S-8

As filed with the Commission on September 30, 2021 - Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ORANGE

(Exact name of Registrant as specified in its charter)

Republic of France	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

111 quai du Président Roosevelt 92130 Issy-les-Moulineaux, France

Tel. No.: +33-1-44-44-82-00

(Address and telephone number of Registrant’s principal executive offices)

ORANGE EMPLOYEE SHARE OFFERING – TOGETHER 2021
(Full title of the plan)

Orange Participations U.S. Inc.

13865 Sunrise Valley Drive

Coppermine Commons, Suite 425

Herndon, Virginia 20171-6190 USA

Tel. No.: +1-703-375-7358

(Name, address and telephone number of agent for service)

Copies to:

Sami L. Toutounji, Esq.

Shearman & Sterling LLP

7 Rue Jacques Bingen

75017 Paris, France

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer       Accelerated filer       Non-accelerated filer       Smaller reporting company 

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, nominal value €4.00 per share (the “Ordinary Shares”) (1)	400,000 (2)	$10.93 (3)	$4,372,000.00	$476.99

(1) American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable upon request after expiration of the five-year lock-up period on deposit of the Ordinary Shares of Orange SA (the “Registrant”) have been registered pursuant to separate registration statements on Form F-6 (Registration Nos. 333-137049, 333-149853, 333-181401) and currently are traded on the New York Stock Exchange under the ticker symbol “ORAN.”

(2) This registration statement on Form S-8 (the “Registration Statement”) covers up to 400,000 Ordinary Shares that may be acquired by eligible employees under the Orange Employee Share Offering (the “Plan”). The amount being registered also includes an indeterminate number of Ordinary Shares which may be offered as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in each case in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

(3) Estimated solely for the purpose of calculating the registration fee. Such estimate is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices ($10.97 and $10.88, respectively) the Registrant’s ADSs on the New York Stock Exchange on September 29, 2021.

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate by reference:

- our Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (File No. 1-14712) (our “Annual Report”), filed on March 18, 2021 with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

- the description of our Ordinary Shares contained in Item 10 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (File No. 1-14712), filed on May 2, 2008 with the Commission.

All documents that the Registrant subsequently files (but not furnishes) with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and are a part thereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Cédric Testut, who is providing an opinion on the legality of the Ordinary Shares being registered hereby, is Group General Counsel of the Registrant. As an employee of the Registrant, Cédric Testut participates or is eligible to participate in employee benefit plans of the Registrant on the same basis as other similarly eligible employees. Pursuant to such plans, he owns or has options or other rights to acquire an aggregate of less than 1% of the outstanding Ordinary Shares. Cédric Testut is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.

The Registrant maintains liability insurance for its directors and officers, including insurance against liabilities under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit List.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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(1)       To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

provided, however, that the undertakings set forth in paragraphs (a)(1) and (a)(2) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, Republic of France, on September 30, 2021.

ORANGE SA
By:	/s/ Ramon Fernandez
Name:	Ramon Fernandez
Title:	Chief Executive Officer Delegate, Finance, Performance and Development (Chief Financial Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Ramon Fernandez, Matthieu Bouchery and Vincent Lespine , and each of them severally, his true and lawful attorney or attorneys, with power of substitution and resubstitution to sign in his name, place and stead in any and all such capacities, the registration statement on Form S-8 (the “Registration Statement”) to be filed by Orange SA (the “Registrant”) with the United States Securities and Exchange Commission (the “Commission”) in connection with the Orange Employee Share Offering 2021 “Together 2021,” and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and any registration statement filed by the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which relates to the Registration Statement, and to file any of the same with the Commission. Each of said attorneys shall have power to act with or without the other, and shall have full power and authority to do and perform, in the name and on behalf of each such officer and director of the Registrant who shall have executed this Power of Attorney, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Registrant might or could do in person.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the indicated capacities as of September 30, 2021.

Name and Signature	Title
/s/ Stephane Richard
Stephane Richard	Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Ramon Fernandez
Ramon Fernandez	Chief Executive Officer Delegate, Finance, Performance and Development (Principal Financial Officer)
/s/ Corentin Maigné
Corentin Maigné	Principal Accounting Officer
/s/ Stéphanie Besnier
Stéphanie Besnier	Director
/s/ Alexandre Bompard
Alexandre Bompard	Director
/s/ Anne-Gabrielle Heilbronner
Anne-Gabrielle Heilbronner	Director
/s/ Christel Heydemann
Christel Heydemann	Director

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/s/ Fabrice Jolys
Fabrice Jolys	Director
/s/ Helle Kristoffersen
Helle Kristoffersen	Director
/s/ Anne Lange
Anne Lange	Director
/s/ René Ollier
René Ollier	Director
/s/ Bernard Ramanantsoa
Bernard Ramanantsoa	Director
/s/ Frederic Sanchez
Frédéric Sanchez	Director
/s/ Jean-Michel Severino
Jean-Michel Severino	Director
/s/ Thierry Sommelet
Thierry Sommelet	Director
/s/ Johan Van den Cruijce
Orange Participations U.S. Inc. By: Johan Van den Cruijce Title: President, Orange Participations U.S. Inc.

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EXHIBIT INDEX

Exhibit No.	Description of Document
4.1	Bylaws (statuts), as amended on June 7, 2016, filed with the Annual Report on Form 20-F for the fiscal year ended December 31, 2016 (File No. 1-14712), filed with the Commission on April 7, 2017.
4.2*	U.S. Employee Plan Document “Together 2021.”
5.1*	Opinion of Cédric Testut, as to the validity of the shares to be delivered pursuant to the Orange Employee Share Offering 2021.
23.1*	Consent of Ernst & Young Audit as independent registered public accounting firm of Orange SA.
23.2*	Consent of KPMG S.A as independent registered public accounting firm of Orange SA.
23.3*	Consent of Cédric Testut (included in Exhibit 5.1).
24*	Power of Attorney (included on the signature page).

* Filed herewith.

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EX-4.2

Exhibit 4.2

Plan Document

Orange Employee Share Offering 2021

“Together 2021”

U.S. EMPLOYEE PLAN DOCUMENT

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I. INTRODUCTION

This document sets forth the terms and conditions of the Plan as applicable to U.S. employees, which involves the offering of Shares to eligible employees of the Company and its majority-owned subsidiaries who reside in the United States.

II. DEFINED TERMS

As used in this document, the following terms have the meanings indicated below.

Defined Term	Meaning
“Bonus Shares”	As defined in Section III.G.8 below.
“Committee”	As defined in Section III.G.9 below.
“Company”	Orange SA, a French Company.
“Delivery Date”	The date on which Shares acquired pursuant to the Plan are delivered to Participating Employees through transfer to accounts maintained on their behalf with the Registrar.
“Eligible Employees”	Employees who are eligible to acquire Shares under the Plan.  The conditions for eligibility are set forth in Section III.B below.
“Lock-up Period”	As defined in Section III.F.2 below.
“Offering 2021”	Second offering under the Plan.  The Company may propose new offerings under similar terms in the future pursuant to the Plan (but shall be under no obligation to do so).
“Offering Price”	As defined in Section III.D below.
“Orange Group”	As defined in Section III.G.9 below.
“Participating Employee”	An Eligible Employee who elects to acquire Shares under the Plan.
“Plan”	The terms and conditions of the Orange Employee Share Offering   as set forth in this document.
“Price-Fixing Date”	As defined in Section III.D below.
“Reference Price”	As defined in Section III.D below.
“Registrar”	BNP Paribas Securities Services, which has been retained by the Company to perform certain administrative functions in connection with the Plan and to manage Shares that are held in direct registered form.

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Defined Term	Meaning
“Reservation and Subscription Form”	As defined in Section III.G.3 below.
“Reservation Period”	A period of time to be fixed by the Company for each offering under the Plan, during which Eligible Employees may submit reservation orders which are non-binding requests to acquire Shares under the Plan. These requests may be cancelled by the Eligible Employees during the Revocation/Subscription Period.
“Revocation Form”	As defined in Section III.G.3 below.
“Revocation/Subscription Period”	A period of time to be fixed by the Company for each offering under the Plan, during which Eligible Employees may cancel their reservation orders.  Upon expiration of this period, outstanding reservation orders become binding and irrevocable subscription orders.  In addition, Eligible Employees who have not reserved Shares during the Reservation Period may submit limited subscription requests during the Revocation/Subscription Period.  The Company may in the future choose to make offerings without a Revocation/Subscription Period or other analogous time period during which Eligible Employees may revoke their reservations.
“Securities Act”	As defined in Section III.G.7 below.
“Shares”	The Ordinary Shares of the Company.  Each Share has a nominal value of 4 euro.
“U.S. Subsidiaries”	Those companies organized within the United States in which the Company owns, directly or indirectly, a majority interest:
	· GlobeCast America Inc
	· Orange Silicon Valley LLC
	· Orange Business Services US Inc
	The Company may, from time to time, update the list of U.S. Subsidiaries.
“Worldwide Employee Offering”	An offering of Shares to eligible employees of the Company and its majority-owned subsidiaries throughout the world.  Offerings made pursuant to the Plan constitute parts of Worldwide Employee Offerings.

III. TERMS AND CONDITIONS OF THE PLAN

A. Purpose

The purpose of the Plan is to enable Eligible Employees to acquire Shares on preferential terms and thereby to encourage them to align their interests with those of the Company. Shares offered under the Plan may be new Shares issued through a capital increase or existing Shares delivered from the Company’s treasury stock.

The Plan is not subject to the provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended, and is not a “qualified plan” under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended.

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B. Eligibility

“Eligible Employees” include all individuals who, at the moment of remittance of a Reservation and Subscription form, are employed on a regular full-time basis, or on a regular part-time basis, by any U.S. Subsidiary subject to a minimum employment condition of three months as of the last day of the Revocation/Subscription Period or such other period as shall be determined by the Company in respect of future offerings under the Plan.

Eligible Employees include employees of the Company or a U.S. Subsidiary who otherwise meet the requirements described in the preceding paragraph, but who are absent from active service due to an authorized leave for disability, workers compensation, family leave or other authorized leave of absence.

Former employees of the Company or a U.S. Subsidiary (retired or otherwise) are not Eligible Employees.

C. Reservation Period for the Offering 2021

The Reservation Period for the Offering 2021 is expected to open at 9:00 A.M. (Paris time) on Friday, September 17, 2021, through 11:59 P.M. (Paris time) on Thursday, September 30, 2021.

The Company reserves the right to change the expected start or end dates of the Reservation Period for the Offering 2021. The Company will notify Eligible Employees of any such change.

The Company may propose new offerings in the future by providing to Eligible Employees information regarding the dates of the Reservation Periods of each such offering.

D. Offering Price

The Offering Price is calculated as 70% of the average of the daily volume-weighted average prices over the 20 trading days preceding a given date specified by the Company (the “Price-Fixing Date”) (the average price is called the “Reference Price”), i.e., a 30% discount on the Reference Price. Eligible Employees will be informed of the Offering Price prior to the start of the Revocation/Subscription Period.

The Company will convert the Offering Price to U.S. dollars. See section E.1 below.

E. Revocation/Subscription Period for the Offering 2021

The Revocation/Subscription Period for the Offering 2021 is expected to open at 9:00 A.M. (Paris time) on Thursday, November 4, 2021 and will remain open until 11:59 P.M. (Paris time) on Monday, November 8, 2021.

The Company reserves the right to change the expected start or end dates of the Revocation/Subscription Period for the Offering 2021. The Company will notify Eligible Employees of any such change.

The Company may propose new offerings in the future by providing to Eligible Employees updated information regarding the dates of the Revocation/Subscription Period of each such offering.

F. Specific Terms

Eligible Employees under the Plan will benefit from the following terms:

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1. Conversion of Purchase Price to U.S. Dollars

Participating Employees in the United States will make payment for the Shares subscribed in U.S. dollars.

This U.S. dollar equivalent of the initial amount due for the Shares purchased under the Plan is based on an exchange rate established immediately prior to the Price-Fixing Date. For the Offering 2021, the Offering Price will be converted in U.S. dollars at the exchange rate applicable on November 2, 2021. The Company’s determination of these U.S. dollar amounts is final, binding and conclusive on all Participating Employees.

Participating Employees bear the risk of exchange rate fluctuations between the euro and the U.S. dollar for so long as they hold the Shares acquired under the Plan, while the Company will assume the risk of fluctuations between the date of determination of the purchase price in U.S. dollars and the Delivery Date.

2. Restrictions on Resale

A Participating Employee may not sell, pledge or otherwise transfer (including by gift) any Shares purchased pursuant to the Plan for a period of five years from the Delivery Date. This period is referred to herein as the “Lock-up Period.”

A Participating Employee may not liquidate his or her investment by selling, pledging or otherwise transferring his or her Shares purchased under the Plan during the Lock-up Period and must, therefore, bear the financial risk of their investment during the Lock-up Period.

However, Shares may be sold before the end of the Lock-up Period in certain exceptional situations listed below:

· Marriage or civil union agreement (*);

· Birth or adoption of a third (or subsequent) child provided that the household of the Participating Employee is already financially responsible for at least two children (*);

· Divorce or separation when it is accompanied by a court decision specifying that Participating Employee’s home is to be the sole or shared ordinary place of residence of at least one child (*);

· Termination of the Participating Employee’s employment with the Company or U.S. Subsidiary;

· Use of invested amounts for the purpose of creation of certain type of business by the Participating Employee, spouse or child (*);

· Use of invested amounts for the purpose of acquisition or enlargement of a principal residence which includes the creation of new living space (*);

· Disability of Participating Employee or disability of spouse or child;

· Death of the Participating Employee or death of spouse;

· Overindebtedness acknowledged by a judge;

· Violence committed against the employee by his/her spouse, partner, civil partner, or his/her former spouse, partner or civil partner.

A Participating Employee must submit requests for early release to his or her employer. The employer may approve or reject the request for early release in its sole discretion. For events marked (*), the request for early release must be submitted to the Participating Employee’s employer within six months following the occurrence of the event. Events giving rise to the right to request early release from the Lock-up Period are determined in accordance with French law. The Company’s determination as to whether a Participating Employee has met the conditions for early release shall be final and definitive. The Company may amend the list of events giving rise to the right to request early release with respect to any future offering in order to comply with French law or for any other reason.

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3. Payment Terms

A Participating Employee must make payment in full for Shares acquired under the Plan. A Participating Employee is required to make a wire transfer for the full purchase price of their Shares (in the equivalent U.S. dollar amount as provided in the Reservation and Subscription Form). For the Offering 2021, payment must be received no later than 25 November, 2021.

4. Consequences of a Default in Payment

All orders under the Plan will become binding and irrevocable at the end of the Revocation/Subscription Period.

A default in payment of the Offering Price due for Shares acquired under the Plan will not relieve a Participating Employee of his or her obligations under the Plan. The Company may enforce its right to be paid any delinquent amount and/or may seek recovery of any damages it may incur as a result of the Participating Employee’s default.

5. Termination of Employment

The following terms shall apply upon termination of a Participating Employee’s employment, whether by retirement, voluntary resignation, involuntary termination or otherwise.

Early Release from Lock-up Period. A Participating Employee may request early release from the Lock-up Period’s restrictions upon his or her termination of employment.

Payment Obligations. Termination of employment will not affect a Participating Employee’s rights to Shares acquired under the Plan or the obligation to pay for them.

G. Certain General Terms and Conditions

1. Allotment and Allocation

The number of Shares available for each Worldwide Employee Offering is capped. For the Worldwide Employee Offering 2021, the maximum number of Shares available is calculated based on a total maximum amount of subscription (including cost of Bonus Shares for employees) of €260 million; based on a Share price of €10 the maximum amount would be 26 million Shares. If total employee orders in the Worldwide Employee Offering 2021 exceed the maximum amount as calculated, an allocation or reduction rule will be applied as follows:

- a maximum amount (to be converted in a number of Shares) available per Participating Employee will be calculated;

- all requests that are less than or equal to this maximum will be filled;

- requests above the maximum will be reduced so that each Participating Employee receives no more than the maximum number of Shares calculated pursuant to this Section III.G.1.

2. Maximum and Minimum investment

The minimum investment amount is equal to €15 (or its equivalent in USD).

Under applicable French law, the amounts that can be invested in the Plan by a Participating Employee are capped at an amount equal to 25% of the gross annual compensation of such Participating Employee.

3. Participation Formalities

A Participating Employee must submit his or her reservation and subscription request by completing a form (the “Reservation and Subscription Form”) on-line via a secure website with an ID and passcode provided by the Company (or under its instruction) to each Eligible Employee. Paper forms will be available on request. On-line reservation orders and revocation and subscription orders can be modified until the end of the Reservation Period and Revocation/Subscription Period, respectively.

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If the Reservation and Subscription Form is submitted during the Reservation Period, it may be revoked during the Revocation/Subscription Period by submitting a Revocation and Subscription Form. Following this Revocation/Subscription Period, and provided that the Eligible Employee does not revoke his or her reservation, the order will become a final and binding subscription order.

If the Reservation and Subscription Form is submitted during the Revocation/Subscription Period, the order is deemed to become a final and binding subscription order on the last day of the Revocation/Subscription Period. During this period, subscription amounts are limited. In the Offering 2021, subscriptions during the Revocation/Subscription Period cannot exceed a value of €150 (or its equivalent in USD).

All orders that became binding and irrevocable at the end of the Revocation/Subscription Period will constitute a legally enforceable contract of the Participating Employee at that time.

If the total subscription requests received exceed the maximum amount available for the Offering 2021 (see 1. Allotment and Allocation above), reduction of requests will be calculated and the Participating Employee will be notified of the number of Shares allocated to him or her. Shares will be allocated in whole numbers only. Any funds paid but not applied to the acquisition of Shares will be refunded to the Participating Employee as soon as practicable after the Delivery Date.

Participating Employees will also be advised of any applicable withholding tax payment. See “Required Tax Payments” below.

4. Required Tax Payments

The Company or its U.S. Subsidiaries are required to withhold U.S. federal income tax and, where applicable, state and local income and employment taxes applicable to compensation realized upon the acquisition of Shares under the Plan. Participating Employees who are citizens or permanent residents of the United States, or otherwise subject to taxation in the United States on compensation earned from the Company or its U.S. Subsidiaries, will recognize ordinary income for U.S. federal income tax purposes in (1) an amount equal to (i) the fair market value of the Shares purchased, determined at the time Shares are allocated to Participating Employees, minus (ii) the Offering Price and (2) the full fair market value of the Bonus Shares transferred to the Participating Employee as an employer matching contribution. U.S. federal employment taxes (Social Security and Medicare (FICA and FUTA) taxes), as well as state and local income tax, may also be due, depending on the circumstances of the Participating Employee.

Prior to or concurrently on the Delivery Date, the Company or its U.S. Subsidiaries will notify Participating Employees of the applicable amount of the taxes required to be paid in connection with their investment. Required tax amounts will be withheld from future payments of salary (or payments of other compensation) to Participating Employees to the extent possible. If the Participating Employee’s employer determines that salary withholding will not be an adequate or feasible way to satisfy withholding tax obligations, such Participating Employee will be required to forward a check in the appropriate amount to the Company or the appropriate U.S. Subsidiary within ten days. If a Participating Employee’s employment terminates before the Delivery Date, he or she will be required to submit a check in the appropriate amount to the Company or a U.S. Subsidiary.

Notwithstanding anything else in the Plan, the Company reserves the right to pursue any and all remedies that may be available to it if a Participating Employee fails to forward a check in the amount of any required tax payment within the specified period, including, without limitation, the right to treat an order as void and without effect or to delay delivery of acquired Shares until payment has been made. The security interest held by the Company or its U.S. Subsidiary in a Participating Employee’s Shares will continue in effect until the Participating Employee has satisfied all tax obligations under the Plan. If a Participating Employee fails to make any required tax payment, the Company or its U.S. Subsidiary may exercise any rights it has under law. See “Consequences of a Default in Payment” above. The Participating Employee will remain liable for any shortfall.

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5. Safekeeping

The Shares acquired pursuant to the Plan will be issued in book-entry form and registered in the name of each Participating Employee in separate individual accounts on the books of BNP Paribas Securities Services S.A. (the “Registrar”) in France. The Company may, in its discretion, designate a different financial institution to serve as Registrar in the future.

The Registrar will issue periodic statements to Participating Employees. Such statements will reflect any dividends received and distributed to a Participating Employee since the last statement.

The Company or one or more of its subsidiaries will bear all administrative charges relating to maintenance of a Participating Employee’s accounts with the Registrar at least until the end of the Lock-up Period, provided that the Participating Employee maintains his or her account with the Registrar during this period and is an employee of the Orange Group. A Participating Employee will be responsible for taxes, brokerage and similar charges incurred in connection with resales of Shares. See “Specific Terms - Consequences of a Default in Payment.”

6. Resales

For so long as Shares are held by a Participating Employee through the Registrar, any sale of Shares by such Participating Employee will be made through the Registrar. The Registrar will offer the Shares, or cause the Shares to be offered for sale, on the Euronext market. The sale of Shares is subject to brokerage commissions, for which the selling Participating Employee will be responsible.

7. Rights of Participating Employees as Shareholders

Except as otherwise noted, a Participating Employee will have the rights and privileges provided under French law with respect to the Shares that he or she acquires under the Plan. Voting and dividend rights with respect to the Shares are described below.

Voting and Dividends. As of the Delivery Date, each Participating Employee will have all of the rights of holders of Ordinary Shares, including all applicable voting and dividend rights.

The Company is not subject to the proxy rules of the U.S. Securities Exchange Act of 1934, as amended.

The Company currently pays dividends. There can be no assurance that the Company will continue to pay dividends on the Shares in the future, nor can any assurance be given as to the amount of any such dividends.

Rights. The Company may, from time to time, offer to its shareholders rights to subscribe for additional Shares or rights of any other nature. The Company may, in its sole discretion, decide not to register such rights or the securities to which such rights relate under the U.S. Securities Act of 1933, as amended (the “Securities Act”), where such registration would be required in connection with the offer or sale of such rights or securities to Participating Employees. In such case, Participating Employees may not be permitted to acquire such securities or otherwise exercise such rights and the Registrar may dispose of such rights for the account of the Participating Employees in a manner that it deems equitable and practicable and distribute the proceeds to the Participating Employees (subject to the payment of any expenses incurred in connection with such disposal).

8. Bonus Shares

The Company may offer matching contributions in the form of bonus Shares (“Bonus Shares”) to each Participating Employee in an amount of up to €2,600 per Participating Employee per offering under the Plan. The number of Bonus Shares allocated to each Participating Employee will be fixed in proportion to such Participating employee’s investment amount.

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Details regarding the rules of allocation of Bonus Shares applicable to each offering under the Plan, if any, will be provided to each Eligible Employee prior to the start of the Reservation Period.

9. Administration and Amendment

Administration. The Plan shall be administered by a committee (the “Committee”). The members of the Committee shall be appointed with the approval of, and serve at the discretion of, the Company. Any member of the Committee who is an employee of the Company or a participating subsidiary shall be eligible to participate in the Plan on the same terms as other Eligible Employees. Decisions of the Committee are final, binding and conclusive in all matters relating to the Plan, including, without limitation, any determination of whether an individual is an Eligible Employee.

The Plan provides for the making of certain determinations, including, without limitation, determinations of fair market value of Shares. The Company (which may, but shall not be required to, act through the Committee) shall be responsible for making all such determinations, and all such determinations shall be final, binding and conclusive on Participating Employees.

No member of the Committee shall be liable for anything whatsoever in connection with the administration of the Plan except such member’s own willful misconduct. Under no circumstances shall any member of the Committee be liable for any act or omission of any other member of the Committee. In the performance of its functions with respect to the Plan, the Committee shall be entitled to rely upon information and advice furnished by the officers of the Company, it subsidiaries (including the U.S. Subsidiaries) and affiliates (the “Orange Group”), the Orange Group’s accountants and counsel and any other party the Committee deems necessary, and no member of the Committee shall be liable for any action taken or not taken in reliance upon any such advice. Members of the Committee will be indemnified by the Company or another member of the Orange Group (including the U.S. Subsidiaries) for any liabilities, expenses or losses incurred by them in connection with the administration of the Plan.

Right to Amend or Terminate the Plan. The Company in its discretion may amend the terms of the Plan at any time, or from time to time. No such amendment, however, may adversely affect the rights of Participating Employees in Shares that they have already purchased under the Plan. In addition, the Company reserves the right to terminate operation of the Plan at any time in its sole discretion. Should it elect to do so before delivery of any of the Shares for which orders were tendered, the orders shall be canceled, and this Plan shall cease to have any effect.

10. Continued Employment

A reservation or subscription under the Plan is not an employment agreement. Neither the Plan nor any reservation or subscription order will confer on any Participating Employee or Eligible Employee any rights to continued employment with any member of the Orange Group.

11. Governing Law

The Plan shall be subject to the laws of the French Republic. Any dispute, controversy or claim arising out or relating to this Plan shall be submitted to the exclusive jurisdiction of the courts of Paris (France).

9 

EX-5.1

Exhibit 5.1

Orange SA

111 quai du Président Roosevelt

92130 Issy-les-Moulineaux

September 30, 2021

Ladies and Gentlemen,

I am Group General Counsel of Orange, a société anonyme organized under the laws of the Republic of France (the “Company”). In that capacity, I have acted as counsel to the Company in connection with a registration statement on Form S-8 (the “Registration Statement”) being filed with the United States Securities and Exchange Commission (the “SEC”) for the purpose of registering under the United States Securities Act of 1933, as amended (the “Securities Act”), ordinary shares, nominal value €4.00 per share, of the Company (“Company Shares”), including Company Shares that may be represented by American depositary shares of the Company (“Company ADSs”), to be transferred pursuant to the Orange Employee Share Offering 2021 – “Together 2021” (the “Plan”) to U.S. holders.

In furnishing this opinion, I, or lawyers under my supervision, have examined the Registration Statement, and such other documents, corporate records, certificates of public officials and other agreements, instruments or opinions as I have deemed necessary or advisable for the purpose of rendering the opinion set forth below. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. With respect to factual matters I have relied upon the accuracy of all facts and information set forth in the documents, corporate records, certificates and other agreements, instruments and opinions examined. On the basis of the foregoing, I am of the opinion that the Company Shares, when delivered pursuant to the Plan, will be validly transferred, fully paid, and non-assessable.

The foregoing opinion is limited to matters involving the laws of the Republic of France. The foregoing opinion is also limited to the matters expressly stated in this letter, and no opinion shall be implied or inferred beyond the matters expressly stated. The foregoing opinion: (a) is rendered solely in connection with the registration, pursuant to the registration requirements of the Securities Act, of the offering, sale and delivery of the Company Shares to be acquired in the United States pursuant to the purchase rights described in the Registration Statement; (b) may not be relied on for any other purpose; and (c) may not be reproduced, referred to or quoted in any offering materials, disclosure materials or similar printed matter.

Very truly yours,

_____________________________

/s/ Cédric Testut

Group General Counsel

EX-23.1

	Ernst & Young Audit	www.ey.com/fr
	Tour First	Tél. : +33 (0) 1 46 93 60 00
	TSA 14444
	92037 Paris - La Défense cedex

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Orange Employee Share Offering 2021 of our reports dated February 18, 2021, with respect to the consolidated financial statements of Orange S.A. and its subsidiaries (the “Group”) and the effectiveness of internal control over financial reporting of the Group, included in its Annual Report (Form 20-F) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG Audit

Paris - La Défense, France

September 30, 2021

EX-23.2

Exhibit 23.2

CONSENT OF KPMG S.A

AS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated February 18, 2021, with respect to the consolidated financial statements of Orange S.A. and its subsidiaries and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG Audit, a division of KPMG S.A.

Represented by Jacques Pierre

Paris-La Défense

September 30, 2021