
54 344
-10 025
350 347
Total assets
1 523 856
145 842
-10 025
1 659 672
Total equity
624 156
624 156
Non-current employee benefits
73
73
Non-current liabilities included in the calculation of the net financial debt
121 809
121 809
Non-current lease liabilities
244 542
10 709
255 251
Other
82 271
5 523
87 794
Total non-current liabilities
448 695
16 232
464 927
Current fixed assets payable
69 956
1 698
71 654
Trade payables
228 890
32 941
-3 009
258 822
Current employee benefits
32 427
1 653
34 110
Deferred income
191
191
Current financial liabilities
42 779
1 890
44 669
Current liabilities included in the calculation of the net financial debt
1 686
7 034
-7 016
1 704
Other
155 321
4 119
159 440
Total current liabilities
531 280
49 335
-10 025
570 590
Total equity and liabilities
979 974
65 567
614 131
1 659 672
82
2. Notes to the consolidated financial
statements
Note 1: Description of business and basis of preparation of the
consolidated financial statements
1.
Description of business
Orange Belgium S.A.
(the company’s ultimate majority shareholder is Orange S.A.) is one of the main actors on the
telecommunications market in Belgium and Luxembourg. Orange Belgium is listed on the Brussels Stock Exchange (OBEL). As a
convergent actor, the company provides mobile telecommunication, internet and TV services to residential clients, as well as
innovative mobile and fixed line services to businesses and large corporates. Orange Belgium also acts as a wholesale operator,
providing its partners with access to its infrastructure and service capacities. Orange Belgium’s high-performance mobile network
supports 2G, 3G, 4G, 4G+ and 5G technology and is the subject of on-going investments.
Orange Communications Luxembourg S.A.
, incorporated under the laws of Luxembourg, was acquired as of 2 July 2007 by
Orange Belgium S.A. The purchase concerned 90% of the shares of Orange Communications Luxembourg S.A. The remaining 10%
of shares were acquired on 12 November 2008. The results of Orange Communications Luxembourg S.A. are fully consolidated by
the company since 2 July 2007.
Smart Services Network S.A
. (SSN) is a Belgian company that distributes telecommunication and energy services including those
of Orange Belgium and Luminus. SSN’s route to market is based on the principle of multi-level marketing. SSN’s network consists
of more than 1,000 independent consultants.
Smart Services Network S.A.
, incorporated under the laws of Belgium, was created as of 30 September 2014. Orange Belgium
S.A. contributed in cash for 999,900 euros equivalent to 9,999 shares out of the 10,000 shares issued by the company. Atlas Services
Belgium S.A. contributed in cash for 100 euros equivalent to 1 share. This one share has been sold by Atlas Services Belgium S.A.
to Orange Belgium S.A. during the accounting year 2020.
In 2016, Orange Belgium S.A. contributed in cash to the capital increase of Smart Services Network S.A. for 700,000 euros,
equivalent to 7,000 shares.
On 25 March 2022, the carried forwarded losses have been integrated in the capital of the company for an amount of 1,041,610.41
euros and a capital increase of 341,610.41 euros has been funded. After these transactions, the capital of the company amounts to
1,000,000.00 euros.
IRISnet S.C.R.L
. is a company constituted in July 2012 in collaboration with the Brussels authorities in order to take over the
activities performed by the temporary association Irisnet and is responsible for the operation of the Irisnet 2 optical fiber network
and for the provision of fixed telephony, data transmission services (internet, e-mail) and other network-related services (video-
conferencing, video surveillance, etc.).
The take-over of the activities took place on 1 November 2012. In this new legal structure, Orange Belgium S.A. contributed in cash
for 3,450,000 euros equivalent to 345,000 shares out of the 1,225,000 shares issued by the company.
Walcom Business Solutions S.A.
, incorporated under the laws of Belgium, was created as of 13 July 2017. Walcom Business
Solutions S.A. specializes in the sales of telecommunication products and services for the professional market. Orange Belgium
S.A. contributed in cash for 60,885 euros equivalent to 99 shares of the 100 shares issued by Walcom Business Solutions S.A.
Walcom S.A. contributed in cash for 615 euros equivalent to 1 share. The results of Walcom Business Solutions S.A. are fully
consolidated by the company since 13 July 2017. As a result of the dissolution and liquidation of Walcom S.A. during the accounting
year 2020 all shares are held now by Orange Belgium S.A.
A3Com S.A.
was already an exclusive Orange Belgium agent, specialized in telecommunications product sales and services for
residential customers through a network of 12 Orange shops located in the Brussels region. A3Com S.A., incorporated under the
laws of Belgium, was acquired as of 30 September 2017 by Orange Belgium S.A. The purchase concerned 100% of the 630 shares
of A3Com S.A. The results of A3Com S.A. are fully consolidated by the company since 1 October 2017.
A&S Partners S.A.,
also an existing Orange Belgium agent, provides telecommunications services to B2B customers within the
Brussels region via a dedicated sales team of 35 professionals under the name of AS Mobility. A&S Partners S.A., incorporated
under the laws of Belgium, was acquired as of 30 September 2017 by Orange Belgium S.A. The purchase concerned 100% of the
620 shares of A&S Partners S.A. The results of A&S Partners S.A. are fully consolidated by the company since 1 October 2017.
83
Upsize N.V
. was a holding company that was acquired on 31 July 2019 for an enterprise value of €52.4 million. Upsize N.V. was
100% shareholder of BKM N.V. On 1 July 2022, Upsize N.V. has been merged with Orange Belgium S.A. Due to this transaction,
Orange Belgium S.A. became 100% shareholder of BKM N.V. The results of Upsize N.V. have been fully consolidated by the
company since 1 August 2019 till 30 June 2022.
BKM N.V.
is a nationwide ICT integrator and a pioneer in cloud UCC solutions. It has a solid track-record in the SME and CMA
markets in Belgium. BKM N.V. has 220 specialist staff who work in four areas of expertise: Unified Communications & Collaboration
(UCC) solutions; IT & security solutions; Document & Visual solutions; and Connectivity solutions. BKM N.V. is 100% shareholder of
CC@PS B.V.
CC@PS B.V
. provides document and visual solutions to low SME customers via a team of 13 professionals, mainly in West Flanders.
MWingz S.R.L
. is a joint operation between Orange Belgium S.A. and Proximus S.A., each owning 50% of the company that will
manage the unilateral and shared mobile radio access network of both shareholders. In 2019 both companies decided to build a
shared mobile radio access network with the objective to meet customers’ increasing demand for mobile network quality and deeper
indoor coverage. The agreement will also allow a faster and more comprehensive 5G roll-out in Belgium. While sharing the common
part of their mobile radio access networks, both companies will continue to have full control over their own core network and
spectrum assets ensuring differentiated services. MWingz S.R.L. is incorporated under the laws of Belgium and was created on 6
December 2019. Orange Belgium S.A. contributed in cash for 1 euro equivalent to 1 share out of the 2 shares issued by the Company.
Proximus S.A. contributed in cash for 1 euro equivalent to 1 share. In April 2020, Orange Belgium participated in the capital increase
of MWingz S.R.L. for 1,599,999 million euros. Orange Belgium holds 50% of the shares of MWingz S.R.L. This company started
operational activities as from 1 April 2020.
On 29 June 2016, Orange Belgium S.A. subscribed in the capital of
Belgian Mobile ID S.A
. (for 6.28% or 1,745,853.92 euros), with
four banks and the two other mobile telecom operators of the country, to collaborate on the establishment of a mobile identification
system for both private and professional users. With this mobile solution, Belgian Mobile ID S.A. wants to make it easier for anyone
with a mobile phone and a bank account or an eID to digitally log in, confirm transactions and even sign documents. In April 2018,
Orange Belgium S.A. further contributed in cash to the capital increase of Belgian Mobile ID S.A. for 1,846,294.43 euros (or 6.28%
of the total shares).
In April 2019, Orange Belgium S.A. led the series B funding of
CommuniThings S.A
. through a €1.3m investment (for a stake of
10.45%). Orange Belgium S.A. invested directly into one of its Orange-Fab scale-ups, CommuniThings, and embarks on a
commercial partnership to market state-of-the-art smart parking solutions. Orange Belgium S.A., Finance.Brussels S.A. and Essex
Innovation invested in total €3 million. In line with Orange’s support of IoT solutions over its IoT networks, the investment will be
combined with a long-term partnership to commercialize CommuniThings’ smart parking solutions across Belgium. In addition, the
investment will serve CommuniThings’ global expansion efforts as it spearheads the roll-out of its platform over IoT networks. In
2020, Orange Belgium participated in an additional capital increase of CommuniThings through a 0.35 million euros investment. In
April 2021, Orange Belgium participated again in the capital increase of CommuniThings through a 0.35 million euros investment.
Orange Belgium S.A. holds, directly or indirectly (e.g. through other subsidiaries), less than 20% of the voting power of Belgian
Mobile ID S.A. and CommuniThings S.A. and as such, it is presumed that Orange Belgium S.A. does not have significant influence.
Moreover, generating surplus value is not the main purpose of the investment in Belgian Mobile ID S.A. and CommuniThings S.A.
Following the period of exclusive negotiations that began on 22 November 2021 and the approval of the board of directors of Enodia,
Orange Belgium and Nethys have signed on 24 December 2021 an agreement for the acquisition by Orange Belgium of 75% less
one share of
VOO S.A
. The transaction is based on an enterprise value of 1.8 billion euros for 100% of the capital. This acquisition
represents a major step forward in Orange Belgium's national convergent strategy and will increase investment and competition in
the telecommunications sector for the benefit of customers and the competitiveness of the Walloon and Brussels regions.
VOO is a telecom operator that owns the cable network in the Walloon region and part of the Brussels region. VOO offers a portfolio
of fixed and mobile telephony, broadband Internet and television services. With the acquisition of VOO, Orange Belgium will have a
very high-speed network in Wallonia and part of Brussels, thus reinforcing the deployment of its convergent strategy at national
level.
The investment plan, consisting of cable modernization and fiber optic (FTTH) rollouts, and the pooling of the two companies’ skills
will make it possible to ensure and strengthen the quality of VOO's network in the long term, serving customers and the
competitiveness of the Walloon and Brussels regions. Orange's industrial project, the complementary nature of its assets and teams
and the excellent working conditions within the two companies will offer attractive prospects for the employees of VOO and Orange
Belgium. Orange Belgium is committed to developing WBCC, VOO's call center, and intends to strengthen BeTV.
84
Nethys will retain a minority stake in VOO and governance rights to guarantee the implementation of the industrial and social project.
Orange is offering Nethys the possibility of converting its stake in VOO into Orange Belgium shares to secure the development of
VOO and Orange Belgium through further integration between the two companies.
The enterprise value of 1.8 billion euros for 100% of the capital corresponds to an EBITDA multiple of 9.5x. This transaction will
generate significant synergies, mainly related to the transfer of VOO's MVNO business to Orange Belgium's network. Post synergies,
the EBITDA multiple amounts to 6.5x. Orange Belgium, which currently has a very low debt leverage, will finance this transaction
through an intra-Group loan.
On 20 March 2023, the European Commission has approved the acquisition of 75% minus one share of the capital of VOO SA by
Orange Belgium. This decision, which validates the commitments already taken by Orange Belgium, allows the company to move
forward with the acquisition.
85
2.
Scope of consolidation
The parent company and the subsidiaries listed below are included in the scope of consolidation as at 31.12.2022:
Orange Belgium S.A.
Parent company, incorporated under Belgian law
Limited company with publicly traded shares Avenue du Bourget 3
B - 1140 Brussels
Belgium
Company identification number: BE 0456 810 810
Orange Communications Luxembourg S.A.
100% of the shares held by Orange Belgium S.A.
8, rue des Mérovingiens
L - 8070 Bertrange
Luxembourg
Company identification number: LU 19749504
IRISnet S.C.R.L.
28.16% of the shares held by Orange Belgium S.A.
Accounted for by equity method
Avenue des Arts 21
B - 1000 Brussels
Belgium
Company identification number: BE 0847 220 467
Smart Services Network S.A.
100% of the shares held by Orange Belgium S.A.
Avenue du Bourget 3
B - 1140 Brussels
Belgium
Company identification number: BE 0563 470 723
Walcom Business Solutions S.A.
100% of the shares held by Orange Belgium S.A.
Avenue du Bourget 3
B - 1140 Brussels
Belgium
Company identification number: BE 0678 686 036
A3Com S.A.
100% of the shares held by Orange Belgium S.A.
Rue Américaine 61-65
1050 Ixelles
Belgium
Company identification number: BE 0471 336 856
A&S Partners S.A.
100% of the shares held by Orange Belgium S.A.
Rue Américaine 61-65
1050 Ixelles
Belgium
Company identification number: BE 0885 920 794
Upsize N.V. (till 30 June 2022)
100% of the shares held by Orange Belgium S.A.
Herkenrodesingel 37 A
B - 3500 Hasselt
Belgium
Company identification number: BE 0827 982 892
86
BKM N.V.
100% of the shares held by Orange Belgium S.A.
(since 1 July 2022)
Herkenrodesingel 37 A
B - 3500 Hasselt Belgium
Company identification number: BE 0453 298 222
CC@PS B.V.
100% of the shares held by BKM N.V.
Ommegang Zuid 20
B – 8840 Westrozebeke
Belgium
Company identification number: BE 0867 295 509
MWINGZ S.R.L.
50% of the shares held by Orange Belgium S.A.
Simon Bolivarlaan 34
B - 1000 Brussel
Belgium
Company identification number: BE 0738 987 372
There are no significant restrictions on the assets and liabilities of the subsidiaries and associates included in the scope of
consolidation.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date such control ceases.
Date of authorization for issue of the financial statements
On 22 March 2023, the Board of Directors of Orange Belgium S.A. reviewed the 2022 consolidated financial statements and
authorized them for issue.
The 2022 consolidated financial statements will be approved on 3 May 2023 by the General Assembly of Shareholders which still
has the power to amend the consolidated financial statements after issue.
87
3.
Basis of preparation
The consolidated financial statements are presented in thousand euros except when otherwise indicated. The Group's functional
and presentation currency is the Euro. Each entity within the Group applies this functional currency for its financial statements.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
Statement of compliance
The consolidated financial statements of Orange Belgium S.A. and all its subsidiaries have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as adopted by the European Union, and with the legal and regulatory
requirements applicable in Belgium.
The principles applied to prepare financial data relating to the 2022 financial year are based on:
-
all the standards and interpretations endorsed by the European Union compulsory as of 1 January 2022;
-
the recognition and measurement alternatives allowed by the IFRS:
Standard
Alternative used
IAS 1
Accretion
expense
on
operating
liabilities
(employee benefits, environmental liabilities)
Classification as financial expenses
IAS 2
Inventories
Measurement of inventories determined by the weighted
average unit cost method
IAS 7
Interest paid and received dividends
Classification as net operating cash flows
IAS 16
Property, Plant and Equipment
Measurement at amortized historical cost
IAS 38
Intangible Assets
Measurement at amortized historical cost
In the absence of any accounting standard or interpretation, management uses its judgment to define and apply an accounting
policy that will result in relevant and reliable information, such that the financial statements:
-
fairly present the Group’s financial position, financial performance and cash flows;
-
reflect the economic substance of transactions;
-
are neutral;
-
are prepared on a prudent basis; and
-
are complete in all material respects.
Changes to accounting policies are described below and in note 15 “Significant accounting policies”.
Changes in accounting policy and disclosures
The accounting policies and methods of computation adopted in the preparation of the consolidated financial statements have
remained unchanged compared to those followed in the preparation of the consolidated financial statements for the year ended 31
December 2021.
EBITDAaL and eCapex remained the key performance indicators.
These operating performance indicators are used by the Group:
-
to manage and assess its operating and segment results; and
-
to implement its investment and resource allocation strategy.
The Group’s management believes that the presentation of these indicators is relevant as it provides readers with the same
management indicators as those used internally.
EBITDAaL
corresponds to operating income before depreciation and amortization of fixed assets, effects resulting from business
combinations, reclassification of cumulative translation adjustment from liquidated entities, impairment of goodwill and fixed assets,
share of profits (losses) of associates and joint ventures, and after interests on debts related to financed assets and on lease liabilities,
adjusted for:
-
significant litigation;
-
specific labour expenses;
-
fixed assets, investments, and businesses portfolio review;
-
restructuring program costs;
-
acquisition and integration costs;
-
and, where appropriate, other specific elements.
88
The measurement indicator allows for the effects of certain specific factors to be isolated, irrespective of their recurrence and the
type of income and expense, when they are linked to:
-
significant litigation:
Significant litigation expenses correspond to risk reassessments regarding various litigations. Associated procedures are based on
third-party decisions (regulatory authority, court, etc.) and occurring over a different period to the activities at the source of the
litigation. By their very nature, costs are difficult to predict in terms of their source, amount and period;
-
fixed assets, investments and businesses portfolio review:
The Group constantly reviews its fixed assets, investments, and businesses portfolio: as part of this review, decisions to dispose of
or to sell assets are implemented, which by their very nature have an impact on the period during which they occur;
-
restructuring program costs:
The adjustment of Group activities in line with changes in the business environment may also incur other types of transformation
costs. They include restructuring costs. These actions may have a negative effect on the period during which they are announced
and implemented. For illustrative purposes, and not limited to, this could include some of the transformation plans approved by the
internal governance bodies;
-
acquisition and integration costs:
The Group also incurs costs which are directly linked to the acquisition and integration of entities. These are primarily legal and
advisory fees, registration fees and earn-outs;
-
where applicable, other specific elements that are systematically specified in relation to income and/or expenses
.
EBITDAaL is not a financial aggregate as defined by IFRS and is not comparable to similarly titled indicators used by other groups.
It is provided as additional information only and should not be considered as a substitute for operating income or cash flow provided
by operating activities.
eCapex
relate to acquisitions of property, plant and equipment and intangible assets excluding telecommunications licenses and
financed assets minus the price of disposal of fixed assets. They are used internally as an indicator to allocate resources. eCapex
are not a financial aggregate defined by IFRS and may not be comparable to similarly-titled indicators used by other companies.
The Group uses organic cash flow from telecom activities as an operating performance measure for telecom activities as a whole.
Organic cash flow from telecom activities corresponds to net cash provided by operating activities minus (i) lease liabilities
repayments and debts related to financed assets repayments, (ii) purchases and sales of property, plant and equipment and
intangible assets net of the change in fixed assets payables, (iii) excluding effect of telecommunications licenses paid and excluding
effect of significant litigations paid (and received). Organic cash-flow from telecom activities is not a financial aggregate defined by
IFRS and may not be comparable to similarly-titled indicators used by other companies.
New standards and interpretations applicable for the annual period beginning or after 1 January 2022
Despite their limited impact on Group operations, the following new amendments to IFRS have also been considered in the
preparation of the annual consolidated financial statements:
-
Amendment to IAS 16: Revenue generated before the intended use of an asset
The amendment clarifies that an entity is not permitted to recognize revenue from the sale of manufactured items as a
reduction in the cost of the asset while the asset is being prepared for its intended use. Such sales proceeds are to be
recognized in the income statement. This amendment has no effect on the Group's consolidated financial statements. This
amendment has been applied by the Group since 1 January 2022.
-
Amendment to IAS 37: Onerous contract - Contract performance costs
The amendment clarifies the incremental costs of performing an onerous contract to be included in the amount of the
provision, i.e. direct labour and material costs as well as the allocation of other costs directly related to the contract, such as
the depreciation charge relating to an asset used in the performance of the contract. The Group has applied this amendment
from 1 January 2022 and has not identified any significant impacts on the implementation of this amendment.
-
Annual improvements to IFRS: 2018-2020 cycle
The 2018-2020 cycle of annual improvements to IFRSs has led the IASB Board to make minor amendments or clarifications
to the standards:
-
IFRS 1, First-time Adoption of IFRS
-
IFRS 9, Financial Instruments
-
IFRS 16, Leases
-
IAS 41, Agriculture.
The changes made to the above standards have no impact on the Orange Group's consolidated financial statements because they
are either inapplicable to the Group or specify accounting treatments already applied by the Group.
89
Consideration of climate change risks
-
Natural disasters but also other accidental events related to climate change such as fires could lead to significant
destruction of the Orange Group's facilities, resulting in both service interruptions and high repair costs. The frequency
and intensity of weather events related to the current climate change (floods, storms, heat waves) continue to increase,
which aggravates losses and increases the related damages. In the medium term, rising sea levels could affect sites and
facilities close to the coast more often. While insurers' coverage of claims could further decrease, damage caused by large-
scale disasters is likely to result in significant costs, some of which could remain with the Orange Group and thus affect its
financial condition and prospects.
-
In the context of its activities, the Group is therefore more systematically integrating the risks related to climate change.
This consideration is reflected in the assessment of these risks on the value of some of its assets through their depreciation
plan or as an event that could lead to the identification of an impairment index or on the possibility of obtaining financing
in the future. Climate risks are also taken into account through the Group's commitment to be Net Zero Carbon by 2040.
This commitment has led to changes in certain choices in terms of investments related to its activity.
-
Numerous projects have been initiated within the Group to understand the impacts of climate change on its operations.
The implementation of actions to limit the effects of the Group's activities on climate change is also underway. The outcome
of these projects could lead the Group to review certain accounting treatments, judgements or estimates of financial risks
whose impact is still difficult to assess reliably. While climate resilience is a fast-moving topic, it requires the Group to
properly assess the risks to which it is exposed. The Group has embarked on a process of analysis to diagnose the
exposure to climate risks of its various geographical locations according to the analysis of different scenarios of impacts
linked to climate change. At 31 December 2022, the Group has not identified any significant impact reliably estimated on
its financial statements at the stage of progress of the projects launched.
Impact of the Ukraine conflict on Orange Belgium
-
Orange Belgium has not been impacted by the conflict in Ukraine, as it has no direct business relationships with the
country. The conflict in Ukraine impacted indirectly Orange Belgium because of the increase in energy prices and inflation.
Energy prices have risen across Europe, including in Belgium, due to the disruption of gas supplies from Russia, which
has been exacerbated by the conflict in Ukraine. In addition, the increase in energy prices had an impact on inflation, which
also influenced some of the costs of Orange Belgium, which will mainly have an impact in 2023 following the labor cost
indexation. To deal with these evolutions, Orange Belgium applies a tight management of its cost, as well as an appropriate
price policy.
Standards, amendments to standards and interpretations with mandatory application after 31 December 2022 and
not applied early.
-
IAS 1 Amendment: Classification of liabilities as current or non-current
The amendment to the standard clarifies the current requirements of IAS 1 on the classification of liabilities in an entity's
balance sheet. This amendment is not expected to have a material effect on the Group's statement of financial position.
However, the implementation of this amendment could lead to the reclassification of certain liabilities from current to non-
current and vice versa. The effective date of this amendment is 1 January 2024.
-
Amendment to IAS 1: Disclosure of Accounting Policies
The amendment to the standard states that an entity shall now disclose meaningful information about accounting policies
rather than significant accounting policies. This amendment is expected to result in only marginal changes to the Group's
disclosures in the notes to the consolidated financial statements. The effective date of this amendment is 1 January 2023.
-
Amendment to IAS 8: Definition of accounting estimates
The amendment to the standard revised the definition of accounting estimates without changing the concept. This
amendment is not expected to have any impact on the Group's consolidated financial statements and will only marginally
change the information provided by the Group in its notes to the consolidated financial statements. The effective date of this
amendment is 1 January 2023.
-
Amendment to IAS 12: Taxes - Deferred tax on an asset or liability acquired in a single transaction
The amendment introduces a new exception to the exemption from initial recognition of deferred tax. As a result of this
amendment, an entity does not apply the initial recognition exemption for transactions that give rise to deductible temporary
differences. Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial
recognition of an asset and a liability in a transaction that is not a business combination and affects neither accounting profit
nor taxable profit. For example, this may arise on recognition of the lease liability and the related right of use under IFRS 16
at the inception of a lease. The Group's accounting policies are already aligned with the proposals in the amendment. The
provisions of this amendment are applicable from 1 January 2023.
90
-
IFRS 17 and amendments to IFRS 9: Insurance Contracts
The Group is not subject to the provisions of the new IFRS 17 dealing with the recognition and measurement of insurance
contracts. The IFRS 9 amendment proposes provisions to provide comparative information to companies applying IFRS 17
for the first time. This amendment is not expected to have any impact on the Group's consolidated financial statements The
effective date of this standard and the IFRS amendment is 1 January 2023.
-
IFRS 16 Amendment: Leases - Leaseback liability
The amendment introduces a conceptual novelty that requires variable rents to be taken into account when determining the
lease liability arising from a sale and leaseback transaction. Subsequent changes in variable rents will not lead to the
recognition of a gain or loss on the right of use, as the changes will only impact the lease liability and the income statement
for the difference between the reduction in lease liability and the actual lease payments to be made. The number of
transactions resulting in a sale and leaseback remains limited in the Group and generally do not include a significant variable
rent component. The Group is finalizing its analysis before confirming that the implementation of this amendment should not
have a material impact on its financial position. The provisions of this amendment are applicable from 1 January 2024.
Basis of preparation
In order to avoid differences in the information published by the Orange Belgium Group and its majority shareholder Orange S.A.,
the Orange Belgium Group applies a reporting format and reporting standards that are similar to the ones used by Orange S.A.
4.
Uses of estimates and judgments
The preparation of the Group's financial statements in compliance with IFRS requires management to make certain judgments,
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Judgments in applying accounting policies
In the process of applying the Group's accounting policies, management has not made any significant judgments and assumptions
concerning the future and other key sources of estimating uncertainty at the balance sheet date, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, except for:
Significant judgments with regard to the application of IFRS 15 – Revenue from contracts with customers
Significant judgment is required in the following areas:
a) Determination of the transaction price – more specifically the handset price in bundled offers:
The issue of the handset sales price at Orange Belgium S.A. is only applicable for bundled offers (equipment + service). For all other
offers, the performance obligation is directly related to the specific sale price. Orange Belgium S.A. excluded the evaluation method
based on market prices (IFRS 15.77) for the determination of the sales price of equipment in subsidized offers and more specifically
the standalone selling price. The standalone selling price could indeed –according to IFRS 15- be considered as “the market price”.
However, for Orange Belgium S.A. the standalone selling prices are impossible to identify as
-
Extremely varying: at any given time, the same standalone equipment can be sold at different prices. The sales strategy of
our shops, the type of distribution channel, … are examples of circumstances that vary the sale price from one shop to
another at a certain time.
-
Volatility: Orange observes that the prices of certain handsets equipment do vary quickly, even within one month.
Therefore, Orange Belgium S.A. decided that the expected cost plus a margin approach method is the most pertinent calculation
for the price per specific equipment, as also used to determine the price of the offers. The starting point for calculating the upfront
amount of equipment at Orange Belgium S.A. is the cost of the equipment however this is not simply equal to the purchase price,
other elements have to be taken into consideration and are part of the “margin”. These elements are mainly logistic costs,
customs
tariffs, taxes or supplier’s rebates.
b) Determination of the duration of the contract in order to allocate the transaction price to the different performance
obligations:
The definition of the duration of a contract is only relevant for the subsidized bundled offers, the only contracts for which a revenue
relocation between the performance obligations is necessary. The period of which both parties’ rights and obligations are
enforceable never exceeds the nominal period in the contract. This is because, excluding modifications in the contract, enforceability
of rights and obligations is a matter of law. Hence, the enforceable period cannot extend beyond the nominal period. On the other
hand, enforceability of rights and obligations shall take into consideration business practices according to which one of the parties
dismisses the other party of its obligation. For Orange, this is typically the case when the Group authorizes or encourages early
renewals.
91
Early renewals are renewals before the end of the contract (contract duration mainly 24 months). Currently, Orange Belgium’s
customer strategy is to give our clients the opportunity to renew their contract with no penalty after a duration of 22 months. The
enforceable period has been set at 22 months, as a consequence, those contracts are closed after 22 months without further action
to be taken.
c) Identification of performance obligations:
A contract as per IFRS15 is made of rights and obligations between the parties. The rights take the form of promises for Orange
Belgium to transfer goods and/or services to a customer.
A contract generally explicitly states the promises to be transferred to a customer. However they may not be limited to the goods
and services that are explicitly stated in that contract, some may also be implied by business practices which create valid
customer expectations.
Access services and mobile equipment qualify as promised services and goods. The following services are however considered
immaterial:
-
hotline
-
right for non-invoiced incoming calls
-
access to customer care
-
non-invoiced reserved numbers
Sim-cards do not have a stand-alone value and have as such no impact on the determination of the performance obligation.
In addition, Orange Belgium might offer some additional services or goods, in line with specific commercial practices. We identify
all rights granted to the customer in the terms of the contract and identify those that are material for the customer in the context of
the contract.
Distinct goods and services
There are two criteria to determine whether goods and/or services are distinct:
-
The customer can benefit from the goods or services on its own or together with resources that are readily available.
-
The entity’s promise to transfer the good or service is separately identifiable from other promises in the contract.
It is clear that the mobile equipment (handset) is distinct from the access service. Those two elements therefore qualify as distinct
performance obligations within the contract.
The access service, which is made of voice, data and sms also includes distinct performance obligations. However, given that those
promises are over the same period of time (right) and paid together (obligation), there is no need to consider that they are distinct.
Significant judgments with regard to the application of IFRS 16 – Leases
Significant judgment is required in the determination of non-cancellable lease term and the assessment of the exercise or not of
termination, extension and purchase options.
Critical estimates and assumptions
Estimates made at each reporting date reflect conditions that existed at those dates (e.g. market prices, interest rates and foreign
exchange rates). Although these estimates are based on management's best knowledge of current events and actions that Orange
Belgium may undertake, actual results may differ from those estimates.
Impairment of non-financial assets
The impairment test for the goodwill in relation to Orange Communications Luxembourg S.A. and BKM N.V. is based on value in use
calculations based on a discounted cash flow model. The cash flows are derived from the financial projections for the next five years
and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance
the asset base of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the
discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
The key assumptions used to determine the recoverable amount for the different cash generating units are further explained in Note
4.
Fixed assets – Useful life assessment
Assessing assets’ useful life according to the change in the technological, regulatory or economic environment (greater bandwidth
technologies, radio technology migration…). Reference should be made to Note 5.
92
Provision for dismantling network sites
The Group has recognized a provision for dismantling network sites obligations as for the rented building situated at Avenue du
Bourget and the various antennas sites. In determining the amount of the provision, assumptions and estimates are required in
relation to discount rates and the expected cost to dismantle and remove all plants from the sites (see Note 5).
Operational taxes: pylon
Since 1997, municipalities and provinces levy local taxes on an annual basis on masts, pylons, and antennas. These taxes do not
qualify as income taxes and are recorded as operational taxes, hence negatively impacting the profit before tax.
When a tax bill is received, the related cost is recorded. In the event no tax bill is received, the cost will be based upon the tax bill
of the previous year and the pylon tax liability expires if the company does not receive a tax bill within three years. As all tax bills are
disputed, interests are calculated on the legal tax rate. When the case is closed at procedure level, basis and interests are reversed.
This method is still used in Flanders and for the Brussels Region and was also applicable for the Walloon region until 2013. Since
2014, this tax, introduced by a decree of the Walloon region, became a regional tax.
On 22 December 2016, the three mobile operators and the Walloon government concluded an agreement in principle on the issue
of taxing mobile infrastructure and to settle the dispute on the Walloon regional taxes for 2014. Orange Belgium committed to pay
an amount of 16.1 million euros over 4 years (i.e. 2016-2019) and to invest an incremental amount of 20 million euros in telecom
infrastructure in the Walloon region in the period 2016-2019. In turn, the Walloon Region undertakes to no longer levy taxes on
telecom infrastructure and to implement a legislative, regulatory, and administrative framework designed to facilitate the deployment
of this infrastructure. In addition, the Walloon Region would discourage municipalities and provinces from levying taxes on telecom
infrastructure. The operators were entitled to deduct such local taxes levied in 2016-2019 by Walloon municipalities or provinces
from the 2019 settlement and investment amounts.
The last instalment of the amount due by Orange Belgium on the basis of the 2016-2019 protocol agreement (4.5 million euros) has
not yet been paid. This is due to the fact that Orange Belgium received local tax bills from Walloon municipalities falling under this
agreement and is therefore currently in negotiation with the Walloon government to confirm the exact magnitude as well to whom
the last instalment should be paid. In December 2022 Orange Belgium has been contacted by the Walloon Region about the
outstanding amount to be paid. Orange Belgium has informed the Walloon Region that, after deduction of the local taxes levied in
2016-2019 on Orange Belgium, the outstanding amount still to be paid is 416.151,00 €. Orange Belgium now awaits an answer from
the Walloon Region.
The mobile operators have concluded a protocol agreement with the Walloon government for the period 2021-2022. This agreement
stipulates that the mobile operators will pay a contribution to a governmental budget fund to be set up by the Walloon government
to support the digitalization of the Walloon region, and more specifically local initiatives of Walloon municipalities or provinces.
Amount of the operator’s contribution: 5.0 million euros (35,73% to be paid by Orange Belgium). The mobile operators will also do
additional network investments for a total amount of 11.0 million euros (35,73% for Orange Belgium). This agreement will ensure a
financially stable environment by reducing the proliferation of local taxes.
From the first tranche of 0.9 million euros payable for 2021, an amount of 0.5 million euros has been effectively paid in December
2021 to the Walloon region. Orange Belgium did indeed receive tax bills from a couple of local authorities falling under the agreement
for an amount of 0.4 million euros and did not pay the remaining balance thanks to an offsetting mechanism provided for by the
agreement.
After deduction of the local taxes levied for 2021 and 2022 to the second tranche of 446.625€ of the protocol agreement, no
contribution was due any more to the Walloon region in December 2022.
The contribution to be paid to the Walloon region in February 2023 has been determined by the end of January 2023, considering
all local taxes 2021 and 2022 levied and/or known by that date.
According to this analysis, the amount of local taxes exceeds the
amount due to the Walloon Region on 15 February 2023 and can be deducted. Consequently, there was no contribution to be paid
to the Walloon Region by 15 February 2023
Given the uncertainties surrounding the lawfulness and amount of the pylon taxes and considering inter alia that this tax is not fully
payable at the beginning of each fiscal year and actually not paid, Orange Belgium continues to account for this as a risk in
accordance with IAS 37 (Provisions & contingent liabilities). However, the full year risk is estimated and recognized both as a liability
and charge at the beginning of each year. Interest charges related to the non-payment of this tax continue being recorded monthly.
The provision for pylon tax is reassessed every quarter (see also note 3 and 6) using prudent best estimate assumptions based on
the evolution of the regional tax framework, of the different court cases and of the new tax bills received. The management revises
these estimates if the underlying circumstances evolve or in light of new information or experience. Consequently, estimates made
at 31 December 2022, may subsequently be changed.
93
Note 2: Sales, trade receivables, other current and non-current assets
in thousand EUR
31.12.2022
31.12.2021
Belgium
1 333 189
1 307 505
Retail service revenues
963 378
899 717
Convergent service revenues
288 030
254 975
Mobile only service revenues
558 314
541 156
Fixed only service revenues
73 568
63 322
IT & Integration services
43 466
40 264
Equipment sales
134 742
127 219
Wholesale revenues
199 313
232 852
Other revenues
35 756
47 717
Luxembourg
75 958
76 290
Retail service revenues
46 115
45 428
Convergent service revenues
0
0
Mobile only service revenues
38 547
37 672
Fixed only service revenues
7 568
7 756
IT & Integration services
0
0
Equipment sales
13 003
13 911
Wholesale revenues
16 778
14 999
Other revenues
62
1 952
Inter-segment eliminations
-17 933
-20 323
Total
1 391 214
1 363 472
Orange Belgium’s total consolidated turnover amounted to 1,391.2 million euros in 2022, compared to 1,363.5 million euros in 2021,
an increase of 2.0% year-on-year.
The total retail service revenues (i.e. mobile-only services, fixed-only services, convergent services and IT & Integration services)
increased 6.8% year-on-year:
from 945.1 million euros in 2021 to 1,009.5. million euros in 2022. This is the result of Orange Belgium
maintaining solid commercial performance over the year supported by a convergent strategy, the success of the “Special Edition”
promotion and device deals, reaching 2.8m subscribers (+2.5% yoy). This increase has mainly been driven by higher convergent
service revenues (13.0%) and higher fixed only service revenues as a result of higher cable revenues due to an increasing customer
base. The wholesale revenues have also been impacted by the end of contract of Mobile Viking MVNO (-14.0 million euros), the
effect of the regulation on ‘voice’ and a decrease in SMS volume (-22.5 million euros).
Equipment sales increased 4.7% year-on-year and the decrease in other revenues can be explained by less handset sales through
agents.
Trade receivables
in thousand EUR
31.12.2022
31.12.2021
Trade receivables - Gross value
199 651
222 266
Allowance for doubtful debtors
-33 206
-34 139
Total trade receivables
166 445
188 127
Ageing Balance
in thousand EUR
31.12.2022
31.12.2021
Not past due
143 392
128 435
Less than 180 days
6 349
30 152
Between 180 days and 360 days
6 346
9 162
More than 360 days
10 358
20 378
Total trade receivables
166 445
188 127
94
Change in Provision for Trade receivables
in thousand EUR
31.12.2022
31.12.2021
Allowances on trade receivables - Opening balance
-34 139
-32 033
Net addition with impact on income statement
-6 910
-8 672
Losses on trade receivables
7 843
6 566
Allowances on trade receivables - Closing balance
-33 206
-34 139
For terms and conditions relating to related parties receivables, refer to Note 12.
Trade receivables are non-interest bearing and are generally paid via direct debits (62% of service revenues are collected by direct
debit). Trade receivables which are not paid via direct debits bear mainly a payment term of 30 days end of month.
The Group is not dependent on any major customers, none representing more than 10% of the company’s consolidated revenues.
The customer risk is spread over more than 3 million customers.
Total Trade receivables amounted to 166.4 million euros at the end of 2022, compared with 188.1 million euros at the end of 2021.
The decrease in trade receivables –gross value can mainly be explained by the resolution of roaming discount disputed and collected
during 2022.
Allowance for doubtful debtors – closing balance at year end 2022 – decreased to 33.2 million euros. This decrease has been partially
driven by the recovery of fully depreciated receivable on the Police and Court domain of activity
Impairment of trade receivables is based on three methods:
-
A collective statistical method: this is based on historical losses and leads to a separate impairment rate for each aging
balance category. This analysis is performed over a homogenous group of receivables with similar credit characteristics
because they belong to a customer category (mass-market, small offices and home offices);
-
A stand-alone method: the assessment of impairment probability and its amount are based on a set of relevant qualitative
factors (ageing of late payment, other balances with the counterparty, rating from independent agencies, …). This method
is used for carriers and operators (national and international), local, regional and national authorities; and
-
A provisioning method based on anticipated loss: IFRS 9 requires recognition of expected losses on receivables
immediately upon recognition of the financial instruments. In addition to the pre-existing provisioning system, the Group
applies a simplified approach of anticipated impairment at the time the asset is recognized. The percentage applied
depends on the maximum revenue non-recoverability rate.
The costs related to bad debts decreased to 6.9 million euros in 2022 (compared to 8.7 million euros in 2021).
Since 2017, Orange Belgium S.A. entered into a factoring program with Belfius Commercial Finance. The eligible trade receivables
were related to the top 400 B2B Airtime debtors (factored receivables around 1.5 million euros as at 31 December 2022).
Other assets
in thousand EUR
31.12.2022
31.12.2021
A
d
v
anc
e
s
and
downpayments
2 694
1
992
S
ecu
r
ity
dep
os
its
pa
i
d
720
701
O
ther
5
753
5
732
Total other assets
9 167
8 425
o/w other non-current assets
720
701
o/w other current assets
8 447
7 724
95
Note 3: Expenses, prepaid and inventory
Direct costs
in thousand EUR
31.12.2022
31.12.2021
Purchase of material
-185 867
-185 409
Other direct costs
-381 269
-376 851
Impairment loss on trade and other receivables, including contract assets
-6 910
-8 672
Total direct costs
-574 046
-570 932
The direct costs in 2022 remained stable (increased by 0.5%) year-on-year and amount to 574.0 million euros compared to 571.0
million euros a year earlier.
Purchase of material
The costs related to the purchase of material remained stable (increased by 0.2%) year-on-year and amount to 185.9 million euros
in 2022.
Other direct costs
The other direct costs mainly consisting of interconnection costs, commissions, content and connectivity costs increased slightly by
0.6% year-on-year.
Interconnection costs
Interconnect expense decreased by 11.7 million euros to 189.4 million euros. Roaming cost increased by 10.7 million euros mainly
due to more data traffic done by our travelling customer. SMS interconnect costs decreased by 10.1 million euros due to less traffic.
Voice interconnect costs decreased by 12.3 million euros largely due to the continued effect of new regulation applicable since July
2021 (decrease in Mobile and Fixed Termination Rate).
Commissions
Commission expenses decreased by 4.3 million euros in 2022 to 26.8 million euros, due to lower commissions paid to retail partners,
in line with the decrease of partner number.
Content costs
Orange Belgium’s television content strategy is primarily based on developing partnerships with rights holders and service
publishers. Orange Belgium is mainly focused on its role of aggregating and distributing content to offer improved services to its
customers. The costs regarding television content amount to 33.4 million euros in 2022 compared to 31.1 million euros in 2021
resulting from the customer base increase.
Connectivity
Connectivity costs increased by 17.6 million euros in 2022 to 116.1 million euros. This is the result of the increase in wholesale
access fees related to the convergent Love offer and the continuous growth of our customer base.
Impairment loss on trade and other receivables, including contract assets
The costs related to bad debts amount to 6.9 million euros in 2022 compared to 8.7 million euros in 2021.
96
Prepaid expenses
in thousand EUR
31.12.2022
31.12.2021
Prepaid supplies and services
2 927
3 513
Prepaid spectrum fees
0
1 462
Total Prepaid expenses
2 927
4 975
The prepaid supplies and services decreased by 2.1 million euros compared to 2021, mainly related to 5G down payments at Orange
Luxembourg.
Inventories
in thousand EUR
31.12.2022
31.12.2021
Gross inventories
27 870
25 676
Depreciation
-2 377
-1 652
Total Inventories
25 493
24 024
Inventories - Cost recognized as an expense during the period
-183 961
-182 856
The increase in Gross inventories is mainly explained by the out of stocks for some references related to the worldwide electronic
component crisis noted at the end of 2021.
The reserve for obsolete and slow-moving items (2.3 million euros) slightly increased in 2022 compared to 2021.
Trade payables and other current liabilities
in thousand EUR
31.12.2022
31.12.2021
Trade payables
223 860
258 822
S
ala
r
ies and
te
rm
ination pay
2 825
2 527
P
e
r
formance
and
p
r
ofit
-sharing
bo
n
u
s
,
p
en
s
io
n
s
9 569
9 435
Social security contributions
5 876
6 099
Holiday
pay
18 527
15 698
O
ther
244
352
Current employee benefits
37 041
34 110
Current restructuring provisions
2 105
1 127
Other current liabilities
7 096
7 082
Current tax payables
13 322
10 653
Deferred income
996
191
Trade payables
are non-interest bearing and are generally settled on 30 to 60-day terms. The trade payables decreased by 35.0
million euros compared to 2021, mainly related to lower outstanding payables at year end for a number of suppliers due to late
payment runs. The change in legislation related to the payment terms applicable in B2B since beginning of 2022 has also had an
impact by reducing the average payment terms for Belgian suppliers.
Total amount of trade payables in the reverse factoring program with BNP Paribas amounted to 26.9 million euros as at 31 December
2021. This program has been stopped during the year 2022.
Current employee benefits
increased by 2.9 million euros in 2022 and is mainly due to the increase in holiday pay provision boosted
by the inflation rate to be applied on salaries paid in 2023.
Other current liabilities
are made of provisions for litigation, down payments received from customer and operating subsidies
received but not used yet at year end.
97
As a consequence of the law of 18 December 2015, minimum returns are guaranteed by the employer as follows:
-
for the contributions paid as from 1 January 2016, a new variable minimum return based on OLO rates, with a minimum of
1.75% and a maximum of 3.75%. In view of the low rates of the OLO in the last years, the return has been initially set to
1.75%;
-
for the contributions paid until end December 2015, the previously applicable legal returns (3.25% and 3.75% respectively
on the employer and employee contributions) continue to apply until retirement date of the participants.
In view of the minimum returns guarantees, those plans qualify as Defined Benefit plans.
In order to make sure that the defined contribution pension plan in force guarantees the participants the minimum return required
by law at the date of departure, Orange Belgium ordered a complete actuarial computation under the Projected Unit Credit (PUC)
method. The actuary performed projections according to a pre-defined methodology and with certain assumptions. This report
indicates that the accumulated reserves are sufficient to cover any deficit and this for all scenarios. As a consequence, as of 31
December 2022, no provision has been recognized. As Orange Belgium S.A. has no unconditional right to a refund or a reduction in
future cash contributions no asset has been recognized either.
Please find below a reconciliation of the opening to the closing balance of the net defined benefit asset for Orange Belgium S.A.:
Movement in net defined benefit (asset) liability
in thousand EUR
Defined benefit
obligation
Fair value of
plan assets
Effect of asset
ceiling
Net defined
(asset) liability
Balance at 1 January 2022
170 419
-173 160
-2 741
0
Included in profit or loss
Current service cost
1 089
Past Service credit
Interest cost (income)
2 118
-2 187
Total
Included in OCI
Actuarial loss (gain)
Return on plan assets excluding interest income
50 394
Increase (decrease) due to effect of any business
combinations / divestitures / transfers
6 351
-6 184
Effect of changes in financial assumptions and
experience adjustments
-52 479
Total
Other
Contributions paid by the employer
4 254
-4 254
Benefits paid
-1 813
1 963
Total
Balance at 31 December 2022
129 939
-133 428
-3 489
0
98
in thousand EUR
Defined benefit
obligation
Fair value of
plan assets
Effect of asset
ceiling
Net defined
(asset) liability
Balance at 1 January 2021
174 024
-176 713
-2 689
0
Included in profit or loss
Current service cost
1 189
Past Service credit
Interest cost (income)
1 555
-1 604
Total
Included in OCI
Actuarial loss (gain)
Return on plan assets excluding interest income
7 111
Effect of changes in financial assumptions and
experience adjustments
-8 409
Total
Other
Contributions paid by the employer
4 647
-4 647
Benefits paid
-2 587
2 693
Total
Balance at 31 December 2021
170 419
-173 160
-2 741
0
The contributions paid during 2022 for those plans amounted to 4.3 million euros paid by the employer and 1.1 million euros paid
by the employees. The plan assets at 31 December 2022 consisted of 145.1 million euros individual insurance reserves, which
benefit from a weighted average guaranteed interest rate of 3,37 %, and 5.0 million euros reserves in collective financing funds.
The current restructuring provisions slightly increased to 2.1 million euros in 2022.
The current tax payables
are related to the tax calculation of the current year and increased in 2022 (see also Note 6 –
Operational taxes and levies).
Labour costs (excluding termination benefits)
Labour costs increased by 5.7% to 157.0 million euros in 2022, compared to 148.6 million euros a year ago. This increase has been
mainly driven by inflation.
Indirect costs
in thousand EUR
31.12.2022
31.12.2021
Commercial expenses
-28 521
-33 789
Other IT and network expenses
-103 872
-97 359
Property expenses
-11 055
-8 508
General expenses
-62 782
-63 587
Other indirect income
33 177
28 848
Other indirect costs
-56 948
-60 177
Depreciation of right-of-use assets
-53 712
-54 085
Total indirect costs
-283 713
-288 656
of which operational taxes and fees
-27 301
-25 783
The indirect costs decreased 1.7% year-on-year to 283.7 million euros in 2022 compared to 288.7 million euros in 2021.
The commercial expenses decreased by 5.3 million euros in 2022 mainly due to lower CRM costs driven by lower volumes combined
with fewer media campaigns.
Other IT and network expenses increased by 6.7% year-on-year mainly due to more network energy costs partially offset by costs
efficiencies.
Property expenses increased 29.9% year-on-year mainly explained by more energy costs on buildings and by inflation.
General expenses remained stable.
99
Other indirect income increased by 4.3 million euros year-on-year, mainly due to positive outcome of litigation files and increased
insurance revenues.
Changes in other indirect costs can mainly be explained by increase in the provision for pylon taxes, using best estimate assumptions
based on the evolution of the regional tax framework, of the different court cases and of the new tax bills received by Orange Belgium
S.A. during 2022 compensated by a decrease in spectrum fees. For the later, the annual fees conditions defined in the Royal Decrees
related to the spectrum licenses granted in 2022 resulted into eligibility of those cost for capitalization instead of a recognition in
operating costs up to end of 2021.
Other restructuring costs
In 2022 Orange Belgium booked restructuring costs for 11.0 million euros out of which 2.8 million euros are costs related to
acquisition and integration.
In 2021 Orange Belgium booked redundancy costs for 4.0 million euros. No costs related to acquisition and integration were
recorded.
Note 4: Goodwill
Goodwill
in thousand EUR
31.12.2022
31.12.2021
Acquisition
Value
Accumulated
impairment
losses
Net carrying
amount
Acquisition
Value
Accumulated
impairment
losses
Net carrying
amount
Orange Communications Luxembourg S.A.
68 729
-17 865
50 864
68 729
-17 865
50 864
Other goodwill
53 547
-37 370
16 177
53 547
-14 937
38 610
Total goodwill
122 276
-55 235
67 041
122 276
-32 802
89 474
Orange Communications Luxembourg S.A.
The acquisition of Orange Communications Luxembourg S.A. was completed in two phases. 90% of the shares were acquired on 2
July 2007. The remaining 10% were acquired on 12 November 2008. The reported goodwill is fully allocated to the segment
“Luxembourg”.
Impairment test on this goodwill is performed at least at the end of each financial year to assess whether its carrying amount does
or does not exceed its recoverable amount.
The key operating assumptions used to determine the value in use are common across the Group’s business segments. These
assumptions include:
-
key revenue assumptions, which reflect market level, penetration rate of the offerings and market share, positioning of the
competition’s offerings and their potential impact on market price levels and their transposition to the Group’s offerings
bases, regulatory authority decisions on pricing of services to customers and on access and pricing of inter-operator
services, technology migration of networks, competition authorities’ decisions in terms of concentration or regulation of
adjacent sectors such as cable;
-
key cost assumptions, on the level of marketing expenses required to renew product lines and keep up with competition,
the ability to adjust costs to potential changes in revenues or the effects of natural attrition and committed employee
departure plans;
-
key assumptions on the level of capital expenditure, which may be affected by the roll-out of new technologies, by
decisions of regulatory authorities relating to licenses and spectrum allocation, mobile network coverage, sharing of
network elements or obligations to open up networks to competitors.
For Orange Communications Luxembourg S.A. cash flows have been estimated on a five-year business plan (2023 to 2027) approved
by the Strategic Committee. The management of Orange Communications Luxembourg foresees a progressive increase of adjusted
EBITDA over the period as the result of (i) a continuous top line growth coming both from an increase in market share and churn
reduction, and (ii) the increase in the direct margin mainly linked to the terminal sales activities which overcompensate the increase
of indirect costs related to salaries and energy costs. More precisely, the management ambitions a turnaround over this 5-year
period with a 1.80% (compared to 3.90 % last year) and 1.5 % (compared to 6.98 % last year) compounded annual growth rate
(CAGR) of revenues and adjusted EBITDA respectively, while capital expenses are expected to increase by 1.2% (compared to a
decrease of 0.48% last year).
Considering a perpetuity growth rate of 1.25% (compared to 1.0% in 2021) and a WACC of 6.25% (identical to 2021), those
assumptions would result in a positive amount.
100
Sensitivity of recoverable amounts
A sensitivity analysis on those parameters was performed, using a growth rate varying from 0.25% to 2.25% and a discount rate
varying from 5.25% to 7.25%.
Because of the correlation between operating cash flow and investment capacity, sensitivity of net cash flow is used. Cash flow for
the terminal year representing a significant portion of the recoverable amount, a change of plus or minus 10% of this cash flow is
presented in case sensitivity.
31 December 2022:
-
Headroom compared to the carrying value tested:
36.1 million euros
-
Effect on the headroom as a result of a variation of:
-
10% (increase/decrease) in cash flow of terminal year:
+/-9.5 million euros
-
1% increase in growth rate to perpetuity:
+ 26.1 million euros
-
1% decrease in growth rate to perpetuity:
-17.4 million euros
-
1% increase in discount rate:
-19.6 million euros
-
1% decrease in discount rate:
+ 29.5 million euros
Other goodwill
This corresponds to:
Mobistar Affiliate S.A.
The acquisition of Mobistar Affiliate S.A. was completed in two phases: initial purchase of 20% shares in April 1999 and purchase
of the remaining 80% shares in May 2001. The goodwill resulting from the acquisition amounts to 10.6 million euros.
The reported goodwill is fully allocated to the segment “Belgium” (see Segment information).
Mobistar Enterprise Services S.A.
The goodwill of Mobistar Enterprise Services S.A. resulting on the acquisition on 1 April 2010 and adjusted on 31 March 2011
amounts to 793 thousand euros.
The reported goodwill is fully allocated to the segment “Belgium” (see Segment information).
A&S Partners S.A.
A&S Partners S.A. was acquired as of 30 September 2017 by Orange Belgium S.A for a total consideration of 5.0 million euros. The
purchase concerned 100% of the shares. A total amount of 4.8 million euros has been allocated to goodwill for the segment
“Belgium” (see Segment information).
Upsize N.V. – BKM N.V.
Upsize N.V. was a holding company that was acquired on 31 July 2019. The purchase concerned 100% of the 60,000 shares of
Upsize N.V.
Upsize N.V. included BKM N.V. (100% owned) and CC@PS BV (100% owned by BKM N.V.) and is a nationwide ICT
integrator and a pioneer in cloud UCC solutions. It has a solid track-record in the SME and CMA markets in Belgium and works in
four areas of expertise: Unified Communications & Collaboration (UCC) solutions; IT & security solutions; Document & Visual
solutions; and Connectivity solutions.
Orange Belgium accounted for the Upsize N.V. acquisition using the acquisition method, whereby the total purchase price of 51,6
million euros was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the
excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. The purchase price
allocation has been finalized and recorded in the books on 30 June 2020. It resulted into the recognition of the fair value of the
intangible assets (19.0 million euros) fully related to the acquired customer relationships (18.0 million euros) and the Voxx-Telepo
software platform (1.0 million euros). Together with the deferred tax impact of the above-mentioned adjustment (4.7 million euros),
and a goodwill of 37.4 million euros. The goodwill is attributable mainly to the synergies expected to be achieved from integrating
the company into the Group’s existing business. As a result, the final goodwill arising from the acquisition is fully allocated to the
segment “Belgium” (see Segment information).
101
Since Upsize N.V. is considered to be generating largely independent cash inflows and the integration in Orange Belgium S.A. is not
fully completed, impairment test on this goodwill is performed at least at the end of each financial year to assess whether its carrying
amount does or does not exceed its recoverable amount. Although Upsize N.V. was merged into Orange Belgium S.A. on 1 July
2022, the above conclusion on the cash flow generation remains valid.
The key operating assumptions used to determine the value in use are common across the Group’s business segments. These
assumptions include:
-
key revenue assumptions, which reflect market level, penetration rate of the offerings and market share, positioning of the
competition’s offerings and their potential impact on market price levels and their transposition to the Group’s offerings
bases;
-
key cost assumptions, on the level of marketing expenses required to renew product lines and keep up with competition, the
ability to adjust costs to potential changes in revenues or the effects of natural attrition and committed employee departure
plans;
-
key assumptions on the level of capital expenditure, which may be affected by the roll-out of new technologies.
The 2.5-year health crisis had a major impact on BKM operations. It has severely slowed down the sale and deployment of projects.
The expected growth has not been achieved due the impact by mandatory “work from home” policies postponing office ICT
investment. Moreover, the high pressure on the labor ICT market had also an impact on the capability for BKM to reinforce its sales
team in 2022. The company has also suffered from the lack of availability of technical components reducing its capacity to deliver
material to the customers. Despite close cost monitoring, margins have been also set under pressure.
The cash flows have been estimated on a five-year business plan (2023 to 2027) approved by the Strategic Committee. The
management of BKM N.V. foresees a progressive increase of adjusted EBITDA over the period as the result of (i) a continuous and
sustained top line growth coming both from an increase in market size and market share, and (ii) the continuation of its enhanced
transformation program with a tight control of operating expenses. More precisely, the management ambitions a turnaround over
this 5-year period with a compounded annual growth rate (CAGR) of revenues of 3.8% for BKM Group and an EBITDA growth rate
in the terminal value of 3.7% for BKM Group, while capital expenses are expected to amount to 0.5 million euros each year for BKM.
Considering a perpetuity growth rate of 1.5% and a WACC of 9.75% those assumptions resulted in an impairment of 22.4 million
euros. After the impairment test performed at year end 2021, the goodwill was reduced by 14.9 million euros.
Sensitivity of recoverable amounts
A sensitivity analysis on those parameters was performed, using a growth rate varying from 0.5% to 2.5% and a discount rate
varying from 8.75% to 10.25%.
Because of the correlation between operating cash flow and investment capacity, sensitivity of net cash flow is used. Cash flow for
the terminal year representing a significant portion of the recoverable amount, a change of plus or minus 10% of this cash flow is
presented in case sensitivity.
31 December 2022:
-
There is no headroom anymore compared to the carrying value tested as this corresponds to the recoverable amount as
estimated at year end 2022.
-
Effect on the headroom as a result of a variation of:
-
10% (increase/decrease) in cash flow of terminal year:
+/-1.2 million euros
-
1% increase in growth rate to perpetuity:
+ 1.6 million euros
-
1% decrease in growth rate to perpetuity:
-1.3 million euros
-
1% increase in WACC:
-1.7 million euros
-
1% decrease in WACC:
+ 2.2 million euros
Annual impairment test segment “Belgium”
Impairment test on the goodwill allocated to the segment “Belgium” is performed at least at the end of each financial year to assess
whether its carrying amount does not exceed its recoverable amount. Estimating the fair value less costs to sell will take into account
Orange Belgium’s share price as quoted on the stock exchange.
Concerning the goodwill of the segment “Belgium”, when considering the relationship between the market capitalization and the net
assets of the Group as at 31 December 2022, the market capitalization was higher than the net book value. For the purpose of this
impairment test, we only considered the net assets of Orange Belgium and the Belgian subsidiaries and corrected the market
capitalization of Orange Belgium S.A. with the calculated VIU value of Orange Communications Luxembourg S.A.
102
Note 5: Other intangible assets and property, plant and equipment
Depreciation and amortization
The depreciation and amortization charge (including impairment of fixed assets) for the year was 247.6 million euros, down by 33.2
million euros compared to 2021. In 2021 an important acceleration of depreciation was recorded to consider the change in usage
period for the sites included in the ran-sharing project foreseeing a decommissioning process of those sites over the year next 3
years.
Accelerated depreciations of fixed assets
The changes in useful life on intangible assets and property, plant and equipment recognized during the year were determined on
an asset-by-asset basis in order to consider technology and IT evolution. Obsolescence, dismantling or losses are also considered
in this exercise.
During 2022, the change in useful life and/or recognized impairment charges on property, plant and equipment totals 18.9 million
euros (compared with 53.4 million euros in 2021) and shown as expense on the line “Depreciation and amortization” and “impairment
of fixed assets” in the statement of comprehensive income.
Impact can be split as such:
-
14.0 million euros for the project RAN sharing with Proximus including Sites dismantling & RAN material radio swapped
from Huawei to Nokia (as a result of the RAN sharing agreement between Orange Belgium and Proximus, which contains
a plan for the dismantling of 1,536 of Orange Belgium’s sites till the end of 2025). Last year the impact was 46.9 million
euros.
-
1.4 million euros for Sleeping stock concerning our Network material in the DHL stock
-
1.4 million euros for SOX Inventory MES
-
0.4 million euros for Shops closing
-
0.9 million euros for IT software
-
0.8 million euros for other type of retirement
Other intangible assets
in thousand EUR
31.12.2022
31.12.2021
Net book value of other intangible assets in the opening balance
247 439
249 978
Acquisitions of other intangible assets
615 027
79 337
Depreciation and amortization
-92 494
-81 682
Reclassifications and other items*
14 654
-194
Net book value of other intangible assets in the closing balance
784 626
247 439
* Since 2022 and due to a change in telecom licenses fee structure, the net present value of the yearly fixed amounts of spectrum fees to be paid over the license
period is included in the acquisition cost of the licenses. A corresponding liability has been recorded in current and non-current fixed assets payable.
Acquisition of other intangible assets are mainly telecommunication licenses (556.9 million euros), software (54.8 million euros) and
internal generated software development costs (3.3 million euros).
in thousand EUR
31.12.2022
Gross
value
Accumulated
depreciation and
amortization
Accumulated
impairment
Net book
value
Telecommunication licenses
702 735
-81 779
0
620 956
Brand
4 172
0
-4 172
0
Subscriber bases
29 139
-17 316
0
11 823
Software
658 124
-529 130
0
128 994
Other intangible assets
153 724
-130 871
0
22 853
Total
1 547 894
-759 096
-4 172
784 626
in thousand EUR
31.12.2021
Gross
value
Accumulated
depreciation and
amortization
Accumulated
impairment
Net book
value
Telecommunication licenses
151 967
-64 631
0
87 336
Brand
4 172
0
-4 172
0
Subscriber bases
29 139
-15 520
0
13 619
Software
608 154
-488 421
0
119 733
Other intangible assets
150 883
-124 131
0
26 752
Total
944 314
-692 703
-4 172
247 439
103
Telecommunication and other licenses held by Orange Belgium S.A.
Type of Licence
Acquisition
cost
Net book
value end
2022
Net book value end
2021
Useful life
in months
Remaining
months
Start
depreciation
period
4G
20 020
8 020
9 844
End
June
2027
53
June 2016
800 MHz
120 000
66 035
72 092
238
131
February 2014
License 3G 2
nd
Renewal 6 months
3 700
0
1 510
6
0
September 2021
License 2G 2
nd
Renewal 6 months (1)
7 189
0
2 935
6
0
September 2021
License 3G 3
rd
Renewal 6 months (1)
3 700
0
0
6
0
March 2022
License 2G 3
rd
Renewal 6 months (1)
7 189
0
0
6
0
March 2022
License 3G renewal 4 Months (1)
2 158
0
0
4
0
September 2022
License 2G renewal 4 Months (1)
4 193
0
0
4
0
September 2022
License 5G 3600 Mhz (2)
55 308
54 261
0
212
208
September 2022
License 5G 700 Mhz (2)
122 860
120 807
0
240
236
September 2022
License 800 Mhz (3)
17 542
16 070
0
144
132
January 2022
License 2600 Mhz (3)
5 897
4 825
0
78
66
January 2022
License 700 Mhz (3)
23 398
23 007
0
240
236
September 2022
License 3600 Mhz (3)
11 386
11 171
0
212
208
September 2022
License 900/1800/2100 Mhz (2) (3)
214 187
214 187
0
240
240
January 2023
License 1400 Mhz ( 2) (3)
89 135
89 135
0
240
240
June 2023
BKM PPA - unused perpetual licenses Voxx
1 058
913
955
300
259
August 2019
Total
708 920
608 431
87 336
Telecommunication licenses
acquired by Orange Belgium S.A. during 2022:
The two extensions of the licenses for short periods of respectively 6 and 4 months (1) are a result of a government decision with
the intention of bridging the period until the final spectrum auction will take place. These auctions took place during 2022 as follows:
-
On 14 January 2022, the BIPT published the call for candidates for the auction on the allocation of new 5G spectrum (700
MHz, 1400 MHz, 3600 MHz) and the renewal of the existing 2G and 3G spectrum (900MHz, 1800 MHz, 2100MHz).
-
New spectrum allocations: 700, 3600 and 1400 MHz.
The auctions for the core 5G frequency bands ended on 20 June 2022. Orange obtained 2x10 MHz in the 700 MHz frequency
band and 100 MHz in the 3.6 GHz frequency band, for a total of €178 million. The commencement date was 1 September
2022 for a period of 20 years for 700 MHz and until May 2040 for the 3.6 GHz band.
On 20 July 2022 the supplemental auction to allocate 90 MHz of spectrum in the 1400 MHz frequency band for a 20-year
term ended. Orange obtained 30Mhz for a price of €70 million. The spectrum was finally allocated on 16 November 2022 with
a commencement date on 1 July 2023. The Company determined that the rights acquired under the 2022 auction procedures,
that will only become available for use as of 1 July 2023, meet the definition and recognition criteria of intangible assets under
IAS 38 Intangible Assets as per 31 December 2022. Amortization will start accordingly to the availability for use on 1 July
2023.
-
Renewal of existing spectrum attributions: 900, 1800 and 2100 MHz.
Concerning the licenses in the 900 MHz, 1800 MHz and 2100 MHz bands, which expired in March 2021, the BIPT granted
successive temporary rights of use in these bands for a period of six months. The last decision of 13 September 2022 granted
temporary rights until the end of 2022.
In the auction, that ended June 20, 2022, Orange Belgium obtained 2 X 10 MHz in the 900 MHz band, 2 X 15 MHz in the 1800
MHz band, and 2 X 15 MHz in the 2100 MHz band.
The spectrum was finally allocated on 16 November 2022 with a commencement date on 1 January 2023. The Company
determined that the rights acquired under the 2022 auction procedures, that will only become available for use as of 1 July
2023, meet the definition and recognition criteria of intangible assets under IAS 38 Intangible Assets as per 31 December
2022. Amortization will start accordingly to the availability for use on 1 January 2023.
104
Licenses acquired or granted in 2022 have been capitalized as such:
(2) One off amount paid or to pay at commencement
(3) Net present value of the yearly fixed amounts of spectrum fees to be paid over the license period. A corresponding liability
has been recorded in current and non-current fixed assets payable. The net present value corresponds to the discounted
value of the fixed amounts of spectrum fee payable over the license period at the discount rate prevailing at the moment of
the calculation for the maturity of the debt. As from the booking of the debt, unwinding based on the original discount rate
will be recorded in financial expenses and annual payments will be applied against the debt itself.
Internally generated intangible assets
include software development costs generated by the Group staff.
Other intangible assets
mainly relate to software acquired or developed by external suppliers. They are mainly used for the network
applications or for administrative purposes.
The useful lives of intangible assets applied in 2022 remain comparable to those used in 2021.
Investments related to original software acquisition may be fully amortized as well but upgrades of these software, still in use, are
not fully amortized. The same applies to the original site’s research costs.
Intangible assets are not subject to title restriction or pledges as security for liabilities.
Property, plant and equipment
in thousand EUR
31.12.2022
31.12.2021
Net book value of property, plant and equipment in the opening balance
662 770
707 591
Acquisitions of property, plant and equipment
161 890
146 544
Disposals and retirements
0
-20
Depreciation and amortization
-154 055
-197 525
Impairment
-984
-1 444
Reclassifications and other items
-25 021
7 624
Net book value of property, plant and equipment in the closing balance
644 600
662 770
The amount of reclassifications and other items for the financial year 2022 is mainly related to the variation of the dismantling
provision as at 31 December 2022 mainly as a result of the combined effect of the decreased dismantling cost per site, and the
increase of the discount rate. Refer also to the key assumptions used in the section ‘Provision for dismantling’.
in thousand EUR
31.12.2022
Gross
value
Accumulated
depreciation and
amortization
Net book
value
Land and buildings
106 671
-69 980
36 691
Networks and terminals
2 114 842
-1 530 907
583 935
IT equipment
207 180
-189 329
17 851
Other property, plant and equipment
31 606
-25 483
6 123
Total
2 460 299
-1 815 699
644 600
in thousand EUR
31.12.2021
Gross
value
Accumulated
depreciation and
amortization
Net book
value
Land and buildings
103 937
-67 723
36 214
Networks and terminals
2 085 284
-1 485 243
600 041
IT equipment
207 440
-187 373
20 067
Other property, plant and equipment
33 324
-26 876
6 448
Total
2 429 985
-1 767 215
662 770
105
Provision for dismantling
in thousand EUR
31.12.2022
31.12.2021
Provisions for dismantling in the opening balance
89 721
82 592
Discounting with impact on income statement
2 667
192
Utilizations without impact on income statement
-2 672
-688
Changes in provision with impact on assets
-24 826
7 625
Provisions for dismantling in the closing balance
64 890
89 721
o/w non-current provisions
58 103
80 656
o/w current provisions
6 787
9 065
The key assumptions used to measure the network sites dismantling provision are as follows:
31.12.2022
31.12.2021
Number of network sites, Orange Communications Luxembourg S.A. incl. (in units)
4 363
4 628
Average dismantling cost per network site
9.9 till 2025 and
14.7 from 2026
14.9
Inflation rate
9.5% for 2023, 4.9% for
2024, 2.7% from 2025
2.0 %
Discount rate
3.099%
0.253 %
Although size and installation on site may slightly vary from site to site, the provision was calculated on an average dismantling cost
based on the actual costs incurred in the past for similar activities till 2021. For 2021 those costs were estimated at 14,936. During
2022 a refined typology of sites has been implemented refining the expected dismantling costs per site’s type leading to an average
of 9.893 euros per sites for the sites dismantled till end of 2025. The value per site amounts to 14,731 euros per site as from 2026.
The increase of dismantling costs starting in 2026 is due to the cumulative inflation over the year 2023 to 2025 and the mix of sites
typologies that results into a higher average cost of dismantling.
For bigger sites, like MSC’s (Mobile Switching Centre), the provision is calculated on the surface area of the sites rented and an
average dismantling cost per m² based on past similar experience.
Although it is not feasible to estimate the timing of the cash outflows, all network sites are assumed to be dismantled in the future.
Since 2011, the duration of the rental contracts is capped at 15 years. The approach was maintained to evaluate the provision in
2022.
The dismantling provision decreased by 24.8 million euros. This is a combined effect of changes in average dismantling cost per
site, an increase of expected inflation and an increase of discount rate.
Network sites dismantling provision is adjusted when there is sufficient objective evidence that future change in technology or in
legislation will have an impact on the amount of the provision.
Besides network, the dismantling provision also includes 5.1 million euros of accruals related to buildings, Mobile Switching
Centers (MSC’s) and Point-of-Presence (POP’s).
Current fixed assets payable
Current fixed assets payable are non-interest bearing that are generally settled on 30 to 90 days term and are related to Property,
Plant and Equipment investments and, for December 2022, the amounts due for spectrum licenses acquired in 2022. The balance
increased compared to last year (256.5 million euros in 2022, compared to 71.7 million euros a year ago), which is explained by the
recognition of the amounts due in January 2023 and June 2023 for the spectrum licenses allocated on 16 November 2022 for a total
of 194.0 million euros, a decrease in legal payment term evolution (capped at 60 days for Belgian supplier since 1 January 2022)
and a decrease of outstanding invoices at year end.
Non-Current fixed assets payable
Non-current fixed assets payable correspond to the discounted value of the fixed amount to be paid over the lifetime of the
telecommunication license.
106
Note 6: Taxes and levies
Income tax in profit and loss statement
in thousand EUR
31.12.2022
31.12.2021
Current income tax
-21 885
-15 114
Deferred tax expense arising to the origination and reversal of temporary differences
-1 569
2 340
Total tax expenses
-23 454
-12 774
The deferred tax expense arising to the origination and reversal of temporary differences amounting to -1.6 million euros consists of
temporary differences on fixed assets (1.2 million euros), tax losses carried forward (-0.7 million euros), unrecognized deferred taxes
assets (-1.1 million euros) and other temporary differences (-1.0 million euros, mainly consisting of dismantling, other lease liabilities
and revenue from contracts with customers).
Relationship between tax expense and accounting profit
in thousand EUR
31.12.2022
31.12.2021
Earnings before income tax
81 613
52 497
Group income tax rate
25.00
25.00
Theoretical income tax
-20 403
-13 124
Effect of difference between local standard rate and Group rate (*)
-63
55
Effect of permanent differences and other reconciling items (**)
-7.406
-6 504
Effect of tax (without base) affecting current tax (***)
3 570
3 913
Effect of tax (without base) affecting deferred tax
848
2 887
Income tax
-23 454
-12 774
Effective tax rate
28.7%
24.3%
* local rate (Orange Communications Luxembourg S.A.= 27.19%) and Group rate (25.00%)
** consisting of non-deductible expenses, effect of application of patent income deduction and permanent differences
*** adjustment on prior years
Tax expenses amounted to 23.5 million euros in 2022 compared to 12.8 million euros in 2021. The effective tax rate came out at
28.7%, which is an increase compared to the effective tax rate of 24.3% in 2021.
The theoretical amount of tax expenses increased by 7.3 million euros in 2022, given the higher earnings before income tax. In 2022,
the other non-deductible tax expenses and the losses on investments had a negative impact, partly offset by permanent differences
resulting in a net impact of 7.4 million euros (see **). Permanent differences result when an item of income and/or expense is treated
differently for book and tax purposes and the different treatment does not reverse in a subsequent year or result in a basis difference
(for example: disallowed expenses, effect on tax gain/loss on disposal of investments, asset retirement obligation, amongst others).
The effect of permanent differences and other reconciling items equal to -7.4 million euros consists of the impairment of BKM N.V.
and Communithings S.A. and the liquidation of Walcom S.A.
(-7.1 million euros), disallowed expenses (-2.2 million euros), Asset
Retirement Obligation (2.5 million euros), effect of tax credits (-0.7 million euros and other permanent differences (0.1 million euros).
Effect of tax (without base) affecting the deferred tax amounted to 0.8 million euros in 2022.This amount mainly includes CIT included
in the manual adjustments (1.7 million euros) and a change in allowance for deferred taxes (-1.1 million euros).
A positive impact on the taxable year 2021 was recorded in 2022 for an amount of 5.0 million euros for Innovation Income
Deductions, Patent Income Deductions and Investment Deductions (these deduction are considered in the tax expense at the
moment they are definitely granted by the tax administration, which happens in most cases in the following year) , partly offset by a
provision for income tax (-1.2 million euros) (see ***).
Tax position in the statement of financial position
Movements in current tax balances
in thousand EUR
31.12.2022
31.12.2021
Net current tax - opening balance
10 371
4 462
Cash tax payments
-19 211
-9 508
Current income tax expense
21 885
15 114
Changes in consolidation scope, reclassification and translation adjustments
0
303
Net current tax -closing balance
13 045
10 371
Due to the recuperation of carried forward losses, Orange Communications Luxembourg S.A. had no significant current tax expense.
107
Cash tax payments in 2022 include 18.3 million euros of prepayments for 2022.
Movements in deferred tax balances
in thousand EUR
31.12.2022
31.12.2021
Net deferred taxes - opening balance
-2 759
-5 029
Change in income statement
-1 569
2 340
Change in other comprehensive income
-2 482
-45
Changes in consolidation scope, reclassification and translation adjustments
0
-25
Net deferred taxes - closing balance
-6 810
-2 759
in thousand EUR
31.12.2022
31.12.2021
Assets
Liabilities
Income
statement
Assets
Liabilities
Income
statement
Fixed assets
0
2 935
1 211
0
4 146
1 423
Tax losses carryforward
5 061
0
-649
5 710
0
-1 284
Other temporary differences
78 282
86 079
-992
87 076
91 398
2 201
Deferred taxes
83 343
89 014
-430
92 786
95 544
2 340
Unrecognized deferred taxes assets
-1 139
0
-1 139
0
0
0
Netting
-80 601
-80 601
0
-90 986
-90 986
0
Total
1 604
8 413
-1 569
1 800
4 558
2 340
Deferred taxes recorded on Orange Belgium’s operations are essentially related to the marked-to-market value of the interest rate
swap contracts, to the development costs for intranet sites, to the dismantling assets depreciation and to the depreciation of SIM
cards.
The deferred tax asset on carried forward tax losses amounts to 5.1 million euros and is mainly related to Orange Communications
Luxembourg S.A. (4.0 million euros) and BKM N.V. (1.1 million euros). A deferred tax asset is only recognized when it is probable
that the tax entity will have sufficient future taxable profits to recover them. The recoverability of the deferred tax has been assessed
based on the business plans used for impairment testing. This analysis led to the impairment of carried forward tax losses of BKM
N.V. for 1.1 million euros.
Current operating taxes and levies payables
The operating taxes and levies payables amounted to 85.8million euros in 2022 and consist of VAT payables (13.9 million euros);
71.4 million euros taxes charged to pylons and masts - plus default interests calculated at the legal rate; and of 0.4 million euros
related to the Settlements with the Walloon Region, and 0.1 million euros related to Spectrum fees payables.
Current operating taxes and levies receivables
The operating taxes and levies receivables amounted to 3.7 million euros in 2022, compared to 9.2 million euros a year ago and
mainly consist of the recoverable VAT.
Note 7: Interests in associates
In July 2012, the Group participated in the constitution of IRISnet S.C.R.L. The activity of IRISnet S.C.R.L. started on 1 November
2012. The Group owns 28.16%of IRISnet S.C.R.L. equity. The Group is represented on the Board of Directors by 2 out of 7 seats.
This company is consolidated using the equity method. The net result of the year amounts to 390 thousand euros, resulting in a net
carrying amount as at 31 December 2022 of 6,151 thousand euros.
108
Note 8: Financial assets, liabilities and financial result
Financial result
in thousand EUR
31.12.2022
31.12.2021
Financial Costs
-14 132
-3 232
Financial Income
0
0
Total Net Financial Costs
-14 132
-3 232
Net financial result decreased by 10.9 million euros to -14.1 million euros in 2022 which is mainly explained by the costs of guarantee
for contract execution paid in the context of VOO acquisition and higher interest expenses related to the deterioration of the net
debt situation of the company.
Cash and cash equivalents, financial liabilities
in thousand EUR
31.12.2022
31.12.2021
Cash and cash equivalents
Cash equivalents
0
-29 778
Cash
-35 896
-23 957
Total cash and cash equivalents
-35 896
-53 735
Financial liabilities
Intercompany short-term borrowing
104 681
-44
Third parties short-term borrowing
1 116
1 505
Intercompany long-term borrowing
120 794
121 809
Total borrowings
226 591
123 270
Net debt (Financial liabilities - Cash and cash equivalents)
190 695
69 536
The net financial debt at the end of 2022 amounted to 190.7 million euros, an increase of Orange Belgium’s net financial debt position
by 121.1 million euros compared to 69.5 million euros of net financial debt at the end of December 2021.
At year ended 2022, Orange Belgium is financed through long-term credit facilities granted by Orange Group entities and is thus not
directly exposed to adverse changes in market conditions. Combined with the credit facility agreement with Orange SA for an amount
of 180 million euros ensured till March 2023 (after which 60 million euros ensured until March 2024) and the refinanced loan with
Atlas Services Belgium S.A. for an amount of 120 million euros current funding is ensured until mid-June 2026
A large part of these facilities has been used at the end of December 2022 to finance the payment of the spectrum licenses resulting
in a shift from assets to short term financial liability. This short-term liability position will be consolidated into a long-term loan in
2023 once VOO acquisition and the remaining licenses acquired will be paid.
At the end of 2021, Orange Belgium was finance by a Revolving Credit Facility (RCF) between Orange Belgium S.A. and Atlas
Services Belgium S.A. for an amount of 120 million euros contracted in March 2021 and presented as long term, with a maturity of
5 years.
Changes in financial liabilities whose cash flows are disclosed in financing activities in the cash flow statement (see 1.3) are presented
below:
in thousand EUR
Other changes with no impact on cash
flows from financing activities
31.12.2021
Cash Flows
Acquisition
Foreign
exchange
movement
Other
31.12.2022
Intercompany short-term borrowing
44
104 703*
9
104 668
Intercompany long-term borrowing
121 809
-1 404**
0
0
389
120 794
Third party borrowing
1 505
0
0
0
-389
1 116
*In the cash flow statement, the 104.7 million euros are included in the headers “Increase (decrease) of bank overdrafts and short-term borrowings” for an
amount of 98.4 million euros related to cash pool variation and “Finance costs, net” for an amount of 6.3 million euros related to transaction costs incurred.
**As per Consolidated Cash flow statement the -1.4 million euros corresponds to debt issuance of 480.1 million euros and debt repayments of -481.5 million
euros.
The intercompany short-term borrowing and third-party borrowings are presented in the line current financial liabilities in the consolidated statement of financial
position.
109
Financial risks
Liquidity risk
Orange Belgium’s results and outlook could be affected if the terms of access to funding becomes difficult
Orange Belgium is financed through long-term credit facilities granted by Orange Group entities and is thus not directly exposed to
adverse changes in market conditions. Combined with the credit facility agreement with Orange SA for an amount of 180 million
euros ensured till March 2023 (after which 60 million euros ensured until March 2024) and the refinanced loan with Atlas Services
Belgium S.A. for an amount of 120 million euros current funding is ensured until mid-June 2026. In addition, Orange Belgium could
evoke other sources of funding such as bank loans or bonds should financing limitations be imposed by the Orange Group. A large
part of these facilities has been used at the end of December 2022 to finance the payment of the spectrum licenses resulting in a
shift from assets to short term financial liability. This short-term liability position will be consolidated into a long-term loan in 2023
once VOO acquisition and the remaining licenses acquired will be paid.
Interest rate risk
Orange Belgium’s business activities could be adversely affected by interest rate fluctuations
Although Orange Belgium’s long-term credit facilities bear interest at variable rates, the exposure to interest rate risk was considered
low till end of 2022.
However, in the framework of the provision of funding by Atlas Services Belgium SA for the acquisition of VOO and for the purposes
of spectrum purchase, Orange Belgium concluded in 2022 a financing agreement, to be used at VOO closing date, based on floating
interest rate. In view of the amount borrowed and the variability of the interest rate, Orange Belgium decided to deploy a hedge
strategy. To operationalize this strategy, Orange Belgium entered a framework agreement intended to allow for interest rates hedges
related to the credit facility agreement referred to above.
Orange Belgium proposed to use a hedging instrument or pre-hedge to fix all or part of the effect of the variability of the 6-month
rate. The instrument chosen is the IRS (Interest Rate Swap) or forward IRS (which corresponds to an IRS with a deferred start). The
main conditions of this IRS are interest to be received by Orange Belgium on the basis of the 6-month EURIBOR rate and interest
to be paid by Orange Belgium on the basis of the 5-year fixed rate.
The combination of the floating rate loan (paid by Orange Belgium), the floating rate IRS (received by Orange Belgium) and the fixed
rate IRS (paid by Orange Belgium), transforms the floating rate loan into a 5-year fixed rate loan.
Credit rating risk
Downgrades of Orange Belgium’s credit rating or rating outlook could increase its borrowing costs and/or limit its
financing capacity
Orange Belgium is financed through long-term credit facilities granted by Orange Group entities until March 2026. The current
funding agreement does not foresee rating-based funding adjustments. As of 31 December 2022, the Net debt / EBITDAaL ratio
stood at 0.5x. However, rating downgrades could negatively impact the trading terms that Orange Belgium receives from its
suppliers, thus increasing the operational financing needs and overall funding costs.
Counterparty risk on financial transactions
The insolvency or deterioration in the financial position of a bank or other institution with which Orange Belgium has a
financial agreement may have a material adverse effect on the company and its financial position
Orange Belgium does not have any derivative exposure with financial institutions nor term deposits. In addition, the credit balances
on its bank accounts are very limited given that it is operating a cash pooling structure with automatic sweeping of excess funds to
Orange S.A.
However, a default of one of its main banking partners would have a negative impact on its cash management operations. This risk
is mitigated by the fact that Orange Belgium’s Treasury policy foresees working with at least three different banking partners with
an investment-grade rating.
Credit risk
Customer payment defaults could adversely affect Orange Belgium’s financial results and liquidity position
Orange Belgium’s credit policy foresees that all customers who wish to trade on credit terms are subject to credit verification
procedures. If the risk is deemed not acceptable, payment terms are defined as prepayment or cash on delivery.
Orange considers that it has limited concentration in credit risk with respect to trade receivables due to its large and diverse customer
base (residential, professional, and large business customers) operating in numerous industries. In addition, the maximum value of
the counterparty risk on these financial assets is equal to their recognized net carrying value. An analysis of net trade receivables
past due is provided in Note 2.
For loans and other receivables, amounts past due but not provisioned are not material.
110
Foreign exchange risk
Exchange rate fluctuations could adversely affect Orange Belgium’s financial results and liquidity position
Given the mainly local nature of its business Orange Belgium is not exposed to significant foreign currency risk.
General risk management framework
A comprehensive, consistent and integrated risk management approach is in place to capitalize on synergies between Audit, Control
and Risk functions at all levels of the organization. This approach is intended to provide reasonable assurance that operating and
strategic targets are met, that current laws and regulations are complied with, and that the financial information is reliable.
The most important components of the risk management framework are discussed in detail in section 2 of the Corporate Governance
Statement.
Interest-bearing loans and borrowings
in thousand EUR
Nominal
amount end
2022
Nominal
amount end
2021
Interest
rate
Maturity
31.12.2022
31.12.2021
Unsecured revolving credit facility
agreement with Atlas Services Belgium
120 000
120 000
EURIBOR + 0.69
10.03.2026
120 000
120 000
Long-term loans
7 738
7 738
1.70% -
5.48%
31.03.2024 -
01.08.2036
794
1 809
Total long-term loans and borrowings
120 794
121 809
Cash-pool related credit facility with
Orange
0
60 000
EONIA + 0.17
on demand
0
0
Cash-pool related credit facility with
Orange
180 000
ESTER + 0.11
on demand
98 405
0
Uncommitted credit lines with various banks
20 900
20 900
determined upon
withdrawal
on demand
Short-term loans
0
3 119
ST within
1 year
related to
LT loan
31.12.2023
1 116
1 505
Transactions costs on short-term loan
6 276
43
Total short-term loans and borrowings
105 797
1 548
As at 31 December 2022, the Group held hedging derivative financial instruments qualifying for hedge accounting.
Although Orange Belgium’s long-term credit facilities bear interest at variable rates, the exposure to interest rate risk was considered
low till end of 2022.
However, in the framework of the provision of funding by Atlas Services Belgium SA for the acquisition of VOO and for the purposes
of spectrum purchase, Orange Belgium concluded in 2022 a financing agreement, to be used at VOO closing date, based on floating
interest rate. In view of the amount borrowed and the variability of the interest rate, Orange Belgium decided to deploy a hedge
strategy. To operationalize this strategy, Orange Belgium entered a framework agreement intended to allow for interest rates hedges
related to the credit facility agreement referred to above.
Orange Belgium proposed to use a hedging instrument or pre-hedge to fix all or part of the effect of the variability of the 6-month
rate. The instrument chosen is the IRS (Interest Rate Swap) or forward IRS (which corresponds to an IRS with a deferred start). The
main conditions of this IRS are interest to be received by Orange Belgium on the basis of the 6-month EURIBOR rate and interest
to be paid by Orange Belgium on the basis of the 5-year fixed rate.
111
The combination of the floating rate loan (paid by Orange Belgium), the floating rate IRS (received by Orange Belgium) and the fixed
rate IRS (paid by Orange Belgium), transforms the floating rate loan into a 5-year fixed rate loan.
Hedge derivative instruments open at the end of the year 2022 are:
Start Date
End date
Option
Exercise price
Floating rate
Notional Amount
15/05/2023
15/05/2028
IRS
2,7740%
EURIBOR 6 mois
350 000 000
15/05/2023
15/05/2028
IRS
2,8600%
EURIBOR 6 mois
175 000 000
As at 31 December 2021, the Group held no hedging derivative financial instrument qualifying for hedge accounting.
The carrying amount of cash and cash equivalents, trade receivables and other assets, trade payables and other payables is deemed
to represent their fair value considering the associated short-term maturity. Other non-current financial assets are measured at
amortized costs which are deemed to represent their fair value.
Maturity
The following are the remaining contractual maturities of financial assets and liabilities at the reporting date. The amounts are gross
and undiscounted and exclude contractual interest payments and as well as the impact of netting agreements.
Interests are not included for the non-current financial liabilities due to the revolving nature of the credit facility and variable interest
conditions. Borrowings and repayments fluctuate over time, depending on working capital requirements.
in thousand EUR
Year ended December 2022
Amount
Within
1 year
Within
2-5 years
More than
5 years
Financial assets
Non-current financial assets
1 370
1 370
Non-current derivatives assets
9 926
9 926
Trade receivables
166 445
166 445
Current financial assets
463
463
Cash and cash equivalents
35 896
35 896
Financial liabilities
Non-current financial liabilities
120 794
120 794
Non-current derivatives liabilities
Current financial liabilities
105 797
105 797
Current derivatives liabilities
463
463
Trade payables
223 860
223 860
in thousand EUR
Year ended December 2021
Amount
Within
1 year
Within
2-5 years
More than
5 years
Financial assets
Non-current financial assets
2 219
2 219
Non-current derivatives assets
Trade receivables
188 127
188 127
Current financial assets
417
417
Current derivatives assets
243
243
Cash and cash equivalents
53 735
53 735
Financial liabilities
Non-current financial liabilities
121 809
121 809
Non-current derivatives liabilities
Current financial liabilities
1 461
1 461
Current derivatives liabilities
243
243
Trade payables
258 822
258 822
Sensitivity
As indicated above, the main risk area related to external variable elements is the cost of borrowing. Considering an average long-
term debt of 120 million euros in 2022, a 0.5% variation of the floating rate would have 0.9 million euros impact on financing costs.
Considering an average long-term debt of 103 million euros in 2021, a 0.6% variation of the floating rate would have a 0.1 million
euros impact on financing costs.
112
Non-current derivatives assets
Non-current derivatives assets amount to 9.9 million euros and correspond to the fair value of financial derivatives instruments set
in place in the context of the interests hedging strategy.
Fair value of financial assets and liabilities
The table below is presented according to IFRS 9:
in thousand EUR
31.12.2022
Classification under
IFRS 9
(1)
Book
value
Estimated
fair value
Level 1
and cash
Level 2
Level 3
Trade receivables
AC
166 445
166 445
166 445
Financial assets
1 370
1 370
1 370
Equity securities
FVR
1 370
1 370
1 370
Financial assets at amortized cost
AC
0
0
0
Cash and cash equivalents
35 896
35 896
35 896
Cash
AC
35 896
35 896
35 896
Cash equivalents
AC
0
0
0
Trade payables
AC
223 860
223 860
223 860
Financial debts
AC
226 591
220 161
0
220 161
Derivatives (net amount)
(2)
-9 926
-9 926
-9 926
1.
AC” stands for “amortized cost”, “FVR” stands for “fair value through profit or loss”
2.
IFRS 9 classification for derivatives instruments depends on their hedging qualification (in 2022, the derivatives qualified as cash flow hedging
instruments accounted at ‘fair value through equity” instruments
in thousand EUR
31.12.2021
Classification under
IFRS 9
(1)
Book
value
Estimated
fair value
Level 1
and cash
Level 2
Level 3
Trade receivables
AC
188 127
188 127
188 127
Financial assets
2
636
2
636
2
636
Equity securities
FVR
2
219
2
219
2
219
Financial assets at amortized cost
AC
417
417
417
Cash and cash equivalents
53 735
53 735
53 735
Cash
AC
23 957
23 957
23 957
Cash equivalents
AC
29 778
29 778
29 778
Trade payables
AC
258 822
258 822
258 822
Financial debts
AC
123 270
123 270
123 270
1.
“AC” stands for “amortized cost”, “FVR” stands for “fair value through profit or loss”
The financial assets and liabilities measured at fair value in the statement of financial position have been classified based on three
hierarchy levels:
-
level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
-
level 2: inputs that are observable for the asset or liability, either directly or indirectly;
-
level 3: unobservable inputs for the asset or liability.
The fair value of investment securities uses a valuation technique determined according to the most appropriate financial criteria in
each case (comparable transactions, multiples for comparable companies, shareholders’ agreement, discounted present value of
future cash flows).
For financial assets at amortized cost, the Group considers that the carrying amount of cash and trade receivables provide a
reasonable approximation of fair value, due to the high liquidity of these elements.
For financial liabilities at amortized cost, the fair value of financial liabilities is determined using the present value of estimated future
cash flows, discounted using rates observed by the Group at the end of the period.
The Group considers the carrying value of trade payables to be a reasonable approximation of fair value, due to the high liquidity.
The fair value of derivatives is determined using the present value of estimated future cash flows, discounted using the interest
rates observed by the Group at the end of the period.
113
Note 9: Shareholders’ equity
Share capital
No changes have taken place during 2022.
Share capital
(in thousand EUR)
Number of ordinary shares
(in units)
As at 1 January 2022
131 721
59 944 757
As at 31 December 2022
131 721
59 944 757
All ordinary shares are fully paid and have a par value of 2.197 euros.
Dividends
in thousand EUR
31.12.2022
31.12.2021
Dividends on ordinary shares (paid out in 2022)
0
Dividends on ordinary shares (paid out in 2021)
-30 007
Total
0
-30 007
The Orange Belgium Group policy is to balance the appropriate cash returns to equity holders with the requirement of maintaining
a balanced and sound financial position, while leaving sufficient leeway to continue to invest in its convergent strategy and the build-
out of its network. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders.
Considering the spectrum acquired in 2022 and to be partially paid in 2023 and the balance sheet impact of the acquisition of VOO,
the Board of Directors will not propose to the Annual General Meeting of Shareholders on 4 May 2023 to distribute in 2023 a gross
ordinary dividend regarding the financial year 2022.
Treasury shares
As a result of the OPA and the ending of the liquidity contract, Orange Belgium Group cancelled 69,657 treasury shares on 23 July
2021. No Treasury shares were hold at 31 December 2022 anymore.
Note 10: Commitments and contingencies
Operational activities commitments
in thousand EUR
Total
Less than one year
From one to five years
More than five years
Handsets purchases
248 708
200 825
47 883
0
Other goods and services purchases
91 222
30 077
34 934
26 211
Investment commitments
77 635
77 495
140
0
Operational activities commitments
417 565
308 397
80 957
26 211
Guarantees granted
in thousand EUR
Total
Less than one year
From one to five years
More than five years
Guarantees granted
29 641
1 481
3 785
24 375
In 2022, guarantees granted relate to network performance commitments granted to some corporate customers. No other security
(mortgage, pledge or other) has been granted on Orange Belgium assets as at 31 December 2022.
114
Note 11: (Non)-current provisions
in thousand EUR
31.12.2021
Additions
Utilisations
Reversal
Other effect
31.12.2022
Provisions for dismantling
89 721
0
-2 672
0
-22 159
64 890
Provisions for litigations
3 529
1 214
-236
-1 945
0
2 562
Total provisions
93 250
1 214
-2 908
-1 945
-22 159
67 452
in thousand EUR
31.12.2020
Additions
Utilisations
Reversal
Other effect
31.12.2021
Provisions for dismantling
82 592
1 240
-688
0
6 577
89 721
Provisions for litigations
3 481
226
-160
-19
1
3 529
Total provisions
86 073
1 466
-848
-19
6 578
93 250
Accruals for dismantling consist of current (6.8 million euros) and non-current provisions (58.1 million euros) (see also Note 5 –
Other intangible assets).
Provisions for litigations are recorded in other (non)-current liabilities.
Outstanding litigation
Orange Belgium is engaged in various judicial procedures whereby third-party individuals or entities are claiming repair of damages
they claim to have incurred. Each litigation is assessed on an individual basis in order to assess as to whether it is more likely than
not that an outflow of resources will be necessary to settle the litigation and ensures that the assumptions to quantify the provisions
are valid.
Outstanding claims are built up during the previous years and it can be reasonably assumed that they will be subject to a Court
decision or solved by means of a settlement agreement within the coming years.
See Management report, section 6 for detailed information on the disputes.
Network sites dismantling provision
See Note 5 – Other intangible assets and property, plant and equipment.
Waste Electrical and Electronic Equipment
According to the European Directive issued on that subject and to the IFRIC 6 interpretation, Orange Belgium is responsible for the
treatment and disposal of any waste electrical and electronic equipment (i.e. network equipment, IT hardware...) acquired on or
before 13 August 2005.
Orange Belgium is currently selling its electrical and electronic equipment waste to a WEEE certified third-party supplier at a net
selling price which meets all European Directive obligations. The agreement with this supplier also includes Orange Belgium’s
obligations for the period prior to 13 August 2005. No provision has to be recognized in this respect in Orange Belgium’s financial
statements.
115
Note 12: Related parties
Relationships with affiliated enterprises
Balance sheet and income statement
in thousand EUR
31.12.2022
31.12.2021
ASSETS
Current receivables
-51 663
-33 167
LIABILITIES
Current interest-bearing loan
104 549
-215
Non-current interest-bearing loan
120 000
120 000
Current trade payables
20 966
36 903
INCOME AND CHARGES
Sales
53 859
43 828
Purchases
-83 626
-74 850
Interests
-7 434
-833
The ultimate parent entity of Orange Belgium S.A. is Orange S.A., 111 quai du Président Roosevelt, CS 70222, 92449 Issy les
Moulineaux Cedex, France.
Related party transactions
in thousand EUR
31.12.2022
Sales to
related parties
Purchases from
related parties
Amounts owed by
related parties
Amounts owed to
related parties
Orange - Traffic and services
36 781
-44 288
0
Orange - Cash pool
215
-6 289
-52 856
117 350
Orange Affiliates - Traffic and services
15 659
-22 347
493
8 347
Atlas Services Belgium - Loan
16
-870
13
119 818
Brand fees to Orange S.A.
1 188
-17 266
688
Total
53 859
-91 060
-51 663
245 515
in thousand EUR
31.12.2021
Sales to
related parties
Purchases from
related parties
Amounts owed by
related parties
Amounts owed to
related parties
Orange - Traffic and services
30 149
-40 343
-5 033
Orange - Cash pool
-226
-29 778
29 241
Orange Affiliates - Traffic and services
13 679
-17 738
1
631
7 687
Atlas Services Belgium - Loan
-565
13
119 760
Brand fees to Orange S.A.
-16 811
Total
43 828
-75 683
-33 167
156 688
Terms and conditions of transactions with related parties
Terms and conditions for the sale and purchase of traffic and services, to the centralized treasury management agreement and to
the revolving credit facility agreement are determined on an arm’s length basis according to the normal market prices and conditions.
Following the rebranding exercise in 2016, Orange Belgium benefited from a three-year grace period. As from May 2019, a brand
fee is charged on a yearly basis by the ultimate parent Orange S.A. which is mainly calculated as a percentage of retail service
revenues.
In the context of VOO acquisition, the parent company has issued a guarantee of payment in favor the seller corresponding to the
amount of the transaction. No allowance for doubtful debtors on amounts owed by related parties is outstanding at the balance
sheet date.
116
Relationships with Board of Directors members and senior management
in thousand EUR
31.12.2022
31.12.2021
Short-term employees benefits
3 862
3 809
Post-employment benefits
424
444
Other long-term benefits
673
594
Termination benefits
0
0
Total
4 959
4 846
The total remuneration attributed to the Board of Directors (excluding the normal compensation of the CEO which is included in the
table above) is as follows:
in thousand EUR
31.12.2022
31.12.2021
Total Remuneration
259
335
Note 13: Liabilities related to contracts with customers and other assets
related to contracts with customers
Customer contract net assets and liabilities
in thousand EUR
31.12.2022
31.12.2021
Customer contract net assets
59 918
50 715
Costs of obtaining a contract
11 596
10 938
Costs to fulfill a contract
0
0
Total customer contract net assets
71 514
61 653
Prepaid telephone cards
-14 383
-14 762
Connection fees
-584
-533
Other deferred revenue
-45 321
-40 062
Other customer contract liabilities
-797
-665
Total deferred revenue related to customer contracts
-61 085
-56 022
Total customer contract net assets and liabilities
10 429
5 631
The following tables give an analysis of the balances of customer contract net assets:
in thousand EUR
2022
2021
Customer contract net assets - in the opening balance
50 715
51 889
Business related variations
9 203
-1 174
Changes in the scope of consolidation
0
0
Reclassifications and other items
0
0
Reclassification to assets held for sale
0
0
Customer contract net assets - in the closing balance
59 918
50 715
The change in deferred income on customer contracts (prepaid telephone cards, service access fees and other unearned income)
in the statement of financial position is presented below.
in thousand EUR
2022
2021
Deferred revenue related to customer contracts - in the opening balance
56 022
58 968
Business related variations
5 063
-2 946
Changes in the scope of consolidation
0
0
Reclassifications and other items
0
0
Reclassification to assets held for sale
0
0
Deferred revenue related to customer contracts - in the closing balance
61 085
56 022
Trade receivables presented in the consolidated statement of financial position represent an unconditional right to receive
consideration (primarily cash), i.e. the services and goods promised to the customer have been transferred.
117
By contrast, contract assets mainly refer to amounts allocated per IFRS 15 as compensation for goods or services provided to
customers for which the right to collect payment is subject to providing other services or goods under that same contract (or group
of contracts). This is the case in a bundled offer combining the sale of a mobile phone and mobile communication services for a
fixed period, where the mobile phone is invoiced at a reduced price leading to the reallocation of a portion of amounts invoiced for
telephone communication services to the supply of the mobile phone. The excess of the amount allocated to the mobile phone over
the price invoiced is recognized as a contract asset and transferred to trade receivables as the service is invoiced.
Contract assets, like trade receivables, are subject to impairment for credit risk. The recoverability of contract assets is also verified,
especially to cover the risk of impairment should the contract be interrupted. Recoverability may also be impacted by a change in
the legal environment governing offers.
Contract liabilities represent amounts paid by customers to Orange before receiving the goods and/or services promised in the
contract. This is typically the case for advances received from customers or amounts invoiced and paid for goods or services not
yet transferred, such as contracts payable in advance or prepaid packages.
Customer contract assets and liabilities are presented, respectively, in current assets and current liabilities since they are normal
part of the Group’s operations.
in thousand EUR
2022
2021
Costs of obtaining a contract - in the opening balance
10 938
11 295
Business related variations
658
-357
Changes in the scope of consolidation
Reclassifications and other items
Reclassification to assets held for sale
Costs of obtaining a contract - in the closing balance
11 596
10 938
Where a telecommunications service contract is signed via a third-party distributor, this distributor may receive business provider
remuneration, generally paid in the form of a commission for each contract or invoice-indexed commission. Where the commission
is incremental and would not have been paid in the absence of the contract, the commission cost is estimated and capitalized in the
balance sheet. It should be noted that the Group has adopted the simplification measure authorized by IFRS 15 to recognize the
costs of obtaining contracts as an expense when they are incurred if the amortization period of the asset, it would have recognized
in respect of them, would not have exceeded a year.
The costs of obtaining fixed-period mobile service contracts are capitalized and released to profit or loss on a straight-line over the
enforceable contract term, as these costs are generally incurred each time the customer renews the fixed-period.
There are no costs to fulfil a contract in Orange Belgium S.A.
The following table presents the transaction price assigned to unfulfilled performance obligations as at 31 December 2022. Unfulfilled
performance obligations are the services that the Group is obliged to provide to customers during the remaining fixed term of the
contract. As allowed by the simplification method procedure in IFRS 15, these disclosures are only related to performance obligations
with an internal term greater than one year.
in thousand EUR
Total
2022.12
Total
2021.12
Less than one year
Y01
66 542
61 114
Between 1 and 2 years
Y02
21 027
20 087
Between 2 and 3 years
Y03
312
122
Between 3 and 4 years
Y04
63
15
Between 4 and 5 years
Y05
More than 5 years
Y99
Total
87 944
81 338
On the allocation of the total contract transaction price to identified performance obligations, a portion of the total transaction price
can be allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. We have
elected to apply certain available practical expedients when disclosing unfulfilled performance obligations, including the option to
exclude expected revenues from unsatisfied obligations of contracts with an original expected duration of one year or less. These
contracts are primarily monthly service contracts.
In addition, certain contracts offer customers the ability to purchase additional services. These additional services are not included
in the transaction price and are recognized when the customer exercises the option (generally on a monthly basis). They are not
therefore included in unfulfilled performance obligations.
118
Note 14: Lease agreements
In the course of its activities, the Group regularly enters into leases as a lessee. The leases concern the following asset categories:
-
Land and buildings
-
Network and terminals
-
IT equipment; and
-
Other
Lease liabilities
As of 31 December 2022, lease liabilities amount to 262.1 million euros, including non-current lease liabilities of 217.5 million euros
and current lease liabilities of 44.6 million euros.
in thousand EUR
2022
2021
Lease liabilities – in the opening balance
299 919
304 051
Increase with counterpart in right-of-use
13 517
50 268
Decrease in liabilities following rental payments
-51 645
-51 834
Impact of changes in assessments
-21
-2 566
Reclassification and other items
299
-2 566
Lease liabilities – in the closing balance
262 069
299 919
O/w non-current lease liabilities
217 517
255 251
O/w current lease liabilities
44 553
44 669
The decrease in the lease liability and in the right of use assets balances comes from the low level of lease agreements (new and
renewals) signed in 2022 combined with the fact that on going contracts remains cashed out for similar amount as in 2021.
The following table details the undiscounted future cash flows of lease liabilities:
in thousand EUR
31 December
2022
2023
2024
2025
2026
2076
2028 and
beyond
Undiscounted lease liabilities
317 809
43 744
35 518
37 374
21 340
17 910
161 923
Right-of-use assets
in thousand EUR
31.12.2022
Gross
value
Accumulated
depreciation
Accumulated
impairment
Net book
value
Land and buildings
387 341
-139 285
248 056
Networks and terminals
5 688
-4 725
963
IT equipment
3
0
-3
Other right-of-use
24 301
-12 970
-19
11 312
Total right-of-use assets
417 333
-156 980
-22
260 331
in thousand EUR
31.12.2021
Gross
value
Accumulated
depreciation
Accumulated
impairment
Net book
value
Land and buildings
407 261
-121 046
286 215
Networks and terminals
5 779
-4 068
1 711
IT equipment
3
-3
Other right-of-use
21 174
-9 917
-19
11 238
Total right-of-use assets
434 217
-135 031
-22
299 164
in thousand EUR
2022
2021
Net book value of right-of-use assets -in the opening balance
299 164
303 803
Increase (new right-of-use assets)
13 949
54 264
Impact of changes in the scope of consolidation
Depreciation
-52 942
-54 020
Impairment
-4
Impact of changes in the assessments
-139
-4 879
Reclassifications and other items
299
Net book value of right-of-use assets -in the closing balance
260 331
299 164
The total expenses relating to short-term leases for which the recognition exemption is applied is very limited
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Note 15: Significant accounting policies
1. Summary of significant accounting policies
1.1. Transactions in foreign currencies
On initial recognition in the functional currency, a foreign currency transaction is recorded by applying the spot exchange rate
between the functional currency and the foreign currency at the date of the transaction. At each balance sheet date, foreign monetary
assets and liabilities are translated using the closing rate.
Exchange gains and losses are recognized as operational income and expenses when they are related to the operational activities.
Exchange gains and losses are recognized as financial income and expenses only when they are related to the financing activities.
1.2. Business combinations, goodwill and goodwill impairment
Business combinations are accounted for applying the acquisition method:
-
the acquisition cost is measured at the acquisition date at the fair value of the consideration transferred, including all
contingent consideration. Subsequent changes in contingent consideration are accounted for either through profit or loss
or through other comprehensive income in accordance with the applicable standards;
-
if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected
the amounts recognized at that date;
-
Goodwill is the difference between the consideration transferred and the fair value of the identifiable assets and liabilities
assumed at the acquisition date and is recognized as an asset in the statement of financial position.
For each business combination with ownership interest below 100%, non-controlling interests are measured:
-
either at fair value: in this case, goodwill relating to non-controlling interests is recognized; or
-
at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets: in this case, goodwill is only
recognized for the share acquired.
Acquisition related costs are directly recognized in the income statement during the period in which they are incurred.
When a business combination is achieved in stages, the previously held equity interest is re-measured at fair value at the acquisition
date through profit or loss. The attributable other comprehensive income, if any, is recognized on the same basis as would be
required if the previously held equity interests would have been disposed.
Goodwill is not amortized but tested for impairment at least annually or more frequently when there is an indication that it may be
impaired. Therefore, the evolution of general economic and financial trends, the different levels of resilience of the telecommunication
operators with respect to the decline of local economic environments, the changes in the market capitalization values of
telecommunication companies, as well as actual economic performance compared to market expectations represent external
indicators that are analyzed by the Group, together with internal performance indicators, in order to assess whether an impairment
test should be performed more than once a year.
IAS 36 requires these tests to be performed at the level of each Cash Generating Unit (CGU) or groups of CGUs likely to benefit from
acquisition-related synergies. To determine whether an impairment loss should be recognized, the carrying value of the assets and
liabilities of the CGUs or groups of CGUs is compared to the recoverable amount. The recoverable amount of a CGU is its value in
use.
Value in use is the present value of the future cash flows expected to be derived from the CGUs. Cash flow projections are based
on economic and regulatory assumptions, license renewal assumptions and forecast trading conditions drawn up by the Group’s
management, as follows:
-
cash flow projections are based on five-year business plans;
-
cash flow projections beyond that timeframe may be extrapolated by applying a declining or flat growth rate over the next
two years (for some CGUs), followed by a growth rate to perpetuity reflecting the expected long-term growth in the market;
-
the cash flows obtained are discounted using appropriate rates for the type of business and the countries concerned.
Carrying values of CGUs tested include goodwill, intangible assets with indefinite useful life arising from business combinations and
assets with finite useful life (property, plant and equipment, intangible assets and net working capital, including intragroup balances).
Net book values are disclosed at the level of the CGUs and groups of CGUs, i.e. including accounting items related to transactions
with other CGUs and groups of CGUs.
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For a CGU partially owned by the Group, when it includes a portion relating to non-controlling interests, the impairment loss is
allocated between the owners of the parent and the non-controlling interests on the same basis as that on which profit or loss is
allocated (i.e. ownership interest).
Impairment loss for goodwill is accounted for in the income statement and is never subsequently reversed.
The values in use of the businesses, which are most of the recoverable amounts and which support the book values of long-term
assets, are sensitive to the valuation method and the assumptions used in the models. They are also sensitive to any change in the
business environment that is different from the assumptions used. Orange Belgium recognizes assets as impaired if events or
circumstances occur that involve material adverse changes of a permanent nature affecting the economic climate or the assumptions
and targets used at the time of the acquisition. New events or adverse circumstances could conduct Orange Belgium to review the
present value of its assets and to recognize further substantial impairment losses that could have an adverse effect on its results.
Impairment test on the goodwill allocated to the segment “Belgium” is performed at least at the end of each financial year to assess
whether its carrying amount does not exceed its recoverable amount. Estimating the fair value less costs to sell will take into account
Orange Belgium’s share price as quoted on the stock exchange.
1.3. Intangible assets
This asset category includes intangible assets with a finite useful life such as the cost of the telecommunication licenses, the cost
of network design and development, the cost of purchased and internally generated software.
Intangible assets are measured on initial recognition at cost. The cost includes the purchase price, import duties, non-refundable
purchase taxes, after deduction of trade discounts and rebates, and any directly attributable costs of preparing the asset for its
intended use, i.e. costs of employee benefits, professional fees and testing costs.
When an acquisition of intangible assets includes a long-term payment plan of fixed amounts (meaning, predictable based on
calculation criteria which are not under the control of the entity (no variability depending on the activity) with a certain obligation of
payment (expected future minimum payment), the discounted value of the fix amounts over the plan are included in the acquisition
costs. This has been the case for the licenses acquired in 2022 for which the structure of the license fees payable over the life time
of the licenses includes amounts that are eligible to such a qualification. Consequently, licenses acquired in 2022 have been
capitalized as such:
-
One off amount paid at the time the license becomes available for use
-
Net present value of the yearly fixed amounts of spectrum fees to be paid over the license period. A corresponding liability
has been recorded in current and non-current fixed assets payable. This net present value corresponds to the discounted
value of the fixed amounts of spectrum fee payable over the license period at the discount rate prevailing at the moment
of the calculation over the maturity of the debt. As from the booking of the debt, unwinding based on the original discount
rate will be recorded in financial expenses and annual payments will be applied against the debt itself.
After initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses. The residual
value of intangible assets is assumed to be zero unless the conditions provided for by IAS 38 are met.
Intangible assets are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired.
The depreciable amount of an intangible asset with a finite useful life is allocated on a linear basis over its useful life. The amortization
of the mobile licenses starts when they are ready to operate.
Amortization of the licenses should start when the asset is available for use, i.e. when it is in the location and technical condition
necessary for it to be capable of operating in the manner intended by the management, even if the asset is actually not being used.
The license will be available for use when the first geographical zone will be declared “ready to launch” by the technical team. The
full amount will be amortized on a straight-line basis over its remaining useful life of that date.
The GSM and UMTS licenses have been granted for a period of 15 years (originally) and 20 years respectively. The GSM license
renewal for 5 years was terminated in 2021 and replaced twice by short term license renewal for 6 months. These have been
extended twice during 2022. The last extension expired on 31 December 2022.
In 2011, the 4G license has been granted for a period of 15 years, till the 1 of July 2027. The 800 MHz license was acquired in
November 2013 and is valid for a period of 20 years.
In the auction launched in 2022 on the primary phase, Orange Belgium won a total of 200 MHz of frequencies on the 700 MHz, 900
MHz, 1800 MHz, 2100 MHz and 3600 MHz bands. In the secondary phase of the auction, Orange Belgium won 30 MHz of
frequencies in the 1400 MHz band. The rights to use the 700 MHz and 3600 MHz bands started on 1 September 2022 for respectively
20 years and 17 years and 8 months.) The rights of use for the 900, 1800, 2100 MHz bands will begin on 1 January 2023 for a period
of 20 years. For 1400 MHz, the availability for use will start on 1 July 2023 for a period of 20 years.
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The useful life of acquired and internally generated software is 5 years (network software) or 4 years (non-network software) and
their amortization starts when the software is ready for use.
The amortization period and amortization method for an intangible asset with a finite useful life are reviewed at least at each financial
year-end. Any change in the useful life or in the expected pattern of consumption of the future economic benefits embodied in the
asset, is accounted for prospectively as a change in an accounting estimate. The changes in useful life on intangible assets
recognized during the year are determined on individual asset basis. Obsolescence, dismantling or losses are also considered in the
exercise.
Amortization costs are recorded in the income statement under the heading “Depreciation and amortization of other intangible
assets and property, plant and equipment”.
Research costs are expensed as incurred. Development expenditure on an individual project is recognized as an intangible asset
when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale,
its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability
of resources to complete the asset and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried
at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development
is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of
development, the asset is tested for impairment annually.
1.4. Property, plant and equipment
The following items of property, plant and equipment are classified under the tangible assets category: building, network
infrastructure and equipment, IT servers and personal computers, office furniture, leasehold improvements, equipment leased to
customers.
Upon recognition, tangible assets are measured at cost. The cost includes the purchase price, import duties and non-refundable
purchase taxes, after deduction of trade discounts and rebates, and any costs directly attributable to bringing the asset to the
location and condition for it to be capable of operating in the expected manner. The cost of replacing part of an item of property,
plant and equipment is recognized as an asset when incurred and if the recognition criteria are met. All other repair and maintenance
costs are recognized in profit or loss as incurred. The cost also includes the estimated cost to dismantle the network sites and to
refurbish the rented premises when such obligation exists.
The costs related to the installation & activation of the cable and that are directly attributable to bring the asset into working condition
for its intended use, are recognized as an asset.
After initial recognition, tangible assets are measured at cost less any accumulated depreciation and impairment losses.
The depreciable amount of a tangible asset is allocated on a systematic and linear basis over its useful life. The depreciation of a
tangible asset starts when it is ready to operate as intended.
The useful life of each category of tangible assets has been determined as follows:
-
Building
20 years
-
Pylons and network constructions
20 years
-
Optical fiber
15 years
-
Network equipment
5-10 years
-
Messaging equipment
5 years
-
IT servers
5 years
-
Personal computers
4 years
-
Office furniture
5-10 years
-
Leasehold improvements
9 years or rental period if shorter
-
Cable equipment
3-4 years
The residual value and the useful life of a tangible asset are reviewed at least at each financial year-end and, if expectations differ
from previous estimates, the changes are accounted for prospectively as a change in an accounting estimate. The changes in useful
life on tangible assets recognized during the year are determined on individual asset basis. Obsolescence, dismantling or losses are
also considered in the exercise.
The costs related to the activation of the cable also includes the costs related to installation work performed at the customer’s
location to install the modem and are amortized over three years, based upon stable historical usage data available within the Orange
Group.
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Depreciation costs are recorded in the income statement under the heading “Depreciation and amortization of other intangible assets
and property, plant and equipment”.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on de-recognition of the asset is included in the income statement in the year the asset is
derecognized.
Accelerated depreciation is the depreciation of fixed assets at a faster rate early in their useful lives and is mainly used at Orange
Belgium when management decides to take assets out of service early (ex. dismantling of technical sites). The net book value of
that asset will then be depreciated over the remaining period (of service).
The asset retirement obligation (ARO) relating to the network sites is measured based on the known term of sites rental contracts,
assuming a high probability of renewal upon each renewal date and considering that the entire sites park will be dismantled in the
future. The dismantling asset is measured by using appropriate inflation and discount rates.
The Group is required to dismantle technical equipment and restore technical sites.
When the obligation arises, a dismantlement asset is recognized in compensation for the dismantling provision.
The provision is based on dismantling costs (on a per-site basis) incurred by the Group to meet its environmental commitments over
the asset dismantling and site restoration planning. The provision is assessed on the basis of the identified costs for the current
fiscal year, extrapolated for future years using the best estimate of the commitment settlement. This estimate is revised annually and
adjusted where appropriate against the asset to which it relates. The provision is present-discounted.
1.5. Impairment of tangible and intangible items other than goodwill
The Group assesses at each balance sheet date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, Orange Belgium makes an estimate of the asset's recoverable
amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value
in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are
discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses are recognized in the income statement in the operating expenses under the
heading “Impairment of fixed assets” which also includes the losses on material never deployed on sites, IT project never put in
service, site civil works never finally deployed.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously
recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's
or cash-generating unit's recoverable amount. A previously recognized impairment loss is reversed only if there has been a change
in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal
is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal
is recognized in the income statement unless the asset is carried at revalued amount, in which case the reversal is treated as a
revaluation increase.
1.6. Borrowing costs
Borrowing costs are capitalized after 1 January 2009. Evaluation of the need to capitalize borrowing costs is made at project level.
Up to end of 2008, borrowing costs were recognized as an expense in the period in which they occurred.
1.7. Government grants
A government grant is recognized when there is a reasonable assurance that the grant will be received, and the conditions attached
to them are complied with.
When the grant relates to an expense item, it is recognized as income over the period necessary to match on a systematic basis to
the costs that it is intended to compensate.
Where the grant relates to an asset, the fair value is credited to the carrying amount of the asset and is released to the income
statement over the expected useful life of the relevant asset by equal annual instalments.
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1.8. Taxes
Current income taxes
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the balance sheet date.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax basis
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences, except:
-
where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilized except:
-
where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
-
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be
utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance
sheet date.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation
authority.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax except:
-
where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which
case the sales tax is recognized as part of the acquisition cost of the asset or as part of the expense item as applicable;
and
-
receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in
the balance sheet.
124
Operational taxes: IFRIC 21
The IFRIC 21 interpretation was adopted by the European Union in the first semester 2014. It defines the obligating event that gives
rise to a liability to pay a levy (as the activity that triggers the levy) and refers to other standards to determine whether the recognized
liability gives rise to an asset or expense.
Orange Belgium applies IFRIC 21 in the consolidated financial statements to a limited number of levies whose accounting is modified
by the interpretation: property withholding tax, tax on office space, tax on class 1/2/3 sites (hazardous and/or insalubrious sites),
sites tax and taxes on advertising boards, panels, etc.
1.9. Inventories
Inventories are assets held for sale in the ordinary course of business, i.e. handsets and accessories.
Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises all costs of purchase, cost
of conversion and other costs incurred in bringing the inventories to their present location and condition. The measurement of our
inventories is determined by the weighted average method. The weighted average unit cost is the total amount that has been paid
for the inventory divided by the number of units in the inventory. Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
1.10. Cash and cash equivalents
Cash and cash equivalents include cash on hand and cash deposits with a maximum term of 3 months. Cash and cash equivalents
held with financial institutions are measured at nominal value. Banks and intercompany cash pooling overdrafts are classified as
short-term financial liabilities.
1.11. Own shares (liquidity contract)
The purchase of own (Orange Belgium) shares or obligations in the framework of a liquidity contract are accounted for as a deduction
from equity.
1.12. Long-term provisions
Provisions are recognized when Orange Belgium has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
Where Orange Belgium expects some or all of the provision to be reimbursed, the reimbursement is recognized as a separate asset
but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net
of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is
recognized as a borrowing cost.
The estimate of the dismantling costs regarding the network sites and of the refurbishment costs related to the rented premises is
recognized as an item of tangible asset. This estimate is also recognized as a provision that is measured by using appropriate
inflation and discount rates.
1.13. Employee benefits
Short-term employee benefits, such as wages, salaries, social security contributions, paid annual leave, profit-sharing and bonuses,
medical care, company cars and others are recognized during the period in which the service has been rendered by the employee.
Short-term employee benefits are shown as liabilities as a result of a legal or constructive present obligation and when a reliable
estimate of such liabilities can be made.
As a consequence of the law of 18 December 2015, minimum returns are guaranteed by the employer as follows:
-
for the contributions paid as from 1 January 2016, a new variable minimum return based on OLO rates, with a minimum of
1.75% and a maximum of 3.75%. In view of the low rates of the OLO in the last years, the return has been initially set to
1.75%;
-
for the contributions paid until end December 2015, the previously applicable legal returns (3.25% and 3.75% respectively
on the employer and employee contributions) continue to apply until retirement date of the participants.
In view of the minimum returns guarantees, those plans qualify as Defined Benefit plans.
125
In order to ensure that the defined contribution pension plan in force guarantees its participants the minimum return required by law
at the date of departure regarding the access, Orange Belgium ordered a complete actuarial computation under the PUC method.
The actuary performed projections according to a pre-defined methodology and with certain assumptions. This report indicates that
the accumulated reserves are sufficient to cover any deficit and this for all scenarios. As a consequence, as of 31 December 2022,
no provision has been recognized. As Orange Belgium S.A. has no unconditional right to a refund or a reduction in future cash
contributions no asset has been recognized neither.
1.14. Leases
Orange Belgium S.A. classifies as a lease, a contract that conveys to the lessee the right to control the use of an identified asset for
a given period, including a service contract if it contains a lease component.
Orange Belgium S.A. has defined four major lease contract categories:
1.
Land and buildings: these contracts mainly concern commercial (point of sale) or service activity (offices and head office) leases,
as well as leases of technical buildings not owned by the Group. Real estate leases entered into in Belgium generally have long
terms (between 7 and 11 years).
2.
Networks and terminals: the Group is required to lease a certain number of assets in connection with its mobile activities. This
is notably the case of lands to be used to install antennas, mobile sites leased from a third-party operator and certain “TowerCos”
contracts (companies operating telecom towers). Leases are also entered into as part of fixed wireline access network activities.
3.
IT (& network) equipment: this asset category primarily comprises leases of servers and hosting space in datacenters.
4.
Other: this asset category primarily comprises leases of vehicles.
There are no real relevant differences in the four categories in the context of IFRS 16, the rules and calculation methods are identical.
Leases are recognized in the consolidated statement of financial position via an asset reflecting the right to use the leased assets
and a liability reflecting the related lease obligations. In the consolidated income statement, amortization and depreciation of the
right-of-use asset is presented separately from the interest expense on the lease liability. In the consolidated statement of cash
flows, cash outflows relating to interest impact operating flows, while repayments of the lease liability impact financing flows.
Finally, Orange Belgium S.A. applies the following authorized practical expedients:
-
Exclusion of leases with a residual term expiring within 12 months of the first application data. This practical expedient is
applied for all contracts, including those with a tacit renewal clause at the transition date. In applying this practical
expedient, the Group calls on its judgment and experience gained in the previous years to determine whether it is
reasonably certain to exercise a renewal option, taking account of the relevant facts and circumstances.
-
Exclusion of leases of assets with a replacement value of less than approximately 5,000 euros;
-
Exclusion of initial direct costs from the measurement of the right-of-use asset at the date of first-time application; and
-
The inclusion in the opening balance sheet of provisions for onerous contracts measured as of 31 December 2018 pursuant
to IAS 37, as an alternative to impairment testing of right-of-use assets in the opening balance sheet.
a)
Accounting policies Lease Liabilities:
Orange Belgium S.A. recognizes a liability (i.e. a lease liability) at the date the underlying asset is made available. This lease liability
is equal to the present value of fixed and fixed in-substance payments not paid at that date, plus any amounts that Orange is
reasonably certain to pay at the end of the lease, such as the exercise price of a purchase option (where it is reasonably certain to
be exercised), or penalties payable to the lessor for terminating the lease (where the termination option is reasonably certain to be
exercised).
Orange Belgium S.A. only takes into account the lease component of lease when measuring the lease liability. For certain asset
classes where the lease includes service and lease components, the Group may recognize a single contract classified as a lease
(i.e. without distinction between the service and lease component).
Orange systematically determines the lease term as the period during which leases cannot be canceled, plus periods covered by
any extension options that the lessee is reasonably certain to exercise and by any termination options that the lessee is reasonably
certain not to exercise.
For open-ended leases, Orange Belgium S.A. generally adopts the notice period as the enforceable period. The Group nonetheless
assesses, based on the circumstances of each lease, the enforceable period taking account of certain indicators such as the
existence of non-insignificant penalties in the event of termination by the lessee. The Group considers in particular the economic
importance of the leased asset when determining this enforceable period.
For each contract, Orange Belgium S.A. applies a discount rate determined based on the loan yield specific to each contract,
according to its term plus the Group's credit spread if the interest rate can’t be readily determined from the contract.
126
In order to determine the loan yield specific to each contract, Orange Belgium applies the following method:
-
Determination of a risk-free rate curve according to the currency and maturity based on government bond yields.
-
Application of Orange Belgium S.A.’s credit spread according to the currency and maturity.
-
Selection of the applicable rate for each lease contract, corresponding to the average maturity of the contract.
After the lease commencement date, the amount of the lease liability may be reassessed to reflect changes introduced in the
following main cases:
-
A change in term resulting from a contract amendment or a change in assessment of the reasonable certainty that a renewal
option will be exercised, or a termination option will not be exercised;
-
a change in the amount of lease payments, for example following application of a new index or rate in the case of variable
payments; and
-
any other contractual change, for example a change to the scope of the lease or the underlying asset.
b)
Accounting policies ROU assets:
A right-of use is recognized as an asset, with a corresponding lease liability. The right-of-use asset is equal to the amount of the
lease liability at inception.
Work performed by the lessee and modifications to the leased asset, as well as guarantee deposits, are not components of the right-
of-use asset and are recognized in accordance with other standards.
Finally, the right-of-use asset is depreciated in the consolidated income statement on a straight-line basis over the lease term
adopted by the Group.
c)
Accounting policies Identified assets:
-
In certain circumstances, Orange Belgium rents a space to set up an antenna. Most often, the space is a piece of land or
a
part of a rooftop or balcony etc.… The identified asset is the part of land which is rented per the terms of the lease
contract. In most circumstances, the lease contract does not allow the owner of the space to substitute it by another one.
Consequently, the contracts most often do not include a substitution right to the owner. All benefits from use of the part
of the land rented are obtained by Orange Belgium. In certain circumstances, Orange Belgium rents a space on the tower
and/or in the shelter from a third-party operator. This space can be defined as a dedicated space, volume or payload in
the contract. The contract conveys the right to use an identified asset. The space in the tower and granted by the third-
party operator is physically identifiable. Even in the case the space would not be explicitly specified in the contract, it will
become identified at the time the spot is made available for Orange Belgium to install its equipment. When the contract
allows the owner of the tower to substitute the space which is initially rented by Orange Belgium, this right either is generally
exercisable only in very specific cases (security, heightening of the tower…) which cannot be anticipated at the beginning
of the contract, or is subject to the pre-approval of Orange. Consequently, this substitution right is deemed not substantive
for the supplier. All the economic benefits from use of the space are obtained by Orange Belgium.
-
Fixed wireline: these leases mainly concern access to the local loop where Orange is a market challenger (total or partial
unbundling), as well as the lease of land transmission cables.
-
Regarding the access to the local loop, the identified asset is the dedicated pair of copper wires installed from the
telephone exchange / central office to the customer's premises. In most cases, the purchase order forms explicitly
mention the specific pair of copper wires related to Orange. Even if the pair of copper wires is not explicitly specified
in the purchase order form, it will become identified when the subscriber’s access is granted to Orange by the
incumbent. Then Orange is able to connect the pair of copper wires from its own DSLAM to the customer premises
set-top box. The full unbundling contracts do not permit any substitution right. All the economic benefits from the
use of the dedicated pairs of copper are obtained by Orange. Indeed, Orange has the exclusive use of the dedicated
pair of copper wires to deliver retail telecommunication services (voice and broadband) to its final customer in
exchange for a subscription fee, which is determined by Orange.
However, as this is not material (only 10 lines are still in use representing a total yearly cost of approximately 2,000
euros) for Orange Belgium S.A., these contracts are not part of the IFRS16 calculation.
-
Regarding the lease of land transmission cables, Orange Belgium lease either a specific cable or a capacity portion
of a cable.
In some cases, the supplier grants Orange Belgium the use of an identified and fully dedicated cable (for
example dark fiber cable) for a determined period. Orange Belgium is responsible for directing and operating
the dark fiber
with its own active network equipment and resources. The identified asset is the dedicated
dark fiber installed by the supplier from a point A to a point B. In most cases, the contracts or the purchase
order forms explicitly mention the specific dark fiber involved (usually described by an identification number).
Even in the case where the dark fiber is not explicitly specified in the purchase order form, it will become
identified at the time the access is granted to Orange by the supplier. Then Orange is able to connect its own
active equipment to the dedicated dark fiber. Unless
a substantive substitution right is properly identified in
a contract, Orange considers that the dedicated dark fibers are identified assets. Furthermore, all the
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economic benefits from the use of the dedicated dark fiber are obtained by Orange. Indeed, Orange has the
exclusive use of the dedicated fiber cable used for core network operations purposes.
In some cases, the supplier grants Orange Belgium a high-speed access link connecting two geographic
points for a determined transmission capacity and period. The supplier is responsible for directing and
operating the lines and their maintenance with its own active network equipment and resources. This form of
capacity arrangement does not convey the right to use an identified asset. This form of leased lines
arrangement (capacity arrangement) only conveys to Orange a right to access a capacity (i.e. a quantity) as
mentioned in the offers. This kind of agreement does not fall within the scope of IFRS 16.
1.15. Loyalty commissions
Loyalty commissions earned by the distribution channels on post-paid contracts are recognized upfront upon contract subscription.
1.16. Financial discounts
Financial discounts granted to customers or received from suppliers for early payments are deducted from revenue and costs of
sales as incurred.
1.17. Dividend
A dividend declared by the General Assembly of the shareholders after the balance sheet date is not recognized as a liability at that
date.
1.18. TV content contracts
Expenses related to acquired TV distribution rights are recognized in the profit and loss statement as incurred and not capitalized
as intangible asset and consequently amortized over the term of the contract. The Company believes that it only acquires the
distribution right to air a certain channel and has no view or influence on future scheduling and content. As such, there is only a
limited ability to predict significant audiences or revenues from future airings, which implies that the acquired TV distribution rights
do not meet the requirements to be recognized as an intangible asset under IAS 38.
1.19 Segment reporting
Decisions on allocation of resources and operating segments’ performance assessment of Group components are made by the
Chief Executive Officer (main operational decision-maker) at operating segments’ level, mainly composed by geographical locations.
Thus, the operating segments are:
-
Belgium; and
-
Luxembourg.
The use of shared resources is taken into account in segmental results based either on contractual agreements terms between legal
entities, or external benchmarks, or by allocating costs among all segments. The supply of shared resources is included in other
revenues of the service provider, and the use of the resources is included in expenses taken into account for the calculation of the
service user’s EBITDAaL (as from accounting year 2019). The cost of shared resources may be affected by changes in contractual
relationships or organization and may therefore impact the segment results disclosed from one year to another.
1.20. Financial instruments
The standard IFRS 9 "Financial instruments" is of mandatory application since 1 January 2018.
IFRS 9 comprises three phases: classification and measurement of financial assets and liabilities, impairment of financial assets and
hedge accounting.
Classification and measurement of financial assets and liabilities
The classification proposed by IFRS 9 determines the way assets are recognized and measured. The financial asset classification
depends on the combination of the following two criteria:
-
the Group’s business model for managing financial assets; and
-
the contractual cash flow characteristics of the financial asset (whether or not solely payments of principal and interest).
Based on the combined analysis of these two criteria, IFRS 9 identifies three business models:
-
Financial assets measured at fair value through profit or loss (FVR)
Certain investment securities which are not consolidated or equity-accounted, and cash investments such as negotiable
debt securities and deposits, that are compliant with the Group’s risk management policy or investment strategy, may be
designated by Orange as being recognized at fair value through profit or loss. These assets are recognized at fair value at
inception and subsequently. All changes in fair value are recorded in net financial expenses.
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-
Financial assets measured at fair value through other comprehensive income that may be reclassified (or not) to profit or loss
(FVOCI)
Investment securities which are not consolidated or equity-accounted are, subject to exceptions, recognized as assets at
fair value through other comprehensive income that may not be reclassified to profit/loss. They are recognized at fair value
at inception and subsequently. Temporary changes in value and gains (losses) on disposals are recorded in other
comprehensive income that may not be reclassified to profit/loss.
-
Financial assets measured at amortized cost (AC)
This category mainly includes loans and receivables. These instruments are recognized at fair value at inception and are
subsequently measured at amortized cost using the effective interest method. If there is any objective evidence of impairment
of these assets, the value of the asset is reviewed at the end of each reporting period. An impairment loss is recognized in
the income statement when impairment tests demonstrate that the financial asset carrying amount is higher than its
recoverable amount. For trade receivables, the provisioning system also covers expected losses.
Assets previously classified as available-for-sale assets and held-to-maturity investments under IAS 39 are now presented in the
following categories:
-
financial assets at fair value through profit or loss;
-
financial assets at fair value through other comprehensive income;
-
financial assets at fair value through other comprehensive income that may be reclassified to profit or loss; and
-
financial assets at amortized cost.
Impairment of financial assets
IFRS 9 introduced a new expected loss model for impairment of financial assets. The new standard requires expected credit losses
to be taken into account from the initial recognition of financial instruments. In addition to the existing provision system, the Group
has elected to apply a simplified approach of anticipated impairment upon asset recognition.
Hedge accounting
Derivative instruments are measured at fair value in the statement of financial position and presented according to their maturity
date regardless of whether they qualify for hedge accounting under IFRS 9.
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposure.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value and changes
therein are generally recognized in profit and loss.
The Group designate certain derivatives as hedging instruments to hedge variability in cash flows associated with highly probable
forecast transactions arising from changes in foreign exchange rates and interests rates.
At inception of designated hedging relationship, the Group documents the risk management objective and strategy for undertaking
the hedge. The Group also document the economic relationship between the hedged item and the hedge instrument, including
whether the changes in cash flows of hedged item and hedging instruments are expected to offset each other.
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative
is recognized in OCI and accumulated in the hedging reserve. Any ineffective portion of the hedge of changes in the fair value of the
derivative is recognized immediately in profit and loss.
If the hedge no longer meets the criteria for hedge accounting or the hedge instrument tis sold, expires, is terminated or exercised,
then hedge accounting is terminated prospectively. When hedge accounting for cash flow hedged is discontinued, the amount that
has been accumulated in the hedging reserve remains in equity until, for a hedge of transaction resulting in recognition of a non-
financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified
to profit and loss in the same period or periods as the hedge expected future cash flow affect the profit and loss.
If the hedge future cash flows are no longer expected to occur, then the amount that have been accumulated in the hedging reserve
and the cost of hedging reserve are immediately reclassified to profit and loss.
Interest-bearing loans and borrowings
Loans and borrowings are initially recognized at the fair value of the consideration received less directly attributable transaction
costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective
interest method.
Gains and losses are recognized in income when the liabilities are derecognized as well as through the amortization process.
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Trade and other short-term payables
Trade and other short-term payables with no stated interest rate are measured at the original invoice or nominal amount when the
effect of discounting is immaterial.
Offsetting a financial asset and a financial liability
Trade receivables and payables are offset and the net amount is presented on the face of the balance sheet when such amounts
may legally be offset and a clear intention to settle them on a net basis exists.
1.21 Revenue from contracts with customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces
IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations.
Most revenue falls within the application scope of IFRS 15 “Revenue from contracts with customers”. Orange’s products and
services are offered to customers under service contracts only and contracts combining the equipment used to access services
and/or other service offers. Revenue is recognized net of VAT and other taxes collected on behalf of governments.
1.
Standalone service offers (mobile services only, fixed services only, convergent service)
Orange Belgium S.A. proposes to Mass market and Corporate markets customers a range of fixed and mobile telephone services,
fixed and mobile Internet access services and content offers (TV). Some contracts are for a fixed term (generally 12 or 24 months),
while others may be terminated at short notice (i.e. monthly arrangements or portions of services).
Service revenue is recognized when the service is provided, based on use (e.g. minutes of traffic or bytes of data processed) or the
period (e.g. monthly service costs).
Postpaid mobile revenues are recognized without reference to actual data or voice usage/allowance. The voice or data allowance
or the postpaid tariff plan does not have any impact on the calculation of the transaction price or enforceable period. For limited
data offers however, any actual excess data usage is billed and recognized as revenue as incurred.
Under some content offers, Orange may act solely as an agent enabling the supply by a third-party of goods or services to the
customer and not as a principal in the supply of the content. In such cases, revenue is recognized net of amounts transferred to the
third-party.
Contracts with customers generally do not include a material right, as the price invoiced for contracts and the services purchased
and consumed by the customer beyond the specific scope (e.g. additional consumption, options, etc.) generally reflect their
standalone selling prices. Service obligations transferred to the customer at the same pace are treated as a single obligation.
When contracts include contractual clauses covering commercial discounts (initial discount on signature of the contract or
conditional on attaining a consumption threshold) or free offers (e.g. three months of subscription free of charge), Orange Belgium
SA defers these discounts or free offers over the enforceable period of the contract (period during which Orange Belgium S.A. and
the customer have a firm commitment). Where applicable, the consideration payable to the customer is recognized as a deduction
from revenue in accordance with the specific terms and conditions of each contract.
2.
Separate equipment sales
Orange Belgium S.A. proposes to Mass market and Corporate market customers several ways to buy their equipment (primarily
mobile phones): equipment sales may be separate from or bundled with a service offer. When separate from a service offer, the
amount invoiced is recognized in revenue on delivery and receivable immediately or in instalment over a period of up to 24 months.
Where payments are received in instalments, the offer comprises a financial component and interest is calculated and deducted
from the amount invoiced and recognized over the payment period in net finance costs. Such transactions are however limited.
When the equipment sale is combined with a service offer, the amount allocated to the equipment (bundled sale – see below) is
recognized in revenue on delivery and received over the service contract.
Where Orange purchases and sells equipment to indirect channels, the Group generally considers that Orange maintains control
until final resale to the end-customer (the distributor acts as an agent), even where ownership is transferred to the distributor. Sales
proceeds are therefore recognized when the end-customer takes possession of the equipment (on activation).
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3.
Bundled equipment and service offers
Orange proposes numerous offers to its Mass market and Corporate market customers comprising equipment and services (e.g. a
communications contract).
Equipment revenue is recognized separately if the two components are distinct (i.e. if the customer can receive the services
separately). Where one of the components in the offer is not at its separate selling price, revenue is allocated to each component in
proportion to their individual selling prices. This is notably the case in offers combining the sale of a mobile phone at a reduced
price, where the individual selling price of the mobile phone is considered equal to its purchase cost plus a commercial margin
based on market practice.
The provision of Modems and decoders (For Internet / TV offers) is neither a separate component of the Cable access service nor a
lease, as Orange maintains control of the box and modems.
4.
Service offers to carriers (wholesale)
The Group has mainly the following possible types of commercial agreements entered into with Operator customers for domestic
wholesale activities and International carrier offers:
-
Pay-as-you-go model: contract generally applied to “legacy” regulated activities (roaming, data solution contracts,…),
where contract services are not covered by a firm volume commitment. Revenue is recognized as the services are
provided (which corresponds to transfer of control) over the contractual term; and
-
Send-or-pay model: contract where the price, volume and term are defined. The customer has a commitment to pay the
amount indicated in the contract irrespective of actual traffic consumed over the commitment period. This contract
category notably includes certain MVNO contracts. The related revenue is recognized progressively based on actual
traffic during the period, to reflect transfer of control to the customer. In case MVNO contracts are structured with a
minimum commitment, minimum commitments are recognized as revenue unless usage exceeds the minimum
commitment.
Specific revenue streams and related recognition criteria are as follows:
Sales of equipment
Sales of equipment to the distribution channels and to the final customers are recognized in revenue upon delivery. Consignment
sales are recognized in revenue upon sale to the final customer.
Revenue from the sale of prepaid cards
Sales of prepaid cards are recognized at facial value as deferred income at the time of sale and released in the profit and loss
statement as revenue upon usage.
Interconnection revenue
Traffic revenue paid by other telecommunication operators for use of our network is recognized upon usage.
Revenue sharing
Revenue arising from contracts with third-party content providers is recognized after deduction of the fees paid to them in
remuneration of the product or service delivered.
Revenue deferred until payment for which collection is not considered probable
Revenue of which the collectability is not reasonably assured at the point of sale is deferred until the payment has been received.
1.22
Earnings per share
The Group discloses both basic earnings per share and diluted earnings per share for continuing operations:
-
basic earnings per share are calculated by dividing net income for the year attributable to the equity holders of the Group
by the weighted average number of ordinary shares outstanding during the period;
-
diluted earnings per share are calculated based on the same net income and weighted-average number of ordinary shares
outstanding after adjustment for the effects of all dilutive potential ordinary shares.
When basic earnings per share are negative, diluted earnings per share are identical to basic earnings per share. Treasury shares
owned, which deducted from the consolidated equity, do not enter into the calculation of earnings per share.
131
1.23
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and
obligations for the liabilities, relating to the arrangement. Those parties are called joint operators.
A joint operator shall recognize in relation to its interest in a joint operation:
-
its assets, including its share of any assets held jointly;
-
its liabilities, including its share of any liabilities incurred jointly;
-
its revenue from the sale of its share of the output arising from the joint operation;
-
its share of the revenue from the sale of the output by the joint operation; and
-
its expenses, including its share of any expenses incurred jointly.
As joint operator, the Group accounts for the assets, liabilities, revenues and expenses relating to its interest in its joint operations
in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.
Note 16: Subsequent events
Orange Belgium and Telenet sign two commercial wholesale agreements providing access to each other’s Hybrid Fiber
Coaxial and Fiber to the Home networks
Orange Belgium and Telenet have signed two commercial fixed wholesale agreements, which entry into force is subject to the
completion of the transaction related to the acquisition of 75% minus one share of VOO by Orange Belgium. The agreements will
provide access to each other’s fixed networks for a 15-year period and cover both current Hybrid Fiber Coaxial and future Fiber to
the Home technologies in both network areas. Orange Belgium believes these agreements will foster investment, benefit the
customer and competition in the Belgian telecom market. With these agreements, Orange Belgium firstly secures an access to
Telenet’s Hybrid Fiber Coaxial network and to its future Fiber to the Home network for 15 years, a key enabler to strengthen its
nationwide convergent strategy. Combined with its state-of-the-art mobile network and with the modernization of the VOO network
in the regions of Wallonia and Brussels-Capital, Orange Belgium will democratize the multi-gigabit fixed and mobile speed
experience all over the country. Secondly, Orange Belgium will provide Telenet wholesale access to VOO and Brutélé’s Hybrid Fiber
Coaxial network and to its future Fiber to the Home network in the regions of Wallonia and Brussels-Capital. It will also secure
Telenet as a wholesale customer, increasing network penetration and return on modernization investments. The entry into force of
these agreements is subject to completion of the transaction for the acquisition of 75% minus one share of VOO by Orange Belgium
which requires notably the approval of the European Commission.
RAN sharing agreement between Orange Belgium and Proximus
On 25 November 2019, Orange Belgium and Proximus signed an agreement with the purpose of establishing a 50-50 joint venture
on radio mobile access network sharing, covering 2G, 3G, 4G and 5G technologies. Telenet lodged a complaint with the national
competition authority against this agreement. On 10 January 2020 the Competition Authority decided by means of provisional
measures, that the BIPT could further assess the agreement for an additional period of 2 months. These measures expired on 16
March 2020 and Orange Belgium and Proximus have resumed works for the implementation of the project. On 1 April 2020 both
companies transferred the relevant people to the newly created joint operation “MWingz”.
On 30 January 2023 the Prosecutor published its decision that the RAN-sharing agreement does not lead to a (potential) restriction
of competition, not at the level of the spectrum auction, nor in the retail and wholesale markets for mobile telecommunication
services. By this decision, the Telenet complaint against the agreement is closed without further consequences for the agreement.
As the deadline to appeal is expired, the decision is final.
VOO Acquisition
On 20 March 2023, the European Commission has approved the acquisition of 75% minus one share of the capital of VOO SA by
Orange Belgium. This decision, which validates the commitments already taken by Orange Belgium, allows the company to move
forward with the acquisition.
None of the above-mentioned events were adjusting events and no other adjusting events arose between the balance sheet date
and the date at which the financial statements have been authorized for issue.
132
Note 17: Glossary
Financial KPIs
Revenues
revenues in line with the offer
Provide Group revenues split in convergent services, mobile only services, fixed only services, IT & integration
services, wholesale, equipment sales and other revenues.
retail service revenues
Revenue aggregation of revenues from convergent services, mobile only services, fixed only services, IT &
integration services.
convergent services
Revenues from B2C convergent offers (excluding equipment sales). A convergent offer is defined as an offer
combining at least a broadband access (xDSL, FTTx, cable or Fixed-4G (fLTE) with cell-lock) and a mobile voice
contract (excluding MVNOs: Mobile Virtual Network Operator). Convergent service revenues do not include
incoming and visitor roaming revenues.
mobile only services
Revenues from mobile offers (excluding B2C convergent offers and equipment sales) and M2M connectivity,
excluding incoming and visitors roaming revenues.
fixed only services
Revenues from fixed offers (excluding B2C convergent offers and equipment sales) including (i) fixed broadband,
(ii) fixed narrowband, and (iii) data infrastructure, managed networks, and incoming phone calls to customer
relations call centres.
IT & integration services
Revenues from collaborative services (consulting, integration, messaging, project management), application
services (customer relationship management and infrastructure applications), hosting, cloud computing services,
security services, video-conferencing and M2M services. It also includes equipment sales associated with the
supply of these services.
Wholesale
Revenues with third-party telecom operators for (i) mobile: incoming, visitor roaming, domestic mobile
interconnection (i.e. network sharing and domestic roaming agreement) and MVNO, and for (ii) fixed carriers
services.
equipment sales
Revenues from all mobile and fixed equipment sales, excluding (i) equipment sales associated with the supply of
IT & Integration services, and (ii) equipment sales to dealers and brokers.
other revenues
Include (i) equipment sales to brokers and dealers, (ii) portal, on-line advertising revenues, (iii) corporate
transversal business line activities, and (iv) other miscellaneous revenues.
Profit & Loss
Data on a comparable basis
Data based on comparable accounting principles, scope of consolidation and exchange rates are presented for
previous periods. The transition from data on an historical basis to data on a comparable basis consists of
keeping the results for the period ended and then restating the results for the corresponding period of the
preceding year for the purpose of presenting, over comparable periods, financial data with comparable
accounting principles, scope of consolidation and exchange rate.
The method used is to apply to the data of the corresponding period of the preceding year, the accounting
principles and scope of consolidation for the period just ended as well as the average exchange rate used for the
income statement for the period ended.
Changes in data on a comparable basis reflect organic business changes. Data on a comparable basis
is not a financial aggregate as defined by IFRS and may not be comparable to similarly-named indicators used
by other companies.
EBITDAaL
(since 1 January 2019)
EBITDA after lease is not a financial measure as defined by IFRS. It corresponds to the net profit before: taxes;
net interest expense; share of profit/losses from associates; impairment of goodwill and fixed assets; effects
resulting from business combinations; reclassification of cumulative translation adjustment from liquidated
entities; depreciation and amortization; the effects of significant litigation, specific labour expenses; review of the
investments and business portfolio, restructuring costs.
Cash flow statement
Operating cash flow
EBITDAaL minus eCapex since 1 January 2019.
Organic cash flow
Organic cash flows correspond to net cash provided by operating activities decreased by capex/eCapex and the
repayment of lease liabilities, increased by proceeds from sale of property, plant and equipment and intangible
assets and adjusted for the payments for acquisition of telecommunications licenses.
eCapex
(since 1 January 2019)
Economic Capex is not a financial measure as defined by IFRS. It corresponds to capital expenditures on tangible
and intangible assets excluding telecommunication licenses and excluding investments through financial leases
less proceeds from the disposal of fixed and intangible assets.
licences & spectrum
Cash out related to acquisitions of licences and spectrum.
change in WCR
Change in net inventories, plus change in gross trade receivables, plus change in trade payables, plus
change in other elements of WCR.
other operational items
Mainly offset of non-cash items included in adjusted EBITDA, items not included in adjusted EBITDA but included
in net cash provided by operating activities, and change in fixed asset payables.
net debt
Financial liabilities minus cash and cash equivalents.
net debt variation
Variation of net debt level.
133
Operational KPIs
Convergent
B2Cconvergent customer base
Number of B2C customers holding an offer combining at least a broadband access (xDSL, FTTx, cable or
Fixed-4G (fLTE) with cell-lock) and a mobile voice contract (excluding MVNOs).
B2C convergent ARPO
Average quarterly Revenues Per Offer (ARPO) of convergent services are calculated by dividing (a) the
revenues from convergent offers billed to the B2C customers (excluding equipment sales) over the past three
months, by (b) the weighted average number of convergent offers over the same period. The weighted
average number of convergent offers is the average of the monthly averages during the period in question.
The monthly average is the arithmetic mean of the number of convergent offers at the start and end of the
month. Convergent ARPO is expressed as monthly revenues per convergent offer.
Mobile
mobile customer base
(excl. MVNOs)
Number of customers with active simcard, including (i) M2M and (ii) business and internet everywhere
(excluding MVNOs).
Contract
Customer with whom Orange has a formal contractual agreement with the customer billed on a monthly
basis for access fees and any additional voice or data use.
Prepaid
Customer with whom Orange has written contract with the customer paying in advance any data or voice
use by purchasing vouchers in retail outlets for example.
M2M (machine-to-machine)
Exchange of information between machines that is established between the central control system (server)
and any type of equipment, through one or several communication networks.
mobile B2C convergent
customers
Number of mobile lines of B2C convergent customers.
mobile only customers
Number of mobile customers (see definition of this term) excluding mobile convergent customers
(see definition of this term).
MVNO customers
Hosted MVNO customers on Orange networks.
mobile only ARPO
Average quarterly Revenues Per Offer (ARPO) of mobile only services are calculated by dividing
(a) the revenues of mobile only services billed to the customers, generated over the past three months, by
(b) the weighted average number of mobile only customers (excluding M2M customers) over the same
period. The weighted average number of customers is the average of the monthly averages during the period
in question. The monthly average is the arithmetic mean of the number of customers at the start and end of
the month. Mobile only ARPO is expressed as monthly revenues per customer.
Fixed
number of lines (copper + FTTH)
Number of fixed lines operated by Orange.
B2C broadband convergent
customers
Number of B2C customers holding an offer combining at least a broadband access (xDSL, FTTx, cable or
Fixed-4G (fLTE) with cell-lock) and a mobile voice contract (excluding MVNOs).
fixed broadband only customers
Number of fixed broadband customers excluding broadband convergent customers (see definition of this
term).
fixed only broadband ARPO
Average quarterly Revenues Per Offer (ARPO) of fixed only broadband services (xDSL, FTTH, Fixed-4G
(fLTE), satellite and Wimax) are calculated by dividing (a) the revenues from consumer fixed only broadband
services over the past three months, by (b) the weighted average number of accesses over the same period.
The weighted average number of accesses is the average of the monthly averages during the period in
question. The monthly average is the arithmetic mean of the number of accesses at the start and end of the
month. ARPO is expressed as monthly revenues per access.
134
Orange Belgium
S.A. annual
accounts 2022
Comments on Orange Belgium S.A.’s 2022 annual
accounts prepared according to Belgian
accounting standards
The statutory income statement and balance sheet
are presented hereafter. As for the exhaustive annual
accounts of Orange Belgium S.A., we refer you to
the website of the Central Balance Sheet Office
(
http://www.nbb.be
).
135
Balance sheet after appropriation
in thousand EUR
31.12.2022
31.12.2021
ASSETS
Formation expenses
182
240
Fixed assets
1 484 423
986 867
Intangible fixed assets
727 726
204 915
Tangible fixed assets
661 291
680 792
Land and buildings
234 258
296 660
Plant, machinery and equipment
348 770
311 604
Furniture and vehicles
15 878
16 816
Other tangible fixed assets
16 348
14 727
Tangible assets under construction and advance payments made
46 036
40 986
Financial fixed assets
95 407
101 159
Affiliated enterprises
87 615
91 618
Participating interests
82 203
86 206
Amounts receivable
5 412
5 412
Other enterprises linked by participating interests
7 397
9 147
Participating interests
7 397
9 147
Other financial assets
395
395
Amounts receivable and cash guarantees
395
395
Current assets
186 772
245 092
Amounts receivable after more than one year
1
1
Other amounts receivable
1
1
Stocks and contracts in progress
19 735
17 780
Stocks
19 735
17 780
Goods purchased for resale
19 735
17 780
Amounts receivable within one year
153 558
224 200
Trade debtors
144 044
155 220
Other amounts receivable
9 514
68 980
Current investments
463
230
Own shares
0
0
Other investments and deposits
463
230
Cash at bank and in hand
10 830
978
Deferred charges and accrued income
2 186
1 904
Total Assets
1 671 377
1 232 199
136
in thousand EUR
31.12.2022
31.12.2021
EQUITY AND LIABILITIES
Equity
602 810
562 187
Capital
131 721
131 721
Issued capital
131 721
131 721
Reserves
13 172
13 172
Legal reserve
13 172
13 172
Reserves not available
0
0
In respect of own shares held
0
0
Accumulated profits (losses) (+) (-)
457 918
417 294
Investment grants
0
0
Provisions and deferred taxes
62 544
86 554
Provisions for liabilities and charges
62 544
86 554
Pensions and similar obligations
73
80
Other risks and costs
62 472
86 474
Amounts payable
1 006 023
583 458
Amounts payable after more than one year
261 102
120 012
Financial debts
120 000
120 000
Other loans
120 000
120 000
Other amounts payable
141 102
12
Amounts payable within one year
681 140
410 814
Current portion of amounts payable after more than one year falling due within one year:
4 787
0
Financial debts
103 409
29 272
Credit institutions
0
0
Other loans
103 409
29 272
Trade debts
264 317
275 938
Suppliers
264 317
275 938
Bills of exchange payable
0
0
Taxes, remuneration and social security
114 312
100 531
Taxes
84 402
74 224
Remuneration and social security
29 910
26 306
Other amounts payable
194 315
5 074
Accrued charges and deferred income
63 780
52 632
Total Equity and Liabilities
1 671 377
1 232 199
137
Income statement
in thousand EUR
31.12.2022
31.12.2021
Operating income
1 328 090
1 306 972
Turnover
1 269 134
1 255 393
Own construction capitalized
14 705
14 507
Other operating income
44 251
37 072
Non-recurring operating income
0
0
Operating charges
1 229 098
1 240 162
Raw materials, consumables
622 753
612 396
Purchases
625 418
609 473
Stocks: decrease (increase) (+) (-)
-2 665
2 923
Services and other goods
206 347
208 953
Remuneration, social security costs and pensions
136 869
127 308
Depreciation of and amounts written off formation expenses, intangible and
tangible fixed assets
236 156
269 742
Amounts written off stocks, contracts in progress and trade debtors:
appropriations (write-backs) (+) (-)
6 085
1 184
Provisions for risks and charges: appropriations (uses and write-backs) (+) (-)
-658
-146
Other operating charges
21 547
20 725
Non-recurring operating charges
0
0
Operating profit (loss) (+) (-)
98 992
66 811
Financial income
2 234
613
Recurring financial income
2 234
413
Income from financial fixed assets
2 000
42
Income from current assets
188
141
Other financial income
45
230
Non-recurring financial income
0
200
Financial charges
39 883
22 585
Recurring financial charges
9 444
1 619
Debt charges
8 685
866
Other financial charges
759
753
Non-recurring financial charges
30 439
20 966
Profit (loss) for the period before taxes (+) (-)
61 342
44 839
Income taxes (+) (-)
20 308
13 832
Income taxes
25 297
13 832
Adjustment of income taxes and write-backs of tax provisions
4 989
0
Profit (loss) for the period (+) (-)
41 034
31 006
Profit (loss) for the period available for appropriation (+) (-)
41 034
31 006
138
Appropriations and withdrawings
in thousand EUR
31.12.2022
31.12.2021
Profit (loss) to be appropriated (+) (-)
458 328
418 498
Profit (loss) to be appropriated (+) (-)
41 034
31 006
Profit (loss) to be carried forward (+) (-)
417 294
387 492
Transfers from capital and reserves
0
0
From reserves
0
0
Transfers to capital and reserves
0
0
To other reserves
0
0
Profit (loss) to be carried forward (+) (-)
457 918
417 294
Profit to be distributed
410
1 204
Dividends
0
0
Other beneficiaries
410
1 204
Annual report 2022
139
1. Introduction
Orange Belgium adopted the 2020 Belgian Corporate
Governance Code (the “CGC”) as its compulsory
reference code as defined by the Belgian Code of
Companies and Associations. It is available on the
Corporate Governance Committee website (http://www.
corporategovernancecommittee.be). However, the
application of the principles of the CGC takes into account
the company’s specificities, its size, needs and ownership
structure.
Orange Belgium’s Corporate Governance Charter (the
“Charter”), in its current version, has been approved by the
Board of Directors on 20July 2022 and became effective on
the same date. It is available on Orange Belgium’s website
(https://corporate.orange.be/en/financial-information/
corporate-governance). This Charter describes the main
aspects of the company’s corporate governance, including
its governance structure and the internal rules of the Board
of Directors, the Executive Management, and committees set
up by the Board of Directors.
The Company considers that its Charter as well as this
Corporate Governance Statement reflect both the spirit and
the provisions of the CGC and the relevant provisions of
the Belgian Companies and Associations Code, with the
exception of the two following deviations, as detailed in
Appendix VI of the Charter:
a. Remuneration of Non-Executive
Directors
Article 7.6 of the CGC stipulates that each non-executive
director receives a part of his remuneration under the form of
shares of the Company. The Board believes nonetheless that
it is in the best interest of the Company and its stakeholders
to deviate from this provision for the following reason:
The remuneration policy of the non-executive directors is
in first instance based on the will to attract, motivate and
keep qualified directors having the profile and experience
required for business administration. In order to achieve that,
the Company operates a transparent remuneration policy
in line with market standards and taking into account the
scale, the organization and the complexity of the Company.
No performance related remuneration in connection with the
performance of the Company is anticipated for non-executive
directors, in accordance with article 7.5 of the CGC.
In order to avoid that the non-executive directors,
among which the independent directors, would be overly
influenced by the stock market price of the Company’s
share, the Company has decided not to grant a part of their
remuneration under the form of shares of the Company. The
Company believes that this deviation to the CGC allows the
non-executive directors to be the guardians of the legitimate
interests of all stakeholders of the Company and to focus on
its long-term perspectives. The Company underlines that the
directors (executive and non-executive) belonging to Orange
Group exercise their mandate free of charge and that the
latter act as well in the best interests of the Company and in a
perspective of sustainable value-creation for the shareholders
and the stakeholders as a whole. Moreover, the remuneration
policy (as described in the Remuneration Report that is
submitted to the approval of the General Meeting) has never
generated any issues or has never resulted in arbitration or
adverse behaviour. It allows to achieve a balance between
the various underlying objectives of the CGC as a whole.
Corporate
Governance
Statement
Orange Belgium
140
b. Ownership Threshold for Executive
Management
Article 7.9 of the CGC stipulates that the Board determines
a minimal ownership threshold that the managers (i.e. the
members of the Executive Management) should hold. The
Board believes nonetheless that it is in the best interest of the
Company and its stakeholders to deviate from this provision
for the following reason:
The remuneration policy of the Executive Management is
in first instance based on the will to attract, motivate and
keep qualified executive managers having the profile and
experience required for operational business management.
In order to achieve that, the Company operates a transparent
remuneration policy in line with market standards and
taking into account the scale, the organization and the
complexity of the Company. The various components of the
remuneration of the Executive Management are described
in the Remuneration Report. In accordance with article 7.7
of the CGC, the Board ensures that there is an appropriate
balance between fixed and variable remuneration, and cash
and deferred remuneration.
In order to match the interests of the executive managers
to the objectives of sustainable value-creation, the variable
part of the remuneration is structured to link reward to
individual performance and to the overall performance of
the Company. As the remuneration policy of the Executive
Management already had the ambition to remunerate the
members of the Executive Management in relation to the
short-term performance and the realization of the long-term
strategic ambitions of the Company, the Board has decided
not to impose to the members of the Executive Management
to keep, in addition, a minimal amount of shares. Such an
obligation would only add little added value compared to the
remuneration policy already put in place and the monitoring
hereof could in addition create useless administrative burden.
The Board believes therefore that the current remuneration
policy (as described in the Remuneration Report that is
submitted to the approval of the General Meeting) already
encourages the Executive Management sufficiently to act
in the best interests of the Company and in a perspective
of sustainable value-creation and that it allows to achieve a
good balance between the various underlying objectives of
the provision and of the CGC as a whole.
2. Risk Management and Internal Control
A comprehensive, consistent and integrated risk
management approach is in place to capitalize on synergies
between Audit, Control and Risk functions at all levels of the
organisation. This approach is intended to provide reasonable
assurance that operating and strategic targets are met, that
current laws and regulations are complied with, and that the
financial information is reliable.
Risk management
The framework and the process of risk management, as
well as the organization and the responsibilities relating to it
are formalised in a charter as well as a risk map, validated
by the Executive Management and approved by the Audit
Committee and the Board of Directors. Business and
operational key players in the different departments are
responsible for the identification, analysis, assessment and
treatment of their risks. The company risk map is approved
at least once a year by the Executive Management and
submitted to the Audit Committee for overall assessment of
approach and methodology.
Today, this risk map includes, but is not limited to, the
following risk clusters:
geopolitical and macro-economic instability
macro-economic direct instability (inflation)
reputational damage
breach of integrity and confidentiality of data and
information
corruption
international economic sanctions
ethical breach
frauds (Digital and Non-Telco)
damage to property or other assets
destabilization by a disruptive business model or innovation
health and safety of people
errors and financial prejudices
investment management (RAN sharing)
management of key or rare skills
major business interruption
non-compliance with laws or regulations
key partnership underperformance
M&A
governance and subsidiaries management
regulatory and legal pressure
Internal control environment and
control activities
For the purpose of managing risks, an internal control
approach and framework has been deployed for many years
at Orange Belgium. It covers aspects such as governance,
delegations of powers and signatures, policies, processes,
procedures, segregation of duties and controls to ensure
selected risk treatments (retain, reduce, transfer, avoid) are
effectively carried out.
Through its vision, its mission and its values, Orange
Belgium Group defines its corporate culture and promotes
ethical values that are reflected in all its activities. There is a
charter of professional ethics at company level and a section
of the company’s intranet, accessible to all employees,
that is dedicated to compliance, ethics, corporate social
responsibility and to the company culture in general. Within
the framework of promoting ethical values, a professional
warning system allows for reporting confidential information
intended to strengthen the control environment.
Annual report 2022
141
The human resources management and the social
responsibility of the company are described in the corporate
brochure of the annual report. The management and control
of the company and the functioning of the management
bodies are detailed in the declaration of corporate
governance contained in the annual report as well as in the
company’s articles of association. This corporate governance
covers in particular the responsibilities of these bodies, their
internal regulations as well as the main rules to be respected
in the management of the company.
The control activities are carried out firstly by the functional
or operational managers under the supervision of their
supervisors. All major processes and the controls that they
encompass are formalised. As part of the Orange Group,
this internal control environment ensures conformity with the
American Sarbanes-Oxley and Sapin II laws requirements
that must be complied with at Orange Group level.
All documentation is regularly reviewed and duly updated.
Specific functions of assurance (i.e. fraud, revenue
assurance, data privacy, security, business continuity and
crisis management), compliance and audit (i.e. ‘Internal
Audit’) have also been set up.
The budget control covers not only the budget aspects,
but also key performance indicators. In order to ensure
adequate financial planning and follow-up, a financial
planning procedure which describes planning, quantification,
implementation and review of the budget in alignment with
the periodical forecasts, is closely followed up.
Information and communication
The company maintains transparent communication towards
its employees, in conformity with its values and based on
a multiple system integrating in particular its intranet and
periodical presentations by the Executive Management at
different levels.
Advanced data processing and control processes ensure
reliable information is made available in a timely manner, in
particular financial reporting.
Orange Belgium Group aspires to be open and transparent
in its disclosure to the public, shareholders, customers,
employees and other stakeholders. The company publishes
detailed financial reports providing a comprehensive set of
key performance indicators and financial statements for each
business segment. These results are made available to the
press and to the investor and financial analyst community
during dedicated meetings (conference calls/webcasts/p
hysical meetings). The provided information is accessible to
all and available on the company’s website (https://corporate.
orange.be).
Monitoring
In addition to the front-line control activities, specific
functions of assurance, compliance and audit are in place
to ensure the internal control environment is constantly
assessed. Internal Audit reports to the Audit Committee to
ensure it can carry out its assignments with independence
and impartiality.
The Audit Committee monitors the responsiveness to
audit engagements and the follow-up of (corrective) action
plans. The Audit Committee also monitors and controls the
reporting process of the financial information disclosed by
the company and its reporting methods. To this effect, the
Audit Committee discusses all financial information with the
Executive Management and with the external auditor and
if required, examines specific issues with respect to this
information.
Orange Belgium
142
3. Shareholders
The following table shows Orange Belgium’s shareholder
structure as at 31 December 2022, as evidenced by the
notifications received pursuant to article 14, al. 4 of the Law
of 2 May 2007:
Atlas Services Belgium – an Orange S.A. wholly-owned
subsidiary – is Orange Belgium’s main shareholder.
In compliance with Belgian legal regulations on transparency
as regards notification of shareholding thresholds of listed
companies, Orange Belgium sets notification thresholds at
3%, 5% and multiples of 5%.
Situation 31.12.2022 (based on Transparency Declarations)
Shareholders’ structure based on declarations
date declaration
# voting rights
notified
% owned****
ASB*
26/05/2021
46,191,064
76.94%
Polygon Global Partners LLP **
27/05/2021
3,215,933
5.36%
UBS AG***
05/01/2023
3,061,136
5.10%
Free float
12.60%
Total
100.00%
* The position notified includes 69,657 treasury shares held by Orange Belgium (which have been cancelled on 23 July 2021)
** Polygon owns 1,349,933 shares and 1,866,000 swaps
***UBS owns 1,428,170 shares and 1,632,966 equivalent financial instruments
**** percentage owned has been calculated based on the new number of shares after cancellation of treasury shares (59,944,757)
Notification in compliance with the law on
takeover bids
On 24 August 2009, the company received a notification from
its ultimate parent company Orange S.A. pursuant to Article
74 §7 of the law of 1 April 2007 concerning takeover bids.
This notification detailed Orange S.A.’s ownership of Orange
Belgium.
As at 24 August 2009, Orange S.A. held indirectly 31,753,100
Orange Belgium shares.
The chain of control was reconfirmed on 1 July 2013 after an
internal restructuring of the Orange Group.
As a result of a public takeover bid launched in 2021, Orange
S.A. increased its indirect ownership to 46,191,064 Orange
Belgium shares and notified Orange Belgium thereof on
26 May 2021.
The organisation chart below illustrates Orange Belgium’s
corporate structure as at 31 December 2022.
Orange
(France)
Atlas Services
Belgium
(Belgium)
Orange
Belgium
(Belgium)
Orange
Communications
Luxembourg
(Luxembourg)
Smart Services
Network
(Belgium)
IRISnet
(Belgium)
Walcom
Business
Solutions
(Belgium)
CC@PS
(Belgium)
Belgian Mobile ID
(Belgium)
A3Com
(Belgium)
A&S Partners
(Belgium)
CommuniThings
(Belgium)
MWingz
(Belgium)
BKM
(Belgium)
100%
100%
100%
76.94 %
100%
6.59 %
100%
100%
15.56%
50%
100%
100%
28.16 %
Annual report 2022
143
4. Relevant information as provided by Article 34
of the Royal Decree of 14 November 2007
Capital structure - special control rights
The share capital of Orange Belgium is represented by
59,944,757 shares without nominal value, each representing
an equal share of the capital. The shares are registered or
dematerialised.
There are no specific categories of shares and all shares have
the same voting rights with no exceptions.
The principle of the company has always been to respect the
rule “one share, one vote”. The company has decided not to
make use of the option offered by article 7:53 of the Code of
Companies and Associations to grant a double voting right to
fully paid-up shares that are registered in the share register
for at least two years without interruption in the name of the
same shareholder.
Transfer of shares
No specific restrictions have been placed on the free transfer
of shares other than those set out by law.
Exercise of voting rights
No legal or regulatory restrictions are placed on the exercise
of voting rights as regards the company’s shares.
Shareholder agreements
Orange Belgium is not aware of any shareholder agreements
which could restrict the transfer of shares and/or the exercise
of voting rights.
Appointment, renewal, resignation
and dismissal of directors
The directors are appointed or re-appointed by the General
Meeting upon proposal by the Board of Directors, which
takes into consideration the proposals made by the
Remuneration and Nomination Committee and by those
shareholders holding at least 3% of the share capital. The
directors are generally appointed for a period that does not
exceed four years in accordance with the recommendation
of article 5.6 of the CGC; their mandate can be renewed by a
resolution of the General Meeting. Any renewal is analysed by
reference to the principles set out in the CGC.
If a directorship becomes vacant during the term of office, the
remaining directors have the right to appoint a replacement
director, on the recommendation of the Remuneration and
Nomination Committee. The final appointment of the director
is submitted to the next General Meeting for approval.
The directors may be dismissed at any time by the General
Meeting.
Modification of the Articles of
Association
The General Meeting may only deliberate on and decide
to amend the articles of association when the changes
proposed are set out specifically in the notice convening
the General Meeting, and when the shareholders present
or represented by proxy, represent at least half the capital.
If the latter condition is not met, a second General Meeting
must be convened which shall validly deliberate and decide,
regardless of the share of capital represented by the
shareholders present or represented by proxy.
The modification shall only be accepted if approved by
three quarters of the votes cast, not counting abstentions. A
modification of the company purpose shall only be accepted
if approved by four fifths of the votes cast.
Powers of the Board of Directors, in
particular to issue and buyback shares
The Board of Directors is not empowered to issue new shares
as long as the company does not make use of the authorised
capital procedure.
The Extraordinary General Meeting of 6 May 2020 has, in
accordance with and within the limitations set out in the
Code of Companies and Associations, authorised the Board
of Directors to acquire own shares of the company, by
purchase or exchange, on or outside the regulated market.
The company may only acquire shares of the company
if it does not hold more than 20% of its own shares. The
purchase price shall not be less than eighty-five per cent
(85%) or more than one hundred and fifteen per cent (115%)
of the average closing price on the regulated market on
which the shares were admitted during the 5 working days
preceding the purchase or exchange. This authorisation shall
remain valid for a period of five (5) years as from 6 May 2020.
This authorisation extends to the acquisition (by purchase or
exchange) of shares of the company by a direct subsidiary
company, in accordance with article 7:221 and following
of the Code of Companies and Associations and under the
conditions laid down in those provisions.
The Board of Directors is also authorised to alienate or to
cancel the own shares. This authorisation extends to the
cancellation of the shares of the company acquired by a
direct subsidiary as well as to the alienation of the company’s
shares by a direct subsidiary company at a price determined
by the Board of Directors of the latter. The Board of Directors
of the company is also authorised to have the cancellation of
own shares of the company recorded by a notary public, and
to amend and co-ordinate the articles of association in order
to bring them in line with the relevant decisions.
Orange Belgium
144
Significant agreements that may be
impacted by a change of control of
the company
Agreements to which the company is a party and which are
covered by Article 7:151 of the Code of Companies and
Associations, where applicable, are presented and approved
by the Special General Shareholders Meeting.
Agreements providing for
compensation in the event of a public
takeover bid
There are no specific agreements between the company
and the members of the Board of Directors or the personnel
which provide for compensation in the event of a public
takeover bid.
5. Composition and functioning of the Board of Directors and its
Committees
The rules governing the structure, composition, functioning
role and assessment of the Board of Directors and of its
Committees are set out in the Charter. The internal rules of the
Board of Directors (Appendix I), the Audit and Risk Committee
(Appendix III) and the Remuneration and Nomination
Committee (Appendix IV) are attached to the Charter.
The company opts for a one-tier governance structure: the
Board of Directors has the power to accomplish all required
or useful acts in order to achieve the corporate purpose of the
company, except for those acts that are reserved by law to the
General Meeting. The operational management of the company,
including without limitation the daily management, is carried out
by the Executive Management (see section 6 below).
Board of Directors
Structure and composition
The Board of Directors is comprised of a reasonable number
of directors enabling its effective functioning, while taking into
account the specificities of the company.
As at 31 December 2022, the Board of Directors consisted of
10 members:
9 of the 10 members of the Board of Directors are non-
executive directors;
among the non-executive directors 3 directors are
independent;
3 members of the Board of Directors are women;
there is no age limit within the Board of Directors.
The composition of the Board of Directors is determined
on the basis of diverse and complementary competencies,
experience and knowledge, as well as on the basis of gender
and age diversity and diversity in general. In particular, the
composition of the Board of Directors must be such that
the Board of Directors, as a whole, possess the following
competencies:
(i)
“generic competencies”, namely in the field of finance,
accounting, governance, management and organisation; and
(ii)
“industry specific competencies”, namely in the field of
operations, technology, distribution, etc.
During 2022, the following changes occurred within the
Board of Directors:
Mrs. Béatrice Mandine resigned as director with effect as
from 1 October 2022.
Name
Function
Main function
Born
Nationality
End of mandate
The House of Value – Advisory & Solutions
(6)
Director/Chairman
Director of companies
n/a
Belgian
AGM 2023
Xavier Pichon
(1)(2)
Executive director
CEO-Orange Belgium
1967
French
AGM 2023
K2A Management and Investment
Services
(3)(7)
Independent director
Director of companies
n/a
Belgian
AGM 2023
Société de Conseil en Gestion
et Stratégie d’Entreprises
(3)(4)
Independent director /
Vice-Chairman
Director of companies
n/a
Belgian
AGM 2023
C. Heriard Dubreuil
(1)
Director
Head of Finance & Strategy
Europe – Orange SA
1973
French
AGM 2023
Ch. Luginbühl
(1)
Director
Senior VP Governance &
Large Projects – Orange SA
1967
Swiss
AGM 2023
J-M. Vignolles
(1)
Director
COO Europe – Orange SA
1953
French
AGM 2023
M.-N. Jégo-Laveissière
(1)
Director
Deputy CEO Europe –
Orange SA
1968
French
AGM 2023
M. Bouchery
(1)
Director
Head of Group Finance and
Treasury – Orange SA
1978
French
AGM 2023
Leadership and Management Advisory
Services (LMAS)
(3)(5)
Independent Director
Director of companies
n/a
Belgian
AGM 2023
(1) Directors who represent the majority shareholder (Atlas Services Belgium).
(2) Director in charge of the daily management since 1 September 2020.
(3) The independent directors have signed a declaration stating that they comply with the criteria of independence mentioned in the Code of Companies
and Associations.
(4) The company Société de Conseil en Gestion et Stratégie d’Entreprises (SOGESTRA) is represented by Ms Nadine Lemaitre-Rozencweig.
(5) The company Leadership and Management Advisory Services (LMAS) is represented by Mr Grégoire Dallemagne.
(6) The company The House of Value - Advisory & Solutions is represented by Mr Johan Deschuyffeleer.
(7) The company K2A Management and Investment Services is represented by Mr Wilfried Verstraete.
Annual report 2022
145
1. J. Deschuyffeleer
2. X. Pichon
7. JM. Vignolles
8. MN. Jégo-Laveissière
Functioning and role
The Board of Directors meets at least four times a year.
Non-executive directors meet at least once a year without the
CEO and the other executive directors (where applicable), in
compliance with Article 3.11 of the CGC.
The Board of Directors may only deliberate validly if at least
half its members are present or represented. The decisions
are adopted by a simple majority of the votes cast.
The Board of Directors met 9 times in 2022. Each director’s
individual attendance rate is presented in the table below.
During the year, the Board of Directors’ discussions, reviews
and decisions focused on:
the company’s strategy and structure
the budget and financing
the operational and financial situation
the commercial results
the acquisition of VOO (calendar, competition clearance,
integration)
the financing of the Company for acquisition of VOO,
including the application of the conflict of interests
procedure of art. 7:97 of the Code of Companies and
Associations
the evolution of the regulatory framework
the risk management
the assessment of the audit committee
the management of distribution channels
the development of the B2B division
the development of 5G / fibre network
the auction on existing and new spectrum, arrival of new
entrants
the branding and the communication
the reform of social tariffs related to telephony and internet
the economic situation, inflation, energy supply
the geopolitical situation
the delegation of powers
There were no transactions or contractual relationships in
2022 between the company and its Board members giving
rise to conflicts of interests.
Orange Belgium
146
3. W. Verstraete
4. N. Lemaitre-Rozencweig
5. C. Heriard Dubreuil
6. B. Mandine
9. G. Dallemagne
10. M. Bouchery
11. C. Luginbühl
Members of the Board of
Directors
Function
09.02
23.03
21.04
24.05
13.06
20.07
19.10
24.10
14.12
The House of Value - Advisory &
Solutions (J. Deschuyffeleer)
Director/ Chairman
P
P
P
P
P
P
P
P
P
K2A Management and Investment
Services (W. Verstraete)
Independent director
P
P
P
P
R
P
P
P
P
SOGESTRA
(N. Lemaitre-Rozencweig)
Independent director/
Vice-chairman
P
P
P
R
P
P
P
P
P
X. Pichon
Director
P
P
P
P
P
P
P
P
P
B. Mandine (resigned 01.10.22)
Director
P
R
P
R
P
R
n/a
n/a
n/a
J.-M. Vignolles
Director
P
P
P
P
P
P
P
P
P
Leadership and Management
Advisory Services
(G. Dallemagne)
Independent director
R
P
P
P
R
P
P
P
P
C. Heriard Dubreuil
Director
P
P
P
P
P
P
P
P
R
M.-N. Jégo-Laveissière
Director
P
P
R
P
P
P
P
P
P
M. Bouchery
Director
P
P
P
P
R
R
P
P
P
C. Luginbühl
Director
P
P
P
P
P
P
P
P
P
P: Present (in person or by call)
R: Validly represented
E: Excused
Annual report 2022
147
Evaluation
The Board of Directors is responsible for a periodic evaluation
of its own effectiveness with a view to ensure a continuous
improvement in the governance of the company.
In this respect, and under the lead of the Chairman of the
Board of the Directors, the Board of Directors must regularly
assess (at least once every three years done in 2021) its size,
composition, performance and interaction with the Executive
Management.
This evaluation process has four objectives:
assessing the operation of the Board of Directors;
checking that the important issues are thoroughly prepared
and discussed;
evaluating the actual contribution of each director to the
work of the Board of Directors, by his or her attendance at
the Board of Directors and Committee meetings and his or
her constructive involvement in discussions and decision-
making;
comparing the Board of Directors’ current composition
against the Board of Directors’ desired composition.
In order to enable periodic individual evaluations, the
directors must give their full assistance to the Chairman of
the Board of Directors, the Remuneration and Nomination
Committee and any other persons, whether internal or
external to the company, entrusted with the evaluation of
the directors. The Chairman of the Board of Directors, and
the performance of his or her duties within the Board of
Directors, must also be carefully evaluated.
The non-executive directors must assess, on an annual
basis, their interaction with the Executive Management and, if
necessary, make proposals to the Chairman of the Board of
Directors with a view to facilitating improvements.
Based on the results of the evaluation, the Remuneration
and Nomination Committee, where appropriate and possibly
in consultation with external experts, submits a report
commenting the strengths and weaknesses of the Board of
Directors and make proposals to appoint new members or
not to re-elect certain members.
Board Committees
With a view to the efficient performance of its duties and
responsibilities, the Board of Directors has set up special
committees to analyse specific issues and to advise and
report to the Board of Directors on those issues. These
committees have an advisory role.
The Charter, applicable as from 20 July 2022, presents
2 special committees:
Audit and Risk Committee
Remuneration and Nomination Committee
These two committees are also foreseen in the company’s
articles of association.
The Board of Directors pays particular attention to the
composition of each of its committees to ensure that in
appointing the members of each committee, the needs and
qualifications that are required for the optimal operation of
that committee are taken into account.
Under the lead of its Chairman, the Board must regularly
assess (at least once every three years), the operation of
each committee and, in particular, its size, composition
and performance. This assessment serves the same four
objectives as those set out above to assess the Board of
Directors.
Audit and Risk Committee
The Audit and Risk Committee (the “Audit Committee”) is
comprised of at least three directors at all times. All members
of the Audit Committee must be exclusively non-executive
directors and the majority of them must be independent
directors.
As at 31 December 2022, the Audit Committee is comprised
of three directors: Société de Conseil en Gestion et Stratégie
d’Entreprises (SOGESTRA, represented by Ms. Nadine
Lemaitre-Rozencweig), Mrs. Clarisse Heriard-Dubreuil and
Leadership and Management Advisory Services (represented
by Mr. Grégoire Dallemagne).
Pursuant to Article 3:6, §1 (9°) of the Code of Companies and
Associations, the company must justify the independence
and expertise, in both accounting and audit matters, of
at least one of the members of the Audit Committee. Mr.
Grégoire Dallemagne, independent director, is the newly
appointed Audit Committee member who meets the
independence criteria pursuant to Article 3.5 of the CGC.
His expertise in audit and financial matters is endorsed by
an extensive career in the telecoms industry as well as the
energy sector.
The Audit Committee is responsible for preparing a long-term
audit programme covering all company activities. Without
prejudice to additional roles that the Board of Directors may
assign the Audit Committee, its role is to assist the Board of
Directors in its responsibilities with respect to:
monitoring of the reporting process of financial reporting
monitoring of the effectiveness of the internal control and
risk management systems
review of the budget proposals presented by the
management
monitoring of internal audit and its effectiveness
monitoring of the statutory audit of the financial reports
monitoring of the financial relations between the company
and its shareholders
review and monitoring of the independence of the external
auditor
The Audit Committee must convene whenever necessary for
the proper operation of the Committee, and in any event at
least four times a year and regularly reports to the Board of
Directors. The Committee met 5 times in 2022.
Orange Belgium
148
Members of the Audit and Risk
Committee
Function
8.02
20.04
19.07
18.10
13.12
SOGESTRA (N. Lemaitre-Rozencweig)
Independent Director/ Chairman
P
P
P
P
P
Leadership and Management Advisory
Services (G. Dallemagne)
Independent director
E
P
E
E
P
C. Heriard Dubreuil
Director
P
P
P
P
P
P: Present (in person or by call)
R: Validly represented
E: Excused
In 2022, the main subjects discussed by the Audit Committee
were:
annual assessment of the committee’s functioning
periodical financial, budget and activity reports
internal control, including qualitative aspects
internal audit (plan, activities, reports and conclusions)
assessment of the external audit and report of the statutory
auditor
risk management (annual security plan, cartography of
important risks and events, Covid-19 follow-up)
geopolitical situation, macro-economic situation, energy
supply
annual review and report on “Fraud & Revenue Assurance”
monitoring ACR recommendations
GDPR and data security
annual report on ethics, compliance and litigation, data
privacy status
local audit mission on transaction with related parties
acquisition of VOO (financing, guarantee)
audit mission on cash and stock management
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is comprised
of at least three directors at all times. All members of
the Remuneration and Nomination Committee must be
exclusively non-executive directors and the majority of them
must be independent directors.
As at 31 December 2022, the Remuneration and Nomination
Committee is comprised of five directors: The House of
Value – Advisory Solutions (represented by Mr. Johan
Deschuyffeleer), Société de Conseil en Gestion et Stratégie
d’Entreprises (SOGESTRA, represented by Ms. Nadine
Lemaitre-Rozencweig), Mr. Christian Luginbühl, K2A
Management Investment Services (represented by Mr.
Wilfried Verstraete) and Leadership and Management
Advisory Services (represented by Mr. Grégoire Dallemagne).
The Remuneration and Nomination Committee is responsible
for assisting the Board of Directors in defining a remuneration
policy for the company’s directors and Executive
Management. Every year, it prepares a remuneration
report for the Board of Directors. The Remuneration and
Nomination Committee ensures that procedures regarding
the appointment and renewal of directors are followed as
objectively as possible. It provides the Board of Directors
with recommendations on the appointment and remuneration
of the directors, the CEO and other members of the Executive
Management.
The Remuneration and Nomination Committee must
convene whenever necessary for the proper operation of
the committee, and in any event at least twice a year. The
committee met 6 times in 2022.
Members of the Remuneration
and Nomination Committee
Function
8.02
31.03
18.05
18.07
17.10
12.12
The House of Value - Advisory &
Solutions (J. Deschuyffeleer)
Director/ Chairman
P
P
P
P
P
P
K2A Management and Investment
Services (W. Verstraete)
Independent director
P
P
P
P
P
P
SOGESTRA (N. Lemaitre-Rozencweig)
Independent director
P
P
P
P
P
P
Leadership and Management Advisory
Services (G. Dallemagne)
Independent director
E
P
P
E
P
P
C. Luginbühl
Director
P
P
P
P
P
P
P: Present (in person or by call)
R: Validly represented
E: Excused
Annual report 2022
149
In 2022, the main subjects discussed by the Remuneration
and Nomination Committee were:
analysis of the remuneration report
endorsement of the performance bonus (short and long
term)
company’s teleworking policy
assessment of the Board of Directors and its Committees
talent management and succession planning
changes in tax regime for expatriates
survey on well-being at work
Committee of independent directors created in the
framework of the procedure of Article 7:97 of the Code
of Companies and Associations
The committee of independent directors has been created
twice in the framework of the application of the conflict of
interests’ procedure of Article 7:97 of the Code of Companies
and Associations. Reference is made to section 11 below of
this corporate governance statement for further detail.
This committee met 4 times in 2022.
Members of the Committee of Independent directors
Function
01.04
13.04
21.04
17.10
K2A Management and Investment Services (W. Verstraete)
Independent director
P
P
P
P
SOGESTRA (N. Lemaitre-Rozencweig)
Independent director
P
P
P
P
Leadership and Management Advisory Services (G. Dallemagne)
Independent director
P
P
P
P
P: Present (in person or by call)
E: Excused
6. Composition and functioning of the Executive Management
The rules governing the structure, composition, functioning,
role and assessment of the Executive Management are
detailed in the Charter. The Executive Management’s internal
rules are presented in the appendices (Appendix II).
Executive Management
Structure and composition
The Executive Management of the company comprises the
CEO and all persons who directly report to him and that
head a department of the company. The appointment of the
members of the Executive Management is submitted to the
Board of Directors for prior approval, on the recommendation
of the Remuneration and Nomination Committee.
As at 31 December 2022, the Executive Management is
comprised of 9 members:
Functioning and role
The Executive Management is responsible for managing the
company by supporting the CEO in the daily management
of the company and in the performance of his or her other
duties. Generally, the Executive Management meets weekly,
or whenever necessary for the proper operation of the
Executive Management and the company.
Executive Management 2022
Function
Xavier Pichon
Chief Executive Officer
Antoine Chouc
Chief Financial Officer
Werner De Laet
Chief Enterprise Officer/Chief Wholesale & Innovation Officer
Paul Marie Dessart
Secretary General/Chief People Officer ad interim*
Javier Diaz Sagredo
Chief IT Officer
Christophe Dujardin
Chief Consumer Officer
Stefan Slavnicu
Chief Technology Officer
Bart Staelens
Chief Transformation & Customer Experience Officer
Isabelle Vanden Eede
Chief Brand, Communication & CSR Officer
*assisted by Jelle Jacquet (Deputy CPO)
Orange Belgium
150
X.
Pichon
C. Dujardin
W. De Laet
I. Vanden Eede
A. Chouc
S. Slavnicu
PM. Dessart
B. Staelens
J. Diaz Sagredo
Annual report 2022
151
8. Diversity Policy
Orange Belgium values diversity, equity and inclusion and
implements various criteria in its selection processes to
account for age, gender, educational background as well as
professional experience.
The composition of the Board of Directors and of the
Executive Management is determined on the basis of
diverse and complementary competencies, experience and
knowledge.
With respect to gender diversity, when a directorship is
available, the company makes the best effort to present
candidates of both genders to ensure that at least one-third
of the Board members are of different gender than the other
members. The Board of Directors currently has four female
directors out of a total of 11.
In the framework of the legislation regarding the publication
of information with respect to DEI, the company’s DEI policy
will be further developed and monitored by the Board of
Directors. During the year, Orange Belgium further aligned its
DEI approach with Orange S.A.’s approach.
During 2022 we focused on employee wellbeing as part of
our DEI policies.
We continued our extended support to employees during the
first months of the year with special focus on wellbeing and
parents (10% parental leave, easier access to parental leave,
donation of holidays to colleagues …)
After the sanitary crisis, we ensured a smooth return to office
with a new 50% teleworking policy which we adapted it in
October to 60% teleworking upon employee feedback.
To support the employees in our shops during the energy
crisis, we doubled the reimbursement of their private car
commuting costs.
In September we invited our employees to participate in
numerous wellbeing sessions relating to both physical and
mental wellbeing, including a ted talk by Elke Van Hoof.
We also conducted a global wellbeing survey to identify our
strengths and offer more targeted solutions in 2023 to groups
who need extra support. In this frame we started proposing
monthly ‘making stress work’ sessions and started a 2nd
season of ‘Best Self’ workshops as well as team coaching
sessions to support team members and teams in their
wellbeing.
We continued our focus on gender equity (8 March 2022
awareness campaign, Ted Talk on gender equality at the
occasion of Girls in ICT day, recurrent gender pay gap
analysis, sponsoring of Young ICT woman Boost Camp…).
We ran workshops with Exco and Directors to further finetune
our priorities in terms of DEI and held a DEI committee in
May.
We signed the Diversicom Inclusion Charter and launched
our 2 first traineeship for people with a disability, followed by
2 ‘CAP’ contracts to employ people with a disability.
We continued to capitalize on our new employer branding,
making Orange Belgium more attractive for millennials.
Our employees also valued our efforts as shown by the
results of the yearly social barometer held by the Group
where we reached an ‘excellent’ score for the 2nd time in a
row.
The Orange Group diversity policy aims at fostering talents
and encouraging the inclusion of all employees based on
two pillars: gender equality and equal opportunities. Orange
Belgium focuses on developing all available talents for a
unique experience by:
Offering a diverse and inclusive work environment that
encourages all our employees to progress and to develop
their talents for a unique experience;
Focusing on diversity in the broad sense: promoting team
diversity;
Ensuring well-being as a key component of our equity and
inclusion strategy.
Orange Group has defined 3 pillars for
developing an inclusive environment
and management
Whilst combatting discrimination by raising awareness of
stereotypes and banning all forms of violence from the
workplace. These 3 pillars are:
Gender equality
gender balance in all job lines, particularly technical and
digital professions
access for women to management positions at all levels of
the hierarchy
work-life balance
equal pay between men and women
combatting sexism, sexual harassment, and violence
Equal opportunities
age; Integration of young people and multi-generational
management
disability; Employment and integration of people with
disabilities
origins; Ethnic, socio-economic and cultural diversity within
the company
identity; Gender identity, sexual orientation and physical
appearance
personal opinions; Religion, political opinion, trade-union
membership
Digital Equality
gender balance in digital teams
increasing the numbers of women in the digital sector
inclusive Artificial Intelligence Development of responsible
and inclusive AI
accessibility: Ensuring our digital applications are
accessible for all
digital inclusion: Combatting the digital divide, supporting
seniors, integration through employment
Orange Belgium
152
9. Remuneration Report
Introduction
This remuneration report concerns the 2022 financial year.
Remuneration relating to the 2022 financial year complies
with the remuneration policy that was applicable to that
financial year, as explained in the remuneration report
of the previous year, and as henceforth explained in the
Remuneration Policy, that will be submitted for approval to
the General Meeting of Shareholders on 3 May 2023, and to
be found on the Orange Belgium website.
As far as needed, the remuneration policy is incorporated into
this remuneration report.
Orange Belgium has recorded a 2% increase in revenues
from €1 307.5 million in 2021 to €1 333.2 million while
EBITDAaL has grown with 5.2% (from €339.8 million to
€357.6 million). On the other hand, the Organic Cash
Flow from Telecom activities has decreased with 18.9%
from €126.4 million in 2021 to €102.5 million. Taking into
consideration both Belgian and Luxembourg scope, we
observe an increase of 2% in revenues from €1363.5 million
in 2021 to €1391.2 million in 2022 and a positive evolution
of EBITDAaL up 5.9% from €353.0 million in 2021 to €373.7
million in 2022. The Organic Cash Flow from Telecom
activities decreased from €126.6 million to €105.3 million,
down with 16.8%.
The Management Report chapter gives a comprehensive
overview of this evolution from 2021 to 2022.
This Management Report chapter also includes an exhaustive
list of events that occurred in 2022. 2022 has been a year
full of challenges for Orange Belgium. Despite the very
challenging economic context linked to the war in Ukraine
and energy crisis, Orange Belgium has been able to deliver
positive commercial results and a sustained financial
performance thanks to the Orange Ahead Transformation
Program. The objective is to become a next generation
operator, a sustainable and committed actor, driven by a
repositioned Orange brand, first-class technological expertise
and major growth drivers. After a successful participation
to the 5G auction, Orange Belgium continued to invest in its
5G network and launched the 5G Lab in Liège showcasing
over eight 5G use cases together with local industries, while
collaborating with KPN to investigate how Westerschelde
can become the world’s smartest waterway with 5G. An
important motto of the Orange Ahead strategy is customer
obsession. Orange Belgium is the only Belgian operator
following a ‘more for more’ logic, Orange Belgium is offering
its customers an increasingly large scope of premium
services and content, while it is building its multi-gigabit
networks at the same time. Further Orange Belgium sees it as
a priority of acting as a responsible operator and employer.
Some milestones in this perspective are the signature of the
digital inclusion charter, the launch of the program RE inviting
our customers to return, repair, refurbish and recycle their old
phone, the launch of the HONOR brand in our smartphone
portfolio and the launch of the Orange Digital Center.
Annual report 2022
153
1. Total remuneration
The tables below contain each individual director’s total
remuneration split by component and including any
remuneration from any undertaking belonging to the same
group. Furthermore, the tables below present the relative
proportion of fixed and variable remuneration.
In accordance with Article 3:6 §3, of the Belgian Code of
Companies and Associations, amounts of remuneration
for the members of the Board of Directors are disclosed
individually (table 1), and amounts of remuneration for the
members of the Executive Management are disclosed
globally (table 2).
Table 1
Name of
director,
position
Financial
year
Fixed remuneration
Variable remuneration
Extraordi-
nary items
Pension
expense
Total
Remunera-
tion
Proportion
of fixed and
variable
remuneration
Base
salary
Fees
Fringe
benefits
One-year
variable
Multi-year
variable
The House of
Value - Advisory
& Solutions
(1)
2022
89 400
2021
99 000
SOGESTRA
(N. Lemaitre-
Rozencweig)
(2)
2022
68 400
2021
82 800
M. De Rouck
(3)
2022
0
2021
33 600
Leadership and
Management
Advisory Services
(G. Dallemagne)
(4)
2022
50 400
2021
60 000
K2A Mangement
and Investment
Services
(W. Verstraete)
(5)
2022
50 400
2021
60 000
CEO
2022
364 909
94 132
378 043
157 342
74 620
1 069 046
Fix:50%
Variable: 50%
2021
316 911
100 661
171 973
148 936
72 041
810 523
Fix: 60%
Variable: 40%
TOTAL
2022
364 909
258 600
94 132
378 043
157 342
74 620
1 327 646
Fix: 60%
Variable: 40%
2021
316 911
335 400
100 661
171 973
148 936
72 041
1.145.922
Fix: 72%
Variable: 28%
(1) as President of the Board of Directors and member of the Remuneration and Nomination Committee
(2) as Vice-President of the Board of Directors, member of the Audit Committee, member of the Remuneration and Nomination Committee and member of the
Governance Supervisory Committee
(3) as member, in 2021, of the Audit Committee, member of the Remuneration and Nomination Committee and member of the Governance Supervisory
Committee
(4) as member of the Audit Committee and member of the Remuneration and Nomination Committee
(5) as member of the Remuneration and Nomination Committee
Table 2
Other
members
of the
management
Financial
year
1.
Fixed remuneration
2.
Variable
remuneration
3.
Extraordi-
nary items
4.
Pension
expense
5.
Total
Remunera-
tion
6.
Proportion
of fixed and
variable
remuneration
Base salary
Fees
Fringe
benefits
One-year
variable
Multi-year
variable
Executive
Committee
2022
1 829 330
129 772
959 735
516 155
105 911
(1)
349 377
3 890 280
Fix: 59%
Variable: 41%
2021
2 058 266
301 195
827 147
444 642
371 800
4 003 050
Fix: 68%
Variable: 32%
(1) in accordance with the remuneration policy the reported amount includes:
one- off incentive bonuses granted to the General Secretary, the Chief Financial
Officer and the Chief Transformation and Customer Experience Officer for their personal commitment to critical strategic projects and the first tranche of a 3
year retention bonus granted to the General Secretary.
Orange Belgium
154
The details of the structure and components of the
remuneration of the members of the Executive Management
are explained hereunder.
Structure of the remuneration of the members of
the Executive Management
The remuneration of the members of the Executive
Management consists of the following elements:
Yearly base remuneration (around 47% of total
remuneration)
Variable remuneration, based on short- and long-term
performance and encouraging the attainment of company
objectives (around 41% of total remuneration)
- Short-term variable remuneration called “performance
bonus”.
- Long-term variable remuneration called “Long-term
Incentive Plan 2020-2022” and “Long-term Incentive Plan
2021-2023”, “Long-term Incentive Plan 2022-2024”.
General Meeting of Shareholders of May 2011 decided
to apply the exception provided for in article 520ter of
the Belgian Companies Code (article 7:91 of the new
Belgian Code of Companies and Associations) (combined
with article 525 (article 7:121 of the new Belgian Code of
Companies and Associations) to take into account the
competitive and constantly developing context that is
intrinsic to the telecommunications sector.
Other elements of remuneration (around 12% of total
remuneration)
- Group insurance consisting of four parts: life – death –
invalidity and exemption of premiums
- Hospital insurance
- Employee profit sharing plan
- Company car/car allowance
- Meal vouchers
Components of the remuneration of the members
of the Executive Management
The remuneration policies concerning the Executive
Management are assessed and discussed by the Nomination
and Remuneration Committee that submits its proposals for
approval to the Board of Directors.
The yearly base remuneration
The yearly base remuneration is intended to remunerate the
nature and extent of individual responsibilities.
It is based on market benchmarks while respecting internal
equity within the company.
The variable remuneration
1) The Performance bonus
The short-term variable remuneration consists of a proportion
to encourage individual performance and another part aimed
at attaining company objectives.
In 2022, the targets for the individual variable part were as
follows:
The targets for the individual part are set against the main
business priorities aligned with the company strategy. The
progress against those priorities is assessed based on
a number of indicators. The quality of management and
leadership behaviour is also taken into consideration during
the evaluation.
The targets for the collective part were as follows:
Organic Cash Flow
EBITDAaL (Earnings before Interest, Taxes, Depreciation
and Amortization, after Lease)
Brand Net Promoter Score that measures the percentage
of customers who are promoters minus percentage of
customers who are detractors consolidated per main
business line. That KPI has been replaced by another KPI
measuring the customer satisfaction as of the second
semester in 2022.
Employee Net Promoter Score that measures to what extent
Orange Belgium employees would recommend Orange
Belgium as a good place to work (percentage of employees
who are promoters minus percentage of employees who are
detractors).
The performance bonus has been granted in cash, in
warrants, in options on shares which are not connected to
the company or benefits available in the Flex Income Plan.
More specifically:
A first portion (the collective part) has been paid in cash
under the form of a collective bonus CLA90 (up to the
ceiling free of taxes and normal social security charges)
A second portion has been paid in warrants or options on
shares which are not connected to the company (up to the
tax ceiling of 20% of the yearly remuneration);
A third portion has been paid in the Flexible Income Plan,
resulting in cash or benefits in kind.
Annual report 2022
155
The performance criteria, their relative weighting and the actual outcome in 2022 can be summarized as follows:
Name of director,
position
1.
Performance criteria
2.
Relative
weighting
of the
performance
criteria
3.
Information on Performance Targets
[optional]
4.
a) Measured
performance
b) Actual award outcome
a) Minimum target /
threshold
performance
b) Corresponding
award
a) Maximum target /
performance
b) Corresponding
award
CEO
Individual target:
Progress against business
priorities aligned with the
business strategy as well as
management attitude and
quality of Leadership.
40%
a) overachieved
b) 127.5%
Collective Target: Organic
Cash Flow
18%
a) S2/2021: overachieved
S1/2022: overachieved
b) 150%
Collective target: EBITDA(aL)
18%
a) S2/2021: overachieved
S1/2022: below target
b) 101.65%
Collective target: Brand NPS
12%
a) S2/2021: below target
S1/2022: overachieved
b) 73.9%
Collective target: e-NPS
12%
a) S2/2021: overachieved
S1/2022: overachieved
b) 117.85%
Executive
Management
Individual target:
Progress against business
priorities aligned with the
business strategy as well as
management attitude and
quality of Leadership.
40%
a) overachieved
b) 112%
Collective target: Organic Cash
Flow
18%
a) S2/2021: overachieved
S1/2022: overachieved
b) 150%
Collective target: EBITDA(aL)
18%
a) S2/2021: overachieved
S1/2022: below target
b) 101.65%
Collective target: Brand NPS
12%
a) S2/2021: below target
S1/2022: overachieved
b) 73.9%
Collective target: e-NPS
12%
a) S2/2021: overachieved
S1/2022: overachieved
b) 117.85%
Orange Belgium
156
2) The long-term variable remuneration
The long-term variable consists of recurring long-term
Incentive Plans (2020-2022, 2021-2023 and 2022-2024)
which represents 30% of yearly fixed remuneration of
executive members after three years.
The LTIP is a “rolling plan” over three-year performance
periods with awards considered and decided annually by the
Nomination and Remuneration Committee.
The Nomination and Remuneration Committee decided
on three company KPI’s and targets to apply to each
annual LTIP award for the three-year performance period
at the beginning of the financial year. Company targets are
weighted independently 50%/50%/50%, with a maximum
possible achievement for each LTIP award of 150%. Subject
to the achievement of at least one company target in any
three-year performance period, individual contribution by the
executive member can add an additional 25% to the final
result subject to an overall maximum LTIP potential of 175%
of the target award.
LTIP awards will vest subject to company performance
measured over each three-year period with plan payments
paid in cash, in warrants or in the form of non-company
share options, or benefits available in the Flex Income Plan
(possibly pension benefits). In the case of payment in the
form of options, these options are frozen for one year.
In 2020, the company KPI’s decided for the 2020-2022 LTIP
award were as follows:
Total Shareholder Return (TSR)
Organic Cash Flow (OCF)
Growth in Mobile Convergence: number of B2C convergent
mobile customers at the end of the relevant period
compared to the strategic plan approved by the Board of
Directors.
In 2021, the company KPI’s decided for the 2021-2023 LTIP
award were identical as for the 2020-2022 LTIP.
In 2022, the Total Shareholder Return (TSR) indicator has
been replaced by EBITDAal in the 2022-2024 LTIP.
The 2020-2022, the 2021-2023 and 2022-2024 awards are
anticipated to vest and become payable in respectively
March 2023, March 2024 and March 2025 subject to results.
Other elements of the remuneration
1) Group insurance - additional pension plan
The additional pension plan is a plan with predefined
contributions. The acquired reserve consists of employers’
contributions solely.
The amounts paid into the pension plan are specified in
table 1 (total reward).
2) Employee profit sharing plan
In accordance with the law of 22 May 2001, Orange
Belgium shares 1% of the net consolidated profit under
certain circumstances with the members of the personnel
including the members of the Executive Management. In
the event the conditions are fulfilled, the amount granted
to each employee, including the members of the Executive
Management, is identical regardless of the position is held.
In 2019, Orange Belgium decided to share 2% of the net
consolidated profit as of the 2020 results, under certain
circumstances with the members of the personnel including
the members of the Executive Management. The percentage
could amount to a maximum of 3%, but capped overall at
€1.5 million payout, depending on the achievement of results
(subject to the achievement of the financial stretch target(s)
set above the budget).
In 2022, the General Meeting of Shareholders approved the
award of a profit-sharing scheme resulting in an amount
of €937,07 gross per employee (including members of the
Executive Management), paid in June 2022.
3) Other benefits
The members of the Executive Management benefit from
other advantages, in accordance with market practices
within the sector and their level of function, such as hospital
insurance, company car, meal vouchers, mobile phone with
subscription.
2. Share-based remuneration
In 2022, the Board of Directors of Orange S.A. decided to
implement a share award for the 3 year period 2022-2024
approved pursuant to the provisions of the eighteenth
resolution of the General Shareholders meeting of 19 May
2022.
The aim of the Orange S.A. Long Term Incentive Plan is to
develop corporate loyalty among employees who occupy
senior positions in the Group and to align the interests of
beneficiaries, the Group and shareholders.
The Board of Directors of Orange S.A. decided on 27 July
2022 to award to eligible executive members of the company
and certain other key employees rights to 2,000 Orange S.A.
shares for “executives” and 1,000 Orange S.A. shares for
“Leaders”, subject to the terms and conditions of the 2022-
2024 award. Shares will only vest at the end of the vesting
period for the award on or after 31 March 2025, subject to
the presence conditions and achievement of the performance
conditions as assessed by the Board of Directors of Orange
S.A.
3. Severance payments
All members of the Executive Management have an
employment contract. The Chief Consumer Business Officer
who joined the company in January 2020 and the Chief
Executive Officer who joined the company in September
2020, benefit from a 12-month exit guarantee. For the other
members of the Executive Management, labour law applies
and no specific severance clauses have been agreed.
Annual report 2022
157
4. Use of the right to reclaim
No circumstances justified any reclaim in 2022.
5. Derogations and deviations from
the remuneration policy
In 2022, the Chief Consumer Business Officer benefited from
the payout of the 2019-2021 LTIP due to eligibility rights
granted to him on a prorated basis on commencement of his
employment with the Company. The incentive amount was
paid in March 2022 and is included in the figures in table 2.
6. Comparative information - evolution
of remuneration and performance
2019
2020
2021
2022
Directors/Executive Remuneration
CEO total remuneration (in €)
740 319
926 007
810 523
1 069 046
Executive committee total remuneration (in €)
3 574 649
3 238 080
4 003 050
3 890 280
Orange’s performance
Net Profit (in m€)
33.3
54
39.7
58.2
Total Revenues (in m€)
1 340.80
1 314.87
1 363.50
1 391.2
EBITDAal (in m€)
300.1
323.5
353.0
373.7
Organic Cash Flow (Social View) (in m€)
from Telecom activities
112.2
122.4
126.6
105.3
Organic Cash Flow (Social View) (in m€)
112.2
122.4
104.8
-115.2
Brand NPS
(*)
117.5% vs target
97.6% vs target
121.3% vs target
113.6% vs target
eNPS
(*)
110% vs target
137.5% vs target
113.2% vs target
112.5% vs target
Average remuneration on a full-time basis of employees
Average remuneration per employee (in €)
68 627
69 157
71 304
73 357
(*) for Brand NPS and eNPS, the table shows the achievement vs target at the end of the 1
st
semester of the relevant year to be consistent with payment dates
of the performance bonus. The performance bonus paid in 2022 relates to semester 2 of 2021 and semester 1 of 2022.
The methodology used to calculate the average remuneration
on a full-time equivalent basis of employees takes into
account: sum of the yearly base pay (monthly base salary*
13.92) and sum of the actual variable remuneration for all
employees of Orange Belgium excluding CEO and Executive
Management divided by the sum of the Full Time Equivalent
based on the contractual work schedule. All the elements
that have been considered to calculate the CEO and Exco
remuneration on a yearly basis have been included in the
calculation: employer contribution in the meal vouchers,
profit sharing, employer contribution in the group insurance,
employer contribution in the hospitalization insurance,
company car, car allowance, benefit in kind for mobile phone
and consumption vouchers in 2022. The reference period
taken was the month of December of the year in question.
Ratio between the highest remuneration and the
lowest remuneration
The ratio between the total remuneration of Orange Belgium’s
CEO and the total remuneration of the lowest paid employee
is equivalent to 26.75.
7. Information on shareholder vote
Not applicable.
10. Contractual relations with
directors, managers and companies
of the Orange Group
Every contract and every transaction between a director or
a member of the Executive Management and the company
requires prior approval from the Board of Directors, after
informing and consulting with the Audit Committee in that
respect. Such contracts or transactions should be concluded
at commercial conditions, in accordance with the prevailing
market circumstances. The prior approval of the Board of
Directors is required, even if articles 7:96 and 7:97 of the
Code of Companies and Associations are not applicable to
the said transaction or the said contract. However, services
delivered by the company in its normal course of business
and at normal market conditions (i.e. a normal “customer
relationship”) are not subject to such prior approval.
There are agreements and/or invoices regarding the
performances of the staff members and/or delivery of
services or goods between the company and several
companies of the Orange Group. These contracts and
invoices are reviewed by the Audit Committee.
Orange Belgium
158
11. Application of article 7:97 of the
Code of Companies and Associations
during the 2022 financial year
The procedure foreseen in article 7:97 of the Code of
Companies and Associations has been applied during the
2022 financial year.
This procedure has been applied in the framework of the
provision of funding by Atlas Services Belgium SA to the
benefit of the Company, (i) on one hand, for the acquisition of
VOO and, (ii) on the other hand, for the purposes of spectrum
purchase.
The main contractual documentation related to this operation
is composed of the following documents: (i) credit facility
agreement between Atlas Services Belgium and the
Company and (ii) guarantee letter from the Company to
Orange SA relating to the guarantee granted by Orange SA
to the benefit of Nethys in order to comfort the acquisition of
75% (- 1 share) of the capital of VOO.
Considering that the deliberations relating to this operation
fall within the scope of article 7:97 of the Code of Companies
and Associations, the Board of Directors requested the
independent directors to form a committee of independent
directors.
The Board of Directors of 21 April 2022 has taken note of
the written, detailed and reasoned opinion of the committee
of independent directors dated 20 April 2022, drafted with
the assistance of independent experts (legal expert and
financial expert). Based on this opinion, from which it does
not deviate, the Board of Directors has considered that the
operation is in the Company’s interest and has approved it in
view if the implementation of the VOO transaction and the 5G
process (spectrum purchase).
The guarantee letter has been signed on 20 May 2022. The
credit facility agreement will be signed prior to the closing of
the VOO transaction. This has been publicly announced by
the Company on the 10 February 2023 and can be consulted
on the Website of Orange Belgium.
The procedure foreseen in article 7:97 of the Code of
Companies and Associations has also been applied in the
context of the execution of a framework agreement between
Atlas Services Belgium and the Company intended to
allow for interest rates hedges related to the credit facility
agreement referred to above. The committee of independent
directors concluded that the proposed operation was not
detrimental to the Company and was not manifestly abusive.
The framework agreement has been signed on 21 November
2022 and publicly announced by the Company on the
10 February 2023. The announcement can be consulted on
the Website of the Orange Belgium.
12. Information concerning the tasks
entrusted to the auditors
The audit of Orange Belgium’s consolidated and statutory
financial statements is entrusted to KPMG Bedrijfsrevisoren /
Réviseurs d’Entreprises.
During 2022, the statutory auditor and linked companies
provided services for which the fees were as follows:
Audit services €572,233
Audit-related services €40,000
Annual report 2022
159
Statutory auditor’s report to the general meeting of Orange
Belgium SA/NV on the consolidated financial statements as of
and for the year ended December 31, 2022
Statutory
auditor’s
report
In the context of the statutory audit of the consolidated
financial statements of Orange Belgium SA/NV (“the
Company”) and its subsidiaries (jointly “the Group”), we
provide you with our statutory auditor’s report. This includes
our report on the consolidated financial statements for the
year ended December 31, 2022, as well as other legal and
regulatory requirements. Our report is one and indivisible.
We were appointed as statutory auditor by the general
meeting of May 6, 2020, in accordance with the proposal of
the board of directors issued on the recommendation of the
audit committee and as presented by the workers’ council.
Our mandate will expire on the date of the general meeting
deliberating on the annual accounts for the year ended
December 31, 2022. We have performed the statutory audit
of the consolidated financial statements of the Group for six
consecutive financial years.
Report on the consolidated financial
statements
Unqualified opinion
We have audited the consolidated financial statements
of the Group as of and for the year ended December 31,
2022, prepared in accordance with IFRS Standards as
issued by the International Accounting Standards Board
and as adopted by the European Union, and with the legal
and regulatory requirements applicable in Belgium. These
consolidated financial statements comprise the consolidated
statement of financial position as at December 31, 2022, the
consolidated statements of comprehensive income, changes
in equity and cash flows for the year then ended and notes,
comprising a summary of significant accounting policies and
other explanatory information. The total of the consolidated
statement of financial position amounts to EUR’000
2.091.551 and the consolidated statement of comprehensive
income shows a net profit for the year of EUR’000 58.159
and total comprehensive income attributable to equity
holders of the parent of EUR’000 64.754.
In our opinion, the consolidated financial statements give a
true and fair view of the Group’s equity and financial position
as at December 31, 2022 and of its consolidated financial
performance and its consolidated cash flows for the year
then ended in accordance with IFRS Standards as issued
by the International Accounting Standards Board and as
adopted by the European Union, and with the legal and
regulatory requirements applicable in Belgium.
Basis for our unqualified opinion
We conducted our audit in accordance with International
Standards on Auditing (“ISAs”) as adopted in Belgium. In
addition, we have applied the ISAs as issued by the IAASB
and applicable for the current accounting year while these
have not been adopted in Belgium yet. Our responsibilities
under those standards are further described in the “Statutory
auditors’ responsibility for the audit of the consolidated
financial statements” section of our report. We have complied
with the ethical requirements that are relevant to our audit of
the consolidated financial statements in Belgium, including
the independence requirements.
We have obtained from the board of directors and the
Company’s officials the explanations and information
necessary for performing our audit.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Orange Belgium
160
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Revenue recognition from telecommunication
activities
We refer to note 15.1.21 ‘Revenue from contracts with
customers’, note 2 ‘Sales, trade receivables, other current
and non-current assets’ and note 13 ‘Liabilities related
to contracts with customers and other assets related to
contracts with customers’ of the consolidated financial
statements.
Description
Revenue recognition is an inherent industry risk of error
which arises from amongst others the complexity of the
telecommunication billing systems, the large amount of data
processed to determine billing and revenue, the combination
of different products sold and price and promotion changes
introduced during the year.
Our audit procedures
We gained insight into the processes surrounding the
recognition of the various revenue streams, from contract
signature and initial communication up to the invoicing and
the receipt of payments.
We took into account the high level of integration of the
various IT systems, by including IT specialists in our audit
team, and by testing the design, implementation and
effectiveness of the key automated controls of the relevant IT
systems affecting revenue recognition.
As part of our audit procedures, we have:
identified the key controls implemented by Orange Belgium
in relation to the revenue cycle that were relevant for our
audit and tested their effectiveness;
tested a sample of customer billings and compared these to
supporting evidence (e.g. customer orders or contracts and
cash received);
tested a sample of deferred and accrued revenue ending
balances and compared these to supporting evidence;
assessed the accounting treatment of any significant new
products and promotions in the year; and
assessed a selection of manual journal entries posted to
revenue accounts at year end by comparing them with our
independent calculations and estimates and by ensuring
that evidence supporting these manual entries was
available.
We have also assessed the appropriateness of the
information presented in notes 2, 13 and 15.1.21 to the
consolidated financial statements.
Goodwill valuation
We refer to note 4 ‘Goodwill’ of the consolidated financial
statements.
Description
At December 31, 2022, the total goodwill recognized in the
consolidated statement of financial position amounts to
EUR’000 67.041. The goodwill impairment loss recognized
for the year 2022 amounts to EUR’000 22.433.
As indicated in note 4, Orange Belgium performs an
impairment test at least annually and more frequently
when there is an indication of impairment. These tests are
performed at the level of each cash generating unit (‘CGU’) or
group of CGUs, which generally correspond to the operating
segment. An impairment loss is recognized if the recoverable
amount is lower than the carrying value. The recoverable
amount is determined by Orange Belgium, based upon the
value in use. The estimate of value in use is the present value
of future expected cash flows.
The assessment of the value in use requires numerous
estimates and judgments from management, and in particular
the assessment of the competitive, economic and financial
environment of the countries in which Orange Belgium
operates, the ability to realize operating cash flows from
strategic plans, the level of investment to be made and the
discount and growth rates used in calculating recoverable
amounts.
Our audit procedures
We gained insight into the procedure implemented by Orange
Belgium for carrying out the annual impairment test and in
particular the review of the cash flows used in the calculation
of the recoverable amount.
With the assistance of our valuation specialists, we have
assessed the appropriateness of the method used by Orange
Belgium to calculate the recoverable amounts.
To assess the reliability of the data from the business plan
used to calculate the recoverable amount, we have in
particular:
assessed the procedure for devising and approving
business plans;
evaluated the management’s identification of the CGUs;
compared cash flow forecasts with business plans from
previous financial years;
compared business plans from previous financial years with
actual data over the financial periods in question;
challenged the key assumptions made by management
relating to revenue, EBITDA and capital expenditures with
external data when available, such as market research or
analysts’ memos;
assessed the method used to determine the weighted
average cost of capital (‘WACC’) and the perpetual growth
rate (‘PGR’) by comparing them to the market range and to
data re-calculated with our own data sources;
Annual report 2022
161
challenged the appropriateness of the sensitivity analysis
performed by management by performing further sensitivity
analyses, primarily focused on changes in operating cash
flows; and
tested the mathematical accuracy of the cash flow models.
We have also assessed the appropriateness of the
information presented in note 4 to the consolidated financial
statements.
Board of directors’ responsibilities for the
preparation of the consolidated financial
statements
The board of directors is responsible for the preparation of
these consolidated financial statements that give a true and
fair view in accordance with IFRS Standards as issued by the
International Accounting Standards Board and as adopted
by the European Union, and with the legal and regulatory
requirements applicable in Belgium, and for such internal
control as board of directors determines, is necessary to
enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the board
of directors is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the board of directors
either intends to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of
the consolidated financial statements
Our objectives are to obtain reasonable assurance as to
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of the users taken on the basis of these
consolidated financial statements.
When performing our audit we comply with the legal,
regulatory and professional requirements applicable to audits
of the consolidated financial statements in Belgium. The
scope of the statutory audit of the consolidated financial
statements does not extend to providing assurance on the
future viability of the Group nor on the efficiency or effectivity
of how the board of directors has conducted or will conduct
the business of the Group. Our responsibilities regarding the
going concern basis of accounting applied by the board of
directors are described below.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional skepticism
throughout the audit. We also perform the following
procedures:
Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;
Obtain an understanding of internal controls relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group’s
internal control;
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by board of directors;
Conclude on the appropriateness of board of directors’
use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’
report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group
to cease to continue as a going concern;
Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation;
Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the audit committee regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our
audit.
We also provide the audit committee with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
related safeguards.
For the matters communicated with the audit committee, we
determine those matters that were of most significance in the
audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter.
Orange Belgium
162
Other legal and regulatory
requirements
Responsibilities of the Board of directors
The board of directors is responsible for the preparation and
the content of the board of directors’ annual report on the
consolidated financial statements.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance
with the Belgian standard which is complementary to the
International Standards on Auditing as applicable in Belgium,
our responsibility is to verify, in all material respects, the
board of directors’ annual report on the consolidated financial
statements, and to report on these matters.
Aspects concerning the board of directors’ annual
report on the consolidated financial statements
Based on specific work performed on the board of directors’
annual report on the consolidated financial statements,
we are of the opinion that this report is consistent with the
consolidated financial statements for the same period and
has been prepared in accordance with article 3:32 of the
Companies’ and Associations’ Code.
In the context of our audit of the consolidated financial
statements, we are also responsible for considering, in
particular based on the knowledge gained throughout the
audit, whether the board of directors’ annual report on
the consolidated financial statements contains material
misstatements, that is information incorrectly stated or
misleading. In the context of the procedures carried out, we
did not identify any material misstatements that we have to
report to you.
Information about the independence
Our audit firm and our network have not performed any
engagement which is incompatible with the statutory audit
of the consolidated accounts and our audit firm remained
independent of the Group during the term of our mandate.
The fees for the additional engagements which are
compatible with the statutory audit referred to in article 3:65
of the Companies’ and Associations’ Code were correctly
stated and disclosed in the notes to the consolidated
financial statements.
European Single Electronic Format (ESEF)
In accordance with the draft standard on the audit of
compliance of the Financial Statements with the European
Single Electronic Format (hereafter “ESEF”), we have audited
as well whether the ESEF-format is in accordance with
the regulatory technical standards as laid down in the EU
Delegated Regulation nr. 2019/815 of 17 December 2018
(hereafter “Delegated Regulation”).
The Board of Directors is responsible for the preparation, in
accordance with the ESEF requirements, of the consolidated
financial statements in the form of an electronic file in ESEF
format (hereafter “digital consolidated financial statements”)
included in the annual financial report.
It is our responsibility to obtain sufficient and appropriate
information to conclude whether the format and the tagging
of the digital consolidated financial statements comply, in
all material respects, with the ESEF requirements under the
Delegated Regulation.
In our opinion, based on our work performed, the format
of and the tagging of information in the official Dutch and
French version of the digital consolidated financial statements
as per December 31, 2022, included in the annual financial
report of Orange Belgium SA/NV, are, in all material respects,
prepared in compliance with the ESEF requirements under
the Delegated Regulation.
Other aspects
Reference is made to the board of directors’ annual report
which states the board of directors’ view that the Company
is exempt from the obligation to prepare and disclose the
non-financial information as required by article 3:32 §2 of
the Companies’ and Associations’ Code since the Company
is a subsidiary of Orange SA, who prepares a consolidated
board of directors’ annual report, that includes the non-
financial information, in accordance with the applicable EU
directive.
This report is consistent with our additional report to the
audit committee on the basis of Article 11 of Regulation
(EU) No 537/2014.
Zaventem, March 30, 2023
KPMG Bedrijfsrevisoren - Réviseurs d’Entreprises
Statutory Auditor
represented by
Alexis Palm
Bedrijfsrevisor / Réviseur d’Entreprises
Annual report 2022
163
Declaration
by the
responsible
persons
We, the undersigned, Xavier Pichon, CEO, and Antoine Chouc, CFO, declare that to
our knowledge:
a) the financial statements drawn up in accordance with the prevailing accounting
standards, give a true and fair view of the company’s assets, liabilities, financial
position and results of the issuer and the companies included within its
consolidation;
b) the management report contains an accurate overview of the business activities
evolution, the results and the financial situation of the issuer and the companies
included within its consolidation, and a description of the main risks and
uncertainties they are confronted to.
Xavier Pichon
CEO
Antoine Chouc
CFO
Orange Belgium
164