<div id="readability-page-1"><div>Fitch Ratings-Frankfurt am Main-19 December 2025:Fitch Ratings has placed Masorange Holdco Limited's Long-Term Issuer Default Rating (IDR) of 'BBB-' and Short-Term IDR of 'F3' on Rating Watch Positive (RWP). Fitch has also placed Masorange Finco Plc and Lorca Telecom Bondco S.A.U.'s senior secured instrument ratings, and Kaixo Bondco Telecom S.A.U.'s senior unsecured instrument ratings on RWP. A full list of rating actions is below.The RWP follows a binding agreement under which Orange S.A. (BBB+/Stable), which owns 50% of MasOrange, will acquire Lorca's remaining 50% stake, giving Orange full control. It reflects a prospective change in rating approach and at least a one-notch uplift from MasOrange's standalone credit profile (SCP) due to linkage to a stronger parent, in line with Fitch's Parent and Subsidiary Linkage Criteria (PSL criteria).Fitch expects to resolve the RWP once the transaction completes, which Orange considers likely to occur in 1H26, subject to regulatory approvals and other closing conditions.Key Rating DriversParent and Subsidiary Linkage, Notching: Fitch will apply its PSL criteria following completion of the transaction and Orange S.A.'s full ownership of MasOrange, assessing the strength of linkage between the two via the stronger-parent path. This is likely to result in a rating that is one notch higher than MasOrange's SCP of 'BBB-' absent any legal incentives to support MasOrange.High Strategic Incentives: We view Orange's strategic incentives to support MasOrange in distress as 'high'. With full asset ownership, Spain would become Orange's second-largest market after France, contributing about 17% of revenue and around 20% of operating cash flow (EBITDA after leases minus capex) in 2026. Consolidating MasOrange would increase Orange's mature-market revenue exposure and reduce the Middle East and Africa share of operating cash flow to roughly 24% in 2026 from about 29% in 2024.Low to Medium Operational Incentives: We assess Orange's operational incentives to support MasOrange in distress as low to medium. This reflects our view of operational synergies as low and management/brand overlap as medium. We see limited cross-border synergies in telecoms, supporting the low assessment for operational synergies. MasOrange and Orange share certain brands and management expertise, which underpins the medium assessment for management and brand overlap.For Key Rating Drivers related to MasOrange's SCP see &#34;Fitch Upgrades MasOrange to 'BBB-' on Completion of FibreCo Transaction&#34;, dated 4 December 2025 at www.fitchratings.com)Fitch’s Key Rating-Case AssumptionsSee &#34;Fitch Upgrades MasOrange to 'BBB-' on Completion of FibreCo Transaction&#34; dated 4 December 2025.RATING SENSITIVITIESFactors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade- EBITDA net leverage consistently above 3.2x- CFO less capex consistently at or below 10% of gross debt- Failure to deliver integration and synergy benefits in line with Fitch's rating case resulting in a detrimental impact on planned margin and cash flow expansion- Intensification of competitive pressures leading to deterioration in operational performanceFactors that Could, Individually or Collectively, Lead to Positive Rating Action/UpgradeFitch expects to resolve the RWP once the transaction is complete. Fitch will likely apply one-notch uplift from MasOrange's SCP assuming we assess PSL legal incentives as low.Independent of the Transaction:- EBITDA net leverage consistently below 2.7x- CFO less capex consistently at or above 12% of gross debt- Financial policy in line with a higher rating and proven commitment to consistently meeting stated policy- Senior secured net leverage consistently declining to 2.5x or below, which would lead to the senior unsecured debt rating being aligned with the Long-Term IDRIssuer ProfileMasOrange is the second-largest telecom operator in Spain by revenues and the largest by subscriber market share. It was formed in 1H24 through an Orange Spain and MasMovil merger. It is co-controlled by both parties with equal governance rights.REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Click here to access Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG ConsiderationsThe highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.Masorange Holdco Limited; Long Term Issuer Default Rating; Rating Watch On; BBB-; Rating Watch Positive; Short Term Issuer Default Rating; Rating Watch On; F3; Rating Watch PositiveMasorange Finco Plc----senior secured; Long Term Rating; Rating Watch On; BBB; Rating Watch PositiveLorca Telecom Bondco S.A.U.----senior secured; Long Term Rating; Rating Watch On; BBB; Rating Watch PositiveKaixo Bondco Telecom S.A.U.----senior unsecured; Long Term Rating; Rating Watch On; BB+; Rating Watch PositiveContacts:Primary Rating AnalystEvgeniya Chernyaeva,Director+49 69 768076 138evgeniya.chernyaeva@fitchratings.comFitch Ratings – a branch of Fitch Ratings Ireland LimitedNeue Mainzer Strasse 46 - 50Frankfurt am Main D-60311Secondary Rating AnalystLucrezia Rigano,Director+39 02 9475 7477lucrezia.rigano@fitchratings.comCommittee ChairpersonTajesh Tailor,Senior Director+44 20 3530 1726tajesh.tailor@fitchratings.comMEDIA RELATIONS: Tahmina Pinnington-Mannan, London, Tel: +44 20 3530 1128, Email: tahmina.pinnington-mannan@thefitchgroup.comAdditional information is available on www.fitchratings.comApplicable ModelNumbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s).Corporate Monitoring &amp; Forecasting Model (COMFORT Model), v8.2.0 (1)ADDITIONAL DISCLOSURESSolicitation StatusAdditional Disclosures For Unsolicited Credit RatingsEndorsement StatusEndorsement PolicyALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. 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ORANY

Fitch Ratings has placed MasOrange Holdco Limited's Long-Term Issuer Default Rating (IDR) of 'BBB-' and Short-Term IDR of 'F3' on Rating Watch Positive (RWP). This follows Orange S.A.'s agreement to acquire the remaining 50% stake in MasOrange, giving it full control. The RWP reflects a potential rating uplift due to the stronger parent linkage. Fitch expects to resolve the RWP once the transaction completes, likely in 1H26, subject to regulatory approvals.

Fitch Places MasOrange on Rating Watch Positive