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Proximus, Sa De Droit Public PROXIMUS, SA DE DROIT PUBLIC Koning Albert II-laan 27, B-1030 Brussels incorporated with limited liability in Belgium Enterprise number 0202.239.951, Register of Legal Entities Brussels EUR 3,500,000,000 Euro Medium Term Note Programme This base prospectus (the Base Prospectus) relating to the EUR 3,500,000,000 Euro Medium Term Note Programme (the Programme) of Proximus, SA de droit public (the Issuer) is valid, for the purpose of the admission to trading and listing of the Notes (as defined below) on the regulated market of Euronext Brussels, for a period of twelve months from the date of approval, being until 31 March 2022. The obligation to supplement the Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Any Notes issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer may from time to time issue notes (the Notes) in the Specified Denomination(s) specified in the applicable Final Terms as may be agreed between the Issuer and the relevant Dealer (as defined below). The Notes issued under the Programme may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes (each as defined herein) or a combination of any of the foregoing. The minimum Specified Denomination of Notes shall be EUR 100,000 (or its equivalent in other currencies). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 3,500,000,000 (or its equivalent in other currencies) subject to increase as described herein. A description of the restrictions applicable at the date of this Base Prospectus is set out on pages 130-132. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 137 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Notes issued under this Programme constitute unsecured debt instruments. By subscribing to the Notes, investors lend money to the Issuer who undertakes to pay interest (if any) and to reimburse the principal amount on the maturity date. In case of insolvency or default by the Issuer, investors may not recover all amounts they are entitled to and risk losing all or a part of their investment. Investing in Notes issued under the Programme involves certain risks and may not be a suitable investment for all investors. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes in light of its knowledge and financial experience and should, if required, obtain professional advice. Prospective investors should read the Base Prospectus in its entirety and, in particular, the risk factors described under the section headed “Risk Factors” before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Notes. This Base Prospectus has been approved as a base prospectus on 31 March 2021 by the Belgian Financial Services and Markets Authority (the FSMA) in its capacity as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). It contains information relating to the issue by the Issuer of Notes and must be read in conjunction with the documents incorporated by reference herein. The FSMA has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. This approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in any Notes. This Base Prospectus has been prepared on the basis of annexes 7 and 15 of Commission Delegated Regulation (EU) 2019/980. In addition, application has been made to Euronext Brussels for Notes issued under the Programme to be admitted to trading and listing on the regulated market of Euronext Brussels. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the regulated market of Euronext Brussels. The regulated market of Euronext Brussels is a regulated market for the purposes of Directive 2014/65/EU, as amended (MiFID II). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set forth in a final terms document (the Final Terms) which, with respect to Notes to be listed on the regulated market of Euronext Brussels, will be filed with the FSMA. Copies of Final Terms in relation to Notes to be listed on the regulated market of Euronext Brussels will be published on the website of the Issuer (www.proximus.com/investors/funding). The Programme provides that Notes may be listed and/or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on the regulated market of Euronext Brussels (or on any other stock exchange). Each Tranche of Notes will be cleared through the clearing system operated by the National Bank of Belgium or any successor thereto (the Securities Settlement System). Such Notes will be issued in dematerialised form. The Issuer has been rated A1 by Moody’s Investors Service España, S.A. (Moody’s) and A by S&P Global Ratings Europe Limited (S&P). The Programme has been rated A1 by Moody’s and A by S&P. Each of Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009, as amended (the CRA Regulation). As such, each of Moody’s and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. The ratings assigned by Moody’s and S&P are expected to be endorsed by Moody’s Investors Service Ltd. and S&P Global Ratings UK Limited, respectively, which are established in the United Kingdom. Tranches of Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Notes issued under the Programme will not be placed in Belgium with “consumers” (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended. Arranger BNP PARIBAS Dealers ABN AMRO Barclays Belfius BNP PARIBAS BRED Banque Populaire Commerzbank HSBC ING J.P. Morgan KBC Bank The date of this Base Prospectus is 31 March 2021. A43827296 IMPORTANT INFORMATION This document constitutes, for the purposes of Article 8 of the Prospectus Regulation, a base prospectus for Proximus, SA de droit public (Proximus) in respect of all Notes to be issued by Proximus under the Programme. In this Base Prospectus, references to the Issuer are to Proximus as the issuer or intended issuer of Notes under the Programme, and references to Group are to Proximus and its consolidated subsidiaries. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Unless specifically incorporated by reference into this Base Prospectus, information contained on websites mentioned herein does not form part of this Base Prospectus. Neither the Arranger nor the Dealers have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither the Arranger nor any Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or any responsibility for any acts or omissions of the Issuer, or any other person (other than the relevant Arranger or Dealer) in connection with the Base Prospectus or the issue and offering of Notes.
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