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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. 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 relating to the maturity of certain Notes is set out on pages 132-134. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 139 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. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus has been approved as a base prospectus on 20 March 2019 by the Belgian Financial Services and Markets Authority (the FSMA) in its capacity as competent authority under the Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on a regulated market, as amended or superseded (the Prospectus Law), which implemented Directive 2003/71/EC, as amended or superseded (the Prospectus Directive). The approval by the FSMA does not imply any approval of the appropriateness of the merits of any issue of the Notes, nor of the situation of the Issuer. 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. This Base Prospectus has been prepared on the basis of annexes IX and XIII of Commission Regulation 809/2004. 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 also be published on the website of Euronext Brussels (www.euronext.com). 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. 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 with “consumers” (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique). Arranger BNP PARIBAS Dealers Barclays BNP PARIBAS Belfius HSBC ING J.P. Morgan KBC Bank Lloyds Bank Corporate Markets NatWest Markets The date of this Base Prospectus is 20 March 2019. A38261949 IMPORTANT INFORMATION This document constitutes, for the purposes of Article 5.4 of the Prospectus Directive, 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. 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. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, the Arranger or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Arranger or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same.
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