Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 2:21PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2
(Amendment No. 3)
*
Orange
S.A.
(Name of Issuer)
Ordinary
shares, nominal value €4.00 per share
(Title of Class of Securities)
684060106
(American Depositary Shares, each representing one ordinary share)
(CUSIP Number)
December 31,
2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
NO. 684060106
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Page 2
of 10 Pages
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1
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Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
The French Republic acting through Agence des Participations de l’Etat
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
356,194,433 ordinary shares; 658,257,734 voting rights
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
356,194,433 ordinary shares; 658,257,734 voting rights
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
356,194,433 ordinary shares; 658,257,734 voting rights
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10
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented
by Amount in Row (9)
13.4% of the ordinary shares; 21.2% of the voting rights1
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12
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Type of Reporting Person (See Instructions)
OO
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1
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Percentage
of class is calculated based on 2,660,056,599 ordinary shares outstanding and 3,101,543,512
voting rights as of December 31, 2020, as reported by Orange S.A. on January 12, 2021.
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CUSIP
NO. 684060106
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Page 3
of 10 Pages
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1
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Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Bpifrance Participations S.A.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
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10
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented
by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights2
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12
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Type of Reporting Person (See Instructions)
OO
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2
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Percentage of class
is calculated based on 2,660,056,599 ordinary shares outstanding and 3,101,543,512 voting
rights as of December 31, 2020, as reported by Orange S.A. on January 12, 2021.
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CUSIP
NO. 684060106
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Page 4
of 10 Pages
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1
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Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Caisse des Dépôts
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
46,336,067 ordinary shares; 46,336,067 voting rights
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6
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Shared Voting Power
277,924,367 ordinary shares; 277,924,367 voting rights
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7
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Sole Dispositive Power
46,336,067 ordinary shares; 46,336,067 voting rights
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8
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Shared Dispositive Power
277,924,367 ordinary shares; 277,924,367 voting rights
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
324,260,434 ordinary shares; 324,260,434 voting rights
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10
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented
by Amount in Row (9)
12.2% of the ordinary shares; 10.5% of the voting rights3
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12
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Type of Reporting Person (See Instructions)
OO
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|
|
|
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3
|
Percentage of class
is calculated based on 2,660,056,599 ordinary shares outstanding and 3,101,543,512 voting
rights as of December 31, 2020, as reported by Orange S.A. on January 12, 2021.
|
CUSIP
NO. 684060106
|
Page 5
of 10 Pages
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1
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Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
EPIC Bpifrance
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
|
|
6
|
Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
7
|
Sole Dispositive Power
0
|
|
8
|
Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
|
10
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11
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Percent of Class Represented
by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights4
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12
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Type of Reporting Person (See Instructions)
OO
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|
|
|
|
|
|
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4
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Percentage of class
is calculated based on 2,660,056,599 ordinary shares outstanding and 3,101,543,512 voting
rights as of December 31, 2020, as reported by Orange S.A. on January 12, 2021.
|
CUSIP
NO. 684060106
|
Page 6
of 10 Pages
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1
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Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Bpifrance S.A.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
7
|
Sole Dispositive Power
0
|
|
8
|
Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights
|
|
|
10
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights5
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|
12
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Type of Reporting Person (See Instructions)
OO
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|
|
|
|
|
|
|
5
|
Percentage of class
is calculated based on 2,660,056,599 ordinary shares outstanding and 3,101,543,512 voting
rights as of December 31, 2020, as reported by Orange S.A. on January 12, 2021.
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CUSIP
NO. 684060106
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Page 7
of 10 Pages
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Item 1 (a)
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Name of Issuer
Orange S.A.
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Item 1 (b)
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Address of Issuer’s Principal Executive Offices:
78, rue Olivier de Serres,
Paris 75015
FRANCE
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Item 2 (a)
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Name of Person Filing:
(i) The French
Republic acting through Agence des Participations de l’Etat
(ii) Bpifrance
Participations S.A.
(iii) Caisse des
Dépôts
(iv) EPIC Bpifrance
(v) Bpifrance
S.A.
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Item 2 (b)
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Address of Principal Business Office:
(i) 139,
rue de Bercy
Télédoc 228
75572 Paris Cedex 12
France
(ii) 27-31,
avenue du Général Leclerc
94710 Maisons-Alfort Cedex
France
(iii) 56,
rue de Lille, 75007 Paris, France
(iv) 27-31,
avenue du Général Leclerc
94710 Maisons-Alfort Cedex
France
(v) 27-31,
avenue du Général Leclerc
94710 Maisons-Alfort Cedex
France
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Item 2 (c)
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Citizenship:
France
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Item 2 (d)
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Title of Class of Securities:
Ordinary Shares, nominal value €4.00 per share
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Item 2 (d)
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CUSIP Number:
684060106 (American Depositary Shares, each representing one ordinary share)
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is:
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Not applicable
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CUSIP
NO. 684060106
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Page 8
of 10 Pages
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Item 4
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Ownership:
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Please see Items 5, 6, 7, 8, 9 and
11 of each cover sheet for each filing entity.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6
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Ownership of More than Five Percent on Behalf
of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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For the identity of each member
of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 attached hereto as Exhibit 99.1,
which is incorporated herein by reference
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Item 8
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Identification and Classification of Members
of the Group:
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For the identity of each member
of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 attached hereto as Exhibit 99.1,
which is incorporated herein by reference. See also Item 4 above.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable.
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CUSIP
NO. 684060106
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Page 9
of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
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The French Republic acting through Agence des Participations de l’Etat
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By:
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/s/ Martin Vial
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Name:
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Martin Vial
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Title:
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Chairman of the Agence des Participations de l’Etat
(Commissaire aux participations de l’Etat)
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Bpifrance Participations S.A.
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By:
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/s/ Sophie Paquin
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Name:
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Sophie Paquin
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Title:
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Director of Legal Affairs
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Caisse Des Dépôts
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By:
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/s/ Laurence Giraudon
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Name:
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Laurence Giraudon
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Title:
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Chief Operating Officer, Finance and Operations Department, Asset Management Division
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Epic Bpifrance
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By:
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/s/ Sophie Paquin
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Name:
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Sophie Paquin
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Title:
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Director of Legal Affairs
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Bpifrance S.A.
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By:
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/s/ Boubakar Dione
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Name:
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Boubakar Dione
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Title:
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Group Director of Legal Affairs
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CUSIP
NO. 684060106
|
Page 10
of 10 Pages
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Exhibit Index
Exhibit No.
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Document
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99.1
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Exhibit 1.
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