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Annual Report
Orange
Belgium
2023
Orange Belgium
Orange Belgium is one of the leading players in the
telecommunications market in Belgium and Luxembourg (through its
subsidiary Orange Communications Luxembourg).
Thanks to its own fixed and mobile networks, Orange Belgium offers
both residential and business customers fixed and mobile connectivity
services and convergent offerings (internet, telephony, television,
including original TV content: Be tv, VOOsport, etc.).
Orange Belgium is the first telecom operator nationwide to offer
1Gbps on the fixed network.
Orange Belgium is also a wholesale operator, offering its partners
access to its infrastructure as well as a broad portfolio of connectivity
and mobility services, including offerings based on Big Data and the
Internet of Things (IoT).
Orange Belgium has more than 3 million customers in Belgium and
Luxembourg, and operates top-quality mobile and fixed-line networks,
which are constantly being invested in to remain at the cutting edge of
technology in the sector.
Orange Belgium is a subsidiary of the Orange Group, one of
the leading European and African operators in the mobile and
internet access markets, and one of the world leaders in providing
telecommunication services to corporate customers.
Orange Belgium is listed on the Brussels stock exchange.
1
Key
figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
the Future
Management
report
Corporate
Governance
Statement
Financial
statements
01_ Profile
02_ Content table
03_ Key figures
04_ Chairman’s letter
05_ CEO interview
08_ Market insights
08_ VOO acquisition and
2024 market insights
10_ Highlights 2023
11_ Lead the Future
12_ Nationwide gigabit and
multigigabit networks
leadership
14_ Customer experience
excellence
16_ We care for people
20_ Orange Luxembourg
22_ Management report
31_ Corporate Governance
Statement
50_ Financial statements
Contents
2
Key
figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
the Future
Management
report
Corporate
Governance
Statement
Financial
statements
3.32
million
Mobile contracts excl. M2M
(+4.0% yoy
1
)
+111
k
Net adds
2
Mobile contracts excl. M2M
987
k
Cable customers
(+5.5% yoy
1
)
€1,749.5
million
Revenues
(+4.6% yoy
1
)
+47
k
Net adds
2
Cable customers
€304.1
million
eCapex (excluding licence fees)
(+4.1% yoy
1
)
€451.3
million
EBITDAaL
(+0.3% yoy
1
)
Key figures
1 Comparable base includes VOO revenues, eCapex and EBITDAaL with interco elimination
2 Includes 7 months of VOO net adds
Financial
Operational
3
Key
figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
the Future
Management
report
Corporate
Governance
Statement
Financial
statements
Dear team members, shareholders,
partners, and customers,
In 2023, Orange Belgium marked a significant
milestone. Benefiting from the strength of the
Orange Group and the joining of forces with
telecom operator VOO, our company is now
positioned as a true leader in the Belgian
telecom market.
I would like to extend a warm welcome to the
VOO employees, customers and partners.
Acknowledging the challenges and questions
that may have arisen throughout 2023, I
take immense pride in the results achieved,
not solely from a financial perspective.
The Employee Net Promoter Score (eNPS)
reflects the alignment and commitment of our
organization’s combined workforce.
To all leaders at Orange Belgium, I want to
express my gratitude, including not only
senior leaders but also our business and
people managers who contribute to achieving
our objectives. I extend the same gratitude
to our shareholders and the companies we
collaborate with. As we help them achieve
their aspirations, our mutual support forms the
foundation of strong, enduring partnerships.
Customer feedback, gauged through NPS and
satisfaction surveys, underscores the positive
reception of our efforts. With this feedback in
mind, I am confident and enthusiastic about
the future we are building with the colleagues
from the Orange Group. Together, we have
laid a robust foundation to navigate current
competition and anticipate challenges in the
upcoming months and years.
In light of our achievements, I firmly believe
we are well-prepared for success in this
period and industry. Our commitment
moving forward is to maintain a keen focus
on meeting customer expectations, as we
have in the past. We will tirelessly strive to
satisfy their evolving needs, as we recognize
the correlation between happy employees
and satisfied customers. Results will follow,
measured by continued market share growth
in a fiercely competitive environment.
As we embark on a new year, I propose that
‘optimism’ becomes our keyword for 2024.
Our company’s unique DNA, combining a
strong local entity with membership in a large
international group, positions us favorably to
confront upcoming challenges.
The Senior Leadership Team, the Board, and
all stakeholders are committed to providing
unwavering support to the management team
and employees as we collectively strive to
‘Lead the Future’.
Thankfully yours,
Johan Deschuyffeleer
Chairman’s letter
“Our company’s unique DNA,
combining a strong local entity
with membership in a large
international group, positions
us favorably to confront
upcoming challenges.”
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figures
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CEO
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Market
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Highlights
2023
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Corporate
Governance
Statement
Financial
statements
“The natural
DNA of the
Orange brand
is to be a
leader, not a
challenger”
Xavier Pichon,
Chief Executive Officer
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figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
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Management
report
Corporate
Governance
Statement
Financial
statements
CEO Interview
2023 was marked by two major milestones for Orange Belgium:
the acquisition of telecom operator VOO, and the launch of the
‘Lead the Future’ strategy: Orange Belgium’s long-term industrial
project creating value for its customers, employees, and society.
Xavier Pichon, Chief Executive Officer of Orange Belgium, looks
back on a pivotal year for the company.
What are your thoughts on 2023 in
retrospect?
Xavier Pichon:
As I look back at the year that
has passed, it was truly fantastic and I can
honestly say the work that has been done
is quite impressive. For that, I would like to
thank all Orange and VOO team members,
the leadership teams, the entire Executive
Committee, and the Board. I also want to
highlight the outstanding teamwork that has
contributed to our successful commercial and
financial results, both in the consumer and
business segments.
After the closing of the acquisition of VOO,
things accelerated and everyone had to
move at a fast pace, which is crucial in
this type of operation. Six months later, we
have been able to integrate almost 100%
of both companies in terms of operations
organization. And on top of that, we are
moving fast on the equity side as well,
aligning our shareholders on the same goal.
So, for me, 2023 has been a very satisfying
and outstanding year.
In June of 2023, Orange Belgium
introduced ‘Lead the Future’. Can you
explain what drove the launch of this
new long-term strategy?
X.P.:
For the past two decades, Orange
Belgium has continuously developed its
telecom skills and pioneering spirit to
challenge the market. But the natural DNA
of the Orange brand is to be a leader, not a
challenger. The launch of the ‘Lead the Future’
strategy by Orange Belgium was primarily
driven by the company’s ambition to solidify
its position as a leader in the Belgian telecom
market and align with the overarching strategy
of the Orange Group.
What is the biggest difference
with the previous strategy ‘Orange
Ahead’?
X.P.:
While the previous strategy, ‘Orange
Ahead’, was instrumental in establishing
Orange Belgium as a next-generation
operator, emphasizing sustainability,
technological expertise, and growth, ‘Lead
the Future’ marks a shift towards embracing
the inherent leadership qualities of the
international Orange brand.
Between both strategies, I would argue
that the essence remains consistent: the
overarching goal of shaping the future of the
telecommunications industry in Belgium. But
the strategic transition towards ‘Lead the
Future’ clearly underscores the company’s
commitment to not only maintaining but also
enhancing its leadership status, ensuring its
relevance and competitiveness in the ever-
evolving landscape.
By fully integrating ourselves into the
overarching strategy of the Orange Group,
we unlock a wealth of opportunities to
leverage, and can exchange expertise and
knowledge on an international scale. This
collaboration extends beyond borders,
allowing us to tap into the diverse experiences
and best practices of Orange’s operations
across different countries. By sharing
insights, innovative solutions, and successful
strategies, we can enhance our capabilities,
drive efficiencies, and accelerate our
collective progress towards common goals.
What is the importance of the
acquisition of VOO in the new
strategy? How does it change the
position of Orange Belgium in the
Belgian telco market?
X.P.:
Orange Belgium has always been
equipped with a unique DNA on the market.
The acquisition of telecom operator VOO
was the only missing part of the puzzle,
allowing us to fully prepare the playing field
and connect all the dots as an incumbent
operator. It was not merely about expanding
our technical infrastructure with our own
fixed network. The operation encompassed
a comprehensive integration of additional
assets, including diverse and complementary
brands, a wealth of skills, collaborators, etc.
Now, benefiting from the strength of the
Group and the joining of forces with VOO, we
are taking a genuine leader’s position in the
Belgian telecom market.
“By fully integrating ourselves into
the overarching strategy of the
Orange Group, we unlock a wealth of
opportunities.”
Xavier Pichon, Chief Executive Officer
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figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
the Future
Management
report
Corporate
Governance
Statement
Financial
statements
What are the main strengths of the
‘Lead the Future’ strategy?
X.P.:
In a way it is a very simple but very
clear strategy. Our industrial vision for the
future encompasses three strategic pillars:
logical building blocks that are also very
much interconnected. Pillar 1 is all about
connectivity and speed, reliability of our
state-of-the-art mobile and fixed network,
coupled with cybersecurity. That infrastructure
is the foundation, and on top of that we
are positioning ourselves as the leader
in segmented offers and the end-to-end
customer process. This is the second pillar:
our Belgian-operated customer experience
excellence and our ability to propose multi
segmented retail services in a differentiated
way brings state-of-the-art connectivity and
value-added services to premium and access
customers. For the third pillar, we leverage
the first two also in terms of human and ESG
values, by fostering digital inclusion within
Belgian society and by committing ourselves
to a Net Zero Carbon status by 2040. We
are also committed to becoming Belgium’s
preferred tech and telco employer.
For each of the three pillars, can you
highlight one achievement for 2023?
X.P.:
In pursuit of our strategic objectives,
our foremost goal was to establish ourselves
as the leader in gigabit networks nationwide
by mid-2024, ensuring that 95% of Belgian
residents could access speeds of 1 Gbps.
Remarkably, thanks to the exceptional efforts
of our technical teams, we have reached
this milestone in fixed broadband by the
end of this year already, demonstrating our
commitment to technological advancement
and infrastructure development.
Furthermore, underpinning our strategy is a
dedication to enhancing customer experience
excellence, our second pillar. To this end, we
introduced several new value propositions
tailored to meet the evolving needs of our
customers. For instance, we launched a
competitive home internet subscription
specifically designed for customers of
hey!, our digital b-brand, catering to their
preferences and requirements. Next to that,
Orange Belgium totally revamped its fixed
internet solutions and launched new gigabit
speed ‘Fiber’ offers to meet the growing
demand for faster and reliable internet
connectivity. Additionally, we expanded our
Orange TV portfolio by incorporating popular
channels such as VOOsport World and Be tv,
enriching the entertainment options available
to our subscribers.
Equally noteworthy are our achievements
in the third pillar of our strategy. We not
only met but exceeded our digital inclusion
objectives for 2023, underscoring our
commitment to bridging the digital divide and
ensuring equitable access to technology and
connectivity for all segments of society. At
the same time, we remained on track with our
ambitious targets for reducing CO
2
emissions,
reflecting our dedication to environmental
sustainability and corporate responsibility.
What are the main objectives for 2024
and how do you see the company
evolving?
X.P.:
Since June 8th, we have been pursuing
one clear ambition: to become a market
leader by combining the strengths of Orange
and VOO, enabling us to effectively implement
our ‘Lead the Future’ strategy. Even though
we remain two separate legal entities, we
want to present ourselves as a single operator
and to this end we have been gradually
introducing a transitional organization allowing
closer cooperation between the different
teams. As planned, starting next year, Orange
Belgium and VOO will be able to act as one
operator.
Next year will clearly be a pivotal year for
the telecommunications market in Belgium,
and things will continue to evolve rapidly,
driven by technological advancements,
marketing dynamics, and regulatory changes.
Additionally, the competition among telecom
operators – existing and new – will remain
fierce, with companies trying to differentiate
themselves through innovative product
offerings, competitive pricing, and superior
customer service. This competition benefits
consumers, as it leads to greater choice and
better value propositions.
If you have to sum up 2023 in a
couple of words: what are they? And
what is your keyword for 2024?
X.P.:
For 2023 I would say ‘clear vision’,
‘additional value creation’ and ‘execution’
were the keywords. And for the year to come,
it is clearly ‘confidence’. New opportunities
and challenges await us in 2024 that we will
bring to fruition thanks to the preparatory
work done this year.
“We have been pursuing one clear
ambition: to become a market
leader by combining the strengths
of Orange and VOO.”
Xavier Pichon,
Chief Executive Officer
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figures
Chairman’s
letter
CEO
interview
Market
insights
Highlights
2023
Lead
the Future
Management
report
Corporate
Governance
Statement
Financial
statements
VOO acquisition and 2024
market insights
In 2023, Orange Belgium completed its acquisition of a controlling stake in telecoms operator VOO
SA. Paul-Marie Dessart, General Secretary at Orange Belgium, reflects on this significant milestone
event and offers insights into what lies ahead in 2024.
What were the key developments
in the Belgian telecommunications
market throughout 2023?
Paul-Marie Dessart:
Looking at the sector
as a whole, I would say that, following the
spectrum auction organized by the BIPT in
2022, the confirmation of the arrival of a fourth
entrant onto the consumer market perhaps
stood out as the most notable development.
For Orange Belgium, the closing of the
acquisition of VOO, the cable network
operator in the Walloon region and part of
the Brussels region, was of course the most
important and most anticipated event of
2023. Acquiring the controlling stake in VOO
enables us to operate and modernize a very
high-speed network, thereby reinforcing the
deployment of our convergent multigigabit
strategy at a national level: the first pillar of
our ambitious ‘Lead the Future’ investment
plan. In combination with VOO’s and Orange’s
skills and expertise, we strengthen the quality
of our offers to the customers and ensure
competitiveness in the Walloon and Brussels
regions.
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Financial
statements
Belgium in 2024. So by mid-2024, Orange
Belgium is set to own 100% of the shares
of VOO, meaning our companies can truly
merge as one single operator, both on the
operational side as well as legally.
How do you see the market evolving
in 2024?
P-M D.:
2024 will undoubtedly create a new
dynamic on the Belgian telecommunications
market, with the arrival of new entrants in the
country or a part of it. Next to that, one of the
challenges will be to keep on creating added
value on top of the pure telecom services, by
focusing on areas such as network quality,
innovative services, enhanced customer
experience, premium content, sustainability
initiatives, partnerships and ecosystem
development. This is how telecom operators
worldwide can differentiate themselves in a
competitive market, retain customers, attract
new ones, and ultimately create added value
for both their business and their customers.
And this is also exactly the rationale behind
our ‘Lead the Future’ strategy, based on the
three pillars.
Can you take us through the final
stages of the acquisition process?
What are the next steps?
P-M D.:
After several months of discussion,
in March of 2023, the European Commission
approved the acquisition of 75% of the capital
less one share of VOO SA by Orange Belgium,
with the remaining 25% plus one share
retained by Nethys. This official green light
allowed us to then move quickly into the final
phase of the buyout towards the closing of
the transaction, which took place in June.
In November, Nethys expressed its intention
to use the option of converting its minority
stake in VOO into Orange Belgium shares.
By doing so, Nethys would obtain an 11%
stake in Orange Belgium and would retain,
once in the capital of Orange Belgium, the
governance rights associated with its stake
in VOO. At this point, the conversion process
is ongoing. Following the procedure provided
for in the Companies and Associations
Code, it will be analysed by a committee
of independent Orange Belgium directors,
with the support of an independent expert,
who will submit an opinion to the Board of
Directors. The transaction will then have to be
approved by the General Assembly of Orange
“One of the challenges will be to keep
on creating added value on top of the
pure telecom services.”
Paul-Marie Dessart, General Secretary
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interview
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insights
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2023
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the Future
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report
Corporate
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Financial
statements
Highlights 2023
January
Orange Belgium and Telenet sign two
commercial wholesale agreements providing
access to each other’s Hybrid Fiber Coaxial
and Fiber to the Home networks
March
11 innovative 5G pilot projects on Orange
Belgium’s network are selected by the
Federal Government for subsidies to
accelerate 5G in Belgium
April
Orange Belgium collects over 115,000 old
devices: one step closer towards a circular
economy
Orange Belgium’s digital and innovative
b-brand hey! renews its partnership with
Royale Union Saint-Gilloise
June
Orange Belgium completes the
acquisition of a 75% stake minus 1
share in telco operator VOO SA and
launches Lead the Future: a long-term
industrial project creating value for its
customers, employees, and society
1 year after launching the Orange Digital
Center and Orange Belgium Fund,
the telecom operator launches a Tech
Academy and signs new partnerships
September
Flemish Government appoints Orange
Belgium as trusted partner for mobile
connectivity and Internet of Things
services
Orange Belgium’s next proofpoint in
Customer Experience Excellence: a
competitive home internet subscription
for hey! customers
November
Orange Belgium pursues its customer
experience excellence ambition by
adding VOOsport World and Be tv to its
TV offers
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figures
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2023
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the Future
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Governance
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Financial
statements
Capitalizing on our infrastructure
New enterprise model
Capitalizing on our core business
Nationwide gigabit and
multigigabit networks
leadership
Customer experience
excellence
Mobile
- 5G frequencies (capacity and speed)
- 5G Core SA (reliability and B2B services)
- RAN Sharing agreement (coverage)
Broadband
- South: powerful HFC & FTTH network modernized
towards state-of-the-art standards
- North: HFC & FTTH Wholesale agreements
Multisegmented service offering
- Consumer Premium segment
- Consumer Access segment
- Business segment
(Re)internalization of major servicing
assets
- Customer’s call servicing
- Mastering of IT skills and tools
Expand customer data and AI knowledge
capabilities
- Meaningful brand
- Tailored value propositions
- Local approach
Lead the Future
We care for People
A resilient and responsible
company
Future proof ESG enterprise model
- Net zero carbon operator
- Digital inclusion
Preferred tech & telco employer
- Attractive industrial project and HR policy
- Tech talents development
- Diversity & inclusion
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FInancial
statements
Pillar 1:
Nationwide gigabit and
multigigabit networks leadership
Orange Belgium aims to be the leader in gigabit networks as
from 2024 and will secure this position in the long term on multi-
gigabit networks, thanks to the fiber mastery of the Orange
Group.
Broadband
For more than 10 years, Orange has made the
strategic choice of fiber. With more than 50
million sockets deployed and more than 10
million active customers, the Orange Group
has become the undisputed leader in fiber in
Europe.
By mid-2024 Orange Belgium aims to become
the gigabit networks leader for the B2C,
B2B and wholesale market, allowing 95% of
Belgian inhabitants to access 1 Gbps speeds
on its powerful HFC (Hybrid Fiber Coaxial)
network. Thanks to the exceptional efforts
of the VOO network teams, this milestone
achievement was all but achieved by the end
of 2023.
The acceleration of the ‘GigaBoost’ program
has modernized VOO’s powerful HFC
network in record time, allowing 100% of our
customers in part of Brussels and Wallonia to
enjoy gigabit speeds. In the rest of Brussels
and Flanders, customers enjoy the full
capabilities of a gigabit network thanks to
the wholesale HFC and FTTP (Fiber to the
Premises) agreement with Wyre.
To maintain its networks leadership over
time, Orange Belgium will level up the
‘GigaBoost’ VOO program to the ‘GigaFiber’
level, embarking on a new cycle of long-term
investments to ensure that the HFC network
remains at the forefront of both coaxial and
fiber technologies, using the latest DOCSIS
standards increasing speed and improving
latency, to eventually offer customers speeds
of 10 Gbps. By 2040, the goal is to cover 75%
of the national footprint with end-to-end fiber,
achieved through a combination of VOO’s
66% FTTP network and wholesale access to
Wyre’s FTTP network.
95
%
of Belgian households
enjoying fixed gigabit
speeds
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statements
Mobile
In the mobile segment, 5G coverage will reach
75% of the population by end of 2025, with
the fastest mobile network. Orange Belgium’s
5G equipped customer base has now reached
more than 1 million clients (B2C + B2B),
meaning that 1 in 3 Orange customers owns a
5G-compatible device. This includes devices
such as smartphones, tablets, connected
objects, etc. that are compatible with and can
support 5G frequencies.
With the adaptation of emission norms also
enabling the roll-out of 5G in Brussels, Orange
Belgium has started deployment of 5G on
its antennas in the capital. 5G frequencies
will initially be available at defined high-
traffic locations, such as railway stations.
The majority of 5G deployment in Brussels is
scheduled for 2024, with some additional last
rollouts in 2025.
In a bid to accelerate 5G use in Belgium,
Orange Belgium is providing new
opportunities to consumers and businesses
alike. 5G core SA (Stand Alone) roll-out will
result in the most reliable mobile network and
enable customized B2B servicing. Working
closely with industry partners, the company
is also supporting the implementation of
several government funded 5G-standalone
technology use cases in different areas
such as the healthcare sector, transport and
logistics, audiovisual production, military
defense and public security, production,
smart cities, etc.
Thanks to the Radio Access Network (RAN)
sharing agreement with Proximus, Orange
Belgium will also offer the largest mobile
coverage and, together with Proximus, the
highest number of radio sites in Belgium.
“Our network strategic initiatives solidify Orange
Belgium’s commitment to delivering cutting-edge
open connectivity solutions and staying at the
forefront of technological advancements in the
telecommunications industry.”
Philippe Toussaint,
Chief Technology Officer
1
million
Orange customers own
a 5G compatible device
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statements
Pillar 2:
Customer experience
excellence
Orange Belgium’s domestically operated customer experience
excellence and ability to propose multi-segmented retail services
in a differentiated way brings state-of-the-art connectivity and
value-added services to premium and access customers.
Managing a multi-
segmented ecosystem
Orange Belgium has established a
longstanding tradition of prioritizing customer
focus, placing the customers’ needs at the
heart of its operations. With a commitment
to providing exceptional service and tailored
solutions, the telco operator has built enduring
relationships with its customers, earning
their trust and loyalty. This customer-centric
approach has been a key pillar of Orange
Belgium’s success and continues to drive its
relentless improvement and innovation efforts
to meet and exceed customer needs. Orange
Belgium continuously adapts its services and
products to cater to the changing demands
of the digital world, offering innovative
solutions and personalized experiences that
empower customers to stay connected,
entertained, and informed in an ever-evolving
technological landscape. We will continue to
develop and improve our value propositions
for three complementary retail segments:
Consumer premium segment:
benefiting
from a full range premium servicing through
physical and digital customer touchpoints,
focusing on multi-gigabit convergent
connectivity and value-added services
propositions, leveraging on the VOO/Be tv
distribution contracts and platforms.
Consumer access segment:
efficient digital
servicing with appealing and evolutive multi-
product value propositions.
Business segment:
tailor-made B2B value
propositions through Orange Belgium’s best
of breed strategy, putting cyber security
and ICT expertise at the heart and enriched
with multi-gigabit network speeds and 5G
enabled servicing. VOO’s expertise in the
SoHo (Small Office Home Office) segment
is also nurtured to develop more business
opportunities in all Belgian regions.
“At the core of our commitment lies
a deep appreciation for customer
experience excellence. We understand
that in today’s interconnected world,
providing the best broadband, mobile and
TV offer goes beyond mere connectivity.
It’s about crafting an experience that
delights, empowers, and enriches the
lives of our valued customers.”
Christophe Dujardin,
Chief Consumer Officer
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Orange Belgium
consolidates its position
as a trusted partner of
the Brussels Region by
renewing its commitment
to the government and
Paradigm within the
framework of IRISnet3
Bringing our customers’
servicing assets back to
Belgium
In order to provide Orange Belgium with
an end-to-end mastering of the entire
customer journey and experience, two major
servicing assets in Belgium will move from an
outsourced to a local model:
Customer calls servicing:
by the end of
2024, every residential convergent call and
every high & low market business call will
be handled locally to the benefit of our
customer experience and local employment
sustainability. By capitalizing on the
excellence of award-winning contact center
WBCC, Orange and partners, customer
relations will be fully managed in Belgium.
Orange and VOO’s IT skills:
we are
building the foundation of state-of-the-art
IT tools and operations by pivoting from an
external model towards an internalized and
qualitative IT mastering level.
Orange Belgium’s customer experience
excellence will also be enabled by expanding
customer data & AI knowledge capabilities
in both premium and access segments.
By doing so, we demonstrate an agile
management of the telco market changes and
attract residential and business prospects
with the most meaningful brand, displaying
tailored value propositions towards defined
geographical clusters.
“Orange Belgium has a unique DNA in the telecoms market and is
very well placed to make a long-term commitment to its stakeholders,
driven by a constant pursuit of offering a smooth, innovative and
reliable service. Our business partnerships perfectly reflect our
ambitions in terms of Customer Experience Excellence and our ability
to offer connectivity services of remarkable quality as well as tailor-
made value propositions.”
Werner De Laet, Chief Enterprise & Innovation Officer
Orange Belgium offers an
even more premium internet
experience with My Comfort
Service
Orange Belgium’s digital
b-brand hey! creates
even more value for its
customers by doubling
mobile data
A competitive home internet
subscription for hey!
customers
Flemish Government
appoints Orange Belgium
as trusted partner for
mobile connectivity and loT-
services
Orange Belgium shakes up
fixed internet and launches
its new gigabit speed Fiber
offers
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Pillar 3:
We care for people
Orange Belgium cares deeply
for people, whether they work
for us or are part of Belgian
society. Orange Belgium was
already carbon neutral certified
and recognized as a top
employer in the past. Today,
both Orange Belgium and VOO
level up and embrace the Orange
Group standards in terms of
Environmental, Social, and
Governance (ESG) practices and
Human Resources (HR) group
policies. We will ceaselessly
pursue a transparent and
sustainable engagement for the
planet and digital inclusion. We
are also committed to becoming
Belgium’s preferred tech and
telco employer.
Net Zero Carbon by 2040
Orange Belgium is aligned with the Orange
Group global commitment to be Net Zero
Carbon by 2040. In line with this objective, the
Group is making 3 commitments to reduce
CO
2
emissions by 22% in scope 1 & 2 and by
14% in scope 3 by 2025:
1. Reduce own CO
2
e emissions (scope 1)
2. Decrease indirect emissions associated
with own energy consumption (scope 2)
3. Reduce emissions generated upstream
by our suppliers and downstream by our
customers (scope 3)
These three commitments align with scopes
1, 2 and 3 of the Greenhouse Gas Protocol,
for which Orange has established a roadmap
validated by the international scientific
reference SBTi (Science Based Targets
initiative).
To meet the first two targets, we optimize
free cooling in technical environments
(datacenters, PoPs and antenna sites),
reducing air conditioning use to days
exceeding 27°C. To improve the energy
efficiency of our mobile networks we are using
100% renewable electrical supplies and have
implemented several energy saving features
such as nightly 4G and 5G switch offs and
equipped 1,400 RAN sites with smart meters,
displaying the real time data of our radio
equipment consumption. Additionally, we
are switching off power of decommissioned
equipment faster than before. Finally, for our
company cars we launched the e-fleet project
in July 2023, targeting a 100% electric fleet
by 2028 and promoting alternative types of
transport.
To meet the third target, we are promoting
a circular economy notably with our
Re
program
:
Opening of our ‘Future shop’
in June 2023:
innovative, responsible and accessible
Refurbished sales:
13,500 phones sold
over the year, a +21% increase from 2022,
representing 4% of total sales
Collected 37,000 mobiles
, with 40% given
a second life by Comparecycle and 60%
recycled by Recupel
85% collection rate for
old settopboxes
and modems
avoiding 753t CO
2
e through
e-waste reuse and recycling. This effort
resulted in planting 4 hectares of forest with
Natuurpunt.
37,000
mobile devices
collected thanks to our
Re program
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Reducing the digital gap
Orange Belgium wants to make digital
inclusion a factor facilitating equality of
opportunity
Orange Digital Center
905 people trained
715 people attended conferences
Orange Belgium Fund
3,643 beneficiaries received digital support
DigitAll: Orange supports DigitAll’s campaign
to reduce the digital divide in Belgium
Orange Belgium is committed to promoting
inclusivity for all its customers through
a multifaceted approach that integrates
quality network services, social offers, and
accessibility initiatives. By ensuring a reliable
and high-quality network, we strive to provide
equal access to communication and digital
More info
More info
“Today, not having access to digital technology, for
whatever reason, can quickly lead to a form of social
exclusion. As an operator, Orange Belgium leverages
its technologies and resources to provide trainings
to individuals of all ages, genders, and skill levels. By
doing so, we contribute to the reduction of the digital
divide and enhance employability opportunities for
everyone.”
Isabelle Vanden Eede,
Chief Brand, Communication & ESG Officer
https://corporate.orange.be/en/
social-responsibility
https://orangedigitalcenter.be/
4,548
beneficiaries of digital
support
services for everyone. Our social offers and
affordable smartphone options aim to bridge
the digital divide by making technology
more accessible to diverse socio-economic
groups. Additionally, our staggered payment
plans empower customers to manage their
expenses effectively while enjoying the
latest devices. Through interactive digital
workshops hosted in our shops, we provide
hands-on guidance to enhance digital
literacy and empower individuals from all
backgrounds. Moreover, our online platforms
serve as a valuable resource, offering tips
on best practices and fostering community
engagement through blogs, social networks,
and fundraising initiatives via SMS.
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Becoming the preferred tech
& telco employer
We believe the employee experience needs
to reflect the ambitions of the customer
experience. Hence, within Orange Belgium,
over the past years we have been working on
building a robust yet flexible and easy-to-
access HR-department with processes that
guarantee equal treatment.
We strive to become an increasingly inclusive
employer and develop all available talents 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 and
promoting team diversity
ensuring well-being as a key component of
our equity and inclusion strategy
raising awareness on stereotypes and ban
any form of discrimination or violence from
the workplace
Since 2011 we are GEEIS (Gender Equity
European and International Standard)
certified. In November 2023 a follow-up audit
confirmed our global levels for both Gender
(level 4 on 5) and Inclusion (level 3 on 5) whilst
improving our scores on different topics
thanks to initiatives such as the Thriving Team
approach, Tech Academy and WomInTech.
“Each strategic pillar requires us to care about the people side of this ambition:
technological leadership requires a broad tech skill supply, customer excellence
requires an engaged workforce experiencing themselves what excellent service
feels like and sustainable care for people and planet requires we foster an
inclusive culture where diversity is welcomed, well-being is prioritized and
where discrimination finds no refuge. Together, we shape a workplace where
every talent finds its place, creating a truly unique experience for all.”
Jelle Jacquet, Chief People Officer
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Thriving Team approach
We created a synergy between culture, well-
being, team coaching as well as learning &
development bringing all elements together
into one Thriving team. This team proposes a
unique, coherent and attractive journey to our
team members, teams and the organization.
It was launched on January 24th 2023, with
a Thriving day promoting well-being, team
and individual development and new learning
solutions. This event attracted more than 1 in
2 employees on premises and showed more
than 90% promotors of our approaches.
Since the launch the one Thriving team has
accompanied 29 teams and around 140 team
members with workshops and coachings to
find their best self, become more resilient and
efficient, and grow as a team. This resulted in
a satisfaction score of 8.8/10.
The same Thriving team also prepared
the accompaniment that is offered to the
combined OBE/VOO teams. In the second
half of 2023, around 580 VOO employees
were welcomed to the Orange Belgium
headquarters during 4 Discovery Days with
an average satisfaction score of 9.1/10.
These were a success as proven by our latest
eNPS scores that further improved both at
Orange Belgium as on VOO side even in these
exciting times of changes.
During the same period, we also launched
the Employee Academy which proposes
specifically selected contents and learning
paths. The Manager Academy training offer
has been specially designed to help managers
develop their leadership & managerial skills as
well as develop their peer network.
Tech Academy & WomInTech
Besides taking care of our present employees,
Orange Belgium also took the lead in investing
in future tech talents and in employer
branding. Almost one in two Belgians (46%
of the population) are in a situation of digital
vulnerability. Over three-quarters of these
individuals are low-skilled, earn a modest
income, and are primarily women.
This digital divide is also deeply felt within
the workplace, as six out of ten Belgian
companies face significant challenges in
locating qualified tech professionals. In its
pursuit of becoming the ‘place to be’ for
tech and tech-related talent, Orange Belgium
has taken the initiative to establish its very
own ‘Tech Academy’. This endeavor aims
to not only cultivate a diverse pool of skills
within Belgium, but also to rejuvenate and
feminize tech professions. This was possible
thanks to our unique partnership with the
Ecole Polytechnique de Bruxelles (agreement
signed in June 2023) and with WomInTech,
a student’s association aiming at promoting
tech and STEM (Science, Technology,
Engineering, and Mathematics) amongst
students (March 2023).
9.1/10
The average
satisfaction score for
the Discovery Days for
VOO employees
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Orange
Luxembourg
In 2023, Orange Luxembourg focused on customer service
excellence and fiber. Corinne Loze, Chief Executive Officer of
Orange Luxembourg, looks back on the past year.
What were the highlights of 2023 for
Orange Luxembourg?
Corinne Loze:
We focused our efforts on
customer excellence and simplifying our
offers and services to better meet the needs
and expectations of our customers.
After launching our video shopping service
in 2022 on orange.lu, in January 2023 we
introduced a video technical support service
for all Orange Fiber subscribers, a first in
Luxembourg. Thanks to an advanced video
platform which uses artificial intelligence, our
advisors can remotely assist our customers by
video and quickly solve potential anomalies.
This initiative aims to allow our customers to
fully enjoy Orange Fiber at all times.
In September, we strengthened our Fiber
ecosystem by deploying the Livebox and
its WiFi Booster repeater. Our goal is to
provide the best experience for customers
connected to Orange Fiber, by offering them
a sophisticated and sustainable multi-
gigabit gateway, adapted to the needs of
individuals and professionals, and thus assure
our customers of the full Orange Group
experience.
In addition to this new Box, we redesigned
our Fiber offers so as to now have a single
comprehensive and affordable offer that
meets all common needs at a competitive
price, thus simplifying the lives of users.
In terms of home fiber installation, we have
also optimised the customer experience by
significantly reducing the average installation
time to 5 days.
On the mobile side, throughout the year
we continued to develop our 5G network
throughout the country together with our
partner Nokia. Orange 5G will be available
over 90% of the territory by the end of 2024.
We also further simplified our mobile offer
portfolio so as to always meet the demands of
our customers and propose fair-priced offers.
Today, our “BeUnlimited” mobile plan offering
unlimited calls, text messages and data in
Luxembourg, Europe and the USA is the
“Value for money” plan on the Luxembourg
market.
To keep pace with new uses, in September we
launched a new channel for interacting with
our customers by integrating conversational
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applications, including WhatsApp. A unique
service in Luxembourg. This new channel
simplifies exchanges with our customers
and allows us to offer personalised service.
Customers can now contact us via WhatsApp
– just as they do with friends and relatives -
for an administrative issue, information on an
offer or a technical question.
We also strengthened our Orange Thank
You loyalty programme to offer even more
advantages to our customers and show our
appreciation for their loyalty. Throughout the
year, in addition to discounts on smartphones
and movie tickets every Wednesday, our
customers have been able to take advantage
of gifts and many surprises thanks to new
partners, including amusement parks,
concerts, tech gifts and so on.
“In 2023, we focused our efforts on
customer excellence and simplifying
our offers and services to better meet
the needs and expectations of our
customers.”
Corinne Loze, CEO Orange Luxembourg
How did Orange’s commitment to
social responsibility translate into
2023?
C.L.:
Throughout 2023, we strengthened our
commitment to digital inclusion and against
online violence.
After the launch of “Safe Zone” on
various video game platforms to combat
cyberbullying in November 2022, we enriched
our “Safe Zones” in Fortnite during the
first half of 2023. Luxembourgish Fortnite
players who are faced with cyberbullying or
online safety issues can now take refuge in
an Orange “Safe Zone” and find the official
Luxembourgish BEE SECURE helpline.
In June, we organised a special digital
awareness training course with players
aged 12 to 13 on the training grounds of our
partner, the Luxembourg Football Federation.
Fun workshops were held under the banner of
entertainment and linking football, awareness
of cyberbullying and good online behaviour.
Through our Orange Digital Center (ODC),
we launched “ODCs outside the walls”
in shopping centers to offer support for
digital life. For example, in December with
our partner Golden Me, we organised a
“smartphone coffee” dedicated to sharing tips
and advice on how to use your smartphone
and all its features.
Orange teams also made a strong
commitment to humanitarian and social
causes by participating in several races
across the country. By taking part
in these races, the members of the
#TeamOrangeRunning Luxembourg conveyed
the values of mutual aid, solidarity and
positive action, thus embodying Orange’s
spirit of social responsibility.
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Management
report
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.
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 2023, consisting
of pages 22 to 30, 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 20 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 31 to 49 is an integral
part of this Management Report.
1. Recent events
First Semester of 2023
Orange Belgium and Telenet
signed two commercial wholesale
agreements
On 30th January, Orange Belgium and Telenet
have signed two commercial fixed wholesale
agreements. 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 officially launches its
cybersecurity app
Orange Belgium announced the official
Belgian launch of Orange Phone, a free
anti-spam protection and call identification
application available on iOS and Android.
With cybercrime on the rise and phishing
attacks becoming more advanced, Orange
Belgium commits itself to making digital
empowerment accessible to all Belgians
via its new assistance app. Continuing to
support its customers with cybersecurity,
Orange Belgium also organised trainings
and workshops at the Orange Digital Center
and has hosted a webinar on March 7
th
and
9th 2023, in collaboration with cybersecurity
experts in Belgium.
11 innovative 5G pilot projects
have been selected by the Federal
Government
Orange Belgium has been selected by
the Federal Governmental Department
of Economy to conduct 11 Belgian pilot
projects supported by 5G which will run in
2023 and 2024. In doing so, Orange Belgium
responded to the FPS Economy project call
to encourage the creation of new initiatives on
5G. The objective is to accelerate the rollout
and the implementation of 5G use cases in
Belgium. The projects for subsidies have been
selected by a jury composed by amongst
others the Cabinet De Sutter, FOD Economy,
BIPT, BOSA and Belspo to accelerate 5G in
Belgium.
Orange Belgium collects over
115,000 old devices
After being the first operator in Belgium to
introduce the Eco Rating label for devices
and launching the Re program in 2022, the
telecom operator has reached the milestone
of 115,000 smartphones collected.
hey! renews its partnership with
Royale Union Saint-Gilloise
Since August 2022, Orange Belgium’s
b-brand hey! is a proud sponsor of football
club Royale Union Saint-Gilloise (USG). Both
partners are happy to announce that they
prolong this sponsorship until June 2024,
based on their strong recognition of shared
values. As part of the renewed collaboration,
the Orange Belgium Fund and the Union
Foundation will also work closely together
for the benefit of socially vulnerable children
and projects with a social and environmental
impact.
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Orange Belgium completes the
acquisition of a 75% stake minus 1
share in telco operator VOO SA
On 2
th
June, Orange Belgium announces
that it has completed its acquisition of a
controlling stake in telco operator, VOO SA.
The closing of this deal will give Orange
Belgium a 75% stake minus 1 share in VOO
SA, with the remaining 25% plus one share
retained by Nethys. This transaction values
VOO at an enterprise value of €1.8 billion
for 100% of the capital. Orange Belgium
has financed this transaction through an
intra-Group loan. The transaction includes a
liquidity mechanism, whereby Nethys has a
Put option and Orange Belgium a Call option
on Nethys’ shares in the VOO Holding.
Orange Belgium and i-mens
promote translation software and 5G
technology
Home care organization i-mens employs
about 600 colleagues who speak ‘super
different languages’. They do not speak a
common language with their customers
and colleagues. To address this challenge,
i-mens, in collaboration with Orange Belgium,
is exploring the use of translation software
and leveraging 5G technology to enable
secure and direct communication between
employees and customers in the field, and
planners and managers at central level.
Orange Belgium Tech Academy signs
new partnerships
Digital inclusion is a strategic pillar for Orange
Belgium, convinced that it has become a
crucial factor of social and financial inclusion.
With the launch of the Orange Digital Center
and the Orange Belgium Fund, Orange
Belgium installed a long-term commitment
to help overcome the digital divide in
Belgian society, offering financial support
and structural guidance through various
partnerships and initiatives. One year to date,
the telecom operator draws up a positive
balance and, spurred on by its ambition to
become the preferred tech & telco employer,
announces two new collaborations: a Chair at
the ULB and a Digital House for women with
Girleek.
Orange Belgium partners with
VANTIVA to deploy next-generation
multi-gigabit DOCSIS 3.1 HFC
gateway
In partnership with VANTIVA, formerly known
as Technicolor, Orange Belgium launches
the Livebox, its latest generation DOCSIS
3.1 HFC gateway and its Wi-Fi 6 extender
booster. The Livebox will also enable Orange
Belgium to launch a new ‘Boost Giga’ offering
at 1Gbps with 95% nationwide coverage
by mid-2024. Based on the new flagship of
VANTIVA’s DOCSIS portfolio and specially
customized for Orange Belgium, the Livebox
is the most advanced and sustainably built
hybrid fiber coaxial gateway for the consumer
and business market with an-end-to-end
Wi-Fi 6 solution.
Second semester of 2023
Since 25 July, Orange Belgium
welcomes a new mobile virtual
network operator: UNDO
UNDO is a new Belgian mobile virtual
network operator (MVNO) with the ambition
of reducing the human impact on the climate.
For their launch, UNDO called upon Effortel’s
Mobile Virtual Network Enabler technology. As
the name UNDO suggests, the objective is to
allow the user to “undo” his carbon footprint.
In August, hey! created even more
value for its customers by doubling
its mobile data
Hey! increased its already generous offer and
surprises its customers by doubling the data
volumes. Customers can now choose from
three subscription formulas: 2 GB (7 euros/
month and 5 euros/month for the ones under
26 years), 20 GB (15 euros/month and 10
euros for the ones under 26 years) or 80 GB
(25 euros/month and 20 euros for the ones
under 26 years). Thanks to the hey! boost,
these data volumes will increase to 4 GB,
40 GB and 160 GB after one year.
In September, Flemish Government
appointed Orange Belgium as trusted
partner for Mobile connectivity and
Internet of Things services for the
next 5 years, extendable to 7 years
The objective of the new public contract,
worth over 23 million euros, is to enable all
public administrations in the Flemish Region
to benefit from the Orange Belgium mobile
network and its catalogue of services at
competitive prices. The services include
a broad and modular offering of mobile
telephony, mobile data communications
for professional use and for “Machine to
Machine” (M2M) and “Internet of Things” (IoT)
to a variety of administrative entities.
End September, Orange Belgium
shook up fixed internet and launched
its new gigabit speed Fiber offers
To meet the ever-growing demand for faster
and reliable internet connectivity, we launched
a new comprehensive Fiber internet-range.
With 4 different options to choose from,
Orange Belgium caters to the specific
needs of every household and expands
gigabit internet speeds nationwide. With a
comprehensive range of internet packages
with varying speed options, starting from 150
Mbps to 400 Mbps and even up to
1 Gbps, this flexibility ensures that customers
can choose the plan that best suits their
requirements.
Hey! Launched a new competitive
home internet subscription
Two years after the successful launch, the
innovative and digital brand hey! adds a
fixed internet service next to its mobile offer.
This new service offers competitive pricing,
efficient digital servicing and evolutive
product propositioning. The launch comes
with a promotion offer: new customers will
pay 29 euros/month for the first three months
of subscription (no installation costs), existing
customers will pay 29 euros/month for the
first six months of subscription (no installation
costs). After the promotional period, the
standard price will be 39 euros/month,
ensuring that customers continue to receive
exceptional value.
Orange Belgium signed partnership
with cyan AG and SAM to launch a
360° mobile network security solution
Together with leading security and intelligence
provider SAM Seamless Network, a fixed
network protection has been added so
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that retail and small independent business
customers can benefit from one single
security solution.
Last October 2023, Orange Belgium
and EVS live broadcasted theatre
play through 5G
Orange Belgium and EVS inaugurated the
launch of the “Flex Production” 5G project
at La Grand Poste in Liège. Flex Production
makes it possible to dispense with the need
for mobile control rooms, thanks to the
creation of a remote audiovisual production
flow over 5G between the event location and
the centralized production center. To carry out
this ambitious pilot project, Orange Blegium
initiated a collaboration with the Théâtre de
Liège, broadcasting the play Andromaque live
to more than 10,000 students from Wallonie-
Bruxelles Enseignement.
Since November 2023, Orange
Belgium added VOOsport World and
Be tv to its TV offers
To strengthen this pillar of its “Lead the
Future” strategy, the operator is expanding
its TV content value propositions, offering
VOOsport World, including exclusivity for the
Premier League, and Be tv, including premium
cinema and series features.
Orange Belgium continues to pave
the way for 5G with 1200 sites
equipped with 5G end 2023
Orange Belgium aims to cover the entire
network by 2025 combining several
frequencies to ensure the best possible
experience at customers’ premises.
Working closely with industry partners, the
telecom operator is also supporting the
implementation of several government funded
5G-standalone technology use cases.
BKM will merge into Orange Belgium
In order to streamline the group corporate
footprint and branding, to accelerate ICT
business development and to improve
efficiency, the Boards of directors of Orange
Belgium and BKM, a wholly owned subsidiary
of Orange Belgium, have resolved to merge
BKM upstream into Orange Belgium. The
merge operation will be completed in 2024.
Nethys confirmed to Orange Belgium
its intention to convert its stake in
VOO into Orange Belgium shares
This transaction falls within the scope of the
procedure provided for in Article 7:97 of the
Companies and Associations Code, it will
be analysed by a committee of independent
Orange Belgium directors, with the support
of KBC appointed as independent expert.
After the KBC report submission to the Board
of Directors, the transaction will then have
to be approved by the General Assembly of
Orange Belgium. We expect that the General
Assembly of 2024 (2 May 2024) will validate
the transaction.
BIPT communication regarding FTTH
network deployment
In October 2023 the BIPT published a
communication addressing the cooperation
between competitors in the deployment of
FTTH networks. Referring to the preliminary
results of a study regarding the duplication
of FTTH networks, the BIPT acknowledges
that such duplication can have significant
economic consequences, in particular
regarding the profitability of such investments,
in particular in less densely populated
areas of Belgium.
The communication puts
forward a series of conditions to be met by
cooperating parties and clarifies that no (draft)
new broadband market analysis decision will
be put forward until mid-May 2024, allowing
parties to communicate any cooperation
agreements so that BIPT can consider these
in its market analysis.
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% consolidated
till 30 June 2023), A & S Partners S.A.
(100%), BKM N.V. (100%), CC@PS BV
(100% consolidated till 31 October 2023),
VOO Holding S.A. (100%), VOO S.A. (100%),
Applications Cable Multimedia (ACM) S.A.
(100%), BeTV S.A. (100%), Wallonie Bruxelles
Contact Center S.A (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
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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.
On 2 October 2023, A3COM S.A.
merged into Orange Belgium S.A. with legal
effect as of 1 July 2023.
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. BKM merged with
Orange Belgium S.A. on 1 March 2024, with
legal effect as of 1 January 2024.
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.
CC@PS BV has left the
consolidation scope with the sale of the
company on 31 October 2023.
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 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.
VOO Holding S.A.
is a holding company
set up on 22 May 2023, owned by Orange
Belgium (75% of shares-1) and Nethys (25%
of shares +1). The company is organized
and created under the laws of Belgium. The
purpose of VOO Holding is the acquisition
of participations or interests, by way of
subscription, merger,… in other commercial
or financial companies or real estate
companies, including in companies active in
the field of telecommunications.
VOO S.A.
is a telecommunication operator
organized and created under the laws of
Belgium, with the following purposes :
development and maintenance of optical
fiber network, provision of all services to
customers, design-creation and production of
any audiovisual goods or services. On 2 June
2023, Orange acquired VOO S.A and its 100%
subsidiaries.
WBCC S.A.
is VOO’s subsidiary, organized
and created under the laws of Belgium. Main
purposes : providing customers several
telephone services, as assistance or help ;
providing also marketing and telemarketing
services. On 2 June 2023, Orange acquired
VOO S.A. and its 100% subsidiaries.
BeTV S.A.
is VOO’s subsidiary organized
and created under the laws of Belgium,
with the following purposes : television
broadcast service intended for the public,
by ensuring the programming, production,
promotion, exploitation of these broadcasts.
The exploitation concerns both the direct or
indirect exploitation of the right to access the
service, the marketing, publication or other,
of the broadcast time, the exploitation of
all derived rights or even any production or
publishing operation. On 2 June 2023, Orange
acquired VOO S.A. and its 100% subsidiaries.
ACM S.A.
was organized and created
under the laws of Belgium, owned by
VOO and Brutélé. The purpose of ACM
is the management of infrastructure and
equipment relating to the interconnection
and interoperability of cable distribution
networks ; and the establishment and
management of technical equipment
necessary for interconnection. ACM no longer
exists : merged into VOO S.A. with legal effect
as of 1 January 2024.
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2.1 Consolidated statement of comprehensive income
In €m
Reported FY 2022
Comparable FY 2022
FY 2023
Reported change
Comparable change
Revenues
1 391.2
1 672.2
1 749.5
25.8%
4.6%
Retail service revenues
1 009.5
1 275.7
1 355.1
34.2%
6.2%
Equipment sales
147.7
159.4
176.5
19.5%
10.7%
Wholesale revenues
210.2
213.1
190.9
-9.2%
-10.4%
Other revenues
23.8
24.0
27.0
13.3%
12.1%
EBITDAaL
373.7
449.8
451.3
20.8%
0.3%
% of Revenues
26.9%
26.9%
25.8%
Net profit (loss) for the period
58.2
-10.8
Earnings (Loss)
per share (€)
0.97
-0.0
eCapex
1
-220.0
-292.2
-304.1
38.2%
4.1%
% of Revenues
15.8%
17.5%
17.4%
Adjusted Operating cash flow
2
153.7
157.7
147.2
-4.2%
-6.6%
Organic cash flow
-115.2
-182.1
Net financial debt
190.7
2 224.0
1. eCapex excluding licence fees. In 2022 Orange Belgium capitalized 253.6 millions
2. Adjusted Operating cash flow defined as EBITDAaL – eCapex excluding licence fees.
Revenues
Group revenues reached €1,749.5 million
in 2023, up by 25.8% in comparison to last
year. Retail service revenues amounted to
€1,355.1 million, up by 34.2%, supported
by convergent service revenues (+58.3%)
and fixed revenues (+187.3%). Additionally,
equipment sales, mobile service revenues and
other revenues increased, while wholesale
decreased.
Result of operating activities before
depreciation and other expenses
EBITDAaL increased by 20.8% to €451.3
million driven by higher retail service revenues
and supported by tough cost control despite
inflation impacts. The margin decreased 1.1pt
as it reached 25.8%.
Total operational expenses for the full year
increased by 6% to €1,292.6 million. The
following provides an overview of the different
expenses:
• Direct costs grew by 3.1% to €639.5 million
• Labour costs grew by 5.3% to €215.6
million already importantly by higher salary
indexation in 2023.
• Indirect costs grew by 10.9% to
€437.5million mainly driven by the effect of
the inflation.
In €m
Reported FY 2022
Comparable FY 2022
FY 2023
Reported change
Comparable change
Direct costs
-574.0
620.5
639.5
11.4%
3.1%
Labour costs
-157.0
-204.7
-215.6
37.3%
5.3%
Indirect costs including RouA
-283.7
-394.5
-437.5
54.2%
10.9%
of which RouA
-53.7
-53.7
-59.5
-1 014.8
-1 219.7
-1 292.6
24.7%
6.0%
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Depreciation and other expenses
Depreciation and amortization increased from
€246.5 million in 2022 to €333.3 million in
2023.
Impairment of goodwill
Goodwill is tested for impairment each year.
Our testing in 2023 did not reveal any need to
impair goodwill.
EBIT
EBIT decreased from €95.7 million in 2022 to
€78.8 million in 2023.
Financial result
Net financial expenses increased from €14.1
million in 2022 to €81.0 million in 2023. The
increase is mainly due to the financing of the
VOO acquisition through an intragroup loan.
Taxes
Full-year tax expense decreased from €23.5
million in 2022 to €8.6 million in 2023 due to
the decrease of taxable profit.
Net profit and earnings per share
The full-year net loss for year 2023 was €10.8
million. Earnings per share was null in 2023,
compared to a profit per share of €0.97 for the
previous restated year.
2.2 Consolidated statement of financial position
Assets
Goodwill
has increased during 2023 with
the goodwill paid for the VOO acquisition
(before PPA allocation €888 million).
The fair
value adjustment on the intangible assets
related to the acquired customer relationships
(€115 million), the brand name (€16 million)
combined with a decrease of capitalized
expenses (-€11 million).
The allocation to
the tangible fixed assets amounts to €152
million and relates essentially to the network.
Together with the deferred tax impact of the
above-mentioned adjustments (€68 million),
goodwill was reduced by €204 million.
No impairment losses were recorded in 2023.
The carrying year-end value is €751.2 million.
Intangible assets
mainly relate to mobile
licenses and spectrum fees. The net carrying
value at year-end was €907.2 million
compared to €784.6 million at the previous
year-end. The increase comes mainly from the
PPA allocation of VOO.
Property, plant and equipment
mainly
comprises network facilities and equipment.
The net book value at year-end was €1,787.5
million compared with €644.6 million at 2021
year- end.
The VOO acquisition causes the
increase versus 2022.
Rights-of-use assets
relate to the application
of IFRS 16, decreased from €260.3 million to
€200.8 million as of 31 December 2023.
Inventories
increased by €25.9 million
to €51.4 million, mainly due to the VOO
acquisition.
Trade receivables
increased from €166.4
million at the end of 2022 to €217.9 million as
of 31 December 2023 mainly due to the VOO
acquisition.
Other current assets and prepaid expenses
increased by €27.8 million to €39.2 million in
2023, driven mainly by the VOO acquisition.
Other assets related to contracts with
customers
totaled €100.7 million, an increase
of €29.1 million compared to 2022. This
variation is due to the acquisition of VOO in
combination with the evolution of the number
of subsidized contracts and the increased in
value of the subsidized offers.
Cash and cash equivalents
increased by
€11.8 million to €47.7 million at the end of
2023. More details on cash flows can be
found in the cash flow statement.
Total equity and liabilities
Total equity
decreased by €24.5 million
to €664.5 million. The change in retained
earnings (€24.5 million) results mainly from the
net loss for the period (€10.8 million) and the
variation of OCI.
Non-current liabilities
increased from €557.1
million at the end of 2022 to €2,393.5 million
at the end of 2023. The main drivers are: the
intragroup financing of the VOO acquisition
€1,843.7 million, the VOO other non-current
liabilities €35.0 million the increase in the
deferred taxes €57.1 million mainly as a result
of VOO, the non-current derivative liabilities
€9.4 million, partially offset by a decrease in
IFRS 16 lease obligations €62.4 million.
Current liabilities
increased to €1,067.6
million at the end of 2023 from €845.5 million
at the end of 2022. This increase is mainly
the lower fixed assets payable €179.2 million
(spectrum payable in 2022), higher trade
payable and other current liabilities mainly
due to the VOO acquisition €59.4 million and
€11 million respectively, the put option of
Nethys on the remaining 25% and 1 share of
VOO (€279.0 million), higher current employee
benefits mainly due to VOO €21.5 million
and increased VAT and tax liabilities partially
related to VOO (€47.7 million).
Dividends
The Board of Directors will not propose a
dividend or dividend authorization for the
financial year 2023 at the Annual General
Meeting considering the balance sheet impact
of the acquisition of VOO.
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2.3 Liquidity and capital resources
Cash flows
Orange Belgium uses Adjusted Operating
cash flow and Organic cash flow as the
main performance metrics for analyzing
cash generation. The table below shows the
reconciliation to EBITDAaL.
Operating cash flow
is defined as
EBITDAaL less eCapex (excluding license
fees). Operating cash flow decreased by
-€6.5 million mainly due to an increase in
investments of €84.1 million, partially offset by
a higher EBITDAaL (+€77.6 million compared
to 2022).
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 €-115.2 million
to €-182.1 million, mainly explained by the
interest paid in relation to the financing of the
VOO acquisition in 2023.
Organic cash flow from telecom activities
corresponds to the organic cash flow adjusted
for the spectrum license acquisition. In 2023
this KPI amounted to €19.3 million compared
to €105.3 million for the year ended
31 December 2022.
in €m
FY 2022
FY 2023
EBITDAaL
373.7
451.3
eCapex
1
-220.0
-304.1
Adjusted Operating
cash flow
2
153.7
147.2
Net profit (loss) before the period
58.2
-10.8
Adjustments to reconcile net profit (loss)
to cash generated from operations
392.5
497.6
Changes in working capital requirements
-25.3
-12.9
Other net cash out
-35.8
-96.7
Net cash provided by operating activities
389.5
377.3
eCapex and license fees
-473.6
-304.1
Increase (decrease) in fixed assets payables
20.5
-198.8
Repayment of lease liabilities
-51.6
-56.5
Organic cash flow
-115.2
-182.1
Elimination of telecommunication licenses paid
220.5
201.4
Organic cash flow from telecom activities
105.3
19.3
1. eCapex excluding license fees. In 2022 Orange Belgium capitalized 556.9 million.
2. Adjusted Operating cash flow defined as EBITDAaL – eCapex excluding license fees.
Net debt
Net debt at year-end was €2,224.0 million,
compared to €190.7 million at the end of
2022. The increase is due to: intragroup
financing of the VOO acquisition €1,723.6
million, Orange S.A. revolving credit facility
€120.0 million and credit lines from banks,
the put option of Nethys on its minority share
€279.0 million and external financing of VOO
€138.8 million. Intercompany short-term
borrowing decreased to €10.4 million.
€m, period ended
31.12.2022
31.12.2023
Cash & cash equivalents
Cash
-35.9
-47.7
Cash equivalents
0.0
0.0
Total cash & cash equivalents
-35.9
-47.7
Financial liabilities
Intercompany short-term borrowing
104.7
10.4
Third parties short-term borrowing
1.1
57.7
Put option Nethys SA
279.0
Third parties long-term borrowing
81.0
Intercompany long-term borrowing
120.8
1 843.7
Total borrowings
226.6
2 271.8
Net debt (Financial liabilities minus cash and cash equivalents)
190.7
2 224.0
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3. Orange Belgium S.A.’s
statutory accounts 2023
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).
Versus 31 December 2022, the main
fluctuations can be described as follows:
Financial fixed assets – participations
increased significantly versus year-end 2022
due to the participation into VOO Holding
S.A., the holding vehicle created to host the
split in ownership of the VOO Group between
Orange Belgium S.A. and the minority
shareholder, Nethys S.A. (836.9 million euros),
partially set-off by the reversal of the A3COM
S.A. participation following the merger
effective as at 1 July 2023 (6.3 million euros).
Financial fixed assets – receivable
increased with 594.6 million euros versus
year-end 2022 due to the combined effect of
two new credit facility agreements granted to
VOO Holding S.A. of respectively 540 million
euros and 60 million euros, compensated
by the 5.4 million euros reimbursement
of an intercompany loan of Orange
Communications Luxembourg S.A..
Other long-term loans
increased during
2023 due to the financing of the VOO
acquisition through an intra-group loan with
Atlas Service Belgium S.A. (1,731.6 million
euros).
Short-term other loans
decreased with
100.1 million euros versus 31 December 2022
mainly as the result of the reimbursement of
a intra-group loan of Orange S.A. (97.8 million
euros).
Other short-term debts
decreased by 192.5
million euros compared to year-end 2022 due
amounts payable for the Spectrum licenses
in 2022 (194.0 million euros), paid over the
course of 2023.
Financial income
increased by 28.1 million
euros during 2023.
It consists for the most
part of the merger result in the amount of 28.1
million related to the Upsize N.V. merger with
Orange Belgium S.A.
Financial charges
increased by 34.4 million
euros over the course of 2023 following
increased financing from Atlas Service
Belgium S.A. for the VOO acquisition.
4. Events after the
reporting period
BKM-Orange merges into
Orange Belgium
March 1
st
BKM-Orange merges into Orange
Belgium to answer the growing demand
of B2B customers for a single connectivity
and ICT provider. As of today, BKM-Orange
will continue under the flag of Orange
Belgium. The merger strengthens Orange’s
customer experience excellence ambition,
a fundamental pillar of its ‘Lead the Future’
strategy, by putting ICT needs at the heart of
business customer propositions.
5. Outlook
The Company targets an EBITDAaL between
€515m and €535m. Total eCapex in 2024 is
expected to be between €365m and €385m.
6. Legal disputes
The following section summarizes Orange
Belgium’s legal disputes.
Telecom masts
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 the tax assessment notices received
concerning these taxes. These taxes are
currently being contested in Civil Courts
(Courts of First Instance - Tax Chamber and
Courts of Appeal).
At beginning of 2021 the mobile operators
concluded an agreement with the Walloon
government for the period 2021-2022. Orange
Belgium committed to pay an amount of 1.78
million euros over 2 years and to invest an
incremental amount of 3.6 million euros 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 had 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 was determined at
the end of January 2023, considering all local
2021 and 2022 taxes levied and/or known by
that date.
According to this analysis, the amount of
local taxes exceeded the amount due to the
Walloon Region on 15 February 2023 and
could be deducted. Consequently, there was
no contribution to be paid to the Walloon
Region by 15 February 2023.
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. Following the hearing on the
procedural aspects of 18 September 2023,
the Court decided to schedule the hearing on
the substance on 30 September 2024 and 7
October 2024.
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
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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, postponed to the hearing
of 19 June 2023.
As the bankruptcy receiver
did not appear at this hearing, the president
(again) postponed the case to the hearing
of 26 September 2023.
At this hearing, the
case was set for pleadings at the hearing of
5 December 2023.
The pleadings did take
place on 5 December 2023.
We are currently
still awaiting the judgment.
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.
Telenet only started charging this amount
as of 2018, 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 euro 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 has taken
place on 13 March 2024.
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 2023, 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.
The loss recorded in the 2023 exercise by
Orange Belgium Group is mainly due to the
financial costs and non-recurring expenses
linked to the VOO acquisition. This will be
compensated over the following exercises by
the numerous initiatives aimed at increasing
the top line and realizing the synergies
between both companies
8. Other disclosures
require in accordance
with art. 3:6 and 3:32
of the Belgian Code
of Companies and
Associations
Art 3:6 §1.1
– To anticipate, prevent and
address mayor risks, Orange Belgium has put
in place a structure, procedures and systems
with the aim of implementing measures and
if necessary dedicated action plans. The goal
is to provide reasonable assurance in front
of the Audit Committee about the company’s
resilience and its ability to meet its objectives
and fulfill its commitments.
Therefore, the corporate risk map has been
updated in 2023 taking into account the
external context (geopolitical situation in
Eastern Europe, macro-economic factors
such as energy prices and inflation, legal
and regulatory market conditions), as well
as internal factors (acquisition of VOO, major
business interruptions, health and safety of
our people, among others). For an exhaustive
list of our risk clusters, please refer to Risk
Management section in the Corporate
Governance chapter of this Annual Report..
Art 3:6 §1.3
We can expect some market
evolutions during the course of 2024 and
beyond that may influence the competitive
landscape. The evolutions expected are the
new mobile entrant, and a new telecom player
in the south of the country.
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 developed a patent and benefits from
fiscal deductions due to its R&D activities.
Art 3:6 §1.5
– info on branches not applicable
as we have subsidiaries and no branches.
Art 3:6 §1.7
– Treasury shares: absence of
Treasury shares.
Art 3:6 §1.7
– Use of financial instruments:
reference should be made to note 9 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.
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Corporate Governance
Statement
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). 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 19 July 2023 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 three following
deviations, as detailed in Appendix VI of the
Charter:
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.
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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.
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.
Appointment of independent
members of the Board
Article 3.5. of CGC stipulates that in order to
be appointed as an independent member of
the Board, a director must satisfy a number
of criteria, of which:
a)
not have served for a total term of more
than twelve years as a non-executive
member (article 3.5.2);
b) not maintain, nor have maintained in the
past year before their appointment, a
significant business relationship with the
company or a related company or person,
either directly or as partner, shareholder,
board member, member of the senior
management of a company or person who
maintains such a relationship (article 3.5.6).
At the General Meeting of 3 May 2023, the
Board nevertheless considered that it was
in the best interests of the Company and its
stakeholders to deviate from these provisions
for the following reasons:
a)
the candidacy of an independent director
has been presented for renewal for a term
that resulted in the twelve-year term being
exceeded for one year. The Board has
considered that this extension was justified
by the need to ensure continuity among the
independent directors during a complex
integration period. The independent
director’s mandate was renewed by the
shareholders, with full knowledge of the
facts and in full transparency.
b)
the candidacy of an independent director
has been presented for appointment even
though this candidate was a director of
Orange S.A. during the previous year. The
Board has considered that his experience,
his sector expertise and the independence
of mind that he has demonstrated in the
exercise of his mandates would make
a useful contribution to the work of the
Board. The independent director was
appointed by the shareholders, with
full knowledge of the facts and in full
transparency.
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
organization. This approach aims 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
formalized 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 and coverage.
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
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breach of integrity and confidentiality of data
and information
corruption and international economic
sanctions ethical breach
frauds
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
Management of key or rare skills
Major business interruption
Non-compliance with laws or regulations
Key partnership underperformance
Governance and subsidiaries management
Regulatory and legal pressure
In the context of mergers and acquisitions, a
specific focus on risk and opportunities linked
to VOO was presented on a regular basis in
2023 to the Audit Committee as well as to the
Board of Directors.
Internal control environment and
control activities
To address and manage 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.
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 formalized. As part
of the Orange Group, this internal control
environment ensures conformity with the
American Sarbanes-Oxley Act and Sapin II
law 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.
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3. Shareholders
The following table shows Orange Belgium’s
shareholder structure as at 31 December
2023, 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 31.12.2023 (based on Transparency Declarations)
Shareholders’ structure based on declarations
date
declaration
# voting
rights notified
% owned
****
ASB
*
26/05/2021
46,191,064
76.94%
TFG Asset Management UK LLP
**
17/02/2023
6,255,151
10.43%
Free float
12.63%
Total
100.00%
*
The position notified includes 69,657 treasury shares held by Orange Belgium (which have been cancelled on 23 July 2021)
** TFG Asset Management owns 1,692,630 shares and 4,562,521 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 organization chart below illustrates
Orange Belgium’s corporate structure as at
31 December 2023.
Orange
(France)
Atlas Services
Belgium
(Belgium)
Orange
Belgium
(Belgium)
Orange
Communications
Luxembourg
(Luxembourg)
Smart Services
Network
(Belgium)
IRISnet
(Belgium)
Walcom
Business
Solutions
(Belgium)
VOO
(Belgium)
Wallonie
Bruxelles
Contact Center
(Belgium)
BeTV
(Belgium)
Belgian
Mobile ID
(Belgium)
BKM
(Belgium)
A&S Partners
(Belgium)
CommuniThings
(Belgium)
MWingz
(Belgium)
VOO Holding
(Belgium)
100%
100%
100%
50.1%
49.9%
100%
6.59%
50%
100%
100%
100%
28.16%
14.90%
100%
74.99%
76.94%
100%
Applications
Cable
Multimedia
(Belgium)
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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.
Control mechanism in employee
stock plan when control right not
directly exercises by employees
Not applicable.
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.
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.
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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 2023, the Board of
Directors consisted of 12 members:
11 of the 12 members of the Board of
Directors are non- executive directors;
among the non-executive directors 4
directors are independent;
4 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 organization; and
(ii)
“industry specific competencies”, namely
in the field of operations, technology,
distribution, etc.
During 2023, the following changes occurred
within the Board of Directors:
The mandates of the following directors
were renewed for a term of four years by the
Ordinary General Meeting of Shareholders
of 3 May 2023: Mr Matthieu Bouchery, Mrs
Clarisse Heriard Dubreuil, Mrs Mari-Noëlle
Jégo-Laveissière, K2A Management and
Investment Services BVBA represented
by Mr Wilfried Verstraete, Leadership
and Management Advisory Services SRL
represented by Mr Grégoire Dallemagne , Mr
Christian Luginbühl, Mr Xavier Pichon, The
House of Value – Advisory & Solutions BV
represented by Mr Johan Deschuyffeleer and
Mr Jean-Marc Vignolles.
The mandate of Société de Conseil en
Gestion et Stratégie d’entreprises SPRL
represented by Mrs Nadine Rozencweig-
Lemaitre expired at the Ordinary General
Meeting of Shareholders of 3 May 2023 and
was not renewed.
Mrs Caroline Guillaumin, Mrs Inne Mertens
and Mr Bernard Ramanantsoa were
appointed by the Ordinary General Meeting
of Shareholders of 3 May 2023 for a term of
four years.
Name
Function
Main function
Born
Nationality
End of mandate
The House of Value – Advisory & Solutions
(5)
Director/Chairman
Director of companies
n/a
Belgian
AGM 2027
X. Pichon
(1)(2)
Executive director
CEO-Orange Belgium
1967
French
AGM 2027
K2A Management and Investment Services
(3)(6)
Independent director
Director of companies
n/a
Belgian
AGM 2027
C. Heriard Dubreuil
(1)
Director
Head of Finance & Strategy Europe – Orange S.A.
1973
French
AGM 2027
Ch. Luginbühl
(1)
Director
Senior VP Governance & Large Projects – Orange
S.A.
1967
Swiss
AGM 2027
J-M. Vignolles
(1)
Director
COO Europe – Orange S.A.
1953
French
AGM 2027
M.-N. Jégo-Laveissière
(1)
Director
Deputy CEO Europe – Orange S.A.
1968
French
AGM 2027
M. Bouchery
(1)
Director
Head of Group Finance and Treasury – Orange S.A.
1978
French
AGM 2027
Leadership and Management Advisory
Services (LMAS)
(3)(4)
Independent Director
Director of companies
n/a
Belgian
AGM 2027
C. Guillaumin
(1)
Director
Executive VP of Communication for the Group –
Orange S.A.
1965
French
AGM 2027
I. Mertens
(3)
Independent Director
Director of companies
1974
Belgian
AGM 2027
B. Ramanantsoa
(3)
Independent Director
Director of companies
1948
French
AGM 2027
(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 Leadership and Management Advisory
Services (LMAS) is represented by Mr Grégoire Dallemagne.
(5) The company The House of Value – Advisory & Solutions is
represented by Mr Johan Deschuyffeleer.
(6) The company K2A Management and Investment Services is
represented by Mr Wilfried Verstraete.
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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 8 times in 2023.
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 (EC clearance and
closing)
the integration of VOO
the contribution by Nethys of its VOO
Holding stake in the Company, launching
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 appointment of the new statutory auditor
the composition of the Board (renewals, new
mandates, appointment Chairman and Vice-
Chairman)
the mergers of A3Com and BKM
Orange S.A. SOX certification, ESG reporting
There were no transactions or contractual
relationships in 2023 between the company
and its Board members giving rise to conflicts
of interests in the sense of Article 7:96 of the
Code of Companies and Associations.
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
R
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-chairwoman
P
R
P
NA
NA
NA
NA
NA
P
X. Pichon
Director
P
P
P
P
P
P
P
P
J.-M. Vignolles
Director
P
P
P
P
P
P
P
P
Leadership and Management Advisory Services
(G. Dallemagne)
Independent director
P
P
P
P
P
P
P
P
P
C. Heriard Dubreuil
Director
P
P
P
P
P
P
P
P
n/a
M.-N. Jégo-Laveissière
Director
P
P
R
R
P
P
P
P
P
G. Dallemagne
Director
P
P
P
R
P
P
P
P
P
C. Luginbühl
Director/Vice-chairman
P
P
P
P
P
P
P
P
R
C. Guillaumin
Director
NA
NA
NA
P
R
P
R
P
P
I. Mertens
Independent Director
NA
NA
NA
P
P
P
P
P
P
B. Ramanantsoa
Independent Director
NA
NA
NA
P
P
P
P
P
P
P: Present (in person or by call) R: validly represented E: excused
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J. Deschuyffeleer
B. Ramanantsoa
X. Pichon
W. Verstraete
N. Lemaitre-Rozencweig
C. Heriard Dubreuil
C. Guillaumin
MN. Jégo-Laveissière
G. Dallemagne
I. Mertens
JM. Vignolles
C. Luginbühl
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statements
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) its size,
composition, performance and interaction
with the Executive Management. The last
assessment has been realized in 2021.
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
makes 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 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 2023, the Audit
Committee is comprised of three directors:
Mr. Bernard Ramanantsoa, 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 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 program 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 financial reporting process
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 2023.
Members of the Audit and Risk
Management Committee
Function
8.02
19.04
18.07
17.10
13.12
B. Ramanantsoa
Independent Director/
Chairman
NA
NA
P
P
P
SOGESTRA
(N. Lemaitre-Rozencweig)
Independent Director/
Chairwoman
P
P
NA
NA
NA
Leadership and Management
Advisory Services (G. Dallemagne)
Independent Director
P
E
P
P
P
C. Heriard Dubreuil
Director
P
P
P
P
P
P: Present (in person or by call), E: Excused
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In 2023, the main subjects discussed by the
Audit Committee were:
annual evaluation 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,
corruption risk map and compliance action
plan)
annual review and report on “Fraud &
Revenue Assurance”
monitoring ACR (Audit, Internal Control
and Risk) recommendations, update ACR
Charter, ACR team recruitment
GDPR and data security
annual report on ethics, compliance and
litigation, data privacy status
closing of VOO acquisition
Orange S.A. SOX certification
upcoming ESG reporting
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 2023, the Remuneration
and Nomination Committee is comprised
of five directors: The House of Value –
Advisory Solutions (represented by Mr.
Johan Deschuyffeleer), Mrs. Inne Mertens,
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, which has the necessary
competencies in respect of remuneration
policy,
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.
Members of the Remuneration and Nomination Committee
Function
8.02
20.02
26.05
17.07
24.08
13.12
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
NA
NA
NA
NA
Leadership and Management Advisory Services (G. Dallemagne)
Independent director
P
P
P
P
P
P
C. Luginbühl
Director
P
P
P
P
P
P
I. Mertens
Independent director
NA
NA
P
P
P
P
P: Present (in person or by call), E: Excused
In 2023, the main subjects discussed by the
Remuneration and Nomination Committee
were:
drafting and analysis of the remuneration
report
endorsement of the performance bonus
(short and long term)
annualization of the bonus
appointment Chief Technology Officer Fixed
Network
appointment Chief People Officer
composition of the Board of Directors and
advice on the nomination of the independent
directors
HR stream VOO integration
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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 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 10 below of this corporate
governance statement for further detail.
This committee met 3 times in 2023.
Members of the Committee of
Independent directors
Function
11.12
15.12
20.12
K2A Management and Investment Services
(W. Verstraete)
Independent director
P
P
P
Leadership and Management Advisory Services
(G. Dallemagne)
Independent director
P
P
P
I. Mertens
Independent director
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 2023, the Executive
Management is comprised of 11 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 2023
Function
Xavier Pichon
Chief Executive Officer
Antoine Chouc
Chief Financial Officer
Werner De Laet
Chief Enterprise &
Innovation Officer
Paul Marie Dessart
Secretary General
Javier Diaz Sagredo
Chief IT Officer
Christophe Dujardin
Chief Consumer Officer
Stefan Slavnicu
Chief Technology Officer
Mobile Network
Bart Staelens
Chief Transformation &
Customer Experience
Officer
Isabelle Vanden Eede
Chief Brand, Communica-
tion & ESG Officer
Jelle Jacquet
Chief People Officer
Philippe Toussaint
Chief Technology Officer
Fixed Network
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Xavier Pichon
Werner De Laet
Paul Marie Dessart
Bart Staelens
Philippe Toussaint
Stefan Slavnicu
Antoine Chouc
Isabelle Vanden Eede
J. Jacquet
Christophe Dujardin
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7. 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 (Diversity, Equity and Inclusion),
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 2023 we focused on further
embedding DEI in our strategic ambitions.
DEI is now part of our lead the future strategic
pillar ‘care for people’. Orange Belgium is
now the preferred tech & telco employer in
Belgium by- proposing an attractive Lead
the Future industrial project and HR policy,
developing tech talents through internal
learning programs and external partnerships
such as the Tech Academy(and more to come
soon) and valuing diversity & inclusion highly
and putting those values at the heart of our
company
In January 2023 we launched the thriving
team activities which are entirely focused
on fostering team member, team and
organizational wellbeing through inhouse
individual and team coaching. The Teaming
Squad initiative at Orange Belgium aims
to address distinctive challenges faced by
different teams, responding to post-COVID
collaboration dynamics, improving well-
being, and nurturing a sense of belonging
within the organization. To effectively tackle
team-specific challenges, we’ve adopted an
approach that involves internalizing coaching
and promoting team development as a
pathway to self-improvement, fostering a
holistic and diverse work environment.
This approach was awarded by a learning &
development award on 16 March 2023.
On 8 March 2023, we partnered with
WomIntech, a student association; forming
a community of women engineers/Techs
& students from ULB who aim to promote
gender diversity in engineering studies and
to raise awareness around its importance in
STEM fields and more specifically in schools
and at university. On 26 April 2023 we invited
them for a 1day internship for the Girls in ICT
Day. We also participated in 2 speed-dating
job events organized by them.
On 19 June 2023 we signed a partnership
with Ecole Polytechnique de Bruxelles to
launch the Orange Tech Academy aiming
to equip engineering students with top-
tier telecom knowledge. By investing in
specialized education and with together
our Orange labs, we are preparing students
tomorrow’s Telecom challenges. This
partnership gives Orange TMs upskilling
opportunities at the ULB and some of our
experts will act as guest lecturers during the
year.
During summer 2023 we launched our first
edition of the “Orange Summer School”
under the ‘Tech Academy by Orange’
umbrella, welcoming Tech students/trainees
for a personalized learning experience within
Orange Belgium recruiting them for a student
job or internship during the month of July. The
students (with an engineering background)
were recruited through the regular job student
recruitment process for a student job or as
trainee in Orange Belgium’s Network or IT
department. They had the double benefit
of earning a regular student job wage and
having, the opportunity of discovering telco
professional life first-hand.
On 11 October 2023, we had the privilege
of presenting the EPB Orange Award. This
prestigious prize is awarded to the student
with the highest average grade on the
Electrical Engineering master’s program at
the Brussels Faculty of Engineering (BruFace),
a joint faculty of the VUB and ULB. While
naturally honoring the winner, the Orange
Award also serves to highlight Orange’s
commitment to supporting education in
telecommunications. The first Orange Prize
was awarded to a female student.
In November 2023 we successfully passed
our Gender Equality European & International
Standard (GEEIS) follow-up audit, maintaining
our global level for both Gender and Inclusion
but improving our scores on different topics
thanks to the initiatives such as the Tech
Academy, WomInTech sponsoring and our
Thriving team approach.
During the year we continued to publish
engaging and diverse ‘inside’ stories on our
on our Proud to be Orange website in order to
promote our employer brand.
And of course we continued to offer different
types of benefits to support TM wellbeing:
20 km of Brussels, Bike to work challenge,
Biking challenge, Ekiden, summer party,
EOY radio and celebrations, all aimed at
fostering engagement 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.
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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
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8. Remuneration Report
Introduction
This remuneration report concerns the 2023
financial year. Remuneration relating to
the 2023 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 2
May 2024, and to be found on the Orange
Belgium website.
As far as needed, the remuneration policy is
incorporated into this remuneration report.
Orange Belgium (including Belgian affiliates)
has recorded a 26.9% increase in revenues
from €1,333.19 m in 2022 to €1,691.3m
while EBITDAaL has grown with 21.9%
(from €357.6m to €436m).
This substantial
increase is to be explained by a strong
commercial performance and the acquisition
of a controlling stake in VOO S.A.. On the
other hand, the Organic Cash Flow from
Telecom activities of Orange Belgium
(including Belgian affiliates) has decreased
with 86% from €102.5m in 2022 to €14.03m
.
Taking into
consideration both Belgian and
Luxembourg scope, we observe an increase
of 25.8% in revenues from €1,391.2m in 2022
to €1,749.5m and a positive evolution of
EBITDAaL up 20.8% from €373.7m in 2022
to €451.34m. The Organic Cash Flow from
Telecom activities decreased from €105.3. m
to €19.3m, down with 81.7%.
One of the major events in 2023 has been
the acquisition of a 75% stake less 1 share
in telco operator VOO S.A., thereby allowing
Orange Belgium to position himself as a
full convergent network operator. You will
find a comprehensive overview of Orange
Belgium major achievements in 2023 in the
management report chapter.
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 other members
of the
Executive Management are disclosed globally
(table 2).
Independent directors receive a basic fee for
their mandate at the board of directors and
specific fees for their participation on other
committees (both are included in table below).
The remuneration policy of non-executive
directors is established in line with market
standards taking into consideration the scale,
organisation and complexity of the Company.
Their remuneration is set at a level to enable
the Company to attract, motivate and retain
individuals with the profile and necessary
experience for the role. 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 article 7.6 of 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.
Name of director, position
Financial
year
1. Fixed remuneration
2. Variable
remuneration
3. Extra-
ordinary
items
4. Pension
expense
5. Total
Remune
-
ration
6. Proportion
of fixed and
variable re
-
muneration
Base
salary
Fees
Fringe
benefits
One-year
variable
Multi-year
variable
The House of Value -
Advisory & Solutions
(1)
2023
89,400
2022
89,400
SOGESTRA
(N. Lemaître-Rozencweig)
(2)
2023
47,600
2022
68,400
Leadership and Management Advisory
Services (G. Dallemagne)
(3)
2023
67,200
2022
50,400
Inne Mertens
(4)
2023
52,800
2022
n.a.
Bernard Ramanantsoa
(5)
2023
45,200
2022
n.a.
K2A Mangement and Investment
Services (W. Verstraete)
(6)
2023
57,600
2022
50,400
TOTAL
2023
359,800
2022
258,600
(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 and member of the Remuneration and Nomination Committee
(3) as member of the Audit Committee and member of the Remuneration and Nomination Committee
(4) as member of the Remuneration and Nomination Committee
(5) as President of the Audit Committee
(6) as member of the Remuneration and Nomination Committee
45
Key
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Chairman’s
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interview
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Highlights
2023
Lead
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Management
report
Corporate
Governance
Statement
Financial
statements
Name of director, position
Financial
year
1. Fixed remuneration
2. Variable
remuneration
3. Extra-
ordinary
items
4. Pension
expense
5. Total
Remune
-
ration
6. Proportion
of fixed and
variable re
-
muneration
Base
salary
Fees
Fringe
benefits
One-year
variable
Multi-year
variable
CEO
2023
409,903
93,790
343,625
112,590
100,000
(3)
90,561
1,175,449
Fix:53%
Variable: 47%
2022
364,909
94,132
378,043
157,342
74,620
1,069,046
Fix:50%
Variable: 50%
Executive Committeee (excl. CEO)
2023
2,283,674
151,845
1,007,812
528,736
26,354
(2)
426,229
4,424,650
Fix: 65%
Variable: 35%
2022
1,829,330
129,772
959,735
516,155
105,911
(1)
349,377
3,890,280
Fix: 59%
Variable: 41%
(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.
(2) the reported amount includes one-off incentive bonuses (stated net of the FIP multiplier) granted to the General Secretary (second tranche of a 3 year retention bonus) in accordance with the remuneration
policy and an exceptional one-off payment to the Chief Financial Officer for his personal commitment to a critical strategic project
(3) The reported amount includes a one-off incentive bonus stated net of the Flex Income Plan multiplier for the CEO’s personal commitment to a critical strategic project.
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 which is designed
to motivate the executive team to reach
company objectives on a yearly basis
and on a long-term basis. The variable
part represents a substantial part of the
executive remuneration (around 41% of
total remuneration). Both the short-term
and the long-term variable remunerations
are linked to specific performance metrics
and strategic goals that drive the executive
team to focus on sustainable growth and
profitability. The yearly and long-term targets
are validated by the remuneration committee
as well as the results.
- 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 2023, 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)
C-Sat cocktail, a KPI grouping Indicators
of the customer satisfaction throughout
the customer journey on a number of key
products and services in our major market
segments.
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.
46
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Corporate
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Statement
Financial
statements
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) 126%
Collective target: Organic Cash Flow
18%
a) S2/2022: overachieved
S1/2023: overachieved
b) 128.9%
Collective target: EBITDA(aL)
18%
a) S2/2022: overachieved
S1/2023: overachieved
b) 109,95%
Collective target: C-Sat cocktail
12%
a) S2/2022: below target
S1/2023: overachieved
b) 100,75%
Collective target: e-NPS
12%
a) S2/2022: overachieved
S1/2023: overachieved
b) 109,55%
Executive Committeee
Individual target:
Progress against business priorities aligned with the business strategy as well
as management attitude and quality of Leadership.
40%
a) overachieved
b) 114%
Collective target: Organic Cash Flow
18%
a) S2/2022: overachieved
S1/2023: overachieved
b) 128.9%
Collective target: EBITDA(aL)
18%
a) S2/2022: overachieved
S1/2023: overachieved
b) 109,95%
Collective target: C-Sat cocktail
12%
a) S2/2022: below target
S1/2023: overachieved
b) 100,75%
Collective target: e-NPS
12%
a) S2/2022: overachieved
S1/2023: overachieved
b) 109,55%
47
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Financial
statements
2) The long-term variable remuneration
The long-term variable consists of recurring
long-term Incentive Plans (2021-2023, 2022-
2024 and 2023-2025) 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.
In 2023, the Growth in Mobile Convergence
has been replaced by a ESG target that is
composed of two elements weighing 50%
each:
The number of women in management
positions
The energy efficiency
The 2021-2023, 2022-2024 and 2023-2025
awards are anticipated to vest and become
payable in respectively March 2024, March
2025 and March 2026 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 above (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 2023, the General Meeting of Shareholders
approved the award of a profit-sharing
scheme resulting in an amount of €318.55
gross per employee (including members of
the Executive Management), paid in June
2023.
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 2023, the Board of Directors of Orange
S.A. decided to implement a share award
for the 3 year period 2023-2025 approved
pursuant to the provisions of the twenty
seventh resolution of the General Meeting of
Shareholders of 23 May 2023.
The aim of the Orange S.A. Long Term
Incentive Plan is to develop corporate
loyalty amongst employees who occupy
senior positions in the Group and to align
the interests of beneficiaries, the Group and
shareholders.
As part of the implementation of the “Lead
the future” strategic plan, the Board of
Directors of Orange S.A. decided on 25
July 2023 to award rights over Orange S.A
shares to eligible executive members of the
company and certain other key employees
according to the terms and conditions of the
2023-2025 award. Shares will only vest at
the end of the vesting period for the award
on or after 31 March 2026, 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.
No severance indemnity was paid during
2023.
4. Use of the right to reclaim
No circumstances justified any reclaim in
2023.
5. Derogations and deviations from
the remuneration policy
In 2023, the Chief Financial Officer benefited
from an exceptional one-off payment for his
personal commitment to a critical strategic
project and the Chief Executive Officer
benefited from a one-off incentive bonus
stated net of the Flex Income Plan multiplier
for his personal commitment to a critical
strategic project. The incentive amounts are
included in the figures in table 2.
48
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Financial
statements
6. Comparative information - evolution of remuneration and performance
20.02
26.05
17.07
24.08
13.12
Directors/Executive Remuneration
CEO total remuneration (in €)
740 319
926 007
810 523
1 069 046
1 175 449
Executive committee (excluding CEO) total remuneration (in €)
3 574 649
3 238 080
4 003 050
3 890 280
4 431 239
Orange Belgium Group performance
Net Profit (in m€)
33.3
54
39.7
58.2
-10.8
Total Revenues (in m€)
1 340.80
1 314.87
1 363.50
1 391.2
1749.5
EBITDAal (in m€)
300.1
323.5
353.0
373.7
451.34
Organic Cash Flow (Social View) (in m€) from Telecom activities
112.2
122.4
126.6
105.3
19.3
Organic Cash Flow (Social View) (in m€)
112.2
122.4
104.8
-115.2
-182.1
Brand NPS (*)
117.5% vs target
97.6% vs target
121.3% vs target
113.6% vs target
100.9% vs target
eNPS (*)
110% vs target
137.5% vs target
113.2% vs target
112.5% vs target
115% vs target
Average remuneration on a full-time basis of employees
Average remuneration per employee (in €)
68 627
69 157
71 304
73 357
79 805
* for Brand NPS (meanwhile C-Sat Cocktail) and eNPS, the table shows the achievement vs target at the end of the 1st semester of the relevant year to be consistent with payment dates of the performance
bonus. The performance bonus paid in 2023 relates to semester 2 of 2022 and semester 1 of 2023.
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
(benefit in kind), car allowance, benefit in kind
for mobile phone and consumption vouchers
if applicable. 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 28.36.
7. Information on shareholder vote
The previous remuneration report was
approved by 99.11% of the votes cast at
the General Meeting of Shareholders on
Wednesday 3 May 2023. In view of the broad
support of the General Meeting, there were
few (if any) reservations (on the previous
remuneration report) to be taken into account
in the preparation of this year’s remuneration
report. Orange Belgium’s Remuneration
and Nomination Committee and the Board
of Directors as a whole will nevertheless
continue to listen to the views of shareholders
to ensure that Orange Belgium’s approach
to remuneration remains aligned with the
interests of all stakeholders and evolves in line
with market expectations.
9. 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.
10. Application of article 7:97
of the Code of Companies
and Associations during the
2023 financial year
The procedure foreseen in article 7:97 of
the Code of Companies and Associations
has been launched during the 2023 financial
year and is anticipated to be finalised and
formalised during 2024, in the framework of
the proposal of contribution in kind by Nethys
of its VOO Holding shares (representing
25% of the share capital + 1share) in the
Company (as provided for in the shareholders’
agreement relating to VOO Holding entered
into between the Company, Atlas Services
Belgium and Nethys on 2 June 2023).
11. Information concerning
the tasks entrusted to the
auditors
The audit of Orange Belgium’s consolidated
and statutory financial statements is entrusted
to Deloitte Bedrijfsrevisoren BV / Réviseurs
d’Entreprises SRL.
During 2023, the statutory auditor and linked
companies provided services for which the
fees were as follows:
Audit services €[960,800], of which 652,750
for the parent company.
Audit-related services €[13,625] (none
of which were rendered to the parent
company).
Non-audit services €92,043 in relation to
tax advisory services to subsidiaries of the
group.
49
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Statement
Financial
statements
50
Consolidated
financial statements
2023
Consolidated financial statements
p.51
Consolidated statement of comprehensive income
p. 51
Consolidated statement of financial position
p.52
Consolidated cash flow statement
p.53
Consolidated statement of changes in equity
p.54
Notes to the consolidated financial statements
p.55
Note 1: Segment information
p.55
Note 2: Description of business and basis of preparation
p.59
Note 3: Sales, trade receivables, other current and non-current
assets
p.67
Note 4: Expenses, payables, prepaid and inventory
p.69
Note 5: Goodwill
p.74
Note 6: Other intangible assets and property, plant and equipment
p.77
Note 7: Taxes and levies
p.81
Note 8: Interests in associates
p.83
Note 9: Financial assets, liabilities and financial result
p.84
Note 10: Shareholders’ equity
p.90
Note 11: Commitments and contingencies
p.91
Note 12: (Non)-current provisions
p.92
Note 13: Related parties
p.93
Note 14: Liabilities related to contracts with customers and other
assets related to contracts with customers
p.95
Note 15: Lease agreements
Note 16: Significant changes to the consolidation scope
p.96
Note 17: Significant accounting policies
p.97
Note 18: Subsequent events
p.109
Note 19: Glossary
p.110
Orange Belgium S.A. annual accounts 2023
p.112
In this document, unless otherwise indicated, the terms “the company” and “Orange” refer to Orange Belgium company together with
its consolidated subsidiaries.
51
1.
Consolidated financial statements
1.1
Consolidated statement of comprehensive income
in thousand EUR
Ref.
31.12.2023
31.12.2022
3
Retail service revenues
1 355 136
1 009 493
3
Convergent service revenues
455 979
288 030
3
Mobile only services revenues
622 309
596 861
3
Fixed only service revenues
233 137
81 136
3
IT & Integration Service
43 711
43 466
3
Equipment sales
176 510
147 745
3
Wholesale revenues
190 875
210 178
3
Other revenues
26 959
23 798
3
Revenues
1 749 480
1 391 214
4
Purchase of material
-213 942
-185 867
4
Other direct costs
-427 727
-381 269
4
Impairment loss on trade and other receivables, including contract assets
2 164
-6 910
4
Direct costs
-639 505
-574 046
4
Labour costs
-215 587
-157 022
4
Commercial expenses
-50 495
-28 521
4
Other IT & Network expenses
-174 080
-103 872
4
Property expenses
-18 434
-11 055
4
General expenses
-110 267
-62 782
4
Other indirect income
45 675
33 177
4
Other indirect costs
-70 390
-56 948
4/15
Depreciation of right-of-use of leased assets
-59 495
-53 712
4
Indirect costs
-437 484
-283 713
4
Other restructuring costs (*)
-43 803
-11 032
6
Depreciation and amortization of other intangible assets and property, plant and equipment
-333 285
-246 549
5
Impairment of goodwill
0
-22 433
6
Impairment of fixed assets
-1 420
-1 066
8
Share of profits (losses) of associates
406
390
Operating Profit (EBIT)
78 802
95 745
9
Financial result
-80 966
-14 132
9
Financial costs
-80 966
-14 132
9
Financial income
0
0
Profit (loss) before taxation (PBT)
-2 163
81 613
7
Tax expense
-8 622
-23 454
Net profit (loss) for the period
-10 785
58 159
Profit (loss) attributable to owners of the parent
44
58 159
Profit (loss) attributable to non-controlling interests
-10 829
0
Consolidated Statement of Comprehensive Income
Net profit (loss) for the period
-10 785
58 159
Other comprehensive income (cash flow hedging net of tax)
-15 754
6 595
Total comprehensive income for the period
-26 539
64 754
Comprehensive income for the period attributable to owners of the parent company
-15 390
64 754
Comprehensive income for the period attributable to non-controlling interests
-11 149
0
Basic earnings per share (in EUR)
0,00
0,97
Weighted average number of ordinary shares (excl. treasury shares)
59 944 757
59 944 757
Diluted earnings per share (in EUR)
0,00
0,97
Diluted weighted average number of ordinary shares (excl. treasury shares)
59 944 757
59 944 757
* Restructuring costs consists of contract termination costs, redundancy charges and acquisition & integration costs.
52
1.2
Consolidated statement of financial position
in thousand EUR
Ref.
31.12.2023
31.12.2022
ASSETS
5
Goodwill
751 179
67 041
6
Other intangible assets
907 208
784 626
6
Property, plant and equipment
1 787 469
644 600
15
Rights-of-use of leased assets
200 811
260 331
8
Interests in associates and joint ventures
6 556
6 151
9
Non-current financial assets
1 371
1 370
3
Non-current derivatives assets
0
9 926
3
Other non-current assets
1 217
720
7
Deferred tax assets
6 801
1 604
Total non-current assets
3 662 612
1 776 369
4
Inventories
51 424
25 493
3
Trade receivables
217 937
166 445
14
Other Assets related to contracts with customers
100 653
71 514
Current financial assets
3
0
9
Current derivatives assets
511
463
3
Other current assets
14 961
8 447
Operating taxes and levies receivables
674
3 720
7
Current tax assets
4 667
277
4
Prepaid expenses
24 257
2 927
9
Cash and cash equivalents
47 717
35 896
Total current assets
462 803
315 181
Total Assets
4 125 414
2 091 549
EQUITY AND LIABILITIES
10
Share capital
131 721
131 721
Legal reserve
13 172
13 172
Retained earnings (excl. legal reserve)
519 583
544 089
Equity attributable to the owners of the parent
664 476
688 982
Total equity
664 476
688 982
9
Non-current financial liabilities
1 924 737
120 794
15
Non-current lease liabilities
155 164
217 517
9
Non-current derivatives liabilities
9 375
0
6
Non-current fixed assets payable
144 814
150 348
Non-current employee benefits
3 170
28
6/12
Non-current provisions for dismantling
54 486
58 103
Other non-current liabilities
36 168
1 899
7
Deferred tax liabilities
65 524
8 413
Total non-current liabilities
2 393 438
557 102
6
Current fixed assets payable
77 360
256 520
4/9
Trade payables
283 236
223 860
9
Current financial liabilities
347 013
105 797
15
Current lease liabilities
49 605
44 553
9
Current derivatives liabilities
511
463
4
Current employee benefits
58 497
37 041
6
Current provisions for dismantling
7 465
6 787
4
Current restructuring provisions
3 381
2 105
4
Other current liabilities
18 076
7 096
7
Operating taxes and levies payables
133 588
85 843
7
Current tax payables
20 858
13 322
14
Liabilities related to contracts with customers
67 571
61 085
Deferred income
339
995
Total current liabilities
1 067 500
845 465
Total Equity and Liabilities
4 125 414
2 091 549
53
1.3
Consolidated cash flow statement
in thousand EUR
Ref.
31.12.2023
31.12.2022
Operating Activities
Consolidated net profit
-10 785
58 159
Adjustments to reconcile net profit (loss) to cash generated from operations
4
Operating taxes and levies
26 868
27 301
6
Depreciation and amortization of other intangible assets and property, plant and equipment
333 285
246 549
4/15
Depreciation of right-of-use assets
59 495
53 712
5
Impairment of goodwill
0
22 433
6
Impairment of non-current assets
1 420
1 066
Gains (losses) on disposal
-996
-1 085
Changes in other provisions
-9 744
-1 850
8
Share of profits (losses) of associates and joint ventures
-406
-390
7
Income tax expense
8 622
23 454
9
Finance costs, net
80 966
14 132
Operational net foreign exchange and derivatives
145
175
Share-based compensation
149
98
3
Impairment loss on trade and other receivables, including contract assets
-2 164
6 910
Changes in working capital requirements
4
Decrease (increase) in inventories, gross
-2 648
-2 195
Decrease (increase) in trade receivables, gross
38 833
14 778
4
Increase (decrease) in trade payables
-39 604
-35 088
14
Change in other assets related to contracts with customers
-15 161
-9 953
14
Change in liabilities related to contracts with customers
3 249
5 063
Changes in other assets and liabilities
2 415
2 054
Other net cash out
Operating taxes and levies paid
-6 744
-11 503
Interest paid and interest rates effects on derivatives, net
-78 192
-5 106
7
Income tax paid
-11 724
-19 211
Net cash provided by operating activities
377 279
389 503
Investing Activities
Purchases of property, plant and equipment and intangible assets
6
Purchases of property, plant and equipment and intangible assets
-304 094
-776 917
Increase (decrease) in fixed assets payables
-198 773
323 852
5
Cash paid for investments securities and acquired businesses, net of cash acquired
-1 373 413
0
Proceeds from sale of investment securities and businesses, net of cash sold
1 504
0
Decrease (increase) in securities and other financial assets
-36
429
Net cash used in investing activities
-1 874 811
-452 636
Financing Activities
Issuance of long-term debt
2 231 592
480 052
9
Long-term debt redemptions and repayments
-494 681
-481 514
15
Repayment of lease liabilities
-56 520
-51 645
9
Increase (decrease) of bank overdrafts and short-term borrowings
-170 636
98 402
Purchase of treasury shares
0
0
10
Dividends paid to owners of the parent company
-403
-1
Net cash from financing activities
1 509 353
45 295
Net change in cash and cash equivalents
11 821
-17 839
9
Cash and cash equivalents -opening balance
35 896
53 735
o/w cash
35 896
23 957
o/w cash equivalents
0
29 778
Cash change in cash and cash equivalents
11 821
-17 839
9
Cash and cash equivalents -closing balance
47 717
35 896
o/w cash
47 680
35 896
o/w cash equivalents
37
0
54
1.4
Consolidated statement of changes in equity
in thousand EUR
Ref.
Share
capital
Legal
reserve
Retained
earnings
Total
equity
Balance at 31 December 2022
131 721
13 172
544 089
688 982
Net profit for the period
0
0
-10 785
-10 785
Other comprehensive income
0
0
-15 754
-15 754
Total comprehensive income for the period
0
0
-26 539
-26 539
Other
0
0
1 884
1 884
Employee - Share-based compensation
0
0
149
149
Balance as at 31 December 2023
131 721
13 172
519 583
664 476
in thousand EUR
Ref.
Share
capital
Legal
reserve
Retained
earnings
Total
equity
Balance at 31 December 2021
131 721
13 172
479 263
624 156
Net profit for the period
0
0
58 159
58 159
Other comprehensive income
0
0
6 595
6 595
Total comprehensive income for the period
0
0
64 754
64 754
Other
0
0
-26
-26
Employee - Share-based compensation
0
0
98
98
Balance as at 31 December 2022
131 721
13 172
544 089
688 982
55
2. Notes to the consolidated financial
statements
Note 1: Segment Information
Consolidated statement of comprehensive income for the year ended 31 December 2023
in thousand EUR
Orange
Interco
Belgium
31.12.2023
Belgium
Luxembourg
elimination
Group
Retail service revenues
1 307 665
47 471
1 355 136
Convergent service revenues
455 979
0
455 979
Mobile only service revenues
583 426
38 883
622 309
Fixed only service revenues
224 846
8 291
233 137
IT & Integration service revenues
43 414
297
43 711
Equipment sales
161 886
14 624
176 510
Wholesale revenues
181 360
14 688
-
5 173
190 875
Other revenues
40 359
0
-13 400
26 959
Total revenues
1 691 270
76 783
-18 573
1 749 480
Direct costs
-624 060
-34 018
18 573
-639 505
Labour costs
-207 083
-8 504
-215 587
Indirect costs, of which
-418 577
-18 907
-437 484
Operational taxes and fees
-25 025
-1 843
-26 868
Depreciation of right-of-use of leased assets
-55 305
-4 190
-59 495
Restructuring, integration & acquisition costs
-43 792
-11
-43 803
Depreciation, amortization of other intangible assets and property, plant and equipment
-323 254
-10 031
-333 285
Impairment of goodwill
Impairment of fixed assets
-1 420
-1 420
Share of profits (losses) of associates
406
406
Operating Profit (EBIT)
73 490
5 312
78 802
Net financial income (expense)
-80 467
-499
-80 966
Profit (loss) before taxation (PBT)
-6 976
4 813
-2 163
Tax expense
-7 059
-1 563
-8 622
Net profit (loss) of the period
-14 035
3 250
-10 785
Reconciliation from EBITDAaL to net profit (loss) for the period for the year ended 31 December 2023
in thousand EUR
Orange
Interco
Belgium
31.12.2023
Belgium
Luxembourg
elimination
Group
EBITDAaL
435 987
15 354
451 341
Share of profits (losses) of associates
406
406
Impairment of goodwill
0
0
Impairment of fixed assets
-1 420
-1 420
Depreciation, amortization of other intangible assets and property, plant and equipment
-323 254
-10 031
-333 285
Restructuring, integration & acquisition costs
-43 792
-11
-43 803
Finance lease costs
5 564
5 564
Operating profit (EBIT)
73 490
5 312
78 802
Financial result
-80 467
-499
-80 966
Profit (loss) before taxation (PBT)
-6 976
4 813
-2 163
Tax expense
-7 059
-1 563
-8 622
Net profit (loss) for the period
-14 035
3 250
-10 785
56
Consolidated statement of comprehensive income for the year ended 31 December 2022
in thousand EUR
Orange
Interco
Belgium
31.12.2022
Belgium
Luxembourg
elimination
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 service revenues
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
1
-283 713
Operational taxes and fees
-26 452
-849
-27 301
Depreciation of right-of-use of leased 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) for 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
Orange
Interco
Belgium
31.12.2022
Belgium
Luxembourg
elimination
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
57
Consolidated statement of financial position for the year ended 31 December 2023
in thousand EUR
Interco
Orange
31.12.2023
Belgium
Luxembourg
elimination
Belgium Group
Goodwill
700 315
50 864
751 179
Other intangible assets
879 222
27 986
907 208
Property, plant and equipment
1 772 219
15 250
1 787 469
Rights-of-use of leased assets
193 170
7 641
200 811
Interests in associates and joint ventures
6 556
6 556
Non-current assets included in the calculation of the net financial debt
1 371
1 371
Other non-current assets
476
225
701
Other
7 659
359
8 018
Total non-current assets
3 560 512
102 100
3 662 612
Inventories
50 091
1 333
51 424
Trade receivables
193 080
26 561
-1 704
217 937
Prepaid expenses
23 688
569
24 257
Current assets included in the calculation of the net financial debt
35 929
12 299
48 228
Other
126 956
1 979
-7 977
120 958
Total current assets
429 743
42 741
-9 681
462 803
Total assets
3 990 255
144 841
-9 681
4 125 414
Total equity
664 476
664 476
Non-current employee benefits
3 170
3 170
Non-current fixed assets payable
135 769
9 045
144 814
Non-current liabilities included in the calculation of the net financial debt
2 082 935
6 341
2 089 276
Other
151 342
4 836
156 178
Total non-current liabilities
2 373 216
20 222
2 393 438
Current fixed assets payable
71 173
6 187
77 360
Trade payables
264 193
20 747
-1 704
283 236
Current employee benefits
57 098
1 399
58 497
Deferred income
339
339
Current lease liabilities
48 306
1 299
49 605
Current liabilities included in the calculation of the net financial debt
395 839
8 147
-6 857
397 129
Others
247 977
4 082
-1 120
250 939
Total current liabilities
1 036 619
40 562
-9 681
1 067 500
Total equities and liabilities
3 409 835
60 784
654 795
4 125 414
58
Consolidated statement of financial position for the year ended 31 December 2022
in thousand EUR
Interco
Orange
31.12.2022
Belgium
Luxembourg
elimination
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 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 derivatives 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 liabilities included in the calculation of the net financial debt
141 088
9 260
150 348
Non-current financial liabilities
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
-6 966
105 797
Current liabilities included in the calculation of the net financial debt
42 423
2 130
44 553
Current derivatives, liability
463
0
463
Other
169 084
7 154
176 238
Total current liabilities
808 682
45 590
-8 806
845 466
Total equity and liabilities
1 342 671
68 703
680 176
2 091 551
59
Note 2: Description of business and basis of preparation of the
consolidated financial statements
1.
Description of business
Orange Belgium S.A
. is a public limited company (the company’s ultimate majority shareholder is Orange S.A.) and 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. On 2 October 2023, A3COM
S.A. merged into Orange Belgium S.A. with legal effect as of 1 July 2023.
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.
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. BKM merged with Orange Belgium S.A. on 1 March 2024, with legal effect as of 1 January 2024.
CC@PS B.V
. provides document and visual solutions to low SME customers via a team of 13 professionals, mainly in West Flanders.
CC@PS BV has left the consolidation scope with the sale of the company on 31 October 2023.
60
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 sharehoslders. 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.
VOO Holding S.A.
is a holding company set up on 22 May 2023, owned by Orange Belgium S.A. (75% minus 1 share) and Nethys
S.A. (25% plus 1 share). The company is organized and created under the laws of Belgium. The purpose of VOO Holding is the
acquisition of participations or interests, by way of subscription, merger, … in other commercial or financial companies or real estate
companies, including in companies active in the field of telecommunications. The minority shareholder Nethys holds a put option on
its shares and has communicated its intention to convert its stake into shares of Orange Belgium S.A. An independent expert is
currently evaluating the conversion ratio. This transaction is planned to be approved by the General Assembly Meeting on 2 May 2024.
VOO S.A.
is a telecommunication operator organized and created under the laws of Belgium, with the following purposes:
development and maintenance of optical fiber network, provision of all services to customers, design-creation and production of any
audiovisual goods or services. On 2 June 2023, VOO Holding S.A. acquired VOO S.A and its 100% subsidiaries.
WBCC S.A.
is VOO’s subsidiary, organized and created under the laws of Belgium. Main purposes: providing customers several
telephone services, as assistance or help; providing also marketing and telemarketing services. The company was acquired by the
Orange Group on 2 June 2023 through the VOO acquisition.
BeTV S.A.
is VOO’s subsidiary organized and created under the laws of Belgium, with the following purposes: television broadcast
service intended for the public, by ensuring the programming, production, promotion, exploitation of these broadcasts. The
exploitation concerns both the direct or indirect exploitation of the right to access the service, the marketing, publication or other, of
the broadcast time, the exploitation of all derived rights or even any production or publishing operation. The company was acquired
by the Orange Belgium Group on 2 June 2023 through the VOO acquisition.
ACM S.A.
was organized and created under the laws of Belgium, owned by VOO and Brutélé. The purpose of ACM was the
management of infrastructure and equipment relating to the interconnection and interoperability of cable distribution networks, and
the establishment and management of technical equipment necessary for interconnection. The Company joined the Orange Belgium
Group through the VOO acquisition as of 2 June 2023. As of 1 January 2024, ACM S.A. merged with VOO S.A. and seizes to exist
legally.
61
2.
Scope of consolidation
The parent company and the subsidiaries listed below are included in the scope of consolidation as at 31.12.2023:
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. (till 30 June 2023)
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
62
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. (till 31 October 2023)
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
VOO Holding S.A. (as of 22 May 2023)
75% of the shares minus 1 share held by Orange Belgium S.A. (full consolidation)
Rue Louvrex 95
B – 4000 Liège
Belgium
Company identification number: BE 0801 965 613
VOO S.A. (as of 2 June 2023)
100% of the shares held by VOO Holding S.A.
Rue Louvrex 95
B – 4000 Liège
Belgium
Company identification number: BE 0696 668 549
BeTV S.A. (as of 2 June 2023)
100% of the shares held by VOO S.A.
Avenue du Bourget 3
B - 1140 Brussels
Belgium
Company identification number: BE 0435 115 967
Applications Cable Multimedia (A.C.M.) S.A. (as of 2 June 2023)
100% of the shares held by VOO S.A.
Rue Louvrex 95
B – 4000 Liège
Belgium
Company identification number: BE 0460 608 557
WALLONIE BRUXELLES CONTACT CENTER (as of 2 June 2023)
100% of the shares held by VOO S.A.
Rue Louvrex 95
B – 4000 Liège
Belgium
Company identification number: BE 0807 319 518
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 20 March 2024, the Board of Directors of Orange Belgium S.A. reviewed the 2023 consolidated financial statements and authorized
them for issue.
3.
Basis of preparation
The consolidated financial statements are presented in thousands of 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.
63
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 2023 financial year are based on:
-
all the standards and interpretations endorsed by the European Union compulsory as of 1 January 2023;
-
the recognition and measurement alternatives allowed by the IFRS:
Standard
Alternative used
IAS 1
Accretion expense on operating liabilities
Classification as financial expenses
(employee benefits, environmental liabilities)
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
IFRS 3
Non-controlling interests
At the acquisition date, measurement either at fair value or
according to the portion of the identifiable net assets of the
acquired entity
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 16 “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 2022.
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.
64
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 2023
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:
-
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies
-
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
-
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
-
Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules (effective immediately but not yet
endorsed in the EU – disclosures are required for annual periods beginning on or after 1 January 2023)
-
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information
These amendments did not have any impact on the Consolidated Financial Statements of Orange Belgium Group on 31 December
2023.
65
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 Belgium'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 Belgium and thus affect its financial position and
outlook.
-
At the level of Orange S.A., climate change risks are therefore more systematically integrated into its activities. This can be
seen in the assessment of these risks on the value of some of its assets through their depreciation schedule or as an event
that could lead to the identification of an impairment loss indicator or on the future prospects of obtaining financing.
Consideration of climate risks is also reflected in Orange Belgium’s commitment to be Net Zero Carbon by 2040. This
commitment has led to changes in certain investment choices related to its activity.
-
Numerous projects have been initiated within the Group in order to understand the impacts of climate change on its operations.
The implementation of actions to limit these 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, the
impact of which is still difficult to assess reliably. Climate resilience and adaptation are fast-growing topics and will require the
Group to better assess the risks to which it is exposed. At December 31, 2023, the Group has not identified any reliably
estimated material impact on its financial statements at the stage of completion of the projects in progress.
Standards, amendments to standards and interpretations with mandatory application after 31 December 2023 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.
-
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.
-
Amendments to IAS 7 and IFRS 7: Supplier finance
These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on an
entity’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’
concerns that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis. The
effective date of this amendment is 1 January 2024.
-
Amendments to IAS 21: Lack of Exchangeability
An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not
exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there
is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a
market or exchange mechanism that creates enforceable rights and obligations. The effective date of this amendment is
1 January 2025 (early adoption is available).
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.
66
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
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the
directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
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.
Early renewals are renewals before the end of the contract (contract duration mainly 24 months). Orange Belgium's strategy is no
longer to encourage or give the possibility to customers to renew their contract without penalty before the end of the contractual
period which is mainly 24 months. The enforceable deadline was set at 24 months. Consequently, if a customer terminates or
renews their contract before the 24 months, except for rare exceptions, they will receive an invoice for prematurely ending the
contract.
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.
67
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 the VOO Group 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 for Orange Communications Luxembourg S.A. and 10 years (due to the level of committed investments in the first years for the
network upgrade, we extended the business plan to 10years) for VOO Group 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 5.
Note 3: Sales, trade receivables, other current and non-current assets
in
thousand
EUR
31.12.2023
31.12.2022
Belgium
1 691 270
1 333 189
Retail service revenues
1 307 665
963 378
Convergent service revenues
455 979
288 030
Mobile only service revenues
583 426
558 314
Fixed only service revenues
224 846
73 568
IT & Integration service revenues
43 414
43 466
Equipment sales
161 886
134 742
Wholesale revenues
181 360
199 313
Other revenues
40 359
35 756
Luxembourg
76 783
75 958
Retail service revenues
47 471
46 115
Convergent service revenues
0
0
Mobile only service revenues
38 883
38 547
Fixed only service revenues
8 291
7 568
IT & Integration service revenues
297
0
Equipment sales
14 624
13 003
Wholesale revenues
14 688
16 778
Other revenues
0
62
Inter-segment eliminations
-18 573
-17 933
Total
1 749 480
1 391 214
Orange Belgium’s total consolidated turnover amounted to 1,749.5 million euros in 2023, compared to 1,391.2 million euros in 2022,
an increase of 25.8% year-on-year.
The total retail service revenues (i.e. mobile-only services, fixed-only services, convergent services and IT & Integration services)
increased 34.2% year-on-year: from 1,009.5 million euros in 2022 to 1,355.1 million euros in 2023. This is the result of a solid
commercial performance over the year supported by a convergent strategy, the success of the “Special Edition” promotion and device
deals, reaching 3.3m subscribers (+4% yoy) in combination of the additional revenue due to the VOO acquisition with a contribution
of +273.9 million euros. This increase has mainly been driven by higher convergent service revenues (10.8%) and higher fixed only
service revenues (7.7%) 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 (-4.7 million euros), the effect of the regulation on ‘voice’ and a decrease
in SMS volume (-11.2 million euros).
68
Equipment sales increased 20.1% year-on-year and the increase in other revenues can be explained by higher handset sales through
agents.
Trade receivables
in
thousand
EUR
31.12.2023
31.12.2022
Trade receivables - Gross value
365 708
199 651
Allowance for doubtful debtors
-147 771
-33 206
Total trade receivables
217 937
166 445
Ageing Balance
in
thousand
EUR
31.12.2023
31.12.2022
Not past due
174 657
143 392
Less than 180 days
33 968
6 349
Between 180 days and 360 days
7 856
6 346
More than 360 days
1 456
10 358
Total trade receivables
217 937
166 445
in thousand EUR
31.12.2023
31.12.2022
Net trade receivables, depreciated according to their age
43 239
23 053
Net trade receivables, depreciated according to other criteria
0
0
Net trade receivables past due
43 239
23 053
Net trade receivables not past due
174 698
143 392
Net trade receivables
217 937
166 445
o/w short-term trade receivables
217 937
166 441
o/w long-term trade receivables
0
3
Change in Provision for Trade receivables
in thousand EUR
31.12.2023
31.12.2022
Allowances on trade receivables - Opening balance
-33 206
-34 139
Net addition with impact on income statement
2 164
-6 910
Losses on trade receivables
7 242
7 843
Change in scope of consolidation
-123 971
0
Allowances on trade receivables - Closing balance
-147 771
-33 206
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 in Orange Belgium S.A. / 50.6% at VOO S.A.). Trade receivables which are not paid via direct debits bear mainly a payment term
of 10 days after invoice receipt for consumers and 30 days for companies.
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 3.6 million customers.
Total Trade receivables amounted to 217.9 million euros at the end of 2023, compared with 166.4 million euros at the end of 2022.
The increase in trade receivables – gross value can essentially be explained by the VOO acquisition.
Allowance for doubtful debtors – closing balance at year end 2023 – increased to 147.8 million euros from 33.2 million euros. This
increase is entirely driven by the bad debt of VOO (114.9 million euros).
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 a gain of 2.2 million euros in 2023 (compared to a loss of 6.9 million euros in 2022).
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 1.4 million euros as at 31 December 2023).
69
Other assets
in thousand EUR
31.12.2023
31.12.2022
A
d
v
anc
e
s
and
downpayments
5 602
2 694
S
ecu
r
ity
dep
os
its
pa
i
d
1 217
720
O
ther
9 359
5 753
Total other assets
16 178
9 167
o/w other non-current assets
1 217
720
o/w other current assets
14 961
8 447
Other assets contains essentially receivable for recharged costs & other amounts receivable. The increase is related to the VOO
acquisition.
Note 4: Expenses, payables, prepaid and inventory
Direct costs
in thousand EUR
31.12.2023
31.12.2022
Purchase of material
-213 942
-185 867
Other direct costs
-427 727
-381 269
Impairment gain (loss) on trade and other receivables, including contract assets
2 164
-6 910
Total direct costs
-639 505
-574 046
The direct costs in 2023 increased by 11.4% year-on-year explained by the VOO acquisition.
Purchase of material
The costs related to the purchase of material increased by 15.1% year-on-year and amount to 213.9 million euros in 2023 mainly
explained by the VOO acquisition and by higher equipment unit costs (high end handsets).
Other direct costs
The other direct costs mainly consisting of interconnection costs, commissions, content and connectivity costs increased by 12.19%
year-on-year explained by the VOO acquisition.
Interconnection costs
Interconnect expense decreased by 2.5million euros to 186.8 million euros mainly explained by VOO acquisition impacting for 18.5m.
Roaming cost increased by 9.5 million euros mainly due to more data traffic done by our travelling customer. SMS interconnect costs
decreased by 23 million euros due to less traffic. Voice interconnect costs decreased by 5.8 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 increased by 2.0 million euros in 2023 to 29.8 million euros, mainly due to VOO acquisition.
70
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 80.6 million euros in 2023 compared to 33.4 million euros in 2022, resulting from the
customer base increase and following the VOO acquisition.
Connectivity
Connectivity costs decreased by 0.9 million euros in 2023 to 115.2 million euros. This is the result of VOO acquisition fully offset by
the increase in wholesale access fees related to the convergent Love offer and the continuous growth of our customer base.
Others
Other direct costs decreased by 8.4 million euros in 2023 to 14.1m million euros, mainly explained by bad debts amount decreased
by 9.4 million euros to 4.4 million euros in 2023 explained by positive wholesales settlement following VOO acquisition.
Prepaid expenses
in thousand EUR
31.12.2023
31.12.2022
Prepaid supplies and services
23 897
2 927
Prepaid spectrum fees
360
0
Total Prepaid expenses
24 257
2 927
The prepaid supplies and services increased by 21.3 million euros compared to 2022, mainly related to the prepaid expenses of VOO
(20.6 million euros). For the most part - 18.1 million euros – this balance represents prepaid broadcasting.
Inventories
in thousand EUR
31.12.2023
31.12.2022
Gross inventories
56 745
27 870
Depreciation
-5 321
-2 377
Total Inventories
51 424
25 493
Inventories - Cost recognized as an expense during the period
-210 801
-183 961
The increase in Gross inventories is mainly explained by inventory of the acquired entities VOO (23.6 million euros) and BeTV (5.0
million euros) as at 31 December 2023. The inventory of VOO consists essentially of network material and handsets.
The reserve for obsolete and slow-moving items (5.3 million euros) increased due to the addition of the VOO S.A. allowance (3.0 million
euros as at 31 December 2023).
Trade payables and other current liabilities
in thousand EUR
31.12.2023
31.12.2022
Trade payables
283 236
223 860
Salaries and termination pay
3 477
2 825
Performance and profit sharing bonus, pensions
18 786
9 569
Social security contributions
6 098
5 876
Holiday pay
29 858
18 527
Other
279
244
Current employee benefits
58 497
37 041
Current restructuring provisions
3 381
2 105
Other current liabilities
18 076
7 096
Current tax payables
20 858
13 322
Deferred income
339
996
Trade payables
are non-interest bearing and are generally settled on 30 to 60-day terms. The trade payables increased by 59.3 million
euros compared to 2022, mainly related to the trade payable of VOO (74.7 million euros) and BeTV (8.6 million euros), partially set off
by a decrease in the trade payable of Orange Belgium S.A. (-24.4 million euros) due to more payment runs around year-end.
Current employee benefits
increased by 21.5 million euros in 2023 and is mainly due to the VOO acquisition (+ 18.6 million euros).
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. The increase versus previous year-end (11.0 million euros) is due to the VOO acquisition and
relates for the most part to subsidies received but not completely earned (8.4 million euros).
As a consequence of the law of 18 December 2015, minimum returns are guaranteed by the employer as follows (Orange Belgium
S.A. and subsidiaries):
71
-
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.
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 without
projection of future contributions. The actuarial computation covers 3 plans insured at Baloise and another one insured at Vivium. The
actuary performed projections according to a pre-defined methodology and with certain assumptions. The results have been reflected
in the below table.
Please find below a reconciliation of the opening to the closing balance of the net defined benefit asset:
72
Movement in net defined benefit (asset) liability
in thousand EUR
Defined benefit
Fair value of
Effect of asset
Net defined
obligation
plan assets
ceiling
(asset) liability
Balance at 1 January 2023 Orange Belgium
129 939
-133 428
0
-3 489
Balance at 1 June 2023 VOO & affiliates
17 519
-16 994
525
Remeasurements at 1 June 2023 VOO : Changes in
2 017
2 017
asset ceiling/onerous liability (excluding interest income)
Included in profit or loss
Current service cost
491
491
Past Service credit
Interest cost (income)
5 751
-6 010
83
-176
Total
Included in OCI
Actuarial loss (gain)
Return on plan assets excluding interest income
-5 586
-5 586
Effect of changes in financial assumptions and
5 832
5 832
experience adjustments
Remeasurements : Changes in asset ceiling/onerous
2 736
2 736
liability (excluding interest income)
Total
Other
Contributions paid by the employer
6 305
-6 305
0
Benefits paid
-3 429
4 064
635
Total
Balance at 31 December 2023
162 408
-164 259
4 836
2 985
in thousand EUR
Defined benefit
Fair value of
Effect of asset
Net defined
obligation
plan assets
ceiling
(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
6 351
-6 184
combinations / divestitures / transfers
Effect of changes in financial assumptions and
-52 479
experience adjustments
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
The contributions paid during 2023 for those plans amounted to 6.3 million euros paid by the employer and 1.1 million euros paid by
the employees.
Orange Belgium S.A.:
The plan assets at 31 December 2023 consisted of 159 million euros individual insurance reserves, which benefit from a weighted
average guaranteed interest rate of 3,24 %, and 5.0 million euros reserves in collective financing funds.
VOO and subsidiaries:
The plan assets at 31 December 2023 consisted of 23.8 million euros (including 17.1 million euros on individual insurance reserves).
The current restructuring provisions slightly increased to 3.4 million euros in 2023.
73
The current tax payables
are related to the tax calculation of the current year. The increase is a combination of the additional tax
payable for VOO (17.9 million euros), partially set off by a decrease in Orange Belgium (-10.3 million euros) following the decrease in
pretax result (see also Note 6 – Operational taxes and levies).
Labour costs (excluding termination benefits)
Labour costs increased by 37.3% to 215.6 million euros in 2023, compared to 157.0 million euros a year ago. This increase has been
mainly driven by VOO acquisition and by inflation.
Indirect costs
in thousand EUR
31.12.2023
31.12.2022
Commercial expenses
-50 495
-28 521
Other IT and network expenses
-174 080
-103 872
Property expenses
-18 434
-11 055
General expenses
-110 267
-62 782
Other indirect income
45 675
33 177
Other indirect costs
-70 390
-56 948
Depreciation of right-of-use of leased assets
-59 495
-53 712
Total indirect costs
-437 484
-283 713
of which operational taxes and fees
-26 868
-27 301
The indirect costs increased 54.2% year-on-year to 437.5 million euros in 2023 compared to 283.7 million euros in 2022 mainly
explained by VOO acquisition and by inflation.
The commercial expenses increase by 22.0 million euros in 2023 mainly due to VOO acquisition and by more media campaigns.
Other IT and network expenses increased by 70.2m year-on-year following VOO acquisition and by inflation on costs mainly on energy.
Property expenses increased by 7.4m year-on-year following VOO acquisition, by inflation impact partially offset by efficiencies costs.
General expenses which includes, amongst others, (i) outsourced labor and professional services, (ii) outsourced call center costs and
(iii) facility-related expenses, increased by 47.5m year-on-year mainly explained by VOO acquisition.
Other indirect income and costs increased by 0.9m year-on-year.
Depreciation of right-of-use-assets increased by 5.8m year-on-year mainly explained by inflation and by more dismantled sites.
Other restructuring costs
In 2023 Orange Belgium booked restructuring, integration & acquisition costs for 43.8 million euros out of which 37.1 million euros are
costs related to acquisition and integration of VOO S.A. and its subsidiaries.
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.
74
Note 5: Goodwill
Goodwill
in thousand EUR
31.12.2023
31.12.2022
Acquisition
Accumulated
Net carrying
Acquisition
Accumulated
Net carrying
Value
impairment
amount
Value
impairment
amount
losses
losses
Orange Communications Luxembourg S.A.
68 729
-17 865
50 864
68 729
-17 865
50 864
VOO Holding
684 138
684 138
Others goodwill
53 547
-37 370
16 177
53 547
-37 370
16 177
Total goodwill
806 414
-55 235
751 179
122 276
-55 235
67 041
Impairment test on 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.
For VOO S.A. we used the10-year business plan (2023 to 2033) approved by the Orange Belgium board to perform impairment test.
The key operating assumptions used to determine the value in use are common across the Group’s business segments.
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.
VOO
The acquisition of 75% of VOO S.A and its 100% subsidiaries was completed in June 2023.
For VOO S.A. cash flows have been estimated on a 10-year business plan (2023 to 2033) approved by the Orange Belgium board.
The VOO business plan foresees a progressive increase of adjusted EBITDA over the period as the result of (i) a continuous top line
growth coming mainly from B2B and fixed wholesales from Orange Belgium and Telenet as of 2024 (ii) costs increase to follow inflation
only as new wholesale customers have an incremental impacts on the costs structure (iii) increase of eCapex for network upgrade and
new FTTH deployments. More precisely, the management ambitions a turnaround over this 10-year period with a 3.80% and 11.6 %
compounded annual growth rate (CAGR) of revenues and adjusted EBITDA respectively, while capital expenses are expected to
increase by 2.2%.
Considering a perpetuity growth rate of 0.5% and a WACC of 7.1%, those assumptions would result in a positive amount.
Sensitivity of recoverable amounts
A sensitivity analysis on those parameters was performed, using a growth rate varying from -0.5% to 1.5% and a discount rate varying
from 6.1% to 8.1%.
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 is
considered in this sensitivity analysis.
The directors believe that such reasonably possible change in these key assumptions on which the recoverable amount of ‘VOO’ is
based would not cause the carrying amount of the related net assets to exceed the aggregate recoverable amount of this CGU.
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:
75
-
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.
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
considered in this sensitivity analysis.
The directors believe that such reasonably possible change in these key assumptions on which the recoverable amount of ‘VOO’ is
based would not cause the carrying amount of the related net assets to exceed the aggregate recoverable amount of this CGU.
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. Upsize N.V. was merged into Orange Belgium S.A. on 1 July 2022. The Goodwill related to BKM N.V. was
impaired during 2022 (22.4 million euros was booked in 2022 – remaining net book value was zero as at 31 December 2022).
76
Annual impairment test segment “Belgium”
Impairment test on the goodwill allocated to the segment “Belgium” (including VOO) 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” (including VOO), when considering the relationship between the market
capitalization and the net assets of the Group as at 31 December 2023, 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.
77
Note 6: 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 333.3 million euros, up by 86.7 million
euros compared to 2022. The increase versus prior year-end can mainly be attributed to the VOO acquisition.
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 2023, the change in useful life and/or recognized impairment charges on property, plant and equipment totals 11.2 million
euros (compared with 18.9 million euros in 2022) 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:
-
5.3 million euros for the project RAN sharing with Proximus including Sites dismantling & RAN material radio swapped from
Huawei to Nokia
-
1.2 million euros of old CIP scrapped
-
0.8 million euros Cable for churn customer (installation cost & material)
-
1.7 million euros IT Software
-
0.8 million euros SOX Inventory MES
-
0.5 million euros Sleeping stock concerning our Network material in our DHL warehouse
-
0.9 million euros Other type of retirement
Other intangible assets
in thousand EUR
31.12.2023
31.12.2022
Net book value of other intangible assets in the opening balance
784 626
247 439
Acquisitions of other intangible assets
63 852
615 027
Additions through business combinations
166 419
0
Depreciation and amortization
-107 467
-92 494
Impairment
-29
-82
Reclassifications and other items
-193
14 736
Net book value of other intangible assets in the closing balance
907 208
784 626
* 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 software (54.8 million euros) and internally generated software development costs
(9.1 million euros). The additions via the VOO acquisition relate for the most part to acquired customer relationships (110 million euros),
brand name (14 million euros) and licenses for the remainder.
in thousand EUR
Accumulated
31.12.2023
Gross
depreciation and
Accumulated
Net book
value
amortization
impairment
value
Telecommunication licences
696 393
-110 929
0
585 464
Brand
20 072
-1 864
-4 172
14 036
Subscriber bases
143 539
-23 020
0
120 519
Software
739 976
-710 904
0
29 072
Other intangible assets
297 328
-139 211
0
158 117
Total
1 897 308
-985 928
-4 172
907 208
in thousand EUR
Gross
Accumulated
Accumulated
Net book
31.12.2022
value
depreciation and
impairment
value
amortization
Telecommunication licences
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
128 995
Other intangible assets
153 724
-130 871
0
22 853
Total
1 547 894
-759 096
-4 172
784 626
Telecommunication and other licenses held by Orange Belgium Group :
78
Type of licence
Acquisition
Net book
Net book value end
Useful life
Remaining
Start
cost
value end
2022
in months
months
depreciation
2023
Ended
period
4G
20 020
6 196
8 020
Jun-2027
41
Jun-16
800 MHz
120 000
59 977
66 035
238
119
Feb-14
IBPT autorisation 3 G
2 158
4
Sep-22
IBPT autorisation 2 G
4 193
4
Sep-22
IBPT autorisation 5 G 3600 Mhz
55 308
51 131
54 261
212
196
Sep-22
IBPT autorisation 5 G 700 Mhz
122 860
114 664
120 807
240
224
Sep-22
Spectrum RD 800 Mhz
17 542
14 619
16 070
144
120
Sep-22
Spectrum RD 2600 Mhz
5 897
3 753
4 825
78
42
Sep-22
Spectrum RD 700 Mhz
23 398
21 836
23 007
240
224
Sep-22
Spectrum RD 3600 Mhz
11 386
10 526
11 171
212
196
Sep-22
License 900/1800/2100 Mhz
214 187
203 488
214 187
240
228
Jan-23
License 1400 Mhz
89 135
86 888
89 135
240
234
Jul-23
OLU UMTS 2100 Mhz ( 4 G)
1 735
0
1 121
192
112
May-17
OLU 5G 700 Mhz + 3600 Mhz
13 504
11 515
11 403
180
139
Aug-20
BKM PPA - unused perpetual licences Voxx -
Telepo
1 058
872
913
300
247
Aug-19
Total
702 381
585 466
620 955
Telecommunication licenses
acquired by Orange Belgium S.A. during 2022 (no acquisitions in 2023):
The two extensions of the licenses for short periods of respectively 6 and 4 months were intended to bridge the gap until the final
spectrum auction took effect. 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 euros. 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 euros. 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 became 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 started accordingly to the availability for use as of 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 only became 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 has started accordingly to the availability for use on 1 January 2023.
Licenses acquired or granted 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 is
recorded in financial expenses and annual payments are applied against the debt itself.
79
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 2023 remain comparable to those used in 2022.
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
31.12.2023
31.12.2022
Net book value of property, plant and equipment in the opening balance
644 600
662 770
Acquisitions of property, plant and equipment
240 243
161 890
Additions through business combinations
1 132 132
0
Disposals and retirements
0
0
Depreciation and amortization
-225 818
-154 055
Impairment
-1 391
-984
Reclassifications and other items
-2 297
-25 021
Net book value of property, plant and equipment in the closing balance
1 787 469
644 600
The acquisitions through the VOO acquisition essentially relate to the VOO network. 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. In 2023, the discount rate did
not refer also to the key assumptions used in the section ‘Provision for dismantling’.
Accumulated
in thousand EUR
31.12.2023
Gross
depreciation and
Net book
value
amortization
value
Land and buildings
204 693
-128 319
76 374
Networks and terminals
4 631 389
-2 961 088
1 670 301
IT equipment
236 064
-202 906
33 159
Other property, plant and equipment
48 558
-40 923
7 636
Total
5 120 704
-3 333 235
1 787 469
in thousand EUR
Accumulated
31.12.2022
Gross
depreciation and
Net book
value
amortization
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
Provision for dismantling
in thousand EUR
31.12.2023
31.12.2022
Provisions for dismantling in the opening balance
64 890
89 721
Discounting with impact on income statement
2 434
2 667
Utilizations without impact on income statement
-4 805
-2 672
Changes in provision with impact on assets
-2 418
-24 826
Provisions for dismantling in the closing balance
61 951
64 890
o/w non-current provisions
54 486
58 103
o/w current provisions
7 465
6 787
80
The key assumptions used to measure the network sites dismantling provision are as follows:
31.12.2023
31.12.2022
Number of network sites, Orange Communications Luxembourg S.A. incl. (in units)
3 990
4 363
Average dismantling cost per network site
10.7 till 2025 and 16.4
9.9 till 2025 and 14.7
from 2026
from 2026
Inflation rate
6.4% for 2024, 2.7%
9.5% for 2023, 4.9% for
from 2025
2024, 2.7% from 2025
Discount rate
3.693 %
3.099 %
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 2023. For 2022 those costs were estimated at 9,893 till end of
2025 and 14,731 as from 2026. During 2023 a refined typology of sites has been implemented refining the expected dismantling costs
per site’s type leading to an average of 10.679 euros per sites for the sites dismantled till end of 2025. The value per site amounts to
16,364 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 2023.
The dismantling provision decreased by 2.9 million euros. This is linked to the dismantling of network sites for 4.8 million euros
(reversal), offset by the VOO integration for 1.9 million euros, and to 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 7.1 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 60 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
decreased compared to last year (77.4 million euros in 2023, compared to 256.5 million euros a year ago), which is explained by the
amounts payable in 2022 for the spectrum licenses (194.0 million euros), partially set-off by the addition of VOO S.A. (7.8 million euros)
and an increase in Orange Belgium (6.1 million euros) following increased expenditures around year-end 2023.
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.
81
Note 7: Taxes and levies
Income tax in profit and loss statement
in thousand EUR
31.12.2023
31.12.2022
Current income tax
-797
-21 885
Deferred tax expense arising to the origination and reversal of temporary differences
-7 825
-1 569
Total tax expenses
-8 622
-23 454
Relationship between tax expense and accounting profit
in thousand EUR
31.12.2023
31.12.2022
Earnings (Loss) before income tax
-2 163
81 613
Group income tax rate
25,00
25,00
Theoretical income tax
541
-20 403
Effect of difference between local standard rate and Group rate (*)
-105
-63
Effect of permanent differences and other reconciling items (**)
-7 396
-7 406
Effect of tax (without base) affecting current tax (***)
7 303
3 570
Effect of tax (without base) affecting deferred tax
-8 964
848
Income tax
-8 622
-23 454
Effective tax rate
-398,6%
28,7%
* 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 8.6 million euros in 2023 compared to 23.5 million euros in 2022. The effective tax rate came out at -
398.6%, which is a decrease compared to the effective tax rate of 28.7% in 2022.
The theoretical amount of tax expenses decreased by 20.9 million euros in 2023, given the loss before income tax due to high interest
expense on the financing of the VOO acquisition. In 2023, the non-deductible financial expenses and the other non-deductible tax
expenses had a negative impact, partly offset by other 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 effect of non-deductible financial expenses (-6.1 million euros), disallowed
expenses (-3.0 million euros), Asset Retirement Obligation (0.8 million euros and other permanent differences (0.9 million euros). Effect
of tax (without base) affecting the deferred tax amounted to -9.0 million euros in 2023.This amount mainly includes a prior year
adjustment related to the Asset Retirement Obligation (-8.3 million euros), recognition / (non-recognition) of DTA over the year (0.4
million euros) and other effects on deferred tax (0.3 million euros).
A positive impact on the taxable years 2021 and 2022 was recorded in 2023 for an amount of 9.4 million euros for Innovation Income
Deductions, Patent Income Deductions and Investment Deductions (these deductions 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 an
adjustment related to the FY 2020 merge of Walcom and Walcom Liège (-2.8 million euros) (see ***). The provision for income tax of
1.2 million euros that had been set up for that purpose in 2022 has been reversed in 2023.
Tax position in the statement of financial position
Movements in current tax balances
in thousand EUR
31.12.2023
31.12.2022
Net current tax payable - opening balance
13 045
10 371
Cash tax payments
-11 724
-19 211
Current income tax expense
797
21 885
Changes in consolidation scope
14 073
0
Net current tax payable -closing balance
16 191
13 045
Cash tax payments in 2023 consist mainly of 5.0 million euros of prepayments for 2023 and corporate income tax paid for 2021 3.5
million euros. The change in scope relates to the VOO acquisition.
82
Movements in deferred tax balances
Deferred taxes are calculated on temporary differences between the carrying amount of assets and liabilities in the consolidated
financial statements and their tax basis.
in thousand EUR
31.12.2023
31.12.2022
Net deferred taxes - opening balance
-6 810
-2 759
Change in income statement
-7 825
-1 569
Change in other comprehensive income
4 825
-2 482
Changes in consolidation scope
-48 914
0
Net deferred taxes - closing balance
-58 723
-6 810
The deferred taxes can be broken down as follows:
in thousand EUR
31.12.2023
31.12.2022
Income
Income
Assets
Liabilities
statement
Assets
Liabilities
statement
Fixed assets
0
87 675
6 326
0
2 935
1 211
Tax losses carryforward
23 800
0
-1 713
5 061
0
-649
Other temporary differences
84 713
78 422
-12 438
78 282
86 079
-992
Deferred taxes
108 513
166 097
-7 825
83 343
89 014
-430
Unrecognized deferred taxes assets
-1 139
0
0
-1 139
0
-1 139
Netting
-100 573
-100 573
0
-80 601
-80 601
0
Total
6 801
65 524
-7 825
1 604
8 413
-1 569
Deferred taxes essentially relate to PPA adjustments on tangible and intangible fixed assets, tax losses carried forward, IFRS 15 (in
other net liability of 23.7 million euros), IFRS 16 (in other for 49.6 million euros in assets and 48.6 million euros in liabilities), receivables
(in other for 13.2 million euros in assets) and asset retirement obligations (in other for 2.9 million euros in assets and 0.4 million in
labilities). Apart from the impact of the VOO acquisition, the main fluctuation relates to the changes in ending dates of the IFRS 16
leases (21.0 million euros on assets and 21.3 million euros on liabilities) and a correction posted on the calculation of the deferred
taxes on Asset Retirement Obligations (8.3 million euros).
Current operating taxes and levies payables
The operating taxes and levies payables amounted to 133.6 million euros in 2023 and consist of VAT payables 39.7 million euros,
84.0 million euros taxes charged to pylons and masts - plus default interests calculated at the legal rate, 9.5 million euros of provisions
for contingencies and 0.3 million other taxes payable. The increase versus year-end 2022 of 47.8 million euros is caused by a
combination of the VOO acquisition (28.2 million euros), increased VAT payable at Orange Belgium (10.0 million euros) and increased
pylon taxes payable (12.2 million euros).
Operational taxes: pylon
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 tax assessment notices received concerning
these local taxes on pylons, masts or antennas. These taxes are currently being contested before the Civil Courts (Courts of First
Instance - Tax Chamber and Courts of Appeal).
On 22 December 2016 the three mobile operators and the Walloon government have concluded an agreement in principle on the issue
of taxing mobile infrastructure in the Walloon region for the period 2016-2019 and agreed to settle the dispute on the Walloon regional
taxes for 2014.
Orange Belgium engages itself 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. Also the Walloon Region will discourage taxation
by municipalities and provinces on telecom infrastructure.
In 2018 and 2019 several Walloon municipalities and provinces have levied taxes on telecom infrastructure.
The operators are 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), from
which local taxes levied in 2016-2019 may be deducted, has not yet been 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 0.4 million euros. Orange Belgium has not received 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
83
of the operator’s contribution: 5 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 million euros (35,73% for Orange Belgium). This agreement will ensure a financially stable
environment by reducing the proliferation of local taxes.
For any period after 2022, no agreement has been reached with the Walloon Government as of the date of this report.
An amount of 0.5 million euros has been paid in December 2021 to the Walloon region. This is the first tranche of 0.9 million euros
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 0.4 million euros 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 exceeded the amount due to the Walloon Region on 15 February 2023 and could
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, the Groupe 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 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 2023, may
subsequently be changed.
Note 8: 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 406 thousand euros, resulting in a net
carrying amount as at 31 December 2023 of 6,556 thousand euros.
84
Note 9: Financial assets, liabilities and financial result
Financial result
in thousand EUR
31.12.2023
31.12.2022
Financial Costs
-80 966
-14 132
Financial Income
0
0
Total Net Financial Costs
-80 966
-14 132
Net financial result decreased by 66.8 million euros to -81.0 million euros in 2023 essentially due to the intragroup financing of the
VOO acquisition which led to higher interest expenses.
Cash and cash equivalents, financial liabilities
in thousand EUR
31.12.2023
31.12.2022
Cash and cash equivalents
Cash equivalents
-37
0
Cash
-47 680
-35 896
Total cash and cash equivalents
-47 717
-35 896
Financial liabilities
Intercompany short-term borrowing
10 373
104 668
Third parties short-term borrowing
57 669
1 116
Put option Nethys SA
278 971
0
Third parties loans long term
81 048
0
Intercompany long-term borrowing
1 843 689
120 794
Total borrowings
2 271 750
226 578
Net debt (Financial liabilities - Cash and cash equivalents)
2 224 034
190 682
The net financial debt at the end of 2023 amounted to 2,224.0 million euros, an increase of Orange Belgium’s net financial debt position
by 2,033.3 million euros compared to 190.7 million euros of net financial debt at the end of December 2022. The increase versus prior
year-end is due to: intragroup financing of the VOO acquisition 1,723.6 million euros, the put option of Nethys on its minority share
279.0 million euros and external financing of VOO 138.8 million euros. Intercompany short-term borrowing decreased to 10.4 million
euros.
On top of the credit facility agreement with Orange SA for an amount of 60 million euros ensured till March 2024 (after which 60 million
euros ensured until March 2025) and the refinanced loan with Atlas Services Belgium S.A. for an amount of 120 million euros (maturity
date June 2026), in 2023 Orange Belgium entered new financing agreements for an amount of 1,751.6 million euros in the context of
the VOO acquisition (1731.6 million euros with Atlas Services Belgium S.A. maturing in 2028 and 20 million euros with Nethys maturing
in 2030).
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
31.12.2022
Cash Flows
Acquisition
31.12.2023
Intercompany short-term borrowing *
104 668
-94 295
0
10 373
Intercompany long-term borrowing **
120 794
1 722 895
0
1 843 689
Put option Nethys SA
0
0
278 971
278 971
Third party borrowing ***
1 116
-67 003
204 604
138 717
*In the cash flow statement, the 94.3 million euros are included in the headers “Increase (decrease) of bank overdrafts and short-term borrowings” for an amount
of 170.6 million euros related to cash pool variation.
**As per Consolidated Cash flow statement the 1,722.9 million euros is included in the Long-term debt issuances (2,231.6 million euros).
*** Third party borrowings in the amount of 67.0 million euros is included for +20 million euros in Long-term debt issuances (2,231.6 million euros) offset by – 14.8
million euros in Repayment of lease liabilities and -72.9 million euros in Increase / decrease in bank overdrafts and short-term borrowings.
85
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 mainly financed through long-term credit facilities granted by Orange Group entities and is thus not directly exposed
to adverse changes in market conditions. On top of the credit facility agreement with Orange SA for an amount of 60 million euros
ensured till March 2024 (after which 60 million euros ensured until March 2025) and the refinanced loan with Atlas Services Belgium
S.A. for an amount of 120 million euros (maturity date June 2026), in 2023 Orange Belgium entered new financing agreements for an
amount of 1751.6 million euros in the context of the VOO acquisition and spectrum purchase (1671.2 million euros with Atlas Services
Belgium S.A. maturing in 2028 and 20 million euros with Nethys maturing in 2030). 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 2023 to finance the VOO acquisition and the remaining payment of the spectrum
licenses.
In 2022, Orange Belgium was financed similarly through long-term credit facilities granted by Orange Group entities and was 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 had 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.
As of 31 December 2023, the Group had unused credit lines under the credit facility agreement with Orange SA for an amount of 59.8
million euros (81.6 million euros as of 31 December 2022).
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 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). 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 hedged portion of the floating 6-month 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 mainly financed through long-term credit facilities granted by Orange Group entities until August 2028. The current
funding agreements do not foresee rating-based funding adjustments. 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.
86
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.
The following percentages are used to cover the exposure on overdue: not overdue 1%, less than 60 days overdue 6.5%, between
60 & 90 days overdue 12.5%, between 90 & 120 days overdue 25%, between 120 & 360 days overdue 40%, between 360 days and
540 days overdue 75% and more than 540 days 100%.
For loans and other receivables, amounts past due but not provisioned are not material.
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
Nominal
Interest
amount end
amount end
rate
Maturity
31.12.2023
31.12.2022
2023
2022
Atlas Services Belgium RCF
(revolving credit facility)
120 000
120 000
EURIBOR 3M + 0.69
10.03.2026
120 000
120 000
Atlas Services Belgium CFA
1 671
(credit facility agreement)
190
EURIBOR 6M + 1.90
23.05.2028
1 671 190
Atlas Services Belgium CFA
(credit facility agreement)
60 402
EURIBOR 6M + 1.90
02.08.2028
60 402
Nethys CFA
(credit facility agreement)
20 000
EURIBOR 12M + 3.25
04.11.2030
20 000
Transactions costs on
long-term loan
-7 949
Long-term loans BKM
7 738
31.03.2024 -
46
794
7 738
1.70% - 5.48%
01.08.2036
Long-term loans VOO
0
31.07.2026 -
61 048
167 254
1.06% - 9.5%
31.12.2029
Total long-term loans
and borrowings
1 924 737
120 794
Cash-pool related credit
facility with Orange
60 000
180 000
ESTER + 0.11
on demand
583
98 405
Uncommitted credit lines
with various banks
20 900
20 900
determined upon withdrawal
on demand
Short-term loans BKM
ST within 1 year related to LT loan
30.06.2024
507
1 116
Short-term loans VOO
ST within 1 year related to LT loan
31.07.2024 -
57 162
31.12.2024
Put option Nethys S.A.
278.971
0
Annual yield rate of 0.7%
on demand
278 971
Transactions costs on
short-term loan
Total short-term loans
9 790
6 276
and borrowings
347 013
105 797
87
As at 31 December 2023, the Group held hedging derivative financial instruments qualifying for hedge accounting.
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 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). 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 hedged portion of the floating 6-month rate loan into a 5-year fixed rate loan.
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.
No major sources of hedge ineffectiveness have been identified.
Hedge derivative instruments open at the end of the year 2023 are:
Start Date
End date
Option
Exercise price
Floating rate
Notional Amount
24/05/2023
24/05/2028
IRS
2.7778%
EURIBOR 6M
350 000 000
24/05/2023
24/05/2028
IRS
2.8640%
EURIBOR 6M
175 000 000
24/05/2023
24/05/2028
IRS
2.7660%
EURIBOR 6M
175 000 000
24/05/2023
24/05/2028
IRS
2.7010%
EURIBOR 6M
175 000 000
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 m
350 000 000
15/05/2023
15/05/2028
IRS
2,8600%
EURIBOR 6 m
175 000 000
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.
Interest rate risk
in thousand EUR
31.12.2023
31.12.2022
Balance at 1 January - Cash flow hedge reserve
7 818
374
Change in cash flow hedge reserve
Gain/loss recognized in other comprehensive income
-19 301
9 926
of which gain/(loss) arising on changes in fair value of hedging instruments during the period
-23 490
of which (gain)/loss reclassified to profit or loss - hedged item has affected profit or loss
4 189
Income tax related to gain/(loss) recognised in other comprehensive income
4 825
-2 482
of which income gain/(losses) recognised in other comprehensive income during the period
5 872
of which income tax related to amounts reclassified to profit or loss
-1 047
Balance at 31 December - Cash flow hedge reserve
-6 658
7 818
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.
88
in thousand EUR
Within
Within
More than
Year ended December 2023
Amount
1 year
2-5 years
5 years
Financial assets
Non-current financial assets
1 371
1 371
Non-current derivatives assets
Trade receivables
217 937
217 937
Current financial assets
3
3
Current derivatives assets
511
511
Cash and cash equivalents
47 717
47 717
Financial liabilities
Non-current financial liabilities
1 924 737
1 904 737
20 000
Non-current derivatives liabilities
9 375
9 375
Current financial liabilities
347 013
347 013
Current derivatives liabilities
511
511
Trade payables
283 236
283 236
in thousand EUR
Within
Within
More than
Year ended December 2022
Amount
1 year
2-5 years
5 years
Financial assets
Non-current financial assets
1 370
0
0
1 370
Non-current derivatives assets
9 926
9 926
Trade receivables
166 445
166 445
Current financial assets
0
0
Current derivatives assets
463
463
Cash and cash equivalents
35 896
35 896
Financial liabilities
Non-current financial liabilities
120 794
120 794
0
Non-current derivatives liabilities
0
0
Current financial liabilities
105 797
105 797
Current derivatives liabilities
463
463
Trade payables
223 860
223 860
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 1,871.6 million euros in 2023 (of which 875 million euros is covered by the IRS described above), a 1% variation of the
floating rate would have 10.1 million euros impact on the financing costs of the non-hedged portion of the long-term debt. Considering
an average long-term debt of 120 million euros in 2022, a 1% variation of the floating rate would have a 1.2 million euros impact on
financing costs.
Non-current derivatives liabilities
Non-current derivatives liabilities amount to 9.4 million euros and correspond to the fair value of financial derivatives instruments set
in place in the context of the interests hedging strategy.
89
Fair value of financial assets and liabilities
The table below is presented according to IFRS 9:
in thousand EUR
31.12.2023
Classification under
Book
Estimated
Level 1
Level 2
Level 3
IFRS 9
(1)
value
fair value
and cash
Trade receivables
AC
217 937
217 937
217 937
Financial assets
Equity securities
FVR
1 371
1 371
1 371
Financial assets at amortized cost
AC
3
3
3
Cash and cash equivalents
Cash
AC
47 680
47 680
47 680
Cash equivalents
AC
37
37
37
Trade payables
AC
283 236
283 236
283 236
Financial debts
AC
2 271 750
2 202 095
2 202 095
Derivatives (net amount)
(2)
9 375
9 002
9 002
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 (the derivatives qualified as cash flow hedging instruments)
in thousand EUR
Classification under
Book
Estimated
Level 1
31.12.2022
IFRS 9
(1)
value
fair value
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
Cash and cash equivalents
35 896
35 896
35 896
Cash
AC
35 896
35 896
35 896
Cash equivalents
AC
Trade payables
AC
223 860
223 860
223 860
Financial debts
AC
226 591
220 161
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 (the derivatives qualified as cash flow hedging instruments)
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.
90
Note 10: Shareholders’ equity
Share capital
No changes have taken place during 2023.
Share capital
Number of ordinary shares
(in million EUR)
(in units)
As at 1 January 2023
131 721
59 944 757
As at 31 December 2023
131 721
59 944 757
All ordinary shares are fully paid and have a par value of 2.197 euros.
Dividends
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 impact of the acquisition of VOO, the Board of Directors will not propose to the Annual General Meeting of
Shareholders on 2 May 2024 to distribute in 2024 a gross ordinary dividend regarding the financial year 2023.
Treasury shares
No Treasury shares were held at 31 December 2023 and at 31 December 2022.
Note 11: 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
164 272
164 272
0
0
Other goods and services purchases
53 459
13 346
13 915
26 198
Investment commitments
60 907
59 449
1 458
0
Operational activities commitments
278 638
237 067
15 373
26 198
Guarantees granted
in thousand EUR
Total
Less than one year
From one to five years
More than five years
Guarantees granted
31 517
1 322
4 136
26 059
In 2023, the guarantees granted consist of a pledge on business premises of BKM (20.8 million euros) and bank guarantees (10.7
million euros).
91
Note 12: (Non)-current provisions
in thousand EUR
Consolidation
31.12.2022
Additions
Utilisations
Reversal
scope
Other effect
31.12.2023
Provisions for dismantling
64 890
0
-4 805
0
1 850
16
61 951
Provisions for litigations
2 562
2 228
-1 535
-1 091
987
-100
3 051
Total provisions
67 452
2 228
-6 340
-1 091
2 837
16
65 102
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
Provisions for dismantling consist of current (7.5 million euros) and non-current provisions (54.5 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.
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.
92
Note 13: Related parties
Relationships with affiliated enterprises
Balance sheet and income statement
in thousand EUR
31.12.2023
31.12.2022
ASSETS
Current receivables
-34 316
-51 663
LIABILITIES
Current interest-bearing loan
1 660
104 549
Non-current interest-bearing loan
1 851 592
120 000
Current trade payables
31 408
20 966
INCOME AND CHARGES
Sales
45 209
53 859
Purchases
-85 510
-83 626
Interests
-70 498
-7 434
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
31.12.2023
Sales to
Purchases from
Amounts owed by
Amounts owed to
related parties
related parties
related parties
related parties
Orange Group* - Traffic and services
30 545
-41 348
0
0
Orange S.A. - Cash pool
0
-4 429
-35 714
23 604
Orange Group *- Traffic and services
14 060
-24 771
1 398
19 775
Atlas Services Belgium - Loan
15
-66 033
0
1 841 282
Brand fees to Orange S.A.
589
-19 427
0
0
Total
45 209
-156 008
-34 316
1 884 660
* Any entity within the Groupe Orange S.A.
in thousand EUR
31.12.2022
Sales to
Purchases from
Amounts owed by
Amounts owed to
related parties
related parties
related parties
related parties
Orange Group * - Traffic and services
36 781
-44 288
0
0
Orange S.A. - Cash pool
215
-6 289
-52 856
117 350
Orange Group *- 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
0
Total
53 859
-91 060
-51 663
245 515
* Any entity within the Groupe Orange S.A.
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 had issued a guarantee of payment in 2022 in favour of 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.
93
Relationships with Board of Directors members and senior management
   
in thousand EUR
 
31.12.2023
31.12.2022
Short-term employees benefits
4 709
3 862
Post-employment benefits
516
424
Other long-term benefits
640
673
Termination benefits
0
0
Total
5 865
4 959
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
 
31.12.2023
31.12.2022
Total Remuneration
360
259
Note 14: Liabilities related to contracts with customers and other assets
related to contracts with customers
Customer contract net assets and liabilities
   
in thousand EUR
 
31.12.2023
31.12.2022
Customer contract net assets (1)
88 653
59 918
Costs of obtaining a contract
11 969
11 596
Costs to fulfill a contract
31
 
Total customer contract net assets
100 653
71 514
Prepaid telephone cards
-12 579
-14 383
Connection fees
-744
-584
Other deferred revenue (2)
-53 285
-45 321
Other customer contract liabilities
-963
-797
Total deferred revenue related to customer contracts
-67 571
-61 085
Total customer contract net assets and liabilities
33 082
10 429
(1) Assets net of remaining performance
(2) Includes subscription fees
The amount of contract related liabilities, in the balance sheet as at 31 December 2022 and taken into profit & loss during 2023,
amounts to 45.0 million euros (37.1 million euros in profit & loss of 2022, on balance sheet as at 31 December 2021).
The following tables give an analysis of the balances of customer contract net assets:
   
in thousand EUR
 
2023
2022
Customer contract net assets - in the opening balance
(1)
59 918
50 715
Business related variations
14 769
9 203
Changes in the scope of consolidation
13 966
 
Reclassifications and other items
   
Reclassification to assets held for sale
   
Customer contract net assets - in the closing balance
88 653
59 918
(1) Mainly includes the new customer contract assets net of related liabilities, the transfer of the net contract assets directly to trade receivables and impairment
of the period.
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
 
2023
2022
Deferred revenue related to customer contracts - in the opening balance
61 085
56 022
Business related variations
3 249
5 063
Changes in the scope of consolidation
   
Reclassifications and other items
   
Reclassification to assets held for sale
   
Deferred revenue related to customer contracts - in the closing balance
64 334
61 085
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.
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
94
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
 
2023
2022
Costs of obtaining a contract - in the opening balance
11 596
10 938
Business related variations
404
658
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
12 000
11 596
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 2023. 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
   
31.12.2023
31.12.2022
Less than one year
Y01
95 570
66 542
Between 1 and 2 years
Y02
44 374
21 027
Between 2 and 3 years
Y03
233
312
Between 3 and 4 years
Y04
35
63
Between 4 and 5 years
Y05
   
More than 5 years
Y99
   
Total
 
140 212
87 944
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.
95
Note 15: 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
-
Other
Lease liabilities
As of 31 December 2023, lease liabilities amount to 204.8 million euros, including non-current lease liabilities of 155.2 million euros
and current lease liabilities of 49.6 million euros.
   
in thousand EUR
 
2023
2022
Lease liabilities – in the opening balance
262 069
299 919
Increase with counterpart in right-of-use
23 635
13 517
Changes in the scope of consolidation
29 385
0
Decrease in liabilities following rental payments
-56 520
-51 645
Impact of changes in assessments
-53 800
-21
Translation adjustment
0
299
Lease liabilities – in the closing balance
204 769
262 069
O/w non-current lease liabilities
155 164
217 517
O/w current lease liabilities
49 605
44 553
The decrease in the lease liability and in the right of use assets balances comes is the result of the combined effect of the VOO
acquisition, the re-assessment of the ending dates of the contracts and the normal additions and payments following new contracts.
The following table details the undiscounted future cash flows of lease liabilities:
             
in thousand EUR
 
31 December
2029 and
 
2023
 
2024
 
2025
 
2026
 
2027
 
2028
beyond
Undiscounted lease liabilities
222 547
54 186
41 553
31 865
25 373
19 755
49 815
Right-of-use assets
       
in thousand EUR
31.12.2023
Gross
Accumulated
Accumulated
Net book
 
value
depreciation
impairment
value
Land and buildings
346 321
-166 149
 
180 172
Networks and terminals
7 008
-5 640
 
1 368
IT equipment
3
0
-3
 
Other right-of-use
35 841
-16 551
-19
19 271
Total right-of-use assets
389 173
-188 340
-22
200 811
       
in thousand EUR
31.12.2022
Gross
Accumulated
Accumulated
Net book
 
value
depreciation
impairment
value
Land and buildings
387 341
-139 285
 
248 056
Networks and terminals
5 688
-4 725
 
963
IT equipment
3
 
-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
 
2023
2022
Net book value of right-of-use assets -in the opening balance
260 331
299 164
Increase (new right-of-use assets)
24 418
13 949
Impact of changes in the scope of consolidation
29 357
0
Depreciation
-58 780
-52 942
Impact of changes in the assessments
-54 515
-139
Reclassifications and other items
0
299
Net book value of right-of-use assets -in the closing balance
200 811
260 331
The total expenses relating to short-term leases for which the recognition exemption is applied is very limited.
96
Note 16: Significant changes to the consolidation scope
On December 24, 2021, Orange Belgium S.A. announced it has reached a final agreement with Nethys to acquire 75% less one share
of VOO. The European Commission approved Orange’s bid for a majority stake in cable operator VOO on March 20, 2023. The closing
of the acquisition on June 2, 2023 gives Orange Belgium S.A. its own fixed network in the Wallonia region and part of Brussels. The
purchase price amounted to 1 369 million euros. This transaction was financed through an Intra-Group loan.
   
Acquisition cost, net of transactions costs:
1,369
Transaction costs
24
Cash acquired
(19)
Cash paid for investment securities, net of cash acquired
1,373
VOO is a cable wholesale provider for Orange Belgium. Orange Belgium provides leased lines and dark fiber capacities to VOO. All
pre-closing litigations between the entities were settled and paid during the course of June 2023.
At the date of the closing of the VOO acquisition, Nethys has 25% plus one share in the newly created VOO Holding SA. In addition,
Nethys has a put option to convert its stake into cash or Orange Belgium S.A. shares during the two years following the acquisition.
In November 2023, the Board of Directors of Nethys announced its intention to convert its stake into Orange Belgium S.A. shares.
This transaction falls within the scope of the procedure provided for in Article 7:97 of the Companies and Associations Code, it is
currently being analysed by a committee of independent Orange Belgium directors, with the support of an independent expert. ,After
the issuance of the report of the independent expert to the Board of Directors, the transaction is planned to be approved by the
General Assembly of Orange Belgium on May 2, 2024.
The put option granted to Nethys has been valued on December 31, 2023 at 279 million euros, which is the value of Nethys equity in
VOO at the closing date, and is impacting the current financial liabilities and was compensated on non-controlling interest. The fair
value of this put option will be reassessed at each closing (level 3 valuation).
Total acquisition-related costs incurred for the VOO acquisition during 2023 amount to 37.1 million euros. VOO’s contribution to
revenues since closing date is 300.2 million euros. The impact of VOO on net result of the group amounts to a loss of 21.7 million
euros for the period since acquisition. If the acquisition would have occurred on January 1, 2023, the impact on revenues and net
result of the VOO acquisition would have been respectively 520.4 million euros and a loss of 49.6 million euros.
The provisional goodwill before allocation amounts to 887.6 million euros. The fair value adjustment on the intangible assets relates
to the acquired customer relationships (115 million euros), the brand name (16 million euros) combined with a decrease of capitalized
expenses (-11 million euros). The allocation to the tangible fixed assets amounts to 152 million euros and relates essentially to the
network. Together with the deferred tax impact of the above-mentioned adjustments (68 million euros), goodwill was reduced by 204
million euros. In accordance with IFRS 3, the Company has one year since acquisition date to determine the final goodwill allocation.
Synergies are from the transfer of the MVNO to Orange completed in 2023 and from operational synergies combining the expertise of
2 Telecom operators. We can expect 85m€ yearly synergies in run rate.
The amount of goodwill and the allocation to identifiable assets and liabilities can be changed up to a year following acquisition. As at
December 31, 2023, the provisional identifiable assets and liabilities at the date of acquisition is presented below:
   
in €m
Provisional Fair value of identifiable net assets
ASSETS
 
Goodwill
684.1
Other intangible assets
166.4
Property, plant and equipment
1 132.1
Right-of-use assets
29.7
Other non-current assets
7.6
Total non-current assets
2 019.9
Inventories
24.3
Trade Receivable
85.7
Cash and cash equivalents
19.5
Current assets other than cash
57.7
Total current assets
187.2
Total Assets
2 207.1
Total Equity
1 647.8
Non-current financial liabilities
85.7
Non-current lease liabilities
29.7
Deferred tax liabilities
55.6
Other non-current liabilities
43.5
Total non-current liabilities
214.5
Current financial liabilities
118.9
Trade payables
144.9
Operating taxes and levies payables
30.6
Current taxes payables
17.9
Other current liabilities
32.5
Total current liabilities
344.8
Total equity and liabilities
2 207.1
97
Note 17: 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.
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. The Company 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 the Company to review the
present value of its assets and to recognize further substantial impairment losses that could have an adverse effect on its results.
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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
the Company’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 lifetime 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.
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 fair value of the customer relationships acquired in a business combination is determined using the multi-period excess earnings
method and is amortised over a useful life ranging from 10 till 20 years.
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.
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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.
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 the Company
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, the Company 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
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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.
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.
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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.
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.
The Company 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 the Company 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 the Company 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:
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-
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.
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, the Company ordered a complete actuarial computation under the PUC method without
projection of future contributions.
1.14. Leases
The Company 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.
The Company 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, the Company 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:
The Company 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).
The Company 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, the Company 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, the Company 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.
In order to determine the loan yield specific to each contract, the Company applies the following method:
-
Determination of a risk-free rate curve according to the currency and maturity based on government bond yields.
-
Application of the Company’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;
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-
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, the Company 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 the Company. In certain circumstances, the Company 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 the Company to install its equipment. When the contract allows the owner of the tower to
substitute the space which is initially rented by the Company, 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 the Company.
-
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 the Company, these contracts are not part of the IFRS16 calculation.
-
Regarding the lease of land transmission cables, the Company lease either a specific cable or a capacity portion of a
cable.
In some cases, the supplier grants the Company the use of an identified and fully dedicated cable (for example
dark fiber cable) for a determined period. The Company 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 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 the Company 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.
104
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
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.
-
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. The group always measures the loss allowance
for trade receivables at an amount equal to lifetime expected credit loss. The expected credit losses on trade receivables are
estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current
financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which
the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
Impairment of financial assets
In accordance with the requirements of IFRS 9, the 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 homogeneous group of receivables with similar credit characteristics
because they belong to a customer category;
-
a stand-alone method: the assessment of impairment probability and its amount are based on a set of relevant qualitative
factors (aging payment, other balances with the counterparty, rating from independent agencies, geographical area).
-
A provisioning method based on expected 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 early impairment at the time the asset is recognized. The rate applied depends on the maximum
revenue non-recoverability rate.
105
Recognition of impairment losses for a group of receivables is the step preceding identification of impairment losses on individual
receivables. As soon as information is available (customers in bankruptcy or subject to court-ordered liquidation), these receivables
are then excluded from the statistical impairment database and individually impaired.
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 (hedging instruments versus trading derivatives).
Derivatives are classified as a separate line item in the statement of financial position.
Trading derivatives are economic hedge derivatives not classified as hedges for accounting purposes. Changes in the value of these
instruments are recognized directly in profit or loss.
Hedge accounting is applicable when:
-
At inception of the hedge, there is a formal designation and documentation of the hedging relationship;
-
The effectiveness of the hedge is demonstrated at inception and it is expected to continue in subsequent periods: i.e. at
inception and throughout its duration, the company expects changes in the fair value of the hedged item to be almost fully
offset by change in the fair value of the hedging instrument.
There are three types of hedging accounting:
-
A fair value hedge is a hedge of the exposure to the changes in the fair value of a recognized asset or liability (or an identified
portion of the asset or liability) that are attributable to a particular interest rate and/or currency risk and which could affect
profit or loss. The hedged portion of these items is remeasured at fair value in the statement of financial position. Changes
in this fair value are recognized in the income statement and are offset by symmetrical changes in the fair value of financial
hedging instruments to the extent of the hedge effectiveness;
-
A cash flow hedge is a hedge of exposure to changes in cash flow attributable to a particular interest rate and / or currency
risk associated with a recognized asset or liability or a transaction believed to be highly probable (such as future purchase
or sale) which could affect profit or loss. As the hedged item is not recognized in the statement of financial position, the
effective portion of the change in fair value of the hedging instrument is recognized in other comprehensive income. It is
reclassified in profit or loss when the hedged item (financial asset or liability) affects the profit or loss or in the initial cost of
the hedged item when it relates to the hedge of a non-financial asset acquisition cost;
-
A net investment hedge is a hedge of exposure to changes in value attributable to the foreign exchange risk of a net
investment in a foreign operation, which could affect profit or loss on the disposal of the foreign operation. The effective
portion of the net investment hedge is recorded in other comprehensive income. It is reclassified in profit or loss on disposal
of the net investment.
For transactions qualified as fair value hedges and for economic hedges, the foreign exchange impact of changes in the fair value of
derivatives is booked in operating income when the underlying hedged item is a commercial transaction and in finance costs, net
when the underlying hedged item is a financial asset or liability.
Hedge accounting can be terminated when the hedged item is no longer recognized, i.e. when the Group revokes the designation of
the hedging relationship or when the hedging instrument is terminated or exercised. The accounting consequences are as follows:
-
Fair value hedge: at the hedge accounting termination date, the adjustment of the fair value of the liability is amortized using
an effective interest rate recalculated at this date. Should the item hedged disappear, the change in fair value is recognized
in the income statement;
-
Cash flow hedge: amounts recorded in other comprehensive income are immediately reclassified in profit or loss when the
hedged item is no longer recognized. In all other cases, amounts are reclassified in profit or loss, on a straight-line basis,
throughout the remaining life of the original hedging relationship.
In both cases, subsequent changes in the value of the hedging instrument are recorded in profit or loss.
Concerning the effects of the foreign currency basis spread of cross-currency swaps designated as cash flow hedges, the Group has
chosen to designate these as hedging costs. This option enables recognition of these effects in other comprehensive income and
amortization of the cost of the basis spread in profit or loss over the period of the hedge.
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.
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.
106
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)
The Company 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), the Company defers these
discounts or free offers over the enforceable period of the contract (period during which the Company 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
The Company 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).
107
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.
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;
108
-
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 18: Subsequent events
BKM-Orange merges into Orange Belgium
March 1
st
2024 BKM-Orange merges into Orange Belgium to answer the growing demand of B2B customers for a single connectivity
and ICT provider. As of today, BKM-Orange will continue under the flag of Orange Belgium. The merger strengthens Orange’s
customer experience excellence ambition, a fundamental pillar of its ‘Lead the Future’ strategy, by putting ICT needs at the heart of
business customer propositions.
109
Note 19: 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
Adjusted Operating cash flow
EBITDAaL minus eCapex.
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 Working Capital Requirement (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.
110
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.
111
Orange Belgium
S.A. annual
accounts 2023
Comments on Orange Belgium S.A.’s 2023 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
).
112
Balance sheet after appropriation
in thousand EUR
31.12.2023
31.12.2022
ASSETS
Formation expenses
10 310
182
Fixed assets
2 889 035
1 484 423
Intangible fixed assets
695 035
727 726
Tangible fixed assets
673 411
661 291
Land and buildings
216 314
234 258
Plant, machinery and equipment
371 234
348 770
Furniture and vehicles
18 002
15 878
Other tangible fixed assets
17 653
16 348
Tangible assets under construction and advance payments made
50 208
46 036
Financial fixed assets
1 520 589
95 407
Affiliated enterprises
1 512 798
87 615
Participating interests
912 798
82 203
Amounts receivable
600 000
5 412
Other enterprises linked by participating interests
7 397
7 397
Participating interests
7 397
7 397
Other financial assets
395
395
Amounts receivable and cash guarantees
395
395
Current assets
237 814
186 772
Amounts receivable after more than one year
1
1
Other amounts receivable
1
1
Stocks and contracts in progress
21 740
19 735
Stocks
21 740
19 735
Goods purchased for resale
21 740
19 735
Amounts receivable within one year
169 110
153 558
Trade debtors
151 115
144 044
Other amounts receivable
17 995
9 514
Current investments
511
463
Own shares
0
0
Other investments and deposits
511
463
Cash at bank and in hand
16 753
10 830
Deferred charges and accrued income
29 699
2 186
Total Assets
3 137 159
1 671 377
113
in thousand EUR
31.12.2023
31.12.2022
EQUITY AND LIABILITIES
Equity
624 727
602 810
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) (+) (-)
479 835
457 918
Investment grants
0
0
Provisions and deferred taxes
57 201
62 544
Provisions for liabilities and charges
57 201
62 544
Pensions and similar obligations
60
73
Other risks and costs
57 140
62 472
Amounts payable
2 455 231
1 006 023
Amounts payable after more than one year
1 990 225
261 102
Financial debts
1 851 592
120 000
Other loans
1 851 592
120 000
Other amounts payable
138 633
141 102
Amounts payable within one year
387 138
681 140
Current portion of amounts payable after more than one year falling due within one year:
2 467
4 787
Financial debts
3 300
103 409
Credit institutions
0
0
Other loans
3 300
103 409
Trade debts
249 153
264 317
Suppliers
249 153
264 317
Bills of exchange payable
0
0
Taxes, remuneration and social security
130 382
114 312
Taxes
97 430
84 402
Remuneration and social security
32 952
29 910
Other amounts payable
1 836
194 315
Accrued charges and deferred income
77 867
63 780
Total Equity and Liabilities
3 137 159
1 671 377
114
Income statement
in thousand EUR
31.12.2023
31.12.2022
Operating income
1 405 703
1 328 090
Turnover
1 332 598
1 269 134
Own construction capitalized
17 119
14 705
Other operating income
55 986
44 251
Non-recurring operating income
0
0
Operating charges
1 340 547
1 229 098
Raw materials, consumables
657 155
622 753
Purchases
659 090
625 418
Stocks: decrease (increase) (+) (-)
-1 935
-2 665
Services and other goods
232 985
206 347
Remuneration, social security costs and pensions
148 217
136 869
Depreciation of and amounts written off formation expenses, intangible and
tangible fixed assets
232 985
236 156
Amounts written off stocks, contracts in progress and trade debtors:
appropriations (write-backs) (+) (-)
11 750
6 085
Provisions for risks and charges: appropriations (uses and write-backs) (+) (-)
-2 484
-658
Other operating charges
26 865
21 547
Non-recurring operating charges
33 994
0
Operating profit (loss) (+) (-)
65 156
98 992
Financial income
30 295
2 234
Recurring financial income
30 295
2 234
Income from financial fixed assets
0
2 000 000
Income from current assets
30 205
188
Other financial income
90
45
Non-recurring financial income
0
0
Financial charges
74 307
39 883
Recurring financial charges
73 318
9 444
Debt charges
72 640
8 685
Other financial charges
677
759
Non-recurring financial charges
989
30 439
Profit (loss) for the period before taxes (+) (-)
21 144
61 342
Income taxes (+) (-)
-994
20 308
Income taxes
6 766
25 297
Adjustment of income taxes and write-backs of tax provisions
-7 760
4 989
Profit (loss) for the period (+) (-)
22 138
41 034
Profit (loss) for the period available for appropriation (+) (-)
22 138
41 034
115
Appropriations and withdrawings
in thousand EUR
31.12.2023
31.12.2022
Profit (loss) to be appropriated (+) (-)
480 056
458 328
Profit (loss) to be appropriated (+) (-)
22 138
41 034
Profit (loss) to be carried forward (+) (-)
457 918
417 294
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 (+) (-)
479 833
457 918
Profit to be distributed
223
410
Dividends
0
0
Other beneficiaries
223
410
116
Statutory auditor’s report
Statutory auditor’s report to the shareholders’ meeting of Orange
Belgium SA / NV for the year ended 31 December 2023 –
Consolidated financial statements
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 hereby submit our statutory audit report. This report includes our report on the consolidated
financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 3 May 2023, in accordance with the
proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued upon presentation of the works council. Our
mandate will expire on the date of the shareholders’ meeting deliberating on the financial statements for the year ending 31
December 2025. We have audited the consolidated financial statements of Orange Belgium SA / NV for the first time during the
financial year referred to in this report.
Report on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position
as at 31 December 2023, the consolidated statement of comprehensive income, the consolidated statement of changes in equity
and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and
other explanatory notes. The consolidated statement of financial position shows total assets of 4 125 414 (000) EUR and the
consolidated statement of comprehensive income shows a loss for the year then ended of 10 785 (000) EUR.
In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31
December 2023 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements
applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have
applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved
at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for
the audit of the consolidated financial statements” section of our report. We have complied with all ethical requirements relevant to
the statutory audit of consolidated financial statements in Belgium, including those regarding independence.
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 obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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.
117
Key audit matters
How our audit addressed the key audit matters
Revenue recognition from telecommunication activities
The accuracy of revenue is an inherent risk in the
telecommunications industry. This is driven by, amongst
others, the complexity of the billing systems, the magnitude of
volumes of data processed to determine billing and revenue,
the combination of different products sold as well as price and
promotion changes introduced during the year.
The details on revenue recognition from telecommunication
activities are included in note 3 ‘Sales, trade receivables, other
current and non-current assets’, note 14 ‘Liabilities related to
contracts with customers and other assets related to contracts
with customers’ and note 17.1.21 ‘Revenue from contracts
with customers’ of the consolidated financial statements.
We addressed this key audit matter by applying the
following controls and substantive test procedures to the
material revenue streams:
We tested the design and operating effectiveness of
the relevant key controls in place in the revenue cycle,
as well as in the IT environment in which billing, rating
and other relevant support systems reside, including
the change control procedures in place around
systems that support material revenue streams;
We performed a substantive analytical review;
We performed tests of details on a sample of
individual revenue transactions, tracing these back to
order documentation and cash receipts.
Additionally we assessed the appropriateness of the
group's accounting policies with respect to revenue
recognition from telecommunication activities and
assessed compliance with the applicable accounting
standards.
Purchase Price Allocation for the business combination of
VOO SA
On 2 June 2023, Orange Belgium SA closed its acquisition
of VOO SA, for a purchase price of
1 369 million EUR. IFRS 3
Business combinations
requires
a purchase price allocation exercise, whereby the total
consideration is allocated to identifiable assets, liabilities
and contingent liabilities, with the remaining amount being
presented as goodwill. A purchase price allocation exercise
has been performed by management assisted by an
external expert.
Management has the discretion to make judgments,
estimates and assumptions in allocating the purchase price
and determining the fair values. Changes in these
assumptions could have a significant effect on the
purchase price allocation and fair values.
We focused on this because the acquisition is material to
the group and requires use of significant management
judgment regarding the identification of assets acquired
and the valuation of assets and liabilities acquired.
More details on the acquisition accounting and the disclosure
requirements under IFRS 3
Business Combinations
are
included in note 16 ‘Significant changes to the consolidation
scope’.
We addressed this key audit matter through the following
main procedures:
We obtained an understanding of management’s
process and controls over the acquisition
accounting ;
We obtained the underlying documentation, terms
and conditions of the transaction and assessed the
accounting treatment of the consideration transferred
and the assets and liabilities acquired in accordance
with IFRS 3
Business Combinations
;
We performed a risk assessment over the assets
acquired and liabilities assumed to determine the
nature and extent of further procedures and
performed opening balance sheet testing for selected
acquired assets and liabilities;
Together with our valuation specialists we audited
management’s valuations and assessed the
methodology used to determine the assets acquired
and liabilities assumed, in particular the
methodologies and discount rates as key
assumptions, used in the valuation of the acquired
business, and a reconciliation of the key inputs used
in the fair value measurement.
We assessed the adequacy of related disclosures in note 16.
Other matters
The consolidated financial statements for the previous financial year were audited by another statutory auditor who has issued an
unqualified opinion.
118
Responsibilities of the board of directors for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory
requirements applicable in Belgium and for such internal control as the 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 to be considered for 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 other realistic
alternative but to do so.
Responsibilities of the statutory auditor for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue a statutory 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 ISA 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 users taken on the basis of these
consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of
consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability
of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s
business has been conducted or will be conducted.
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
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 an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control;
obtain an understanding of internal control 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 the board of directors;
conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors 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 statutory auditor’s 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 statutory auditor’s 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, 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 and 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, amongst 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 we communicate with them about all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated to 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
report unless law or regulation precludes any public disclosure about the matter.
119
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 directors’ report on the consolidated financial
statements and other matters disclosed in the annual report on the consolidated financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA)
as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial
statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these
matters.
Aspects regarding the directors’ report on the consolidated financial statements and other information disclosed in
the annual report on the consolidated financial statements
In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report
is consistent with the consolidated financial statements for that same year and has been established in accordance with the
requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are responsible to consider, in particular based on
information that we became aware of during the audit, if the directors’ report on the consolidated financial statements and other
information disclosed in the annual report on the consolidated financial statements are free of material misstatements, either by
information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such
a material misstatement.
Statements regarding independence
Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent
from the group during the performance of our mandate.
The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of
companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial
statements.
Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic
Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical
regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 ("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 (“digital consolidated financial statements”) included in the annual
financial report.
Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital
consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated
Regulation.
Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included
in the annual financial report of Orange Belgium SA / NV as of 31 December 2023 are, in all material respects, prepared in
accordance with the ESEF requirements as stipulated by the Delegated Regulation.
Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.
Signed at Zaventem.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Nico Houthaeve
120
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
Antoine Chouc
CEO
CFO
© 2024, Orange Belgium, all rights reserved. Orange is a registered
trademark. The trademarks of commercial products mentioned in
this document are registered and are the property of their various
manufacturers. The characteristics of the products and services mentioned
in this document may be changed at any time without notice. Orange
Belgium cannot be held liable for printing errors in this document. The
products of other manufacturers are mentioned for information. The
manufacturers are solely liable for any and all warranties concerning their
products. Orange Belgium cannot be held liable under any circumstances
for data transmission services, nor for the content, legality or accessibility
of these services, nor for the use made of them by the customer, whether
these services are provided by third parties or by Orange Belgium.
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