Company Presentation Table of Contents 2
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Company Presentation Table of contents 2 2 Who we are …………………………………………….…………………………………………..…………P 3 Governance……………………………………………….………………………………………..….………P 10 Markets we operate ……………….…………………………………………..…………P 15 Our strategy………………………………………….…………………………………………….…………P 20 Key figures 2020 & outlook…………………………………..………P 45 Contact information……………………………………………………..…………..……P 52 3 Who we are The Proximus investment case in a nutshell Who we are 4 Assets Customer base Strategy Sustainability Sound financial • Nationwide high-quality • Strong nation-wide market • Clear multi-year strategy • Playing a key role in position Mobile and Fixed networks positions in Consumer and set to bring the company to enabling the digital further upgraded, building Enterprise. growth: society. • Attractive 3-year dividend the best gigabit network for • Well-positioned to benefit • Sustainability and circularity commitment over the Belgium. from customer 1. Build best gigabit network for overall embedded. result of 2020-2022. • Strong brands, meeting the convergence trends. Belgium • Proximus taken a leading • Dividend yield of xx% end 2.Operate like Digital native needs of a wide range of • Open network architecture role in reducing its CO2 2020. company • Strong track record of customers. provides strong growth 3.Grow Profitability emissions. cash generation. • Highly developed, multi- potential in the Wholesale 4.Act for a green and digital • Internationally recognized channel sales network segment. society for its sustainability efforts. • Sound balance sheet allows best-in-class access • Exposure to international • Sustainable finance thanks to disciplined for customers. markets. • Fast execution leading to framework. capital allocation, with • Committed and talented significant steps forward over the ability to invest in employees. 1st year. growth and long-term business development. Proximus is a provider of digital Who we are 5 services and communication solutions operating in the Belgian and international markets. We open up a world of digital opportunities, so people live better and work smarter. We do this by building the best open gigabit networks, offering products and services tailored to the needs of every customer, by being the trusted partner of companies and Belgian society in their digital evolution, and by contributing to a green and digital society. Through a multi-brand strategy, we meet Who we are 6 the demands of a wide range of customers In Belgium, our core products and services are offered under the Proximus and Scarlet brands. Best quality and service The Proximus Group Specialist in smart and Fast growing leader in Global leader in digital No frills offering for with a full choice of telecom operator in secure IT platforms. digital identity communications, cloud customers features. With the brand Luxembourg, From on-premises services to internet communication, Mobility, looking for the best promise “Think possible”, offers fixed and mobile solutions to hybrid cloud properties, digital Roaming and IoT, prices. the brand empowers telephony, Internet and environments and IT as a champions and cloud targeting the business- everybody television service, native businesses critical needs of telco to thrive in a digital services to residential Telindus ensures that and with a growth path in operators, xVNOs, world. customers and small businesses excel and programmable enterprise software businesses with fewer accelerate. Telindus communications. providers and global than 10 employees. operates in Luxembourg enterprises. and the Netherlands. A long history… Who we are 7 2011 ….and ready for the future Who we are 8 Announced Fiber Joint Ventures Brand change to Proximus, Mobile Network Full shares listed Sharing First 5G cities ownership under “PROX” st 1 5G test Acquired by Agreement with with provisional in Belgium BICS Orange spectrum license 2015 2016 2017 2018 2019 2020 2021 2022 Launch of Fiber for Acquisition New CEO Mobile Vikings #inspire 2022 “Fit for growth Belgium of small-sized, highly Guillaume Boutin In the process of Back to Revenue strategy” specialized IT #inspire 2022 being acquired by & EBITDA growth companies strategy Proximus 9 Governance & shareholder structure Governance structure Governance 10 Shareholders As a limited liability company under public law, governance is imposed by the Law of 21 March 1991 on the reform of certain autonomous Board of Directors economic public companies (“the 1991 Law”). General policy, strategy, supervises operational management. For matters not explicitly regulated by the 1991 Law, Proximus is governed by the Audit & Nomination & Transformation Compliance Remuneration & Innovation Belgian Code of Companies and Associations Committee Committee Committee of 29 March 2019 ("the Belgian Code of Companies and Associations") and the Belgian CEO & Executive Committee Corporate Governance Code of 2020 ("the Operational management including, but not limited to, day-to-day management. 2020 Corporate Governance Code"). Organisation Board of Directors Governance 11 Board of directors ~40% Female representation Martin De Prycker (2) Pierre Demuelenaere (2) Karel De Gucht (1) Martine Durez (1) Catherine Rutten (2) Stefaan De Clerck (1) Guillaume Boutin (1) Director Director Director Director Director Chairman Chief Executive Officer until AGM 2023 until AGM 2021 until 25/09/2021 until AGM 2022 until AGM 2023 until AGM 2022 • Max. of 14 members, incl. CEO • Candidates proposed by the Nomination and Remuneration Committee • Members appointed at the AGM • Any shareholder holding ≥25% has the right to Joachim Sonne (2) Isabelle Santens (1) Agnès Touraine (2) Paul Van de Perre (1) Catherine Vandenborre Luc Van den hove (2) Director Director Director Director (2) Director nominate directors for appointment pro rata to his until AGM 2024 until AGM 2022 until AGM 2022 until AGM 2022 Director until AGM 2024 shareholding, hence Belgian state has the right to until AGM 2022 appoint 7 members (1) • Directors appointed for renewable term of up to 4yrs, (1) Appointed by the State (2) Independent max term for independent directors limited to 12yrs. AGM: Annual General Meeting of shareholders New executive committee composition Governance 12 Guillaume Boutin CEO (renewable 6-yr contract started 1/12/’19) Servicing Network & IT Support units units units Consumer Enterprise Customer Digital & IT Network Finance Human Corporate Business Unit Business Unit Operations Business Unit Resources Affairs Smart City Jim Casteele Anne-Sophie Lotgering Renaud Tilmans Antonietta Mastroianni Geert Standaert Mark Reid Jan Van Acoleyen Dirk Lybaert Chief Consumer Chief Enterprise Chief Customer Chief Digital & IT Officer Chief Technology Officer Chief Financial Officer 1 Chief Human Resources Chief Corporate Market Officer Market Officer Operations Officer Officer Affairs Officer Wholesale 1 Mark Reid, appointed Chief Financial Officer starting 1 May 2021. Until that date, Katleen Vandeweyer is taking up the role of CFO a.i. Shareholder structure Governance 13 Situation 31/12/2020 Total number of shares Free-float Belgian Government 338,025,135 42% 54% Number of shares Number of shares Number of shares % shares % Voting rights % Dividend rights with voting rights with dividend rights Belgian state 180,887,569 53.51% 56.06% 55.94% 180,887,569 180,887,569 Proximus own shares 15,335,109 4.54% 0.21% 693,702 Free-float 141,802,457 41.95% 43.94% 43.85% 141,802,457 141,802,457 Total 338,025,135 100.00% 100.00% 100.00% 322,690,026 323,383,728 The voting rights of all treasury shares are suspended by law. Proximus has 14,641,407 treasury shares that are not entitled to dividend rights and 693,702 treasury shares that are entitled to dividend rights. Transparency declarations: According to Proximus’ bylaws, the thresholds as from which a shareholding needs to be disclosed have been set at 3% and 7.5%, in addition to the legal thresholds of 5% and each multiple of 5%. Committing to an attractive shareholder Governance 14 remuneration policy Proximus anticipates a substantial increase in network investments over the coming years, replacing a significant part of its historical copper network with future proof fiber. The elevated investment level is considered as being of exceptional nature and will for a large part be funded by means of an optimized capital structure and by selected asset sales. Committing to an attractive Remuneration Policy for its shareholders, while creating a path towards a return to dividend coverage by FCF, Proximus rebased its annual dividend to a sustainable level. Therefore, Proximus intends to return over the result of €1.2 2021 and 2022 an annual gross dividend of € 1.2 per share, to be considered as a floor. gross dividend/share payable in 2 tranches (April, December) On an annual basis, the proposed dividend will be reviewed and submitted to the Board of Directors, in order to keep strategic financial flexibility for future growth, organically or via selective M&A, with a clear focus on value creation. This also includes confirming appropriate levels of distributable reserves. The shareholder remuneration policy is based on a number of assumptions regarding future business and market evolutions and may be subject to change in case of unforeseen risks or events outside the company's control. 15 The markets we operate in The Belgian Consumer Market Markets 16 PROXIMUS multi-brand strategy Belgium • National player Flanders • Cable competitor North & 2/3 of Brussels • Challenger for Fixed in North • Leader in North