11-Feb-21

Valuation report on the proposed acquisition of Obelix by Orange

February 2021

STRICTLY CONFIDENTIAL 0 11-Feb-21

Disclaimer (1/2)

This Document (the “Document”) has been prepared by NEXEN Corporate Finance SAS (“Ondra”) (operating under the Ondra brand under licence agreement) in relation to a possible transaction involving an investment of Polygon (the “Proposed Transaction”) and is delivered to the intended recipient subject to the following terms and conditions.

This Document and its contents shall be used by the intended recipient exclusively in relation to the Proposed Transaction. This Document and its contents are strictly confidential and shall be kept as such and not be disclosed to any person by the intended recipient without Ondra express written consent.

This Document has been prepared by Ondra on the basis of information and forecasts provided by the Company, its shareholders, their advisors or in the public domain. It reflects conditions and views as of this date, all of which are subject to change. None of the information on which the document is based has been independently verified nor audited by Ondra. In preparing this document Ondra has relied upon and assumed the accuracy and completeness of all of the information available.

This Document does not purport to be all-inclusive or to contain all the information that a prospective acquirer may require in its decision to express an interest in entering into the Proposed Transaction. Recipient is invited to form is own opinion on the interest of the information provided in this Document and the Proposed Transaction.

Neither the Company nor its shareholders nor Ondra nor any of their respective representatives make any warranty or representation, expressed or implied, concerning the relevance, accuracy or completeness of either the information or the analyses of information contained herein or any other written, oral or other information made available to any recipient or its representatives in connection therewith. Furthermore, no responsibility or liability of any kind will be accepted by the aforesaid parties, who expressly disclaim any and all liabilities which may be based on, or may derive from, this Document or such other information made available in connection therewith, or for any inaccuracies, omissions or misstatements therein. This Document may contain certain statements, estimates, targets and projections prepared on the basis of information provided by the Company with respect to its anticipated future performance. Such statements, estimates and projections reflect subjective judgement by the Company’s management concerning the business of the Company and anticipated results. These assumptions and judgements may or may not prove to be correct and there can be no assurance that any of the estimates, targets or projections will be met. Accordingly, neither Ondra, nor the Company, nor its shareholders nor any of their respective representatives shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Document and any such liability is expressly disclaimed.

In issuing this Document, neither the Company nor its shareholders nor Ondra undertake to provide the recipient with access to any additional information or to update this Document or any other information provided in connection therewith or to correct any inaccuracies therein that may become apparent.

STRICTLY CONFIDENTIAL 1 11-Feb-21

Disclaimer (2/2)

Recipient of this document shall conduct its own review and analysis of this Document and the Proposed Transaction and should consult its own advisers as to legal, tax and accounting issues for considering whether or not to enter into the Proposed Transaction.

The Company and its shareholders shall not have any obligation to consider or to accept any indication of interest of any offer, whether or not they represent the best offer. This Document does not constitute an offer nor the solicitation for the sale of the Company or of any securities, assets or business thereof or described herein and does not constitute any form of commitment or recommendation on the part of the Company, its shareholders or Ondra or any of their respective affiliates, subsidiaries or associated companies. Neither this Document nor any other written or oral information made available to any recipient or its advisors shall form the basis of any contract. Ondra, the Company and its shareholders reserve the right to require the return or destruction of this Document (together with any copies or extracts thereof) at any time.

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Recipient of this Document should note that, in connection with the Proposed Transaction, Ondra will not be responsible to any third-party for providing the protections afforded to customers of Ondra or for providing advice in relation to the Proposed Transaction. Ondra will co-ordinate all contacts and arrangements in relation to this Document and the Proposed Transaction and Recipient undertakes accordingly to direct all inquiries or requests for information in relation to this Document and the Proposed Transaction solely to Ondra. Recipient also expressly undertakes not to contact the Company, including its management and employees, under any circumstances in relation to this Document and the Proposed Transaction.

Any matter, claim or dispute arising out of or in connection with this Document, whether contractual or non-contractual, is to be governed by and determined in accordance with French law and the Commercial Court of Paris shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this document.

STRICTLY CONFIDENTIAL 2 11-Feb-21

Table of contents

1 Business overview and competitive environment p. 4

2 Valuation approach and methodolgy p. 9

3 Valuation analysis p. 19

4 Analysis of upside from potential towers disposal p. 28

5 Valuation summary p. 39

6 Appendix p. 43

STRICTLY CONFIDENTIAL 3 1. Business overview and competitive environment

STRICTLY CONFIDENTIAL 4 11-Feb-21 Obelix business overview #3 telecom player in Belgium with strong market share in mobile

Business description Long-term historical financials (€m)

• Major telecommunication actor in Belgium and Luxembourg 1,298 1,341 1,315 • Present in the B2C market as a provider of prepaid and subscribtion mobile 1,235 1,251 1,242 services as well as TV and internet services via cable network in Belgium • B2B offering as an integrated communications operator: mobile & fixed 25.2% 24.3% 25.8% telephony, broadband internet, as well as connectivity and mobility services 22.3% 23.2% (incl. big data and IoT) 19.9% • 3.1m mobile customers(1) as of 31-Dec-2020, representing a c.30% market (4) share 316 (4) 339 276 302 259 311 • Owner of 3,300 towers, of which 200 in Luxembourg 193 168 188 179 180 180 • Subsidiary of Orange (53%) listed on the Brussels Stock Exchange

• Tender offer on the remaining 47% stake it does not own at €22 per share FY15A FY16A FY17A FY18A FY19A FY20A announced by Orange on 03-Dec-2020, valuing the company at €1.3bn EV(2), or 4.7x / 4.5x FY20E / FY21E EBITDAaL(3) Revenues Adj. EBITDAaL Capex Adj. EBITDAaL margin

Geography and segment breakdown (2020) Corporate governance

By geography By segment Executive Board of Directors Committee J. Deschuyffeleer X. Pichon Other 2% Xavier Chairman CEO Luxembourg Convergent Pichon Wholesale C. Naulleau M.-N. Jégo-Laveissière CEO 5% 19% 17% Chief Governance Off. CEO Europe Since 2020 Equipment sales C. Heriard Dubreuil B. Mandine €1.3bn 10% €1.3bn Corporate development ED Communications IT & Integration Mobile Antoine R. Fernandez J.-M. Marc Vignolle 3% Chouc ED Finance COO Europe 45% CFO Belgium Fixed Retail From 2021 G. Dallemagne* W. Vertraete* 95% 5% service 69% N. Lemaitre* M. De Rouck*

Source: Company, broker Notes: (1) Of which 2.6m postpaid and 0.5m prepaid, (2) Based on bridge items as of 30-Sep-2020 excluding IFRS 16 liabilities, STRICTLY CONFIDENTIAL 5 (3) Forecasts as of 02-Dec-2020 – not adjusted for brand fee, (4) EBITDAaL adjusted for brand fee – see page 20 for reference, Orange Group, Independent, ED = Executive Director 11-Feb-21 Obelix corporate timeline Growth engine has been reignited over the last 5 years

Average • Creation of Mobistar in • IPO on the Brussels X.X market cap (€bn) Belgium, a JV between Stock Exchange Telinfo (Proximus) and France Telecom X.X Revenues (€bn)

n.m. 1996 n.a. 2.5 1998 0.3 4.0 • Acquisition of KPN • 4G license granted to • Acquisition of a Belgium Business for Mobistar 90% stake in €65m Voxmobile • First commercial 2007 • Voxmobile rebranded in (Luxembourg) for offering launched in Orange Luxembourg €80m 2014 1.5 1.7 2011 2.8 1.6 2009 2.8 0.9 • Fixed TV and • Rebranding of internet • Provisional 5G license Mobistar in Orange services granted Belgium stopped – 2013 • Public tender offer Mobistar • New fixed offering from Orange at €22 operates as through cable network p.s. a mobile 1.5 pure player 1.2 2016 1.2 1.0 2020 1.3

Source: Company, Factset as of 05-Feb-2021 STRICTLY CONFIDENTIAL 6 11-Feb-21 Overview of the Belgian telecommunication market 2 main players, challenged by Obelix

Key considerations Overview of key players by segment

• Market structured around a duopoly of Proximus and cable operators Market share, 2016 Market share, 3Q2020 30%24%46% 35%24%40% 14%39%46% 57%42% • Mature market perceived as rational and competitive Mobile 14% Postpaid Broadband 10%Pay-TV 7% 30% 7% • Pricing is inflation-linked 35% 33% 39% 57% • Obelix mostly active in mobile, perceived as a challenger in broadband – 39% 37% 49% engaged in a mobile network sharing agreement with Proximus 24% 20% 24% 23% • Current topics for the Belgian telecommunication market:

• Ongoing roll-out of FTTH, benefitting from supportive regulation to 46% 46% 48% 40% 42% 38% 46% 44% encourage investment • 5G auction expected in 2021/2022 (operators currently experiment 5G on a provisional license), and potential new market entrant • VOO (#3 cable operator) potentially changing hands could reshuffle the competition in fixed internet Proximus Telenet Obelix Others

Overview of the B2C competitive environment Overview of the B2B competitive environment

• National player • Cable provider in • High focus in North • Challenger for Belgium North and Brussels • Market leader for Fixed and • National coverage via Fixed in North • Leader for Fixed in Mobile multiple access technology • Leader for Fixed North • Also present in ICT services and partnerships in South • Acquired BASE • Active in M&A • Reinforced position through • National leader for mobile network • Challenger on fragmented IT acquisition of Nextel and mobile • National player market cable operator SFR • Mobile network • National Mobile • #1 M2M player • Mainly operating in the • No-frills provider operator player SME market • National • Challenger for • Mobile network challenger for Mobile agreement with Fixed and Mobile • No Fixed offer Proximus • Main challenger for Mobile • Sister company of VOO • Fixed offering via • Cable provider in • 30+ MVNOs • Focus in South and Cable wholesale – • International M2M South and Brussels • No Fixed nor Brussels Challenger in Fixed Competence Center of the • Challenger for Fixed Mobile • Own network and Data (only convergent Group hosted by Orange and Mobile network Belgium Center regional coverage contracts to mobile Belgium • Leader for TV in (national through partners) customers) • Challenger South for mobile

Source: Company, broker report, Ondra analysis STRICTLY CONFIDENTIAL 7 11-Feb-21 Key investment highlights Ideal positioning for steady growth

Healthy balance sheet • Limited net financial indebtedness (relative to EBITDAaL and market cap) ✓ • Full asset ownership that could eventually be monetized

Above-market organic growth profile • Track record of market share gain in mobile thanks to competitive pricing ✓ • Acceleration in fixed services through convergent offering, leveraging on mobile customer base

Additional growth potential through M&A • Currently mostly present in mobile, whereas competitors Proximus and Telenet have a larger fixed services customer base and own their fixed infrastructure ✓ • M&A (VOO) would be transformational for Obelix, enabling immediate network access and market share gain in fixed services

Source: Ondra analysis STRICTLY CONFIDENTIAL 8 2. Valuation approach and methodology

STRICTLY CONFIDENTIAL 9 11-Feb-21 Valuation approach and methodology (1/4) Market-standard methodologies for multi-criteria valuation approach

Description Pro’s Con’s Relevance

• Subject to inadequacies • Analogic valuation method and inefficiencies in the • Based on the analysis of a market sample of comparable, • Strict connection to the • Heterogeneity of the peer listed companies and Trading market set – pure comps do not their trading levels High relevance of EBITDAaL comps • Directly observable exist (e.g. in terms of and (EBITDAaL – Capex) • Relies on the assumption geography, business, multiples valuation Revenue multiples less that comparable assets financial profile) relevant due to differences in should trade at • Does not incorporate a cost structures among peers comparable prices P/E ratio also less relevant control premium given heterogeneity of capital structures amoing peers

• Enables to analyse the • Intrinsic valuation of the impact of growth business derived from the trajectory and margin sum of the future development over the • Highly sensitive to distributable cash flows business plan operating, WACC and of the company • DCF EV independent from PGR assumptions Discounted current stock market level • We use Free Cash Flow to Cash Flows • Does not usually Firm, defined as NOPAT + • Relevant for companies with incorporate a control D&A – Capex – Change in significant exposure to premium NWC to compute Enterprise long-term cash flow Value, which we discount generating assets using the company’s WACC • Useful if pure trading comps do not exist

Sources: Ondra analysis STRICTLY CONFIDENTIAL 10 11-Feb-21 Valuation approach and methodology (2/4) Market-standard methodologies for multi-criteria valuation approach

Description Pro’s Con’s Relevance

• Analogic valuation method • Subject to inadequacies and inefficiencies in the • Based on the analysis of a • Incorporate a takeover market sample of comparable premium, consistent with deals, and their • Transactions may result Transaction the approach of the transaction multiples from different strategic comps Obelix deal rationale • Relies on the assumption • Directly observable that comparable assets valuation • Limited disclosure may limit should be transacted at the reference spectrum (e.g. comparable prices in case of private deals)

• Meaningful value creation potential as Tower assets trade at a significant • Beside valuing Obelix as a premium vs. telco operators standalone business, we • Strong assumptions on Sum of the also allocate a fair market • Asset monetization unit price and yield given Parts: value to its Tower assets strategy consistent with limited disclosure peers, not only for mobile “OpCo + • Analogic valuation based on • Value would be unlocked towers but also FTTH TowerCo” a unit price derived from only if the assets are network (e.g. recent precedent Tower deals in effectively disposed announcement of Orange Western Europe Concession’s 50% stake disposal to a consortium of investors)

Sources: Ondra analysis STRICTLY CONFIDENTIAL 11 11-Feb-21 Valuation approach and methodology (3/4) Excluded methodologies as not relevant for Obelix

Description Pro’s Con’s Relevance

• Subject to the company’s • Intrinsic valuation of the dividend policy equity derived from the • Consistent with the • Sensitive to the rate sum of the future perspective of a minority dividends paid by the retained for discounting Dividend shareholder company to stockholders dividends Discount • Relevant for mature • Requires deep Model • Future dividends are companies with understanding of net cash discounted back to their sustainable cash flows flows, including capital present value and dividends structure and cost of debt • Strictly minority approach

• Relevant for mature companies with sustainable cash flows • Highly sensitive to • Intrinsic valuation of the operating, leverage and company based on the • Consistent with the cost of debt assumptions company’s business plan approach of a financial • Does not usually Leveraged a target investment sponsor incorporate a control Buy-Out Internal Rate of Return • Enables to analyse the premium • Future dividends are impact of growth discounted back to their trajectory and margin • Not relevant for strategic present value development buyers whose leverage is capped • LBO EV independent from current stock market level

Sources: Ondra analysis STRICTLY CONFIDENTIAL 12 11-Feb-21 Valuation approach and methodology (4/4) Summary of assumptions

Ondra has performed a valuation analysis of Obelix (the Company) exclusively based on: (i) Public data published by the Company (ii) Market analysts’s reports including projections 1 (iii) Selected public data comprising market environment and trends, industry outlook and recent transactions in the sector. Ondra has not performed an audit of the public information received, and has not received any internal data from the Company nor Orange SA in the context of its valuation exercise

Overall methodology • The report is based on a multi-criteria approach, comprising a variety of methods including (i) market oriented valuation methods such as analysis of precedent transactions and comparison with current trading multiples involving companies having a similar industrial footprint, growth profile, geographic focus and business model, (ii) intrinsic value methods based on capitalized earnings value such as the Discounted Cash Flows method and the “sum-of-the-parts” (or “break-up”, “OpCo + TowerCo”) method, where a (or several) part(s) of a company are valued separately from the rest of the businesses. • In the case of Orange Belgium, as the Company’s major shareholder has filed a tender offer for the portion of shares it does not already own, Ondra has also 2 focused the valuation analysis on the assessment of potential financial synergies between the two groups, in addition to a “standalone” valuation where Orange Belgium’s growth profile and standalone earnings generation capacity are analyzed in the case where the Company has an independent future. • With 53% ownership, Orange already controls Obelix. However, there would be value for Orange to buy-out minority shareholders who have negative control over the company

Reference data • Forecast data based on a sample of 18 research notes regarding Obelix published between 03-Sep and 15-Dec-2020 • Brand fee paid to Orange SA excluded from EBITDAaL and cash flow computation (€15-20m p.a. over the business plan) • Latest available balance sheet on 05-Feb-2021 for Obelix and peers, excluding IFRS 16 liabilities • €0.8bn unrecognized tax assets(1) could potentially be unlocked by Orange SA in Belgium, however timing and feasibility would need to be further 3 assessed in order to be considered in our analysis and have therefore been excluded at this stage • Cash-out related to potential upcoming 5G spectrum auction excluded from our analysis for Obelix and peers given uncertainty on amount and timing, condition and potential positive impact on EBITDA going forward

Assumptions on towers disposal • €300k price per tower based on precedent transactions benchmark, and 5% yield (or 20x EBITDA multiple) seen as conservative valuation reference: TowerCos generally disclose run-rate EBITDAs including synergies (e.g. from increase in tenancy ratio), therefore lowering the disclosed multiple • Increase in WACC from 7.0% (“standalone” case”) to 7.5% WACC (“OpCo + TowerCo”) driven by the increase in business risk of the OpCo: • Evidenced by lower unlevered beta of TowerCos (e.g. Cellnex, INWIT) vs. telco operators 4 • However, no decrease in OpCo trading multiples (backed by empirical evidence) • Meaningful equity value creation from exteriorizing value unrecognized by the market before the transaction • Conservative assumption on Capex for DCF: same amount assumed pre- and post-disposal, even though disposal of TowerCo may reduce capex needs going forward

Sources: Company, Ondra analysis Note: (1) As of 31-Dec-2019, at Belgian subsidiaries other than Orange Belgium STRICTLY CONFIDENTIAL 13 11-Feb-21 Selection of listed peers for Obelix Business model and footprint

Telekom Company Obelix Proximus Telenet NOS Euskaltel Sunrise Tele2 Royal KPN Iliad Austria

Mobile, Cable and TV Telecom and Fixed and Fixed and internet and Mobile, services as Fixed-line and Fixed-line and Fixed-line and TV, internet multimedia: mobile mobile TV services to internet and well as mobile mobile mobile and telephone voice, mobile, telephony, telephony/ Description private clients TV services to internet, fixed services to services to services to services satellite and data and TV internet and B2B and B2C and mobile B2B and B2C B2C and B2C B2C and B2C data networks access wholesalers telephony

Business n.m. fit

Luxembourg Others Others Italy Others Others 5% 1% 19% 8% 31% 42% Country

Belgium Belgium Belgium Portugal Spain Switzerland Sweden Austria Netherlands France 95% 69% 99% 100% 100% 100% 81% 58% 100% 92%

Geo fit with n.m Belgium

Single- country n.m. market fit

Owner of    ✓  ✓ ✓ ✓ Sold to Agreement Sold to JV with ✓ ✓ Sold to towers Cellnex (2020) with Telxius Cellnex (2017) Telenor Cellnex (2019)

✓ ✓ ✓ ✓ ✓ ✓ Majority ✓ 54% 57% 52%  51%  51%  71% 53% shareholder Belgian State Liberty Global ZOPT Liberty Global America Movil Xavier Niel

Sources: Companies, Ondra assessment STRICTLY CONFIDENTIAL 14 11-Feb-21 Selection of listed peers for Obelix Financial performance

Telekom Company Obelix Proximus Telenet NOS Euskaltel Sunrise Tele2 Royal KPN Iliad Austria

Revenues (€m) 1,341 5,687 2,584 1,599 686 1,752 2,736 4,565 5,496 5,332 20-22E 4.1% (0.0%) 1.3% 2.7% 7.0% 2.1% 2.3% 1.5% (0.7%) 12.8% CAGR

EBITDAaL 311(1) 1,870 1,334 641 333 505 916 1,403 2,317 1,654 (€m) 23.2% 32.9% 51.6% 40.1% 48.6% 28.8% 33.5% 30.7% 42.2% 31.0% Margin

EBITDAaL - Capex 120 843 780 267 179 78 679 1,403 1,202 (322) (€m) 8.9% 14.8% 30.2% 16.7% 26.1% 4.5% 24.8% 30.7% 21.9% (6.0%) Margin

Net debt(7) 234 €31.0 2,185 5,632 1,094 1,486 1,309 2,444 2,522 5,148 3,609 (€m) 0.8x weighted 1.2x 4.0x 1.9x 4.5x 2.6x 2.7x 1.8x 2.2x 2.2x Leverage avg.

ARPU(2) (€) 20.5(3) / 75.4(5) 34.7(4) 58.3(5) 43.4(5) 59.5(5) 30.4(3) 21.4(5) 20.2(6) 31.0(3) 17.8(6) Growth (3.3%) / (3.0%) (2.4%) 1.6% (2.8%) (1.4%) (4.5%) (1.8%) 4.9% 0.7% 3.0%

# users(2) (m) 2.6 8.9 7.5 9.9 2.9 4.7 5.1 6.9 6.4 27.0 Growth 2.6% (0.6%) (0.3%) 2.8% (2.9%) 0.4% (0.9%) (3.7%) (0.7%) 11.2%

Financial n.m. fit

Overall fit n.m.

Sources: Companies, based on FY19A figures, Ondra assessment Notes: (1) Adjusted for brand fee – see page 20 for reference, (2) As of 9M FY20A, (3) Mobile only, excluding prepaid, (4) Fixed STRICTLY CONFIDENTIAL 15 services and mobile, excluding prepaid, (5) Fixed services, (6) Home market only, (7) Excluding lease liabilities 11-Feb-21 Benchmarking of Obelix vs. peers Obelix has a strong margin improvement potential

Revenue CAGR 20E-22E Adj. EBITDAaL CAGR 20E-22E

Organic growth in France 11.9% Margin accretive impact of (FTTH, B2B) and Italy (fixed), strategic roadmap and M&A in Poland 18.3%

7.0%

4.1% 2.5% 2.3% 1.8% 1.3% 1.8% 1.5% 5.3% 4.2% 3.6% 2.4% 2.6% 2.5% 2.6% 1.2% 1.1% (0.0%) (0.7%) Obelix Peers' Telekom Obelix Peers' (0.6%) Telenet Telekom median Austria median Telenet Austria Average Adj. EBITDAaL margin 20E-22E Average (Adj. EBITDAaL – Capex) margin 20E-22E

Strong operating leverage due to network ownership, well Capex as a % of sales higher than 51.4% contained labor and SG&A costs 30.3% Obelix, but mostly in line with peers 46.7% 43.7% 40.8% 24.5% 22.3% 35.7% 35.7% 21.4% 33.6% 33.2% 31.5% 33.6% 25.2% 13.6% 12.6% 13.6% 13.5% 10.5% 11.7% 7.3%

Obelix Peers' Obelix Peers' median Telenet Telekom median Telenet Telekom Austria Austria

Sources: public information, broker notes, Factset as of 05-Feb-2021 Note: Obelix’ EBITDAaL adjusted for brand fee – see page 20 for reference STRICTLY CONFIDENTIAL 16 11-Feb-21 SWOT analysis of Obelix Attractive growth profile but still lacking sufficient scale

Strengths Weaknesses

• Among the 3 players operating a 4G/5G license in Belgium, currently • “Mobile pure-play” with limited presence in fixed internet resulting in serving 3.1m customers lower profitability vs. direct competitors Proximus and Telenet • One-stop-shop for B2B services (unified communications, IT • Lower profitability of fixed offering due to absence of proprietary services and collaboration tools) cable infrastructure • Healthy balance sheet and supportive growth trajectory • #2 mobile operator with 33% market share • Fully owned mobile network – sharing agreement with Proximus

Opportunities Threats

• Steady demand in mobile services from customers • Potential entry of a 4th player in the Belgian mobile market • Meaningful market share gain potential in fixed internet through • Further delay in the 5G auction postponing the roll-out of new mobile cross-selling/bundling with existing mobile customer base offering • Well positioned for 5G roll-out, enabling to increase quality of • Voo being acquired by a competitor, limiting headroom to gain service and eventually increase prices (not priced in forecast yet) market share in fixed internet • Voo as potential M&A target to gain access to cable infrastructure • Future capex requirements and grow market share in fixed internet

Chances Risks

• Healthy balance sheet with sufficient headroom to finance • Saturation of a highly competitive market, especially in case of the growth: roll-out of 5G, market share gain in fixed internet and entry of a new mobile player or if consolidation in fixed internet eventually M&A continues • Fully owned mobile network that could be monetized to further • Smaller size vs. competitors due to presence almost exclusively in unlock value mobile, hampering investment capacity

Source: Ondra analysis STRICTLY CONFIDENTIAL 17 11-Feb-21 Overview of comparable transactions Wide range of telecommunication transactions over the last 5 years

Target Services Infrastructure Deal Announ. Buyer Fixed date Name Country Business description Mobile TV Mobile Fixed Majority internet Morgan Stanley IM Dec-20 Tele Columbus Germany Provider of cable network services United Internet ✓ ✓ ✓ Dec-20 Toscafund AM TalkTalk UK Fixed line voice and broadband telecommunications service provider ✓ ✓ ✓ ✓ Sep-20 Patrick Drahi Altice Europe NV Netherlands Provider of cable television, internet, and telecommunications services ✓ ✓ ✓ ✓ ✓ ✓ Sunrise Provider of mobile telephony, fixed network, and Internet services for households and Aug-20 Liberty Global Switzerland Communications business clients ✓ ✓ ✓ ✓ ✓ (1) (1) Jun-20 KKR / Cinven / Providence MasMovil Spain Telecommunications operator offering fixed line, mobile, and internet services ✓ ✓ ✓ ✓ ✓ ✓ Virgin Media / Provider of communications and entertainment services to residential and business May-20 Virgin Mobile / Telefonica (JV) UK Telefonica O2 customers; UK-based provider of integrated mobile, fixed and broadband services ✓ ✓ ✓ ✓ Feb-20 MasMovil Lycamobyle Spain Spain Operator of wireless communication ✓ ✓ Provider of communication, information retrieval, safety and entertainment data Apr-19 Telenor DNA Finland communication services to homes and private customers ✓ ✓ ✓ ✓ ✓ Provider of analog and digital radio and television, broadband internet, fixed network Feb-19 Sunrise Communications UPC Switzerland Switzerland telephony and business application services ✓ ✓ ✓ ✓ ✓ Jul-18 Telia Get / TDC Norway Norway Cable television operator and internet service provider ✓ ✓ ✓ ✓ Jul-18 CK Hutchison Wind Tre Italy Provider of fixed and mobile telecommunications, and data services ✓ ✓ ✓ ✓ Jul-18 Monaco Telecom MTN Cyprus Cyprus Provider of fixed and mobile telecommunications, and data services ✓ ✓ ✓ ✓ ✓ Feb-18 PFA Pension Fund TDC Denmark Fixed internet and mobile service provider, as well as cable TV operator ✓ ✓ ✓ ✓ ✓ ✓ Dec-17 T-Mobile Austria UPC Austria Austria Cable television operator and internet service provider ✓ ✓ ✓ ✓ ✓ Dec-17 Iliad / NJJ Holding eircom Group Ireland Provider of fixed-line and mobile telecommunications services ✓ ✓ ✓ ✓ ✓ Sep-17 Altice Europe NV Altice France France Telecom operator company ✓ ✓ ✓ ✓ ✓ May-17 Euskaltel TeleCable Spain Provider of cable broadcasting and telecommunication services ✓ ✓ ✓ ✓ ✓ Telefonica Mar-17 Telefonica Germany Provider of mobile and fixed-line services providing voice, data and other services Deutschland ✓ ✓ ✓ ✓ Dec-16 Telenet Coditel Brabant Belgium Provider and cable operator in the Brussels-Capital region and in Luxembourg ✓ ✓ ✓ ✓ ✓ ✓ Sep-16 Altice Europe Altice France France Telecom operator company ✓ ✓ ✓ ✓ ✓ Provider of communications solutions including landline telephony, covergence, Jun-16 Tele2 TDC Sverige Sweden broadband solutions, data communications and internet services ✓ ✓ ✓ ✓ ✓ ✓ Jun-16 MasMovil Xfera Moviles Spain Provider of mobile phone services ✓ ✓ ✓ ✓ ✓ Quadruple play provider offering fixed and mobile services as well as digital TV and May-16 Tunisia Telecom GO Malta home internet ✓ ✓ ✓ ✓ ✓ ✓ Apr-16 MasMovil Pepemobile Spain Provider of mobile phone services ✓ ✓ Sunrise Provider of mobile telephony, fixed network, and Internet services for households and Mar-16 Freenet Switzerland Communications business clients ✓ ✓ ✓ ✓ Apr-15 Telenet BASE Company Belgium Provider of mobile telephony, digital TV, Internet, and fixed telephony solutions ✓ ✓ ✓ ✓ ✓ Feb-15 BT Group EE UK Operator of mobile network and provider of internet services ✓ ✓ ✓ ✓ ✓ ✓

✓ Precedent transactions retained based a sample of target companies active in mobile and fixed internet ✓ Mix of majority and minority deals (respectively top and bottom of valuation range) to highlight control premium

Sources: Companies, Mergermarket, Ondra analysis Note: (1) Excluded from average/median calculation as Polygon is currently involved in a legal dispute for this transaction STRICTLY CONFIDENTIAL 18 11-Feb-21

3. Valuation analysis

STRICTLY CONFIDENTIAL 19 11-Feb-21 Overview of brokers’ consensus for Obelix – Reference data Brokers forecast steady growth in EBITDA

1,519 1,468 1,491 1,392 1,425 • 12 brokers within consensus until Revenues (€m) 1,341 1,315 1,298 5.8% 2022E 3.3% (1.9%) 2.4% 3.0% 1.9% Growth % 1.6% • Only 2 beyond

FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F

347 355 368 370 376 311 339 • Reported EBITDA provided by 3 259 brokers adjusted for IFRS 16 to Adjusted reflect EBITDAaL EBITDAaL (€m) (1) 23.2% 25.8% 24.9% 24.9% 25.1% 24.8% 24.7% • Adjustment of €10.7m in FY19A 19.9% and €15-18m p.a. from FY20E for Margin % the brand fee paid to Orange FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F • 11 brokers until 2022, 3 until 2025

• 9 brokers until 2022, and 2 beyond 216 213 209 200 199 Capex (€m) 179 180 180 • Spectrum capex not retained in valuation due to uncertainty on timing, amount and EBITDAaL As a % of revenues 15.5% 13.8% 13.4% 13.7% 15.0% 14.2% 13.4% 13.1% impact (only 1 broker forecasts an FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F additional capex related to spectrum)

136 140 120 123 124

• Free cash flow computed as NOPAT Free cash flow (€m) n.r. – Capex – Change in NWC

FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F

Sources: public information, broker notes Note: (1) €10.7m for 8 months in FY19A as Obelix was exempted of brand fee before May-2019 STRICTLY CONFIDENTIAL 20 11-Feb-21 Valuation level of selected trading comps At offer price, trading multiples of Obelix remain below peers…

Market cap EV EV / Revenues EV / EBITDAaL EV / (EBITDAaL - Capex) P / E Company €m €m 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E

(1) Obelix 1,339 1,557 1.18x 1.12x 1.09x 4.6x 4.5x 4.4x 9.8x 11.9x 11.0x 23.0x 19.2x 16.9x

5,560 8,390 1.52x 1.51x 1.52x 4.6x 4.5x 4.4x 10.6x 12.6x 13.1x 10.1x 10.2x 10.1x

Telenet 3,878 8,945 3.46x 3.40x 3.37x 6.7x 6.6x 6.6x 11.5x 11.4x 10.9x 10.4x 10.2x 10.0x

Average Belgian peers 2.49x 2.46x 2.44x 5.6x 5.6x 5.5x 11.0x 12.0x 12.0x 10.3x 10.2x 10.1x

1,622 3,009 4.34x 4.08x 3.79x 9.0x 8.8x 8.3x 18.5x 19.1x 17.2x 22.5x 20.0x 17.7x

4,625 6,061 3.44x 3.37x 3.32x 10.6x 10.1x 9.8x 35.3x 19.5x 24.2x 45.9x 45.3x 25.7x

7,786 9,425 3.59x 3.48x 3.43x 10.3x 9.9x 9.3x 14.6x 14.6x 13.7x 10.6x 18.8x 17.0x Austria 4,265 6,906 1.53x 1.51x 1.49x 4.9x 4.8x 4.7x 11.5x 11.7x 10.4x 10.7x 10.0x 9.3x Telekom 11,025 16,218 3.07x 3.12x 3.12x 7.0x 7.2x 7.1x 13.8x 15.1x 14.6x 22.2x 19.2x 16.2x

9,221 11,543 2.02x 1.74x 1.62x 6.4x 5.2x 4.5x n.m. 19.1x 15.7x 33.6x 25.0x 17.0x

(2) 1,506 2,273 1.67x 1.62x 1.59x 4.1x 4.0x 3.9x 13.4x 19.4x 11.1x 14.9x 11.5x 10.4x

Average all peers (incl. Belgian) 2.74x 2.65x 2.58x 7.1x 6.8x 6.5x 16.1x 15.8x 14.6x 20.1x 18.9x 14.8x

Median all peers (incl. Belgian) 3.07x 3.12x 3.12x 6.7x 6.6x 6.6x 13.6x 15.1x 13.7x 14.9x 18.8x 16.2x

(3) 27,655 64,669 1.53x 1.52x 1.50x 5.0x 5.0x 4.8x 11.5x 11.8x 10.6x 9.6x 9.7x 8.9x

• Even if share price has adjusted to Orange’s offer price, Obelix is still trading at a significant discount vs. Belgian and wider European peers

Sources: public information, broker notes, Factset as of 05-Feb-2021 Notes: EV based 1M VWAP and latest reported financials, (1) Obelix’ EBITDAaL adjusted for brand fee, (2) Lower multiples due to STRICTLY CONFIDENTIAL 21 current dispute involving the company’s key shareholder (26% of capital seized by Lisbon Criminal Court) and potential entry of a 4th telco player, (3) Orange for reference only 11-Feb-21 Operating performance of selected trading comps … as the company’s margin are below average, despite higher growth prospects

Revenues EBITDAaL Revenue growth EBITDAaL margin EBITDAaL - Capex margin ARPU  Users  Churn Company 20E, €m 20E, €m 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E Q3 YTD Q3 YTD Q3 YTD

(1) Obelix 1,315 339 (1.9%) 5.8% 2.4% 25.8% 24.9% 24.9% 12.1% 9.4% 9.9% (3.1%) 2.6% n.a.

5,536 1,841 (2.6%) 0.2% (0.2%) 33.2% 33.4% 34.1% 14.3% 12.0% 11.6% (2.4%) (0.6%) 11.9%

Telenet 2,583 1,333 (0.0%) 1.8% 0.9% 51.6% 51.2% 51.4% 30.2% 29.9% 30.9% 1.6% (0.3%) 8.8%

Average Belgian peers (1.3%) 1.0% 0.3% 42.4% 42.3% 42.7% 22.3% 20.9% 21.2% (0.4%) (0.4%) 10.4%

694 333 1.2% 6.3% 7.7% 48.0% 46.6% 45.5% 23.5% 21.3% 22.1% (1.4%) 2.9% n.a.

1,761 574 0.8% 2.2% 1.5% 32.6% 33.4% 33.8% 9.7% 17.3% 13.7% (4.5%) 0.4% 13.5%

2,626 914 (4.0%) 3.1% 1.5% 34.8% 35.3% 36.9% 24.6% 23.8% 25.1% (1.8%) (0.9%) n.a. Austria 4,508 1,407 (1.3%) 1.5% 1.6% 31.2% 31.3% 31.9% 13.4% 12.9% 14.2% 4.9% (3.7%) 1.4% Telekom 5,275 2,320 (4.0%) (1.3%) (0.1%) 44.0% 43.1% 44.1% 22.2% 20.7% 21.3% 0.7% (0.7%) n.a.

5,704 1,816 7.0% 16.2% 7.8% 31.8% 33.5% 35.6% 2.6% 9.1% 10.3% 3.0% 11.2% n.a.

1,360 557 (14.9%) 2.9% 2.1% 40.9% 40.7% 40.9% 12.5% 8.4% 14.4% (2.8%) 2.8% n.a.

Average all peers (incl. Belgian) (2.0%) 3.6% 2.5% 38.7% 38.7% 39.3% 17.0% 17.3% 18.2% (0.3%) 1.2% 8.9%

Median all peers (incl. Belgian) (1.3%) 2.2% 1.5% 34.8% 35.3% 36.9% 14.3% 17.3% 14.4% (1.4%) (0.3%) 10.4%

(2) 42,229 12,847 (0.0%) 0.9% 1.0% 30.4% 30.6% 31.0% 13.3% 12.8% 14.1% (0.6%) 3.6% 13.0%

• Obelix outperforms the Belgian and European peers in terms of growth – it manages to capture market share and grow revenues in a very mature market • However, Obelix’s margins are lagging behind due to its mobile focus and smaller scale vs. key competitors and peers

Sources: public information, broker notes, Factset as of 05-Feb-2021 Note: (1) Obelix’ EBITDAaL adjusted for brand fee, (2) Orange for reference only STRICTLY CONFIDENTIAL 22 11-Feb-21 Despite the recent jump to offer price, Obelix share price and multiples are still below their historical, pre-2014 levels

Obelix share price has decorrelated from Orange since 2014, and underperformed over the last 10 years

60 Share price, rebased to Obelix (€) Obelix volume (m) 2.5 Obelix Orange (rebased)

50 2.0 40 1.5 30 FY 2016: Dividend Max: 17-Aug-18 reinitiated (€0.5 p.s.) H1 2013: Profit warning, (+225%) 1.0 20 dividend suspension

10 European debt crisis: growth Challenging operating & financial 0.5 slowdown, margin erosion and rising perfomance: limited growth prospects, 02-Dec-2020: Takeover interest rates below-peer margins offer from Orange

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At offer price, EV / EBITDA FY+1 of Obelix remains below Orange and peers

EV / EBITDA FY+1 Obelix Orange Belgian peers All peers 9.0x 8.0x 7.0x 6.0x 5.0x 4.0x 3.0x

2.0x

Feb-20 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 Feb-21

Nov-15 Nov-11 Nov-12 Nov-13 Nov-14 Nov-16 Nov-17 Nov-18 Nov-19 Nov-20

Aug-11 Aug-20 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-18 Aug-19

May-16 May-11 May-12 May-13 May-14 May-15 May-17 May-18 May-19 May-20 Sources: Factset as of 05-Feb-2021 Note: Multiple adjusted for IFRS 16 implementation (since Jun-2019), Obelix EBITDAaL not adjusted for brand fee STRICTLY CONFIDENTIAL 23 11-Feb-21 Regression analysis Multiples appear quite correlated to EBITDAaL growth

Correlation of FY21F EBITDAaL multiple with FY20F-FY22F EBITDAaL CAGR…

11x Bubble size represents EV (€bn) 6.1 10x 9.4 9x 3.0 8x Telenet 16.2 7x 8.9 6x R² = 0.2597 5x 6.9 8.4 1.6 Towers owned Austria 4x Belgique 2.3 Towers leased Telekom 3x (1.0%) (0.5%) - 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0%

… but no link with revenue growth, ARPU growth and EBITDAaL margin

FY20F-FY22F revenue CAGR vs. EV / EBITDAaL FY21F 9M FY20A ARPU growth vs. EV / EBITDAaL FY21F FY20-22F EBITDAaL margin vs. EV / EBITDAaL FY21F

12x 12x 12x 10x 10x 10x 8x 8x 8x 6x 6x 6x 4x Belgique 4x 4x R² = 0.0598 2x R² = 0.0363 2x Belgique 2x R² = 0.0547 0x 0x 0x (2.0%) 0.0% 2.0% 4.0% 6.0% 8.0% (6.0%) (1.0%) 4.0% 9.0% 30.0% 35.0% 40.0% 45.0% 50.0% 55.0%

Sources: broker notes, Factset as of 05-Feb-2020 Notes: EV based 1M VWAP and latest reported financials, Analysis excludes Iliad (outlier) STRICTLY CONFIDENTIAL 24 11-Feb-21

Comparable transactions point towards 7-8x EBITDA multiple

Target Transaction metrics (€m) Multiples Announ. Buyer (1) EV / date Name Country Stake Price Premium EV EV / EBIT EBITDA Morgan Stanley IM Dec-20 Tele Columbus Germany 70.1% 1,695 13.2% 1,819 8.5x 60.6x United Internet Dec-20 Toscafund AM TalkTalk UK 70.5% 1,697 6.6% 2,062 4.7x 9.4x Sep-20 Patrick Drahi Altice Europe NV Netherlands 50.7% 32,187 61.1% 35,339 4.5x 13.2x Key considerations Aug-20 Liberty Global Sunrise Switzerland 100.0% 6,086 27.6% 6,086 11.1x 57.8x Jun-20 KKR / Cinven / Providence MasMovil Spain 100.0% 2,964 55.1% (2) 4,278 8.2x(2) 17.0x (2) Virgin Media / May-20 Virgin Mobile / Telefonica (JV) UK 100.0% 11,484 35,882 8.5x Telefonica O2 Feb-20 MasMovil Lycamobyle Spain Spain 100.0% 361 361 8.1x • Analysis of precedent Apr-19 Telenor DNA Finland 100.0% 2,761 7.4% 3,368 11.4x transactions in the Feb-19 Sunrise Communications UPC Switzerland Switzerland 100.0% 5,537 5,537 9.9x European Jul-18 Telia Get / TDC Norway Norway 100.0% 2,224 2,224 12.4x telecommunication sector Jul-18 CK Hutchison Wind Tre Italy 50.0% 2,450 16,264 7.7x suggests a valuation range of Jul-18 Monaco Telecom MTN Cyprus Cyprus 100.0% 260 8.0x Feb-18 PFA Pension Fund TDC Denmark 100.0% 5,481 34.1% 8,113 7.3x 7-8x EBITDA Dec-17 T-Mobile Austria UPC Austria Austria 100.0% 1,900 9.5x Dec-17 Iliad / NJJ Holding eircom Group Ireland 64.5% 2,994 3,500 6.7x Sep-17 Altice Europe NV Altice France France 4.1% 633 9.7% 31,701 9.4x 33.2x • Distinction between majority May-17 Euskaltel TeleCable Spain 100.0% 670 10.3x (top of the valuation range) Mar-17 Telefonica Telefonica DE Germany 6.0% 745 (0.5%) 13,557 6.6x and minority deals (bottom of Dec-16 Telenet Coditel Brabant Belgium 100.0% 369 369 7.2x the range) as the latter do not Sep-16 Altice Europe Altice France France 22.3% 2,468 2.6% 26,210 6.8x 28.0x

Jun-16 Tele2 TDC Sverige Sweden 100.0% 293 7.3x integrate a control premium

Jun-16 MasMovil Xfera Moviles Spain 100.0% 612 7.4x May-16 Tunisia Telecom GO Malta 65.4% 190 (17.5%) 385 7.4x • Obelix’s current shareholding Apr-16 MasMovil Pepemobile Spain 100.0% 158 12.1x structure suggests that a Mar-16 Freenet Sunrise Switzerland 23.8% 713 11.0% 4,463 8.1x 34.1x Apr-15 Telenet BASE Company Belgium 100.0% 1,325 1,325 8.9x control premium should be Feb-15 BT Group EE UK 100.0% 16,810 16,463 7.6x paid to acquire the company Majority deals Average 18.9% 8.5x 35.3x Median 20.4% 8.1x 17.0x

Minority transactions Average 5.7% 7.7x 31.8x Median 6.2% 7.7x 33.2x

Sources: Mergermarket Note: (1) Offer price premium vs. pre-rumour price, (2) Based on pre-rumour price as of 04-Apr-2020, excluded from average/median STRICTLY CONFIDENTIAL 25 calculation as Polygon is currently involved in a legal dispute for this transaction 11-Feb-21 “As-is” intrinsic (DCF) valuation of Obelix yields a €2.1-2.7bn EV, or €32-41 Equity Value per share

Business plan Key assumptions

Historicals Brokers' consensus Extrapolations TY 1• Linear ramp-down to 1.25% PGR €m, 31-Dec FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F FY26F FY27F FY28F FY29F FY30F between FY26F and FY30F • Linear ramp-up to 25% margin Revenues 1,298 1,341 1,315 1,392 1,425 1,468 1,491 1,519 1,545 1,570 1,594 1,616 1,636 1,656 2 1 % growth 4.6% 3.3% (1.9)% 5.8% 2.4% 3.0% 1.6% 1.9% 1.7% 1.6% 1.5% 1.4% 1.3% between FY26F and FY30F, normative margin corresponding to Adj. EBITDAaL 259 300 339 347 355 368 370 376 383 390 397 403 409 414 % margin 19.9% 22.4% 25.8% 24.9% 24.9% 25.1% 24.8% 24.7% 24.8% 24.8% 24.9% 24.9% 25.0% 2 25.0% FY20F level (-) D&A (215) (255) (269) (251) (252) (235) (242) (239) (243) (247) (250) (254) (257) (260) • D&A assumed flat at FY25F level 3 3 as a % of revenues(16.6)% (19.0)% (20.5)% (18.0)% (17.7)% (16.0)% (16.2)% (15.7)% (15.7)% (15.7)% (15.7)% (15.7)% (15.7)% (15.7)% (per broker consensus) EBIT 43 45 69 96 103 132 128 137 140 143 146 149 152 154 • CIT for Belgium: 28% base rate and % margin 3.3% 3.3% 5.3% 6.9% 7.2% 9.0% 8.6% 9.0% 9.1% 9.1% 9.2% 9.2% 9.3% 9.3% 4 2% surcharge (since 2019) CIT rate 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 4 29.6% 5• Capex assumed flat at FY25F level (-) CIT (28) (30) (39) (38) (41) (42) (42) (43) (44) (45) (46) (+) D&A 251 252 235 242 239 243 247 250 254 257 260 (per broker consensus) (-) Capex (216) (213) (209) (200) (199) (202) (206) (209) (212) (214) (217) • No change in working capital 5 6 as a % of revenues (15.5)% (15.0)% (14.2)% (13.4)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% during extrapolation horizon – (-) Change in NWC 17 12 4 4 4 - - - - - 6 brokers forecast NWC gain from Free Cash Flow 120 123 124 136 140 139 142 145 147 150 152 FY21F to FY25F Discount factor 0.97 0.91 0.85 0.79 0.74 0.69 0.65 0.60 0.56 0.53 7 7• 7.0% WACC, in line peers and Discounted Free Cash Flow 112 111 105 108 103 96 92 88 83 79 brokers for Obelix

EV sensitivity to WACC, PGR and normative margin EqV(1) p.s. to WACC, PGR and normative margin

WACC WACC WACC WACC €m 6.0% 6.5% 7.0% 7.5% 8.0% €m 6.0% 6.5% 7.0% 7.5% 8.0% € 6.0% 6.5% 7.0% 7.5% 8.0% € 6.0% 6.5% 7.0% 7.5% 8.0% 0.75% 2,647 2,418 2,226 2,062 1,921 24.0% 2,695 2,445 2,238 2,065 1,917 0.75% 40.5 36.7 33.5 30.8 28.4 24.0% 41.3 37.2 33.7 30.8 28.4 1.00% 2,747 2,499 2,293 2,118 1,968 24.5% 2,776 2,516 2,302 2,121 1,968 1.00% 42.2 38.1 34.6 31.7 29.2 24.5% 42.7 38.4 34.8 31.8 29.2

1.25% 2,857 2,588 2,365 2,178 2,019 25.0% 2,857 2,588 2,365 2,178 2,019 1.25% 44.1 39.6 35.8 32.7 30.1 25.0% 44.1 39.6 35.8 32.7 30.1 PGR PGR 1.50% 2,980 2,685 2,444 2,243 2,073 25.5% 2,939 2,659 2,428 2,234 2,069 1.50% 46.1 41.2 37.2 33.8 31.0 25.5% 45.4 40.8 36.9 33.7 30.9

1.75% 3,117 2,793 2,530 2,313 2,131 margin Normative 26.0% 3,020 2,730 2,491 2,291 2,120 1.75% 48.4 43.0 38.6 35.0 31.9 margin Normative 26.0% 46.8 41.9 38.0 34.6 31.8

Sources: public information, broker notes, Ondra analysis Note: (1) Based on €218m adjusted net debt, EBITDAaL adjusted for brand fee STRICTLY CONFIDENTIAL 26 11-Feb-21 “As-is” multi-criteria valuation of Obelix shows a significant premium to Orange’s offer price of €22 per share

Implied FY20A Implied FY21E Valuation method Equity value per share (€) adj. EBITDAaL x adj. EBITDAaL x Min Max Min Max "As-is" (1) €28.6: LTx(2) FY+1 of Obelix applied to Adj. EBITDAaL FY22F Trading comps 5.7x 7.0x 5.6x 6.8x Adj. EBITDAaL 28.7 35.7

Trading comps 4.6x 6.1x 4.5x 6.0x (4) Adj. EBITDAaL - Capex 22.6 31.0

€22.0: offer from Transaction comps Orange on 41.0 45.7 7.9x 8.7x 7.7x 8.5x €16.2: share price 02-Dec-20 on 01-Dec-20 Discounted Cash Flow 31.7 41.2 6.3x 7.9x 6.1x 7.7x

Minority approach Majority approach Intrinsic approach Obelix “as is” equity value per share(3) (€)

+~60%

12-13

34-35 22

Orange's offer Upside from multi-criteria analysis Obelix "as-is" value Sources: public information, broker notes, Factset as of 05-Feb-2021, Ondra analysis Notes: (1) Equity Value based on €218m adjusted net debt, (2) Since 2007, EBITDAaL adjusted for brand fee, (3) Based on average STRICTLY CONFIDENTIAL 27 of retained valuation methodologies, (4) FY21F Capex negative impact of €6-10 per share due to the roll-out of Proximus network sharing agreement (c.€30-40m), with EBITDAaL benefits not yet included in forecasts 11-Feb-21

4. Analysis of upside from potential towers disposal

STRICTLY CONFIDENTIAL 28 11-Feb-21

Sizeable value could be unlocked if Obelix decides to sell its tower assets

Strong appetite of … supported by operators’ strategy … yielding substantial value Tower investors… to optimize infrastructure… creation for shareholders

• Emergence of TowerCos both in Europe and • Most European telecommunication operators • Disposal of tower assets at higher multiples in the US are currently implementing their than current trading of selling operators tends • Numerous transactions over the last decade TowerCo/FiberCo strategy to unlock value for shareholders • Investors keen to pay high multiples (20-25x • Such strategy enables to: EBITDA) to acquire tower assets ✓ Optimize operating costs (e.g. through Examples of equity value creation increasing tenancy ratio) from tower disposals ✓ Save capex (e.g. through sharing Key tower investors active in Europe expenditures with financial partners) Equity Share price ✓ Exteriorize a market value for the tower or Seller value reaction(1) FTTH infrastructure assets creation(2)

• Belgium is among the only countries where Jan-21 +18.6% €3.4bn operators have not yet engaged in such strategy for the tower assets Jul-19 +12.9% €5.0bn

Jun-19 +23.2% €1.6bn

May-19 +12.8% €0.7bn

✓ Numerous tower portfolio transactions between operators and infrastructure investors over the last decade ✓ Sizeable value creation potential for telecommunication operators’ shareholders due to tower investors’ appetite ➔ Relevant to pursue a break-up analysis (Sum-of-the-Parts) of Obelix as part of the valuation of the company

Source: Companies, Ondra analysis, Factset as of 05-Feb-2021 Note: (1) Share price post-announcement vs. 3M VWAP, (2) Equity value post-announcement vs. 3M VWAP STRICTLY CONFIDENTIAL 29 11-Feb-21

Monetization of infrastructure is at heart of Orange’s strategic roadmap

Sizeable Tower portfolio in EU Orange is implementing its “Engage 2025” strategy announced in 2019 ready for monetization

Clear strategy to optimize infrastructure Recent example: sale of Concessions 17.1 # of towers owned by Orange (k)

• Strategic roadmap presented by Orange in • On 22-Jan-2021, Orange announced that it had Dec-2019 reached an agreement with Banque des Territoires (CDC), CNP Assurances and EDF €6.1bn illustrative broker valuation • Includes a set of initiatives to optimize the (at 17x EBITDA)(1) Group’s infrastructure Invest to sell a 50% stake in Orange Concessions as part of the Engage 2025 • FiberCos to be created in France (Orange strategy Concessions), Spain and Poland • Orange Concessions has been attributed 23 7.1 • View towards consolidating towers into a public initiative networks corresponding to single pan-European TowerCo 4.5m premises in French rural areas, of which 5.2 • TowerCo could be monetized through IPO or 3.3m are to be built 3.6 3.1 outright sale to retain control, provide visibility • Implied valuation from the transaction of €2.7bn 1.8 1.5 on valuation, enhance financial flexibility, and (100%) limit FCF dilution 0.2 • Cash proceeds of €1.5bn, of which €0.4m • 1,500 non-strategic sites in Spain already shareholder loan reimbursement FRA SPA POL ROM BEL SLK MLD LUX sold to Cellnex in Dec-2019

Key objectives of the TowerCo: Key benefits for Orange include: ✓ Sizeable portfolio of 40k towers in Europe, • Improve operational efficiency and ✓ Exteriorization of a market value for FTTH of which 3,300 in Belux optimize capex infrastructure, sold at a premium to current ✓ Highly attractive to investors given scale, • Increase tower colocation rate but retain trading levels scarcity of EU listed tower portfolios and competitive advantage ✓ Sharing capex with financial partners Orange as anchor tenant • Better highlight the quality and value of (deconsolidation) ✓ Minority shareholders of Obelix should the assets ✓ Call option to regain control/re-consolidate in benefit from value creation potential of the future Obelix tower assets

Source: Company, brokers Note: (1) Bank of America (note on Orange), published on 26-Jan-2021 STRICTLY CONFIDENTIAL 30 11-Feb-21 Extract from Q4 2020 earnings call (05-Feb-2021) Key answers from Management to Analysts regarding questions on towers monetization

On management’s strategy regarding towers Monetization remains possible for the JV partners

“Coming back to tower and the RAN sharing agreement with “So, we have seen plenty of tower deals over recent Proximus (…), should you or Proximus wish to dispose months. I think they all point to very high valuation your towers as discussed previously, how realistic is multiples, which is not reflected in the bid price, if you ask such me. So, I’m wondering how Orange is looking at that: how a wish from a legal standpoint, especially if Proximus is that reflected in the offer price?” E. Carlier D. Burns doesn't sell its stake?”

“I think we've already answered the question earlier. So, “For the disposal of our towers, yes, legally, but I'm not sure what I've said is we're not having any site cell transaction. I understand all the question. But legally, yes, we can We are focused on the way we are going to implement the dispose of our towers, and Proximus also in the current RAN sharing agreement with Proximus within our JV.” contract between Proximus and Orange.” X. Pichon A. Castille CEO CFO(1) E. Carlier “Yes. But even then, I think the value of the mobile towers is there and needs to be reflected in the offer, and I have difficulties in seeing this.”

X. Pichon “Could be your position. It's not ours so far, and you CEO know that we are in this specific condition within Belgium (…) with RAN sharing, so it's a bit different. But as I said, we do not have any projects on that side so far.”

• Despite analysts’ insistence on the topic, Management did not • The JV agreement with Proximus allows each shareholder to comment on potential tower monetization strategy eventually dispose their towers

Source: Company, Factset as of 05-Feb-2021 Note: (1) Until March 2021 STRICTLY CONFIDENTIAL 31 11-Feb-21 Precedent transactions show significant equity value uplift on announcement of towers’ disposal

Seller Deal metrics Equity value creation

EV (€m)(1) Deal value (€m) Share price Name Buyer # towers €m(2) EBITDA x EBITDA x reaction(2)

74,549 7,700 Jan-2021 30,700 +18.6% 3,425 5.4x 30.8x

97,219 5,270 Jul-2019 11,000 +12.9% 5,034 Italy 6.4x 24.0x

11,570 1,500 Jun-2019 10,100 +23.2% 1,628 Germany 4.8x 23.0x

16,375 2,877 May-2019 8,200 +12.8% 691 8.4x 14.4x

✓ Telecom operator investors do recognize the benefits of selling Tower assets ✓ Analysis of precedent Tower deals shows that significant equity value can be unlocked immediately post-announcement of the transaction ✓ Value creation can be explained by the gap between operators’ and towers’ multiples, the latter being sold at significantly higher multiples, without having significantly impacted the selling operator’s multiple (no obvious derating)

Sources: public information, broker notes, Factset as of 18/01/2021 Note: (1) Before announcement, (2) Share price post-announcement vs. 3M VWAP STRICTLY CONFIDENTIAL 32 11-Feb-21 The Belgian tower market appears particularly attractive to investors Consolidated market of 10k towers owned by the 3 Belgian operators

Key considerations on the Belgian Tower market Tower ownership is concentrated around 3 operators

• Dismantling of up to 2k towers expected by 2024E as Obelix and 2019 2025E Proximus signed a network sharing agreement to streamline operating costs and save capex related to their 5G roll-out • 50-50 JV announced in Jul-2019, currently facing antitrust dispute Proximus Telenet 38% Telenet from Telenet – Obelix and Proximus currently allowed to further work 31% on the project 36% • Telenet may need to increase quality of service, which could 10k 8.5k eventually be funded by asset sale units units

Attractive market not yet penetrated by Tower investors: ✓ Large portfolios available (3,000-4,000 units) Obelix Obe-Prox JV ✓ Expected increase in tenancy ratio 31% 64%

# of towers expected to decline and tenancy ratio to increase due to the Proximus/Obelix agreement

Expected drop in # of towers Increase in tenancy ratio

# of towers (k) YoY growth # of MNO tenants (k) YoY growth 10.0 4% 16.0 9% 14.0 8% 8.0 2% 12.0 7% 6% 0% 10.0 6.0 5% (2%) 8.0 4% 4.0 6.0 (4%) 3% 4.0 2% 2.0 (6%) 2.0 1% 0.0 (8%) 0.0 0% 19 20E 21E 22E 23E 24E 25E 26E 27E 28E 29E 30E 19 20E 21E 22E 23E 24E 25E 26E 27E 28E 29E 30E Source: Companies, broker, public information STRICTLY CONFIDENTIAL 33 11-Feb-21 As an example, Cellnex may have an interest in acquiring Obelix Tower assets

Belgian towers would fit with Cellnex strategy Cellnex currently trades at high multiples

FY18A FY19A FY20F FY21F FY22F • Largest independent TowerCo in Europe with 73k sites and €23bn market cap as of 05-Feb-2021 Operating metrics • Strong track record of growth, from 7k to 120k sites since 2014 Revenues 898 1,031 1,605 2,103 2,633 Growth 13.8% 14.8% 55.7% 31.0% 25.2% • Raised €4bn equity in Jul-2020 to finance growth projects via acquisition, and plans to raise €7bn in Spring 2021 EBITDA 591 686 1,164 1,566 2,017 Margin 65.8% 66.5% 72.5% 74.5% 76.6% • €7bn out of up to €18bn pipeline of market opportunity already EBIT 113 142 233 316 471 executed Margin 12.5% 13.8% 14.5% 15.0% 17.9% • Interested in large portfolio transactions as evidenced by the Valuation recent acquisition of c.25k towers from CK Hutchison (Nov-2020) EV / Revenues 17.34x 13.23x 10.57x • Already present in Belgium’s neighbor countries: France and the EV / EBITDA 23.9x 17.8x 13.8x Netherlands EV / EBIT 119.4x 88.1x 59.1x Share price has almost quadrupled since IPO, Broad footprint in Europe but is currently lagging 62.0 Share price (€) Volume (m) 100 Perf. IPO 5Y 3Y 2Y 1Y 6M 3M 1M 90 ✓ Up to 120k sites 52.0 Cellnex 282.2% 274.5% 171.8% 139.4% 14.1% (7.1%) (15.2%) (5.4%) in Europe (as of 80 70 Feb-2021), of 42.0 which up to 21k 60 to be deployed 32.0 50 through BTS 40 ✓ Impressive track 22.0 record of 30 20 growth: 17x vs. 12.0 2014 10 2.0 0 May-15 May-16 May-17 May-18 May-19 May-20 Source: Company, FactSet as of 05-Feb-2021 STRICTLY CONFIDENTIAL 34 11-Feb-21 Case study Cellnex recently announced a deal with Altice in France

Background ✓ On 03-Feb-2021, Cellnex announced the acquisition of 10,500 sites from Hivory (TowerCo co-owned by Altice France and KKR) 50.01% 49.99% 100% ✓ Portfolio valued at €5.2bn (21.7x upfront EBITDA), with a €900m capex 1 commitment to roll-out additional 2,500 sites over the next 8 years

Rationale 1 / ✓ Unlocking value for all palyers as Cellnex will improve economies of scale in the French market (c.27k sites in total) ✓ Long-term agreements with 3 anchor tenants 2 ✓ Significant opportunities for synergies due to tower rationalization (e.g. decommissioning of 2 overlapping towers) and increase in tenancy ratio 3 /

Long-term partnership agreement between Cellnex and Altice ✓ New Master Service Agreement with an initial term of 18 years, to be extended for subsequent 5-year periods ✓ 2% fixed fee escalator, all-or-nothing renewal clause, undefined maturity ✓ Initial customer ratio of 1.3x allowing for future organic growth 3 ✓ Contracted decommissioning program and BTS optimization program

€7bn rights issue scheduled in Spring 2021 ✓ Following approval from Cellnex’s AGM expected in late March, up to €7bn rights issue to be executed ✓ Additional €10bn banking facility available under the form of DCM bridge and various Term Loan tranches to diversify maturity 4 ✓ Targeted pipeline of up to €18bn, of which €7bn have already been committed

Source: Companies, brokers STRICTLY CONFIDENTIAL 35 11-Feb-21 Monetization of Towers may represent up to c.€1bn of immediate cash-in vs. a loss in EBITDA of up to c.€50m p.a.

Overview of precedent Tower transactions Illustrative valuation of Obelix Towers

Target Transaction metrics (€m) Ann. Price / Buyer Seller Tenancy EV / date Country # towers EV (€m) tower EBITDA yield ratio EBITDA (€k) 5% assumption Feb-21 Cellnex Altice France 10,500 5,200 495 240 21.7x €990m Jan-21 AT Telefonica SPA/GER 30,700 7,700 251 250 1.30x 30.8x preliminary Nov-20 Cellnex CK Hutch. Europe 24,600 10,000 407 440 1.30x 22.7x valuation price / of Towers Jun-20 Telxius Telefonica DE Germany 10,100 1,500 149 65 23.0x €300k May-20 PTI eir Ireland 650 300 462 Tower Dec-19 Cellnex Orange Spain 1,500 260 173 16 1.88x 16.3x Jul-19 IWI Vodafone Italy 11,000 5,270 479 220 24.0x Oct-19 Cellnex Arqiva UK 8,300 2,240 270 140 1.40x 16.0x c.€50m 3,300(1) Towers Sep-19 Cellnex InfraVia Ireland 1,146 270 236 20 1.99x 13.5x EBITDAaL impact p.a. May-19 Cellnex Salt Mobile Switzerland 3,300 928 281 75 1.15x 12.4x May-19 Cellnex Iliad France 8,200 2,877 351 200 1.00x 14.4x May-19 Cellnex Iliad Italy 3,200 873 273 70 1.00x 12.5x Jun-18 KKR SFR France 10,198 3,600 353 200 18.0x Proceeds & rental would depend on deal structure Dec-17 Cellnex Bouygues France 1,000 295 295 20 1.00x 14.5x Aug-17 Cellnex Bouygues France 600 170 283 1.00x Consor- • Illustrative valuation of Obelix Towers suggests up to €990m potential May-17 Sunrise Switzerland 2,239 430 192 35 1.00x 12.3x tium cash-in Feb-17 Cellnex Bouygues France 3,000 854 285 61 1.21x 14.0x • Conservative assumption of €300k per Tower (average of precedent Feb-17 KKR Telxius Spain 16,000 3,678 230 266 13.8x deals) given the attractivity of the asset: potential entry of a new Dec-16 AT Antin Infra France 2,400 714 297 36 19.8x operator, scarcity of Tower assets in Belgium (10k units) and size of Obelix Dec-16 Cellnex Bouygues France 270 67 248 36 1.9x portfolio (30% of the Tower market) Oct-16 Cellnex Share Group UK/NL 1,004 373 372 24 2.64x 15.5x • Proceeds and rental costs will depend on the deal structure and Aug-16 AMP Antin Infra Spain 584 169 289 identity / nature of the buyer: May-16 Cellnex Protelindo NL 261 109 418 8 1.89x 13.6x ? Majority or minority deal, through carve-out, spin-off or IPO Jul-16 Cellnex Bouygues France 230 80 348 5 1.47x 16.0x ? Independent European TowerCo (e.g. Cellnex) or infrastructure fund Apr-16 Telxius TEFD Germany 2,350 587 250 ? MSA (service) vs. MLA (lease) rental agreement Average 307 1.42x 16.5x ? Impact of deconsolidation of Towers on Obelix’s multiple Median 285 1.30x 15.5x

Sources: Mergermarket, Company, Ondra assumptions, (1) Before potential decommissioning related to the JV with Proximus (pending), of which 200 in Luxembourg STRICTLY CONFIDENTIAL 36 11-Feb-21 “OpCo + TowerCo” intrinsic (DCF) valuation of Obelix yields a €1.5-1.9bn EV but increases Equity Value per share to €38-44 due to proceeds

Business plan Key assumptions

Historicals Brokers' consensus Extrapolations TY 1• Linear ramp-down to 1.25% PGR €m, 31-Dec FY18A FY19A FY20A FY21F FY22F FY23F FY24F FY25F FY26F FY27F FY28F FY29F FY30F between FY26F and FY30F

Revenues 1,298 1,341 1,315 1,392 1,425 1,468 1,491 1,519 1,545 1,570 1,594 1,616 1,636 1,656 2• Linear ramp-down to 25% margin % growth 4.6% 3.3% (1.9)% 5.8% 2.4% 3.0% 1.6% 1.9% 1.7% 1.6% 1.5% 1.4% 1.3% 1 between FY26F and FY30F, normative margin corresponding to EBITDAaL 259 300 339 347 355 368 370 376 383 390 397 403 409 2 414 Towers - - - (50) (50) (50) (50) (50) (50) (50) (50) (50) (50) 3 (50) FY20F level Adj. EBITDAaL 259 300 339 297 305 318 320 326 334 341 347 354 359 365 3• Towers rental cost equivalent to % margin 19.9% 22.4% 25.8% 21.4% 21.4% 21.7% 21.5% 21.5% 21.6% 21.7% 21.8% 21.9% 22.0% 22.0% 5% yield on Towers value (-) D&A (215) (255) (269) (251) (252) (235) (242) (239) (243) (247) (250) (254) (257) 4 (260) EBIT 43 45 69 47 53 83 78 88 91 94 97 100 103 105 4• D&A assumed flat at FY25F level % margin 3.3% 3.3% 5.3% 3.4% 3.7% 5.7% 5.2% 5.8% 5.9% 6.0% 6.1% 6.2% 6.3% 6.3% (per broker consensus)

CIT rate 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 29.6% 5• Capex assumed flat at FY25F level (-) CIT (14) (16) (25) (23) (26) (27) (28) (29) (30) (30) (31) (per broker consensus) (+) D&A 251 252 235 242 239 243 247 250 254 257 260 6• No change in working capital (-) Capex (216) (213) (209) (200) (199) (202) (206) (209) (212) (214) (217) 5 during extrapolation horizon – as a % of revenues (15.5)% (15.0)% (14.2)% (13.4)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% (13.1)% (-) Change in NWC 17 12 4 4 4 - - - - - 6 brokers forecast NWC gain from FY21F to FY25F Free Cash Flow 85 88 89 101 105 104 107 110 112 115 117 • 7.5% WACC, to reflect higher risk Discount factor 0.97 0.90 0.84 0.78 0.72 0.67 0.63 0.58 0.54 0.50 7 7 Discounted Free Cash Flow 79 79 75 79 76 70 67 64 61 58 profile of the OpCo business

EV sensitivity to WACC, PGR and normative margin EqV(1) p.s. to WACC, PGR and normative margin

WACC WACC WACC WACC €m 6.5% 7.0% 7.5% 8.0% 8.5% €m 6.5% 7.0% 7.5% 8.0% 8.5% € 6.5% 7.0% 7.5% 8.0% 8.5% € 6.5% 7.0% 7.5% 8.0% 8.5% 0.75% 1,826 1,679 1,554 1,447 1,353 21.0% 1,821 1,666 1,536 1,425 1,330 0.75% 43.4 40.9 38.8 37.0 35.5 21.0% 43.3 40.7 38.5 36.7 35.1 1.00% 1,892 1,734 1,600 1,485 1,386 21.5% 1,892 1,729 1,593 1,476 1,375 1.00% 44.5 41.8 39.6 37.7 36.0 21.5% 44.5 41.8 39.5 37.5 35.9

1.25% 1,964 1,793 1,649 1,527 1,421 22.0% 1,964 1,793 1,649 1,527 1,421 1.25% 45.7 42.8 40.4 38.4 36.6 22.0% 45.7 42.8 40.4 38.4 36.6 PGR PGR 1.50% 2,043 1,857 1,702 1,571 1,459 22.5% 2,035 1,856 1,706 1,578 1,467 1.50% 47.0 43.9 41.3 39.1 37.2 22.5% 46.9 43.9 41.4 39.2 37.4

1.75% 2,131 1,928 1,760 1,619 1,500 margin Normative 23.0% 2,107 1,919 1,762 1,628 1,513 1.75% 48.5 45.1 42.3 39.9 37.9 margin Normative 23.0% 48.1 44.9 42.3 40.1 38.2

Sources: public information, broker notes, Ondra analysis Note: (1) Based on €772m adjusted net cash, including €990m cash related to the sale of Towers, EBITDAaL adjusted for brand fee STRICTLY CONFIDENTIAL 37 11-Feb-21

Including the value of towers, Obelix could be worth up to €45 per share

Implied FY20A Implied FY21E Valuation method Equity value per share (€) adj. EBITDAaL x adj. EBITDAaL x Min Max Min Max SotP: "OpCo + TowerCo" (1) €28.6: LTx(2) FY+1 of Trading comps 5.0x 6.1x 5.6x 6.8x Obelix applied to Adj. 40.6 46.6 Adj. EBITDAaL EBITDAaL FY22F

Trading comps 2.9x 3.9x 3.3x 4.3x (3) 29.2 34.4 Adj. EBITDAaL - Capex

€16.2: share price Transaction comps on 01-Dec-20 51.1 55.1 6.9x 7.6x 7.7x 8.5x

€22.0: offer from Discounted Cash Flow Orange on 37.7 43.9 4.5x 5.6x 5.0x 6.2x 02-Dec-20 Minority approach Majority approach Intrinsic approach

✓ As Obelix is owning its mobile infrastructure, sum-of-the-parts valuation of the operating and tower businesses appears highly relevant ✓ Based on precedent tower transaction benchmark, the fair market value of towers is estimated at €617m, or €10.3 per share (net of EBITDAaL loss for Obelix and increase in WACC from 7.0% to 7.5% due to higher business risk) ✓ Including the value of towers, the Group could be worth up €45 per share, representing a ~100% upside to Orange’s offer

Sources: public information, broker notes, Factset as of 05-Feb-2021, Ondra analysis Notes: (1) Equity value based on €772m adjusted net cash, including €990m cash-in from the sale of Towers, (2) Since 2007, STRICTLY CONFIDENTIAL 38 EBITDAaL adjusted for brand fee, (3) FY21F Capex negative impact of €6-10 per share due to the roll-out of Proximus network sharing agreement (c.€30-40m), with EBITDAaL benefits not yet included in forecasts 11-Feb-21

5. Valuation summary

STRICTLY CONFIDENTIAL 39 11-Feb-21 Multi-criteria valuation of Obelix shows a significant premium to Orange’s offer price of €22 per share

Implied FY20A Implied FY21E Valuation method Equity value per share (€) adj. EBITDAaL x adj. EBITDAaL x Min Max Min Max "As-is" (1) Trading comps €28.6: LTx(3) FY+1 of Obelix applied to Adj. EBITDAaL FY22F5.7x 7.0x 5.6x 6.8x Adj. EBITDAaL 28.7 35.7

Trading comps 4.6x 6.1x 4.5x 6.0x Adj. EBITDAaL - Capex 22.6 31.0

Transaction comps 41.0 45.7 7.9x 8.7x 7.7x 8.5x

Discounted Cash Flow 31.7 41.2 6.3x 7.9x 6.1x 7.7x

SotP: "OpCo + TowerCo" (2) Trading comps €22.0: offer from 5.0x 6.1x 5.6x 6.8x Orange Belgium 40.6 46.6 Adj. EBITDAaL on 02-Dec-20

Trading comps 2.9x 3.9x 3.3x 4.3x (4) 29.2 34.4 Adj. EBITDAaL - Capex

Transaction comps €16.2: share price 6.9x 7.6x 7.7x 8.5x on 01-Dec-20 51.1 55.1

Discounted Cash Flow 39.6 47.0 4.8x 6.1x 5.4x 6.9x

Minority approach Majority approach Intrinsic approach

Sources: public information, broker notes, Factset as of 05-Feb-2021, Ondra analysis Notes: (1) Equity Value based on €218m adjusted net debt, (2) Equity value based on €772m adjusted net cash, including €990m STRICTLY CONFIDENTIAL 40 cash-in from the sale of Towers, (3) Since 2007, EBITDAaL adjusted for brand fee, (4) FY21F Capex negative impact of €6-10 per share due to the roll-out of Proximus network sharing agreement (c.€30-40m), with EBITDAaL benefits not yet included in forecasts 11-Feb-21 Assuming the disposal of Tower assets, Obelix is worth up to €45 per share, representing a ~100% premium to Orange’s offer

Up to ~100% upside potential from multi-criteria valuation and disposal of Tower assets

Obelix equity value per share (€)

+~100% (6-7) ~€10 +~60% 16-17 (~4) ~41

2,000 towers sold: 12-13 Polygon assumption

44-45 34-35

22

Orange's offer Upside from multi- Obelix "as-is" value Proceeds from Impact of Obelix criteria analysis the disposal of Towers deconsolidation on fair value per share Obelix value post-disposal of Towers Negative Ondra “as-is” Gross impact(3) Equity value Offer from analysis(1) proceeds(2) valued at per share Orange on 22- (average of from the average “as-is” post-disposal Dec-2020 each valuation disposal of multiple and of Towers method) Towers increase in WACC(4)

Sources: Ondra analysis Notes: (1) Equity Value per share (stand-alone) based on €218m adjusted net debt and 59.9m shares, (2) Sale of 3,300 towers at STRICTLY CONFIDENTIAL 41 €300k/unit, (3) Based on a 5% rental yield – c.€50m EBITDA impact, valued at average FY21F “as-is” multiple of 6.8x, (4) OpCo valued at 7.5% WACC vs. “as-is” at 7.0% due to increase in business risk 11-Feb-21

Sensitivities on equity value related to Towers spin-off

Equity upside of spinning-off Towers

In €m 2,000 towers sold: In € per Obelix share Polygon assumption Unit price (€k) Unit price (€k) €m 200 250 300 350 400 € 200 250 300 350 400 100% 399 508 617 726 835 100% 6.7 8.5 10.3 12.1 13.9 Sensitivity on unit price and 75% 290 372 453 535 617 75% 4.8 6.2 7.6 8.9 10.3 % of towers 61% 227 293 359 425 491 61% 3.8 4.9 6.0 7.1 8.2 sold 50% 181 235 290 344 399 50% 3.0 3.9 4.8 5.7 6.7

25% 72 99 126 153 181 25% 1.2 1.6 2.1 2.6 3.0

% of Towers sold Towers of % % of Towers sold Towers of % 0% - - - - - 0% - - - - -

Unit price (€k) Unit price (€k) €m 200 250 300 350 400 € 200 250 300 350 400

Sensitivity on 6.0% 354 452 550 648 746 6.0% 5.9 7.5 9.2 10.8 12.4 unit price and 5.5% 376 480 583 687 790 5.5% 6.3 8.0 9.7 11.5 13.2 yield

5.0% 399 508 617 726 835 5.0% 6.7 8.5 10.3 12.1 13.9

Yield Yield 4.5% 421 536 651 765 880 4.5% 7.0 8.9 10.9 12.8 14.7 4.0% 444 564 684 804 925 4.0% 7.4 9.4 11.4 13.4 15.4

Yield Yield €m 4.0% 4.5% 5.0% 5.5% 6.0% € 4.0% 4.5% 5.0% 5.5% 6.0% 0.0x 651 617 583 0.0x 10.9 10.3 9.7 Sensitivity on 684 550 11.4 9.2 yield and (0.1x) 657 625 592 560 527 (0.1x) 11.0 10.4 9.9 9.3 8.8 multiple (0.2x) 631 599 567 536 504 (0.2x) 10.5 10.0 9.5 8.9 8.4

(0.3x) 604 573 543 512 482 (0.3x) 10.1 9.6 9.1 8.5 8.0

Impact on EV / EVon/ Impact Impact on EV / EVon/ Impact EBITDAFY21F EBITDAFY21F (0.4x) 577 547 518 488 459 (0.4x) 9.6 9.1 8.6 8.2 7.7

Sources: Ondra analysis STRICTLY CONFIDENTIAL 42 11-Feb-21

6. Appendix

STRICTLY CONFIDENTIAL 43 11-Feb-21

Overview of Enterprise to Equity Value bridge for Obelix

Bridge items for Obelix as of FY20A (€m)

1 2 3

(6)

(89) 78

234 218

145

Net debt FY19A Cash-flow FY20F Net debt FY20A Provisions Associates Adj. net debt FY20A

1• Reported net financial debt as FY20A

2• Provisions for dismantling as of FY20A

3• Interests in associates and joint ventures as if FY20A

Sources: Company, Ondra analysis STRICTLY CONFIDENTIAL 44 11-Feb-21 Background Cost structure of Obelix and Belgian peers

Obelix Proximus Telenet

Sales (€bn) 1.2 1.3 1.3 5.8 5.8 5.7 2.5 2.5 2.6

31% 28% 28% 37% 36% 35% 46% 46% 46% 10% 10% 10% 10% 9% 22% 21% 26% 11% 11% 11% 11%

11% 11% 20% 20% 21% 9% 53% 48% 52% 31% 31% 29% 24% 22% 23%

FY17A FY18A FY19A FY17A FY18A FY19A FY17A FY18A FY19A

Reported EBITDA SG&A Labor cost COGS

• Obelix is less profitable than its core competitors due to: • Its mobile focus – Obelix has higher COGS than Proximus and Telenet (especially because of trading of mobile phones) • Its smaller scale – SG&A expenses cannot be amortized as efficiently as its main competitor • However, labor costs are well contained, in line with Telenet, whereas Proximus (incumbent operator) is lagging behind

Source: Companies STRICTLY CONFIDENTIAL 45 11-Feb-21

Beta and WACC analysis

Beta WACC

WACC computation Market Net debt Un- Company Gearing Levered β R² Tax rate cap (€m) (€m) levered β Risk-free rate 0.9% •1 RFR and ERP Equity Risk Premium 6.2% 1 for Belgium, Proximus 5,528 2,049 37.1% 0.57 0.17 29.6% 0.56 Unlevered β 0.52 based on P. Telenet 3,847 5,258 136.7% 0.59 0.18 29.6% 0.37 Gearing (D / E) 49.0% Fernandez NOS 1,560 772 49.5% 0.71 0.24 21.0% 0.58 Levered β 0.70 • Size premium Euskaltel 1,665 1,393 83.7% 0.52 0.15 25.0% 0.42 2 applied to Sunrise 4,623 1,358 29.4% 0.52 0.11 21.6% 0.55 Size premium 1.5% 2 reflect Obelix’s Tele2 7,888 2,037 25.8% 0.71 0.27 20.6% 0.67 Cost of Equity 6.7% “low-cap” Telekom Austria 4,270 2,235 52.4% 0.43 0.18 25.0% 0.45 profile Royal KPN 10,993 5,584 50.8% 0.69 0.23 25.0% 0.57 Risk-free rate 0.9% (Ibbotson Iliad 9,297 3,732 40.1% 0.51 0.09 25.8% 0.52 Credit spread 0.5% 3 Associates, Pre-tax Cost of Debt 1.4% Average 56.2% 0.52 2020) Median 49.5% 0.55 Corporate Tax Rate 29.6% •3 Credit spread in Min 25.8% 0.37 line with KPN’s Post-tax Cost of Debt 1.0% Max 136.7% 0.67 bond due 2028 Average (excl. extreme values) 49.0% 0.52 ND / (D + E) 32.9% (rated BBB)

WACC 7.0%

• Sector β based on the average of the adjusted β of Obelix’s peers Benchmark of WACC used by brokers

• We retain the adjusted β computed daily over the last 5 years 7.5% 8.0% 8.2% 7.5% 7.9% 8.0% 7.5% 7.5% 5.2% • Extreme values (Telenet and Tele2) excluded to ensure accuracy with Obelix

Avg #1 #2 #3 #4 #5 #6 #7 #8

STRICTLY CONFIDENTIAL 46 11-Feb-21 Even though they aligned their TP to €22, some brokers believe that Orange’s offer still undervalues Obelix

Overview of recommendation and TP development Selected comments from brokers

Investor focus will remain on the €22.0/share tender offer from ORA and whether there is any scope for an increase. ORA already holds 52.9% of OBEL and we think the move by ORA was opportunistic rather than strategic and reflected a tax windfall and low OBEL valuation 05-Feb-2021

We still believe that OBEL is worth significantly more than our €23 PT when factoring in tower monetization 05-Feb-2021

We continue to believe that there are more and more arguments that justify an improved Offer Price as (1) offer price implies steep discount to peers; (2) telco index is up >6% YTD; (3) the value of its tower portfolio is overlooked as highlighted by recent deals; (4) Polygon (owns 5.3%) continues to push for a higher bid 05-Feb-2021

We think the offer is likely to succeed, even if we estimate it undervalues Orange Belgium’s superior growth profile vs its Belgian peers 04-Dec-2020

We continue to believe that it is very hard to argue that the takeover price is fair at a 10% FCFev yield (sector at 5%) while Orange Belgium offers higher growth prospects 22-Jan-2021

Sources: public information, broker notes, Factset as of 05-Feb-2021 STRICTLY CONFIDENTIAL 47 11-Feb-21 Case study Patrick Drahi had to raise his offer on Altice to convince minority shareholders

61% premium paid, corresponding Deal rationale Key deal milestones to 7.7x LTM EBITDA multiple

• On 11-Sep-2020, Patrick Drahi launched an Altice share price (€) Volume (m) Revised offer implies a 61% premium offer on the 50.7% stake he does not own in 6.0 40 22-Jan: Patrick Drahi owns Altice Europe 90.9% of Altice shares 61.1% 5.5 35 • Objective is to provide Altice with efficient capital structure, simplify the legal holding 23.8% structure, and provide sustainable long-term 5.0 30 n.m value creation for the company 01-Oct: Letter from 4.5 Lucerne (hedge fund) 25 • Altice Board of Directors unanimously Unaffected price Original offer Revised offer recommended the offer (10-Sep-20) (11-Sep-20) (16-Dec-20) • Post-transaction, Patrick Drahi intends to 4.0 20 11-Sep: 1st offer at 16-Dec: 2nd offer at squeeze-out minority shareholders and delist €4.11 per share €5.35 per share Implied LTM Adj. EBITDA multiple the company from Euronext Amsterdam 3.5 15 • Following threats of legal actions from hedge 7.7x funds claiming that the offer undervalues the 3.0 10 7.1x company, Patrick Drahi raised his offer on 16- 6.6x Dec-2020 2.5 5 • As of 22-Jan-2021, Patrick Drahi owns 90.9% of Altice shares 2.0 0 Unaffected price Original offer Revised offer Sep-20 Nov-20 Jan-21 (10-Sep-20) (11-Sep-20) (16-Dec-20)

✓ Following the opposition from minority shareholders, including Lucerne Capital, and despite already owning 78% of Atlice share capital as of Dec-2020, Patrick Drahi had to submit a revised offer at €5.35 per share, representing a 61% premium to Altice’s unaffected share price ✓ Key arguments from Lucerne were (i) significant undervaluation due to Covid-19, (ii) uncertainty about squeeze-out conditions, (iii) information asymmetry between Patrick Drahi (President of the Board) and minority shareholders

Source: Company, public information, Factset as of 05-Feb-2021 STRICTLY CONFIDENTIAL 48 11-Feb-21

Overview of brokers’ TP and recommendations development over time

Share price / Target price (€) Buy / Hold / Sell (%)

✓ Until Orange’s offer, Obelix had limited upside potential based on brokers ✓ Since announcement, brokers have adjusted their target price to Orange’s offer, and changed recommendation to “Hold”

Source: Brokers, Factset as of 05-Feb-2021 STRICTLY CONFIDENTIAL 49