Ordinary Business 1 Approve Financial Statements and Discharge Directors
2 Accept Consolidated Financial Statements and Statutory Reports
3 Approve Allocation of Income and Dividends of EUR 0.48 per Share
4 Approve Accounting Transfers From Long-Term Capital Gains Account to Ordinary Reserve
5 Approve Special Auditors' Report Regarding Related-Party Transactions
6 Elect Didier Lombard as Director
7 Reelect Didier Lombard as Director
8 Reelect Marcel Roulet as Director
9 Reelect Stephane Richard as Director
10 Reelect Arnaud Lagardere as Director
11 Reelect Henri Martre as Director
12 Reelect Bernard Dufau as Director
13 Reelect Jean Simonin as Director Elect One Out of Three Candidates
14 Elect Jean-Yves Bassuel as Representative of Employee Shareholders to the Board
15 Elect Bernard Gingreau as Representative of Employee Shareholders to the Board
16 Elect Stephane Tierce as Representative of Employee Shareholders to the Board 17 Approve Remuneration of Directors in the Aggregate Amount of EUR 500,000 18 Confirm Name Change of Auditor to Deloitte & Associes
19 Authorize Repurchase of Up to Ten Percent of Issued Share Capital
20 Cancel Outstanding Authority to Issue Bonds/Debentures Special Business 21 Amend Articles to Reflect August 2003 and June 2004 Regulations
22 Amend Articles to Reflect the Privatization of the Company
23 Amend Articles to Set Retirement Age of Chairman, CEO, and Other Executive Directors
24 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion
25 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion
26 Authorize Board to Set Issue Price for Ten Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights
27 Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Proposed in Items 24 and 25
28 Authorize Capital Increase of Up to EUR 4 Billion for Future Exchange Offers
29 Authorize Capital Increase of Up to Ten Percent of Issued Capital for Future Acquisitions
30 Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities
31 Authorize Capital Increase of Up to EUR 400 Million to Participants of Orange S.A. Stock Option Plan in Connection with France Telecom Liquidity Agreement
32 Approve Restricted Stock Plan for Orange S.A. Option Holders
33 Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 8 Billion
34 Approve Issuance of Securities Convertible into Debt
35 Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par Value
36 Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan
37 Approve Reduction in Share Capital via Cancellation of Repurchased Shares 38 Authorize Filing of Required Documents/Other Formalities |